Marketplace Terms and Conditions

Version 1.0 Issued 31st May 2024 

Welcome to Salvue! 

WHAT PARTS OF THESE TERMS APPLY TO ME? 

This agreement governs your use of the Salvue Marketplace, accessible at www.salvue.com (Salvue Marketplace) and any goods or services made available through the Salvue Marketplace. By using the Salvue Marketplace, you agree to be bound by this agreement which forms a binding contractual agreement between you, the User, and us, Salvue Ltd (company no. 15536174) having its registered address at 128 City Road, London, England, EC1V 2NX (the Company, we or us). 

The remainder of this agreement is divided into three parts: 

• Part A (All Users), which sets out terms that apply to all Users (including Sellers and Buyers); 

• Part B (Sellers), which sets out additional terms that apply to Sellers, being Users who may register for a Seller Account and/or by virtue of sending a written instruction to sell goods that are mostly damaged, used, surplus or second-hand industrial grade and business goods, machinery and equipment (Listings) through the Salvue Marketplace; and 

• Part C (Buyers), which sets out additional terms that apply to Buyers, being Users who register for a Buyer Account and/or offer to buy goods through the Salvue Marketplace. 

If you intend to use the Salvue Marketplace as a Seller, only Parts A and B of these terms will apply to you. 

If you intend to use the Salvue Marketplace as a Buyer, only Parts A and C of these terms will apply to you. 

When we talk about the “Goods” in this agreement, we are referring to the goods available from Sellers via the Salvue Marketplace. 

1 ELIGIBILITY 

(a) This Salvue Marketplace is not intended for any person who has previously been suspended or prohibited from using the Salvue Marketplace or is declared bankrupt or is accessing on behalf of a company that is under any type of insolvency proceedings or administration. 

(b) If you use the Salvue Marketplace on behalf of a company or organisation you warrant that you have the necessary authority from that company or organisation to do so. If you are registering up on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then “you” and “User” means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Salvue Marketplace on behalf of a Represented Entity, you represent and warrant that you are authorised to do so. 

2 ACCOUNTS 

(a) In order to use most of the functionality of the Salvue Marketplace, all Buyers are required to register and receive an account through the Salvue Marketplace (an Account). 

(b) As part of the Account registration process and as part of your continued use of the Salvue Marketplace, you are required to provide personal information and details, such as your company’s name, email address, first and last name of the contact person, a secure password, company address, mobile phone number, and other information as determined by the Company from time to time. 

(c) You warrant that any information you give to the Company in the course of completing the Account registration process will always be accurate, honest, correct and up to date. 

(d) Once you complete the Account registration, the Company may request extra information and may then in its absolute discretion, choose to accept you as a registered user within the Salvue Marketplace and provide you with an Account. 

(e) the Company reserves the right to contact you about any concerning behaviour by you or to seek a resolution with you. 

(f) the Company may, in its absolute discretion, suspend or cancel your Account for any reason, including for any failure to comply with this agreement. 

3 USER OBLIGATIONS 

As a User, you agree: (a) not to intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment; 

(b) to not share your Account with any third party and that any use of your Account by any third party is strictly prohibited. You must immediately notify the Company of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Salvue Marketplace’s security; 

(c) to not use the Salvue Marketplace for any purpose other than for the purpose of making arrangements to sell or buy Goods, including: (i) you must not use the Salvue Marketplace in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a sale which includes illegal goods, activities or purposes); and 

(ii) you must not use the Salvue Marketplace in connection with any commercial or money-making or other promotional or marketing endeavours except those that are endorsed herein, or as approved in writing by the Company; 

(d) not to act in any way that may harm the reputation of the Company or associated or interested parties or do anything at all contrary to the interests of the Company or the Salvue Marketplace; 

(e) you must not make any automated use of the Salvue Marketplace, and you must not copy, reproduce, translate, adapt, vary or modify the Salvue Marketplace without the express written consent of the Company; 

(f) that the Company may change any features of the Salvue Marketplace or Listings offered through the Salvue Marketplace at any time without notice to you, subject to the terms of this agreement; 

