SHIPPING AND TRANSACTION AGREEMENT
Section I. Terms and Definitions
Swiss America Trading Corporation also known as SATC, its {sales representatives, affiliates, contractors, agents, employees, officers, or other representatives} and Customer agree, subject to the provisions in this Shipping and Transaction Agreement set forth in Paragraph 16, that the following terms shall govern pending and all future transactions between the parties involving, but not limited to, any of the following “Products”:
Bullion Products. The term “Bullion Products” shall mean, for purposes of this Shipping and Transaction Agreement, any form of the precious metal in Coins, Bars, Tokens or as Objects whether it be Gold, Silver, Platinum, Palladium, or other precious metal, in any form, that is subject of a transaction between SATC and Customer, and shall include, but is not limited to, bullion bars and coins, “junk silver", bags (90% and 40% silver) and partial bags of coins.
Numismatic Products. The term "Numismatic Products" shall mean, for the purpose of this Shipping and Transaction Agreement, any type of Coins, Bars, Tokens, or Objects that typically has a higher value than the face value on the coin or precious metals value of the object. Relevant factors can include any of the following but are not limited to historic value, rarity, age, quantity originally produced, mint strike, condition, or other form of uniqueness. The current price of precious metals is a minor factor when dealing with numismatic values. The numismatic values can fluctuate substantially more than its precious metals value. Typically the minimum amount recovered from numismatic coins is either its face value or its metal content. Most Numismatic Products, however, typically sell for substantially more than these amounts.
This Shipping and Transaction Agreement applies to Products purchased from and sold to SATC, and the warranties and certifications are intended to be applicable to current and future, as well as prior purchases and sales from, and to SATC.
1. Transaction Placement Procedures.
a. Placement of Bullion Products Purchase Transaction. Prior to the Customer placing a Bullion Product Purchase Transaction with the SATC Trade Desk, SATC must verify that the Purchase Funds provided are collected funds. Purchase Funds must be sufficient to cover the entire Bullion purchase prior to placement of the Transaction securing Specific Bullion Products, Quantity and Total Cost of Purchase to Customer. Only after verification of collected funds and Customer review with a SATC sales representative of the current SATC Bid/Ask Spread policies, commission and shipping costs as well as risk associated with buying Bullion Products, can Customer execute a Transaction with SATC Trade Desk positively confirming the Merchandise, Quantity and Total Price as fixed.
b. Placement of Numismatic Products Purchase Transaction. Customer must review with a SATC sales representative current SATC Bid/Ask Spread policies and risks associated with buying Numismatic Products prior to placement of the Transaction securing Specific Numismatic Products, Quantity and Total Cost of Purchase to Customer. Customer can then execute a transaction with SATC Trade Desk positively confirming the Merchandise, Quantity and Total Price as fixed. Customer has a seven (7) calendar day window to complete delivery of Purchase Funds to Swiss America Trading Corporation. The window for remittance of funds may change at the discretion of SATC due to market conditions. Wired Purchase Funds expedite the delivery of Customer's Products and are preferred. If Customer fails to provide the Purchase Funds within seven (7) Calendar days of Customer's placement of the order, SATC may exercise the rights set forth in Paragraph 9 (Remedy for Customer's Failure to Perform), as stated below:
2. Purchase Funds. Purchase Funds may be delivered by a check or a wire transfer. Checks or wire transfers must be made out to "Swiss America Trading Corporation". (For specific wire instructions, please contact your SATC sales representative). SATC does not accept physical currency. Please limit cash-like forms of payment to a single item such as a single check. (Please note that it may take 12 business days or greater to verify personal checks). SATC procedures require payment denominated in US Dollars only and from a USA domicile institution. SATC does not accept 2nd or 3rd party checks. SATC does not make payment for product in cash. Please, do not send multiple cashier's checks, bank checks, money orders or "other same as cash like items".
3. Liquidations. Any Products sold to SATC must be received by SATC prior to securing a liquidation price from SATC trade desk. No price can be secured unless the Trade Desk confirms Specific Product, Quantity and Total Price to be paid to Customer.
4. Exchange Policy. All sales are final, the Products purchased cannot be exchanged or returned for a refund, with the limited exception noted in Paragraph 13a (Exchange Policy).
5. Liquidations. All liquidations are final, the Products sold cannot be returned to Customer after trading confirmation is executed with SATC Trade Desk.
