These terms and conditions (the “Conditions”) are the terms on which Moonstone Gold Limited (“MGL”) purchases Goods from Customers (both as defined below). Save where expressly stated otherwise, these Conditions supersede all other terms and conditions and apply to the purchase of Goods by MGL to the exclusion of any other terms that the Customer may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing and the Customer hereby waives all rights it may have to rely on the same.
The Customer’s attention is drawn in particular to Clause 10 (Liability).
Clause 1: Defined Terms
BIS Form: the MGL Buy-in Service Form issued by MGL to the Customer and completed and signed by the parties.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
MGL Packaging: tamper proof packaging for the Goods (including a tamper proof box, tamper proof tags, bubble wrap and any other packaging material required by the Customer) issued by MGL to the Customer in accordance with Clause 3g.
Customer: the person, firm, company, organisation or other entity selling (or seeking to sell) Goods to MGL.
Goods: gold, silver, platinum, palladium and other precious metal goods (including UK coins, bars and medallions); brass, copper and other base metal goods (including UK coins); and jewellery products, and any other similar products a Customer wishes to sell to MGL and which MGL is interested in purchasing.
Inspected Goods: Goods which have been inspected by MGL pursuant to Clause 2b.
Packaging Cost: has the meaning set out in Clause 3h.
Price: the price MGL is willing to pay for the Goods, as per Clause 2b.
Purchase Confirmation: acceptance by MGL that MGL is prepared to purchase the Inspected Goods from the Customer.
Inspection Location: Moonstone Gold Ltd (MGL), PO Box 239, Stamford, Lincolnshire, PE9 4WX, United Kingdom.
Sell to MGL Form: a form available to download from the Website, which the Customer should complete prior to sending any Goods to MGL for sale.
Website: MGL website hosted at https://moonstonegold.co.uk/, or such other address as MGL may specify from time to time.
Clause 2: Inspection
- The Customer shall inform MGL of the Goods it wishes to sell to MGL by delivering the Goods to the Inspection Location in accordance with Clause 3.
- On receipt of Goods from the Customer, MGL shall weigh and inspect the Goods to: (i) check they conform to the specification of the Goods specified in the relevant Sell to MGL Form or BIS Form or as otherwise described by the Customer; and (ii) to determine the price MGL is willing to pay for the Goods (the Price).
- Inspection will be conducted and will be filmed.
- If precious metal Goods are not hallmarked, then the Customer might be required to pay a fee (as set by MGL from time to time) for Inspection if the Goods turn out not to be made of the precious metal described. Such fee shall be deducted from the Price payable by MGL or (if the Customer decides not to sell the Goods) must be paid to MGL prior to MGL returning the Goods to the Customer in accordance with Clause 7.
- MGL may be required to clean the Goods during the Inspection (particularly jewellery products and coins). The Customer acknowledges and accepts that such cleaning may damage the Goods causing a reduction in value to the Goods, in particular by loosening the stone settings in jewellery products. In no circumstances shall MGL be liable for any loss or damage to the Goods whatsoever caused by MGL cleaning the Goods for the purpose of Inspection.
- If, following Inspection, MGL determines that the Goods are not genuine, MGL shall notify the Customer in writing or verbally. The Goods shall be returned to the Customer in accordance with Clause 7.
Clause 3: Delivery
- The Customer shall deliver the Goods to the Inspection Location: (i) via a delivery service; or (ii) in MGL Packaging (where applicable), in which case the Customer shall be using MGL Royal Mail Special Delivery envelope supplied by MGL to the Customer.
- If the Customer is using another delivery service, MGL strongly recommends that Goods are delivered by courier or Royal Mail Special Delivery.
- The Customer shall ensure that the Goods are properly packed and secured in such manner as to enable them to reach the Inspection Location in good condition.
- If the Goods are being delivered via a delivery service, the Customer shall ensure that each delivery of the Goods is accompanied by: (i) a Sell to MGL Form or a covering letter specifying the Customer’s details, the type and quantity of Goods the Customer is seeking to sell, and the Customer’s payment details; (ii) a delivery note which specifies any storage or handling instructions, if the Goods are being delivered by instalments and if so, the outstanding balance of Goods remaining to be delivered and whether the Customer requires MGL to return any packaging material to the Customer. The return of any such packaging material will be at the Customer’s cost.
