TERMS OF SERVICE
Validity: 1 Jan. 2019 (v1.1)
This website is operated by Projectmaterials.com, owned by Envestis Holdings SA (address Via S. Balestra, 33 6900 Lugano Switzerland). Throughout the site, the terms “we”, “us” and “our” refer to Projectmaterials.com. Projectmaterials.com offers this website, including all information, tools, and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies, and notices stated here.
By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
Any new features or tools which are added to the current website shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
SECTION 1 – ONLINE MARKETPLACE TERMS
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents or employees to use this site. You may not use our online Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws and export control laws). You must not transmit any worms or viruses or any code of a destructive nature. A breach or violation of any of the Terms will result in an immediate termination of your Services.
SECTION 2 – GENERAL CONDITIONS
We reserve the right to refuse service to anyone for any reason at any time. You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us. The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
SECTION 3 – ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on this site is not accurate, complete or current. The information on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk. This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
SECTION 4 – MODIFICATIONS TO THE SERVICE AND PRICES
Prices for our Services are subject to change without notice. We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
SECTION 5 – PRODUCTS OR SERVICES (if applicable)
The products or services published posted by Users on our website are available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to the Return Policies of the User that published any specific product (which should be consulted before placing any order). The product images displayed on our website are for reference only and may not represent the exact product that will be shipped. The information published about products and services are provided by our Users, and we may not check their truthfulness, correctness, and completeness. We reserve the right but are not obligated, to limit the sales of our Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. All descriptions of products or product pricing are subject to change at any time without notice, at the sole discretion of the publisher. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited. We do not warrant that the quality of any products, services, information, or other material purchased or obtained via our website will meet your expectations, or that any errors in the Service will be corrected.
SECTION 6 – ACCURACY OF BILLING AND ACCOUNT INFORMATION
We reserve the right to refuse any order you place with us. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e‑mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by unauthorized parties.
You agree to provide current, complete and accurate purchase and account information when publishing content on our website. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
SECTION 7 – OPTIONAL TOOLS
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input. You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools. Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s). We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.
SECTION 8 – THIRD-PARTY LINKS
Certain content, products and services available via our Service may include materials from third-parties. Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
SECTION 9 – USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ‘comments’), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments. We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service. You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e‑mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
SECTION 10 – PERSONAL INFORMATION
SECTION 11 – ERRORS, INACCURACIES AND OMISSIONS
By using our Service, you acknowledge that there may be information on our Site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information if any information in the Service or on any related website is inaccurate at any time without prior notice. We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
With reference to the content published on our website, you agree that:
- Projectmaterials does not review any users’ published content, including but not limited to, products and their features, requests for quote (RFQs), products reviews, user’s feedbacks, Company and user’s profiles. The User, and not Projectmaterials, is responsible to double check any content shown on the Site
- Under no circumstances and case shall Projectmaterials be liable, for any direct and/or indirect damages, claims, costs, of any nature, borne by any User which has trusted the content, the data, the information and/or the proposals received on the Site from other User
- User acknowledges and agrees that in no event and in no case, shall Projectmaterials be liable for any temporary or permanent inability to use the Site and its content, whether due to disruption of the service, limited access to the service, breakdown, failures and bugs, or due to changes to or termination of any features of the Site or otherwise
- When You provide content, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub-licensable (through multiple tiers) right to use store, reproduce, adapt, modify, translate and display the content (including without limitation, creating and using derivative works) on Projectmaterials and to exercise all intellectual property rights associated with, or contained in, your content
- User hereby represents, warrants and agrees that it has obtained any necessary copyright or trademark, licenses and permission to publish content on the Site and that such content does not violate the copyright, the trademark, the trade secret or any other personal or proprietary rights of any Third Party
- We will not be responsible, or liable to any third party, for the accuracy of any User’s created content
- User acknowledges and agrees that Projectmaterials shall have the right, discretionally, to refuse to publish (and the right to remove) any content at any time, for any reason or for no reason at all, with or without notice, created and/or uploaded by any User on the Site
- The views expressed by users on our site or in your messaging communication do not represent our views or values and we may not monitor content
User acknowledges and agrees that in no event and in no case, shall Projectmaterials be responsible and liable for any offensive, indecent, immoral or objectionable content published on the Site by any User, or published on the hyperlinked websites, as Projectmaterials may not exercise any control or monitoring on the content published and/or exchanged among Users or published by linked websites
Unless expressly permitted by Projectmaterials, it is strictly prohibited to download, copy, mirror, archive, intercept, reverse-engineer or redirect content from any page or database of this Site. Even if permitted by Projectmaterials, the information downloaded from the Site does not give any title or any other rights thereto (example product templates). Redistribution, making a derivative work from and any other commercial exploitation of any content on the Site or of any software downloaded from the Site is expressly prohibited. Using boots, spiders, scrapers, other indexing means or any other device to copy any part of the Site or use of any technology or other means to hide User identity when accessing the Site are also strictly prohibited (VPNs, Tor browser, etc).
