This website auctions.redcorn.co.uk (the "Website") and the auction service and parts sales provided on the Website are operated by Redcorn Ltd, a company incorporated in England (Co. No.02768567) whose registered office is at 855 Hertford Road, Enfield, Middlesex, EN3 6UH. VAT Registration number: GB 628052548
1. INTRODUCTION
The User will be deemed to have accepted these Terms and Conditions when you click "I agree to the Terms and Conditions" and when you click " I agree to these Terms and Conditions " when you register to become a trade member ("Trade Member") via the website at auctions.redcorn.co.uk("Website").
References to "us" and "our" means Redcorn Auctions ("Redcorn"), a company incorporated in England (company number 02768567) whose registered office is at 855 Hertford Road, Enfield, Middlesex, EN3 6UH. Redcorn's VAT Registration number is GB 628052548.
References to "you" "the user" and "your" in these Terms and Conditions mean you as a registered Trade Member.
Acceptance of these Terms and Conditions by the user is an absolute pre-condition of using our Website and Services. If the user does not accept these Terms and Conditions, you will not be permitted to use our Website or the Services provided through it, or any other services we provide.
A "Lot" is the motor vehicle (which shall include without limitation cars, motorcycles, caravans, commercial vehicles,) or other goods that we offer for sale at auction.
The user acknowledges that our business is that of selling salvaged, used, recovered stolen, accident-damaged and/or insurance write-off vehicles and other used goods.
As such the user acknowledges that as a registered Trade Member you are a trader in such vehicles and/or other goods and, whether or not this is your first occasion that you are using our Services, you are purchasing all Lots with a view to your trade and with a view to a profit.
These Terms and Conditions govern (a) your use of our Website and Services and form a binding contract between the user and us regarding your use of our Website and Services, and (b) from time to time your purchase of a Lot, which forms a binding contract between the user and the Seller of a Lot, who may on occasions be us.
These Terms and Conditions set out and explain our responsibilities to the user. They also include important provisions that restrict and/or limit our liability to the user: this is because the Lots we offer for sale at auction are salvage, used, damaged, recovered stolen and/or insurance write-offs.
Once you become a registered Trade Member with us, the user agrees to be bound by these Terms and Conditions. We reserve the right to amend these Terms and Conditions at any time without prior notice to you: if we do so, we shall display a notice to this effect on the Website.
2. OUR WEBSITE, YOUR INFORMATION AND ACCOUNT SECURITY
2.1. We will provide you with every practical and reasonable help you may require to access the Website but we cannot accept responsibility if you are unable to do so for any reason. We do not guarantee you access to the Website at any time. We do not guarantee that while you are accessing the Website your access will be uninterrupted, without delay or interference, secure and/or error free, or indeed operate as set out and anticipated in these Terms and Conditions. Accordingly, we reserve the right at any time to suspend or discontinue the Website and/or Services for any reason without incurring any liability or obligation to you.
2.2. As long as you comply with these Terms and Conditions and the other documents incorporated by reference, we will provide you with such access to the Website and Services as we are able to deliver on the basis set out in these Terms and Conditions. However, we reserve the right in our discretion to terminate or suspend your registration and/or access to the Website or Services without giving any reason.
2.3. When you apply to become a registered Trade Member and during your use of the Website and the Services, you will provide us with data. We will respect the privacy of such data. We will only collect, use, disclose or process your data in accordance with our Privacy Policy, which you accept by your continued use of the Website or the Services. The user must keep their data accurate and up-
to-date and promptly send us any new or amended data. We will only share your data with other parties as set out in our Privacy Policy, as provided in these Terms and Conditions and/or with your prior consent.
2.4. The user agrees that you will act lawfully, diligently and honestly at all times when you access and use the Website or Services and will comply with all laws and regulations applicable to your use of the Website or Services. You promise that all the details you supply on registration or at any time thereafter are and will remain true and accurate.
2.5. The user agrees that they will not interfere with, jeopardise, disrupt or harm the Website or Services and that you will not intercept, expropriate, re-use, steal or re-utilise any system, data, photographs or information comprised in or provided to you via the Website or Services.
2.6. The user agrees that they shall be solely liable for actions taken using their username and password to access the Website or Services, whether taken by you or third parties and/or with or without your consent or knowledge.
