Terms and Conditions of Sale
BY PURCHASING RESIDUAL ASSETS THE PURCHASER ACKNOWLEDGES AND AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RESIDUAL ASSETS OFFERED IN THESE SALES ARE PROVIDED ‘AS IS, WHERE LYING’ WITHOUT AGILITY PROVIDING WARRANTIES, CONDITIONS, REPRESENTATIONS OR GUARANTIES OF ANY KIND, EITHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL ADVICE GIVEN BY AN AGILITY AUTHORISED REPRESENTATIVE SHALL CREATE A WARRANTY OUTSIDE WHAT IS PROVIDED HEREIN. AGILITY ACCEPTS NO RESPONSIBILITY FOR WARRANTIES FROM QUALIFIED THIRD PARTIES THAT ARE INCLUDED AS PART OF A SALE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE SALE AGREEMENT. THE PURCHASER UNDERTAKES TO DEFEND AND HOLD AGILITY HARMLESS FROM ANY AND ALL DEMANDS, SUITS, ACTIONS OR CLAIMS OF WHATSOEVER NATURE ARISING FROM OR OUT OF VIOLATION OF THIS KEY CONDITION.
- 1. DEFINITIONS AND INTERPRETATION
1.1 The definitions and rules of interpretation apply in these Terms and Conditions.
1.2 AGILITY reserves the right to modify these Terms and Conditions of Sale at any time and any such modification shall become part of these Terms and Conditions of Sale. By participating in a sale, the Purchaser agrees to be bound by these Terms and Conditions of Sale.
1.3 A reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it. The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to and governed by English Law and the exclusive jurisdiction of the courts of England and Wales will apply.
1.4 These definitions and rules of interpretation shall have the following meanings and apply in these conditions to sales and repair activity.
Acceptance means the Purchaser is deemed to have accepted these Terms and Conditions by issuing an Order to AGILITY and the Purchaser will be bound by any additional terms required by AGILITY on the order acknowledgment. Furthermore, AGILITY will not be bound by any conditions on the Order which are in conflict with these Terms and Conditions of Sale unless such deviations have been expressly agreed in writing and signed by a duly authorised officer of AGILITY; further explained in Clause 2 below.
Administrative Charge means a fee assessed on a purchase for the time and expense of processing the purchase. The charge will include costs for:
- The preparation and submission of export licences,
- Processing credit card information online.
- Freight charges, where required.
- Insurance, where required.
Authorised Person means the Purchaser’s nominated person who is legally capable of placing an order and of entering into a binding contract.
BIS means the United Kingdom Department for Business, Innovation and Skills.
Business days shall mean any day other than Saturday, Sunday or legal holiday of the United Kingdom on which legal business can be conducted.
Company shall mean AGILITY Project Logistics Limited, a company registered in England and Wales under company number 03421165 and whose registered office address is at Unit 6 North, Radius Park, Faggs Road, Feltham, Middlesex, TW14 0NG (“AGILITY”). And the terms Company or AGILITY shall be interchangeable and have the same meaning.
Conditions of Sale shall mean the clauses set out in these Conditions of Sale and any amendments thereto issued from time to time or which have been expressly agreed in writing and signed by a duly authorised officer of AGILITY.
Contract shall mean the Purchaser’s written instruction in the form of a Purchase Order issued to AGILITY for the supply of the Goods and/or performance of Work as set out in the Contract Documents incorporating these Conditions and which may include any special conditions or endorsements that are agreed between the Parties. For auctions, by placing a bid a contract is formed between AGILITY and the Purchaser for the sale and purchase of the Goods, incorporating these conditions.
Contract Documents shall mean and include AGILITY Quotation, these Conditions of Sale, the Customers Order and the Order Acknowledgment.
Contract Price shall mean the Grand Total shown on the Quotation that will include the agreed charges for the supply of the Goods or services and all other related cost to be paid by the Purchaser.
Controlled exports shall mean a controlled item or material that will be subject to ITAR/EAR (see below) restriction and export licence application and approval by the UK Export Control Organisation (ECO), before being exported.
Credit Limit shall mean the maximum amount of credit that AGILITY may extend to the Purchaser from time to time.
Date Relevant dates will be shown in the European convention: day/month/year.
Days will be shown as business days unless shown otherwise.
Delivery Terms Unless otherwise agreed and shown on the Quotation, delivery terms to the Purchaser will be Ex‐Works (EXW), Agility Disposals, Froghall Site, Froghall Road, Stoke on Trent, ST10 2HA, United Kingdom. See Clause 4 below.
Delivery Point Where the Purchaser opts for Delivery Terms other than EXW; the Delivery Point will be the place where delivery of the Goods is to take place under Clause 4 below and as indicated by the Purchaser in the Order Acknowledgement. Carriage charges will be paid by the Purchaser.
Description Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt by issuing a Purchase Order to AGILITY the Purchaser affirms that it does not in any way rely on any description when entering into the contract.
EAR shall mean the United States Export Administration Regulations.
End-User Undertaking shall mean a declaration for export control purposes signed by the Purchaser to guard against the risk of exports being diverted or re‐exported to ‘undesirable’ end‐users.
Force Majeure shall have the meaning as set out in Clause 12.
Goods means those raw materials, services or finished Goods defined and agreed in the Contract to be provided by AGILITY to the Purchaser (including any part or parts of them).
Headings are for convenience only and shall not affect the interpretation of these Terms and Conditions or purported to be included in the Purchaser’s order.
INCOTERMS The current version and application codes for delivery and transport charges/fees as shown on the International Chamber of Commerce website will be used on the Contract Documents.
ITAR shall mean the United States International Traffic in Arms Regulations.
Language This Contract, data, notices, shipping invoices, correspondence and other communications in writing shall be written in the English language. In the event of any inconsistency between any terms of this Contract and any translation thereof into another language, the English language meaning as defined in the Oxford dictionary shall have primacy.
Law the Contract and all matters pertaining thereto shall be governed by the laws of England and Wales and the Supplier agrees to submit to the exclusive jurisdiction of the English Courts.
Liability means all liability of whatsoever nature including but without implying limitation whether by reason or in consequence of any breach of contract or of statutory duty or tortious or negligent act or omission and the words “liable” and “liability” shall be construed accordingly.
