GVA GRIMLEY LIMITED

CONDITIONS OF SALE BY PRIVATE TREATY, TENDER AND AUCTION

YOUR ATTENTION IS SPECIFICALLY DRAWN TO CONDITIONS 2.5, 4, 5, 9.2, 10.2, 12, 13 AND 16 OF THESE CONDITIONS WHICH CONTAIN LIMITATIONS AND EXCLUSIONS OF LIABILITY.

1. DEFINITIONS

1.1 In these terms and conditions:

"Agent" or "Auctioneer" means GVA Grimley Limited;

"Act" means Insolvency Act 1986;

"Business Day" means any day other than a Saturday, Sunday or Public Holiday in England;

"Buyer" means the person whose offer Tender or bid for the Goods is accepted pursuant to these Conditions;

"Contract" means the contract between the Vendor and the Buyer for the sale and purchase of the relevant Goods;

"Goods" means the goods and/or lots which are the subject of an auction, sale by private treaty or tender to which these terms and conditions apply;

"Hammer price" has the meaning given to it in Condition 8.3;

"Office Holder" has the meaning given to it in Condition 16.2;

"Participant" means any person who submits an offer, tender or bid in respect of a sale, tender or auction to which the Conditions apply;

"Premises" means the premises at which the Goods are available for inspection and collection as indicated in any relevant Sale Document;

"Price" means Tender Price, Hammer Price or Sale Price (as defined in these terms and conditions) as the case may be;

"Rules" means Insolvency Rules 1986;

"Sale Document" means any schedule, catalogue, web page, letter, email, tender document or any other document or material issued by the Agent and which contains information regarding the relevant Goods and or the relevant sale (including by tender or private treaty), tender or auction as the case may be;

"Special Conditions" means any terms which are stated to be "special conditions" which are set out in the relevant Sale Document and which are stated by the Agent in writing, to apply to the auction, or sale (including by tender of private auction) (as the case may be);

"Tender" means a tender for Goods submitted to the Agent;

"Vendor" means the person who is selling the relevant goods.

1.2 The following rules of interpretation shall apply to the Conditions:

(a) Headings shall not affect the interpretation of any Condition;

(b) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person`s personal representatives, successors or permitted assigns;

(c) Words in the singular shall include the plural and vice versa and a reference to one gender shall include a reference to the other genders;

(d) A reference to a statute, statutory provision or subordinated legislation is a reference to it as it is in force from time to time taking account of any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts;

(e) Any phrase introduced by the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

(f) References to "written" and "in writing" shall include e-mail.

2. APPLICATION OF TERMS

2.1 These terms and conditions together with any Special Conditions (together the "Conditions") shall apply to all Participants and any auction, sale by tender and/or sale by private treaty and any resulting Contract to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document). If there is any conflict between these terms and conditions and the Special Conditions then these terms will apply except to the extent that the Special Conditions are stated to override the relevant provision in these terms.

2.2 Any notification by the Agent that the Vendor is willing to sell Goods by private treaty, by tender or by auction is an invitation to treat. Any bid, tender and/or offer for Goods by the Buyer to the Agent shall be deemed to be an offer by the Buyer to purchase Goods subject to the Conditions.

2.3 In the case of sales by tender and sales of goods by private treaty no offer made by a Participant for any Goods shall be deemed to be accepted by the Agent until a verbal or written acceptance of such offer is issued by the Agent. Such acceptance marks the conclusion of a Contract.

2.4 A Participant in any tender or sale by private treaty must ensure that the terms of its offer are complete and accurate.

2.5 The Buyer acknowledges and agrees that it has confirmed to the Agent and the Vendor and hereby warrants and represents to the Agent and the Vendor that it is acting in the course of a business and is not acting as a consumer for the purposes of these Conditions and/or any Contract.

