Terms & Conditions

INDUSTRIAL ASSET SOLUTIONS LIMITED TERMS AND CONDITIONS OF SALE (UNITED KINGDOM)

The following terms and conditions ("Terms") are the terms on which Industrial Asset Solutions Limited (a limited liability company incorporated under the laws of England and Wales with company number 06753557 and whose registered office is at Longcroft House, 2-8 Victoria Avenue, Bishopsgate, London EC2M 4NS, United Kingdom) ("Indassol") sells Equipment (defined below) and supersedes all other terms and conditions relating to the subject matter of these Terms.

PLEASE READ THESE TERMS CAREFULLY AS THEY CONTAIN LIMITATIONS ON AND EXCLUSIONS OF THE LIABILITY OF INDUSTRIAL ASSET SOLUTIONS LIMITED AND THE BUYER'S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CLAUSE [8] OF THESE TERMS. FURTHER NOTE THAT INDASSOL IS NOT THE SELLER OF ANY EQUIPMENT, BUT SELLS THE EQUIPENT FOR AND ON BEALF OF THE SELLER AS THE SELLER’S DULY AUTHORISED AGENT.

1. DEFINITIONS AND INTERPRETATION

1.1 The following words and phrases used in these Terms shall have the following meanings, except where the context clearly requires otherwise:

"Buyer" means any person, firm or entity who accepts Indassol's written quotation for the sale of the Equipment or whose written purchase order form for the Equipment is accepted in writing by Indassol;

"Contract" means a contract for the sale and purchase of the Equipment entered into between the Buyer and the Seller in accordance with these Terms;

"Data Protection Act" means the Data Protection Act 1998 (as amended from time to time) or such other legislation and/or regulations which enacts or consolidates it (with or without modification);

"Equipment" means the assets (or any part of them) set out in an Order which the Seller shall sell to the Buyer in accordance with these Terms;

"Force Majeure Event" means any event beyond the reasonable control of a Party and which affects the performance by a Party of its obligations under these Terms and arises directly from an act of God, local government or government, war, fire, flood, earthquake or storm, acts of terrorism, explosion, civil commotion or industrial dispute;

"Location" means the place at which the Equipment will be located for the purposes of collection by the Buyer as set out in the relevant Sale Specific Terms or as otherwise communicated by Indassol to the Buyer;

"Order" means the Buyer's order for the Equipment as set out in the Buyer's purchase order form or in the Buyer's written acceptance of Indassol's offer made on behalf of the Seller;

"Parties" means Indassol (in its capacity as agent of the Seller) and the Buyer collectively and "Party" shall mean any one of them as determined by the context;

"Personal Data" means any personal information (such as name, address, telephone number, credit card details and copies of documents such as a driving licence used for identification purposes) which the Buyer provides to Indassol;

"Privacy Policy" means Indassol’s privacy policy (accessible via this link: http://www.indassol.com/privacy.htm) which forms part of these Terms;

"Purchase Price" means the price (exclusive of VAT) agreed to be paid by the Buyer to Indassol for the Equipment as set out in the relevant Order;

"Sale(s)" means the sale of item(s) of Equipment by a Seller facilitated by Indassol as agent for the Seller;

"Sale Specific Terms" means any terms (in addition to the Terms) communicated to the Buyer in writing by Indassol which relate to the specific Sale of specific Equipment mentioned in such terms;

"Seller" means the person, firm or entity who instructed Indassol to sell the Equipment on its behalf and who is the legal and beneficial owner of the Equipment;

"Third Party" means any person or entity other than the Parties;

"VAT" means value added tax charged under or pursuant to the Value Added Tax Act 1994; and

"Website" means Indassol’s website located at www.indassol.com.

1.2 The headings used in these Terms have been inserted for convenience only and shall not affect their construction or interpretation.

1.3 Words importing the singular include the plural and vice versa.

1.4 Words importing a gender shall include all genders.

1.5 Reference to any statute, statutory provision or statutory instrument includes a reference to that statute, statutory provision or statutory instrument together with all rules and regulations made under them as from time to time amended, consolidated or re-enacted.

1.6 In the event of a conflict between the provisions of these Terms and the Sale Specific Terms, the Sale Specific Terms shall take precedence.

2. APPLICABILITY OF THESE TERMS

These Terms apply to all Sales of Equipment from Seller to Buyer, as facilitated by Indassol as agent for the Seller.