Limit of liability See Clause 10 of these Conditions.
Notices shall mean any notice or communication given under or pursuant to the Contract that may be sent by hand or by post or by registered post or by recorded delivery service or transmitted by telex, facsimile transmission or other means of telecommunication resulting in the receipt of a written communication in permanent form and if so sent or transmitted to the address of the party shown on the Order, or to such other address as the party may give by notice to the other have substituted therefore, shall be deemed effectively given on the day when in the ordinary course of the means of transmission it would first be received by the addressee in normal business hours. A scanned copy of the notice issued and signed by an authorised representative of the Parties and transmitted as an attachment to emails between the Parties, shall be deemed for all purposes to be an original and admissible in any legal proceeding.
Order Acknowledgement means AGILITY’s written form of acknowledgement of the Purchase Order and transmitted to the Purchaser or to such other address substituted therefore as the Purchaser may give by notice to AGILITY.
Parties means AGILITY and the Purchaser.
Purchaser means the person, firm, legal entity, partnership or company who purchases the Goods from AGILITY, is shown on the Purchase Order and who upon conclusion of a legal transaction, acts for and within its commercial or individual professional duties on behalf of a business.
Purchaser’s Agents means the Purchaser’s agents, couriers, servants, consultants and advisers.
Purchase Order A document generated by the Purchaser that sets forth the descriptions, quantities, prices, discounts, payment terms, date of performance or shipment, other associated terms and conditions agreed with AGILITY and authorises a purchase transaction for AGILITY to supply the Goods and/or Services. When accepted and acknowledged by AGILITY it establishes a contract that is binding on both parties.
Quotation shall be a communication provided by AGILITY showing price, costs and terms for providing the Goods and services and are not binding until a Purchase Order has been issued by the Purchaser and acknowledged (accepted) by AGILITY. This may also be referred to as a Quote or a Proposal. Quotations provided by AGILITY are subject to:
- Errors and Omissions Excepted (E&OE)
- Subject to Contract (STC)
- Subject to Prior Sale (STPS)
Repair means any repair, overhaul, inspection, and/or testing arranged by AGILITY to meet the Purchaser’s requirements.
Services means those services defined and agreed in the Contract to be provided by AGILITY to the Purchaser.
Third Party means any individual, entity or corporation other than AGILITY and the Purchaser.
Work or Works means the activities associated with the supply of Goods or services by AGILITY as described and set out in the Contract and which may include design, manufacture or assembly.
- FORMATION OF CONTRACT
2.1 All quotations are made and all orders are accepted by AGILITY subject to these Conditions of Sale. The Purchaser’s instruction to proceed with the supply of Products and/or Work and acceptance of an order by AGILITY shall constitute agreement to these Conditions of Sale without recourse to other conditions or contractual terms purported to apply.
2.2 No modified or other conditions will be applicable unless they are expressly agreed in writing and signed by an authorised officer of AGILITY. Failure of AGILITY to object to any conditions or contractual terms contained in any order or other communication from the Purchaser shall neither be construed as a waiver of the applicability of these Conditions of Sale nor an acceptance of such other conditions or contractual terms.
2.3 Quotations are provided in good faith and on the basis that no Contract shall come into existence until AGILITY acknowledges the Purchaser’s order, see Clause 2.1 above. A Quotation is capable of acceptance only by the Purchaser within the validity period stated therein or, when no period is so stated, within ninety (90) days after its date of issue. Any quotation is valid provided that AGILITY has not previously withdrawn or extended it.
2.4 To enable AGILITY to issue an Order Acknowledgement and to proceed with the Order, any Quotation accepted from the Purchaser in the form of an Order is to be on the basis that the instructions contained therein are clear and unambiguous and any specific requirements are complete.
2.5 Quotations are subject to change by AGILITY at any time before notice and acceptance by the Purchaser.
2.6 Customer Owned Goods. AGILITY holds Goods for Owners on a consignment basis and it is a condition of the agreements between AGILITY and these Owners, that full payment is received in cleared funds has been made and received by AGILITY in advance before release of the Goods. The Owner of these Goods has imposed a reserved right to withdraw, recall or sell the Goods under his own Terms and Conditions at any time up to the point of despatch to the Purchaser. AGILITY has no control over any such recalls.
3.1 The quantity, material condition and description of the Goods will be as set out in AGILITY’s quotation.
3.2 All samples, drawings, descriptive matter, specifications and advertising issued by AGILITY and any descriptions or illustrations contained in AGILITY’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.
- DELIVERY AND ACCEPTANCE
4.1 Unless otherwise agreed and shown on the Quotation, delivery terms to the Purchaser are Ex‐Works at AGILITY’s place of business located at Agility Disposals, Froghall Site, Froghall Road, Stoke on Trent, ST10 2HA, United Kingdom.
4.1.1 Where the Purchaser requires delivery to be made using their own carrier and account number, the delivery shall be deemed to have taken place on collection by the carrier or agent. The Purchaser shall be responsible for Goods lost or damaged in transit and shall ensure adequate insurance cover is arranged or has opted not to insure.
4.2 The Purchaser shall take delivery within 5 days of AGILITY giving notice that the Goods are ready for collection by their Agent. If the Goods have not been collected within the 5‐day period, AGILITY will impose on him an obligation to take delivery under the Torts (Interference with Goods) Act 1977 Section 12 Schedule 1 Part 1 and Schedule 2.
4.3 Dates specified by AGILITY on the Quotation for the availability and delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
4.4 Subject to the other provisions of these Conditions AGILITY shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by AGILITY’s negligence), nor shall any delay entitle the Purchaser to terminate or rescind the Contract unless such delay exceeds 180 days.
4.5 AGILITY will not be liable if the Purchaser fails to accept delivery of any of the Goods when they are ready for delivery, or AGILITY is unable to deliver the Goods on time because the Purchaser has not provided appropriate instructions, documents, licences or authorisations. On these occasions:
4.5.1 Risk in the Goods shall pass to the Purchaser (including for loss or damage caused by AGILITY’s negligence) at the time of sale or immediately upon a sale agreement;
4.5.2 AGILITY may store the Goods until delivery, whereupon the Purchaser shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
4.6 The Purchaser shall provide at the Delivery Point and at its own expense adequate and appropriate equipment and manual labour for off‐loading the Goods.
