Manheim Remarketing - Terms and Conditions of Purchase

Terms & Conditions

Website Terms and Conditions of Use

Introduction

Access to the Website is subject to the following terms and conditions. Please ensure you read these terms and conditions carefully. They explain our responsibilities to you and your responsibilities to us. They include provisions that deal with our and your liability.

On accessing or using our Website on this and on each subsequent occasion you will be deemed to have read and accepted all of the terms and conditions that apply to its use. We reserve the right to alter these terms and conditions at any time and it is your obligation to check if changes have been made. Your use of the Website after changes are posted on-line shall constitute acceptance of the new terms and conditions.

In these terms and conditions:

1.

“we/us/our” means where the context so requires, Manheim Auctions Limited (company number 00448761) or Manheim Retail Services (company number 02838588) both of Central House, Leeds Road, Rothwell, Leeds, LS26 0JE

2.

“Website” means where the context so requires the website manheim.co.uk, manheimremarketing.co.uk or manheimretailservices.co.uk;

3.

“you”/“your” means the user of the Website.

1. Access to Website

1.1

Access to our Website is permitted on a temporary basis. We reserve the right at any time to suspend or discontinue the Website including, without limitation, for maintenance purposes, without incurring any liability or obligation to you. We accept no responsibility if you are unable to access our Website (whether due to equipment failure, unavailability of communications facilities, mis-configuration or any other reason whatsoever).

1.2

From time to time, we may restrict access to some parts of our Website, or our entire Website. We make no guarantees that the Website will be uninterrupted, secure or error free.

1.3

We will need to carry out routine maintenance and servicing of our servers and equipment from time to time. While we will seek to keep disruption to a minimum we cannot guarantee that the Website will be continuously available on-line. We therefore provide the Website on an “as is” and “as available” basis.

2. Content

2.1

The pages contained in the Website may contain technical inaccuracies and typographical errors. The information in these pages may be updated from time to time and may at times be out of date. We accept no responsibility for keeping the information in these pages up to date or liability for any failure to do so.

2.2

The information contained in the material in the Website is only for information purposes. The material on the Website does not constitute advice and you should not rely on any material on the Website to make (or refrain from making) any decision or take (or refrain from taking) any action.

2.3

We give no warranties, conditions, guarantees or representations, express or implied, as to:- (a) the completeness or accuracy of the advice and/or information contained on the Website or any website to which it is linked; or (b) the content of any advertisements included on our Website; or (c) the quality or condition of the information of the Website.

2.4

You agree to use this Website at your own risk.

3. Copyright and trade marks

3.1

All rights, including copyright, in the content of these web pages are owned by us. Nothing in these terms and conditions in any way confers on you any licence or right to any designs or logos or business names used by us on our Website.

3.2

Except as expressly permitted by these terms and conditions, you may not copy, reproduce, redistribute, download, republish, transmit, display, adapt, alter, create derivative works from or otherwise extract or re-utilise any of the contents of the Website. In particular, you must not cache any of the contents for access by third parties nor mirror or frame any of the content of the Website nor incorporate it into another website without our express written permission.

3.3

You may copy, reproduce, download, record or use the information on this Website for your own personal, non-commercial use.

4. Your Obligations

4.1

You will act lawfully and honestly at all times when you access this Website. You agree not to use the Website for fraudulent purposes or in connection with a criminal offence or other unlawful activity.

4.2

You agree that you will not try to post on the Website or use contact addresses on the Website to post any content which is defamatory, obscene, in breach of copyright, vulgar or indecent or may have the effect of being harassing, threatening, abusive or hateful or that otherwise degrades or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability.

4.3

You will not advertise or promote any third party or any of your own products or services. You will not seek to distribute “spam” e-mail through the use of the website.

4.4

You will not seek to introduce any viruses, trojan horses, worms or similar devices on to the Website.

4.5

In order to book an appointment with us to bring your vehicle in for an inspection and purchase, you will need to register with us. You agree that the information you provide to us will be factually accurate and complete. All information supplied by you as part of the registration process will be protected and used in accordance with the terms of our Privacy Policy.

5. Liability

5.1

The material displayed on our Website is provided without any guarantees, conditions or warranties as to its accuracy. We make no representations, warranties, guarantees or promises that any third party independent data or data provided by Us will be accurate or where a vehicle valuation provided by Us, Cap Motor Research Limited or Glass’ Information Services Limited (or any other company who provides Us with Vehicle valuations) reflect the true value of that vehicle. Where an estimate is provided it will be subject to changes in market conditions (both nationally and regionally) which may affect the price at which it is valued. You rely on any estimate of the value of the vehicle at your own risk. To the extent permitted by law, we, other members of our group of companies and third parties connected to us hereby expressly exclude:

(a)

All conditions, warranties and other terms which might otherwise be implied by statute.