3. EQUIPMENT

All statements relating to the Equipment appearing on the Website, in advertising and/or marketing material or in any other communication (such as statements relating to description, quality and condition) are qualified statements of opinion and should not be relied upon or construed as being representations or warranties. It is the Buyer’s responsibility to inspect the Equipment and familiarise itself with the condition, quality and other relevant facts relating to the Equipment prior to making an offer on such Equipment.

4. THE SALE

4.1 Indassol sells the Equipment to the Buyer as agent for and on behalf of the Seller.

4.2 The Contract is entered into between the Buyer and the Seller.

4.3 Indassol may require a Buyer, as a prerequisite for entering into a Sale, to provide a satisfactory bank guarantee or other form of security.

4.4 Indassol and/or the Seller may reject an offer in its sole and unfettered discretion.

4.5 The Order constitutes an offer by the Buyer to purchase the Equipment in accordance with these Terms. The Order shall be deemed to be accepted and the Contract between the Buyer and the Seller shall come into existence on the earlier of;

4.5.1 Indassol issuing a written acceptance of the Order; or

4.5.2 Indassol providing to the Buyer written confirmation of the Sale; or

4.5.3 Indassol doing any act consistent with fulfilling the Order,

at which point the Contract shall come into existence.

5. PURCHASE PRICE AND PAYMENT TERMS

5.1 Indassol may invoice the Buyer for the Purchase Price on or at any time after the coming into existence of the Contract as described in clause [4.5] above.

5.2 The Purchase Price does not include VAT and where applicable, any VAT relating to a sale shall be payable by the Buyer at the then current rate.

5.3 The Purchase Price is exclusive of the costs of packaging, insurance and carriage of the Equipment.

5.4 The Buyer shall make all payments due under these Terms in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.

5.5 Unless otherwise agreed between the Parties, the Purchase Price should be paid by means of electronic funds transfer (EFT). The bank details and the currency in which payment should be made shall be specified in the Sale Specific Terms or in Indassol’s acceptance of an Order. No payment shall be deemed to have been received until Indassol has received the relevant payment in cleared funds.

5.6 Time for payment of an invoice shall be of the essence. The Buyer shall further be liable for the administrative costs and the collection costs (including legal and tracing costs) of Indassol for collecting any debt from the Buyer.

5.7 If the Buyer fails to pay Indassol any sum due pursuant to these Terms, the Buyer shall be liable to pay interest to Indassol on such sum from the due date for payment at the annual rate of five per cent (5%) above the base lending rate from time to time of Barclays Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment.

5.8 Any payments received by Indassol shall firstly be allocated to costs, then to interest charges and then to the Purchase Price.

6. REMOVAL OF EQUIPMENT

6.1 Unless otherwise agreed, it is the Buyer’s responsibility to collect or to arrange for the collection of purchased Equipment from the Location (at the Buyer’s cost).

6.2 Indassol shall only release Equipment for collection by a Buyer or its duly authorised representative once the Buyer has paid the Purchase Price and Indassol has received the amount in the sum of the Purchase Price (in cleared funds).

6.3 The Buyer shall liaise with the individual whose name and contact details are provided in the Sale Specific Terms or which is otherwise communicated by Indassol to the Buyer to arrange for the collection of Equipment from the Location.

6.4 Unless stated otherwise in the Sale Specific Terms or agreed between the Parties, the Buyer shall collect the Equipment purchased from the Location (or arrange for collection by an authorised representative) within ten (10) days of Indassol giving notice to the Buyer that cleared funds accounting for the Purchase Price have been received by Indassol, after which Indassol shall be entitled to charge to the Buyer the cost of storing such Equipment beyond the agreed period for collection.

6.5 Certain types of Equipment may contain hazardous materials (such as chemicals) and the Buyer must ensure that the removal of any such Equipment from the Location is carried out in accordance with the Health and Safety at Work Act 1974 and the Control of Substances Hazardous to Health Regulations 1988 and any other relevant legislation and/or regulations dealing with the removal and handling of such hazardous materials.
6.6 The Buyer shall indemnify and shall keep Indassol indemnified against all liabilities, damages (direct and indirect), costs, expenses, death and personal injury arising from or in the course of the removal of the Equipment.

7. RISK AND TITLE

The risk in and to the Equipment purchased by the Buyer under a Contract shall pass to the Buyer upon the creation of the Contract pursuant to the provisions of clausse 4.5 and title shall pass to the Buyer on receipt by Indassol of the Purchase Price (together with any VAT) in cleared funds. It is the Buyer’s responsible to arrange appropriate insurance cover in respect of any Equipment purchased pursuant to a Contract.