3. AGENT

3.1 GVA Grimley Ltd acts as agent for the Vendor and subject to clauses 5.4 and 5.5 accordingly accepts no liability whatsoever under these Conditions and/or any Contract. Each Contract is made directly between the Vendor and the Buyer. The Agent shall not be held responsible for any action or default on the part of either the Vendor or the Buyer.

4. INSPECTION AND DESCRIPTION

4.1 Each Participant must satisfy himself by inspection or otherwise as to all matters and as to the physical condition and description of the Goods, their fitness and suitability for purpose before submitting an offer or making a Bid.

4.2 Subject to condition 5.4 and 5.5, whilst it is believed that the statements made about the Goods (including quantities, description and measurements) in any Sale Document are correct neither the Agent nor the Vendor shall be liable (whether in contract, tort (including negligence) misrepresentation, breach of statutory duty or otherwise) for any error or mistake therein and the Buyer shall not make any objection thereto or be entitled to any compensation by reason of any such error or mistake nor be entitled to rescind the Contract as a result of any such error or mistake, in each case to the extent that such error would have been apparent on any physical inspection of the Goods.

4.3 All statements contained in or referred to in any Sale Document as to authenticity, attribution, genuineness, origin, date, age, period, condition or quality of the Goods are statements of opinion and are not to be taken as, or as implying, statements or representations of fact.

5. LIMITATION OF LIABILITY

5.1 All warranties, conditions and other terms implied by statute, common law course of dealing or otherwise are, to the fullest extent permitted by law, hereby excluded.

5.2 The Goods are sold as they lie with all faults. The Buyer shall be deemed to have inspected and approved the Goods and if he buys without previous inspection he shall be deemed to have done so at his own risk.

5.3 The Vendor sells only such right, title and interest in and to the Goods as the Vendor has and sells the Goods subject to any encumbrances. Neither the Vendor nor the Agent gives any warranty or representation with regard to ownership of the Goods, the Vendor’s good title to them nor their freedom from encumbrances on third party rights.

5.4 Nothing in these Conditions excludes or limits the liability of the Vendor, the Agent or an Office Holder:

(a) for any matter which it would be illegal for that person to exclude or attempt to exclude its liability; or

(b) for fraudulent misrepresentation.

5.5 Nothing in these Conditions excludes or limits the liability of the Vendor for death or personal injury caused by the Vendor`s negligence or of the Agent for death or personal injury caused by the Agent`s negligence or any Office Holder for death or personal injury caused by the Office Holder`s negligence.

5.6 Subject to conditions 5.4, 5.5 ,5.7 and 16:

(a) the total liability of the Vendor and the Agent whether in contract, tort (including negligence) or breach of statutory duty, misrepresentation, or otherwise howsoever arising, in connection with these Conditions shall in each case be limited to the price at which the Goods are sold to the Buyer (which in the case of an auction shall be the Hammer Price);

and

(b) neither the Vendor nor the Agent shall be liable to the Buyer, whether in contract, tort (including negligence) breach of statutory duty, misrepresentation, or otherwise howsoever arising for any:

(i) loss of profit;

(ii) loss of revenue;

(iii) loss of business;

(iv) loss of anticipated savings;

(v) loss of contracts;

(vi) loss or depletion of goodwill;

in each case whether direct or indirect; and/or

(vii) for any indirect, special or consequential loss or

damage.

(c) the Vendor and the Agent hereby severally exclude liability, whether in contract, tort (including negligence) or breach of statutory duty, misrepresentation, or otherwise howsoever arising, for any accident or injury, howsoever arising, sustained by any person or persons who may come on to the Vendor`s premises or such other premises used to hold the auction or to store the Goods before during or after the sale for any purpose whatsoever.

5.7 No warranty or representation is given that the Goods are designed or constructed so as to be safe and without risk to health when properly used and accordingly the Goods may not comply with the Health and Safety at Work Act 1974 or any other applicable legislation. Where the Vendor gives assistance with the collection or removal of goods then subject to Conditions 5.4 and 5.5, such assistance is given entirely at the Buyer`s risk.