(g) that information given to you through the Salvue Marketplace, by the Company or another User including a Seller, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; 

(h) that the Company may cancel your account at any time, including if it considers, in its absolute discretion, that you are in breach or are likely to breach these terms; and 

4 LISTING INFORMATION 

4.1 WARRANTIES 

By providing any information, materials or other content to the Company (Listing Information), the Seller represents and warrants that: (a) you are authorised to provide the Listing Information (including by being authorised to sell the Goods that you represent you can supply); 

(b) the Listing Information is accurate and true at the time it is provided; 

(c) the Listing Information is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material; 

(d) the Listing Information is not “passing off” of any product or goods; 

(e) the Listing Information does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world; 

(f) and the Listing Information does not breach or infringe any applicable laws. 

4.2 LICENCE 

(a) You grant to the Company a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in any Listing Information for the Company to use, exploit or otherwise enjoy the benefit of such Listing Information. 

(b) You indemnify the Company against all damages, losses, costs and expenses incurred by the Company arising out of any third party claim that your Listing Information infringes any third party’s Intellectual Property Rights. 

4.3 REMOVAL 

(a) The Company acts as a passive conduit for the online distribution of Listing Information and has no obligation to screen Listing Information in advance of it being posted. However, the Company may, in its absolute discretion, review and remove any Listing Information (including links to you, your company’s profile or listings posted on the Salvue Marketplace) at any time without giving any explanation or justification for removing the Listing Information. 

5 SERVICE INTERRUPTIONS AND CANCELLATIONS 

To the maximum extent permitted by law, the Company will have no liability or obligation to you if: (a) a Buyer or Seller cancels at any time prior to acceptance of an offer or bid; or 

(b) for whatever reason, including technical faults, the Goods cannot be supplied, 

and the User will not be entitled to any compensation from the Company. 

6 SERVICE LIMITATIONS 

While we make every effort to ensure that the information on the Salvue Marketplace is as up-to-date and accurate as possible, you acknowledge and agree that from time to time, you may encounter the following issues: 

(a) the Salvue Marketplace may have errors or defects (or both, as the case may be); 

(b) the Salvue Marketplace may not be accessible at times; 

(c) communications sent through the Salvue Marketplace may not be delivered promptly, or delivered at all; 

(d) information you receive or supply through the Salvue Marketplace may not be secure or confidential; and 

(e) any information provided through the Salvue Marketplace may not be accurate or true. 

7 INTELLECTUAL PROPERTY 

(a) The Company retains ownership of all materials developed or provided (or both, as the case may be) in connection with the Salvue Marketplace (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Salvue Marketplace Content) and reserves all rights in any Intellectual Property Rights owned or licensed by it not expressly granted to you. For the sake of clarity, this does not imply any rights in the Goods sold on the Salvue Marketplace, and the Company does not hold any title to the Goods. 

(b) In this clause 7, “Intellectual Property Rights” means all copyright, trade mark, design, patent, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this agreement both in the UK and throughout the world. 

8 THIRD-PARTY CONTENT 

The Salvue Marketplace may contain text, images, data and other content provided by a third party or Seller and displayed on the Salvue Marketplace (Third Party Content). The Company accepts no responsibility for Third Party Content and makes no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of Third Party Content. 

9 THIRD-PARTY TERMS 

(a) If we need to acquire goods or services supplied by a third party, you may be subject to the terms and conditions of that third party terms (Third Party Terms). 

(b) You agree to any Third Party Terms applicable to any goods or services supplied by a third party or any services related to Salvue Marketplace and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms. 

10 DISPUTES BETWEEN USERS 

(a) If any issue or problem relating to the Listings or Salvue Marketplace arises, you must report it to the Company via customercare@salvue.com. The Company will assess the complaint, facilitate and attempt to resolve it quickly and satisfactorily. In the event, the dispute remains unresolved and if the User intends to bring any legal action against the other User, then such complainant User may directly bring the complaint against the such other User. 

