TERMS AND CONDITIONS OF SALE
Please read these terms and conditions carefully as they govern the contract for the sale of the Vehicle by seller to buyer.
Car and Classic Limited (Company Number 05599884) is a private limited company with a registered office at 1st Floor, 4 City Road, London, England, EC1Y 2AA ("C&C").
C&C provides the Site for sellers to list Vehicles for sale, and for bidders to bid for the purchase of the Vehicle.
ANY CONTRACT FOR THE SALE OF A VEHICLE IS FORMED AND FULFILLED EXCLUSIVELY BETWEEN SELLER AND BUYER.
C&C ACTS SOLELY AS AGENT FOR THE SELLER IN THE SALE OF A VEHCILE ON THE SITE.
Placing a bid, BIDDING and bidder’s fe
A bidder, when registering on the Site, shall provide various identity information including details of an approved credit card.
C&C'S right to bid on behalf of the seller is expressly reserved up to the amount of any reserve.
If a bidder has placed a Winning Bid (such bidder hereafter referred to as the 'buyer'), he irrevocably authorises C&C to charge his Registered Credit Card with a Bidder’s Fee.
C&C shall return to the buyer the Bidder’s Fee upon the Escrow Agent receiving the Sale Price from the buyer (or on his behalf) in compliance with clause 10.1. However, if the buyer fails to comply with such obligation, the buyer hereby agrees and acknowledges that C&C shall have the right to retain the Bidder’s Fee.
Unless otherwise specified on the Site, a Vehicle is offered by the seller subject to a confidential Reserve Price.
On the conclusion of an auction of a Vehicle ("Auction Close"), and a bidder achieving a Winning Bid a legally binding contract for the sale of the Vehicle ("Sale Contract") shall have been entered into between the seller and the buyer on these terms and conditions.
These terms and conditions apply to the exclusion of any other terms that the buyer may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
THE SELLER SELLS THE VEHICLE AS PRINCIPAL. ANY DEALINGS THE BUYER MAY HAVE WITH C&C IN CONNECTION WITH THE VEHICLE OR AN AUCTION OF A VEHICLE ARE WITH C&C ACTING AS AGENT OF THE SELLER AND NOT AS AN ADDITIONAL PRINCIPAL.
C&C SHALL NOT BE LIABLE FOR ANY ACT OR DEFAULT BY THE SELLER OR THE BUYER.
The seller warrants and represents to the buyer and C&C that:
the seller is the owner of the Vehicle or is duly authorised to sell the Vehicle;
save as disclosed on the Site, the seller sells the Vehicle with full title guarantee free from all encumbrances and third party claims;
subject to clause 5, the Vehicle corresponds with its description on the Site and is to the best of the seller’s knowledge accurate and not misleading;
the sale of the Vehicle conforms in every respect with the terms implied by the Sale of Goods Act 1979 and the Consumer Rights Act 2015; and
where relevant, the seller has complied with all requirements, legal or otherwise, relating to any export or import of the Vehicle and all duties in respect of the export or import have been paid and, so far as the seller is aware, all relevant parties have complied with such requirements in the past.
DESCRIPTION AND QUALITY OF THE VEHICLE
All Vehicles are sold and purchased 'as seen', meaning a Vehicle is sold and purchased for what it is and with all its faults, if any.
Any estimate or description given, whether written or oral, is deemed a statement of opinion made by the seller to the best of their ability and not a representation of fact.
Buyer acknowledges that C&C has no duty to the buyer to investigate the accuracy of the description of any Vehicle provided by or on behalf of the seller.
Any illustrations or photography of the Vehicle are given for guidance only and must not be relied upon by the buyer in any manner whatsoever.
Subject to clause 5.6, neither the seller nor C&C make or give and do not agree to make or give any contract promise, undertaking, obligation, guarantee, warranty or representation of fact, or undertake a duty of care in relation to:
the satisfactory quality;
fitness for purpose; or
roadworthiness of the Vehicle.