5.8 The Vendor and the Agent each reserve the right to cancel any sale, tender or auction for any Goods and/or to withdraw any Goods from any sale, tender or auction at any time prior to a Contract for such Goods being made and shall not be liable whether in contract, tort (including negligence) or breach of statutory duty, misrepresentation, or otherwise howsoever arising.

6. CONDUCT OF SALE BY PRIVATE TREATY

6.1 This Condition 6 shall apply only to sales by private treaty.

6.2 The Agent reserves the right in its absolute discretion to refuse admission to the premises and grounds where the Goods are on display to any person. The conduct of the sale shall be at the Agent’s sole discretion.

6.3 All offers are deemed to be made exclusive of VAT and the Buyer must pay VAT in addition where appropriate. The price payable by the Buyer for the purchase of the Goods shall be the amount offered by the Buyer and accepted by the Agent in accordance with condition 2.3 plus the Buyer’s premium (if any) set out in the Sale Documents and applicable VAT (the "Sale Price").

6.4 The Agent shall invoice the Buyer for the Sale Price. The Buyer shall pay the Sale Price to the Agent by the final date for payment specified by the Agent and before the removal of the Goods from the Premises.

Time of payment of the Sale Price shall be of the essence.

7. CONDUCT OF SALE BY TENDER

7.1 This Condition 7 shall apply only to sales carried out by way of tender.

7.2 Tenders must be made in the form specified in the Sale Document and submitted in accordance with and by the time specified in the Sales Document and must be accompanied with a cheque made payable to GVA Grimley Ltd by way of a deposit of ten per cent of the purchase price offered in the Tender.

7.3 Tenders may be made for all the Goods or for any separate lot as set out in the Sales Document.

7.4 Tenders will be opened on the date specified in the Sale Document. Each successful tenderer will be notified within seven days from the closing date for Tenders. Any person whose Tender is not accepted will have his deposit cheque returned to him by post to the address given in his Tender.

7.5 No Tender may be withdrawn once submitted.

7.6 The Vendor and/or the Agent may refuse to accept any Tender and shall not be obliged to accept any or the highest offer tendered. The Vendor and/or the Agent reserves the right to accept the whole or such part of any Tender or Tenders as it may think fit and may accept any tender even if it does not comply with Condition 7.2.

7.7 Without prejudice to Condition 7.6, if more than one Tender contains the highest offer for the Goods then the Agent may in its absolute discretion decide which Tender is successful.

7.8 All tendered prices are deemed to be exclusive of VAT and the Buyer must pay VAT in addition where appropriate. The price payable by the Buyer for the purchase of the Goods shall be the amount offered by the Buyer and accepted by the Agent in accordance with Condition 2.3 plus the Buyer Premium (if any) set out in the Sale Document and applicable VAT (the “Tender Price”).

7.9 The Agent shall invoice the Buyer for the Tender Price and the Buyer shall pay the Tender Price to the Agent in cleared funds by the final date for payment specified by the Agent and before removal of the Goods from the Premises. Time of payment of the Tender Price shall be of the essence.

8. CONDUCT OF SALE BY AUCTION

8.1 This Condition 8 shall apply any to sales carried out by auction, including through use of the Internet.

8.2 Subject always to the remainder of this Condition 8, the highest bidder shall be the Buyer. The conduct of the auction shall be at the discretion of the Auctioneer and it maintains the right to refuse any bid at any time (whether before, during or after the close of an auction) without giving any reason. If any dispute of whatsoever nature shall arise, the decision of the Auctioneer shall be final and binding on all parties. No bid may be withdrawn after the fall of the hammer or in the case of an internet auction at the close of the auction. The Vendor and the Auctioneer maintain the right to fix reserves on any lot or lots and to bid themselves or by their agents and to alter, vary, withdraw, consolidate or divide any lot or lots before or during the sale and to amend or alter any description in respect of any lot and all bidders and potential bidders waive any claim they might have in this connection against the Auctioneer and/or the Vendor.

