Manheim Standard Terms & Conditions

Manheim’s Standard Terms and Conditions of Business

These standard terms and conditions (“Conditions”) set out the contract terms between a Vendor and Purchaser of Vehicles and explain each party’s rights and obligations. These Conditions also set out Manheim’s rights and its duties to Vendors and Purchasers. Manheim shall, at its discretion, be entitled to amend and/or vary these Conditions from time to time.

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

Your entry to and use of Manheim’s buildings, premises and other facilities (including your right to use software and services provided by Manheim) are subject to these Conditions. These Conditions can be accessed at manheim.co.uk or upon request at Manheim auction centres.

Your attention is specifically drawn to:
  • clauses 5, 33 and 34 in relation to Unroadworthy Vehicles; and
  • clauses 50 and 83 and the time limits imposed by these clauses.

Definitions

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

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

Buyer’s Premium means the fees payable for the provision of a number of services (such as Manheim making available its auction facilities and Manheim’s administration and associated services) including those rights provided by Manheim to a Purchaser in accordance with clauses 82 and 83

Contract of Sale means the contract between Vendor and Purchaser for the purchase of the Vehicle which comprises these Conditions and is formed upon the Vendor’s Acceptance of the Purchaser’s Offer

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

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

Insurance Total Loss means that a Vehicle has been categorised by insurers as any of a category A (scrap metal only), category B (break for spare parts only), category C (repairable Vehicle where repair costs exceeded the Vehicle’s pre-accident value), category D (repairable Vehicle) and category F (fire damage)

Manheim means Manheim Limited (a company registered in England under registration number 00448761) whose registered office address is Central House, Leeds Road, Rothwell, Leeds, LS26 0JE

Market Value means the lesser of:
a) the mean average selling price of a Vehicle which is:
         (i) achieved at a Manheim auction over the 3 (three) month period ending with the month in which the Vehicle the subject of the claim was purchased or, if not purchased, the date delivered, collected or taken possession of by Manheim; and
         (ii) the same make, model and substantially the same condition and mileage as the Vehicle the subject of any claim; OR
b) the market value of a Vehicle for its make, model and condition at the date a claim is made

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

Purchase Price means the price which has been Accepted for a Vehicle

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

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

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

Safety Recall means a recall issued by a Vehicle manufacturer regarding defects, which have the potential to cause serious injury, including instructions for remedying the defect

Stolen Recovery means a Vehicle that has been stolen and recovered

SureCheck means where a Vehicle Entered for Sale has been described as coming with the benefit of Manheim’s SureCheck protection, which consists of certain additional contractual rights for a Purchaser should a Vehicle deviate during a limited period of time after a Contract of Sale has been concluded from certain statements deemed made by Manheim concerning its condition as at the date of that Contract of Sale. Any Vehicle purchased with the benefit of SureCheck shall be subject to SureCheck Terms and Conditions

SureCheck Terms and Conditions means the additional terms and conditions which apply in respect of the provision of SureCheck and form part of these Conditions

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

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

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

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

Vendor’s duties

  1. Unless the Vendor has otherwise instructed Manheim in writing prior to a Vehicle being Entered for Sale and Manheim has agreed to act in accordance with that instruction, the Vendor warrants and promises to both Manheim and the Purchaser that unless disclosed otherwise as part of the sales process, that where relevant:
  2. a)     the Vendor owns the Vehicle and accordingly has unencumbered title to and a right to sell the Vehicle;

    b)     the Vehicle has not been subject to an Insurance Total Loss and/or is not a Stolen Recovery;

    c)     the odometer (or the total mileage of a Vehicle if stated to be different from the odometer) if noted as “warranted” will be true and accurate;

    d)     the Vehicle has its true and proper registration mark and chassis number and/or vehicle identification number and which corresponds to the Vehicle registration documents;

    e)     if the Vehicle is Entered For Sale with a cherished registration plate that is assigned to the Vehicle, the Vendor has all rights, title and interest to sell that cherished registration plate;

    f)      the year registered, or year of manufacture, whichever is earlier, which has been provided by a Vendor is correct (save that when the expression “unknown” or “year as seen” is used – no warranties or representations are given regarding the age of a Vehicle);

    g)     any and all Safety Recalls applicable to the Vehicle have been dealt with in accordance with manufacturer instructions and, where required, any default(s) fully remedied;

    h)     the Vehicle has not been used by the police, used as a taxi, re-registered, imported and/or registered outside of the United Kingdom;

    i)      all documents and information provided by the Vendor are true, accurate and complete in each and every particular.

