Terms & Conditions

1.Formation of Contract

1.1.All items purchased by the Company are purchased subject to these Terms and any further special terms and conditions of sale which may be incorporated into any particular contract for purchase by the Company.

1.2.In the event of any dispute between the Terms and any such special terms, the special terms shall prevail.

1.3.No counter offer or other terms and conditions of sale or purchase shall apply to any contract for purchase made by the Company.

1.4.The individual or organisation in possession of item(s) it wishes to sell (“Seller”) shall notify the Company of any item(s) it wishes to offer for sale and will submit to the Company as many details of such item(s) as it has in its possession. Upon receiving such notification the Company shall confirm to the Seller:

1.4.1.Whether it is able to and wishes to endeavour to locate a buyer for the item(s);

1.4.2.If and when the item(s) would be removed from the Seller’s premises and the arrangements and costs of doing so; and

1.4.3.Whether the item(s) would be stored by the Company and the arrangements and costs of doing so; but unless otherwise stated storage and removal shall be charged at the Company’s standard rate as set out from time to time.

1.5.Where the Seller accepts the Company’s proposals as to arrangements and fees pursuant to clauses 1.4.1 to 1.4.3, the Company shall make the necessary arrangements to collect, store and locate a buyer for the item(s).

1.6.Title to all item(s) shall remain with the Seller until the Company notifies the Seller that it has concluded a contract with a buyer for the item(s) and received payment in cleared funds. Upon receipt of such cleared funds by the Company the Company shall account to the Seller for the cost of such item(s) in accordance with clause 3 and title in the item(s) shall pass to the Company.

2.Description and condition of items

2.1.The Seller hereby warrants, represents and undertakes that (unless it confirms otherwise to the Company) at the point at which it notifies the Company of its wish to sell the item(s) in accordance with clause 1.4, it owns and has possession of the physical item(s) and/or both the full legal and equitable title in the item(s) it wishes to sell and that it is entitled to sell such item(s) free from encumbrances or restriction.

2.2. he Seller will use reasonable endeavours to provide the Company with full details and history of all item(s) being sold, together with details of all faults and imperfections of the item(s), where it is possible for the Seller to do so. The Company acknowledges that the Seller may not be aware of the full details or history or of any faults or imperfections of any particular item being sold.

2.3.The Company further recognises and acknowledges that all statements made by the Seller or its agents or employees (including but not limited to statements relating to authenticity, origin, date, age, period, condition, attribution, quantity, measurement or weight) are made in good faith and without warranty or responsibility on the part of the Seller.

2.4.All items are purchased on an ‘as is’ basis subject to all faults, imperfections and defects and the Company acknowledges that

2.4.1.It or its buyers will undertake to carry out any necessary work in order to ensure that each item purchased conforms to all relevant law before the item is put into use;

2.4.2.No item(s) (unless otherwise specified) is/are supplied as new for the purposes of the Consumer Protection Act 1987 or any other product liability law (but where any item is specified as being new and with the benefit of a manufacturer’s warranty or guarantee, the Seller shall ensure that the Company and its buyers have the full benefit of such manufacturer’s warranty or guarantee); and

2.4.3.No software or data, business records, plans, drawings, patents, tools or any other intellectual property is included with any item unless stated in the item description.

3.Invoicing and payment

3.1.All items purchased by the Company will be paid for in UK Pounds (£, Sterling) unless otherwise stated.

3.2.The Company will invoice the Seller for the full cost of the removal and/or storage of the item(s) including VAT (where applicable) and the Seller will pay all invoices within 30 days of the date of the invoice or in accordance with such other terms as shall be agreed between the Seller and the Company.

3.3.Upon receipt of the funds in accordance with clause 1.6 the Company will provide an account to the Seller setting out the proceeds of the sale less the Company’s commission of [ ]% or such greater or lesser percentage as shall be agreed with the Seller (“Commission”). Where the item sold does not form part of a larger consignment of items or it does form part of a larger consignment of items and all of the items in that consignment have been sold, the Company shall pay to the Seller as soon as practicable the balance of the monies received after the Commission has been deducted.

3.4.Where the item(s) form(s) part of a larger consignment of item(s) and all of the remaining items in that consignment have not been sold, the Company shall not account to the Seller for the amounts described in clause 3.3 until all such item(s) have been sold or the Company notifies the Seller that all such item(s) are not to be sold and agrees to account for payment of those sold on an interim basis.

3.5.The Seller acknowledges and agrees that the Company shall be under no obligation to pay to it any amount(s) for any item(s) until the Company is in receipt of cleared funds for such item(s) from the buyer of such item(s).

3.6.The Company shall be at liberty to deduct from any amounts due to the Seller any amounts due from the Seller under any invoice including outstanding amounts due pursuant to clause 3.2.

3.7.Interest may be charged on any overdue amounts due to the Company from the Seller under these Terms at the rate of 4% (four per cent) above the base lending rate from time to time of the Bank of England accruing on a daily basis to run from the due date for payment until receipt by the Company of the full amount (including any accrued interest) whether before or after any judgment. The parties agree that this constitutes a substantial remedy in terms of the Late Payment of Commercial Debts (Interest) Act 1998.

3.8.Full payment is not deemed to have been made until the payment in question clears into the Company’s specified bank account.

4.Title and Risk

4.1.All items sold shall be the sole responsibility of, and at the risk of, the Company from the point that the Company removes such item(s) from the Seller’s site. The Company will affect immediate and adequate insurance cover for the resale value of the item(s) from the point at which risk passes to the Company.

