By participating in this online sale organized by way of private auction (the ”Online Sale”), you consent to be bound by these terms and conditions in addition to our general terms and conditions found at User Agreement | Go-Dove) (”User Terms and Condition Agreement”) as well as any additional terms announced at the sale, included within the Additional Info and/or set forth on individual asset lot pages. For the purposes of these terms and conditions, we refer to any person or entity registering to offer or offering to buy goods as a "Buyer" regardless of whether any contract of sale is concluded.

In the event of a conflict between these Terms and Conditions and the User Terms and Condition Agreement, these Terms and Conditions shall take precedence.

All Buyers have been invited individually to participate in the Online Sale and are all considered as professional purchasers.

1. Seller's role in online sale organized by way of private auction

For the purpose of the Online Sale Liquidity Services UK Ltd is the seller (the "Seller") and will sell goods to a Buyer. The Seller may at its discretion:

(a) alter or withdraw all or any lots up to the moment at which such lot(s) are indicated as "SOLD" (the "Announcement of Sale");

(b) where a reserve has been placed on any lot, withdraw that lot in the event that none of the bid prices meet the reserve at the end of the online private auction;

(c) freely select the winning bid of a Buyer at the end of the private auction period in order to conclude the Sale of the lot with this bidder. The highest bid is not automatically selected as the winning bid;

(d) combine (including in bulk), sub-divide or amend a lot or lots as the Seller deems appropriate.

Buyers agree that the Seller may at any time and from time to time without notice: (i) discontinue an Online Sale either temporarily or permanently; or (ii) extend an Online Sale beyond the period indicated on the Site.

2. Sale

Unless otherwise indicated, all lots are offered subject to a reserve, which is the confidential minimum price below which a lot will not be sold.  The reserve price may be decreased by the Seller at any time before or during the private auction. The reserve price may be decreased to the level of the highest autobid which has been freely selected by the Seller if that bid is below the current reserve price with the effect that the highest autobid may be accepted.

Subject to the reserve price (if any) being met, each bid exceeding the reserve price shall be freely selected by the Seller as the winning bid at its discretion. All sales are final. In the event of any dispute arising between Buyers such dispute shall be dealt with in such manner as the Seller may in its absolute discretion determine. The Seller reserves the right to resell any lot in dispute by putting it up for Online Sale again. The Seller reserves the right to rescind any sale for any reason in which case the Buyer’s sole remedy shall be the refund of the amount of the purchase price and any Buyer’s Premium actually paid.

The completion of a sale shall be indicated on the Site by showing the item as "SOLD" online - if an Online Sale organized by way of private auction for a lot closes without the lot being sold, it will show as "CLOSED", if a lot is withdrawn, it will show as “WITHDRAWN".

The sale of all assets is EXW (location of the assets) Incoterms 2020.

3. Regulation

Bidding shall be regulated by the Seller in such manner as it may think fit and, without prejudice to the generality of the foregoing, the Seller may without ascribing any reason therefore, refuse to accept any bid or may facilitate winning bids on behalf of buyers during the Online Sale process.

4. Additional Info

The Site will show a separate Additional Info for each Online Sale which will stipulate a payment date ("Payment Date") for each lot in an Online Sale and the date by which the goods will have to be removed by the successful Buyer ("Clearance Date" or "Removal Date") and certain other terms and conditions which form part of these Terms and Conditions.

5. Buyer's Premium

The Buyer will pay to the Seller such premium ("Buyer's Premium") on the Announcement of Sale as stipulated in the Additional Info for the Online Sale in question to which will be added any applicable value added tax or the equivalent or similar sales taxes in the relevant jurisdiction at the current rate. The Buyer's Premium is not negotiable and is payable by all buyers.

6. Buyer's obligations

(a) Payment

Unless otherwise provided for in the Additional Info for the Online Sale in question, immediately after the Announcement of the Sale, the successful Buyer shall pay a 25% deposit towards the purchase price.  Where applicable, Buyers expressly authorise the Seller to charge Buyers’ credit cards for the amount of such deposit.  If a successful Buyer fails to make a timely deposit, the Seller may resell the item in question without notice.  In addition, unless otherwise provided for in the Additional Info, the successful Buyer shall pay the full purchase price of the lot (including in addition Buyer's Premium and any value added tax or the equivalent or similar sales taxes) to the Seller (in cleared funds) on or before the Payment Date. More information about the applicable taxes may be given in the Additional Info for the Online Sale in question, however, Buyers should seek their own tax advice. The Buyer agrees that invoices may be issued in electronic form by email.