  3. If the Vendor is in breach of the warranty set out in clause 1(c) above, the Vendor shall only be liable to the Purchaser:
  4. a)    in respect of any negative difference between the Market Value of the Vehicle on the date of Acceptance and the actual price paid for the Vehicle by the Purchaser arising from a discrepancy between any mileage warranted in relation to the Vehicle at the time of Acceptance and the actual mileage of the Vehicle; and

    b)    only then if the discrepancy is at least 1,000 (one thousand) miles or 10% (ten per cent) more than the actual mileage of the Vehicle (whichever is greater); and

    c)     the Purchaser gives notice in writing to Manheim (as agent of the Vendor) of said discrepancy within 3 (three) Business Days of the date of Acceptance (failing which the Vendor will have no further liability in relation to the warranty set out in clause 1(c)) above.

  5. Save as set out in clause 1, no warranties or representations are made by a Vendor regarding the mechanical condition or general quality of the Vehicle.
  6. It is the duty of the Vendor to ensure the Vehicle is insured against third party damage and/or theft whilst on Manheim’s premises or otherwise in Manheim’s control and shall remain insured until risk passes to a Purchaser upon Acceptance. Risk in the Vehicle remains with the Vendor at all times until a Contract of Sale has been entered into.
  7. A Vendor warrants to Manheim that it will immediately inform Manheim if a Vehicle is known by it not to be Roadworthy.
  8. A Vendor warrants to Manheim that where plant, machinery or some other substantially similar asset are being sold, they will be safe for use and operation.
  9. A Vendor agrees to fully and effectively indemnify Manheim on demand against any losses, costs, expenses (including legal fees on a full indemnity basis), liabilities or claims suffered by Manheim by reason of a breach of the warranties given at clauses 5 and 6.
  10. A Vendor agrees that where it uses Manheim’s IT systems and software, that it shall do so using all due care and attention and shall use its best endeavours to ensure that no viruses, worms or disabling devices are uploaded onto Manheim’s systems.
  11. In the event a cherished registration plate is assigned to a Vehicle but it is not offered for sale with that Vehicle, a Vendor must inform Manheim in writing of this prior to the Vehicle being Entered For Sale.
  12. A Vendor must inform Manheim in writing of the VAT status of a Vehicle prior to that Vehicle being Entered For Sale. The VAT status of a Vehicle as notified to Manheim prior to the sale of a Vehicle shall be binding and may not be changed following a Contract of Sale arising in respect of that Vehicle.
  13. A Vendor must supply Manheim with accurate information regarding its VAT status and registration and of any amendments to the same. A Vendor shall be responsible and shall hold Manheim harmless on demand against any loss suffered by Manheim as a consequence of Manheim acting on inaccurate information.
  14. Contract of sale

  15. When an Offer is Accepted by the Vendor a Contract of Sale is formed between the Purchaser and the Vendor.
  16. Manheim is not a party to the Contract of Sale and has no liability or responsibility in respect of the Contract of Sale.
  17. The fall of the hammer will mean that Manheim has accepted an Offer on behalf of a Vendor, but Manheim may also accept an Offer electronically, in writing, orally or by any other means or indication on behalf of a Vendor and an Offer shall be deemed as Accepted whenever an auction or sale of Vehicles ends and Manheim has received (on behalf of the Purchaser) the Acceptance from a Vendor.
  18. Whilst risk in the Vehicle passes to the Purchaser at the time of Acceptance, all ownership and title in the Vehicle remains with the Vendor until it has received the Purchase Price less any Fees.
  19. The Contract of Sale contains the warranties and representations made by the Vendor at clause 1 of these Conditions. The Vendor makes no other warranties or representations about the Vehicle. Whenever practical, it shall be for the Purchaser to inspect the Vehicle and make such enquiries, as the Purchaser considers appropriate concerning the Vehicle, with relevant third party providers of information. It is for the Purchaser to satisfy itself about any Offer it wishes to make for the Vehicle.
  20. Other than as set out in these Conditions, the Vendor expressly excludes any and all representations and warranties about the Vehicle including any which may otherwise be implied into the Contract of Sale by the Consumer Rights Act 2015, any other legislation or by common law (whether this be terms implied by custom and practice or otherwise).
  21. The Vendor shall not be liable to any Purchaser for any special, consequential or indirect losses suffered by a Purchaser in relation to the Vehicle.
  22. The Vendor shall not be liable for any loss of profit, loss of contract, loss of revenue, loss of opportunity or loss of chance (whether such losses are direct or indirect or reasonably foreseeable at the time of the Contract of Sale) suffered by the Purchaser.
  23. At all times the Vendor’s liability to a Purchaser shall not exceed the Purchase Price.
  24. Nothing in the Contract of Sale shall exclude or limit the Vendor’s liability for death or personal injury caused by the Vendor’s negligence or for any fraud or fraudulent misrepresentation.
  25. For the avoidance of doubt, each of the matters set out at clauses 16 to 21 are a part of the Contract of Sale.
  26. Payment of Purchase Price and related matters