4.7 If AGILITY delivers to the Purchaser a quantity of Goods of up to 10% more or less than the quantity accepted by AGILITY on the order, the Purchaser shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or short fall and shall pay for such Goods at the pro rata Contract rate.
4.8 AGILITY may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
4.9 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Purchaser to repudiate or cancel any other Contract or instalment.
4.10 The price shown on the Quotation includes free packing, handling and packaging materials. Goods will be packed to Commercial or Trade Pack standard and over packed for transit, where appropriate. Any special packaging requirements of the Customer will be charged at cost. The Purchaser should state their preferred method of delivery and provide the name of their nominated carrier and account number which they require the Goods to be shipped on. If the Purchaser requires Goods to be shipped on AGILITY’s freight account, there will be an additional charge to the Sales Invoice noted as ‘Freight Charge’.
4.10.1 AGILITY will accept no liability for damages in transit or short shipments where the Goods have been collected and transported by the Purchaser’s nominated carrier or on AGILITY’s Carrier account. Such instances should be reported immediately to the Carrier.
4.10.2 Where the Purchaser’s nominated carrier is unable to fulfil its obligations and AGILITY incurs costs transporting Goods on the Purchaser’s behalf, AGILITY shall invoice the Purchaser for reimbursement.
4.11.1 The Purchaser shall be deemed to have accepted the Goods if they have not been rejected on or before the 7th calendar day after collection by their Agent The Purchaser shall not be entitled to reject the Goods in whole or in part after such date and full payment shall be required.
4.11.2 Should the Goods fail the Purchaser’s inspection within the 7 days, then a Notification of Quarantine (Returned Material Authority (RMA)) should be requested from AGILITY. Due recognition by the Purchaser is to be made of Clause 11.7 below.
4.11.3 No Goods are to be returned for credit or refund to AGILITY without prior written consent from AGILITY’s Head of QHSE (Quality Health Safety & Environment).
4.11.4 Exchanges and Returns must be returned in the original outer and inner packing. The original Copy of the Invoice or Pick List for Goods should be packed with the returned Goods. The RMA number is to be shown on the documents and on the exterior of the packing.
4.11.5 On a case by case basis where AGILITY supplies an incorrect item or damaged item, freight charges incurred by the Purchaser may be reimbursed through the issue of a credit note for use on subsequent orders. Claims for Goods damaged in transit by the Purchaser’s carrier will not be accepted.
4.11.6 Title to the Goods does not transfer until payment has been received in full and cleared and subject to Clause 9 below.
4.11.7 In the case of Auctions, the Purchaser’s placement of a bid for purchase of the Goods constitutes acceptance of the said Goods ‘as is’, ‘where is’ and Ex-works. BY PURCHASING RESIDUAL ASSETS THE PURCHASER ACKNOWLEDGES AND AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RESIDUAL ASSETS OFFERED IN THESE SALES ARE PROVIDED ‘AS IS, WHERE LYING’ WITHOUT AGILITY PROVIDING WARRANTIES, CONDITIONS, REPRESENTATIONS OR GUARANTIES OF ANY KIND, EITHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL ADVICE GIVEN BY AN AGILITY AUTHORISED REPRESENTATIVE SHALL CREATE A WARRANTY OUTSIDE WHAT IS PROVIDED HEREIN. AGILITY ACCEPTS NO RESPONSIBILITY FOR WARRANTIES FROM QUALIFIED THIRD PARTIES THAT ARE INCLUDED AS PART OF A SALE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE SALE AGREEMENT. THE PURCHASER UNDERTAKES TO DEFEND AND HOLD AGILITY HARMLESS FROM ANY AND ALL DEMANDS, SUITS, ACTIONS OR CLAIMS OF WHATSOEVER NATURE ARISING FROM OR OUT OF VIOLATION OF THIS KEY CONDITION.
4.11.8 Failure to comply with the Conditions above will result in denial or refund or a 15% restocking fee may be incurred.
4.12.1 No order which has been accepted by AGILITY may be cancelled by the Purchaser except with AGILITY’s agreement and confirmed in writing and on such terms that the Purchaser shall indemnify AGILITY in full against all loss (including loss of profit), cost, (including the cost of all labour and materials used), damages, charges and expenses incurred by AGILITY as a result of cancellation
4.12.2 No order which has been accepted by AGILITY may be cancelled if the Goods have been despatched or notification that they are ready for collection has been issued.
4.12.3 For auctions, AGILITY reserves the right to withdraw any or part of the Goods at any time prior to the completion of a sale. The Purchaser will be advised accordingly and at the absolute discretion of AGILITY, a revised bid may be submitted.
5.1 The price for the Goods shall be the price set out in the quotation, unless otherwise agreed by AGILITY in writing. The Contract Price, unless otherwise expressly stated, will be net, Ex‐Works and exclusive of VAT and does not include other administrative charges; such charges will be shown on the Quotation text notes or advised separately.
5.2 The price for the Goods shown on AGILITY quotation shall be exclusive of any local or governmental taxes and all such costs or charges in relation to specialist packaging, loading, unloading, carriage and insurance, unless agreed in writing. Such charges will be shown on the quotation and the Purchaser shall pay these in addition when it is due to pay for the Goods.
5.3 The Purchaser shall pay to AGILITY any VAT in accordance with UK regulations arising from the supply of the Goods or Services. The Purchaser shall supply such documentation as required within the necessary time limits to ensure compliance with VAT and Customs regulations. AGILITY reserves the right to charge additional costs and VAT where this documentation or information is not provided or /and the nature of the transaction has changed.
6.1 The quantity recorded by AGILITY on despatch from AGILITY’s place of business shall be conclusive evidence of the quantity received by the Purchaser on delivery, unless the Purchaser can provide conclusive evidence to the contrary.
6.2 AGILITY shall not be liable for any non‐delivery of Goods (even if caused by AGILITY’s negligence) unless the Purchaser gives written notice to AGILITY of the non‐delivery within 7‐calander days of the date when the Goods would in the ordinary course of events have been received.
6.3 Any liability accepted by AGILITY for non‐delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods. Liability specifically excludes consequential loss, special damages or other indirect loss, however arising.