8. WARRANTIES AND LIMITATION OF LIABILITY

8.1 ALL EQUIPMENT IS SOLD "AS IS". INDASSOL DOES NOT MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS OR CONDITION OF THE EQUIPMENT OR AS TO THE CORRECTNESS OF DESCRIPTION OF SUCH EQUIPMENT. THE BUYER EXPRESSLY ACKNOWLEDGES AND AGREES THAT IN NO EVENT SHALL INDASSOL BE LIABLE FOR ANY DAMAGES INCLUDING, WITHOUT LIMITATION, ANY COMPENSATORY, INCIDENTAL OR CONSEQUENTIAL DAMAGES SUFFERED BY THE BUYER AS A RESULT OF PURCHASING ANY EQUIPMENT. INDASSOL SELLS THE EQUIPMENT AS AGENT ON BEHALF OF THE SELLER. THE CONTRACT OF SALE IN RESPECT OF EQUIPMENT IS BETWEEN THE BUYER AND THE SELLER.

8.2 THE PROVISIONS OF THE SALE OF GOODS ACT 1979 (AS AMENDED) ARE HEREBY EXPRESSLY EXCLUDED INSOFAR AS PERMITTED BY LAW.

8.3 WHERE THE FURNITURE & FURNISHINGS (FIRE & SAFETY) REGULATIONS 1988 APPLIES TO ANY EQUIPMENT, SUCH EQUIPMENT IS SOLD ON THE UNDERSTANDING THAT INDASSOL DOES NOT WARRANT OR REPRESENT THAT SUCH EQUIPMENT IS IN A CONDITION THAT MAKES IT SUITABLE FOR DOMESTIC USE. IN THE EVENT OF THE BUYER INTENDING TO USE SUCH EQUIPMENT IN A DOMESTIC ENVIRONMENT, THE BUYER SHOULD ENSURE THAT SUCH EQUIPMENT COMPLIES WITH THE REQUIREMENTS OF THE FURNITURE & FURNISHINGS (FIRE & SAFETY) REGULATIONS 1988, AS AMENDED FROM TIME TO TIME.

8.4 IT IS THE BUYER’S RESPONSIBILITY TO ENSURE THAT ANY EQUIPMENT CLASSIFIED AS A ‘MOTOR VEHICLE’ IN TERMS OF SECTION 185 OF THE ROAD TRAFFIC ACT 1988 COMPLIES WITH THE PROVISIONS OF SUCH ACT.

9. INTELLECTUAL PROPERTY

The copyright in the text and in any of the photographs, digital images and illustrations of Equipment made available by Indassol (whether appearing on the Website or otherwise) vests in and shall remain vested in Indassol or its licensors. The Buyer will not reproduce or permit anyone else to reproduce such text, photographs, digital images or illustrations without Indassol’s prior written consent.

10. DATA PROTECTION

10.1 Indassol may collect Personal Data from the Buyer in its dealings with the Buyer and/or the Buyer’s employees or agents.

10.2 The collection, processing and storage of Personal Data will be dealt with by Indassol in accordance with the Privacy Policy.

11. WAIVER

A waiver (whether express or implied) by one of the Parties of any of the provisions of these Terms or of any breach of or default by any other Party in performing any of those provisions, will not constitute a continuing waiver and that waiver will not prevent the waiving Party from subsequently enforcing any of the provisions of these Terms not waived or from acting on any subsequent breach of or default by any other Party under any of the provisions of these Terms.

12. SEVERABILITY

The provisions contained in each clause and sub-clause of these Terms is enforceable independently of each of the others and its validity will not be affected if any of the others is invalid. If any of those provisions is void but would be valid if some part of the provision were deleted, the provision in question will apply with such modification as may be necessary to make it valid.

13. FORCE MAJEURE

Neither party shall be liable to the other party for any delay or non-performance of its obligations under this agreement to the extent it arises from a Force Majeure Event.

14. THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

Except for a Seller, no Third Party may enforce any of the terms contained in these Terms under the Contracts (Rights of Third Parties) Act 1999.

15. WHOLE AGREEMENT

These Terms, any Sale Specific Terms and the Privacy Policy contain the whole agreement between the Parties relating to the subject matter contemplated by these Terms.

16. GOVERNING LAW AND JURISDICTION

These Terms are governed by and will be construed in accordance with English law. Each Party irrevocably submits to the exclusive jurisdiction of the English Courts for all purposes relating to these Terms.

 

Updated July 2012, Ref: WB1-3818912-1