Terms and Conditions
Leafield Logistics & Technical Services Limited: Terms and Conditions for Sale of Goods by Auction
- we conduct the auctions (Auctions) for the sale of goods (Goods) listed on our website (the site); and
- we sell any of the Goods listed on the site pursuant to a successful offer to purchase Goods placed in one of our Auctions placed either electronically via the site or in writing delivered by post or by hand to us (Bid). These Terms will apply to any Bid placed by any person on any Goods listed for sale in one of our Auctions and to the subsequent contract between us and the person whose Bid is successful for the sale of Goods to them (Contract). Each person who registers with our site will be asked to agree to these Terms. If a person refuses to accept these Terms, they will not be able to place bids in an Auction. We amend these Terms from time to time. We recommend that any person wishing to Bid in an Auction should check these Terms prior to placing a Bid to ensure that they understand the terms which will apply at that time. These Terms were most recently updated on 10th October 2018. If a non-UK resident person wishes to Bid in an Auction for any Goods which they then intend to export outside of the United Kingdom, they should contact our Shipping and Export Manager via the site before submitting a Bid. There may be export licencing issues if the Goods are either military or dual-use.
1.1 Definitions. In these Terms, the following definitions apply (in addition to those definitions set out above):
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Contract: the contract between Leafield and the Customer for the sale and purchase of the Goods in accordance with these Terms.
Customer: the person who placed the Winning Bid.
Description: any description for the Goods set out on the site.
Leafield: Leafield Logistics & Technical Services Limited (registered in England and Wales with company number 06477347).
Winning Bid: the Bid which is accepted by Leafield.
1.2 Construction. In these Terms, the following rules apply:
1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2 A reference to a party includes its personal representatives, successors or permitted assigns.
1.2.3 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.2.4 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.2.5 A reference to writing or written includes faxes and e-mails.
2. Basis of contract
2.1 These Terms apply to the Contract and each Auction to the exclusion of any other terms that the Customer, or any person placing a Bid, seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 Each Bid constitutes an offer to purchase the Goods to which it is subject in accordance with these Terms. Each person placing a Bid is responsible for ensuring that the terms of their Bid are complete and accurate.
2.3 Where a person places more than one Bid in any Auction, the valid Bid from that person, open for acceptance by Leafield, shall be the Bid placed last by them.
2.4 A Bid can be withdrawn by the person who has placed it by sending notice in writing to Leafield provided such withdrawal is received not less than 1 Business Day prior to the conclusion of the Auction.
2.5 A Bid shall only be deemed to be accepted when Leafield issues a written acceptance of the Bid, at which point the Contract shall come into existence. Leafield shall issue such acceptance to the person who has made the Winning Bid as soon as reasonably practicable following the conclusion of the Auction in which the Bid was placed and in any event within 7 days of the conclusion of the Auction.
2.6 The Contract constitutes the entire agreement between Leafield and the Customer for the supply of the Goods. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Leafield which is not set out in the Contract.
2.7 Any samples, drawings, descriptive matter, or advertising produced by Leafield and any descriptions or illustrations contained on the site are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
2.8 The listing of the Goods by Leafield on the site shall not constitute an offer for sale of the Goods.
2.9 Leafield reserves the right to fix a reserve price for any Goods offered in an Auction.
2.10 Leafield may, without giving any reason, refuse to accept a Bid from any person.
The Goods are described in the Description.
4.1 Leafield shall ensure that:
4.1.1 when collected by the Customer the Goods are accompanied by a note which shows relevant Customer and Supplier reference numbers, the type and quantity of the Goods and special storage instructions (if any); and
4.1.2 if Leafield requires the Customer to return any packaging materials to Leafield, that fact is clearly stated on the delivery note. Returns of packaging materials shall be at Leafield's expense.
4.2 The Customer shall collect the Goods from Leafield's premises at Hangar 19, Colerne Industrial Park, Colerne, Wiltshire, SN14 8HT or such other location as may be advised by Leafield prior to collection (Collection Location) within 5 Business Days of Leafield notifying the Customer that the Goods are available for collection. Goods shall not be available for collection unless payment for them has been received in full.
4.3 Collection of the Goods shall be completed on the completion of loading of the Goods at the Collection Location.
4.4 Any dates quoted for collection are approximate only, and the time of delivery (i.e. Leafield making the goods available for collection) is not of the essence. Leafield shall not be liable for any delay in making the Goods available for collection that is caused by a Force Majeure Event or the Customer's failure to provide Leafield with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 If Leafield fails to make the Goods available for collection, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Leafield shall have no liability for any failure to make the Goods available for collection to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide Leafield with adequate collection instructions or any other instructions that are relevant to the supply of the Goods.
