Terms and Conditions of Purchase and Use

These terms and conditions govern your use of the website at www.manheim.co.uk ("Website") and the content, features and functionality comprised within it permitting you to bid for vehicles and, on occasions, other items at auction or to purchase them immediately, as relevant, whether by way of CyberAuction, Simulcast Auction or CyberLot Plus as explained below ("Facilities").

These terms and conditions form a binding contract between you and us regarding your use of the Website and Facilities but also a binding contract between you and a Vendor when you have any and all offers or bids accepted in accordance with these terms and conditions.

Please ensure that you read these terms and conditions carefully. They explain our and a Vendor's responsibilities to you and your responsibilities to us and Vendors as indicated. They also include provisions that limit our liability and the liability of Vendors to you. If there is anything that you do not understand, please contact us as set out at the end of these terms and conditions.

You will be deemed to have accepted these terms and conditions when you click "I Accept" on registering via the Website. Acceptance of these terms and conditions is a precondition of your using the Website and the Facilities; if you do not accept, you will not be permitted to use the Website and/or Facilities.

In these terms and conditions the following words and expressions have the following meanings:

1. Use of the Website

1.1 The Website provides the functionality for you to place Bids and Offers for items contained in Listings via CyberAuction, Simulcast Auction or CyberLot Plus.

1.2 Although we will provide you with every practicable assistance required to access the Website, or any permitted part of it, we accept no responsibility if you are unable to do so (whether due to equipment failure, unavailability of communication facilities, mis-configuration, or any other reason whatsoever). Neither do we guarantee that access to the Website, any part thereof or to a CyberAuction, Simulcast Auction or CyberLot Plus will be uninterrupted, timely, without delay, secure or error free or operate as contemplated in these terms and conditions.

1.3 We reserve the right at any time to suspend or discontinue the Website, any CyberAuction, Simulcast Auction or CyberLot Plus Listing including, without limitation, for maintenance purposes, without incurring any liability or obligation to you.

1.4 You may not participate in a CyberAuction, Simulcast Auction or CyberLot Plus unless you are a Manheim national or trade buyer account holder, and you hereby warrant to be such.

1.5 The currency in which all Listing prices, Bids and Offers are deemed to be in respect of a CyberAuction, Simulcast Auction or CyberLot Plus is UK Pounds Sterling unless the Website expressly specifies otherwise.

1.6 We reserve the right to amend these terms and conditions and/or the basis upon which you may access the Website or any Facilities at any time. If we do amend these terms and conditions and/or the basis upon which access to the Website is to be provided, we shall display a notice on the Website informing you of that fact. Your continued use of the Website or any Facilities after any amendment of these terms and conditions shall be deemed to be your binding acceptance of any such amendment.

2. Our right to restrict access

We reserve the right to terminate or suspend your registration or access in respect of the Website or any Facilities if we, in our absolute discretion, determine that you are in breach of any provisions of these terms and conditions or we conclude, in our absolute discretion, that your conduct adversely impacts on our name and reputation. On termination, your rights to access and use any Facilities will expire. This right extends to termination of your participation in any CyberAuction, Simulcast Auction or CyberLot Plus whilst in process.

3. Our obligations to you

3.1 Subject to your compliance at all times with the provisions of these terms and conditions and as otherwise specified in these terms and conditions, we will provide you with access to the Website and Facilities on the basis set out in these terms and conditions.

3.2 We will respect the privacy of your data that you supplied to us on registration and otherwise pursuant to your use of the Website and Facilities. We will only collect, use and disclose your data in accordance with our privacy policy and data protection statement as set out on the Website and accepted by you. You agree to keep your data accurate and up to date and promptly to send us any new or revised personal data. We will not share any such information with other parties except as set out in our privacy policy and data protection statement (displayed on the Website), as provided in these terms and conditions, or with your prior consent.

4. Your obligations to us

4.1 You will act lawfully and honestly at all times when you access the Website and Facilities and participate in a CyberAuction, Simulcast Auction or CyberLot Plus and will comply with all applicable laws, statutes and regulations concerning your participation in respect of any CyberAuction, Simulcast Auction or CyberLot Plus.