(b) The Company reserves the right to hold the escrow funds in relation to a dispute until the dispute is resolved, either by us, the relevant parties or by a mediator or arbitrator. We reserve the right to disperse funds held by us as we see fit, including by providing a Buyer with a refund. 

(c) Any costs you incur in relation to a complaint or dispute will be your responsibility. 

(d) If you have a dispute with the Company, you agree to notify us first and enter into discussion, mediation or arbitration with us for a minimum of a 120-day period before pursuing any other proceedings. 

(e) Notwithstanding any other provision of this clause 10, you or The Company may at any time cancel your Account or discontinue your use of the Salvue Marketplace. 

11 DISCLAIMER 

(a) (Intermediary service) The Company provides a Salvue Marketplace where Sellers can list and sell goods and the Buyers may buy goods which are listed. The Company collects service fees in consideration for providing this intermediary service, facilitate the transaction and running the Salvue Marketplace, and does not have any obligations or liabilities to, and is not a party to any contract between, Buyers and Sellers in relation to such Goods or otherwise resulting from the transaction. The Company charges a commission or service fees for providing its expertise in appropriate Listing and managing the transaction end-to-end basis. 

(b) The Company is simply a marketplace that enables the Seller to offer or sell the Goods and the Buyer to buy the Goods, particularly for the used, refurbished and second-hand industrial grade or business equipment, on an ‘as is, where is’ basis. The Company is not involved in the actual transaction between the Buyers and Sellers. The Company is neither an auctioneer nor a party to the transaction between Buyers and Sellers. 

(c) The Company facilitates the transactions by and way of: researching and listing the Goods in an appropriate market and for targeted Buyers, providing the Salvue Marketplace that allows bids or offers for the Listings, payment, invoicing and treasury processes such as receiving funds from the Buyer and making payments to the Seller, releasing the Goods against the funds, and assisting with storage and transportation. 

(d) (Limitation of liability) To the fullest extent permitted by law, in no event shall the Company be liable for any special, indirect, punitive, cover, incidental or consequential damages, however, caused, whether in contract or tort or under any other theory of liability, including loss of revenue, profits, or business, any loss of goodwill or reputation, or the costs of substitute goods or services, even if the Company or an authorised representative thereof has been advised of the possibility of such damages. In no event shall the total liability of the Company to you for all damages, losses, and causes of action (whether in contract or tort, including, but not limited to, negligence, product liability or otherwise) arising from this agreement, the sale of the Goods, or your use of our Salvue Marketplace exceed, in the aggregate, the total commission or premium earned by the Company from such listing(s) or sale related to such claim. 

(e) (Disclaimer) To the fullest extent permitted by law, our Salvue Marketplace provided by or through the Company is provided on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind, whether express or implied, including, without limitation, implied warranties of non-infringement, merchantability or fitness for a particular purpose. The Goods are sold on an "AS IS, WHERE IS" basis and the Company does not make any guarantees, representations or warranties, express, implied, statutory or otherwise, of any kind whatsoever, including, without limitation, non-infringement, merchantability or fitness for a particular purpose. The Company does not make any warranty that the Goods will properly function or operate when delivered to you nor that it will continue to operate or function for any period after delivery. The Company expressly disclaims any responsibility for any acts or omissions of Buyers or Sellers of the Salvue Marketplace. If you are unhappy with the Salvue Marketplace, your sole remedy is to discontinue using the Salvue Marketplace. The Company will not provide any assistance to Sellers and Buyers in regard to the customs, export, import or any documentation other than as noted in the listing. The Company expressly disclaims the appropriateness of the Good to be exported from, or imported to, any country. Shipping, logistics, transportation, loading, customs, export and import activities, and all associated costs is the sole responsibility of the Buyer unless expressly stated in the listing. 

12 CONFIDENTIALITY 

You agree that: (a) no information owned by the Company, including system operations, documents, marketing strategies, staff information and client information, may be disclosed or made available to any third parties; and 

(b) all communications involving the details of other users on this Salvue Marketplace and of the Seller are confidential and must be kept as such by you and must not be distributed nor disclosed to any third party. 