8.3 Subject always to clause 8.2, the striking of the Auctioneer’s hammer or in the case of an internet auction the close of the auction, marks acceptance of the highest bid and identifies the price at which the lot is knocked down by the Auctioneer to the Buyer and concludes a Contract between the Vendor and the Buyer. The Buyer shall pay this price together with the Buyer’s premium (if any) set out in the Sale Document and applicable VAT (together the "Hammer Price").

8.4 In making a bid for any lots the bidder does so as principal. The bidder will be held personally and solely liable for a bid and if the bidder`s bid is accepted pursuant to Condition 8.3, the bidder shall be deemed to be the Buyer, provided that if the Auctioneer has previously agreed in writing with an identified third party (the "Principal") and the bidder, that the bidder is bidding on behalf of the Principal, then both the bidder and the Principal shall be bound by these Conditions and shall be jointly and severally liable for all obligations of the Buyer and/or the bidder.

8.5 The Buyer shall make payment in full to the Agent by the method and date specified in the relevant Sale Document or if no method or date is specified then in cleared funds within two Business Days of the date of the Sale and in any case before the removal of any of the lots purchased. Time of payment of the Hammer Price shall be of the essence.

8.6 The Auctioneer reserves the right in its absolute discretion to refuse admission and/or access to the auction, the auction website and/or the Premises to any person.

8.7 Commissioned bids for lots being sold may be left with the Auctioneer. Any prospective Buyer wishing the Auctioneer to bid on his behalf should complete the pro forma in the auction catalogue and the auctioneer will bid on his behalf subject to and in accordance with the terms stated in the pro forma. This Condition does not apply to internet auctions.

9. TITLE AND RISK

9.1 The Vendor’s title to the Goods will not pass to the Buyer until the Price for the Goods has been paid to the Agent in full and in addition the Buyer has removed the Goods from the Premises.

9.2 Notwithstanding the provisions of Condition 9.1 above, risk in the Goods shall pass to the Buyer and the Buyer shall be liable for all loss of and/or damage to the Goods however arising which occurs as from the date and time of the Buyer`s offer being accepted in the case of a sale by private treaty and a sale by tender and, in the case of a sale by auction, on acceptance of the Buyer`s bid pursuant to Condition 8.3, whether or not the Goods have then been removed by the Buyer from the Premises. The Buyer is strongly advised to effect insurance for these risks from the point of risk passing to the Buyer.

10. REMOVAL

10.1 The Buyer shall at its own expense, safely and lawfully remove the Goods from the Premises by the date stipulated in the Sale Document (the "Collection Date") having made prior arrangements with the Agent to do so. Time shall be of the essence of this obligation. The Buyer shall not remove any Goods from the Premises until payment has been made to the Agent in full and in cleared funds. The Buyer shall carry out such removal with reasonable skill and care and in compliance with all laws. The Buyer shall only remove the Goods under the supervision of the Agent`s staff. Goods can only be collected by the declared Buyer and the Agent may refuse to allow removal of goods by any other person. For the avoidance of doubt removal includes, where applicable, disconnection from the main electricity or gas supply and the detachment of any Goods which are fixed. The Buyer shall ensure that all electrical and gas installations are left in a safe condition during and after the removal. The Buyer shall not use explosives or flame cutting equipment or any other potentially hazardous or inflammatory process at the Premises without the express written consent of the Agent and without producing to the Agent a valid insurance policy to the Agent which in the opinion of the Agent is sufficient to cover the Buyer`s potential liabilities.

10.2 The Vendor shall use all reasonable endeavours to comply with the request of the Buyer as to the date of removal but subject to clauses 5.4 and 5.5, the Vendor shall not be liable (whether in contract, (tort (including negligence), breach of statutory duty or otherwise) for any loss or damage of any nature whatsoever suffered by the Buyer if such request cannot be complied with.