Users also agree to generate on the Site an acceptable band load. Any violation may determine the termination of the account. We monitor attacks and hacking attempts, which represent criminal acts that will be persecuted.
SECTION 12 – PROHIBITED USES
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
SECTION 13 – DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free. We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable. You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you. You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement. In no case shall Projectmaterials.com, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
SECTION 14 – INDEMNIFICATION
You agree to indemnify, defend and hold harmless Projectmaterials.com and our parent company, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
SECTION 15 – SEVERABILITY
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
SECTION 16 – TERMINATION
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes. These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site. If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
SECTION 17 – ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service). Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
SECTION 18 – GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Switzerland, Court of Lugano, only.
SECTION 19 – CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time at this page. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
SECTION 20 – CONTACT INFORMATION
Questions about the Terms of Service should be sent to us at [email protected]
Validity: 1 Jan. 2019 (v1.1)
PERSONAL INFORMATION WE COLLECT
When you visit the Site, we automatically collect certain information about your device, including information about your web browser, IP address, time zone, and some of the cookies that are installed on your device. Additionally, as you browse the Site, we collect information about the individual web pages or products that you view, what websites or search terms referred you to the Site, and information about how you interact with the Site. We refer to this automatically-collected information as “Device Information”.
We collect Device Information using the following technologies: – “Cookies” are data files that are placed on your device or computer and often include an anonymous unique identifier. For more information about cookies, and how to disable cookies, visit http://www.allaboutcookies.org. – “Log files” track actions occurring on the Site, and collect data including your IP address, browser type, Internet service provider, referring/exit pages, and date/time stamps. – “Web beacons”, “tags”, and “pixels” are electronic files used to record information about how you browse the Site. – Google Analytics and Zendesk
Additionally, when you make a purchase or attempt to make a purchase through the Site, we collect certain information from you, including your name, billing address, shipping address, payment information (including credit card numbers, bank accounts, etc.), email address, and phone number. We refer to this information as “Order Information”.
HOW DO WE USE YOUR PERSONAL INFORMATION?
We use the Order Information that we collect generally to fulfill any orders placed through the Site (including processing your payment information, arranging for shipping, and providing you with invoices and/or order confirmations). Additionally, we use this Order Information to: – Communicate with you; – Screen our orders for potential risk or fraud; and – When in line with the preferences you have shared with us, provide you with information or advertising relating to our products or services.
We use the Device Information that we collect to help us screen for potential risk and fraud (in particular, your IP address), and more generally to improve and optimize our Site (for example, by generating analytics about how our customers browse and interact with the Site, and to assess the success of our marketing and advertising campaigns).
SHARING YOUR PERSONAL INFORMATION
We share your Personal Information with third parties to help us use your Personal Information, as described above. For example, we use Google Analytics to help us understand how our customers use the Site — you can read more about how Google uses your Personal Information here: https://www.google.com/intl/en/policies/privacy/. You can also opt-out of Google Analytics here: https://tools.google.com/dlpage/gaoptout.
Finally, we may also share your Personal Information to comply with applicable laws and regulations, to respond to a subpoena, search warrant or other lawful requests for information we receive, or to otherwise protect our rights.
As described above, we use your Personal Information to provide you with targeted advertisements or marketing communications we believe may be of interest to you. For more information about how targeted advertising works, you can visit the Network Advertising Initiative’s (“NAI”) educational page at http://www.networkadvertising.org/understanding-online-advertising/how-does-it-work.