2.7. Apart from where we accept an Authorised Bidder, the user agrees that you shall keep your username and password confidential and not disclose them to or share them with anybody.
2.8. If the user believes that the confidentiality of their password has been compromised, the user must tell us immediately. We will use our reasonable endeavours to provide you with an alternative password, although we reserve our absolute discretion to restrict or terminate your use of the Website and Services as set out in these Terms and Conditions.
3. INTELLECTUAL PROPERTY RIGHTS
3.1. The user acknowledges and agrees that we and/or our licensors own all the intellectual property rights in and relating to our Website and Services and their content. Your use of the Website or Services and their content grants you no rights in relation to our or our licensors' intellectual property rights.
3.2. Other than for your own personal use and solely in connection with your use of our Website or Services, you may not copy, reproduce, download, publish, re-publish, post, broadcast, record, print, commercially exploit, transmit, edit, communicate to the public or distribute in any other way our Website, Services, or their content, or the computer codes of elements which comprise our Website and Services.
3.3. Other than as set out in this clause 3 you are not permitted to use any of our intellectual property rights without our (and our licensors) prior written consent.
4. MEMBERSHIP AND REGISTRATION
4.1. Membership as a registered Trade Member with us is open to all individuals aged 18 years or over and of suitable capacity to enter into legal contracts. We reserve the right to deny membership to, and/or exclude from our premises or Website, any individual in our absolute discretion. We reserve the right to suspend, revoke or amend your membership in our absolute discretion.
4.2. If you wish to become a registered Trade Member you must (a) complete our registration form, (b) pay any applicable fee, and (c) supply one form of picture identification (e.g. passport or photo card driving licence) and two household bills dated within the last three months showing your name and address. Your membership with us must be reviewed and renewed annually by paying any membership fee that may be applicable, submitting copies of all current licences, and providing information regarding any changes to your details. We reserve the right to impose or increase registration administration and/or annual membership fees at any time without notice, though we will place such information on our Website and/or at our branches. Your use of our Website or Services thereafter will be deemed to be your express acceptance and/or acceptance by conduct of such fee imposition or increase.
5. RELEASE OF LIABILITY AND INDEMNITY
5.1. So far as permitted by law the user , any Authorised Bidder, and your guests irrevocably and unconditionally waive and release your/their rights (if any) to recover from us, our directors,
officers, employees, representatives, agents, subsidiaries, partners, affiliates or suppliers, any and all damages, losses, liabilities, costs, expenses or claims (whether direct or indirect, known or unknown, foreseen or unforeseen) that may arise from or be related to property damage or any other event which occurs on or at any of our premises or the Website.
5.2. So far as permitted by law the user agrees to indemnify and keep indemnified, from any and all damages, losses, liabilities, costs, expenses (including legal fees, disbursements and VAT) or
claims (whether direct or indirect, known or unknown, foreseen or unforeseen) made by you, any Authorised Bidder or your guests arising from or related to property damage or any other event that occurs on or at any of our premises or the Website.
5.3. So far as permitted by law the user agrees to indemnify and keep indemnified, in respect of any liability to taxation, duty, charge or levy in the nature of taxation (including all penalties, charges, costs and interest relating to any of them), past, present or future, wherever imposed, that we suffer as a direct or indirect consequence of your use of the Website and/or Services.
5.4. To the fullest extent permitted by law, under no circumstances (including negligence) will
we be liable for any special, incidental or consequential damages or loss of profits that result from or are related to the sale, distribution, use of or inability to use any Lot even if we had been previously
or subsequently advised of the possibility of such damages or losses. As a Trade Member, the user agrees that the provisions of this clause 5 are fair and reasonable in all the circumstances.
5.5. We do not guarantee or warrant in any way that any Lot we sell and you purchase can be legally registered in any jurisdiction and you accept all risks associated with any variations in title or registration laws (if any) between jurisdictions that may adversely impact upon the marketability or roadworthiness of Lots you purchase.
5.6. We are not responsible or liable for any losses you sustain arising out of or in connection with any defects, errors or omissions in any paperwork issued by any government department, executive agency or other authority of competent jurisdiction (including without limitation the DVLA and VOSA).