(b)

Any liability for a direct, indirect or consequential loss or damage incurred by any user in connection with our Website or in connection with the use, inability to use, or results of the use of our Website, any websites linked to it and any materials posted on it, including without limitation any liability for:

loss of income or revenue;
loss of business;
loss of profits or contracts;
loss of anticipated savings;
loss of data;
loss of goodwill;
wasted management or office time; and for any other loss or damage of any kind, howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

5.2

We are not liable in any way for failure, interruption, delay or any other matters of a similar nature whatsoever to the Website arising out of circumstances beyond our reasonable control including, but not limited to, fire, explosion, earthquake, flood, storm, riot, civil disturbance, strikes, lockouts and industrial disputes, war, nuclear accident, terrorist activity, failure of equipment or transmission (or other supply) difficulties (except where such failure or transmission (or other supply) difficulties are caused by our negligence or wilful default), the act or order of any government department, council or other constituted body and acts of God.

5.3

The exclusion of liability does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation, nor any other liability which cannot be excluded or limited under applicable law.

5.4

You agree to indemnify us for any loss or damage suffered by us arising out or your use of the Website and/or your breach of these terms and conditions of use.

5.5

We make no warranty that the Website (or websites which are linked to the Website) is free from computer viruses or any other malicious or impairing computer programs or free from hacking or other security breaches. It is your responsibility to ensure that you use appropriate virus checking software.

5.6

We are not liable for any failure to perform any of our obligations under these terms and conditions caused by matters beyond our reasonable control.

6. Links to non Manheim websites

The Website may from time to time contain hypertext links to websites that are not operated by us or by our associated companies. We do not control such websites and are not responsible for their content. Our inclusion of hypertext links to such websites does not imply any endorsement of the material contained on the websites or of the owners.

7. Hyperlinks

7.1

You may not create any hyperlink or other similar form of connection to this website without our express written permission.

7.2

You may not use this website within any other website.

8. General

8.1

We reserve the right to assign or subcontract any or all of our rights and obligations under these terms and conditions to a third party.

8.2

These terms and conditions of access together with our privacy policy contain the entire agreement and understanding between the parties relating to the Website, and supersede any and all prior agreements, arrangements, statements and understandings, except for any fraud or fraudulent representation by either party. We exclude all representations and warranties relating to access to use of the Website, whether they are statutory or otherwise, as far as is possible by law.

8.3

If you have a dispute with another user of the Website, you agree to release us from all claims, losses and/or damages of any kind arising out of any such dispute.

8.4

If any of these terms and conditions shall be held to be invalid or unenforceable, it shall not affect the enforceability of any of the remaining provisions.

8.5

These terms and conditions are personal to you. You agree not to transfer your rights or obligations under these terms and conditions to anyone else.

8.6

From time to time, we may modify the terms and conditions without prior notice to you. If we do so, we will post the amended terms and conditions on the Website in place of the current version. It is your responsibility to review the terms and conditions regularly. If you continue to use the Website after the amendments are posted, you will be treated as having accepted the revised terms and conditions.

8.7

No partnership, joint venture, employee-employer or franchisor-franchisee relationship arises between us and you by reason of these terms and conditions.

8.8

Notwithstanding any other provision in these terms and conditions, no person other than you or us has any right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of these terms and conditions. Nothing in these terms and conditions shall affect any right or remedy of a third party which exists or is available other than as a result of the aforementioned Act.

8.9

These terms and conditions shall be governed by and in accordance with English law and subject to the exclusive jurisdiction of the English Courts.

8.10

If you do not agree to obey these terms and conditions you must stop using the Website immediately.

Standard Terms & Conditions

These standard terms and conditions set out the contract terms between a Vendor and Purchaser of Goods. They explain each party’s rights and obligations. The document also sets out Manheim’s rights and its duties to Vendors and Purchasers.

This is an important document which should be read carefully. All Goods sold and purchased will be governed by these terms and conditions (whether such Goods are sold at a physical or electronic auction or sold directly without being auctioned). In consideration for the mutual promises and undertakings set out herein: Manheim, Vendors and Purchasers agree to be bound by these terms and conditions.

Your entry to and use of Manheim’s buildings, premises and other facilities (including your right to use software and services provided by Manheim) are subject to these terms and conditions.

Definitions

Accept or Acceptance means when the Vendor accepts an Offer put to Manheim (and a Vendor hereby authorises Manheim to accept any offer on its behalf when an Offer is the same as or greater than a reserve price set by the Vendor and/or where no reserve price has been set by a Vendor it is the highest Offer that Manheim decides to accept in its sole discretion on behalf of a Vendor)

Assured Scheme means a scheme where Manheim has described Goods as coming with the benefit of an assured scheme

Business Day means a day other than a Saturday, Sunday or public bank holiday in England

Buyer’s Premium means the fees payable for the provision of a number of services (such as Manheim making available its auction facilities and Manheim’s administration and associated services) including those rights provided by Manheim to a Purchaser in accordance with clause 79 - 80

Contract of Sale means the contract between Vendor and Purchaser for the purchase of the Goods and which comprises the relevant terms and conditions set out herein and formed upon the Vendor’s Acceptance of the Purchaser’s Offer

Entered for Sale means the point in time at which the Vendor has instructed Manheim to enter Goods for sale whether by means of completing an entry form or by written or verbal instructions

Fees are fees chargeable by Manheim for its products and services (including promoting and facilitating the sale of a Vendor’s Goods whether electronically or otherwise and fees for any additional products or services offered by Manheim)

Goods means any car, light commercial van, motorcycle, caravan, heavy goods vehicle or any other vehicle, plant, machinery, equipment or any other asset.

