JPS CHARTERED SURVEYORS

Conditions of Sale (Auction)

Standard Conditions for the Sale of Goods by Online Auction and Third-Party Auction Platforms (including BidSpotter)

JPS (Surveyors) Limited (Company No. 5017249) · Worth House, Unit 32, Stanley Road, Whitefield, Manchester, M45 8QX

1.  Definitions and Interpretation

In these Conditions, unless the context otherwise requires:

"We", "Us", "Our", "Auctioneers"  JPS (Surveyors) Limited (Company Number 5017249), whose registered office is Worth House, Unit 32, Stanley Road, Whitefield, Manchester, M45 8QX.

"Vendor"  the person, firm, company, insolvency practitioner or other entity from or through whom instructions for sale of the Goods have been received by Us.

"Buyer"  the person, firm or company who agrees to purchase the Goods.

"Goods"  any goods, plant, machinery, vehicles, stock, assets or items agreed to be sold under the Contract, including any part or parts thereof.

"Website"  www.jps.auction and www.jpssurveyors.co.uk, and any replacement or successor website, together with any third-party auction platform through which We conduct or facilitate sales (including BidSpotter).

"Auction"  a sale by competitive bidding, whether conducted online, electronically or otherwise, including via a third-party auction platform.

"Buyer’s Premium"  the commission payable by the Buyer in addition to the hammer price, at the rate stated in these Conditions or the relevant listing.

"Buyer’s Email Address"  the email address registered by the Buyer when registering to bid or confirming the purchase.

"Completion Date"  the date of Our invoice.

"Contract"  the contract for the sale and purchase of the Goods between the Vendor (acting by Us as agent) and the Buyer, incorporating these Conditions.

"Expenses"  all charges, costs and expenses incurred by Us or the Vendor in connection with the sale, storage, handling, insurance, removal, packing, transport, testing, resale or enforcement of the Contract, including VAT where applicable.

"UK Data Protection Legislation"  the UK GDPR, the Data Protection Act 2018 and any amendment or replacement thereof.

"Working Day"  a day other than a Saturday, Sunday or public holiday in England and Wales.

"Vendor’s Records"  the books, accounts, lists of clients, customers and suppliers (including any customer database), credit reports, cost records, work tickets, and all other documents, papers and records (including any employee database) however stored, of the Vendor relating to the business, employees or any of the assets being sold.

2.  Application of Conditions

2.1  All sales of Goods conducted or facilitated by Us by Auction are made strictly subject to these Conditions.

2.2  These Conditions apply to the exclusion of all other terms, including any terms proposed by the Buyer under any purchase order, registration or other document.

2.3  Any variation of these Conditions is ineffective unless agreed in writing by Us.

2.4  Nothing in these Conditions excludes or limits any liability for fraud, or for death or personal injury caused by Our negligence.

3.  Our Capacity

3.1  We act as agents only for the Vendor unless expressly stated otherwise in writing (in which case We may sell wholly or partly as principal).

3.2  The Contract is made directly between the Vendor and the Buyer.

3.3  We are not responsible for any default by the Vendor or the Buyer.

4.  Buyer Registration and Authority

4.1  Buyers must register to bid, whether on Our Website or on a third-party platform, and may be subject to manual approval and to anti-money-laundering checks.

4.2  A Buyer bidding or purchasing on behalf of a company or third party warrants that they have full authority to bind that entity.

4.3  We reserve the right to suspend or withdraw any Buyer’s registration, bidding rights or access to sales at Our absolute discretion.

5.  Inspection, Description and Condition

5.1  All Goods are sold as seen, as lying, with all faults, imperfections, defects and errors of description.

5.2  Descriptions, measurements, photographs, illustrations, catalogue entries and condition statements are statements of opinion only and are for general identification.

5.3  The Buyer must satisfy itself before bidding as to the state, condition, quality, quantity, fitness for purpose and suitability of the Goods, relying on its own judgement.

5.4  No allowance is made for any defect or error of description.

6.  Exclusion of Warranties and Liability

6.1  Neither We nor the Vendor give any warranty or representation whatsoever in relation to the Goods, and no person in Our employment has authority to give any.

6.2  All warranties, conditions and representations, whether express or implied by statute or otherwise (including those implied by the Sale of Goods Act 1979 as amended), are excluded to the fullest extent permitted by law.

6.3  No Goods are warranted as being of satisfactory quality, fit for purpose, safe for use or compliant with statutory requirements.

6.4  No vehicle is warranted or held out as roadworthy.

6.5  No representation is made as to whether any Goods are subject to intellectual property rights, nor as to whether the Buyer acquires any such rights in any Goods sold.

6.6  Every person on Our premises or at any collection site, before, during or after the sale, is there at their own risk and with notice of the condition of the premises and their contents, and shall have no claim against Us in respect of any injury or accident from any cause whatsoever.