Payment shall be made in the currency specified on the relevant Additional Info. Cash payments are not permitted. Any bank charges in respect of conversion or transfer of monies shall be met by the Buyer. If goods are exported, tax refunds or zero rating may apply, tax refunds (if any) will be made by the Seller, subject to receipt of (i) satisfactory proof of export by the Buyer; (ii) the corresponding amount of tax refund from the relevant tax authority or the seller and (iii) the relevant tax forms (if applicable).

The buyer is advised to seek its own tax advice.  The buyer agrees that invoices may be issued in electronic form by email or otherwise.

(b) Collection/Removal

Unless otherwise provided for in the Additional Info for the Online Sale in question, the Buyer will:

(a) remove lots from the premises duly designated by the Seller (the “Designated Premises”) during normal business hours and not later than the Clearance Date/Removal Date for the lot in question and this condition shall be of the essence of the contract;

(b) only remove lots by previous arrangement with, and subject to the supervision of, the Seller or its agent(s) or appointed representative(s);

(c) not be permitted to remove any lots it has purchased from the Designated Premises until all sums due in respect thereof have been paid; and

(d) be responsible for the removal and insurance of the purchased lot(s) at its own expense.

(e) where so requested by the Seller provide method statements and/or risk assessments for the removal of the assets to the satisfaction of the Seller and/or its appointed representative(s);

(f) only remove assets in accordance with the instructions of the Seller; and

(g) undertake the role of shipper of the assets and not permit any third party working for buyer to state that Seller is the shipper of the assets.

If, in the Seller's opinion, removal of any lot or part thereof will be likely to cause serious damage to the Designated Premises, or any other damage which the Buyer is either unable or unwilling to rectify or is being undertaken without an approved “method statement” and/or “risk assessment” , the Seller may by notice to the Buyer rescind the Sale of such lot or permit the removal thereof from the premises to proceed subject to such conditions as it may think fit to impose. The Seller shall have no responsibility to disconnect utilities to the sold asset, including electric, gas, waste and water lines.

The Buyer shall provide, or ensure that their agent(s) performing removals on its behalf, provide on demand, evidence of insurance policies reasonably satisfactory to the Seller.

Should any party claim possession of or title to all or part of a lot prior to its removal from the Designated Premises, the Seller reserves the right to rescind the Sale thereof or to remove or permit the removal thereof from the Designated Premises subject to such conditions as it may think fit to impose.

Should the Buyer fail to comply with any of the foregoing requirements the lot or lots which have been subject to an Announcement of Sale to him or any part thereof may, without further notice, be re-offered for sale, destroyed or otherwise disposed of by the Seller in any manner as it shall in its absolute discretion deem fit, and any monies paid shall be forfeited.

Without prejudice to any claims that the Seller may have against the Buyer for breach of contract or otherwise the Buyer will become liable from the Clearance Date/Removal Date for all storage, security and administration expenses and the cost of and incidental to re-selling and/or otherwise disposing of uncleared items.

The buyer acknowledges that the Designated Premises are a potentially dangerous place. Flammable, noxious, corrosive and pressurized substances may be present. Heavy equipment may be operated, and electrical circuits may be live. Every person enters the Designated Premises at his or her own risk with notice of the condition of the premises and the activities that will be or have been conducted on the premises. Buyers shall so advise their agents and employees. No person shall have any claim against the Seller or their respective agents or employees for any injuries sustained or for damages to or loss of property that may occur at the Designated Premises. Nothing in this clause shall limit or exclude liability for death or personal injury resulting from the negligence of the Seller.

7. Buyer's responsibilities and conduct

The Buyer will be responsible for all damage that it, its carriers or its agents may do to the property of any third party (and, in particular, to the Designated Premises) in removing the lot(s) it has purchased. Should the Seller consider such damage likely to occur, it may require the Buyer to deposit such sum of money with the Seller, by way of security for the costs of reinstating that part of the Designated Premises likely to be damaged by the removal of a lot, as the Seller may require. Should the Buyer refuse to deposit such monies, the Seller may refuse the Buyer access to the Designated Premises for the purpose of collecting all or any of the lots it has purchased, or rescind the sale of such lot.

By placing a bid on a lot, the buyer represents, warrants and undertakes that it has the authority and capacity to enter such bid and close the transaction and that any bid that it makes constitutes an irrevocable offer to buy the lot in question for the full amount of the bid.