Insurance Total Loss means that a vehicle has been categorised by insurers as any of a category A (scrap metal only), category B (break for spare parts only), category C (repairable vehicle but where repair costs exceed the vehicle’s pre-accident value) and category D (all other repairable vehicles) but shall not apply if a vehicle is the subject of a stolen recovery claim

Manheim means Manheim Auctions Limited whose registered address is Central House, Leeds Road, Rothwell, Leeds, LS26 0JE

Market Value means the lesser of:

the mean average selling price of a vehicle which is:

(i) achieved at a Manheim auction over the three month period ending with the month in which the Vehicle the subject of the claim was purchased or, if not purchased, the date delivered, collected or taken possession of by Manheim; and

(ii) the same make, model and substantially the same condition and mileage as the vehicle the subject of any claim; OR

the market value of a vehicle for its make, model and condition at the date a claim is made

Offer means any price offered to be paid for the Goods and whether submitted electronically, in writing, orally or by any other means or indication (and a Purchaser authorises Manheim to put an Offer to a Vendor and to according accept a Vendor’s reply on a Purchaser’s behalf)

Purchase Price means the price which has been Accepted for Goods

Purchaser means the person or company whose Offer has been Accepted for the Goods and the definition, where the context so requires, shall include prospective Purchasers

Rate of Interest means 4% above National Westminster Bank base rate (or any other bank base rate chosen by Manheim) in force from time to time which shall be compounded at the end of each calendar month

Roadworthy means that a vehicle complies with all legislation in force from time to time to ensure that vehicles do not cause a danger on the roads and highways (including any regulations as to brakes, steering gears, tyres, lighting equipment or any other such matter)

Territory means mainland England, Scotland and Wales and excludes any areas where the Goods need to be transported by ship, plane or any other similar form of transport

Vendor means the company, organisation or person that has instructed Manheim to perform services on its behalf in relation to the sale of Goods

For the avoidance of doubt, any reference to the age or year of a vehicle shall be deemed to be a reference to the year of the vehicle's first registration in the United Kingdom as stated in the vehicle registration document.

Vendor’s duties

Unless the Vendor has otherwise instructed Manheim in writing prior to Goods being Entered for Sale and Manheim has agreed to act in accordance with that instruction, the Vendor warrants and promises to both Manheim and the Purchaser that unless disclosed otherwise as part of the sales process, that where relevant:

the Vendor owns the Goods and accordingly has unencumbered title to and a right to sell the Goods;
the Goods, where a vehicle, have not been subject to an Insurance Total Loss;
the odometer (or the total mileage of a vehicle if stated to be different from the odometer) if noted as “warranted” will be true and accurate;
the Goods, where a vehicle, have their true and proper registration mark and chassis number and/or vehicle identification number and which corresponds to the vehicle registration documents;
if the Goods, being a vehicle, come with a cherished registration plate, the Vendor owns that cherished registration plate and has all rights, title and interest to sell that cherished registration plate;
the year registered, or year of manufacture, whichever is earlier, which has been provided by a Vendor is correct (save that when the expression “unknown” or “year as seen”
is used – no warranties or representations are given regarding the age of a vehicle);
all documents and information provided by the Vendor are true, accurate and complete in each and every particular.

Save as set out in clause 1, no warranties or representations are made by a Vendor regarding the mechanical condition or general quality of the Goods.
It is the duty of the Vendor to ensure the Goods are insured against third party damage and/or theft whilst on Manheim’s premises or otherwise in Manheim’s control and shall remain insured until risk passes to a Purchaser upon Acceptance. Risk in the Goods remains with the Vendor at all times until a Contract of Sale has been entered into.
A Vendor warrants to Manheim that it will immediately inform Manheim if a vehicle is known by it not to be Roadworthy.
A Vendor warrants to Manheim that where the Goods are plant, machinery or some other substantially similar asset, the Goods will be safe for use and operation.
A Vendor agrees to fully and effectively indemnify Manheim on demand against any losses, costs, expenses (including legal fees on a full indemnity basis), liabilities or claims suffered by Manheim by reason of a breach of the warranties given at clause 4 and 5.
A Vendor agrees that where it uses Manheim’s IT systems and software, that it shall do so using all due care and attention and shall use its best endeavours to ensure that no viruses, worms or disabling devices are uploaded onto Manheim’s systems.
A Vendor must inform Manheim in writing of the VAT status of a vehicle prior to that vehicle being entered for sale. The VAT status of a vehicle as notified to Manheim prior to the sale of a vehicle shall be binding and may not be changed following a Contract of Sale arising in respect of that vehicle.
A Vendor must supply Manheim with accurate information regarding its VAT status and registration and of any amendments to the same. A Vendor shall be responsible and shall hold Manheim harmless on demand against any loss suffered by Manheim as a consequence of Manheim acting on inaccurate information.