6.4 AGILITY shall not be liable for any delay in delivery caused by the unavailability of the Purchaser at the delivery address or suspension or cancellation of transport services beyond the control of AGILITY or the performance of the Purchaser’s designated carrier.
7.1 Payment of the price for the Goods is due in the currency specified on the invoice and is to be made to AGILITY bank account shown on the invoice or advised on a case‐by‐case basis. The exchange rate to be applied will be on the date the invoice is raised. Unless agreed in writing, payment by overseas (i.e., non‐UK based) customers is to be by wire transfer or credit card and will be subject to an administrative charge.
7.2 Unless credit terms have been negotiated and agreed in writing with AGILITY, payment shall be made in advance of despatch of the Goods (Proforma invoice).
7.3 At the sole discretion of AGILITY and subject to satisfactory credit vetting of the Purchaser, credit terms may be offered. Where credit is offered, payment terms of the price and VAT and any other applicable costs shall be due within 30‐days of the date of the invoice supplied by AGILITY, unless otherwise agreed in writing.
7.4 No payment shall be deemed to have been received by AGILITY until funds have been received by AGILITY and cleared.
7.5 All payments payable to AGILITY under the Contract shall become due immediately on its termination despite any other provision.
7.6 The Purchaser shall make payments in full due under the Contract without any deduction by way of set‐off, counterclaim, discount, and abatement or otherwise unless the Purchaser has a valid court order requiring an amount equal to such deduction to be paid by AGILITY to the Purchaser.
7.7 If the Purchaser fails to pay AGILITY any sum due in the performance of the Contract, the Purchaser shall be liable to pay all debt collection costs and interest charges accrued. Interest will be charged at the annual rate of 4% above the base lending rate published by the Bank of England , accruing on a daily basis until payment is made, whether before or after any judgment. AGILITY reserves the right to claim interest under the UK Late Payment of Commercial Debts (Interest) Act 1998.
7.8 Purchases made through the United Kingdom require payment by BACS or company cheque from companies within the UK, and Wire Transfer for companies outside the UK. All payments must be received in GB Pounds Sterling. Banking fees and exchange differences are at the Purchaser’s expense. Cash payments are not accepted.
7.9 VAT at the current rate will be added to the purchase price. Purchasers who are located outside of the EU and EU Purchasers that buy from outside their country of registration and who include their VAT number at the time of registration will not be charged VAT.
7.10 To prove indemnity from VAT charges and to fulfil requirements with the UK Customs and Excise Authority, AGILITY requires a copy of the airway bill or bill of lading to be provided after export.
7.11 If proof of export is not provided VAT at the prevailing rate will be charged and an additional invoice will be raised to recover this amount.
7.12 If the Purchaser fails to pay the full purchase price within the time specified, AGILITY with notice, may at its absolute discretion resell items that are not paid for. The Purchaser will be invoiced with 25% of the outstanding purchase price (or minimum 100 GBP) as liquidated damages for breach of contract. Furthermore AGILITY may at its absolute discretion suspend the Purchaser from further activities on the website. In such cases the Purchaser will be notified.
7.13 A sale is considered completed when the items have been paid for in full AND when the property has been collected by the Purchaser or Purchaser’s representative.
7.14 Property, which is still in storage and for which arrangements for continued storage or removal by the Purchaser have not been made, will not be considered a completed sale.
7.15 Property stored beyond the removal deadline will be charged at the rate advised in the section ‘Removal of the Goods’.
7.16 Title in the Goods will transfer to the Purchaser only upon payment for and collection of the property.
7.17 Risk in the Goods will transfer to the Purchaser only upon full payment.
7.18 Taxes. The Purchaser shall be liable for all taxes arising from the purchase of items from AGILITY.
8.1 The Goods are at the risk of the Purchaser from the time of sale.
8.2 Ownership of the Goods shall not pass to the Purchaser until AGILITY has received in full (in cash or cleared funds) all sums due to it in respect of:
8.2.1 the Goods; and
8.2.2 all other sums which are or which become due to AGILITY from the Purchaser on any account.
8.3 Until ownership of the Goods has passed to the Purchaser, the Purchaser shall:
8.3.1 hold the Goods on a fiduciary basis as AGILITY’s bailee;
8.3.2 store the Goods (at no cost to AGILITY) separately from all other goods of the Purchaser or any third party in such a way that they remain readily identifiable as AGILITY’s property; or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Purchaser or notice of intention to appoint an administrator is given by the Purchaser or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding‐up of the Purchaser or for the granting of an administration order in respect of the Purchaser, or any proceedings are commenced relating to the insolvency or possible insolvency of the Purchaser; or
8.3.3 the Purchaser suffers or allows any execution or lien, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between AGILITY and the Purchaser, or is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or the Purchaser ceases to trade; or
8.3.4 the Purchaser encumbers or in any way charges any of the Goods.
8.4 AGILITY shall be entitled to recover payment for the Goods not withstanding that ownership of the Goods has not passed from AGILITY.
8.5 The Purchaser grants AGILITY, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, to recover them where the Purchaser’s right to possession has terminated.
8.6 Where AGILITY is unable to determine that the right to possession has terminated, the Purchaser shall be deemed to have sold all goods of the kind sold by AGILITY to the Purchaser in the order in which they were invoiced to the Purchaser.
8.7 On termination of the Contract, howsoever caused, AGILITY’s (but not the Purchaser’s) rights contained in this Clause 8 shall remain in effect.
9.1 AGILITY may assign the Contract or any part of it to any person, firm or company.
9.2 The Purchaser shall not be entitled to assign the Contract or any part of it without the prior written consent of AGILITY.
- LIMITATION OF LIABILITY
10.1 Subject to Clause 4, Clause 5 and Clause 9 above, the following provisions set out the entire financial liability of AGILITY (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Purchaser in respect of:
10.1.1 any breach of these conditions;
10.1.2 any use made or resale by the Purchaser of any of the Goods, or of any product incorporating any of the Goods; and
10.1.3 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by Section 12 of the Sale of Goods Act (1979)) are, to the fullest extent permitted by law, excluded from the Contract. Goods offered as auction lots are not subject to the Consumer Protection (Distance Selling) Regulations 2000, as amended.