5.7. It is your sole responsibility to comply with all import and/or export procedures, inspections, fees, proof of emissions or any other requirements that may apply to your purchase.
5.8. In any event our maximum liability is limited to the selling price of the lot.
6. BIDDING OVERVIEW
6.1. Apart from those Lots offered under clauses 14 ("Buy It Now") you may log on to our Website during a Virtual Sale to submit bids electronically in real time over the Internet to compete with other Virtual Bids.
6.2. During the Bidding Period you may preview the Lots we are offering for sale at the premises at which they are stored.
6.3. Once you have submitted a bid, it cannot be retracted, deleted or cancelled.
6.4. Each instruction, transmission, display and receipt in relation to Bidding shall be deemed to have been carried out in the United Kingdom.
7. SALES, POLICIES AND PROCEDURES
7.1. Any auctions conducted are subject to the Auctions (Bidding Agreements) Act 1927 and
Auctions (Bidding Agreements) Act 1969.
7.2. Lots may be subject to a reserve price (an undisclosed minimum selling price) on any lot. If there is a reserve price on a lot, it will be identified on the auction search page entry in respect of that lot by signifying whether or not the reserve price has been met or exceeded at the time when the bidder accesses that search page.
7.3. A bid the user place's will be binding if we accept it by a notice displayed on the Website. The moment you are so notified that your bid has been successful, a Contract of Sale will be concluded in respect of the Lot that was the subject matter of your bid. A Contract of Sale will only be concluded if the reserve price has been met. In each case, the Contract of Sale will be between the user as the winning bidder and us. These Terms and Conditions, govern the Contract of Sale.
7.5. We shall act as sole arbiters in all disputes and matters arising out of or in connection with any pre-sale, auction or post-sale matters, including (without limitation) bidding for, withdrawing or altering the sale order of any Lot, refusing bids from the user or your Authorised Bidder, or the cancellation of any Contract of Sale made at or during any sale and our decision (for which no reason may be given) shall be final.
7.6. Without giving any reason and in our absolute discretion we may refuse to accept any bid
or regulate the bidding as we see fit. We may remove, restrict or withdraw any Lot being offered for sale at any time before any Contract of Sale is concluded.
7.7. In addition, we may cancel any concluded Contract of Sale in our absolute discretion. If we cancel any concluded Contract of Sale, the user shall not be entitled to rely upon any Contract of Sale for any purpose, though the user shall be entitled to the return of any deposit or part of the purchase price you have already paid.
7.8. The user agrees to indemnify, keep us indemnified from any and all liability arising out of our decisions made in connection with resolving disputes, withdrawing Lots from sale, refusing to accept bids and/or cancelling concluded Contracts of Sale.
7.9. We reserve the right not to release any Lot prior to, during or after any sale for whatever reason in our absolute discretion. The user will not receive such right and title as we the Seller has/have to or over any Lot on which you have successfully bid and entered into a concluded Contract of Sale unless and until we receive cleared funds from the user in full payment of all sums, fees and other monies due from the user in respect of that Lot. The user will still, however, be legally committed to purchase that Lot and we will not be obliged to transfer such right and title to you
until full payment has been made, subject to our right to cancel a concluded Contract of Sale and these Terms and Conditions generally.
7.10. The user will assume full responsibility for, and all risk passes to the user in respect of, any Lot the user has purchased from us from the time the Contract of Sale is concluded between the user and us. You agree to indemnify, against all losses, damages or other harm arising out of or in connection with any damage (howsoever caused) to any Lot the user has agreed to purchase.
8. DISCLAIMERS
8.1. All lots we offer for sale are sold on an "as is where is" basis. This means sales are without any express or implied warranty (including without limitation any warranty of fitness for a particular purpose or of satisfactory quality), and it will be your responsibility for arranging collection of any purchase.