You can opt out of targeted advertising by using the links below: – Facebook: https://www.facebook.com/settings/?tab=ads – Google: https://www.google.com/settings/ads/anonymous – Bing: https://advertise.bingads.microsoft.com/en-us/resources/policies/personalized-ads
Additionally, you can opt out of some of these services by visiting the Digital Advertising Alliance’s opt-out portal at http://optout.aboutads.info/.
DO NOT TRACK
Please note that we do not alter our Site’s data collection and use practices when we see a Do Not Track signal from your browser.
If you are a European resident, you have the right to access the personal information we hold about you and to ask that your personal information is corrected, updated, or deleted. If you would like to exercise this right, please contact us through the contact information below.
Additionally, if you are a European resident we note that we are processing your information in order to fulfill contracts we might have with you (for example if you make an order through the Site), or otherwise to pursue our legitimate business interests listed above. Additionally, please note that your information will be transferred outside of Europe, including to Canada and the United States.
When you place an order through the Site, we will maintain your Order Information for our records unless and until you ask us to delete this information.
For more information about our privacy practices, if you have questions, or if you would like to make a complaint, please contact us by e‑mail at [email protected] or by mail using the details provided below:
Projectmaterials.com [Re: Privacy Compliance Officer] Envestis Holding SA, Via Serafino Balestra 33, 6900 Lugano, Switzerland
By participating in an Online Auction, you consent to be bound by these Online Auction Terms and Conditions of Sale in addition to our general terms and conditions as well as any additional terms that may be imposed by the seller or announced at the auction, included within the Additional Info and/or set forth on individual asset lot pages.
For the purposes of these Terms and Conditions, we refer to any person or entity offering to buy goods as a “buyer” regardless of whether any contract of sale is concluded.
In the event of a conflict between these Terms and Conditions and the User Terms and Condition Agreement, these Terms and Conditions shall prevail.
Auctioneer’s Role In Online Auctions
For the purpose of the Online Auctions, Envestis Holding SA Lugano Switzerland will be the auctioneer and agent for the seller (the “Auctioneer”) and will sell goods to a buyer. The Auctioneer may at its discretion or upon the instruction of the seller:
(a) alter or withdraw all or any lots up to the moment at which such lot(s) are indicated as “SOLD” (the “Announcement of Sale”);
(b) where a reserve has been placed on any lot, withdraw that lot in the event that the highest bid price at the end of the Online Auction does not meet the reserve;
(c) bid for any lot or lots offered for sale at the Online Auction on its own account or on behalf of third parties (including on behalf of sellers but, if on behalf of sellers, not at or in excess of the reserve price); and/or
(d) combine (including in bulk), sub-divide or amend a lot or lots as the Auctioneer deems appropriate.
Envestis Holding SA or an Associated Auctioneer may participate as sellers in Online Auctions from time to time. Buyers agree that Envestis Holding SA and/or, where applicable, the Auctioneer may at any time and from time to time without notice:
(i) discontinue an Online Auction either temporarily or permanently; or
(ii) extend an Online Auction beyond the period indicated on the website.
Unless otherwise indicated, all lots are offered subject to a reserve, which is the confidential minimum price below which a lot will not be sold. The reserve price may be decreased by the Auctioneer or seller at any time before or during the auction.
The reserve price may be decreased to the level of the highest auto bid if that bid is below the current reserve price with the effect that the highest auto bid may be accepted.
Subject to the reserve price (if any) being met, each lot shall be sold to the highest bidder. All sales are final. In the event of any dispute arising between buyers, such dispute shall be dealt with in such manner as the Auctioneer may in its absolute discretion determine.
The Auctioneer reserves the right to resell any lot in dispute by putting it up for auction again. The Auctioneer reserves the right to rescind any sale for any reason in which case the buyer’s sole remedy shall be the refund of the amount of the purchase price and any Buyer’s Premium actually paid.
The completion of a sale shall be indicated on the website by showing the item as “SOLD” online – if an Online Auction for a lot closes without the lot being sold, it will show as “CLOSED”, if a lot is withdrawn, it will show as “WITHDRAWN”. Other similar terminology may be used.
Bidding shall be regulated by the Auctioneer in such manner as it may think fit and, without prejudice to the generality of the foregoing, the Auctioneer may without ascribing any reason, therefore, refuse to accept any bid or may facilitate automatic bids on behalf of buyers during the Online Auction process.