6. Delivery of Products Purchased. SATC shall deliver the Precious Metals specified in Customer's order to a suitable delivery service for delivery to Customer.
7. Delivery of Products. SATC shall cause all Merchandise purchased and paid for to be delivered to Customer's address set forth during the Purchase Transaction with the SATC Trade Desk. If the client requests products to be delivered to a Depository, Products must be acceptable to the Depository for storage. If Client fails to secure an account with the Depository within two weeks, SATC may choose to ship Products to Client's address as listed on this form. SATC only uses reputable, nationally recognized delivery services to deliver its Merchandise. If, however, Customer's order is lost prior to delivery, Customer is instructed to notify SATC, in writing, immediately. Notice of any such alleged loss should be sent to: Swiss America Trading Corporation, Attention: Customer Service, 15018 N. Tatum Blvd., Phoenix, Arizona 85032. If the delivery service verifies that Customer's Products were never delivered, SATC shall notify the relevant insurance carrier and request collection on the lost Item(s). SATC, at its sole discretion, may choose to either refund to Customer the full purchase price for such undelivered Products or replace such Products with other Products of the same or similar denomination/type and grade. SATC assumes no responsibility for Products after delivery to Customer. SATC assumes no risk of loss for any Products purchased from a Customer until such materials are delivered to and accepted by a representative authorized to receive such products by SATC.
8. Purchase Price.
a. Sales: The purchase price that the Customer has been quoted and agreed to pay at the time of Transaction execution with SATC Trade Desk is inclusive of all fees and margins on the Transaction. SATC uses the pricing method known as a "Bid and Ask Spread" to quote the price of various Numismatic Products. The Customer pays the "Ask Price" on purchases of Numismatic Products from SATC and the Customer receives the "Bid Price" on Numismatic Products liquidated to SATC. The Bid and Ask price vary based on the type of Numismatic Product involved. This method of pricing is consistent with industry standards used for Numismatic Products as seen in publications such as "The Coin Dealer Newsletter," "Greysheet," "Bluesheet" or "Certified Coin Dealer." The Customer can also reference the Current Bid/Ask Spread for the Numismatic Products purchased from SATC within his/her private account at the SATC Website. Bullion Products use a variation on the Bid/Ask price method using the Bid or Ask price as a base reference and then adding a commission to a purchase or subtracting a commission from the liquidation. In certain liquidation transactions the Customer may be required to pay a fee for delivery of Products from depositories to an accepted receiving site of SATC. The Bid/Ask Price may vary from firm to firm for what appears to be the same product. Shipping and insurance are added to bullion purchases.
b. Spreads (the difference between Bid and Ask Price) may vary by Product, by customer, and over time. For Customer to break even on a purchase, the Customer must be able to sell the Product in the future for a price high enough to recover Customer's initial total cost of purchase, including this Spread and all other fees.
c. Spread Range may be different (higher and/or lower), and the Spread SATC charges may be (higher and/or lower), at the time of and for any given transaction depending upon market conditions.
d. Re-purchases.The law prohibits SATC from guaranteeing to re-purchase the Products SATC sells, and SATC does not guarantee it will re-purchase any Product the Customer purchased from SATC. However, as of the date of the transmission of this Shipping and Transaction Agreement, SATC has never refused the opportunity to re-purchase Products that a customer purchased from SATC. If you wish to sell your Products in the future, SATC encourages you to offer them to SATC first. Should SATC make an offer to re-purchase Products it sold to you, it is SATC's current practice, which is subject to change at its sole discretion, to re-purchase those Products after receipt by SATC and after the re-purchase price is confirmed by its Trade Desk. SATC's re-purchase price may be raised or lowered on a daily, hourly or more frequent basis, depending upon various market conditions, inventory needs, and the price and availability of comparable Products. SATC does not guarantee that any re-purchase price will equal the price that SATC would pay to acquire the same denomination/type and grade of Product from a wholesaler, or that any offer made will be higher or equal to what someone else might offer for the same Product.
e. By selling to Swiss America Trading Corporation, I, the seller certify pursuant to 28 USC §1746: that seller deals in such article or otherwise by seller's respective occupation or by seller's respective avocations as collector or speculator, declare myself as having knowledge or skill particular to such articles or the practices involved in the purchases from or sales made to SATC. Any purchase or sale of coins, hallmark bars, registered ingots, and other items as numismatic objects, by me to or from SATC is for their numismatic value. To the extent customer is a buyer, he/she makes the same certification and warranty to SATC, that is Customer certifies pursuant to 28 USC §1746: that he/she deals in such articles or otherwise by virtue of Customer's respective occupation, or by Customer's respective avocations as collector and/or speculator, and represent having knowledge or skill particular to such articles or the practices involved in the purchase or sale made with SATC.