13 PRIVACY 

You agree to be bound by the clauses outlined in the Company’s Privacy Policy, which can be accessed on the Salvue Marketplace website. 

14 TERMINATION 

(a) Either the Company or the User may terminate the User’s account at any time for any reason. 

(b) If a User wants to terminate their account, they can do so by using the Salvue Marketplace’s functionality where available. Where such functionality is not available, the Company will effect such termination within a reasonable time after receiving written notice from the User. 

(c) If a User’s Account is terminated the User’s access to the Listings on the Salvue Marketplace will be revoked. 

(d) Notwithstanding termination or expiry of your Account, this agreement, or any other membership you hold in connection with the Salvue Marketplace, the provisions of Part A and any other provision in this agreement which by its nature would reasonably be expected to be complied with after termination or expiry, will continue to apply. 

15 TAX 

You are responsible for the collection and remission of all taxes associated with the services you provide or receive or any transactions through your use of the Salvue Marketplace, and the Company will not be held accountable in relation to any transactions between Buyers and Sellers where tax-related misconduct has occurred. The Company will be liable only for any applicable taxes that apply to the Company for providing the services under this agreement. 

16 RECORD / AUDIT 

To the extent permitted by law, the Company reserves the right to keep all records of any and all transactions and communications made on or via the Salvue Marketplace between you and other Users (including conversations, Listings, bidding information, cookies, and I.P. address information) for administration purposes and also holds the right to produce these records in the event of any legal dispute involving the Company. 

17 NOTICES 

A notice or other communication to a party under this agreement must be: (a) in writing and in English; and 

(b) delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond for the purposes of the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party. 

(c) Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given: (i) 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or 

(ii) when replied to by the other party, 

whichever is earlier. 

18 GENERAL 

18.1 GOVERNING LAW AND JURISDICTION 

This agreement is governed by the laws of England & Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England & Wales and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum. 

18.2 WAIVER 

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver. 

18.3 SEVERANCE 

Any term of this agreement that is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected. 

18.4 JOINT AND SEVERAL LIABILITY 

An obligation or liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally. 

18.5 ASSIGNMENT 

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party. 

18.6 COSTS 

Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement. 

18.7 ENTIRE AGREEMENT 

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement. 

18.8 INTERPRETATION 

(a) (singular and plural) words in the singular includes the plural (and vice versa); 

(b) (gender) words indicating a gender includes the corresponding words of any other gender; 

(c) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning; 

(d) (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, a consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity; 

(e) (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee; 

(f) (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it; 

(g) (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time; 

(h) (headings) headings and words in bold type are for convenience only and do not affect interpretation; 

These terms of this PART B shall specifically apply to you if you have instructed the Company to sell your goods to the Buyers via the Salvue Marketplace. 

1 ELIGIBILITY 

(a) You hereby represent that you have read, understood and accepted the Salvue terms, and you will be legally and financially responsible for your use of the Salvue Marketplace and sale of goods. If you choose not to accept the Salvue terms and conditions you may not sell goods via the Salvue Marketplace. 

(b) Represent and warrant that you, your authorised loss adjustor or any authorised third-party have the authority to sell the goods, free and clear of liens, claims or other encumbrances. 

(c) You will provide a written instruction to the Company to proceed with the sale of Goods through the Salvue Marketplace 

(d) The Salvue Marketplace shall be the exclusive listing site for the Goods that you intend to list, and you shall not offer for sale or sell such Goods in any other manner until the earlier of (a) the date such Goods are sold via the Salvue Marketplace or (b) the date you withdraw the Goods from the Salvue Marketplace (but in such event no less than ninety (90) days). 

2 LISTING 

You acknowledge and agree that: (a) you must use your best endeavours to provide as accurate and true and complete Lsting Information as possible for the use in any Listings sold on the Salvue Marketplace. 

(b) When selling titled goods, you shall provide the original copy of each title in advance of the Company making the listing available on the Salvue Marketplace. 