If the seller is a trader and the buyer is a Consumer, the seller warrants that the Vehicle will be of satisfactory quality save for defects which have been outlined and brought to the buyer’s attention before the Auction Close.
TITLE AND RISK
Title to and risk in the Vehicle shall pass from the seller to the buyer as follows:
if the buyer is a Consumer, at the time the buyer comes into physical possession of the Vehicle; or
in all other circumstances, at the point in time the Escrow Agent receives the Sale Price in cleared funds from the buyer.
Until title to and risk in the Vehicle passes to the buyer the seller shall:
store the Vehicle in a safe location and ensure the Vehicle is kept in the same condition as advertised on the Site; and
keep the Vehicle insured for the full price of the Vehicle against all risks with a reputable insurer.
Following the Auction Close, and subject to the buyer having complied with its obligation to pay the Sale Price, the seller shall be responsible for arranging Delivery of the Vehicle with the buyer. Such Delivery shall be entirely at the buyer’s expense and shall need to be accepted by both parties.
Each of the seller and buyer shall give C&C written notice of successful Delivery via the Site. Once C&C has received confirmation of Delivery from both the seller and the buyer ("Delivery Confirmation"), C&C shall instruct the Escrow Agent to release the Net Sale Price in accordance with clause 10.
A guide price is only an expression of C&C's opinion of the range of what the Winning Bid might be for the Vehicle at the Auction Close. A Vehicle can sell for a price more or less than the guide price. Any guide price shall not be relied on as an indication of the actual selling price or value of the Vehicle.
PRICE FOR THE VEHICLE
The price for the Vehicle will be determined at Auction Close and will be the Sale Price. Neither party will be able to alter it after this time.
payment and release of sale price
Unless otherwise agreed in writing between C&C (on the seller's behalf) and the buyer, the buyer shall pay the Sale Price in Great British Pounds, by bank transfer, to the Escrow Agent in cleared funds on or before the seventh Business Day following the Auction Close. Time will be of the essence for these purposes..
The seller irrevocably authorises C&C to instruct the Escrow Agent to withhold an amount equal to the Commission from the Sale Price before it is released to the seller in accordance with this clause 10.
If the buyer is a trader, C&C shall instruct the Escrow Agent to release the Net Sale Price to the Registered Bank Account as soon as reasonably possible and within 1 (one) Business Day of Delivery Confirmation.
If the buyer is a Consumer, provided C&C has not received a Cancellation Request (as defined in Clause 13 below), C&C shall instruct the Escrow Agent to release the Net Sale Price to the seller to the Registered Bank Account as soon as reasonably possible and within 5 (five) Business Days of the last day of the Cooling Off Period (as defined in Clause 13).
Buyer's failure to pay
If the buyer has not complied with clause 10.1, the seller shall be entitled to exercise one or more of the following rights:
to terminate the Contract with immediate effect;
retain possession of the Vehicle and hold the buyer liable for any associated expenses in relation to the buyer’s breach;
to take legal proceedings against the buyer for any sum due under the Contract and/or damages for breach of contract; or
to be paid interest on any monies due at the annual rate of 5% per annum above the base lending rate of the Bank of England from time to time to be calculated on a daily basis from the date upon which such monies become payable until the date of actual payment.
Buyer shall be responsible for determining whether or not an export licence is required to export a Vehicle and for obtaining and paying costs of any licences necessary to export any Vehicle from the United Kingdom and/or import it into any other country, and for payment of any import duty that may be levied by the country of import.
Neither the seller nor C&C gives or makes any warranty or representation of any kind with regards to whether or not any Vehicle can be exported or imported or the issuance of an export or import licence and/or permit for any Vehicle.
return oF THE VEHICLE AND THE RIGHT TO CANCEL
Subject to clauses 13.2 to 13.4 below, any return of the Vehicle will be the sole responsibility of the seller and buyer to agree between themselves.