- the Customer may be asked on delivery to provide proof of ownership in the form of a receipt or an insurance valuation for the Goods.
- Where the Customer uses a delivery service, delivery of the Goods shall occur when a MGL’ staff member signs to accept delivery of the Goods at the Inspection Location. If the Customer chooses to use standard postal delivery or another non-signed for service, it shall be the Customer’s responsibility to prove the Goods have been received by MGL. Where the Customer uses MGL Packaging, delivery of the Goods shall occur on delivery of the Goods by Royal Mail.
- Where the Customer uses MGL Packaging and sent using MGL Royal Mail Special Delivery service the Goods are insured up to a maximum value of £750.00
- MGL accepts no liability whatsoever for: (i) any damage to the Goods which occurs during transit to the Inspection Location (regardless of the delivery method chosen by the Customer pursuant to Clause 3(a); or (ii) any Goods which are lost or stolen during transit to the Inspection Location where: (A) the Customer uses a delivery service, or (B) the Customer sends Goods to MGL using MGL Packaging which have a value of more than £750.00 per parcel.
Clause 4: Purchase Confirmations
- Following an Inspection, MGL shall inform the Customer whether it wishes to purchase the Inspected Goods and, if so, the Price MGL is willing to pay for the Goods. Nothing in these Conditions shall impose an obligation on MGL to issue a Purchase Confirmation and/or to purchase any Goods from the Customer, nor an obligation on the Customer to accept any Purchase Confirmation.
- If MGL wishes to issue a Purchase Confirmation, MGL shall inform the Customer in writing, or (if orally) shall confirm in writing within two Business Days in the form of a purchase order form specifying the type and quantity of the Inspected Goods MGL wishes to purchase, together with the Price and the relevant purchase order number. Each party shall use the relevant purchase order number in all subsequent correspondence relating to the Purchase Confirmation.
- Each Purchase Confirmation constitutes an offer by MGL to purchase Goods in accordance with these Conditions and shall remain valid and capable of acceptance for 48 hours only (the “Acceptance Period”).
- If the Customer does not accept a Purchase Confirmation within the Acceptance Period, MGL may, at its discretion, issue a revised Purchase Confirmation for the Goods, and amend the Price, and such Purchase Confirmation shall remain valid and capable of acceptance for the Acceptance Period. If MGL does not issue a revised Purchase Confirmation, the Goods shall be returned to the Customer using Royal Mail Special Delivery service.
- Each Purchase Confirmation shall be deemed to be accepted on the earlier of: (i) the Customer issuing a written or verbal acceptance of the Purchase Confirmation; and (ii) the Customer doing any act consistent with accepting the Purchase Confirmation. Upon acceptance of the Purchase Confirmation, a contract for the supply and purchase of Goods will come into existence between MGL and the Customer on the terms set out in these Conditions.
- MGL may at any time prior to acceptance of a Purchase Confirmation by the Customer amend or cancel the Purchase Confirmation by informing the Customer, without liability to the Customer.
- Once a Purchase Confirmation has been accepted by the Customer (including orally over the telephone), it cannot be cancelled or amended without the prior consent of both parties. The Goods may be resold by MGL as soon as the Customer has accepted a Purchase Confirmation.
- MGL shall inform the Customer in writing or verbally if it decides not to issue a Purchase Confirmation and the Customer shall inform MGL in writing or verbally if the Customer decides not to accept a Purchase Confirmation or otherwise withdraw the offer to sell the Goods. In each case, the Goods shall be returned to the Customer in accordance with Clause 7 below.
Clause 5: Price
- The Price payable for the Goods shall be determined by MGL in its absolute discretion.