f. Price Quote on Customer's Holdings. Customers may request a quote on their holdings purchased from SATC and holdings purchased from other sources at any time. When requesting a quote, please specify the origin of the products and whether you are looking to purchase additional Products or sell your existing holdings - as SATC's Bid (buy from customer) and Ask (sale to customer) quotes will vary. SATC bases such quotes on a variety of factors, which are not necessarily tied or related to the prices quoted by, or factors considered by its competitors.
g. Classification as Bullion, or Numismatic. Whether a Product is classified as Bullion, or Numismatic may depend on a number of objective and subjective factors, including the age of the Product, its condition, the number of known copies, the likelihood of additional minting, the country of origin, relevant historical events or owners (e.g., shipwrecks; royalty), relevance to the formation of various collections, and a collector's personal attraction to the piece. SATC's classification of Products as Numismatic or Bullion is only an opinion and may change over time (e.g., if additional quantities of the Products are discovered). In addition, given the subjective nature of the classification process, other dealers or collectors may classify the same coin differently. SATC's prices and spreads are based on its classifications.
9. Remedy for Customer's Failure to Perform. If Customer refuses to accept delivery of the Numismatic or Bullion Products ordered or fails to make payment when due, SATC, at its sole discretion, may liquidate the transaction at the prevailing Bid price of SATC and resell such Numismatic or Bullion Products. If the proceeds from such liquidation are less than the purchase price agreed to with Customer, SATC shall be entitled to recover from Customer the difference between the liquidated price and Customer's purchase price, plus any incidental damages occasioned by Customer's breach. If the proceeds from such liquidation are more than the contract price with Customer, SATC shall be entitled to keep the excess amount as liquidated damages - actual damages being too speculative to calculate at this juncture.
10. Collector Objectives; Holding Period; Risk; No Advice; Sales Representatives.
SATC is both a seller and purchaser of Numismatic and Bullion Products. While SATC is always prepared to compare and contrast the different Products that are available for purchase from SATC or that SATC is willing to purchase from Customer, Customer acknowledges and agrees that (i) no fiduciary relationship exists between SATC and Customer, (ii) the decision to buy or sell Products, and which Products to buy or sell, are the Customer's decision alone, and (iii) buys or sells are made subject to Customer's own prudence and judgment.
a. Numismatic and Bullion Products should be considered a long-term hold. The present opinions of numerous popular writers of our day consider Bullion and Numismatic Products a long term hold. They, as well as SATC, believe Customers should be prepared to hold any Products purchased - whether from SATC or elsewhere - for at least a two to five year period, and preferably five to ten years, to maximize the potential for growth. In SATC's opinion, Customer should only use capital that they can part with for at least this period of time. However, our Products carry capital risk. Numismatic and Precious Metals markets may appreciate, depreciate, or stay the same depending on a variety of factors. SATC cannot guarantee, and makes no representation, that the Numismatic or Precious Metals market will appreciate or appreciate sufficiently to make the Customer's purchase more valuable at the expiration of this or any other period of time. Customer agrees and acknowledges that it is the Customer's responsibility to determine what period of time they can afford to hold the products as it is their responsibility to decide when is the appropriate time to buy and sell the products.
b. SATC takes no stance on the total percentage of assets our products should comprise in Customer holdings. Every customer should evaluate his/her own capacity for risk. Moreover, Our Products do not yield income and thus are not an appropriate vehicle for investors seeking current or future income.
c. The success of a Customer who purchased our Products is dependent, in part, upon extrinsic economic forces including but not limited to supply, demand, international monetary conditions, inflation and the expectation of inflation. The impact of these forces on the values of Products in general or any particular Product cannot be predicted. Customer acknowledges that the Numismatic and Precious Metals market can be volatile and the prices of both may rise or fall over time. Customer further acknowledges that past performance is no guarantee of future performance.
d. SATC does not provide tax, investment, or legal advice or advisory services, and no one associated with SATC is authorized to provide any such advice or services. Any written or oral statements by SATC, its {sales representatives, affiliates, contractors, agents, employees, officers, or other representatives} relating to future events or the attributes of certain Products are opinions only. Such statements, if any, are not representations of fact.