4.6 If the Customer fails to collect the Goods within 5 Business Days of Leafield notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or Leafield's failure to comply with its obligations under the Contract:
4.6.1 collection of the Goods shall be deemed to have been completed at 9.00 am on the fifth Business Day after the day on which Leafield notified the Customer that the Goods were ready; and
4.6.2 Leafield shall store the Goods until collection takes place and charge the Customer for all related costs and expenses (including insurance).
4.7 If 10 Business Days after the day on which Leafield notified the Customer that the Goods were ready for collection the Customer has not taken collection of them, Leafield may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
5.1 The Goods are being sold by Leafield immediately following purchase of them from the Ministry of Defence. Leafield recommends that all persons placing a Bid, inspect the Goods thoroughly prior to placing a Bid. It is the responsibility of the person placing the Bid to satisfy themselves as to the condition of the Goods prior to placing a Bid.
5.2 The Customer acknowledges that the Goods may be in a used condition and may be defective and acknowledges that Leafield has not examined the Goods prior to sale.
5.3 The Description is given only for the purposes of identifying the Goods and do not make any Contract a sale by description.
5.4 The Goods are sold “as seen”. Leafield makes no representations and gives no warranties as to the quality, condition, state or description of the Goods, or their fitness or suitability for any purpose. All implied statutory or common law terms, conditions and warranties as to the Goods are excluded to the fullest extent permitted by law.
5.5 The Customer acknowledges that, before placing a Bid:
5.5.1 Leafield has given the Customer a reasonable opportunity to inspect the Goods; and
5.5.2 the Customer has satisfied itself as to the quality of the Goods.
6. Title and risk
6.1 The risk in the Goods shall pass to the Customer on collection.
6.2 Title to the Goods shall not pass to the Customer until Leafield receives payment in full (in cash or cleared funds) for the Goods.
7. Price and payment
7.1 The price of the Goods shall be an amount equal to the Winning Bid.
7.2 The price of the Goods is exclusive of the costs and charges of packaging and insurance of the Goods, which shall be invoiced to the Customer.
7.3 The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from Leafield, pay to Leafield such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
7.4 Leafield shall invoice the Customer for the Goods on or at any time after notifying the Customer of its Winning Bid.
7.5 The Customer shall pay the invoice in full and in cleared funds within 5 Business Days of the date of the invoice. Payment shall be made to the bank account nominated in writing by Leafield. Time of payment is of the essence.
7.6 If the Customer fails to make any payment due to Leafield under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above NatWest Bank Plc's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
7.7 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Leafield may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Leafield to the Customer.
8. Termination and suspension
8.1 If the Customer becomes subject to any of the events listed in clause 8.2, Leafield may terminate the Contract with immediate effect by giving written notice to the Customer.
8.2 For the purposes of clause 8.1, the relevant events are:
8.2.1 the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
8.2.2 the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
8.2.3 (being a company) a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
8.2.4 (being a company) an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;
8.2.5 (being a company) the holder of a qualifying floating charge over the Customer's assets has become entitled to appoint or has appointed an administrative receiver;
8.2.6 a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's assets;
8.2.7 (being an individual) the Customer is the subject of a bankruptcy petition or order;
8.2.8 a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
8.2.9 any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.2.1 to clause 8.2.6 (inclusive);
8.2.10 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;
8.2.11 the Customer's financial position deteriorates to such an extent that in Leafield's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
8.2.12 (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
8.3 Without limiting its other rights or remedies, Leafield may suspend provision of the Goods under the Contract or any other contract between the Customer and Leafield if the Customer becomes subject to any of the events listed in clause 8.2.1 to clause 8.2.12, or Leafield reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
8.4 On termination of the Contract for any reason the Customer shall immediately pay to Leafield all of Leafield's outstanding unpaid invoices and interest.
8.5 Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.
8.6 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
9. Limitation of liability
9.1 Nothing in these Terms shall limit or exclude Leafield's liability for:
9.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
9.1.2 fraud or fraudulent misrepresentation;
9.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
9.1.4 any matter in respect of which it would be unlawful for Leafield to exclude or restrict liability.
9.2 Subject to clause 9.1:
9.2.1 Leafield shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
9.2.2 Leafield's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed an amount equal to the price of the Goods.
10. Force majeure
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
11.1 Assignment and other dealings
11.1.1 Leafield may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
11.1.2 The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Leafield.
11.2.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
11.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.2.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
11.2.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
11.3.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
11.3.2 If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
11.4.1 Except as set out in these Terms, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by Leafield.
11.4.2 These Terms are amended and updated from time to time. Please look at the top of this page to see when these Terms were last updated.
11.5 Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
11.6 Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.
11.7 Governing law. These Terms, the Contract, and any dispute or claim arising out of or in connection with these Terms or the Contract or their subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
11.8 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).