10.3 Nothing in these conditions excludes or limits the liability of AGILITY for:
10.3.1 death or personal injury caused by AGILITY’s negligence; or
10.3.2 any matter which it would be illegal for AGILITY to exclude or attempt to exclude its liability; or
10.3.3 for fraud or fraudulent misrepresentation.
10.4 Subject to Clause 10.2 and Clause 10.3 above:
10.4.1 AGILITY’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract value detailed in the Quotation, and;
10.4.2 AGILITY shall not be liable to the Purchaser for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever and howsoever caused which arise out of, or in connection, with the Contract.
10.5 Neither AGILITY nor their staff shall be liable to the Purchaser for any claims for damages, losses, costs, penalties, expenses, legal fees, or for any other liabilities of any nature whether: Arising in contract, tort, or otherwise howsoever caused including without limitation any claims resulting from damage to property caused in whole or in part, directly or indirectly, by the Purchaser, its representatives, agents or any third parties arising out of or in connection with the condition, use, operation, transportation, maintenance, possession, rental or sale of the Goods to a third party, negligence, breach of warranty conditions, delay, interruption of business, stoppages of work, failure to warn, operational deficiencies or failures, breakdowns, strikes, acts of God, unavailability of the Goods, or any cause whether avoidable or otherwise (collectively known as “specified claims”).
10.6 The Purchaser shall indemnify, defend, and hold the directors, officers, employees, agents and subcontractors of AGILITY, harmless from and against any and all specified claims.
11.1 Where AGILITY is not the manufacturer of the Goods, AGILITY shall endeavour to transfer to the Purchaser the benefit of any warranty or guarantee given to AGILITY.
However, BY PURCHASING RESIDUAL ASSETS THE PURCHASER ACKNOWLEDGES AND AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RESIDUAL ASSETS OFFERED IN THESE SALES ARE PROVIDED ‘AS IS, WHERE LYING’ WITHOUT AGILITY PROVIDING WARRANTIES, CONDITIONS, REPRESENTATIONS OR GUARANTIES OF ANY KIND, EITHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL ADVICE GIVEN BY AN AGILITY AUTHORISED REPRESENTATIVE SHALL CREATE A WARRANTY OUTSIDE WHAT IS PROVIDED HEREIN. AGILITY ACCEPTS NO RESPONSIBILITY FOR WARRANTIES FROM QUALIFIED THIRD PARTIES THAT ARE INCLUDED AS PART OF A SALE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE SALE AGREEMENT. THE PURCHASER UNDERTAKES TO DEFEND AND HOLD AGILITY HARMLESS FROM ANY AND ALL DEMANDS, SUITS, ACTIONS OR CLAIMS OF WHATSOEVER NATURE ARISING FROM OR OUT OF VIOLATION OF THIS KEY CONDITION.
11.2 AGILITY warrants that subject to the other provisions of these conditions upon delivery, the Goods shallbe of satisfactory quality within the meaning of the UK Sale of Goods Act 1979. Any additional third party guaranteed warranty terms or conditions will be stated on AGILITY quotation.
11.3 AGILITY shall not be liable for a breach of warranty or Clause 11.2 above if and without limitation:
11.3.1 In respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, the Purchaser failed to follow AGILITY’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods.
11.3.2 the Purchaser failed to follow AGILITY’s or other applicable speciﬁcations and instructions as to storage, shelf‐life, installation, commissioning use or maintenance, misuse or alteration or repair of the Goods without written approval;
11.3.3 the Purchaser makes any further use of the Goods after giving such notice.
11.3.4 the Purchaser modifies or repairs the Goods.
11.3.5 in respect of any defect in the Goods arising from any drawing, design or speciﬁcation supplied by Purchaser;
11.3.6 the total price for the Goods has not been paid by the due date for payment.
11.4 The Purchaser shall give written notice of the defect to AGILITY in accordance with Clause 4.11 above if the Goods do not conform the warranty terms, AGILITY shall at its option repair or replace such Goods or the defective part or refund the price of such Goods at the pro rata Contract rate. The Purchaser shall return the Goods or the defective part to AGILITY.
11.5 If AGILITY complies with Clause 11.4 it shall have no further liability for a breach of a warranty or the Purchaser has not complied with Clause 11.3 in respect of such Goods. Any Goods replaced shall belong to AGILITY
11.6 Any repaired or replacement Goods shall be guaranteed on these terms for the unexpired portion of the warranty period.
11.7 In the case of any pre‐owned, used, second‐hand, overhauled or reconditioned Goods supplied from stock or brokerage, the Purchaser shall be entitled to the beneﬁts of such assignable warranties or guarantees (if any) as have been given to AGILITY. AGILITY shall be under no liability at any time in respect of any defect in such Goods. All sizes, dimensions, capacities and all other information supplied given or quoted by AGILITY in relation to such Goods are not warranted correct by AGILITY and should be veriﬁed by the Purchaser. The Purchaser is reminded that AGILITY is neither the manufacturer of the Goods nor an agent of the manufacturer and that the only warranty, if any, with respect to the Goods, is vested with the manufacturer.
- FORCE MAJEURE
12.1 AGILITY reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Purchaser (without liability to the Purchaser) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of AGILITY including and without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock‐outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
12.2 If the Force Majeure event continues for a continuous period in excess of 180 days, the Contract may be cancelled in writing by mutual consent by and between the Parties.
- EXPORT CONTROL
13.1 Where the Goods to be supplied are for export from the United Kingdom, or for export, re-export, transfer or re-transfer under any applicable export control or sanctions laws regulations of any other jurisdiction, the provisions of this Clause 13 shall (subject to any special terms agreed in writing between AGILITY and Purchaser) apply, notwithstanding any other provision of these conditions.
13.2 The Purchaser shall be responsible for complying with any legislation or regulations covering the import of the Goods into the country of destination and for the payment of any duties. The Purchaser is responsible at their own expense for the application for licence or consents required by any government or other authority and provide evidence to AGILITY on demand. Failure to do so shall not entitle the Purchaser to withhold or delay payment. Any additional expenses or charges incurred by AGILITY from such failure shall be recoverable from the Purchaser.