8.2. We expressly disclaim the accuracy or completeness of any and/or all information provided to the user regarding lots whether provided in written, verbal or digital image form ("lot information"). Lot information is provided for convenience only. The user agrees that you will not rely on lot information in deciding whether or how much to bid on any lot. Lot information includes without limitation: year, make, model, condition, salvage type, damage amount, damage type, roadworthiness, driveability, accessories, mileage, odometer readings, vehicle identification numbers, title, repairs needed, repair cost, repair history, title history, service history and total loss history. We expressly disclaim any and all representations (whether written or verbal), warranties and guarantees regarding the lots we offer for sale. We do not guarantee that keys are available for any vehicles sold through us, regardless of whether or not keys are present in online images or are present in the vehicle during any pre-purchase inspection. The lots we offer for sale may be missing components or parts. We do not guarantee that vehicles meet or can be modified to meet local emission or safety requirements.
It is your sole responsibility to ascertain, confirm, research, inspect and/or investigate to your satisfaction the lots we offer for sale and any and all lot information prior to deciding whether and how much you wish to bid on any lot.
8.3. The user agrees that all lots are sold "as is, where is" and are not represented to be in a roadworthy condition, mechanically sound or maintained at any level of quality whatsoever. The lots may not be fit for purpose as a means of transportation or for any other purpose and may require substantial repairs at your expense. The lots may not be of satisfactory quality, taking into account
all considerations, including without limitation the price you pay for any lot we offer for sale.
8.4. The user acknowledges and agrees that we have excluded our liability in respect of terms that would otherwise have been implied into the contract of sale under the Sale of Goods Act 1979 (as amended) to the fullest extent permitted by law, including without limitation the terms relating to lots complying with their description and/or being fit for a particular purpose.
8.5. Given the nature of our business, the nature of the lots we offer for sale, and the fact that you are a trade member, you acknowledge and agree that it is fair and reasonable in all the circumstances for us to rely upon the restrictions, limitations and exclusions of our liability set out in this clause 8. You acknowledge and agree that your use of our website and services and your bidding for and/or purchase of lots is expressly on the basis that these terms and conditions have been read and understood by you, and that you accept in the circumstances they are fair and reasonable.
9. VEHICLE REGISTRATION AND LICENSING
9.1. All vehicles are sold to the Buyer without title to the vehicle registration number which will remain the property of the Seller except where expressly otherwise notified to the Buyer in writing.
9.2. On our request by the Seller, the Buyer shall take all necessary steps to make any vehicle
Registration number plate within a Lot available to the Seller without any cost to the Seller.
9.3. The Seller does not supply existing Vehicle Registration Documents ("V5s") or MOT
certificates with any vehicle except where expressly stated otherwise in writing.
9.4. The Seller may in its sole discretion, notify the Driver Vehicle Licensing Authority of the change of ownership of a Lot to the Buyer. The name and address so notified shall be the full name and address provided by the Buyer on registration as a Bidder.
10. BREAKER ONLY VEHICLES
UK Category B Buyers
10.1. If the user intends to buy Category B vehicles other than for export, you must provide us with proof at registration (and at any time thereafter on our request) of your up-to-date Waste Management Licence (or Environmental Permit) and your up-to-date ATF registration. If the user intends to transport any Category B vehicle away from our premises you must provide an up-to-date Waste Carrier's Licence and the user must ensure (and be able to demonstrate to us on request) that the receiving site holds a valid Waste Management Licence (or Environmental Permit).
10.2. Category B vehicles that remain in the UK are sold on the basis that all usable parts will be removed and the remains of the vehicle will be crushed or destroyed. As such the user must provide us on demand with a copy of the Certificate of Destruction or Notification of Destruction (as applicable) in relation to each Category B vehicle you have purchased from us, within 15 days of it leaving our premises. Your account will be suspended if you do not supply such a certificate and an administration fee in the sum of £25 shall be applied to your account in respect of the additional administration involved in dealing with your account.
10.3. If the user fails to provide on demand the Certificate of Destruction or Notification of Destruction (as applicable) within 30 days of it leaving our premises, then we reserve the right to impose a lifetime ban on you from our Services. We reserve the right to cancel the Contract of Sale and repossess the Category B vehicle to ensure it is no longer used on the public highway in contravention of these Terms and Conditions.
10.4. Category B vehicles that remain in the UK must never be returned to the public highway.
As such the user promises they will make no attempt to repair a Category B vehicle or sell a Category
B vehicle for use on the public highway, a race track or at any off-track event.