4.2 You undertake to us that all of the details you supply on registration (and any subsequent revisions of the same which you provide to us) and otherwise in correspondence with us are (or will be) true and accurate.

4.3 You agree not to interfere with, disrupt or jeopardise the Website or any Facilities whether, without limitation, by introducing any viruses, trojan horses, worms or similar devices into the Facilities or Website or intercepting, expropriating or reutilising any system, data or personal information comprised in or pursuant to any use of any Facilities or the Website.

4.4 You are solely responsible for actions taken using your password to access any part of the Website or Facilities, and for keeping your password confidential, and you will not disclose your password to or share it with anyone else. You cannot use your password for any unauthorised purpose (for example, by permitting a third party to place Bids or Offers under it). You and not us will be liable for any actions of a third party who uses your name and password to access any part of the Website or Facilites. If you believe that someone else knows your name and password, you must contact us immediately to arrange for an alternative user name and/or password to be issued.

5. Your indemnity to us

5.1 You agree to indemnify and hold us harmless in respect of:

5.1.1 all liabilities, losses, claims and expenses that may arise from: (a) any breach of these terms and conditions by you or through parties using your registration access; (b) any breach by you of a Contract of Sale; and (c) any transmission or receipt of any content or message from you and/or persons using your registration access details which relates to a CyberAuction, Simulcast Auction or CyberLot Plus; and/or

5.1.2 any liability to taxation, duty, impost, contribution, charge or levy in the nature of taxation (including all penalties, charges, costs and interest relating to any of them), past, present or future, whether imposed by any authority in the United Kingdom or in any other country, state or territory in the world, which we suffer as a direct or indirect consequence of your use of the Facilities.

6. Intellectual property rights

6.1 You acknowledge and agree that all copyright (including rights in software), trade marks, database rights, pictures, information and other intellectual property rights in and relating to the Website, any Facilities or any Listing are owned by us and/or our licensors.

6.2 Your use of the Website and Facilities and their content grants no rights to you in relation to our (or our licensor's) intellectual property rights including, without limitation, copyright, trade marks, logos, graphics, photographs, animations, videos and text or the intellectual property of third parties contained in the Website and Facilities.

6.3 You may not, without limitation, copy, reproduce, republish, download, post, broadcast, record, transmit, commercially exploit, edit, communicate to the public or distribute in any way the services, web pages or materials on the Website and Facilities or the computer codes of elements comprise the Website and Facilities other than for your own personal use. Subject to the above, you may download insubstantial excerpts of this content to your hard disk for the purpose of viewing it provided that no more than one copy of any information is made.

6.4 Any use other than that permitted under this clause 6 may only be undertaken with our prior express authorisation.

7. Our role in a CyberAuction, Simulcast Auction or CyberLot Plus Sale

7.1 Our role is that of agent of the Vendor of the relevant Vehicle or other item indicated in any Listing. We simply provide you with the opportunity to participate in a CyberAuction, Simulcast Auction or CyberLot Plus under these terms and conditions. Our liability to you is limited on the basis described in paragraphs 13 and 14 of these terms and conditions. In particular, you should be aware that we do not:

7.1.1 own any of the Vehicles or other items included in any Listing; or

7.1.2 check the truth or accuracy of the Listings or of the descriptions or photographs used.

7.2 Every Bid or Offer will be binding if it is accepted by us on behalf of the relevant Vendor. Our communication to you of acceptance will be made by a Notice of Acceptance, which will complete a Contract of Sale in respect of the Listing that was the subject of your Offer or Bid.

7.3 For the avoidance of doubt, we are not a party to any Contract of Sale. We have no responsibility to you under a Contract of Sale.