    Vendor

  27. Manheim shall in normal circumstances remit the Purchase Price (less its Fees) for the Vehicle to the Vendor within 5 (five) Business Days of:
  28. a)         Manheim having received the full Purchase Price in cleared funds; and

    b)         provided there is no existing dispute in relation to the Vehicle; and

    c)         any and all third party interests in the Vehicle have been settled in full.

  29. The Vendor authorises Manheim to deduct from the Purchase Price:
  30. a)     any and all Fees which are payable by the Vendor to Manheim (whether in respect of the Vehicle to which the Purchase Price relates or in respect of any other services, products or Vehicles);

    b)     any amount equivalent to a third party interest in the Vehicle where Manheim may have been informed that such interest needs to be settled in order to pass good title to the Vehicle to a Purchaser.

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

  33. A Purchaser must pay the Purchase Price (and any VAT, where relevant), Buyer’s Premium and any other Fees by 5.00 pm of the next day following Acceptance. Where Manheim invoices the Purchaser for any Fees all such Fees shall be due and payable within 7 (seven) days of the date of invoice. The method of payment shall be in accordance with Manheim’s then current operating procedures and practices.
  34. General

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

  39. Risk in the Vehicle passes to the Purchaser upon Acceptance. It is therefore the Purchaser’s duty to insure the Vehicle from that time.
  40. The Purchaser warrants and represents to Manheim that it has read and agreed all of these Conditions. The Purchaser warrants and represents to Manheim and the Vendor that the exclusions of liability (whether by Manheim or the Vendor) are fair and reasonable.
  41. Each prospective Purchaser shall provide his true name and address and such other information and proof of identity (whether in respect of money laundering procedures or otherwise) as may reasonably be required by Manheim.
  42. The Purchaser understands and agrees that it is the Purchaser’s duty to ensure that all necessary safety checks on the Vehicle are undertaken before putting the Vehicle into use (including placing them on the highway).
  43. It is the Purchaser’s responsibility and it shall accordingly and additionally warrant and represent to Manheim that it will do all things necessary to ensure (including by undertaking repair or maintenance as necessary) that the Vehicle is safe for operation and use and that the Purchaser has all necessary permits, certificates or any other legally required documentation or insurance as may be necessary to use the Vehicle (whether on the highways or otherwise).
  44. Where a cherished registration plate is assigned to a Vehicle but not purchased with the Vehicle, the Purchaser:
  45. a)     warrants, represents and undertakes that it will cooperate in the retention of the cherished registration plate by the Vendor; and

    b)     acknowledges that the Vehicle will require a valid MOT certificate for the allocation of a new registration number.

  46. The Purchaser warrants, represents and undertakes that it will do all things necessary to ensure that the Vehicle is Roadworthy or, where not Roadworthy, that they are put in a condition so as to be Roadworthy and safe for use before putting them on the road.
  47. The Purchaser shall pay any deposit in respect of the purchase of Vehicles as may be required by Manheim. The deposit shall be returned by Manheim if:
  48. a)     an Offer is withdrawn prior to Acceptance and no Contract of Sale is therefore concluded in respect of the Vehicle; or

    b)     a Vendor has agreed to cancel a Contract of Sale.