8. International statutory compliance exclusion

(a) 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 lot(s):

(i)       may not necessarily comply with the Health and Safety at Work Etc. Act 1974, Environmental Protection Act 1990 or any other UK and/or EC Acts, Regulations, Directives or their applicable laws or equivalent or similar laws in any relevant jurisdiction or; and

(ii)      could contain blue or white asbestos, hazardous substances, dangerous chemicals etc. which if not handled correctly during their removal from a site could be in breach of the Health & Safety at Work Etc. Act 1974, Control of Substances Hazardous to Health Regulations 2002 or any other current legislations covering the use of such substances in a working environment in the UK, the EC, the United States or any other relevant jurisdiction. The Seller has no duty to remove any hazardous substances that are contained in or are a part of any asset.

(b) The Buyer undertakes to:

(i)       remove, ship and use any purchased plant and equipment within the UK or EC or any other relevant jurisdiction in a way that does not contravene any relevant legislation and in full compliance with all applicable health and safety standards and regulations;

(ii)      comply with all current applicable legislations in any relevant jurisdiction and reasonable instructions by the Seller in relation to the removal/disposal of waste including hazardous waste.

Participants agree to comply with all applicable export or import control or related laws or regulations and not to violate any applicable local, state, national or international law, statute, ordinance, rule or regulation. Participants acknowledge that the Seller is not the exporter of any asset unless expressly stated.  The Seller gives no representation or warranty concerning and has not conducted any investigation to ascertain which items, if any, constitute, for example, “Restricted Technology” for US law purposes or whose export is otherwise restricted under applicable law. The Seller reserve the right to cancel or rescind any sale in an Online Transaction at any time if he determines, in its absolute discretion, that the sale does or may violate applicable export or import control or related laws and regulations. 

9. Intellectual Property Rights

The Buyer acknowledges that any software or intellectual property rights attaching to a lot or lots may not be the property of the Seller or capable of transfer by the Seller. The Seller is not in any way authorising the use by the Buyer of such software or intellectual property rights and any use of such software or exploitation of such intellectual property rights shall be at the Buyer's sole risk.

10. Transfer of risk

Upon the Announcement of Sale the Buyer shall assume all risks in and relating to such lots. The Buyer is advised to effect, in respect of all such risks arising thereafter, any insurance it may consider necessary. The duty of the Seller to make lots available shall be deemed performed upon Announcement of Sale even if a lot is subsequently damaged and/or part thereof has been lost.

Property and title in each lot shall not pass to the Buyer until:

(a) full payment therefore has been received or (where payment or part payment is made by cheque) until the cheque(s) in question have been cleared; and

(b) each such lot has been removed from the Designated Premises in its entirety.

11. As Is

All goods are sold "AS IS, WHERE IS, WITH ALL FAULTS AND WITHOUT RECOURSE". Illustrations, pictures or videos posted on the Website are for the convenience of the Buyers only.

The Seller has used its reasonable endeavours to ensure that the description of each lot(s) appearing on the Site are accurate, but the Buyer relies upon such description at its own risk. Buyers should satisfy themselves prior to the sale as to the condition of the asset and should exercise and rely on their judgment as to whether the asset accords with its description at their own risk.

Subject to the obligations accepted by the Seller under these Terms and Conditions the Seller nor any of its respective employees or agents are responsible for errors of description or for the genuineness or authenticity of any asset and no warranty whatever is given by the Seller or its respective employees or agents to the Buyer in respect of any lot and any express or implied conditions or warranties are hereby excluded to the greatest extent permitted by law.

Machines and production items are usually sold in conformity with technical specifications as well as with French legal safety norms or regulations. Conformity to applicable laws and regulations is certified either by a seal of conformity (for a machine put into service after 15 January 1981 – (French) Decrees 80543 and 544) or a CE seal (machines put into service after 15 January 1993 – (French) decrees 9340) if they have not undergone significant modifications to the safety mechanisms.

If any equipment does not conform to technical specifications, or to French legal safety norms or regulations, it is reminded to Buyers that these items must imperatively be refurbished in regards to the above norms and/or regulations during their installation and/or use after their sale. Buyers undertake to refurbish items in conformity with applicable norms and/or regulations. Lots are sold as spare parts.