Contract of sale

When an Offer is Accepted by the Vendor a Contract of Sale is formed between the Purchaser and the Vendor.
Manheim is not a party to the Contract of Sale and has no liability or responsibility in respect of the Contract of Sale.
The fall of the hammer will mean that Manheim has accepted an Offer on behalf of a Vendor, but Manheim may also accept an Offer verbally or in writing on behalf of a Vendor and an Offer shall be deemed as Accepted whenever an auction or sale of Goods ends and Manheim has received (on behalf of the Purchaser) the Acceptance from a Vendor.
Whilst risk in the Goods passes to the Purchaser at the time of Acceptance, all ownership and title in the Goods remains with the Vendor until it has received the Purchase Price less any Fees.
The Contract of Sale contains the warranties and representations made by the Vendor at clause 1 of these terms and conditions. The Vendor makes no other warranties or representations about the Goods. Whenever practical, it shall be for the Purchaser to inspect the Goods and make such enquiries about them with third party providers of information relevant to such Goods as are appropriate. It is for the Purchaser to satisfy itself about any Offer it wishes to make for the Goods.
Other than as set out in these terms and conditions, the Vendor expressly excludes any and all representations and warranties about the Goods including any which may otherwise be implied into the Contract of Sale by the Sales of Goods Act 1979, any other legislation or by common law (whether this be terms implied by custom and practice or otherwise).
The Vendor shall not be liable to any Purchaser for any special, consequential or indirect losses suffered by a Purchaser in relation to the Goods.
The Vendor shall not be liable for any loss of profit, loss of contract, loss of revenue, loss of opportunity or loss of chance (whether such losses are direct or indirect or reasonably foreseeable at the time of the Contract of Sale) suffered by the Purchaser.
At all times the Vendor’s liability to a Purchaser shall not exceed the Purchase Price.
Nothing in the Contract of Sale shall exclude or limit the Vendor’s liability for death or personal injury caused by the Vendor’s negligence or for any fraudulent misrepresentation.
For the avoidance of doubt, each of the matters set out at paragraphs 14 – 19 are a part of the Contract of Sale.

Payment of Purchase Price and related matters

Vendor

Manheim shall in normal circumstances remit the Purchase Price (less its Fees) for the Goods to the Vendor within 5 Business Days of:

Manheim having received the full Purchase Price in cleared funds; and
Provided there is no existing dispute in relation to the Vehicle; and
any and all third party interests in the Goods have been settled in full.

The Vendor authorises Manheim to deduct from the Purchase Price:

any and all Fees which are payable by the Vendor to Manheim (whether in respect of the Goods to which the Purchase Price relates or in respect of any other services, products or Goods);
any amount equivalent to a third party interest in the Goods where Manheim may have been informed that such interest needs to be settled in order to pass good title to the Goods to a Purchaser.

Where Manheim has agreed to invoice the Vendor for any Fees rather than deducting them from the Purchase Price, all such Fees shall be due and payable within 7 (seven) days of the date of invoice. The method of payment shall be in accordance with Manheim’s then current operating procedures and practices.

Purchaser

A Purchaser must pay the Purchase Price (and any VAT, where relevant), Buyer’s Premium and any other Fees by 5 pm of the next day following Acceptance. Where Manheim invoices the Purchaser for any Fees all such Fees shall be due and payable within 7 (seven) days of the date of invoice. The method of payment shall be in accordance with Manheim’s then current operating procedures and practices.

General

Where the Fees have been paid late by the Purchaser or the Vendor, Manheim shall have the right to charge interest on those Fees at the Rate of Interest. Where the Purchaser has not paid the Purchase Price and the Fees (including the Buyer Premium) by the due date for payment, Manheim shall have the right to resell the relevant Goods without notice to the Purchaser and also to suspend or withdraw all of the Purchaser’s trading facilities with Manheim. Any charges or losses incurred on any resale of the Goods (including any difference between the Purchase Price and the resale price) will be payable by the Purchaser to Manheim.
Where the Purchaser has purchased more than one item of Goods, Manheim reserves the right not to allow any item of Goods to be removed from its premises until payment in full has been made in cleared funds in respect of all the Goods so purchased.
VAT (at the rate prevailing by law from time to time) shall be payable by a Vendor and/or a Purchaser where applicable. Note that Manheim has an agreement with HM Revenue & Customs (HMRC) to operate a self-billing system for VAT purposes in respect of vehicles sold through any Manheim auction on behalf of a Vendor. Under the terms of the agreement with HMRC, Manheim may issue the Vendor with a self-billed invoice and the Vendor must account for any input tax shown on the invoice to HMRC and agree not to issue a VAT invoice in respect of any self-billed invoice issued by Manheim. A Vendor must provide Manheim with details of the VAT number issued by HMRC and notify Manheim immediately if the VAT number is changed or cancelled.