e. SATC's sales representatives are independent commissioned sales persons. In addition, from time to time, SATC's sales representatives may receive other compensation tied to sales activity - e.g., sales contests; bonuses tied to the sale of certain denominations/types or grades of Products. SATC's sales representatives are not licensed and their knowledge of the Numismatic and the Precious Metals Marketplace varies markedly.
f. SATC makes no representations regarding the tax consequences of a Customer purchasing or selling our Products or placing our products in a Customer's Retirement Plan. Customer expressly acknowledges that Customer has been advised to seek independent tax advice from a qualified professional regarding the tax consequences of dealing in our Products.
g. Swiss America acknowledges there have been situations historically that have resulted in the confiscation of gold, but has no knowledge or position in regard to the possibility of any future confiscations.
11. Grades. SATC purchases Products, both graded and ungraded, to re-sale to its customers. SATC is not a grading service. When offering Independently Graded Products SATC relies upon the opinions and assessments of independent grading services such as Professional Coin Grading Service, Inc. (PCGS), Numismatic Guaranty Corporation of America (NGC), the American Numismatic Association Certification Service (ANACS) and Collectors Acceptance Corporation (CAC). Grading is a subjective process and it is not uncommon for grading services, or individual examiners within the same grading service, to reach different conclusions regarding the appropriate grade for a particular Product. Moreover, grading standards are constantly evolving. SATC does not guarantee that the Products it sells will attain the same grades in the future. Grading is an art, not a science. Numerical grading gives the impression of precision when numbers represent a nuanced opinion that even experts cannot consistently or systematically agree upon. In buying or selling graded coins, SATC warrants that the coin is genuine (i.e., not a counterfeit) and states that the grade is an opinion of the grading service.
12. Representation/Warranty. Sales Representatives are Not Authorized To Make Other Representations or Warranties: SATC represents and warrants that, upon the delivery of Purchase Funds (as provided for in Paragraph 2 and subject to the other terms and restrictions set forth in this Shipping and Transaction Agreement) SATC will cause to be delivered to Customer the denomination/type and grade of Products specified in Customer's Transaction order, as classified and/or graded by a recognized grading service such as one of the following independent grading services: Professional Coin Grading Service. Inc. (PCGS), Numismatic Guaranty Corporation of America (NGC), the American Numismatic Association Certification Service (ANACS), or any other independent grading service of similar standing. The only representation and warranty that Customer may rely upon in purchasing Products from or selling Products to SATC is the representation set forth in this Paragraph 12. Neither SATC, nor any of its {sales representatives, affiliates, contractors, agents, employees, officers, or other representatives} is authorized to make any other representations or warranties concerning any Products that SATC is selling or purchasing under this Shipping and Transaction Agreement. Grading is a subjective description in the opinion of the cataloger as to the state of preservation, method of strike, and overall appearance of a particular coin or lot. The term "proof" or "specimen" is used to describe a method of manufacture, and is not a grade, condition or an attribute. SATC does not represent that a numismatic item has or has not been cleaned, that any toning is natural or artificial, that any coin catalogued will meet the standards, or the grade, of any third party grading or attribution service, that a numismatic item has a particular provenance or pedigree, that a numismatic item is struck or not struck, or produced or not produced in a particular manner or style. Such terminology and adjectival descriptions, (which can and do vary among experts and knowledgeable purchasers) when used by SATC, are strictly the opinion of the cataloger and shall not be deemed to be part of the description; i.e. it is only an opinion and not an attribute. In most instances, SATC utilizes numerical, not adjectival, descriptions for grading. The use of numerical shorthand is designed to create a mental image of a coin's description. SATC may utilize numerical descriptions, and may include numismatic items that have been graded or attributed by others, in which case it is so stated (i.e., PCGS, NGC, etc.). This grading opinion, as well as any other statements made with respect to numismatic Products offered for sale by SATC, are made by SATC at the time that the numismatic item is catalogued, not at any prior or subsequent time. When SATC sells a numismatic item that is encapsulated by a grading service and utilizes the grade or condition ascribed to it by the grading service in a description, buyer acknowledges and agrees that other grading services, SATC or knowledgeable purchasers might reach a different conclusion as to the state of preservation of a particular item, and that SATC has presented the services description of the encapsulated item for accommodation only. No Warranty, or Guarantee, Whether Express or implied, including a Warranty of Merchantability, is made with respect to such numerical description, certification, attribution or grade of any third party, which can and does vary among experts. Unless otherwise stated in writing, the Products offered for sale do not include any rights or claim against any third party with respect to such grade or attribution, or any guarantee by any third party. Any such information provided by SATC is the opinion of the third party, without recourse against SATC in any way whatsoever. SATC makes no representations, warranties or guaranties or behalf of any third party with respect to such grade or attribution.