13.3 Where an export or other licence is required, AGILITY will make arrangements to apply for the requisite licence authorising export, re-export, transfer or re-transfer of the Goods and any related goods, services, technology, software and technical data to be conveyed under the Contract. The Purchaser shall provide such accurate and complete information as may be requested by AGILITY in reasonable time to enable this to be obtained prior to delivery. Goods will not be released to the Purchaser until all mandatory export requirements have been met and supporting documents have been provided to the satisfaction of AGILITY. The charges to be applied will be shown on AGILITY quotation. AGILITY shall have no obligation to apply for a licence if AGILITY determines that any requisite licence cannot be obtained or will not be granted by the applicable authority, nor shall AGILITY have any obligation to complete the sale or deliver Goods if a licence application is denied or delayed.
13.4 Legal Notice. The Purchaser is required to comply fully with all laws and regulations concerning the purchase and sale of products. The Purchaser is required to comply with the International Traffic in Arms Regulations (ITAR) and Export Administration Regulations (EAR) and any applicable laws and regulations of any other applicable jurisdiction in connection with goods, services, technology, software and technical data subject thereto. The purchaser is required to affirm that the Goods and any related goods, services, technology, software and technical data to be conveyed under the Contract are not or may be intended, in their entirety or in part, for use in connection with the development, production, handling, operation, maintenance, storage, detection, identification or dissemination of chemical, biological, radiological or nuclear weapons, or other nuclear explosive devices or the development, production, maintenance or storage of missiles capable of delivering such weapons. An End-User Undertaking will be required to be completed by the Purchaser. AGILITY reserves the right to require more than one End-Use Undertaking if the transaction is subject to the export control or sanctions laws of more than one jurisdiction.
13.5 The Purchaser undertakes to implement all necessary security measures to prevent the transfer or diversion by any means whatsoever, of the Goods, services or information provided by AGILITY and identified as being subject to the applicable laws and regulations on export control to any person not authorised to access such Goods, services and information, by dispensation or by an export or import licence granted by the competent government authorities.
13.6 Should it fail to meet its export control obligations, the Purchaser will be bound to compensate for any damage caused to AGILITY in connection with the performance of this Agreement and/or the Order or the use or operation of all or part of the Supply. Furthermore, the Purchaser undertakes to take charge of the defence of AGILITY and/or its suppliers in the event of any action or legal proceedings taken by competent authorities relating to export control as well as all consequences, including fees, expenses and damages that may be incurred by them.
13.7 Unless otherwise agreed in writing between the Purchaser and Company, the goods shall be delivered ex-works and AGILITY shall be under no obligation to give the Purchaser notice under section 32(3) of the Sale of Goods Act 1979.
13.8 AGILITY does not sell Goods to countries, individuals or entities subject to United Kingdom, United States of America or United Nation sanctions, embargoes, trade controls or other restrictions, or to any Purchaser who intends to export or re-sell to such countries, individuals or entities, except in accordance with all applicable laws and regulations. An End-User Undertaking will be required to be completed by the Purchaser. AGILITY reserves the right to require more than one End-Use Undertaking if the transaction is subject to the export control or sanctions laws of more than one jurisdiction.
14.1 Each right or remedy of AGILITY under the Contract is without prejudice to any other right or remedy of AGILITY whether under the Contract or not.
14.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, enforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
14.3 Failure or delay by AGILITY in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
14.4 Any waiver by AGILITY of any breach of, or any default under, any provision of the Contract by the Purchaser shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
14.5 The Parties to the Contract do not intend that any condition of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
14.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
- SPECIFIC CONDITIONS FOR AUCTIONS
15.1 These conditions are provided in addition to the Standard Terms and Conditions and relate to the conduct of auctions. They are designed to augment the Standard Terms and Conditions, which already provide some reference to Auctions. To the extent these Auction terms conflict with the Standard Terms & Conditions, these Auction Terms control.
15.2 If you violate these Auction Terms or, in the sole discretion of AGILITY suspects you intend to violate these Auction Terms, AGILITY may terminate your use of the auction site, bar you from future use of the site, cancel your order, terminate or refuse to allow your participation in any Auction, or take appropriate legal action against you. An order or bid may be rejected, cancelled or disqualified, or may otherwise not be accepted, if AGILITY determines in AGILITY’s sole discretion that AGILITY has not received sufficient approval, authorisation or verification of a bidder’s credentials or that a bidder has not complied with these Auction Terms, AGILITY’s other agreements or policies, or any other auction rules. Such a rejection, cancellation or disqualification may occur either during an Auction or after the closing of an Auction. Consequently, if your bid is disqualified you will not be successful through an Auction even if your bid is high enough to have won.
15.3 AGILITY cannot guarantee that its system for placing, receiving, collecting and tabulating bids over the Internet will be available without interruption, free from errors or other defects. AGILITY will not be liable with respect to any claim or allegation that a prospective Purchaser’s bid was not received, properly or effectively processed, or accepted due to technical errors or problems with the auction.
15.4 Sealed Bid Sales. Unless otherwise stated, sealed bids have to be sent electronically via the AGILITY Website. AGILITY accepts no liability for bids regardless of origin that are either not received, illegible, not accepted or not processed due to technical difficulties.
Sealed bids will only be accepted if received prior to the closing date and time for the specific Lot tendered, and once submitted may not be cancelled, withdrawn or amended, but may be increased. Agility reserves the right to accept and receive untimely bids at its sole discretion.
15.5 Bid Retractions. No adjustment will be made to the winning bid due to any error in the bidding process, or any other discrepancy regarding description, condition, quantity, estimated weight or other factors that may influence the final bid price of a Lot. You understand and acknowledge that you cannot revoke or otherwise cancel any bid that you make, but you may use the re-bid function to increase your bid.
15.6 Lot(s) included are to be sold on a competitive basis and on an “As seen and as and where lying” basis. AGILITY does not give any warranty, written or implied as to the condition or reliability of any of the lots offered. Prospective purchasers should satisfy themselves as to the condition of each item offered. The goods are offered with all faults, imperfections and with all error or mis-statements of description, measurement, weight, quantity, quality, number or otherwise (whether of a substantial nature or not). Statements made orally or printed are merely matters of opinion, not fact, and therefore the Purchaser shall have no claim against AGILITY or return the goods in respect of any such faults, errors or mis-statements.