(c) You are the Seller and will remain the Seller throughout the process. At no stage does the Company become the seller or take ownership of the Goods 

(d) You will provide access to the Goods where reasonably requested prior to, during and after the sale for the purposes of the sale only. 

(e) Upon receipt of written communication of the sale outcome, you will either accept or reject the outcome of the sale in writing to the Company without undue delay and at the latest within 5 days from the written communication under this clause. 

(f) Upon your acceptance of the outcome, the approved high bidder will automatically become the Buyer and you will have entered a binding contract to sell the Goods to the Buyer. 

(g) You must take all reasonable steps to provide the Goods as described in the Listing purchased by the Buyer, including by not cancelling any part of an accepted Listing. 

(h) Where applicable, the Seller agrees that the Company will release the original title to the Buyer within 15 days of the Buyer being declared the Buyer and after full payment of Approved Sale Value from the Buyer is received. 

(i) you must deal with any dispute with a Buyer in accordance with clause 10 of Part A; 

(j) The Company reserves the right to allocate funds between a Buyer and a Seller in accordance with: (i) any other agreement between that Buyer and Seller, as notified to the Company; or 

(ii) The Company’s right to disperse funds as it sees fit in circumstances of a dispute (clause 10 of Part A); 

(k) The Company or Buyer shall not be responsible for any risk of loss for the Goods, such responsibility shall remain with the Seller until the Seller receives the fund from the Company on behalf of the Buyer, or if the Seller ships the Goods to the Buyer in whatsoever manner. Once the Seller ships the Goods or receives the funds from the Company against the Goods, the responsibility and risk of loss transfers to the Buyer. The Company is not liable or obligated to hold any insurance to maintain coverage for the Goods, it is sole responsibility of the Users to have appropriate maintenance in place for the Goods. 

3 FEES 

(a) For each Instruction where goods are sold to a Buyer via the Salvue Marketplace, the Company will collect a service fee (Sellers Commission). The Sellers Commission will deemed to be agreed by the Seller, its loss adjustor or any authorised third-party acting on behalf of the Seller. (defined in clause 3 below). 

(b) The Seller will be responsible for paying all service fees, Seller Commission and any additional fees, such as recovery, transportation or storage fees that are required to facilitate the transaction, to the Company which will be deducted from the Approved Sale Value of the Goods. If the Approved Sale Value does not cover these additional fees, the Company will issue an invoice to the Seller for any shortfall and no proceeds will be paid to the Seller until Seller pays the invoice. 

(c) for any Goods, you must only charge each Buyer the amount equal to the approved winning bid amount (Approved Sale Value) for the Listing, the (Approved high bid amount) plus VAT or any other tax where applicable. 

(d) The Company will be paid a Sellers Commission which will be a percentage of the Approved Sale Value amount as agreed with the Seller, plus any service fees due as mentioned above. 

(e) Once a Buyer is approved by the Seller to purchase the Goods described in the Listing, (i) if the Goods are located in the UK, notwithstanding the transaction between Seller and Buyer, the Seller shall raise a VAT compliant invoice directed to the Company upon instruction of the Company in compliance with the Article 14.2.c of the Directive 2006/112/EC. 

(ii) if the Goods are located outside the UK, the Seller shall raise a VAT compliant invoice directed to the Buyer upon instruction of the Company. Such invoice shall be furnished to the Company. 

(f) The Seller instructs the Company, as an escrow account holder, to facilitate receipt of the Approved Sale Value and grants the Company the right, in its own name, to enforce the Sellers right to payment from the Buyer. 

(g) The Company will act as a payment processor and hold the funds in escrow, and will release the proceeds of the sale to the Seller. The proceeds constitutes of the the Approved Sale Value amount minus commission and other deductions according to the Agreement, within a reasonable timescale. The release of the proceeds is subject to: (a) successful pickup of the Goods by the Buyer, (b) receipt of a VAT compliant invoice from the Seller, and (c) no claims or dispute has been raised in accordance with The Company’s terms and conditions. For the purposes of this clause, you understand and agree that 15 days is a reasonable period. The Company reserves the right to hold the Proceeds and disperse this amount, along with other amounts, to you in a bulk monthly payment. The Seller shall not claim any interest to funds in escrow, and it will only accrue to the benefit of the Company. 