7.4 If we have communicated a Notice of Acceptance to you in respect of a Bid or Offer in relation to a Vehicle or other item:

7.4.1 which has been the subject of an undeclared Insurance Total Loss; or

7.4.2 which is the subject of a major defect not disclosed on the Website; or

7.4.3 in respect of which a material misrepresentation has been made on the Website,

we (at our absolute discretion) shall have the right, but, for the avoidance of doubt, not the obligation, to withdraw that Notice of Acceptance. For the avoidance of doubt, in such case no Contract of Sale will exist between you and the Vendor and we shall not enforce any obligations that you may have otherwise had under it against you.

7.5 Where a Vehicle or other item affected by one of the grounds in paragraph 7.4 has been delivered to you, you must notify us by email or phone within one clear Working Day of delivery or collection (as applicable) of any major defects not disclosed or of any misrepresentations alleged in respect of the relevant Listing. We reserve the right to send a Manheim representative to re-inspect the Vehicle or other item and to examine your claim. If we elect to do so, the Vehicle or other item must be made available for inspection. No pre-sale preparation must be undertaken until any such inspection has taken place or until you have been notified that no inspection is required.

8. The CyberAuction or Simulcast Auction process

8.1 Any Bid made by you in respect of a CyberAuction or Simulcast Auction is irrevocable and may only be withdrawn with our consent (to be given in our absolute discretion). This means that you will not be able to withdraw a Bid once you have confirmed it via the Website.

8.2 Subject to paragraphs 7.4, 8.3, 8.5, and to our right to refuse any Bid, if your Bid in respect of a CyberAuction or Simulcast Auction is the Highest Bid you will receive a Notice of Acceptance from us. Our Notice of Acceptance will create a Contract of Sale.

8.3 We may, in our absolute discretion, accept a Vendor's Bid or place a Bid on a Vendor's behalf but only up to the reserve price.

8.4 Each CyberAuction or Simulcast Auction will take place at the approximate time specified on the Website and will continue until the fall of the hammer, or until a Notice of Acceptance is issued by us in respect of any Bid, or until such reasonable time as we may choose in our absolute discretion, as applicable depending on the type of Listing.

8.5 If a CyberAuction or Simulcast Auction which is subject to a reserve price ends and the reserve price has not been met, we and the Vendor will be released from any obligation to sell to the person who placed the Highest Bid.

8.6 You will not receive title to any Vehicle or other item acquired on a given day through a CyberAuction or Simulcast Auction until we have received cleared funds in full payment of all sums due from you in respect of all Vehicles or other items for which you have entered into a Contract of Sale on that day. For the avoidance of doubt, you will be legally committed to purchase any Vehicle or other item in respect of which we have communicated to you a Notice of Acceptance (unless withdrawn pursuant to paragraph 7.4) in response to your Highest Bid, pursuant to your Contract of Sale for that Vehicle or other item.

9. The CyberLot Plus process

9.1 Any Bid or Offer made by you in respect of a CyberLot Plus Listing is irrevocable and may only be withdrawn with our consent (to be given in our absolute discretion). This means that you will not be able to withdraw a Bid or Offer once you have confirmed it via the Website.

9.2 Where a CyberLot Plus includes an option to place Bids in an auction:

9.2.1 Subject to paragraphs 7.4, 9.2.2, 9.2.3, 9.3.2, and to our right to refuse any Bid, if your Bid in respect of a CyberLot Plus is the Highest Bid you will receive a Notice of Acceptance from us. Our Notice of Acceptance will create a Contract of Sale.

9.2.2 We may, in our absolute discretion, accept a Vendor's Bid or place a Bid on a Vendor's behalf but only up to the reserve price.

9.2.3 If the CyberLot Plus Listing is subject to a reserve price and ends with the reserve price not having been met, we and the Vendor will be released from any obligation to sell to the maker of the Highest Bid.

9.3 Where a CyberLot Plus includes an option to 'Buy Now' by means of making an Offer:

9.3.1 Subject to paragraph 7.4, and our right to refuse any Offer, if you choose to make an Offer in respect of a CyberLot Plus you will receive a Notice of Acceptance from us. Our Notice of Acceptance will create a Contract of Sale.