- The price of the Goods shall be based on the weight of the Goods and calculated using the applicable UK rate. The rate shall be set according to MGL rate for the relevant metal at the time when MGL opens the parcel containing the Goods on the day of receipt. MGL’s determination of the weight of the Goods (using MGL’s equipment), the time of opening the parcel and the applicable MGL rate shall be conclusive. The price of other precious metal Goods and base metal Goods shall be determined by market value (as assessed by MGL in its sole opinion).
- MGL shall inform the Customer of the Price at the time of issuing the Purchase Confirmation.
- Unless agreed otherwise, the Price excludes any amounts in respect of value added tax (VAT), which MGL shall additionally be liable to pay to the Customer at the prevailing rate, subject to the receipt of a valid VAT invoice from the Customer. No additional charges shall be payable by MGL unless agreed in writing with the Customer. In particular, MGL shall not be liable to reimburse the Customer for any sums paid by the Customer in respect of insurance, packaging and/or delivery.
Clause 6: Payment
- The Customer may elect to receive payment for the Goods: (a) by bank transfer or CHAPS transfer to the bank account specified by the Customer in (i) writing; (ii) by cheque addressed to the Customer.
- Such payments as specified in Clause 6(a) are to be made subject to the following Conditions: (i) MGL may in its sole discretion decline to make payment by CHAPS without reason; (ii) payment by CHAPS will incur a £30 fee which shall be deducted from the Price; and (iii) regardless of the payment method requested by the Customer, if the Price is over £5,000, MGL will require personal identification in line with HMRC requirements (two forms of personal ID if the Customer is an individual and, if the Customer is a business, one form of personal ID from an individual within the business who has authority to sell the Goods to MGL). MGL will accept the following forms of ID: (i) a recent utility bill; (ii) a valid driving licence; or (iii) a valid passport.
- MGL shall inform the Customer at the time of issuing the Purchase Confirmation when payment for the Goods shall be made.
- MGL may in its sole discretion make payment in instalments. MGL shall inform the Customer at the time of issuing the Purchase Confirmation whether payment is to be made in instalments, specifying the number of instalments to be made and the respective payment dates.
- If MGL mistakenly pays the Customer more than the Price for the Goods (due to a human error, system malfunction or otherwise), the Customer shall immediately refund to MGL (using the same payment method) such overpayment upon becoming aware of the same (whether notified by MGL or otherwise).
- MGL may, without limiting any other rights or remedies it may have, set off any amounts owed to it by the Customer whatsoever against any amounts payable by MGL to the Customer pursuant to a Purchase Confirmation.
Clause 7: Returns
- If MGL informs the Customer following Inspection that the Goods are not genuine or not as described, or MGL otherwise decides not to issue a Purchase Confirmation, or the Customer decides not to sell the Goods to MGL (either by choosing not to accept a Purchase Confirmation or by failing to decline or accept a Purchase Confirmation within the Acceptance Period), the Customer may be asked to pay MGL a fee (to be determined by MGL in its sole discretion) for the cost of returning the Goods to the Customer (Return Cost). The Return Cost must be paid by the Customer in full before MGL will return the Goods. The Return Cost includes the cost of insurance, packaging and delivery, and shall be calculated by reference to the value of the Goods as determined by MGL. MGL shall arrange for the Goods to be insured up to the value of the Goods (subject to a maximum insurance value of £750 per parcel). If the Customer fails to pay the Return Cost (and/or other outstanding sums, including the Packaging Cost) MGL shall store the Goods for a maximum period of 6 months, at the Customer’s cost. If the Goods are still in MGL’s possession following this 6-month period, MGL shall be entitled, without liability to the Customer, to dispose of the Goods (including by selling the Goods to a third party).
Clause 8: Title and Risk
- Where the Customer uses a delivery service, risk in the Goods shall remain with the Customer until completion of delivery to MGL in accordance with Clause 3 above. Where the Customer uses MGL Packaging, risk in the Goods shall remain with the Customer until MGL receives the Goods from Royal Mail.