If the seller is a trader and the buyer is a Consumer, the buyer has the right to cancel the Sale Contract at any time from the date the Sale Contract is entered into until 14 days after the Vehicle comes into the buyer’s physical possession ("Cooling Off Period").
If such buyer exercise his statutory right of cancellation, the seller, the buyer and C&C shall be under the following obligations:
the buyer must give written notice to C&C (acting as agent of the seller for that purpose) of his intention to cancel the sale (the "Cancellation Request") within 14 days of physical possession of the Vehicle;
C&C will notify the seller of receipt of a Cancellation Request within 3 (three) Business Days;
the buyer will be responsible for arranging delivery of the Vehicle back to the seller; and
once C&C have received written confirmation from both the buyer and seller confirming return of the Vehicle, C&C shall instruct Escrow Agent to release the Sale Price to the buyer.
A Cancellation Request shall be deemed to have been received:
if delivered personally, when left at C&C’s registered office from time to time;
if sent by pre-paid first class post or other next working day delivery service on the second Business Day after posting; or
if sent by email, one Business Day after transmission.
C&C will not be liable for any additional costs the seller or buyer may incur as a result of the buyer exercising his statutory right of cancellation.
C&C reserves the right, in its sole discretion, to:
withdraw any Vehicle or user from its Site at any time prior to or during an auction;
postpone or cancel the auction of any Vehicle; or
put any Vehicle up for auction again in the case of a dispute.
The seller and the buyer agree that C&C shall have no liability whatsoever to any seller or buyer for exercising such rights, or for any errors in execution or failure to execute bids, regardless of the circumstances.
Unless the buyer is a Consumer:
the seller will not be liable for any injury, loss or damage caused by the Vehicle;
the seller will not be liable for any breach of any term that the Vehicle will correspond with any description applied to it on the Site by or on behalf of the seller, whether implied by the Sale of Goods Act 1979 or otherwise;
the seller will not be liable (whether in negligence, other tort, breach of contract or statutory duty or in restitution or under the Misrepresentation Act 1967, or in any other way) for any lack of conformity with, or inaccuracy, error or omission in any description of the Vehicle or any entry or estimate in relation to the Vehicle made by or on behalf of the seller and whether made prior to or during the auction;
the seller will not be liable for any loss of business, profits, revenue or income or for loss of reputation or disruption to business for any indirect losses or consequential damages of any kind, irrespective in any case of the nature or damage alleged to be suffered and irrespective of whether the said loss or damage is reasonably foreseeable or is caused by or claimed in respect of any negligence, other tort, breach of contract, statutory duty, restitutionary claim or otherwise; and
in any circumstances where the seller is liable to the buyer in respect of the Vehicle, or any act, omission, statement, representation or this Sale Contract or its performance (whether in damages, for an indemnity or contribution, or for a restitutionary remedy) liability will be limited to a sum which will not exceed the Sale Price.
Nothing set out in clause 15.1 shall be construed as excluding or restricting (whether directly or indirectly) any person’s liability or excluding or restricting any person’s rights or remedies in respect of (i) fraud, or (ii) death or personal injury caused by the seller’s negligence (or any person under the seller’s control or for whom the seller is legally responsible), or (iii) any other liability to the extent the same may not be excluded or restricted as a matter of law.
C&C will not be liable whether in negligence, other tort, breach of contract, statutory duty, in restitution or under the Misrepresentation Act 1967, or in any other way, for lack of conformity with or any inaccuracy, error, misdescription or omission in any description or any estimate of the Vehicle in respect of it, made by us or on our behalf or by or on behalf of the Seller (whether made in writing, orally, or by conduct or otherwise) and whether made before or after these terms and conditions or prior to or during the sale.
C&C will not be liable to the buyer for any loss of business, business profits, revenue or income or for loss of business reputation, disruption to business or wasted time on the part of the buyer’s management or staff or, if you are buying the Vehicle in the course of business, for any indirect losses or consequential damages of any kind, irrespective in any case of the nature, volume or source of the loss or damage alleged to be suffered, and irrespective of whether the said loss or damage is reasonably foreseeable or is caused by or claimed in respect of any negligence, other tort, breach of contract, statutory duty, bailee’s duty, a restitutionary claim or otherwise.