4 REFUNDS & CANCELLATIONS 

(a) Without limiting or otherwise affecting the terms of this agreement, if you wish to cancel a Listing before you have fulfilled the requirements of the Listing that a Buyer has agreed to, you must contact us in writing, including providing details as to why you are cancelling. If the Company decides to investigate your request, you must provide assistance and information to the Company as reasonably requested. 

(b) You must ensure that your cancellation policy and refund policy, in relation to your Listings, comply with all applicable laws. 

(c) Without limiting clause 4(d), if we accept your request to cancel the completed sale of the Goods, which is already accepted by you, we may take one or more of the following actions: (i) refund the Approved Sale Value amount to the respective Buyer; and/or 

(ii) require that you pay all or part of the Sellers Commission and issue you an invoice for such an amount. 

(d) The Sellers Commission is by default non-refundable for change of mind. However, the Company may, in its absolute discretion, issue refunds of the Service Fee in certain circumstances. 

(e) You agree to honour and comply with the process set out in this clause 4 in the event of a pricing error on the Salvue Marketplace. 

(f) If the Buyer notifies the Company that the Seller does not make the Goods available by the scheduled pick-up date, the Company will notify both parties and refund the Approved Sale Value to the Buyer within 10 days after the Company sends the notice, if the parties cannot agree to a pick-up schedule. 

5 BYPASSING 

You agree that by providing exclusivity on the sale of the Goods to the Company you will not approach either directly or indirectly potential Buyers or third parties that you come to know about via the Salvue Marketplace 

6 LIMITED POWER OF ATTORNEY 

You hereby appoint the Company, its authorised officers, agents, and representatives as your attorney-in-fact for the sole purpose of executing a sale of Goods on the Salvue Marketplace, if required, to finalize the transfer of ownership from you to the Buyer. The Seller may also nominate a loss adjuster to instruct the Company on the Seller's behalf in relation to the sale of the Goods and to carry out the obligations of the Seller under this Agreement. The Company shall carry out the instructions of any loss adjuster nominated by the Seller as if they were the instructions of the Seller. The Company shall not be liable for any outcome of the decisions of the loss adjustor, and you take the sole responsibility. 

7 BINDING CONTRACT 

You agree that when you accept a bid or offer for purchase of the Goods, this acceptance of the offer will constitute a legally binding contract between you and the bidder/Buyer, where you will provide the Buyer with the Goods described in the Listing in consideration for the Approved Sale Value amount. 

8 WARRANTIES 

By instructing the Company to sell the Goods, you hereby represent and warrant that: (a) you own all rights, title and interest in and to the Goods and you are able to supply the Goods as specified in the Listing Information provided to the Company. 

(b) you have the authority to sell such Goods, free and clear of any liens, claims or other encumbrances (save as explicitly stated in the Listing Information provided to the Company); 

(c) that no Goods listed on the Salvue Marketplace shall be counterfeit, stolen or obtained fraudulently; 

(d) you are solvent and have not made any assignment, proposal or other proceeding for the benefit of your creditors; and 

(e) you will provide the relevant Goods to Buyers in compliance with all applicable laws. 

9 INDEMNITY 

You agree to defend, indemnify and hold harmless the Company, its subsidiaries and affiliates, and each of their respective officers, directors, employees, agents, successors and assigns ("Indemnified Parties") from and against any claim or demand (including tax, reasonable attorneys' and experts' fees and costs) made by any third party, including, but not limited to Buyers, due to or arising out of: (a) your breach of the representations, warranties or covenants set out in this Agreement; 

(b) your violation of any law or the rights of a third party; 

(c) due to or arising from your failure to provide a proper tax invoice and/or certificate of title for the respective Good, where applicable; or 

(d) your and/or Buyer's failure to satisfy any VAT chargeable in relation to a Purchase Contract. For the purposes of these Terms, "VAT" means value added tax as provided for under the applicable taxation laws including the EU VAT Directive 2006/112/EEC or similar tax in countries outside the EU. 