10.3 The Buyer shall be responsible for obtaining at his own expense all necessary labour and plant for the removal of the Goods from the Premises.

10.4 The Buyer shall indemnify and keep indemnified the Vendor and the Agent against all losses, liabilities, damage, costs and expenses suffered or incurred by the Vendor and/or the Agent arising as a result of any act or omission of the Buyer and/or any of its sub-contractors or agents at the Premises, at any sale or auction, during the removal of the Goods by the Buyer and/or in the course of any activity connected therewith.

10.5 If any Goods have been removed by or on behalf of the Buyer in breach of these Conditions or prior to payment being made to the Agent/Vendor, the Vendor and/or Agent, their servants or agents, may enter the premises where the Goods are located to recover such Goods and the Buyer hereby grants the Vendor and the Agent and their employees and agents a licence to do so.

10.6 If the Vendor or the Agent reasonably considers that damage is likely to occur in removing the Goods from the Premises, the Vendor and/or the Agent may require the Buyer to deposit such sum of money with the Vendor and/or the Agent by way of security for the costs of reinstating the Premises following any such damage as the Vendor and/or the Agent in its absolute discretion may think fit and the Buyer shall pay such deposit within 2 Business days of receipt of such request. Until such time as the Buyer pays such deposit, the Vendor and/or the Agent may refuse the Buyer access to the Premises for the purpose of removing the Goods. The Agent reserves the right to stop the removal of a lot by a Buyer, his agents or employees, if it appears to the Agent or its agents or employees that the removal is being carried out in an unsafe or unsatisfactory way.

10.7 Prior to the removal of any Goods, the Agent and/or the Vendor may terminate the Contract and refund to the Buyer any money paid by the Buyer for the Goods should any third party claim title to or possession of any part of the Goods. In that event, the Buyer agrees to accept such refund in full and final settlement of any claim for loss or damage he might otherwise have had against the Vendor and/or Agent.

10.8 In pursuit of safe working practices, the Buyer shall ensure that all equipment used for lifting and transporting heavy items which have been purchased by the Buyer is covered by appropriate insurance and registration documents (in particular but not limited to cranes, lifting tackle and fork lift trucks). The Buyer shall produce such documentation to the Agent on request and if the Buyer fails to do so the Agent and/or the Vendor reserves the right to refuse to release the Goods and/or to terminate the Contract.

11. TERMINATION

11.1 The Vendor or the Agent may terminate the Contract forthwith by giving notice in writing to the Buyer if the Buyer is in breach of any of the Conditions without incurring any liability (whether in contract, tort (including negligence) or otherwise) to the Buyer and without prejudice to any claims of the Vendor and/or the Agent against the Buyer arising from breach of contract or otherwise. Upon such termination: (a) any sums paid by the Buyer towards the Price shall be forfeited to the Vendor; and

(b) the Vendor and/or the Agent shall be entitled to resell the Goods or dispose of them at its sole discretion and the Buyer shall pay to the Vendor or the Agent on demand any shortfall between the Price and the amounts received by the Agent and/or the Vendor upon the resale or disposal, together with the Vendor and the Agent`s costs and expenses in doing so. The Buyer waives its rights to dispute any re-sale price and agrees that such resale price shall be deemed commercially reasonable. Neither the Vendor nor the Agent shall be liable to account to the Buyer in the event of a resale at a higher price than the Price and the Buyer waives any claim in such a case that he may have title to the Goods;

11.2 The Buyer shall be liable for and shall indemnify and keep indemnified the Vendor and the Agent against all liabilities, i.e. losses, damage, costs and expenses (including legal, storage, security and removal expenses) whatsoever suffered by the Vendor and/or the Agent as a result of the failure of the Buyer to remove the Goods from the Premises by the Collection Date;

11.3 Termination of the Contract shall not prejudice any of the parties` rights and remedies which have accrued prior to termination. Conditions 3, 4, 5, 9, 10.4, and 11 to 17 (inclusive) shall survive termination of the Contract.