    Deposits shall not be refundable where a Purchaser seeks to withdraw an Offer after Acceptance and where clause 37(b) does not apply or where a Purchaser otherwise fails to pay (howsoever arising) for a Vehicle.

  49. Each Purchaser warrants and represents to Manheim that all information provided by it shall in all respects be true, accurate and complete.
  50. Each Purchaser agrees that it shall immediately update Manheim on any changes to information provided by it to Manheim.
  51. Each Purchaser agrees that where it makes an Offer on Vehicles made available for immediate purchase at a specified price (or a price greater than the specified price), the submission of an Offer at or above the price will be binding upon Acceptance.
  52. The Purchaser warrants and represents to Manheim and a Vendor that it understands and agrees that:
  53. a)     all Vehicles only come with those representations and warranties described in clauses 1 and 82 (save where SureCheck applies); and

    b)     it has no rights against Manheim in respect of the quality, condition or merchantability of the Vehicles (save where SureCheck applies); and

    c)     Manheim does not conduct any Safety Recall checks; and

    d)     prior to making any Offer in respect of any Vehicle, it will satisfy itself regarding the value and condition of the Vehicle by inspecting them and / or making such other background checks as are prudent and sensible.

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

  59. Where made available to a Purchaser by Manheim, a Purchaser may make Offers in writing or electronically as well as making an Offer orally or otherwise at Manheim’s premises. Where a Purchaser makes use of Manheim’s electronic facilities, it shall do so in accordance with these Conditions.
  60. Title in the Vehicle passes to the Purchaser upon cleared payment in full of the Purchase Price and Fees to Manheim.
  61. The Purchaser shall have the benefit of the Vendor’s warranties and representations incorporated into the Contract of Sale at clause 1.
  62. Subject to clause 50 below, in the event that any of the warranties and representations given at clause 1 are untrue, the Purchaser has the right to either:
  63. a)     at least in so far as it relates to title, to rescind the Contract of Sale (subject to the time limit specified below) and be refunded the Purchase Price in full and final settlement of any claim the Purchaser may have; or

    b)     if a sufficiently material misrepresentation has been made, to rescind in accordance with clause 49(a) or alternatively (and in all other circumstances where not a sufficiently material misrepresentation) to retain possession of the Vehicle and claim for any losses directly suffered by the Purchaser (subject to the time limits set out in clause 50 below and subject at all times to the restrictions set out in clause 2 and exclusions and caps on liability set out at clauses 18 to 20).

  64. The time limit for bringing a claim for breach of warranty or representation under clause 1 is 3 (three) days from the date of Acceptance, unless it relates to title in which case it is 6 (six) months from the date of Acceptance.
  65. For the avoidance of doubt, clauses 47 to 50 form part of the Contract of Sale.
  66. The Purchaser has the benefit of any relevant SureCheck warranties where the Purchaser has been informed by Manheim that SureCheck applies to those Vehicles and paid the Purchase Price and Manheim’s Fees in full and cleared funds.
  67. The Purchaser has the benefit of the promises provided by Manheim in accordance with clauses 82 to 83 when the Purchaser has paid the Purchase Price and Fees in full and cleared funds.
  68. Manheim’s Rights