13. Exchange Policy.
a. Replacement of Numismatic Products. Where Grade Disputed: Customer agrees to inspect each delivery carefully upon receipt. If for any reason the Customer is dissatisfied with the quality of a Numismatic Product purchased from SATC, Customer should immediately notify SATC. If Customer notifies SATC of his/her dissatisfaction within Fourteen (14) calendar days of delivery of the Numismatic Product and the original holder in which the Numismatic Product in question was delivered has not been opened, removed, or tampered with in any respect, SATC shall replace the Numismatic Product in question with another Numismatic Product (as appropriate) of the same denomination/type and grade. SATC, at its sole discretion, may permit Customer to upgrade to higher value Numismatic Product (either in denomination/type or grade) as part of this replacement process, provided Customer pays the difference between the Current Ask Price of the Numismatic Product previously purchased and SATC's current Ask Price for the higher value Numismatic Product to be substituted. If SATC determines in its sole discretion, that another semi-Numismatic or numismatic coin or bar of the same denomination/type and grade is not reasonably commercially available, SATC may elect, at its sole option, to replace the Numismatic Product purchased with a reasonably comparable Numismatic Product even though it is a different denomination/type and grade. Any requests pursuant to this paragraph should be directed, in writing, to Swiss America Trading Corporation, Attention: Customer Service, 15018 N. Tatum Blvd., Phoenix, Arizona 85032, and postmarked by the deadline indicated. Some States do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you.
b. With the exception noted in Paragraph 13a, ALL SALES ARE FINAL; the Products cannot be exchanged or returned for a refund.
c. This Exchange Privilege gives you specific legal rights, and you may have other different rights which may vary from State to State.
14. Disclaimer of Express and Implied Warranties. EXCEPT AS SET FORTH IN PARAGRAPH 12, THE PRODUCTS SOLD BY SATC PURSUANT TO THIS SHIPPING AND TRANSACTION AGREEMENT ARE SOLD ON AN "AS IS" BASIS AND SATC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY AND OR FITNESS FOR A PARTICULAR PURPOSE. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
15. Limitation of Liability. IN NO EVENT SHALL SATC HAVE ANY OBLIGATION OR LIABILITY (WHETHER IN TORT, CONTRACT, WARRANTY, OR OTHERWISE, AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE, OR STRICT LIABILITY). FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES SUSTAINED OR ARISING FROM OR RELATED TO ANY TRANSACTION COVERED BY THIS SHIPPING AND TRANSACTION AGREEMENT, EVEN IF SATC IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, SATC's LIABILITY TO CUSTOMER, OR ANY THIRD PARTY, FOR ANY REASON AND UPON ANY CLAIMS SHALL AT ALL TIMES BE LIMITED TO THE WHOLESALE MARKET VALUE OF THE PRODUCT IN DISPUTE ON THE DAY SETTLEMENT IS REACHED BETWEEN THE PARTIES OR THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE PRODUCTS IN DISPUTE, OR THE LESSER OF THE TWO AMOUNTS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
16. Application to Future Transactions. This Shipping and Transaction Agreement shall control all transactions between SATC and Customer unless and until such time as it is amended by SATC. Customer agrees that SATC may amend this Shipping and Transaction Agreement at any time and from time to time, that SATC may give notice to Customer of any amendment by email to the last email address listed with SATC or by mailing a copy of the amended Shipping and Transaction Agreement to the address set forth above (or any updated address provided by Customer in the interim), and that following such notice, the amended Shipping and Transaction Agreement shall govern succeeding transactions.
17. Force Majeure. Neither SATC nor Customer shall be liable for any failure or delay in its or
his/her performance under this Shipping and Transaction Agreement due to any cause
beyond its or his/her respective reasonable control including acts of war, terrorism, acts of God, earthquake, flood, embargo, riot, sabotage, labor
shortage or dispute, governmental act, banking failure or failure of the Internet including, but not limited to, any disruption, failure and/or error in or
of SATC's internal computer systems, or any disruption, failure and/or error in or of any third-party Internet service providers as SATC may use from time
to time.