15.7 Application of Terms
15.7.1 Subject to any variation under Clause 15.7.3 below, the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Purchaser purports to apply under any purchase order, confirmation of order, specification or other document).
15.7.2 No terms or conditions endorsed on, delivered with or contained in the Purchaser’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
15.7.3 These conditions apply to all the AGILITY sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a Director of AGILITY.
15.7.4 The Purchaser acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of AGILITY which is not set out in the contract. Nothing in this Clause shall exclude or limit AGILITY’s liability for fraudulent misrepresentation.
15.7.5 The Purchaser shall ensure that the terms of its order and any applicable specifications are complete and accurate.
15.7.6 The Purchaser hereby warrants and represents that they are legally able to enter into and form a binding contract by the placing of a bid. When you offer a bid, you are agreeing to purchase the item at that price if you remain the highest bidder.
15.7.7 The Purchaser acknowledges and agrees that all decisions by AGILITY with respect to determining auction winners shall be final and binding.
15.8 Product Information
15.8.1 Information provided by AGILITY is not guaranteed and should not be considered as a substitute for the prospective Purchaser’s due diligence in physically inspecting the Goods. The exact condition of the goods for sale is not known to AGILITY and prospective Purchasers should therefore note that the information and descriptions listed in advertising material for specific sales are merely for the general identification of the goods and do not represent any characteristics in terms of lawful purchasing. AGILITY accepts no responsibility nor makes any warranties regarding the contents of a sale. Information in the Lot and Items descriptions are provided to assist prospective Purchasers, but the accuracy of this information is not guaranteed. It remains the prospective Purchaser’s responsibility to verify the information provided, including but not limited to item description, condition, quantity, estimated weight or other factors that determine the bid price.
15.8.2 The Purchaser shall be responsible for adherence to safety, licensing and environmental protection requirements as well as for applying for operating permits and export licences, as appropriate.
15.8.3 Where AGILITY provides the Purchaser with a translation of information and descriptions, AGILITY herewith excludes any and all liability for or in connection with the accuracy or completeness of the translation.
15.8.4 Prospective Purchasers are advised that aircraft components offered in these sales may not currently be certified by the relevant regulatory authorities for use on civil registered aircraft. The Purchaser of such components gives an undertaking to AGILITY by pressing the “Submit bid” and “Confirm bid” button or providing in writing that these parts will not be offered for onward sale or sold for use on civil registered aircraft unless appropriate certification is obtained from the relevant regulatory authorities, neither shall they be installed on a civil registered aircraft except by a properly certified technician. The successful bidder undertakes to defend and hold AGILITY harmless from any and all demands, suits, actions or claims of whatsoever nature arising from or out of violation of this Advisory.
15.8.5 Occasionally, AGILITY may offer safety equipment for sale. Purchasers are hereby advised that such equipment may not be free from defect, and may not have current certification in place to be used for the purpose for which it was originally intended. The Purchaser certifies that he/she will obtain any necessary repairs or re-certification needed before putting such safety equipment into use, or before re-selling the equipment as useable.
15.8.6 Purchasers of electrical and electronic equipment give an undertaking to AGILITY by pressing the “Submit bid” and “Confirm bid” button, or providing in writing, that such equipment has not been tested by AGILITY or other sources and should not be used without testing to ensure that it can be safely used, unless specifically stated otherwise. If the Purchaser is not a trader in electrical and/or electronic equipment or is not qualified to test equipment for safe use, then the Purchaser must not purchase these items.
15.9 Hazardous Goods
15.9.1 AGILITY will make every effort to disclose known hazards to potential Purchasers. The Purchaser acknowledges, however, that some goods may contain residual chemicals, friable asbestos, petroleum products, ozone depleting substances or other hazards. Furthermore, some items may have design features that constitute a hazard if warning notices are not heeded. AGILITY can accept no liability or responsibility for providing documentation or certification relating to the identification or status of such hazards.
15.9.2 The Purchaser hereby agrees to defend, indemnify and hold AGILITY harmless from and against any and all damages, costs, claims or liability, including legal fees, for any injuries to persons or property of any type whatsoever, occurring during or resulting from the sale, removal, use or operation of the purchased Goods.
15.10.1 The quantity and description of the Goods shall be as set out in the Lot Information on the auction website.
15.10.2 All samples, drawings, descriptive matter, specifications and advertising issued by AGILITY and any descriptions or illustrations contained in AGILITY’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them.
15.10.3 AGILITY at its absolute discretion reserves the right to determine the method of conducting the sale. Notices from AGILITY may be transmitted by e-mail, letter, fax or telephone to the postal address, e-mail address, fax and telephone numbers provided by the prospective Purchaser during registration.
15.10.4 All potential bidders are advised to read the information provided in the lot information and the procedures included in these Terms and Conditions of Sale, and to inspect the Goods before bids are submitted. There are no warranties, either expressed or implied, and no returns, exchanges or refunds. All Goods will be displayed for on-site viewing. Agility is under no obligation to solicit specific bidders unless otherwise agreed and is not liable for its failure to solicit a specific bidder.
15.11 Removal of Goods
15.11.1 A schedule for the removal of the Goods will be specified for each sales event, and the Purchaser shall remove all items purchased within the time limit. If, for any reason, removal cannot be completed within the specified time the Purchaser shall arrange with AGILITY for an extension of time. In the event that AGILITY at its absolute discretion, agrees to an extension of the removal period to accommodate the Purchaser’s request then the liability and risk of loss or damage to the Goods shall transfer to the Purchaser. Prior to the expiry of the extension, if the property is not removed, the Purchaser must make arrangements for the continued storage of the property with AGILITY.
15.11.2 Unless agreed otherwise charges will be applied for property that is stored by AGILITY on behalf of the Purchaser. Storage periods are calculated from the day following the expiry of the collection period and will be shown in calendar days or weeks; a week is Monday to Sunday.
(a) £5 per pallet or equivalent per week or part thereof for storage requested by the Purchaser and authorised by AGILITY.
(b) £10 per pallet or equivalent per week or part thereof for unauthorized storage.