  69. Manheim has the right to decline to auction or otherwise offer for sale any Vehicle at its sole discretion.
  70. Manheim may refuse any person’s or company’s entry to its premises or require any individual to leave its premises at its sole discretion.
  71. Manheim shall have the right to refuse any person’s or company’s access to its website or other software or electronic systems or facilities and/or to suspend any such rights of access at its sole discretion.
  72. Manheim may withdraw or suspend at any time any facilities made available by it to any person or company including any credit facilities or any account holder rights (such suspension or withdrawal being at Manheim’s sole discretion).
  73. Manheim shall have the right not to take or accept any Offer from any individual, company or organisation and shall have the right to require any Purchaser to be properly authorised by Manheim to participate in any particular sale of Vehicles.
  74. Manheim shall have the right to put in place rules at its discretion from time to time regarding the acceptance of Offers electronically. All Purchasers agree to be bound by those rules.
  75. Manheim is not bound to accept any particular Offer and Manheim’s decision regarding the submission of Offers shall be final.
  76. A Purchaser agrees and understands that where it is using an electronic means of submitting Offers, an Offer may not be received by Manheim and/or Manheim’s system may not recognise, accept or utilise that Offer. Purchasers agree to use any of Manheim’s electronic systems at their own risk that an Offer will not be received, accepted or utilised.
  77. Manheim makes no guarantees as to the availability of any equipment or electronic systems or communication facilities made available by it. Manheim makes no promises that a prospective Purchaser will have uninterrupted, secure or error free access to Manheim’s electronic systems and communication facilities.
  78. The Vendor grants Manheim the express authority to do any of the following in Manheim’s sole discretion a) rescind the Contract of Sale; b) withdraw any Vehicle from sale; and (c) negotiate the sale of any Vehicle by private treaty between any Purchaser and the Vendor.
  79. The sale of a Vehicle by private treaty shall incorporate these Conditions as if sold by auction. Private treaty sales made under these Conditions are deemed to be sales by auction for the purpose of consumer protection. Notwithstanding the fact that a Vendor should note that in the case of a Vehicle sold by private treaty on behalf of a Vendor who is selling in the course of business and a Purchaser who does not buy in the course of business, the Vendor may incur additional obligations to the Purchaser under the Consumer Rights Act 2015 and any other applicable law in England and Wales.
  80. The Purchaser acknowledges that the Vendor may himself bid, or procure that another person (but no more than one other person) may bid on his behalf, on any Vehicle he sells through Manheim up to the reserve price prescribed by the Vendor for that Vehicle.
  81. Vendors authorise Manheim to, and agree that Manheim shall, have the absolute discretion without giving any reason:
  82. a)     to decide when and how any Vehicle shall be offered for sale;

    b)     to withdraw any Vehicle from sale;

    c)     to re-enter any Vehicle for sale;

    d)     to bid on any Vehicle on behalf of the Vendor up to the reserve price prescribed by the Vendor;

    e)     to sell any Vehicle to the Purchaser making the highest Offer that Manheim accepts where there is no reserve price set by the Vendor;

    f)      to refuse any Offer;

    g)     to divide any lot;

    h)     to combine two or more lots;

    i)      in the case of dispute, to put any lot in for auction again.

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

    b)     Manheim has paid to the Purchaser any amount under SureCheck and where the Vehicle is to be returned to Manheim;

    c)     Manheim has paid to the Purchaser any amount pursuant to clause 83 and where the Vehicle is to be returned to Manheim.

  88. Notwithstanding the fact that title has passed to Manheim in accordance with clause 70, Manheim shall not itself be responsible or liable for the warranties and representations set out at clause 1, unless Manheim has itself entered the Vehicle for sale.
  89. Vendors and Purchasers agree that Manheim shall have a lien on any Vehicle in respect of any monies due to it from the Vendor or the Purchaser (as relevant).
  90. Manheim may retain possession of the Vehicle until a Purchaser is able to prove that it has paid the Purchase Price in full and cleared funds and, where relevant, any agent acting on behalf of a Purchaser can prove he has the requisite authority to act on the Purchaser’s behalf. Manheim has the right to require proof of identification before releasing the Vehicle to any person.
  91. Manheim may charge interest at the Rate of Interest on any overdue payments owed to it.
  92. Manheim shall have the right to deduct its Fees or any other amount properly due and owing to it by the Vendor from the Purchase Price (whether or not the Fees relate to the Vehicle to which the Purchase Price relates).
  93. The Vendor and the Purchaser agree that Manheim shall have a right to charge them both Fees where Vehicles are on Manheim’s premises and where the Vendor and Purchaser have reached an agreement between themselves on the sale and purchase of those Vehicles.
  94. In the event that there is any dispute between a Vendor and a Purchaser, the Vendor and Purchaser authorise Manheim to retain the Purchase Price and possession of the Vehicle until that dispute has been settled. In the event that the dispute is settled such that a Vendor has agreed to cancel the Contract of Sale, Manheim shall return the Purchase Price to the Purchaser and the Vehicle shall remain in the ownership of the Vendor to dispose of as it wishes. In the event that the Vendor agrees to reduce the Purchase Price, Manheim shall return the amount equivalent to the reduction in the Purchase Price to the Purchaser and pass the residue (less Manheim’s Fees) to the Vendor and release the Vehicle to the Purchaser. Where the dispute cannot be settled within a reasonable period of time, Manheim shall determine based on the facts available to it (and whether by itself, by reference to interpleading or by appointment of an adjudicator) who is entitled to the Vehicle and the Purchase Price.
  95. Risks

  96. All Vehicles are handled, driven (including during collection and delivery of the Vehicle) and left on Manheim’s premises at the risk of:
  97. a)     the Vendor until Acceptance;

    b)     the Purchaser immediately upon Acceptance.

