Swindell Dressler Elevator Kiln

1. Definitions and Application

These Conditions of Sale, along with any Special Conditions or Notices to Purchasers, constitute the sole agreement under which WeDid (the "Auctioneer"), acting as agent for the vendor (the "Seller"), will contract with buyers (the "Buyer").

By bidding on any lot, the Buyer agrees to these Conditions of Sale and any conditions outlined in the Notices to Purchasers.

In the event of any conflict between these Conditions of Sale and the Notices to Purchasers, the provisions of the Notices to Purchasers shall prevail.

These Conditions of Sale apply to both domestic and international Buyers and Sellers. Clauses specifically addressing international aspects will take precedence in cases of conflict.

2. Inspection and Description

The Buyer is responsible for conducting their own thorough inspection and investigation of the lots at the specified times and premises. The Buyer must satisfy themselves on all matters affecting the lots, including their condition, description, fitness, and suitability for purpose, prior to the sale. All lots are sold "AS IS, WHERE IS."

While the Auctioneer believes the descriptions to be accurate, all lots are sold with any faults, imperfections, and errors of description.

Neither the Seller nor the Auctioneer, their employees, or agents provide any representation or warranty regarding the lots, nor does any person in the Auctioneer's employment have the authority to do so.

Buyers are advised that equipment may be unused but may have been in storage. The Auctioneer and Seller offer no guarantees or warranties regarding the duration or conditions of storage.

It is the Buyer's sole responsibility to arrange any necessary inspections by qualified personnel before bidding, especially given the nature of battery manufacturing equipment.

3. Limitation of Liability

Neither the Seller nor the Auctioneer, their employees, or agents shall be liable for any loss or damage incurred by the Buyer arising from or connected with any defects or deficiencies in purchased lots, errors in the auction catalogue's description, misstatements regarding the lots, or the failure of the lots to fulfill their intended functions.

The Auctioneer's and the Seller's total liability for breach of contract or negligence is limited to the Bid Price.

Neither the Auctioneer nor the Seller shall be liable for any indirect or consequential loss or damage (including, but not limited to, loss of profit or business) incurred by the Buyer.

Nothing in these Conditions of Sale excludes or limits the liability of the Auctioneer or Seller for death or personal injury caused by their negligence or fraudulent misrepresentation.

Nothing in these Conditions of Sale shall prejudice the statutory rights of a consumer, who shall only be bound by these conditions to the extent they are consistent with such rights.

4. Removals and Shipping

The Buyer is solely responsible for the dismantling, removal, and transportation of purchased lots at their own risk and expense within the timeframe specified in the Notices to Purchasers. The terms of removal are EXW (Ex Works) Seller's premises.

The Auctioneer may, at its discretion, provide a list of recommended third-party removal and shipping contractors but shall not be liable for their services or any damage caused during removal or transportation.

Buyers are responsible for ensuring they possess all necessary permits, licenses, and insurance for the dismantling, removal, and transportation of the equipment, particularly for international shipments.

For international buyers, all costs associated with export clearance, customs duties, import duties, taxes (including VAT or sales tax applicable in the destination country), and any other local charges are the sole responsibility of the Buyer.

The Seller will make the equipment available at the specified location. The transfer of risk and responsibility for the equipment shall pass to the Buyer upon the fall of the hammer or as otherwise specified in the Special Conditions or Notices to Purchasers.

At the Buyer's request, Wedid Ltd may engage, quote for, and provide logistical services including crating and packaging. Any such services will be provided under a separate agreement and at the Buyer's sole expense.

5. International Sales and Taxation

The currency of the auction is £/GBP. All bids and payments must be made in this currency.

The Buyer is responsible for understanding and complying with all applicable tax regulations in their own jurisdiction and the Seller's jurisdiction.

Where applicable, Value Added Tax (VAT) or other sales taxes will be added to the invoice at the prevailing rate determined by the Seller's location or as legally required. The invoice will clearly state the applicable tax.

Buyers from outside the United Kingdom must provide their VAT registration number (if applicable) at registration or before invoicing to ensure correct VAT treatment.

The Auctioneer acts solely as an agent for the Seller and is not responsible for providing tax advice. Buyers should seek their own professional tax advice.

6. Compliance with Laws and Regulations

The Buyer is solely responsible for ensuring that the purchase, dismantling, removal, transportation, and use of the equipment comply with all applicable national and international laws, regulations, and safety standards, including but not limited to environmental regulations and export/import controls.

The Buyer shall indemnify and hold harmless the Seller and the Auctioneer against any claims, losses, damages, liabilities, costs, and expenses arising from or connected with the Buyer's failure to comply with such laws and regulations.

7. Conduct of Sale

The Auctioneer reserves the absolute right to refuse admission to the premises and grounds to any person.