Purchaser’s Duties

Risk in the Goods passes to the Purchaser upon Acceptance. It is therefore the Purchaser’s duty to insure the Goods from that time.
The Purchaser warrants and represents to Manheim that it has read and agreed all of these terms and conditions. The Purchaser warrants and represents to Manheim and the Vendor that the exclusions of liability (whether by Manheim or the Vendor) are fair and reasonable.
Each prospective Purchaser shall provide his true name and address and such other information and proof of identity (whether in respect of money laundering procedures or otherwise) as may reasonably be required by Manheim.
The Purchaser understands and agrees that it is the Purchaser’s duty to ensure that all necessary safety checks on the Goods are undertaken before putting the Goods into use (including placing them on the highway).
It is the Purchaser’s responsibility and it shall accordingly and additionally warrant and represent to Manheim that it will do all things necessary to ensure (including by undertaking repair or maintenance as necessary) that the Goods are safe for operation and use and that the Purchaser has all necessary permits, certificates or any other legally required documentation or insurance as may be necessary to use the Goods (whether on the highways or otherwise).
The Purchaser warrants, represents and undertakes that it will do all things necessary to ensure that in so far as the Goods are vehicles that they are Roadworthy or, where not Roadworthy, that they are put in a condition so as to be Roadworthy and safe for use before putting them on the road.
The Purchaser shall pay any deposit in respect of the purchase of Goods as may be required by Manheim. The deposit shall be returned by Manheim if:

an Offer is withdrawn prior to Acceptance and no Contract of Sale is therefore concluded in respect of the Goods; or
a Vendor has agreed to cancel a Contract of Sale.

Deposits shall not be refundable where a Purchaser seeks to withdraw an Offer after Acceptance and where clause 34(b) does not apply or where a Purchaser otherwise fails to pay (howsoever arising) for Goods.

Each Purchaser warrants and represents to Manheim that all information provided by it shall in all respects be true, accurate and complete.
Each Purchaser agrees that it shall immediately update Manheim on any changes to information provided by it to Manheim.
Each Purchaser agrees that where it makes an Offer on Goods made available for immediate purchase at a specified price (or a price greater than the specified price), the submission of an Offer at or above the price will be binding upon Acceptance.
The Purchaser warrants and represents to Manheim and a Vendor that it understands and agrees that:

all Goods only come with those representations and warranties described in clause 1 and 79 (save where an Assured Scheme applies); and
it has no rights against Manheim in respect of the quality, condition or merchantability of the Goods (save where an Assured Scheme applies); and
prior to making any Offer in respect of any Goods, it will satisfy itself regarding the value and condition of the Goods by inspecting them and / or making such other background checks as are prudent and sensible.

Each Purchaser agrees that where it uses Manheim’s IT systems and software, including any facilities made available over Manheim’s website, that it shall do so using all due care and attention and shall use its best endeavours to ensure that no viruses, worms or disabling devices are uploaded onto Manheim’s electronic systems.
Each Purchaser agrees that it will keep confidential, safe and secure any of its buyer account details and any passwords or user names provided to it by Manheim to enable it to have access to Manheim’s systems and a Purchaser further agrees that it shall be liable for and shall indemnify and hold Manheim harmless on demand against any costs, liabilities, damages, expenses, fees (including legal fees) and losses suffered by Manheim by reason of any third party use of the prospective Purchaser’s account details, user names or passwords.
Each Purchaser agrees to fully and effectively indemnify Manheim and hold Manheim harmless on demand against any losses, costs, damages, expenses or liabilities (including legal fees on a full indemnity basis) suffered by Manheim by reason of the prospective Purchaser being in breach of these terms and conditions including under the Contract of Sale.
Each Purchaser warrants and represents to Manheim that where it trades online, it is trading in the course of business and not as a private consumer.

Purchaser’s Rights

Where made available to a Purchaser by Manheim, a Purchaser may make Offers in writing or electronically as well as making an Offer orally or otherwise at Manheim’s premises. Where a Purchaser makes use of Manheim’s electronic facilities, it shall do so in accordance with these terms and conditions.
Title in the Goods passes to the Purchaser upon cleared payment in full of the Purchase Price and Fees to Manheim.
The Purchaser shall have the benefit of the Vendor’s warranties and representations incorporated into the Contract of Sale at clause 1.
Subject to clause 47 below, in the event that any of the warranties and representations given at clause 1 are un-true, the Purchaser has the right to either:

At least in so far as it relates to title, to rescind the Contract of Sale (subject to the time limit specified below) and be re-funded the Purchase Price in full and final settlement of any claim the Purchaser may have; or
If a sufficiently material misrepresentation has been made, to rescind in accordance with clause 46(a) or alternatively (and in all other circumstances where not a sufficiently material misrepresentation) to retain possession of the Goods and claim for any losses directly suffered by the Purchaser (subject to the time limits below and subject at all times to the exclusions and caps on liability set out at clauses 16 – 18).