  98. Manheim accepts no liability whatsoever in relation to the Vehicle whilst left on its premises.
  99. SureCheck

  100. Manheim may, at its discretion, offer a Vehicle for sale with the benefit of SureCheck. Where SureCheck has been offered by Manheim, it shall be identified on the Vehicle and/or in any catalogue or other description listing the Vehicle for sale.
  101. Any Vehicle sold with the benefit of SureCheck shall be subject to SureCheck Terms and Conditions.
  102. Buyer’s Premium

  103. Subject to Manheim being in receipt of the Buyer’s Premium, any other relevant Fees and the Purchase Price for the Vehicle, and no disclosures having been made to the contrary: the Purchaser is entitled to rely on the following representations and warranties made by Manheim:
  104. a)         unencumbered title to the Vehicle will be passed to the Purchaser so that it will own the Vehicle;

    b)         the Vehicle has not been the subject of an Insurance Total Loss and/or is a Stolen Recovery (unless disclosed otherwise);

    c)         the odometer of any Vehicle (or the vehicle’s total mileage if this is provided) if noted to be warranted as correct on any sales catalogue or other written description of the Vehicle will be true and accurate.

  105. In the event that any of the warranties and representations given at clause 82 is proven to be untrue (the Purchaser having provided evidence reasonably satisfactory to Manheim), then a Purchaser shall have the right to return the Vehicle to Manheim and to be repaid the Purchase Price provided always that:
  106. a)         in respect of clause 82(a), the Purchaser has notified Manheim in writing within 6 (six) months of Acceptance bringing a claim under clause 82; and

    b)         in respect of clause 82(b), the Purchaser has notified Manheim in writing within 3 (three) days of Acceptance bringing a claim under clause 82; and

    c)         in respect of clause 82(c), the Purchaser has notified Manheim in writing within 3 (three) days of Acceptance bringing a claim under clause 82 and Manheim shall only be liable to the Purchaser in respect of any negative difference between the Market Value of the Vehicle on the date of Acceptance and the actual price paid for the Vehicle by the Purchaser arising from a discrepancy between any mileage warranted in relation to the Vehicle at the time of Acceptance and the actual mileage of the Vehicle and only then if the discrepancy is at least 1,000 (one thousand) miles or 10% (ten per cent) more than the actual mileage of the Vehicle (whichever is greater); and

    d)         in respect of each of clause 83(a) to 83(c), the Purchaser has not by its own acts or omissions damaged or tampered with the Vehicle.

    Additional Services

    Delivery/Collection

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

  111. Manheim shall have the right to charge storage fees (at the standard rate in force from time to time) where any Vehicles remain on Manheim’s premises (which includes all land leased, owned or utilised by Manheim) and where:
  112. a)     a Vendor refuses to permit Manheim to enter Vehicles for auction or sale on a date specified by Manheim; or

    b)     a Vendor withdraws a vehicle from auction or sale; or

    c)     a Purchaser leaves the Vehicle on Manheim’s premises for more than 3 (three) days after Acceptance (including where the reason for them being left on Manheim’s premises is that the Purchaser has failed to pay the Purchase Price in respect of those Vehicles); or

    d)     a Vendor or Purchaser requests that Vehicles be left on Manheim’s premises; or

    e)     Vehicles are left on Manheim’s premises for more than 3 (three) days (for whatever reason) except where Manheim has agreed terms for the provision of storage services (in which event those terms shall apply); and

    where storage fees are chargeable in accordance with this clause 87, storage fees will be charged (unless agreed otherwise) from Acceptance (or in respect of Vendors from the point of delivery to Manheim) up to and including the date the Vehicles are removed.