10.5. We reserve the right to impose a lifetime ban from our Services if a Category B vehicle you bought is found to have been returned to the public highway, whether or not the user has provided us with a Certificate of Destruction or Notification of Destruction (as applicable). We reserve our
right to cancel any Contract of Sale in respect of any such vehicle and repossess the vehicle from you (or those purchasing the vehicle through the user) to ensure it is no longer used on the public highway in contravention of these Terms and Conditions.
10.6. The user must give us reasonable access to your premises (or any other premises where any Category B vehicle purchased from us has been stored) during normal business hours to allow us to audit the disposal process as the case may be, and to audit any disposal of any Category B vehicle you have purchased through us in compliance with these Terms and Conditions. At the time of such audit you shall provide us with proof on request of your up-to-date Waste Management Licence (or Environmental Permit), up to date ATF registration and all Certificates of Destruction or Notifications of Destruction (as applicable) we request which the user has raised in relation to any Category B vehicle you have purchased through us.
10.7. The user agrees that references in this clause 10 to a Category B vehicle apply equally to a Category B motorcycle, motor caravan, commercial vehicles or other vehicle that we offer for sale at auction.
Export Category B Buyers
10.8. If the user intends to buy Category B vehicles for export only and have not got and do not operate from a UK address, then clauses 10.1 - 10.6 above will not apply. It is your sole responsibility to ensure that you are aware of and fully compliant with any aspect of UK End-of-Life Vehicle legislative requirements that may affect your purchase and/or transportation of such vehicles while in the UK including without limitation the Control of Pollution (Amendment) Act 1989, the
Controlled Waste (Registration of Carriers and Seizure of Vehicles) Regulations 1991, and the Trans-
frontier Shipment of Waste Regulations 1994. It is your sole responsibility to ensure that the receiving country (and any intermediate country through which you transport the vehicle) will allow the entry of non-depolluted Category B vehicles, and that you comply in full with all local laws of the receiving (and each intermediate) country. Category B vehicles that are exported from the UK must never be returned to the public highway in the UK. We reserve the right to impose a lifetime ban from our Services if a Category B vehicle you bought for export is found to have been returned to the public highway in the UK.
Category B Buyers (UK and Export) - General
10.9. The user promise that any UK agent you appoint or third party you instruct to collect a Category B vehicle from our premises on your behalf possesses a current Waste Carrier's Licence and will provide us with such licence on our request.
10.10. No refund will be payable to the user (or any subsequent purchaser) if the user (or they) breach the Association of British Insurers' Code of Practice for the Disposal of Motor Vehicle Salvage ("ABI Code") relating to the handling and processing of a Category B vehicle. You agree to bear and repay to us on demand the costs of any remedial action we undertake as a result of any breach of this clause 10 and/or any costs, claims, losses, expenses and damages we incur as a result of such breach.
11. FEES, PAYMENTS AND DELIVERIES
11.1. The buyer's premium, member, convenience, storage, loading, late payment, relist, delivery, guest or other fees ("Fees") applicable at each of our facilities may vary by location and are subject to change without notice. Current Fees are displayed at our premises and/or on our Website. You are solely responsible for ascertaining the Fees applicable to each of our facilities and the Fees
(if any) applicable to each purchase.
11.2. Unless expressly stated to the contrary by us in writing, upon the conclusion of a Contract of Sale you become liable to pay the purchase price for the Lot you have purchased and as stated in your bid, together with any applicable VAT (collectively the "Price") and any other Fees due in respect of that Lot.
11.3. We must receive the Price and all Fees due under a Contract of Sale in cleared funds (paid by such method as from time to time we have agreed to accept) within 72 Hours of conclusion of that Contract of Sale ("Date of Sale"). As at the date of these Terms and Conditions you may pay by CHAPS bank transfer, banker's draft or exceptionally cash (though the maximum cash sum we will accept on any business day is £9,000, which applies to any single payment or series of payments relating to one or more purchases). Additionally, as long as you have already paid us at least £5,000 (inclusive of VAT) by the above means since becoming a Trade Member, the user may pay by cash or debit or credit card, though such payments are subject to a handling charge of between 1% and 3% plus VAT.