The time limit for brining a claim for breach of warranty or representation is 6 months from the date of Acceptance.
For the avoidance of doubt, clauses 44 – 47 form part of the Contract of Sale.
The Purchaser has the benefit of any Assured Scheme warranties where the Purchaser has been informed by Manheim that the Assured Scheme applies to those Goods.
The Purchaser has the benefit of the promises provided by Manheim in accordance with clause 79 to 80 when the Purchaser has paid the Purchase Price and Fees in cleared funds.

Manheim’s Rights

Manheim has the right to decline to auction or otherwise offer for sale any Goods at its sole discretion.
Manheim may refuse any person or company entry to its premises or require any individual to leave its premises at its sole discretion.
Manheim shall have the right to refuse any person or company access to its website or other software or electronic systems or facilities and/or to suspend any such rights of access at its sole discretion.
Manheim may withdraw or suspend at any time any facilities made available by it to any person or company including any credit facilities or any account holder rights (such suspension or withdrawal being at Manheim’s sole discretion).
Manheim shall have the right not to take or accept any Offer from any individual, company or organisation and shall have the right to require any Purchaser to be properly authorised by Manheim to participate in any particular sale of Goods.
Manheim shall have the right to put in place rules at its discretion from time to time regarding the acceptance of Offers electronically. All Purchasers agree to be bound by those rules.
Manheim is not bound to accept any particular Offer and Manheim’s decision regarding the submission of Offers shall be final.
A Purchaser agrees and understands that where it is using an electronic means of submitting Offers, an Offer may not be received by Manheim and/or Manheim’s system may not recognise, accept or utilise that Offer. Purchasers agree to use any of Manheim’s electronic systems at their own risk that an Offer will not be received, accepted or utilised.
Manheim makes no guarantees as to the availability of any equipment or electronic systems or communication facilities made available by it. Manheim makes no promises that a prospective Purchaser will have uninterrupted, secure or error free access to Manheim’s electronic systems and communication facilities.
The Vendor grants Manheim the express authority to do any of the following in Manheim’s sole discretion a) rescind the Contract of Sale; b) withdraw any Goods from sale; and (c) negotiate the sale of any vehicle by private treaty between any Purchaser and the Vendor.
Vendors authorise Manheim to, and agree that Manheim shall, have the absolute discretion without giving any reason:

to decide when and how any Goods shall be offered for sale;
to withdraw any Goods from sale;
to re-enter any Goods for sale;
to bid on any Goods on behalf of the Vendor up to the reserve price prescribed by the Vendor;
to sell any Goods to the Purchaser making the highest Offer that Manheim accepts where there is no reserve price set by the Vendor;
to refuse any Offer;
to divide any lot;
to combine two or more lots;
in the case of dispute, to put any lot in for auction again.

Each Purchaser and Vendor agrees that all right, title and interest in data collected and processed by Manheim (including all database rights created by it) shall inure to and belong to Manheim.
Each Purchaser and Vendor agrees that all copyright (including rights in software), trade marks, database rights and any other intellectual property rights in any website operated by Manheim or in any other electronic communication facilities operated and provided by Manheim or any other document, report, appraisal or other information produced or compiled by Manheim shall be the property of and belong to Manheim (and/or its licensors). No rights in any of Manheim’s intellectual property rights (including trade marks, copyright and logos) are granted to a Vendor or a Purchaser other than such limited rights as are strictly necessary for use of Manheim’s website or electronic communication facilities made available by Manheim.
Vendors and Purchasers may not copy, reproduce, republish, reverse engineer, commercially exploit or otherwise make use of Manheim’s intellectual property other than for the strict purpose of using the website, communication facilities and other systems made available by Manheim in order to receive and use the services offered by Manheim.
Ownership and title to any Goods shall pass to Manheim where:

Manheim has paid over the Purchase Price to the Vendor before Manheim is in receipt of those monies from the Purchaser;
Manheim has paid to the Purchaser any amount under the Assured Scheme and where the Goods are to be returned to Manheim;
Manheim has paid to the Purchaser any amount pursuant to clause 80 and where the Goods are to be returned to Manheim.