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

  115. Manheim account holders (who are also businesses) are able to pay for certain services and products they receive from Manheim at manheim.co.uk/pay. Manheim may, at its discretion, withdraw this online payment facility at any time.
  116. Liability

  117. Nothing in these Conditions shall limit Manheim’s liability for (a) death or personal injury arising from our negligence or fraud or (b) for fraudulent misrepresentation.
  118. Manheim shall have no liability to either a Purchaser or a Vendor for any: a) loss of profit (whether direct or indirect and whether or not reasonably foreseeable by the parties), b) loss of goodwill, c) loss of business, d) increased management costs, e) lost opportunity and f) special and consequential losses (and each of (a) to (f) in this clause 91 are intended to be severable from this clause where the law so requires).
  119. Manheim shall have no liability for theft or damage to a Vehicle (except where the damage is caused by Manheim’s employees) when on Manheim’s premises.
  120. Manheim shall have no responsibility to check the accuracy of any information provided or made available to it (which may include any information that is then listed in the entry form, catalogues, listings, appraisals and any other sales literature in use from time to time). Prospective Purchasers rely on all such information at their own risk.
  121. It is for Purchasers to satisfy themselves as to the quality, condition and provenance of the Vehicle through its own inspection and enquiries and Manheim shall accept no liability for any information prepared by it (in particular, where it is dependant and reliant on information provided by third parties and, for the avoidance of doubt, Manheim does not undertake to check or scrutinise such information).
  122. Manheim shall accept no responsibility to safeguard any data not belonging to Manheim and shall have no liability as a consequence of information or data not being received by it and nor shall Manheim have any liability for the availability of any website, system or any electronic means of communicating with Manheim.
  123. At no time shall Manheim’s liability exceed the greater of the Purchase Price or the Market Value of the Vehicle (that the claim or loss relates to).
  124. Manheim shall have no liability to a Purchaser or a Vendor for any delay in performance if and to the extent that the delay is due to circumstances beyond its reasonable control.
  125. General

  126. Where Vehicles are sold or purchased, or where Manheim provides any services, under these Conditions, Manheim shall require certain information from the Purchaser or Vendor (as applicable), which may include personal data (as defined in accordance with the Data Protection Act 1998). Any/all personal data collected by Manheim for such purposes shall be processed by Manheim in accordance with Manheim’s privacy policy, which can be accessed at manheim.co.uk/legal/privacy-policy.
  127. Use of Manheim’s website shall be subject to Manheim’s website terms and conditions, which can be accessed at manheim.co.uk/legal. Manheim makes no promises or representations regarding the availability of that website or any other system or electronic means of communication made available by Manheim.
  128. The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 do not apply to the sale and purchase of Vehicles pursuant to these Conditions.
  129. These Conditions set out the entire agreement between (1) Manheim and Vendor; (2) Manheim and Purchaser; and (3) the Vendor and the Purchaser.
  130. No other person except for the parties to these Conditions shall have any right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of these Conditions. Nothing in these 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.
  131. These Conditions contain all the terms which are agreed in relation to the sale and purchase of a Vehicle and supersede any prior written or oral agreements, representations or understandings between the parties relating to the Vehicle. A party proceeds to sell and purchase Vehicles solely on the basis of the terms set out in these Conditions. Nothing in this clause shall exclude liability for fraud or fraudulent misrepresentation.
  132. Without prejudice to any other right or remedy, Manheim shall be entitled but not obliged at any time to set off any liability of the Vendor or Purchaser owed to Manheim against any liability of Manheim to the Vendor or Purchaser as relevant (and howsoever arising and whether any such liability is present or future, liquidated or unliquidated).
  133. If any clause, sub-clause, or any part of a clause or sub-clause, of these Conditions is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable than that provision will, to the extent required, be severed from these Conditions and will be ineffective. All other provisions of these Conditions will remain in full force and effect with such modifications as may be necessary to give effect to the remaining Conditions.
  134. Any notices shall be made by either email, facsimile, telephone or regular mail at Manheim’s election.
  135. Both the Purchaser and the Vendor agree not to assign their rights and obligations under these Conditions.
  136. No partnership, joint venture, employee-employer or franchisor-franchisee relationship arises between Manheim and either Purchaser or Vendor by reason of these Conditions.
  137. These Conditions shall be governed by English law and the parties agree to submit to the non-exclusive jurisdiction of the English courts.
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