4.2.The resale value of the item(s) shall be adjudged by the Company and communicated to the Seller in the event of loss or damage necessitating an insurance claim, but in the event that the Seller does not accept the Company’s valuation of the item(s) the Seller shall obtain valuations from either 2 or 3 independent valuers and shall accept either the average of the valuations it has obtained or the Company’s valuation as being the value of the item(s). Where the Seller is unable to obtain at least 2 independent valuations in accordance with this clause 4.2 it will accept the Company’s valuation of the item(s).

4.3.In the event that the Company holds item(s) belonging to the Seller on its premises title to which has not yet passed to the Company, the Company shall ensure that such items are marked as belonging to the Seller either on the item(s) or by way of a comprehensive inventory system.

4.4.The Seller may request at any time prior to transfer of title in accordance with clause 1.6 for the return of any item(s) but the Seller will in such circumstances be responsible for all costs of collection or delivery of such item(s) to the Seller and payment will be made in accordance with clause 3.

5.Site Clearance / Removal of Goods

5.1.The Company will, at the Seller’s request, audit one or more item(s) designated as being available for sale by the Seller and advise the Seller of:

5.1.1.The saleability of the item(s) in question;

5.1.2.The possible selling price of the item(s) in question; and

5.1.3.Likely markets for the item(s) in question; but the Seller acknowledges that all such advice, whilst given in good faith, shall be given without warranty or representation and the Company accepts no liability for such advice.

5.2.Collection of item(s) from the Seller’s premises shall be undertaken by the Company or its agents unless otherwise agreed in writing between the Seller and the Company. Items will be collected on or as close to the date and at the time agreed with the Seller, but time shall not be of the essence with regards to this clause 5.2.

5.3.Where it is agreed that the Company will collect the item(s) from the Seller’s premises:

5.3.1.The Company will provide a quote to the Seller setting out the costs of removing the item(s) from the Seller’s premises which shall be based on the information provided to the Company by the Seller relating to the condition, position and nature of the premises and the position(s) of the item(s) within those premises;

5.3.2.The Seller shall pay the Company for the cost of removal of the item(s) in accordance with clause 3;

5.3.3.The Company will be responsible for obtaining all necessary labour and plant for the removal of the item(s) but where additional labour and/or plant are required and/or where the cost of removing the item(s) exceeds that quoted under clause 5.3.1, due to inaccuracies, errors or omissions in the information provided to the Company by the Seller, the Seller shall pay to the Company such additional costs as may be incurred or due to the Company as a result of such additional labour or plant or increased costs;

5.3.4.The Company will be responsible for and will indemnify and keep indemnified the Seller and its agents against all liability, loss, damage, claims or costs (including professional’s fees), injury or death howsoever and by whomsoever caused to the Seller’s site, buildings, plant, machinery, agents, employees or other individuals lawfully attending at the Seller’s site and arising from or in the course of the removal of the item(s) (except to the extent that such liability, loss, damages, claims or costs are caused or contributed to by any act, omission or negligence of the Seller, its agents or employees or such other individuals lawfully attending at the Seller’s site);

5.3.5.The Seller will ensure that the premises from where the item(s) are collected will at all times comply with all current Health and Safety laws and guidelines and the Company will ensure that it and its agents and employees comply with all such laws and guidelines.

6.Limitation of Liability

6.1.The Company acknowledges and agrees that all item(s) sold by the Company on behalf of the Seller pursuant to these Terms are not new and that the Seller gives no warranty in relation to them. Neither the Seller nor its agents shall be liable in any way for any faults or imperfections in any item(s) whether the same have been made known to the Company or otherwise. The Company accepts that it resells all item(s) at its own risk and neither the Seller nor its agents shall be liable for any loss or damage suffered by the Company or any other party as a result of the purchase, use, resale or onward transmission of any item(s).

6.2.The Company will be fully responsible for and will fully indemnify and keep indemnified the Seller and its agents against all liability, loss, damage, claims or costs (including professional’s fees), injury or death howsoever and to whomsoever caused as a result of the sale, resale, use or onward transmission of any item(s).

6.3.Nothing in these Terms shall be deemed to limit either party’s liability for:

6.3.1.death or personal injury caused by its negligence;

6.3.2. fraud; or

6.3.3. fraudulent misrepresentation.

6.4. For the avoidance of doubt, nothing in clause 6.3 shall affect in any way the indemnity set out in clause 6.2, which shall remain in full force and effect.

7.Force Majeure

7.1.If either party is prevented, hindered or delayed from complying with its obligations under these Terms by a Force Majeure Event the affected party may, at its option:

7.1.1.Suspend compliance with these Terms while the Force Majeure Event continues; or

7.1.2.Terminate the contract with immediate effect by written notice to the other, and the affected party shall not be liable for any loss or damage suffered by the other as a result.

7.2.In clause 7.1 above, Force Majeure Event shall mean any circumstances beyond the reasonable control of either party including, but not limited to any act of God (including lightening, storm, tempest, earthquake and naturally occurring flood), any act of war, civil disturbance, riot or unrest or terrorism, strikes, lock-outs, labour disputes or industrial disturbances, malicious damage, fire or explosion, compliance with law or governmental order, rule, regulation or direction, breakdown of plant or machinery; and circumstances where obtaining or replacing resources of any kind due to a shortage in the market place is impossible or impracticable.

8.General

8.1.The parties intend that the Seller and the Company may enforce their rights under these Terms but nothing in these Terms shall give to any third party the right to enforce any of these Terms pursuant to the Contracts (Rights of Third Parties) Act 1999 (but nothing in this clause 8.1 shall exclude any right of any third party available apart from that Act).

8.2.In the event that any of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, that or those Term(s) shall be struck from the Terms but for the avoidance of court the remaining Terms shall remain in force.

8.3.These Terms shall be subject to and construed in accordance with English law and any disputes shall be subject to the exclusive jurisdiction of the English Courts.

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