9.3.2 Where any user makes an Offer (and we issue a Notice of Acceptance) in respect of a CyberLot Plus which also includes the option to place Bids, all Bids will be revoked.

9.4 Each CyberLot Plus will end at the time specified on the Website, or on our issue of a Notice of Acceptance in respect of an Offer, or at such reasonable time as we may choose in our absolute discretion, as applicable depending on the type of CyberLot Plus Listing.

9.5 You will not receive title to any Vehicle or other item acquired on a given day through a CyberLot Plus until we have received cleared funds in full payment of all sums due from you in respect of all Vehicles or other items for which you have entered into a Contract of Sale on that day. For the avoidance of doubt, you will be legally committed to purchase any Vehicle or other item in respect of which we have communicated to you a Notice of Acceptance (unless withdrawn pursuant to paragraph 7.4) in response to your Highest Bid or Offer, pursuant to your Contract of Sale for that Vehicle or other item.

10. The Contract of Sale

10.1 If you make an Offer or Bid in respect of a particular Listing item which is accepted by us on behalf of the relevant Vendor by way of the issue of a Notice of Acceptance, a Contract of Sale will be created between that Vendor and you (but not Manheim) in respect of the relevant Listing on the basis of the following terms:

10.1.1 Subject to clause 10.1.2 below, under the Contract of Sale, the Vendor represents and warrants to you that:

(i) unless expressly disclosed to the contrary in the relevant Listing, the Vendor has legal title to and ownership of that Vehicle or other item and is entitled to sell the legal and beneficial interest in that Vehicle or other item to you without encumbrance;

(ii) in relation to a Vehicle, the Vehicle's registration document or other documents of title are correct in each and every particular;

(iii) in relation to a Vehicle, the Vehicle is fitted with a registration number and this, together with the chassis number, corresponds to the entries in the Vehicle registration document or other documents of title;

(iv) in relation to a Vehicle, the year registered or year of manufacture, whichever is earlier, is stated correctly in the relevant Listing (provided that when the expression "Unknown" or a similar expression is used, no warranty in respect of the same is provided);

(v) in relation to a Vehicle, only where the relevant Listing features the character W alongside the declared total mileage, the declared total mileage stated in that Listing is correct (in other cases no express warranty regarding mileage is given);

(vi) in relation to a Vehicle, unless expressly disclosed to the contrary in the relevant Listing, the Vehicle has not been the subject of an "Insurance Total Loss" claim;

(vii) in relation to a Vehicle, unless expressly disclosed to the contrary in the relevant Listing, the Vehicle is in a condition to be lawfully used on the road;

(viii) unless expressly disclosed to the contrary in the relevant Listing, the Vehicle or other item is sold with no major defects and with no significant cosmetic damage.

10.1.2 If a Contract of Sale relates to a Vehicle or other item which is described in the relevant Listing as "sold without warranty", you will have no right to claim damages or any other remedy of any nature with respect to the condition of the Vehicle or other item from the Vendor (or us). Except as set out in 10.1.1 above, it is a term of the Contract of Sale that all representations, warranties and undertakings implied by statute or common law (including those relating to suitability, fitness for purposes, satisfactory quality, condition and mileage) are excluded to the fullest extent permitted by law.

10.1.3 You undertake to pay the Price as defined and in accordance with paragraph 11.

10.1.4 The Contract of Sale will be governed and construed in accordance with English law and subject to the jurisdiction of the courts of England and Wales.

10.2 If Manheim has communicated a Notice of Acceptance to you in respect of a Bid or Offer in relation to a Vehicle or other item:

10.2.1 which has been the subject of an undeclared Insurance Total Loss; or

10.2.2 which is the subject of a major defect not disclosed on the Website; or

10.2.3 in respect of which a material misrepresentation has been made on the Website,

the Vendor (in its absolute discretion), or Manheim acting on the Vendor's behalf, shall have the right to rescind the Contract of Sale.