11.4. Where the user has not made payment in accordance with clause 11.3 above, the user agrees that we may, in our absolute discretion, cancel the Contract of Sale and/or offer the relevant Lot for re-sale without notice to the user. In such case, the user agrees to pay the relevant relist fee
in force at the time. If the user causes an excessive number of Lots to be relisted, we may suspend or revoke your membership in our absolute discretion.
11.5. Such right and title as we or the Seller has to each Lot the user purchases will transfer to the user absolutely when we receive the Price and all applicable Fees in cleared funds, subject always to our right to cancel any Contract of Sale and negate such title transfer in accordance with these Terms and Conditions.
11.6. If the user has qualified, elected and paid for delivery, we will automatically make arrangements to deliver each Lot to your nominated address without further request from the user. Our delivery obligation extends only to addresses in the mainland UK and time is not of the essence for delivery. While we will use our reasonable skill and care in delivering Lots to the user, you acknowledge and accept that many such Lots are in a damaged state and further damage may inevitably occur during loading, unloading and/or in transit. In fact, the user accepts that we will not be liable for any further damage done to Lots the user has purchased during their loading, unloading and/or while they are in transit. We will not deliver any Lot to the user and our obligation to deliver any such Lot shall not accrue until we have received full payment in cleared funds of all sums due in respect of that Lot.
11.7. Delivery will be made to the address specified by the user. It is your responsibility to provide sufficient information for the delivery driver to locate the address, and to ensure it is possible to make the delivery. As such the user must accept that additional charges may be levied for re-delivery or waiting time over one hour.
11.8. Alternatively, the user may elect to collect each Lot the user has purchased on or after the Date of Sale, though we will release it to the user only when we have received full payment in cleared funds of all sums due in respect of that Lot. When the user collects Lots from us, the user agrees to comply at all times with our safe working procedures and site rules in force from time to time and we do not accept any loss or injury sustained as a result of your failure to do so.
11.9. The user agrees that if a vehicle purchased is (a) by reason of its construction, state of brakes, steering, tyres, lights and equivalent reflectors or other damage in an un-roadworthy condition, or (b) otherwise cannot be used lawfully on the road, or (c) does not have a valid Department of Transport Test Certificate, insurance certificate or any other certificate required by law, then you shall not use that vehicle on the public highway and the user shall not remove it (or cause it to be removed) from our premises under its own power.
11.10. Our liability in respect of each Lot the user purchases ends upon the transfer to the user of such right and title as we have (or the Seller has), and the user assumes all risks from the moment of the concluded Contract of Sale for the purchase of each Lot. As such the user must register with the DVLA each vehicle purchased from us or complete a statutory off-road notification. All fixed penalty notices and/or other legal demands, fees and charges relating to each vehicle the user purchases will be your sole responsibility from the Date of Sale of that vehicle. At all times the user must comply with the ABI Code. If the user fails to carry out any of these requirements we may suspend or revoke your membership in our absolute discretion.
11.11. Any Lot remaining uncollected (and/or that we have been unable to deliver) on our premises shall be at your absolute risk from the Date of Sale and we accept no responsibility for any loss or damage howsoever caused to such Lot from the Date of Sale.
11.12. If a Lot remains uncollected (and/or that we have been unable to deliver) on our premises seven calendar days after the Date of Sale, then the user shall pay to us a storage fee for each day or part day thereafter. Where a storage fee has been incurred, we will not release that Lot until the user pays us the storage fee and/or any other outstanding sums in full in cleared funds. As such you agree that we may keep possession of such a Lot pending payment and the user acknowledges and accepts that we may have a lien (whether contractual, general or specific) over that Lot for this purpose.
11.13. If the user makes payment to us via bank transfer, those payments must originate from a bank account in the same name as your account. If the user is entitled to make payments to the Seller using debit or credit card, any card used to make a payment to the Seller must be registered in the same name as your auction account. If payments are found to have been made from a bank account or card in a different name, we reserve the right to suspend or close your account immediately.
11.14. It is your responsibility to satisfy yourself as to the condition and history of your purchase. We recommend at least an HPI or equivalent check. You must notify us of any potential claims relating to the condition and history of your purchase before the vehicle is removed from site.