The website will show a separate Additional Info for each Online Auction which will stipulate a payment date (“Payment Date”) for each lot in an Online Auction and the date by which the goods will have to be removed by the successful buyer (“Clearance Date” or “Removal Date”) and certain other terms and conditions which form part of these Terms and Conditions.
The buyer will pay to the Auctioneer such premium (“Buyer’s Premium”) on the Announcement of Sale as stipulated in the Additional Info for the Online Auction in question to which will be added any applicable value added tax or the equivalent or similar sales taxes in the relevant jurisdiction at the current rate. The Buyer’s Premium is not negotiable and is payable by all buyers. The Auctioneer, when acting as agent for the seller, may also receive a commission from the seller.
Unless otherwise provided for in the Additional Info for the Online Auction in question, immediately after the Announcement of the Sale, the successful buyer shall pay a 25% deposit towards the purchase price. Where applicable, buyers expressly authorize Envestis Holding SA and/or the Auctioneer to charge buyers’ credit cards for the amount of such deposit. If a successful buyer fails to make a timely deposit, the Auctioneer and the seller may resell the item in question without notice. In addition, unless otherwise provided for in the Additional Info, the successful buyer shall pay the full purchase price of the lot (including in addition Buyer’s Premium and any value added tax or the equivalent or similar sales taxes) to the Auctioneer on behalf of the seller (in cleared funds) on or before the Payment Date. More information about the applicable taxes may be given in the Additional Info for the Online Auction in question, however, buyers should seek their own tax advice. The buyer agrees that invoices may be issued in electronic form by email.
Payment shall be made in the from the relevant tax authority or the seller and (iii) the relevant tax forms (if applicable).
The buyer is advised to seek its own tax advice. The buyer agrees that invoices may be issued in electronic form by email or otherwise.
Unless otherwise provided for in the Additional Info for the Online Auction in question, the buyer will:
(a) remove lots from the seller’s premises during normal business hours and not later than the Clearance Date/Removal Date for the lot in question and this condition shall be of the essence of the contract;
(b) only remove lots by previous arrangement with, and subject to the supervision of, the Auctioneer or its agent(s) or appointed representative(s);
(c) not be permitted to remove any lots it has purchased from the seller’s premises until all sums due in respect thereof have been paid; [and]
(d) be responsible for the removal and insurance of the purchased lot(s) at its own expense;
(e) where so requested by the seller and/or Envestis Holding SA, provide method statements and/or risk assessments for the removal of the assets to the satisfaction of the seller and/or its appointed representative(s); and
(f) only remove assets in accordance with the instructions of the seller and/or Envestis Holding SA.
If, in the Auctioneer’s opinion, removal of any lot or part thereof will be likely to cause serious damage to the seller’s premises, or any other damage which the buyer is either unable or unwilling to rectify or is being undertaken without an approved “method statement” and/or “risk assessment”, the Auctioneer may by notice to the buyer rescind the sale of such lot or permit the removal thereof from the premises to proceed subject to such conditions as it may think fit to impose. Envestis Holding SA shall have no responsibility to disconnect utilities to the sold asset, including electric, gas, waste and water lines.
The buyer shall provide, or ensure that their agent(s) performing removals on its behalf, provide on demand, evidence of insurance policies reasonably satisfactory to the Auctioneer, Envestis Holding SA and/or the Seller.
Should any party claim possession of or title to all or part of a lot prior to its removal from the seller’s premises, the Auctioneer reserves the right to rescind the sale thereof or to remove or permit the removal thereof from the seller’s premises subject to such conditions as it may think fit to impose.
Should the buyer fail to comply with any of the foregoing requirements the lot or lots which have been subject to an Announcement of Sale to him or any part thereof may, without further notice, be re-offered for sale, destroyed or otherwise disposed of by the Auctioneer in any manner as it shall in its absolute discretion deem fit, and any monies paid shall be forfeited.
Without prejudice to any claims that the Auctioneer and/or the seller may have against the buyer for breach of contract or otherwise the buyer will become liable from the Clearance Date/Removal Date for all storage, security and administration expenses and the cost of and incidental to re-selling and/or otherwise disposing of uncleared items.
The buyer acknowledges that the seller’s facility is a potentially dangerous place. Flammable, noxious, corrosive and pressurized substances may be present. Heavy equipment may be operated, and electrical circuits may be live.