Unless the buyer is as a Consumer, C&C will not be liable to the buyer in any circumstances in respect of the Vehicle, or any act, omission, statement, representation in respect of it, or these terms and conditions or its performance, and whether in damages, for an indemnity or contribution or for a restitutionary remedy or in any way whatsoever. Where we are liable to you in respect of the Vehicle our liability will be limited to payment of a sum which will not exceed by way of maximum the amount of the Commission irrespective in any case of the nature, volume or source of any loss or damage alleged to be suffered or sum claimed as due, and irrespective of whether the liability arises from negligence, other tort, breach of contract, statutory duty, bailee’s duty, a restitutionary claim or otherwise.
Nothing set out in this clause 16 will be construed as excluding or restricting (whether directly or indirectly) any person’s liability or excluding or restricting any person’s rights or remedies in respect of (i) fraud, or (ii) death or personal injury caused by the seller’s negligence (or any person under the seller’s control or for whom the seller is legally responsible), or (iii) any other liability to the extent the same may not be excluded or restricted as a matter of law.
CONFIDENTIALITY AND data protection
All information provided by the buyer to C&C will be treated confidentially and will not be passed on to third parties, except to the extent this is necessary for the performance of this Contract or where this is required by legislation, government authorities or the courts.
Force majeure. No party shall be in breach of these terms and conditions or be liable for delay in performing, or failure to perform, any of its obligations under these terms and conditions if such delay or failure results from a Force Majeure Event. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate the Sale Contract by giving 7 days' written notice to the affected party.
Rights and remedies. Except as expressly provided in these terms and conditions, rights and remedies provided under these terms and conditions are in addition to, and not exclusive of, any rights or remedies provided by law.
No partnership. Nothing in these terms and conditions is intended to, or shall be deemed to establish any partnership or joint venture between any of the parties. Subject to the agency relationship between seller and C&C, each party confirms it is acting on its own behalf and not for the benefit of any other person.
Further assurance. Each party shall use all reasonable endeavours to procure that any necessary third party shall execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to these terms and conditions.
Assignment. The buyer or seller shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under these terms and conditions.
These terms and conditions constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms and conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms and conditions.
These terms and conditions shall prevail if there is any inconsistency between any of the provisions of these terms and conditions and any document issued by the Agent.
Anti-Money Laundering. Bidder and buyers agree to provide all information and assistance reasonably requested by C&C to comply with C&C’s anti-money laundering processes and to comply with any and all anti-money laundering laws and regulations in force in the United Kingdom.
Variation. No variation of these terms and conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
constitute a waiver of that or any other right or remedy; nor
prevent or restrict the further exercise of that or any other right or remedy.
Severance. If any provision or part-provision of these terms and conditions 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 terms and conditions.
Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier or email.
A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 18.11.1 if sent by pre-paid first class post or other next working day delivery service, at 9:00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, one Business Day after transmission.
The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
Third party rights. No one other than a party to these terms and conditions shall have any right to enforce any of its terms.
Governing law. These terms and conditions and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these terms and conditions or its subject matter or formation.
The following definitions and rules of interpretation apply in these terms and conditions:
a) where there is no Reserve Price, the highest bid for the purchase of the Vehicle at Auction Close; or
b) where there is a Reserve Price, the highest bid for the purchase of the Vehicle at Auction Close provided it is equal to or in excess of the Reserve Price.
Clause headings shall not affect the interpretation of these terms and conditions.
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
A reference to any party shall include that party's personal representatives, successors and permitted assigns.
A reference to a statute or statutory provision shall include all subordinate legislation made under that statute or statutory provision.
A reference to writing or written includes email.
References to clauses are to the clauses of these terms and conditions.
Any words following 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, description, definition, phrase or term preceding those terms.