The conduct of the sale is at the Auctioneer's sole discretion, and the Auctioneer reserves the right to refuse any bid without explanation.

Any dispute concerning a bid shall be resolved by the Auctioneer in their absolute discretion, and their decision shall be final and binding on all parties.

All bidders in Online Sales must register before submitting bids.

The Auctioneer reserves the right to reject any registration at its sole discretion.

The Seller and the Auctioneer reserve the right to set a reserve price for any lot.

No bid may be withdrawn after the close of bidding.

The Seller or the Auctioneer has the absolute discretion to withdraw, consolidate, or divide any lot at any time.

If the Buyer's bid meets or exceeds the reserve price, it forms a legally binding contract of sale, and the Buyer is obligated to purchase the lot, subject to approval by the Auctioneer and the Seller. The highest bidder at the close of bidding shall be the Buyer, subject to such approval.

The Sale Price excludes the buyer’s premium and VAT.

The highest bid at the close of bidding, subject to approval by the Auctioneer and Seller, constitutes a binding contract of sale between the Seller and the Buyer.

By bidding on any lot, the Buyer acts as principal.

The Buyer will be held personally and solely liable for a bid unless the Auctioneer has previously agreed in writing that the bidder acts on behalf of an identified third party acceptable to the Auctioneer. In such cases, the Buyer and the third party shall be jointly and severally liable for all obligations arising from the bid, and the third party shall be bound by these conditions as if bidding personally through their agent.   

8. Price

The price payable by the Buyer for purchased lots shall be the sale price (the highest bid accepted by the Auctioneer), plus the buyer’s premium, any other associated costs, and applicable VAT at the prevailing rate.

9. VAT

The price of purchased goods is exclusive of Value Added Tax (VAT), which, where applicable, the Buyer shall additionally pay to the Auctioneer.

10. Risk and Title

Insurance: From the moment the Buyer is declared, all risks relating to the purchased Goods shall pass to the Buyer, who is strongly advised to obtain immediate insurance coverage.

Neither the Auctioneer nor the Seller will be responsible for any loss, theft, damage, or destruction of the Goods or any part thereof after the Buyer is declared.

Title: The Seller shall only transfer such title to the Goods as they possess.

Neither the Auctioneer nor the Seller warrants the Seller’s good title to any of the Goods. If it is discovered that the Seller does not have title or unencumbered title to any Goods sold under these conditions, the Buyer expressly agrees that they shall have no right to rescind the contract or claim damages or a reduction in the purchase price.

Title to the Goods will not pass until:

• all debts owed by the Buyer to the Auctioneer (whether fully paid, partially paid, secured, or otherwise) are settled. For clarity, debts are not considered settled until all cheques involved have been cleared; and
• the Goods have been entirely removed from the premises where the sale was held or where the Goods are being stored.

11. Removal

No lot or part thereof may be removed until full payment has been received by the Auctioneer in cleared funds (cash, approved Banker's Draft, BACS, or CHAPS) or, if payment was made by cheque, until the cheque has cleared in the Auctioneer's account.

No lot shall be removed without the Auctioneer's authorization and unless supervised by the Auctioneer's employees or agents.

Removal shall only occur up to 5:00 pm and must be completed no later than the dates and times specified and published in the Notice to Purchasers or any subsequent date and time specifically declared in writing by the Auctioneer, unless written authorization for later clearance is obtained from the Auctioneer.

The Buyer has no claim to anything not explicitly described in the auction catalogue.

Delivery of sold lots will only be made to the declared Buyer, and no transfer of any lot or part thereof to another person will be recognized.

Before the removal of any lot, the Seller may rescind the contract for its sale and refund any money paid by the Buyer if a third party claims title to or possession of any part of the lot.

The Buyer is responsible for the removal of lots at their own expense and must provide their own labor and equipment.

The Auctioneer requires that all lifting and transportation equipment used comply with current Health & Safety legislation, including appropriate insurance, safety documentation, and registration documents (particularly for cranes, lifting equipment, tackle, and forklift trucks). This documentation must be presented to the Auctioneer upon request. Failure to do so may result in the Auctioneer refusing to release the lot and/or rescinding the sale, in which case the provisions of Condition 17 will apply.

Equipment may only be operated by individuals with valid and appropriate licenses. Suitable Personal Protective Equipment (PPE) must be worn, and safe material handling practices must be observed during these activities.

12. Damage to Premises

The Buyer is responsible for the safe and lawful removal of all purchased goods at their own expense and risk, in accordance with any applicable conditions of sale.

For clarity, removal includes disconnecting from the mains electricity supply and detaching any fixed lots, where applicable.

All electrical disconnections must be performed by a certified electrician and left in a safe condition. The use of explosives, flame cutting equipment, or any other potentially hazardous or flammable process on site is prohibited without the Auctioneer's express written consent.