Notwithstanding the fact that title has passed to Manheim in accordance with clause 65, Manheim shall not itself be responsible or liable for the warranties and representations set out at clause 1 unless Manheim has itself entered the Goods for sale.
Vendors and Purchasers agree that Manheim shall have a lien on any Goods in respect of any monies due to it from the Vendor or the Purchaser (as relevant).
Manheim may retain possession of the Goods until a Purchaser is able to prove that it has paid the Purchase Price in full and cleared funds and, where relevant, any agent acting on behalf of a Purchaser can prove he has the requisite authority to act on the Purchaser’s behalf. Manheim has the right to require proof of identification before releasing the Goods to any person.
Manheim may charge interest at the Rate of Interest on any overdue payments owed to it.
Manheim shall have the right to deduct its Fees or any other amount properly due and owing to it by the Vendor from the Purchase Price (whether or not the Fees relate to the Goods to which the Purchase Price relates).
The Vendor and the Purchaser agree that Manheim shall have a right to charge them both Fees where Goods are on Manheim’s premises and where the Vendor and Purchaser have reached an agreement between themselves on the sale and purchase of those Goods.
In the event that there is any dispute between a Vendor and a Purchaser, the Vendor and Purchaser authorise Manheim to retain the Purchase Price and possession of the Goods until that dispute has been settled. In the event that the dispute is settled such that a Vendor has agreed to cancel the Contract of Sale, Manheim shall return the Purchase Price to the Purchaser and the Goods shall remain in the ownership of the Vendor to dispose of as it wishes. In the event that the Vendor agrees to reduce the Purchase Price, Manheim shall return the amount equivalent to the reduction in the Purchase Price to the Purchaser and pass the residue (less Manheim’s Fees) to the Vendor and release the Goods to the Purchaser. Where the dispute can not be settled within a reasonable period of time, Manheim shall determine based on the facts available to it (and whether by itself, by reference to interpleading or by appointment of an adjudicator) who is entitled to the Goods and the Purchase Price.

Risks

All Goods are handled, driven (including during collection and delivery of the Goods) and left on Manheim’s premises at the risk of:

the Vendor until Acceptance;
the Purchaser immediately upon Acceptance.

Manheim accepts no liability whatsoever in relation to the Goods whilst left on its premises.

Manheim Guarantee Schemes

Manheim Assured Scheme

Manheim may offer its Assured Scheme in respect of Goods. Where the Assured Scheme has been offered by Manheim, it shall be identified on the Goods and/or in any catalogue or other description listing the Goods for sale.
Where the Goods come with the benefit of Manheim’s Assured Scheme and where a Purchaser has already paid the Purchase Price in full and cleared funds along with Manheim’s Fees, a Purchaser may return the Goods to Manheim and have the Purchase Price refunded provided that:

Manheim’s description of the Goods provided by it is proven to be untrue; and
A claim is made within 3 Business Days from Acceptance.

The Assured Scheme shall be invalidated and a Purchaser shall not be able to rely on the rights at clause 76 above where the Goods covered by that scheme are taken outside of the Territory and/or where the Purchaser has damaged the Goods himself or undertaken any other works in respect of the Goods.
The Assured Scheme may not be assigned or transferred to any third party. Only the Purchaser of the vehicle may rely on and utilise the Assured Scheme.

Buyer’s Premium

Subject to Manheim being in receipt of the Buyer’s Premium, any other relevant Fees and the Purchase Price for the Goods, and no disclosures having been made to the contrary: the Purchaser is entitled to rely on the following representations and warranties made by Manheim:

unencumbered title to the Goods will be passed to the Purchaser so that it will own the Goods;
the Goods have not been the subject of an Insurance Total Loss (unless disclosed otherwise);
the odometer of any vehicle (or the vehicle’s total mileage if this is provided) if noted to be warranted as correct on any sales catalogue or other written description of the vehicle will be true and accurate.

In the event that any of the warranties and representations given at clause 79 is proven to be untrue (the Purchaser having provided evidence reasonably satisfactory to Manheim), then a Purchaser shall have the right to return the Goods to Manheim and to be repaid the Purchase Price provided always that:

In respect of clause 79(a), the Purchaser has notified Manheim in writing within 6 months of Acceptance bringing a claim under clause 79; and
In respect of clause 79(b), the Purchaser has notified Manheim in writing within 3 days of Acceptance bringing a claim under clause 79; and
In respect of clause 79(c), the Purchaser has notified Manheim in writing within 3 days of Acceptance bringing a claim under clause 79 and further that any variation or difference in the odometer reading (or vehicle total mileage if provided) on the date of Acceptance is stated to be at least 2,000 miles or 10% (whichever is the greater) lower than that which is proven to be the correct mileage.
In respect of each of clause 80 (a) to 80 (c), the Purchaser has not by its own acts or omissions damaged or tampered with the Goods.

Additional Services

Delivery/Collection

If Manheim are requested to collect or deliver any Goods, Manheim will use reasonable efforts to deliver and/or collect the Goods within any time agreed with the Vendor or Purchaser. Time shall not be of the essence and Manheim shall have no liability for late or non delivery or collection on the date and time that has been agreed.
Manheim will use reasonable care and skill in delivering and/or collecting the Goods, but all risk in the Goods during the transportation of them shall remain with the Vendor and/or Purchaser as relevant in accordance with these terms and conditions.
Charges for delivery and/or collection will be at Manheim’s current rates then in force (or as may otherwise be agreed). Each Vendor and Purchaser agrees to pay any road tolls or congestion charges incurred by Manheim in the performance of any delivery and/or collection services.