6.7  Nothing in this clause limits any non-excludable right the Buyer has as a consumer, or any liability for fraud, death or personal injury caused by Our negligence.

7.  Limitation of Claims

7.1  Subject to clause 2.4 and applicable law, and save for any liability for death or personal injury, any claim against Us arising out of or in connection with the sale of any Goods is limited to the purchase price actually paid for those Goods.

8.  Bidding and Formation of Contract

8.1  The listing of any Lot, including its description, images, catalogue entry and any estimate or guide price, is an invitation to treat only. It does not constitute an offer by Us or the Vendor to sell.

8.2  A bid constitutes a formal offer by the Buyer to purchase the Goods at the bid amount; where a maximum (proxy) bid is entered, it is an offer to purchase up to that maximum. The Buyer is bound by its offer from the moment it is placed.

8.3  The close of the Auction does not constitute acceptance of any bid. Being the highest bidder at the close of the Auction does not, of itself, create a contract of sale.

8.4  A binding Contract is formed only when We issue an invoice to the Buyer. Notification of the Contract, together with the invoice, is sent to the Buyer’s Email Address.

8.5  The Buyer’s offer remains open for acceptance for 10 Working Days from the close of the Auction. If We have not issued an invoice by the end of that period, the offer lapses automatically, any deposit paid in connection with the Lot is refunded, and neither party has any further obligation in respect of that Lot.

8.6  We may decline to issue an invoice to any bidder, including the highest bidder, at Our absolute and sole discretion and without giving any reason. We act as agent for the Vendor and Our authority to sell is subject at all times to the Vendor’s continuing instructions.

8.7  We reserve the right to reject any bid, to withdraw or re-offer any Lot, to correct errors, and to combine, divide or re-configure Lots before or after the close of the Auction.

9.  Buyer’s Premium, Price and VAT

9.1  The Buyer pays the hammer price together with the Buyer’s Premium.

9.2  The Buyer’s Premium is 18% of the hammer price on all lots, save where a different rate is expressly stated in the listing.

9.3  VAT is payable where applicable on the hammer price and on the Buyer’s Premium. VAT is configured per lot (standard rate on most lots; 0% on qualifying motor vehicles; margin scheme where the lot is so marked).

9.4  No internet or online-bidding surcharge is applied.

9.5  Payment by cash is not accepted. Permitted payment methods are as stated in the listing or invoice.

9.6  The Buyer is responsible for all other taxes, duties and charges.

10.  Payment Terms

10.1  Payment in full is due by 14:00 on the first Working Day following the date of Our invoice, unless otherwise stated in the listing or invoice. Time is of the essence.

10.2  Payment is made by a permitted method and is not deemed received until We have cash or cleared funds.

10.3  Title does not pass until cleared funds for all sums due are received (see clause 12).

11.  Remedies for Non-Payment

If the total amount due is not paid in accordance with clause 10, We may, without prejudice to any other right and both on Our own behalf and as agent for the Vendor, exercise any one or more of the following:

(a)  commence proceedings against the Buyer for damages for breach of contract;

(b)  rescind the Contract;

(c)  apply any payment made by the Buyer towards Expenses incurred in connection with the sale or resale of the lot, or towards any other debt owed by the Buyer to Us on any account;

(d)  arrange and carry out a resale of the Goods by Auction or private sale in mitigation. Net resale proceeds are applied in reduction of the Buyer’s debt; any shortfall (with costs and Expenses) is recoverable from the Buyer; any surplus is paid to the Vendor. The Buyer waives any claim to title in the Goods and agrees any resale price is commercially reasonable;

(e)  exercise a lien over any of the Buyer’s property in Our possession until all sums due are paid in full; if any sum remains unpaid for 14 days after notice to the Buyer’s Email Address of the exercise of the lien, We may sell that property under (d) above;

(f)  charge the Buyer Our and the Vendor’s reasonable legal and administrative costs;

(g)  charge interest at 5% per annum above the base rate of Barclays Bank Plc from time to time on the unpaid amount from the due date until payment;

(h)  insure, remove and store the Goods at Our premises or elsewhere at the sole risk and expense of the Buyer.

12.  Risk and Title

12.1  The Goods are at the Buyer’s risk from the date of Our invoice.

12.2  Ownership does not pass to the Buyer until We have received, in cash or cleared funds, all sums due in respect of the Goods and all other sums due to Us from the Buyer on any account.

12.3  No warranty is given that the Vendor owns or is entitled to pass good title to any lot.

13.  Collection and Delivery

13.1  Goods may be collected only once payment has been received in full in cleared funds, save where a director of JPS expressly authorises earlier release.