11.15 Cancellation due to error. The Registered Bidder accepts that despite our reasonable precautions, Items may be listed at an incorrect price or with incorrect information. Redcorn reserves the right to cancel any purchase transaction, even if the Registered Bidder has paid the purchase price for the Items. We reserve this right up until the time the Registered Bidder collects the Items. If we exercise this right, we will refund to the Registered Bidder any purchase price that the Registered Bidder has paid.
12. MISCELLANEOUS PROVISIONS
12.1. We shall have no liability to the user for any delay to performance (and the time for performance shall be and is extended accordingly) if that delay is due to circumstances beyond our reasonable control.
12.2. These Terms and Conditions contain the entire agreement between (a) the user and us with regard to your use of our Website and Services and your purchase of any Lot pursuant to them, and (b) the user and the Seller of any Lot purchased through our Website or Services. No representation of our employees, officers or agents shall represent an addition or amendment to these Terms and Conditions unless the same has been set out in writing and signed by our Company Secretary and/or a director.
12.3. If any of these Terms and Conditions or any provisions of the Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
12.4. The laws of England and Wales govern these Terms and Conditions, the purchase of any Lot through our Services, and any Contract of Sale concluded in accordance with these Terms and Conditions. You irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales in respect of any disputes arising from the same.
12.5. No partnership, joint venture or relationship of employee/employer or franchisor/franchisee arises between the user and us by reason of these Terms and Conditions.
12.6. In our discretion we may serve any notice on the user by email, fax or First Class post. In the case of notices sent by email or fax, the user will be deemed served at the time and date of successful transmission; in relation to notice by First Class post the user will be deemed served two business days after posting.
12.7. No person other than the user has any rights under the Contract (Rights of Third Parties) Act 1999 to rely upon or enforce any terms of these Terms and Conditions.
12.8. We may at any time, without notice to the user, set off any liability the user owes us against any liability we owe the user, whether any such liability is present or future, liquidated or un- liquidated, under these Terms and Conditions or not, and irrespective of the currency of its denomination. If the liabilities to be set off are expressed in different currencies, we may convert either liability at a market rate of exchange for the purpose of set-off. If you have (or we reasonably believe you have or are connected with) more than one account with us, we may use a positive balance in one of your accounts in set-off against any negative balance on another account. Any exercise by us of our rights under this clause 12.9 shall be without prejudice to any other rights or remedies available to us under these Terms and Conditions or otherwise.
12.9. The user must pay all amounts due under these Terms and Conditions in full without any deduction or withholding (other than any deduction or withholding of tax required by law) and the user shall not be entitled to claim set-off or to counterclaim against us in relation to the payment of the whole or part of any such amount.
13. "BUY IT NOW" SALES
13.1. We may offer some Lots for purchase outside our usual auction through your use of our "Buy It Now" facility. These Terms and Conditions shall apply (as permitted by law) to all Buy It Now sales, with the provisions of this clause taking precedence over any conflicting provisions elsewhere in these Terms and Conditions.
13.2. When you place a Buy It Now order to purchase a Lot, that order represents your offer to purchase the relevant Lot at the advertised price. Your offer is only accepted when we send e-mail confirmation to you that we have accepted your offer (the "Offer Acceptance E-mail"). Acceptance will be complete at the time we send the Offer Acceptance E-mail to you.
13.3. We will not be held responsible if, for any reason outside our reasonable control, either your offer and/or the Offer Acceptance E-mail does not reach its intended destination or is delayed.
13.4. The user is buying lots in your capacity as a trade member, so consumer protection laws do not apply to buy it now purchases and all implied terms (statutory or otherwise) are excluded to the fullest extent permitted by law. All buy it now sales are final – returns are not accepted – and are made on an "as is, where is" basis. It is your sole responsibility to make all necessary enquiries and inspections to satisfy yourself as to a lot's status, condition and history before making a buy it now offer. The provisions of clause 8 apply in full to buy it now purchases.
13.5. Unless stated otherwise, all Buy It Now prices are exclusive of VAT (at the applicable prevailing rate) and our Fees. Payment terms for Buy It Now purchases are the same as for auction purchases.
13.6. We may at our discretion cancel your Buy It Now order, either before or after acceptance. If we cancel your Buy It Now order after you have made payment in respect of that order, we will refund the sums you have already paid.