15.11.3 The Purchaser shall be responsible for insuring, rigging, loading, securing and transporting purchased Goods, including all costs and risks associated with the removal. In certain situations, unless otherwise stated, AGILITY will arrange for a free tailgate loading but will NOT guarantee a specific loading time. In consideration for this “no cost” loading service, the Purchaser agrees to release, hold harmless, and waive any and all claims, causes of action, damages (including consequential damages and/or loss of use) or liabilities of any kind against AGILITY its employees, officers, agents or subcontractors. The Purchaser is responsible for providing any special to type storage media or transit containers.
15.11.4 The Purchaser, or his authorised agent, shall be responsible for inspecting and counting the Goods at the time of removal. After this time, claims related to any information provided by the Lot description or Item description will not be accepted.
15.12.1 Shipping and Delivery is not included in the bid price. It is optional and if it is required the Purchaser is required to pay for it in addition to the purchase price for the goods. AGILITY shall arrange for delivery with the Purchaser on successful notification of a successful bid.
15.12.2 The Purchaser shall take delivery of the Goods within 10-working days of AGILITY giving it notice that the Goods are ready for delivery. Thereafter, storage costs shall be charged to the Purchaser in accordance with Clause 15.11 above.
15.12.3 Any dates specified by AGILITY for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice.
If no dates are so specified, delivery shall be within a reasonable time.
15.12.4 Subject to the other provisions of these conditions AGILITY shall not be Liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by AGILITY’s negligence), nor shall any delay entitle the Purchaser to terminate or rescind the Contract unless such delay exceeds 180-calender days.
15.12.5 If for any reason the Purchaser fails to accept delivery of any of the Goods when they are ready for delivery, or AGILITY is unable to deliver the Goods on time because the Purchaser has not provided appropriate instructions, documents, licences or authorisations: risk in the Goods shall pass to the Purchaser (including for loss or damage caused by AGILITY’s negligence); the Goods shall be deemed to have been delivered; and AGILITY may store the Goods until delivery, whereupon the Purchaser shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
15.12.6 The Purchaser shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for loading the Goods.
15.12.7 If AGILITY delivers to the Purchaser a quantity of Goods of up to 10% more or less than the quantity accepted by AGILITY, the Purchaser shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or short fall and shall pay for such goods at the pro rata Contract rate.
15.12.8 AGILITY may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
15.12.9 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Purchaser to repudiate or cancel any other Contract or instalment.
15.12.10 To assist with removal of the goods AGILITY provides information on packing and shipping services, accessible through the Help section of the website. This information is advisory only, and the Purchaser shall hold AGILITY harmless from all or any claims, actions, and liabilities for damages (including consequential damages and loss of use), arising from the Purchaser’s selection and use of such packing and shipping services. From time to time AGILITY may provide Delivery Information which provides indicative prices for the transportation of typical goods. Such information is for guidance purposes only and is not guaranteed. A Purchaser that wishes to make use of this optional delivery service is required to make arrangements on an individual basis with AGILITY after they have received confirmation that they have won the auction. The exact price for delivery will be communicated to the Purchaser by email and will be invoiced separately. Goods will not be dispatched until both the goods and delivery has been paid for. The Purchaser, or his authorised agent, shall be responsible for inspecting and counting the Goods at the time of removal. After this time, claims related to any information provided by the Lot description or Item description will not be accepted.
15.13.1 All disputes must be submitted to AGILITY in writing and must include the sales event number, the lot number(s), the customer user ID and the invoice number, along with a narrative describing the basis for the dispute. Disputes must be received by the AGILITY Customer Helpdesk within 5-working days after collection of the merchandise. Claims related to property condition, minor count discrepancies or Purchaser’s failure to inspect the merchandise prior to bidding/removal will not be accepted.
15.13.2 All business transacted between a Purchaser and AGILITY and any dispute or action arising from the application of these Terms and Conditions of Sale shall be exclusively governed by and in accordance with the law of England without regard to conflict of laws, provisions as well as the United Nations Convention on the International Sale of Goods. The English Courts will have exclusive jurisdiction to deal with any disputes arising.
16.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre‐paid first class post or sent by fax:
16.1.1 to AGILITY registered office or such changed address as shall be notified to the Purchaser by AGILITY; or
16.1.2 to the Purchaser’s registered office of the addressee (if it is a company) or (in any other case) to any address of the Purchaser set out in any document which forms part of the Contract or such other address as shall be notified to AGILITY by the Purchaser.
16.2 Communications shall be deemed to have been received:
16.2.1 if sent by pre‐paid first class post, two days (excluding Saturday Sundays and Bank and Public Holidays) after posting (exclusive of the day of posting); or
16.2.2 if delivered by hand, on the day of delivery; or
16.2.3 if sent by fax on a working day prior to 4.00 PM (GMT), at the time of transmission and otherwise on the next working day.
16.3 Communications addressed to AGILITY shall be marked for the attention of the General Manager:
AGILITY Project Logistics Limited
Unit 6 North, Radius Park, Faggs Road, Feltham, Middlesex, TW14 0NG
+44 (0) 208 917 3000
Agility Quality Environmental Health Safety & Security Policy
Agility is committed to delivering high standards of service to our customers; maintaining environmentally-friendly operations, protecting the health, safety, security and assets of all of our stakeholders, fostering a culture of continuous improvement and innovation, and practicing good corporate citizenship in the communities in which we operate.
Our Quality, Environmental, Health, Safety and Security (QEHSS) policy is effected through:
Delivering unparalleled personalized customer satisfaction through service reliability and innovative solutions.
Complying with applicable legislation, statuory, regulatory, international standards, customer and other stakeholder requirements – consistent with our management system framework and business code of ethics standards.
Pollution, Incident and Security Breach Prevention
Implementing safe work practices, and appropriate operating and administrative controls to prevent:
– Pollution and harmful emissions
– Over-consumption of physical resources and energy
– Waste through minimization, reuse and recycling
– Work-related injuries, health concerns and safety incidents
– Stakeholder assets loss and security breaches
Training and Competency
Effective training and education that is dedicated to ensuring our employees knowledge and skills are aligned and compliant with our relevant management system requirements.
Our policy is communicated and reinforced to our employees, customers, suppliers, contractors and other relevant third parties.
Measurement and Continuous Improvement
Our management systems ensure continual improvement through periodic review of our policy, business processes, objectives and targets; recognizing relevant business conditions, potential risks, changing conditions, and new information.