The Company shall promptly notify you in writing of any threatened or actual claim or demand and reasonably cooperate with you to facilitate the settlement or defence thereof. You shall not settle any claim or demand without the written consent of the Indemnified Parties, with such consent not to be unreasonably withheld or delayed. 

10 DEFAULT & TERMINATION 

In the event of default solely attributable to you for the reasons such as: (a) you are in breach of this Agreement or any applicable laws; 

(b) there are liens, claims or other encumbrances on or to the Goods listed on the Salvue Marketplace; 

(c) the Listing Information is fraudulent, incorrect or inaccurate; and 

(d) you have accepted the offer of the Buyer but are unable to deliver the Goods. 

The Company reserves the right to terminate this Agreement immediately. In addition to the liability arising due to the foregoing, you may be demanded from the Company to pay the Company, a sum equal to the value of the Sellers Commission agreed. 

1 SALE METHODS & BIDDING: 

(a) You hereby understand and agree that the Company is merely enabling a marketplace in the form of the Salvue Marketplace for selling the Goods. The Company’s Salvue Marketplace offers various sale methods for selling the Goods, which may change from time to time at the Company’s discretion. (i) Buy Now 

Under the Buy Now method, the Buyer can place an order for the Goods as per the fixed price mentioned in the respective Listing. 

(ii) Offer to Seller 

Under Offer to Seller, the Buyer bids on the Goods and such bid is a legally binding offer to purchase the Goods if (a) your bid meets the minimum price as set by the Seller, (b) your set bid is accepted by the Seller, or (c) seller gives counteroffer and you accept such counteroffer. You shall perform and complete the transaction as per the Listing Information for the Goods. 

(iii) Sealed Bid Online Auction 

You understand that the online auction is different than the traditional auction, and the Company is not an auctioneer. In an online auction, you may place your bid for the Goods, and such a bid is a legally binding offer to purchase the Goods. In Sealed Bid Online Auction, you must submit the bid to the Seller for the Goods before the end time set by the Seller. The Buyers will be ranked in the same position as their bids from high to low, and you may provide subsequent bids higher than the top position bidder. The Seller will select the winning bid and approve the Buyers purchase of the Goods within 5 days after the auction closes. 

(b) (Time Extension method) Sealed Bid Online Auction will have a feature to extend the time interval for the Listings. Any bid that is higher than the market-leading bid placed within the bid extension time before the scheduled end time of the Listing will automatically extend the Listing’s bidding time by 180 seconds. There is no limit on the number of such extensions of the bidding time. 

(c) (Seller Bid Select) The bid selection process will be described in detail on each Listing. For every Sealed Bid and Offer to Seller Listing will use either of the two possible bid selection methods. In each method, once a winning bid is selected, that Buyer will be emailed an invoice by the Company within twenty-four (24) hours, at which time the Seller and winning Buyer are obligated to complete the transaction. These methods include: (i) Seller Bid Select. The winning bid will be selected at the sole discretion of the Seller, which may or may not be the highest bid upon the conclusion of the Listing period. The Seller reserves the right to reject all the bids as well, and despite you being the highest bidder, you hereby understand and agree that the Company does not have any right or authority to demand the Seller to accept any bids. 

(ii) Seller Bid Select with Asking Price. With an Offer to Seller method, the Seller may publish a minimum asking price ("Minimum Price") which will be described in the Listing. The Seller reserves the right to reject the bid that is lower than the Minimum Price. When the Minimum Price is met or exceeded, the Seller will automatically select the highest bid at the close of the Listing period. The Seller reserves the right to reject the bids or select a bid that is the highest bid (which is lower than the Minimum Price) if the Minimum Price is not met. 

(iii) Non-Retractable Bids. The Buyer hereby understands and agrees that the Bids are not retractable except in extraordinary circumstances. The Buyer will review their bids before submitting them. In the event, that the Buyer identifies an error on the Listing, it will inform the Company about the same. The Company reserves the right to approve or deny any bid retraction requests. 