10.3 Each Vehicle or other item should be carefully inspected by you or your authorised representative (at your cost) at the time of delivery or collection (as the case may be). A full description of any damage not disclosed in the relevant Listing must be itemised in writing and a copy provided to our representative when you sign for receipt of the Vehicle or other item. In the event that you are unable to undertake a delivery inspection, any subsequent claim made in respect of damage not disclosed in the relevant Listing may be rejected. It is not acceptable to cite poor weather conditions as a reason for non-inspection.

10.4 You must notify Manheim (acting on behalf of the Vendor) by email or phone within one clear Working Day of delivery or collection (as applicable) of a Vehicle or other item of any major defects not disclosed or of any misrepresentations alleged in respect of the relevant Listing. The Vendor reserves the right to request a Manheim representative to re-inspect the Vehicle or other item and to examine your claim. If the Vendor elects to do so, the Vehicle or other item must be made available for inspection. No pre-sale preparation must be undertaken until any such inspection has taken place or until you have been notified that no inspection is required.

10.5 You agree to indemnify and hold the Vendor harmless in respect of:

10.5.1 all liabilities, losses, claims and expenses that may arise from: (a) any breach of these terms and conditions by you or through parties using your registration access; (b) any breach by you of a Contract of Sale; and (c) any transmission or receipt of any content or message from you and/or persons using your registration access details which relates to a CyberAuction, Simulcast Auction or CyberLot Plus; and/or

10.5.2 any liability to taxation, duty, impost, contribution, charge or levy in the nature of taxation (including all penalties, charges, costs and interest relating to any of them), past, present or future, whether imposed by any authority in the United Kingdom or in any other country, state or territory in the world, which the Vendor suffers as a direct or indirect consequence of your use of the Facilities.

10.6 Nothing in any Contract of Sale shall exclude or limit liability for death or personal injury resulting from the negligence of the Vendor or its agents or representatives or for fraud.

11. Price and Buyer's Premium

11.1 On our communication to you of a Notice of Acceptance in respect of any Offer or Bid in respect of a Listing, you will be liable to pay:

11.1.1 the purchase price of the relevant Vehicle or other item as stated in your Offer or Bid, plus VAT (if applicable, a Price being deemed to include VAT unless expressly stated to the contrary in the relevant Listing) (together, the "Price");

11.1.2 the "Buyer's Premium" due in respect of that Vehicle or other item (as set out in the relevant Listing) unless it is expressly stated in the relevant Listing that a Buyer's Premium is not payable in respect of that Vehicle or other item;

11.1.3 if we are to deliver the Vehicle or other item to you, a further charge may be due in accordance with our delivery pricing terms set out in the relevant Listing, unless a delivery fee is already expressly included in the Buyer's Premium.

11.2 The Price, any Buyer's Premium and any delivery charge due must be received by us by electronic funds transfer (or other agreed method) within two clear Working Days of issue of the Notice of Acceptance. Where payment is outstanding within three clear Working Days from the time of issue of the Notice of Acceptance, we reserve the right to resell the relevant Vehicle without notice to you and also to suspend or withdraw all of your trading facilities via the Website. Any charges or loss incurred on any resale (including the difference between the Price and the subsequent resale price, if lower) will be payable by you.

12. Delivery/Collection

12.1 The following delivery provisions shall apply:

12.1.1 if the relevant Listing indicates that we will deliver the Vehicle or other item to you without charge or that a delivery charge is included within the Buyer's Premium, we will automatically make arrangements to deliver that Vehicle or other item to you without you needing to make any request for delivery (but any such delivery will only be made to an address in mainland UK); or

12.1.2 if paragraph 12.1.1 above does not apply, within one clear Working Day of our sending you the Notice of Acceptance you may request us to deliver the Vehicle or other item to an address in mainland UK, in which case you will be responsible for paying a delivery fee in accordance with the delivery pricing terms set out on the Website.