Equipment which is noncompliant and not dangerous are sold by the Seller as unfit for production. In respect of that equipment the Buyer represents and warrants to the Seller that:

(a)          it is an individual or legal entity whose purpose is to use the equipment in a territory other than French territory. It shall be the Buyer’s responsibility to conform to the legislation of the country where the material is to be used; or

(b)          it is an individual or legal entity having the status of retailer, salvage dealer, remanufacturer, scrap merchant, scrap metal dealer or collector who undertakes beforehand to be responsible for and to ensure conformity to required standards, for possible assignment to a client operator; or

(c)          it is a Buyer sourcing spare parts and who undertakes, by accepting these Terms and Conditions, not to use or assign the equipment for production.

Lots considered as dangerous and noncompliant according to French Decrees dated 5 March and 24 June 1993, shall only be sold to Buyers who meet criteria a) and b) here above. If a Buyer purchases such equipment from the Seller it represents and warrants to the Seller that it shall comply with (a) and (b) above.

Buyers formally undertake to respect the above criteria by accepting these Terms and Conditions of Sale and by acknowledging and accepting that all conformity obligations and rights are transferred from the Seller to the Buyers.

12. Liability

Where the Buyer loads any item of plant, machinery or equipment contained in a lot or lots to remove it from a site, the Seller shall not be liable to the Buyer or to any third party for any damage however so caused by the removal and the Buyer shall be responsible for and indemnify the Seller against any damage or loss which the Seller or may suffer or incur in respect of loss, damage or injury suffered by the Buyer's employees or any third party arising from the removal of the plant, machinery or equipment.

13. Limitation of liability

The Seller shall not be liable in contract, tort (including negligence) or for breach of statutory duty or in any other way for:

1. any loss arising from or in connection with loss of revenue, profits, contracts or business or failure to realise anticipated savings or profits;

2. any loss of goodwill or reputation; or

3. any indirect or consequential losses suffered or incurred by Buyer,

arising out of or in connection with these Terms and Conditions and any of the actions or events contemplated within them or deriving from a sale of goods pursuant to them (“Relevant Events”).

The aggregate liability of the Seller in respect of any other loss or damage suffered by a Buyer and arising out of or in connection with these Terms and Conditions or arising out of or in any way connected with any Relevant Events, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, shall not exceed the Buyer’s premium paid by the Buyer, in each case in respect of the goods which are the subject of the claim.

The Buyer undertakes to defend (by counsel satisfactory to the Seller) and indemnify the Seller and hold the Seller harmless from and against any claim, demand, cause of action, liability or expense (including attorneys' fees and costs) asserted against or incurred by the Seller or any third party in connection with the sale, removal, shipment or use of any purchased assets or a breach by the Buyer of these Terms and Conditions. 

Nothing in this clause shall limit or exclude liability for death or personal injury resulting from the negligence of the Seller or its respective employees or agents.

Notwithstanding any contrary provision in these Terms and Conditions, the Seller shall not limits or excludes its liability in respect of fraud, any breach of section 12 of the Sale of Goods Act 1979 or any other statutory or other liability which cannot be excluded under applicable law.

 14. Choice of Law and Venue

ALL DISPUTES RELATING TO THESE TERMS AND CONDITIONS BETWEEN THE BUYER AND THE SELLER SHALL BE EXCLUSIVELY GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF ENGLAND.

THE BUYER AND THE SELLER HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE ENGLISH COURTS OVER ANY CLAIMS, DISPUTE OR MATTER ARISING UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS OR THEIR ENFORCEABILITY. EACH BUYER ACKNOWLEDGES THAT THE SELLER WOULD NOT PERMIT THE BUYER TO REGISTER AS A BUYER IF THE TERMS OF THIS CLAUSE 14 WERE NOT VALID, BINDING AND ENFORCEABLE.

The Buyer irrevocably consents to any process in any legal action or proceedings arising out of or in connection with these Terms and Conditions or its enforceability being served in accordance with the provisions of these Terms and Conditions relating to the service of notices. Nothing contained in these Terms and Conditions shall affect the right to serve process in any other manner permitted by the laws of the country in which service is to be effected.

If a sale consists of real property in a country outside England and Wales, the Buyer and the Seller agree, at their own cost, to do all things and execute all contracting deeds, assignments, instruments, transfers and other documents as may be necessary or desirable to give full effect to the transaction in that country.

These Terms and Conditions are drawn up in the English language.  If these Terms and Conditions are translated into another language, the English language text prevails.

Liquidity Services

December 2021