Every person enters the site at his or her own risk with notice of the condition of the premises and the activities that will be or have been conducted on the premises. Buyers shall so advise their agents and employees. No person shall have any claim against Envestis Holding SA, the Auctioneer, the seller or their respective agents or employees for any injuries sustained or for damages to or loss of property that may occur at the site. Nothing in this clause shall limit or exclude liability for death or personal injury resulting from the negligence of Envestis Holding SA, the Auctioneer or the seller.
Buyer’s Responsibilities And Conduct
By placing a bid on a lot, the buyer represents, warrants and undertakes that it has the authority and capacity to enter such bid and close the transaction and that any bid that it makes constitutes an irrevocable offer to buy the lot in question for the full amount of the bid.
International Statutory Compliance Exclusion
(a) It is expressly brought to the buyer’s attention that, at the time of sale, any item of plant, machinery or equipment contained in the lot(s) may not necessarily comply with the Health and Safety at Work Etc. Act 1974, Environmental Protection Act 1990 or any other UK and/or EC Acts, Regulations, Directives or their applicable laws or equivalent or similar laws in any relevant jurisdiction or; and could contain blue or white asbestos, hazardous substances, dangerous chemicals etc. which if not handled correctly during their removal from a site could be in breach of the Health & Safety at Work Etc. Act 1974, Control of Substances Hazardous to Health Regulations 2002 or any other current legislation covering the use of such substances in a working environment in the UK, the EC, the United States or any other relevant jurisdiction. [Envestis Holding SA has no duty to remove any hazardous substances that are contained in or are a part of any asset.]
(b) The buyer undertakes to:
remove, ship and use any purchased plant and equipment within the EU or any other relevant jurisdiction in a way that does not contravene any relevant legislation and in full compliance with all applicable health and safety standards and regulations;
comply with all current applicable legislations in any relevant jurisdiction and reasonable instructions by the Auctioneer in relation to the removal/disposal of waste including hazardous waste.
The buyer agrees to comply with all applicable export or import control or related laws or regulations and not to violate any applicable local, state, national or international law, statute, ordinance, rule or regulation. Buyers acknowledge that the Auctioneer is not the exporter of any asset unless expressly stated. The Auctioneer gives no representation or warranty concerning and has not conducted any investigation to ascertain which items, if any, constitute, for example, “Restricted Technology” for US law purposes or whose export is otherwise restricted under applicable law. The Auctioneer and the seller reserve the right to cancel or rescind any sale in an Online Transaction at any time if either of them determines, in its absolute discretion, that the sale does or may violate applicable export or import control or related laws and regulations.
Transfer Of Risk
Upon the Announcement of Sale, the buyer shall assume all risks in and relating to such lots. The buyer is advised to effect in respect of all such risks arising thereafter any insurance it may consider necessary. The duty of the Auctioneer and/or the seller to make lots available shall be deemed performed upon Announcement of Sale even if a lot is subsequently damaged and/or part thereof has been lost.
Property and title in each lot shall not pass to the buyer until:
(a) full payment, therefore, has been received or (where payment or part payment is
made by cheque) until the cheque(s) in question have been cleared; and
(b) each such lot has been removed from the seller’s premises in its entirety.
a) ALL ASSETS ARE SOLD AS IS, WHERE IS AND WITH ALL FAULTS. ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING THOSE AS TO THE NATURE, QUALITY, QUANTITY, VALUE OR CONDITION OF ANY ASSET, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE HEREBY EXCLUDED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
The buyer acknowledges that any software or intellectual property rights attaching to an asset or assets may not be the property of the seller or capable of transfer by the seller.
Neither the seller, the Auctioneer nor Envestis Holding SA is in any way authorizing the use by the buyer of such software or intellectual property rights and any use of such software or exploitation of such intellectual property rights shall be at the buyer’s sole risk.
b) Illustrations, pictures or videos posted on Envestis Holding SA’ website (the “Site”) or otherwise provided by the seller, the Auctioneer or Envestis Holding SA are for the convenience of the buyers only.
The Auctioneer and /or Envestis Holding SA has used its reasonable endeavors to ensure that the descriptions of each asset(s) appearing on the Site are accurate, but the buyer relies upon such description at its own risk. Buyers should satisfy themselves prior to the sale as to the condition of the asset and should exercise and rely on their judgment as to whether the asset accords with its description at their own risk. Subject to the obligations accepted by Envestis Holding SA under these Terms and Conditions, neither the seller, the Auctioneer nor Envestis Holding SA nor any of their respective employees or agents are responsible for errors of description or for the genuineness or authenticity of an asset.