12.2 If we are to deliver a Vehicle or other item to you:

12.2.1 we will use our reasonable efforts to deliver the Vehicle or other item to you within three Working Days of receipt of cleared funds for all sums due in respect of that Vehicle or other item but we shall not be liable if we fail to deliver any Vehicle within that time period;

12.2.2 we will use reasonable skill and care in delivering the Vehicle or other item to you;

12.2.3 it will be delivered to your registered address (being the address in mainland UK which you notified to us when you registered with us) or to such other address in mainland UK as you may request within one clear Working Day of us sending you the Notice of Acceptance; and

12.2.4 we reserve the right to deliver any Vehicle to you by road, and you acknowledge that if the Vehicle is to be delivered to you by road (i.e. with us driving the Vehicle to you), its odometer reading may be higher than that disclosed at the time of us sending you the Notice of Acceptance.

12.3 You may elect to collect a Vehicle or other item from us (unless we have indicated in the Listing that the Vehicle or other item is not capable of collection due to the nature of the location at which it is held, in which case it will have to be delivered by us). Any Vehicle or other item to be collected will be made available for collection within two clear Working Days after we send you the Notice of Acceptance (or as soon as is reasonably practicable thereafter).

12.4 We will only release the Vehicle to you or the person identified to us in your registration details or to any other person who you notify to us from time to time (such notification to be received by us no later than one clear Working Day after we send you Notice of Acceptance). We have the right to require proof of identification before releasing the Vehicle to any person.

12.5 No Vehicle will be delivered to you, or made available for collection by you, until we have received cleared funds in respect of the monies due in respect of that Vehicle. If payment for a Vehicle is made in accordance with trade credit arrangements which we make available to you from time to time, that will be regarded as receipt by us of cleared funds for the purpose of this paragraph.

13. Limitation of our liability to you

13.1 Nothing in these terms and conditions shall limit our liability for death or personal injury resulting from our negligence or for fraud.

13.2 We act as agent of the Vendor of a Vehicle. We do not make (and no one has authority to make on our behalf) any representation, warranty or undertaking with respect to any Vehicle or other item offered for sale in a CyberAuction, Simulcast Auction or CyberLot Plus other than for (a) the information set out in the relevant Listing or (b) which is confirmed by us to you in writing.

13.3 As between you and us, except for the assurance provided by us under paragraph 14, all representations, warranties and undertakings implied by statute or common law (including those relating to suitability, fitness for purpose, satisfactory quality, condition and, where relevant, mileage with respect to any Vehicle or other item purchased by you via a CyberAuction, Simulcast Auction or CyberLot Plus) are excluded to the fullest extent permitted by law.

13.4 We only accept responsibility for any damage caused to a Vehicle or other item by us, our employees and our agents.

13.5 Our aggregate liability in respect of any loss or damage suffered by you and arising out of or in connection with these terms and conditions or any Vehicle or other item purchased by you via the Website, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, shall not exceed the Price paid by you to us in respect of that Vehicle or other item plus the Buyer's Premium (if any) paid by you in respect of that Vehicle or other item, and we shall not be obliged to make any payment to you or any other person to the extent that the loss or difference in value is caused by or attributable to your breach or negligence or would not have been sustained or incurred had you mitigated your loss.

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

13.6.1 any loss arising from or in connection with loss of revenues, profits, contracts or business or failure to realise anticipated savings;

13.6.2 any loss of goodwill or reputation; or

13.6.3 any indirect or consequential losses,

suffered or incurred by you arising out of or in connection with your use of the Website or Facilities, or any other matter under these terms and conditions.

14. Manheim's Assurance To You

14.1 We represent to you in respect of the Vehicle or other item purchased by you as follows:

14.1.1 the Vendor has the absolute right, without restriction, to sell the legal and beneficial interest in that Vehicle or other item;

14.1.2 in relation to a Vehicle, where the relevant Listing features the character W alongside the declared total mileage, the Vehicle's declared total mileage as stated in the relevant Listing is correct;

14.1.3 in relation to a Vehicle, the Vehicle has not been the subject of an Insurance Total Loss claim unless that is stated to be the case in the relevant Listing.