The Buyer shall be responsible for insuring against and rectifying any injury or damage to persons or property caused by the Buyer, their carriers, employees, or agents during the detachment, disconnection, or removal of purchased goods.

The Buyer shall provide their insurance documentation to the Auctioneer upon request. Failure to do so may result in the Auctioneer refusing to release the lot and/or rescinding the sale.

The Buyer shall indemnify the Auctioneer for any damage or loss suffered by the Auctioneer due to loss, damage, or injury incurred by the Buyer’s agents or employees or any third party arising from the removal.

The Auctioneer may, at its discretion, require a deposit from the Buyer before and/or during removal, which will be refunded upon satisfactory completion of the removal.

If the Buyer refuses to pay such a deposit, the Seller or the Auctioneer may deny the Buyer access to the premises for removal purposes and/or rescind the sale, in which case the provisions of Condition 17 will apply.

The Auctioneer reserves the right to stop the removal of a lot by the Buyer, their agents, or employees if the removal is deemed unsafe or unsatisfactory by the Auctioneer or its representatives.

13. Default by Buyer

Upon the Buyer's failure for any reason:

• to pay a required deposit in full as per the Conditions of Sale or special notices;
• to pay the purchase price in full by the due date;
• to provide any documentation required under these conditions;
• to remove the goods safely and satisfactorily; or
• to remove any lot from the premises by the specified removal date,

the Seller shall be entitled to immediately rescind the contract without any liability to the Buyer. In the event of such default, the Seller reserves the right to engage legal services to recover any outstanding monies owed by the Buyer. Without prejudice to any claims the Seller and/or the Auctioneer may have against the Buyer for breach of contract or otherwise, the following provisions shall apply upon rescission:

• all deposited monies shall be forfeited and used to cover the Seller's and/or Auctioneer's expenses as outlined in paragraph (d) below;
• if the lots have been removed in breach of these conditions, the Seller and/or the Auctioneer, their employees, or agents may enter the Buyer's premises to recover such lots;
• the Auctioneer may resell or otherwise dispose of the lots in any manner they deem appropriate at their sole discretion. Any deficiency arising from the resale, along with the associated expenses, shall be owed by the defaulting Buyer as a debt from the original sale. The Buyer consents to such resale under the Auctioneer’s prevailing conditions of business.
• Neither the Auctioneer nor the Seller shall be liable to account to the Buyer in the event of a resale at a higher price than the original contract price. The Buyer waives any claim to title in such cases and agrees that any resale price shall be deemed commercially reasonable; 
   
• The Buyer will be responsible for all losses and expenses incurred by the Seller and/or the Auctioneer from the specified final removal time, including storage, security, removal costs, resale or disposal expenses, and the Auctioneer's commission.

14. Auctioneer as Agent

The Auctioneer acts solely as an agent for and on behalf of the Seller and shall not be held responsible for any action or default on the part of either the Seller, bidders, or the Buyer.

Any concluded contract of sale is made directly between the Seller and the Buyer.

15. Accident or Damage

Neither the Auctioneer nor the Seller shall accept any responsibility for any accident (except for death or personal injury resulting from their negligence or the negligence of their agents or employees) howsoever caused to any person while on the Auctioneer's premises, the Seller's premises, or any other premises used for the auction or storage of lots before, during, or after the sale. Any person entering these premises does so at their own risk and is deemed to have notice of the condition of the premises and their contents.

Buyers and their contractors involved in the inspection and removal of lots must comply with all health and safety regulations in force at the premises. International buyers arranging removals must ensure their contractors are aware of and adhere to these regulations.

16. The Consumer Protection Act 1987

No lots are sold as new.

17. Health & Safety At Work

It is expressly brought to the Buyer’s and potential buyers’ attention that any item of plant, machinery, or equipment included in the goods may not necessarily comply with the Health and Safety at Work Act 1974, the Environmental Protection Act 1990, and the Construction (Design and Management) Regulations 2015 (or any subsequent amendments or replacements). The Buyer is responsible for ensuring compliance with all relevant legislation before use.

18. Severance

If any provision or part-provision of these Conditions of Sale is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Conditions of Sale.  

19. Force Majeure

Neither the Auctioneer nor the Seller shall be liable for any failure to perform or delay in performing their obligations under these Conditions of Sale to the extent that such failure or delay is caused by an event or circumstance beyond their reasonable control, including, but not limited to, acts of God, fire, flood, storm, war, riot, civil commotion, epidemic, pandemic, industrial dispute, breakdown of plant or machinery, or failure of public utilities or transport networks.

20. Governing Law and Jurisdiction

These Conditions of Sale and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the jurisdiction in which the Seller has its principal place of business. The parties irrevocably agree that the courts of that jurisdiction shall have exclusive jurisdiction to settle any such dispute or claim.