12. HEALTH AND SAFETY AT WORK

It is expressly brought to the Buyer’s attention that, at the time of sale, any item of plant, machinery or equipment contained in the Goods may not comply with the Health and Safety at Work Etc. Act 1974, the Environmental Protection Act 1990, Construction (Design & Management) Regulations 2007/320 or any other law or regulation governing the use of that plant, machinery or equipment in a working environment. Buyers of any such plant, machinery or equipment are hereby required to ensure so far as is reasonably practicable that such item will be safe and without risk to health and that the use of any such items at a place of work in any country does not contravene the law of such country.

13. DANGEROUS SUBSTANCES

It is expressly brought to the attention of the Buyer (and potential buyers) that certain types of plant or main service installations could contain blue and white asbestos, dangerous chemicals, hazardous waste which if not handled correctly during their removal from the site could be in breach of the Health and Safety at Work Etc. Act 1974 Sections 2-9, Control of Substances Hazardous to Health Regulation 1988 (COSHH) and other current legislation regulating the use of such substances in a working environment. The Buyer shall ensure so far that it complies with the Health and Safety at Work Etc. Act 1974, COSHH, and other legislation in connection with the removal, handling or transport of such dangerous substances and/or hazardous substances or shall employ a specialist contractor to remove them. The Buyer shall, on request, satisfy the Agent of his removal procedure, and the removal of waste must be undertaken by an approved and licensed contractor. The Buyer shall indemnify and keep indemnified the Vendor, the Agent and their servants and agents against any losses, liabilities, damages costs and expenses suffered by any of them as a result of the Buyer`s or its subcontractor`s or agent`s failure to comply with any relevant laws.

14. NOTICES

14.1 Any notices shall be in writing and, if sent by post, shall be deemed to have been received by the addressee on the second working day after posting or, if the addressee is outside the United Kingdom on the fifth working day after posting. If any written notice is delivered by hand it shall be treated as having been received at that time. Any notice to the Agent shall be sent to the Agent`s address as set out in the Sale Documents. Any notice which the Agent or the Vendor sends to the Buyer may be sent to the Buyer`s last address known to the Agent. If any written notice is delivered by hand it shall be treated as having been received at that time. Where a Participant provides a valid email address then the Agent and/or the Vendor may send notices to the Participant at that email address. Where email is used, any email notice shall be deemed to have been received at 9 am (UK time) on the day after it has been sent. Notices sent by a Participant by email shall not be valid.

15. THIRD PARTY RIGHTS

15.1 Each obligation, of the Buyer and/or Participant and each right, benefit, exclusion and/or limitation in favour of the Agent under these Conditions is intended by the parties to be for the benefit of, and enforceable by, the Agent pursuant to the Contracts (Rights of Third Parties) Act 1999.

15.2 Save as set out in Condition 15.1, no term of these Conditions shall be enforceable under The Contracts (Rights of Third Parties) Act 1999 by a third party.

16. SALE BY ADMINISTRATOR, LIQUIDATOR OR RECEIVER

16.1 This Clause 16 shall apply only where the Vendor is a legal entity which is in administration, liquidation or receivership and applies in conjunction with all of the terms set out herein.

16.2 The Buyer acknowledges that it has entered into the Contract without reliance on any warranties or representations made by the Vendor, the Agent or by any of its employees, agents or the administrators, liquidators or receivers for the Vendor (the "Office Holder") or any of their employees, agents or representatives.

16.3 The Buyer agrees that the terms and conditions and the exclusions set out in these terms and conditions are fair and reasonable in the context of a sale by an insolvent company.

16.4 The Buyer acknowledges that if it shall be found that the Vendor does not have title to any or all of the Goods the Buyer shall have no right to rescind, avoid or vary this agreement or to claim damages or a reduction in the consideration paid or payable under the terms of this agreement.