- In respect of any Goods that are not genuine, or which MGL does not wish to purchase, or which the Customer chooses not to sell to MGL (either by choosing not to accept a Purchase Confirmation or by failing to decline or accept a Purchase Confirmation within the Acceptance Period) risk in those Goods shall transfer back to the Customer upon the earliest of: (i) receipt of the Goods by the Customer; (ii) five Business Days following MGL informing the Customer that it does not wish to issue a Purchase Confirmation or the Customer informing MGL it does not wish to accept the Purchase Confirmation (as applicable); or (iii) five Business Days after the Acceptance Period has lapsed.
- For so long as the Goods are held at MGL’s risk and until title in the Goods has transferred to MGL, MGL may maintain in force, with a reputable insurance company, appropriate insurance up to the value of the Price for such Goods (as determined by MGL in its sole discretion (or if applicable, MGL’s insurer)). Such insurance shall cover loss of or damage to the Goods as a result of accidental damage, fire or theft whilst stored up to £750 at the Inspection Location.
- If the Goods are lost or damaged during delivery from MGL back to the Customer, MGL shall submit a claim to Royal Mail and shall pass on any sums received by MGL to the Customer, but otherwise MGL accepts no liability whatsoever for any such loss or damage.
- Title in the Goods shall transfer to MGL as soon as the Customer accepts a Purchase Confirmation for the Goods (including over the telephone).
- If the Goods have not been purchased by MGL, but remain in MGL’s possession following the 6 month period referred to in Clause 7, title to the Goods shall immediately transfer to MGL at the end of such 6 month period.
Clause 9: Warranties
- The Customer hereby warrants, represents and undertakes that in respect of any Goods delivered to MGL for sale: (i) the Customer has full legal and beneficial title to and is entitled to sell the Goods; (ii) the Goods do not and use of them shall not infringe the intellectual property rights, moral rights or other proprietary rights of any third party; and (iii) on delivery, and for a period of 12 months after delivery, the Goods shall: (I) conform with the Customer’s description of them;; (II) be free from material defects in design, material and workmanship; (III) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended); and (IV) comply with all applicable statutory and regulatory requirements.
Clause 10: Liability
- Nothing in these Conditions shall limit or exclude MGL’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation and for any other liability if and to the extent that such liability cannot be limited or excluded by law.
- Subject to Clause 10(a) above, MGL’s total aggregate liability to the Customer in respect of all losses however arising under or in connection with these Conditions, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Price of the Goods but not more than £750, or (if no Inspection has taken place) the value determined by MGL based on the description of the Goods provided by the Customer prior to delivery of the Goods.
Clause 11: General
- Any words following the terms “including”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. The headings in these Conditions are for ease of reference only and shall not affect their interpretation.
- Nothing in these Conditions shall constitute the creation, establishment or relationship of partnership, joint venture or employer and employee between the parties. Neither party shall have the authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to bind the other party in any way, and shall not do any act which might reasonably create the impression that it is so authorised.
- If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part – provision shall be deemed deleted. Any such modification to or deletion of a provision or part-provision shall not affect the validity and enforceability of the rest of these Conditions.
- No failure or delay by a party to exercise any right or remedy provided under these Conditions or by law shall constitute a waiver or abandonment of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
- These Conditions (and any document expressly referred to in them) constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to the supply of Goods to MGL.
- Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions.
- MGL may at any time, without the consent of the Buyer, assign, transfer, mortgage, charge, subcontract or otherwise deal in any manner with all or any of its rights or obligations under these Conditions. The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or otherwise deal in any manner with any or all of its rights and obligations under these Conditions without the prior written consent of MGL.
- The terms of these Conditions are not enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999.
- No variation to these Conditions shall be effective in respect of a Purchase Confirmation made under them unless it is in writing, expressly stated to vary and supersede these Conditions, and is signed by the parties (or their authorised representatives).
- These Conditions and each Purchase Confirmation and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them, their subject matter or formation shall be governed by and construed in accordance with English law. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including noncontractual disputes or claims) arising out of or in connection with these Conditions and any Purchase Confirmation, their subject matter or formation. Notwithstanding the foregoing, nothing in these Conditions shall prevent MGL from taking court proceedings or bringing claims in any jurisdiction in which the Customer is resident and/or has assets.
These Conditions were last updated August 2020