Storage

Manheim shall have the right to charge storage fees (at the standard rate in force from time to time) where any Goods remain on Manheim’s premises (which includes all land leased, owned or utilised by Manheim) and where:

a Vendor refuses to permit Manheim to enter Goods for auction or sale on a date specified by Manheim; or
a Vendor withdraws a vehicle from auction or sale; or
a Purchaser leaves the Goods on Manheim’s premises for more than 4 days after Acceptance (including where the reason for them being left on Manheim’s premises is that the Purchaser has failed to pay the Purchase Price in respect of those Goods); or
a Vendor or Purchaser requests that Goods be left on Manheim’s premises; or
Goods are left on Manheim’s premises for more than 4 days (for whatever reason) except where Manheim has agreed terms for the provision of storage services (in which event those terms shall apply); and

where storage fees are chargeable in accordance with this clause 84, storage fees will be charged (unless agreed otherwise) from Acceptance (or in respect of Vendors from the point of delivery to Manheim) up to and including the date the Goods are removed.

Unless agreed otherwise, risk in such Goods shall at all times remain with the Vendor and/or Purchaser (whichever is relevant). Where Goods have been left or abandoned on Manheim’s premises, the Vendor and/or the Purchaser (whichever is relevant) hereby authorise Manheim to sell the Goods.

Liability

Nothing in these terms and conditions shall limit Manheim’s liability for (a) death or personal injury arising from our negligence or fraud or (b) for fraudulent misrepresentation.
Manheim shall have no liability to either a Purchaser or a Vendor for any: a) loss of profit (whether direct or indirect and whether or not reasonably foreseeable by the parties), b) loss of goodwill, c) loss of business, >d) increased management costs, >e) lost opportunity and f) special and consequential losses (and each of (a) to (f) in this clause 87 are intended to be severable from this clause where the law so requires).
Manheim shall have no liability for theft or damage to a Vehicle (except where the damage is caused by Manheim’s employees) when on Manheim’s premises.
Manheim shall have no responsibility to check the accuracy of any information provided or made available to it (which may include any information that is then listed in the entry form, catalogues, listings, appraisals and any other sales literature in use from time to time). Prospective Purchasers rely on all such information at their own risk.
It is for Purchasers to satisfy themselves as to the quality, condition and provenance of the Goods through its own inspection and enquiries and Manheim shall accept no liability for any information prepared by it (in particular, where it is dependant and reliant on information provided by third parties and, for the avoidance of doubt, Manheim does not undertake to check or scrutinise such information).
Manheim shall accept no responsibility to safeguard any data not belonging to Manheim and shall have no liability as a consequence of information or data not being received by it and nor shall Manheim have any liability for the availability of any website, system or any electronic means of communicating with Manheim.
At no time shall Manheim’s liability exceed the greater of the Purchase Price or the Market Value of the Goods (that the claim or loss relates to).
Manheim shall have no liability to a Purchaser or a Vendor for any delay in performance if and to the extent that the delay is due to circumstances beyond our reasonable control.

General

Use of Manheim’s website shall be subject to Manheim’s website terms and conditions. Manheim makes no promises or representations regarding the availability of that website or any other system or electronic means of communication made available by Manheim.
The Consumer Protection (Distance Selling) Regulations 2000 do not apply to the sale and purchase of Goods pursuant to these terms and conditions.
These terms and conditions set out the entire agreement between (1) Manheim and Vendor; (2) Manheim and Purchaser; and (3) the Vendor and the Purchaser.
No other person except for the parties to these terms and conditions shall have any right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of these terms and conditions. Nothing in these terms and conditions shall affect any right or remedy of a third party which exists or is available other than as a result of the aforementioned Act.
These standard terms and conditions contain all the terms which are agreed in relation to the sale and purchase of the Goods and supersede any prior written or oral agreements, representations or understandings between the parties relating to the Goods. A party proceeds to sell and purchase Goods solely on the basis of the terms set out in these standard terms and conditions. Nothing in this clause shall exclude liability for fraudulent misrepresentation.
Without prejudice to any other right or remedy, Manheim shall be entitled but not obliged at any time to set off any liability of the Vendor or Purchaser owed to Manheim against any liability of Manheim to the Vendor or Purchaser as relevant (and howsoever arising and whether any such liability is present or future, liquidated or unliquidated).
If any condition or part of these terms and conditions is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable than that provision will, to the extent required, be severed from these terms and conditions and will be ineffective. All other provisions of these terms and conditions will remain in full force and effect with such modifications as may be necessary to give effect to the remaining terms and conditions.
Any notices shall be made by either email, facsimile, telephone or regular mail at Manheim’s election.
Both the Purchaser and the Vendor agree not to assign their rights and obligations under these terms and conditions.
No partnership, joint venture, employee-employer or franchisor-franchisee relationship arises between Manheim and either Purchaser or Vendor by reason of these terms and conditions.
These terms and conditions shall be governed by English law and the parties agree to submit to the non-exclusive jurisdiction of the English courts.

Version 1 — 3^rd October 2011