16.5 The Buyer, having been afforded an opportunity to inspect and to carry out any inspection of the Goods that the Buyer deems appropriate, shall be deemed to buy with full knowledge of their state and condition and shall take them in their present condition. No warranty, condition, representation, statement or assurance is given or implied as to their condition, quality, fitness for any particular or any purpose, performance or functionality.

16.6 The Buyer acknowledges that neither the Agent, the Vendor nor the Administrators shall incur any liability to the Buyer because of any fault or defect in all or any of the Assets or any breach of the obligations of the Seller arising under the Sale of Goods Act 1979 or the Health and Safety at Work Act 1974.

16.7 The Buyer acknowledges and agrees that the Office Holder is acting only as agent of the Vendor and that it is expressly agreed and declared that: (a) no personal liability under or in connection with this agreement shall fall on the Office Holder or their firm, partners or employees; (b) the Office Holder is party to the Contracts in their personal capacities only for the purpose of receiving the benefit of this sub-clause and the exclusions, limitations, undertakings, covenants and indemnities in their favour in this agreement; (c) the Buyer hereby waives any claim in tort as well as under contract against the Office Holder; (d) no sums due from the Office Holder (if any) or the Vendor (if any) by reason directly or indirectly of the terms of this agreement shall be charged or payable as an expense or remuneration of the Office Holder, or otherwise as mentioned in the Act or Rules 2.67 and 4.218 of the Rules, but shall only rank as an unsecured claim against the Vendor.

16.8 This clause 16 is subject to clauses 5.4 and 5.5.

17. GENERAL

17.1 Where the Buyer is more than one person the duties and obligations of the Buyer will be joint and several.

17.2 The Buyer shall not be entitled to set off any sum due to the Vendor and/or the Agent under these Conditions against any sums due from or liability of the Vendor and/or the Agent to the Buyer.

17.3 Neither party (the "Affected Party") shall have any liability or responsibility for failure to fulfill any obligation under this Contract (other than an obligation to pay) so long as, and to the extent to which, such failure is caused by an event beyond its reasonable control provided that the Affected Party promptly notifies the other party of such event and uses all reasonable endeavours to fulfill such obligation as soon as possible.

17.4 The Vendor and/or the Agent may assign or subcontract any of its rights and/or obligations under these Conditions without the Buyer`s prior written consent. The Buyer shall not be entitled to assign or subcontract any of its rights or obligations under these Conditions.

17.5 If any provision is held to be invalid, unenforceable or illegal, the other provisions shall remain in force and effect. The rights and remedies of the parties under these Conditions are cumulative and are not exclusive of any other rights or remedies provided by law or equity or otherwise. No single or partial exercise of any right or remedy under this Contract shall prevent or restrict the further exercise of that or any other right or remedy.

17.6 Any variation of these Conditions shall be in writing and signed by or on behalf of the parties. Any waiver of any right under these Conditions must be in writing. No failure to exercise or delay in exercising any right or remedy under these Conditions or at law constitutes a waiver of such right or remedy, nor prevents or restricts any future exercise or enforcement of such right or remedy.

17.7 The Conditions are the whole agreement and understanding of the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of these Conditions. Each party acknowledges that, in agreeing to these Conditions, it has not relied on any statement, representation, assurance or warranty other than those expressly set out in these Conditions and agrees that all liability for, and remedies in respect of any representations, are excluded except as expressly provided in these Conditions. Nothing in these Conditions shall limit or exclude any liability for fraud.

17.8 These Conditions shall be subject to and construed in accordance with English law and the parties hereto submit themselves to the nonexclusive jurisdiction of the English Courts.

17.9 If any dispute of whatsoever nature relating to any sale, tender or auction shall arise, such dispute shall be determined by the Agent in its absolute discretion and the Agent`s decision shall be final and binding on all parties.