13.2  Collection and delivery arrangements, deadlines and any booking requirements are as stated in the listing or in Our collection instructions.

13.3  Where We agree to deliver, delivery follows receipt in full of all sums due, including any applicable delivery charges stated in the listing. Some Goods or locations may not be deliverable.

13.4  If the Buyer fails to collect by the stated deadline, the Buyer is liable for storage and removal charges whether or not the Goods have been paid for, and We may exercise any remedy under clause 11, including cancellation and resale.

14.  Motor Vehicles

14.1  The Buyer of any motor vehicle is responsible for complying with all legal requirements as to its construction and use, and for obtaining all certificates, permits or authorisations necessary before it is used on any road.

15.  Health and Safety

15.1  The Buyer’s attention is drawn to the fact that, at the time of sale, items of plant, machinery or equipment may not comply with the Health and Safety at Work etc. Act 1974 or any regulations governing their use in a working environment. The Buyer must ensure that any use of such items at a place of work in the United Kingdom does not contravene the applicable legislation.

15.2  Certain plant and service installations may contain asbestos, dangerous chemicals or other hazardous substances which, if not handled correctly during removal, could breach the Health and Safety at Work etc. Act 1974 or other current legislation. The Buyer assumes all responsibility for safe use, handling, removal and compliance.

16.  Data Protection

16.1  Each party shall comply with the UK Data Protection Legislation.

16.2  Where a customer database, employee database or other personal data forms part of the Goods, the Buyer becomes the Data Controller of that data on the Completion Date and shall: observe all obligations as a Data Controller; process the data lawfully, fairly and transparently; issue any required privacy notice to affected data subjects within a reasonable period; and maintain appropriate registration.

16.3  The Buyer shall indemnify the Vendor against all losses arising out of or in connection with the Buyer’s processing of such data after the Completion Date.

17.  Vendor’s Records

17.1  This clause applies only where the Vendor’s Records, or any customer or employee database, form part of the Goods purchased by the Buyer.

17.2  From the Completion Date, the Buyer shall make the Vendor’s Records available for inspection by the Vendor and by any insolvency office-holder appointed in relation to the Vendor (and their representatives), and provide reasonable facilities during normal business hours to inspect and copy them (at the Buyer’s expense).

17.3  The Buyer shall keep the Vendor’s Records in good order and in good and safe condition, insured for their full value, and give the Vendor or any insolvency office-holder not less than one month’s prior notice of any intended disposal or destruction of all or any of them.

18.  Consumer Rights and Cancellation

18.1  This clause applies only where the Buyer is acting as a consumer (an individual acting wholly or mainly outside that individual’s trade, business, craft or profession). A Buyer acting in the course of a business has no right to cancel under this clause.

18.2  We do not rely on any exemption for sales by public auction. As a matter of policy, and notwithstanding any such exemption, We treat a consumer Buyer in an online or distance Auction as having the cancellation rights conferred by the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, save where a statutory exception applies.

18.3  A consumer Buyer may cancel the Contract within 14 days, beginning on the day after the day on which the Buyer (or a person nominated by the Buyer) takes physical possession of the Goods, without giving any reason. To cancel, the Buyer must send Us a clear written statement to that effect, to auctions@JPSsurveyors.co.uk, before the cancellation period expires.

18.4  The right to cancel does not apply to Goods that, by their nature, are excepted from cancellation under the Regulations, including Goods made to the consumer’s specification or clearly personalised; sealed Goods which are not suitable for return for health-protection or hygiene reasons and which have been unsealed after delivery; and sealed audio or video recordings or computer software which have been unsealed after delivery.

18.5  On cancellation the Buyer must return the Goods to Us, at the Buyer’s own cost and risk, without undue delay and in any event within 14 days of notifying cancellation. We may make a deduction from any refund for any diminished value of the Goods resulting from handling beyond what is necessary to establish their nature, characteristics and functioning.

18.6  We will refund the price and Buyer’s Premium paid (less any deduction permitted by clause 18.5, and less the cost of any enhanced delivery method the Buyer chose) without undue delay and in any event within 14 days of receiving the Goods back or of the Buyer supplying evidence of having returned them, whichever is the earlier. We may withhold the refund until We receive the Goods or such evidence.

18.7  Nothing in these Conditions excludes or limits any statutory right the Buyer has as a consumer that cannot lawfully be excluded or limited, including rights under the Consumer Rights Act 2015 as to satisfactory quality, fitness for purpose and description.

19.  Severability

19.1  If any provision of these Conditions is held unenforceable, the remaining provisions remain in full force and effect.

20.  Governing Law and Jurisdiction

20.1  These Conditions are governed by and construed in accordance with the law of England and Wales.

20.2  The courts of England and Wales have exclusive jurisdiction over all transactions to which these Conditions apply and all connected matters.