14.2 If we are in breach of any of the representations made to you under paragraph 14.1, the following provisions shall apply:

14.2.1 If you are unable to acquire the legal and beneficial interest in the Vehicle or other item provided that:

(a) any defect in the nature of your title to the Vehicle or other item is notified to us in writing within six months of the date of the notice of Acceptance relating to that Vehicle or other item; and

(b) in the case of any claim that the VIN/Chassis/Frame No. of a Vehicle differs from that shown in the vehicle registration document or has been altered, you have given us written notice of that fact within three Working Days of the date of delivery to you or collection by you of the Vehicle (or, if later, of the date on which Vehicle registration documents were supplied to you),

we shall have liability to you, but not otherwise.

14.2.2 In relation to a Vehicle, if the Vehicle's declared total mileage as stated in the relevant Listing was incorrect we accept liability to you for that inaccuracy provided that:

(a) the discrepancy is at least 1,000 miles or 10% more than the actual mileage (whichever is greater);

(b) you notify us in writing of any discrepancy within three (3) Working Days of the date of delivery to you or collection by you of the Vehicle; and

(c) we shall only be liable to you in respect of any negative difference between the Market Value of the Vehicle and the price paid for it by you arising from a discrepancy between any mileage warranted in relation to the Vehicle at the time of purchase and the actual mileage.

14.2.3 In relation to a Vehicle, if the Vehicle had been the subject of an undisclosed Insurance Total Loss claim, we shall have liability to you but only if you notify us of such fact within three (3) Working Days of the date of delivery to you or collection by you of the Vehicle.

14.3 This paragraph 14 shall not operate to release the Vendor of the relevant Vehicle or other item from liability to you in respect of any warranty or condition expressed or implied into a Contract of Sale, statutory or otherwise.

15. Miscellaneous provisions

15.1 Assignment: You agree not to resell or assign your rights or obligations under these terms and conditions or in respect of any Vehicle or other item purchased by you.

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

15.3 Notices: Any notice to you shall be made by either email, facsimile, telephone or regular mail, at our election.

15.4 Delay: We shall have no liability to you for any delay in performance (and the time for performance shall be extended accordingly) if and to the extent that the delay is due to circumstances beyond our reasonable control.

15.5 Conflict: In the event of any conflict between these terms and conditions and the Notice of Acceptance, these terms and conditions will prevail.

15.6 Rights of third parties: Notwithstanding any other provision in these terms and conditions, no person other than you, us, or a Vendor in respect of a Contract of Sale as set out in paragraph 10 of these terms and conditions, has any right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of these terms and conditions. Nothing in these terms and conditions shall affect any right or remedy of a third party which exists or is available other than as a result of the aforementioned Act.

15.7 Entire Agreement: These terms and conditions contain the entire agreement between (a) us with respect to the use of the Website and the purchase of any Vehicle or other item through it and (b) you and the Vendor of any Vehicle or other item which you purchase through it.

15.8 Sale of other goods: Where we offer for sale goods other than a car, commercial vehicle, caravan, motor cycle or plant, these terms and conditions shall apply to that sale mutatis mutandis.

16. Governing law and jurisdiction

16.1 Each instruction, transmission, display and receipt in relation to a CyberAuction, Simulcast Auction or CyberLot Plus shall be deemed to have been carried out in the United Kingdom.

16.2 These terms and conditions and any purchase of a Vehicle or other item through a CyberAuction, Simulcast Auction or CyberLot Plus shall be governed by the laws of England and you hereby submit to the exclusive jurisdiction of the courts of England in respect of any such act, matter or thing.

17. Our contact details

17.1 We are Manheim Auctions Limited, Central House, Leeds Road, Rothwell, Leeds, LS26 0JE, except in respect of any Simulcast Auction where the physical auction is actually held in Scotland, where we are Manheim Scottish Auctions Limited, 199 Siemens Street, Blochain, Glasgow, G21 2BU.

17.2 Our VAT number in the case of Manheim Auctions Limited is 721-7583-33 or, in the case of Manheim Scottish Auctions Limited, 751-5095-535.

28 November 2005