18. Choice of Law. Individual and Class Claims: The internal, substantive law of Arizona shall govern all claims brought by or against SATC in connection with this Shipping and Transaction Agreement or otherwise arising out of any interaction between SATC and Customer.
19. Limitation on Time to Bring Any Claim. Except where the law prescribes a shorter applicable statute of limitation, or prohibits shortening the otherwise applicable longer statute of limitations, any claim or legal action of any kind arising in connection with or relating in any way to purchases from or sales to SATC, or any other conduct of SATC, must be brought within one year after the purchase or sale or other event giving rise to the claim or legal action. Notwithstanding the immediately preceding sentence, if the law of applicable jurisdiction has a "discovery rule," whereby accrual of the claim is deferred, which is applicable to one or more claims, then the one-year (or shorter, if applicable) limitation period specified herein shall commence running from the date of accrual for such claim or claims as determined by the law of the applicable jurisdiction. If this clause is determined to be unenforceable as to any particular claim or claims under the law of the applicable jurisdiction, it shall remain fully enforceable as to all other claims.
20. Jurisdiction. Jurisdiction and venue for any dispute, claim or controversy arising out of or relating to this Shipping and Transaction Agreement or the breach, termination, enforcement, interpretation or validity thereof, or any other interaction between SATC and Customer, shall be in Phoenix, Arizona, and any party making a claim against SATC in whatever form, hereby, submits to personal jurisdiction in that forum for any and all purposes.
21. Resolution of Disputes. Any dispute, controversy, or claim arising out of this Shipping and Transaction Agreement or any breach hereof shall be submitted to arbitration by written demand of either party if, after a period of thirty (30) calendar days following the first written notice of such dispute, the parties have been unable to resolve such dispute, controversy, or claim. The arbitration shall take place in Phoenix, Arizona in accordance with the Commercial Arbitration Rules of the American Arbitration Association. One arbitrator shall conduct the arbitration, unless either party hereto shall request, either in the written demand for arbitration or by written response within ten (10) calendar days to such demand for arbitration, then the arbitration shall be conducted by three arbitrators. If the arbitration is to be conducted by one arbitrator, the parties shall mutually agree upon the selection of the arbitrator. If the parties are unable to mutually agree on the identity of the arbitrator, three arbitrators shall conduct the arbitration. If the arbitration is to be conducted by three arbitrators, each party shall select one arbitrator and the two arbitrators selected by the parties shall mutually agree on the selection of the third arbitrator. If either party hereto shall fail or refuse to arbitrate hereunder, the arbitrator(s) may award the other party reimbursement of any legal fees and expenses incurred in such action or proceeding or in any action or proceeding to compel arbitration. CUSTOMER AND SATC WAIVE THEIR RIGHTS, IF ANY, TO BRING ANY CLAIM THAT IS SUBJECT TO THIS ARBITRATION PROVISION AS A CLASS ACTION OR OTHERWISE ON A REPRESENTATIVE BASIS. Any award rendered as a result of arbitration shall be final and binding upon both parties hereto, and judgment upon the award rendered may be entered in any court of competent jurisdiction. The prevailing party in any dispute shall be entitled to an award of attorney's fees and costs.
22. Finality. This Shipping and Transaction Agreement is intended by SATC and Customer as a final expression of their agreement concerning the matters set forth herein, and is also intended as a complete and exclusive statement of the terms of their agreement. This Shipping and Transaction Agreement supersedes any oral or written statements made prior to, contemporaneous with or in the future regarding this Shipping and Transaction Agreement or the transactions covered hereunder. Customer shall not rely upon any statement made by or on behalf of SATC that is inconsistent with this Shipping and Transaction Agreement.
23. Severability. If any provision of this Shipping and Transaction Agreement is determined by any court of competent jurisdiction or arbitrator to be invalid, illegal or unenforceable to any extent, that provision shall, if possible, be construed as though more narrowly drawn, if a narrower construction would avoid such invalidity, illegality, or unenforceability or, if that is not possible such provision shall, to the extent of such invalidity, illegality, of unenforceability, be severed, and the remaining provisions of this Agreement shall remain in full force and effect.
SHIPPING INSURANCE AND ACCOUNT AGREEMENT FORM:
BY SUBMITTING BELOW, I ACKNOWLEDGE THAT I HAVE READ, UNDERSTOOD AND HEREBY AGREE TO THE TERMS OF THIS AGREEMENT:
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