Where the buyer loads any item of plant, machinery or equipment contained in a lot or lots to remove it from a site, neither the seller nor Envestis Holding SA nor, where applicable, the Auctioneer shall be under any liability whatsoever to the buyer or any third party for any damage however so caused by the removal and the buyer shall be responsible for and indemnify the seller and Envestis Holding SA and, where applicable, the Auctioneer against any damage or loss which the seller or Envestis Holding SA or, where applicable, the Auctioneer may suffer or incur in respect of loss, damage or injury suffered by the buyer’s employees or any third party arising from the removal of the plant, machinery or equipment.
The Auctioneer is acting as agent of the seller in an Online Auction and is not responsible for acts and omissions of the seller or any of the seller’s principals, officers, directors, employees or other agents.
Limitation Of Liability
Neither seller nor Envestis Holding SA nor, where applicable, the Auctioneer shall be liable, in contract, tort (including negligence) or for breach of statutory duty or in any other way for:
- any loss arising from or in connection with loss of revenue, profits, contracts or business or failure to realize anticipated savings or profits;
- any loss of goodwill or reputation; or
- any indirect or consequential losses suffered or incurred by buyer, arising out of or in connection with these Terms and Conditions and any of the actions or events contemplated within them or deriving from a sale of goods pursuant to them (“Relevant Events”).
The aggregate respective liability of seller or Envestis Holding SA in respect of any other loss or damage suffered by a buyer and arising out of or in connection with these Terms and Conditions or arising out of or in any way connected with any Relevant Events, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, shall not exceed (i) in the case of the seller, the amount of the purchase price paid by the buyer; and (ii) in the case of Envestis Holding SA the Buyer’s Premium paid by the buyer, in each case in respect of the goods which are the subject of the claim.
The Buyer undertakes to defend (by counsel satisfactory to Envestis Holding SA) and indemnify Envestis Holding SA and seller and hold Envestis Holding SA and seller harmless from and against any claim, demand, cause of action, liability or expense (including attorneys’ fees and costs) asserted against or incurred by Envestis Holding SA, the seller or any third party in connection with the sale, removal, shipment or use of any purchased assets or a breach by the buyer of these Terms and Conditions.
Nothing in this clause shall limit or exclude liability for death or personal injury resulting from the negligence of seller or Envestis Holding SA or their respective employees or agents.
Notwithstanding any contrary provision in these Terms and Conditions, neither the seller nor Envestis Holding SA limits or excludes its liability in respect of fraud, any breach of section 12 of the Sale of Goods Act 1979 or any other statutory or other liability which cannot be excluded under applicable law.
None of these Terms and Conditions shall be relied upon or be enforceable under the Contract (Rights of Third Parties) Act 1999 by any third party who is not party to these Terms and Conditions.
Choice Of Law And Venue
ALL DISPUTES RELATING TO THESE TERMS AND CONDITIONS BETWEEN BUYERS AND Envestis Holding SA AND/OR THE AUCTIONEER SHALL BE EXCLUSIVELY GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF SWITZERLAND. BUYERS AND Envestis Holding SA AND/OR THE AUCTIONEER HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE SWISS COURTS OVER ANY CLAIMS, DISPUTE OR MATTER ARISING UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS OR THEIR ENFORCEABILITY. EACH BUYER ACKNOWLEDGES THAT Envestis Holding SA AND/OR THE AUCTIONEER WOULD NOT PERMIT THE BUYER TO REGISTER AS A BUYER IF THE TERMS OF THIS CLAUSE 14 WERE NOT VALID, BINDING AND ENFORCEABLE.
Buyers irrevocably consent to any process in any legal action or proceedings arising out of or in connection with these Terms and Conditions or its enforceability being served in accordance with the provisions of these Terms and Conditions relating to the service of notices. Nothing contained in these Terms and Conditions shall affect the right to serve process in any other manner permitted by the laws of the country in which service is to be affected.
In the event that any of the provisions of these Terms and Conditions shall prove to be invalid or null and void, the remainder of the provisions shall not be affected thereby. These Terms and Conditions are drawn up in the English language. If these Terms and Conditions are translated into another language, the English language text prevails.