(iv) Binding Bids. The bids are legally binding in nature. At the end of a Listing period, if the Buyer is successful in bidding or selected by the Seller as the 

winning bidder, the Buyer is obligated to complete the transaction with the Seller by paying the Approved Sale Value amount to the Seller. (v) Bids. The final determination of winning bids is determined by the Company. After the winning bid is established by the Company to a particular Buyer and the winning bid is accepted by the Seller, a binding obligation to purchase and sell between the Buyer and Seller is automatically created ("Binding Obligation"). All applicable terms and conditions of this Agreement shall apply to the Binding Obligation. The Company will notify You and Seller about the Binding Obligation by an email or other notification that is generated automatically by the Salvue Marketplace. If the Company deems that any bid is not made in good faith, fraudulent manner, rigged, manipulated, or breaching any law, the Company reserves the right to reject or void any bids. The Company shall have no liability to you as a result of any withdrawal, postponement or cancellation of the Listing.

(vi) Statistical Data of Buyer. The Company may collect statistical data from the Buyer which may include the number of bids placed by the Buyer, the category of products on which the Buyer mostly bids, the Buyer’s performance history of bidding etc, payment history, defaults etc.

2 LISTINGS AND FEES 

You acknowledge and agree that: (a) if you accept a Listing, that will constitute your entry into a contract with the Seller. 

(b) for each Listing that is awarded to you and for which the Goods are located in the UK, upon receipt of the Company’s invoice, you must pay the Approved Sale Value amount to the Company, along with a service fee for enabling the Salvue Marketplace and allowing you to access and use the Salvue Marketplace. Such service fee for the usage of the Salvue Marketplace and introduction to the Sellers is “Buyer’s Premium” which will be a percentage of the Approved Sale Value amount. 

(c) if the Goods are located outside the UK, the Seller will supply an invoice to you via the Company as per the Listing, and the Company will invoice you only for the Buyer’s Premium. You shall pay the Company both the Approved Sale Value amount and the Buyer’s Premium in line with the payment terms of the invoice. You will be solely responsible to settle the Approved Sale Value amount along with any applicable taxes, costs or charges with the Seller. 

(d) the Buyer’s Premium may change from time to time and varies on different Listings on the Salvue Marketplace, and you agree to pay any such Buyer’s Premium as mentioned on the Listing and/or Salvue Marketplace; and 

(e) apart from the Buyer’s Premium, you agree to pay any other applicable fees, penalties, and taxes as applicable; and 

(f) any terms and conditions relating to Goods, or a quote provided via the Salvue Marketplace are solely between you and the Seller and do not involve the Company in any way, except that they must not be inconsistent with either party’s obligations under this agreement. 

3 PAYMENT 

(a) (Payment obligations) Buyers must pay the Approved Sale Value amounts plus Buyer’s Premium via wire transfer in the currency listed in the invoice and must be made in full within 48 hours of the invoice unless otherwise agreed, without set-off, withholding or deduction. 

(b) (Late payment fee/Default) The Company reserves the right to apply a late payment fee to the Buyer, if the Buyer fails to pay the invoice as per the invoice terms. Without prejudice to any right which the Company may have in accordance with any statutory provision or law in force, the Company may charge the Buyer, a daily interest rate of 8% per annum above The Bank of England base rate from time to time, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Such interest will accrue after as well as before any judgment. The Company also reserves the right to charge late 

payment fees and any costs associated with recovering the debt. In the event, that you default in paying the Approved high bid amount (by the due date as mentioned in the Listing) for the Goods which you bought on the Salvue Marketplace, the Company may deem you as defaulting Buyer. The Company may charge you a default fee or penalty in regard to the transaction where you defaulted in the payment. (c) (Associated fees) The Buyer is responsible for any bank charges, forex or currency exchange fees or charges. Any associated fees that are payable to any third party for facilitating the transaction must be paid in full by the Buyer prior to pickup or release of the Goods. 

(d) (VAT) The VAT or applicable tax will be charged on all the Listings where the Goods are located in the UK; The export Buyers will be eligible for an export VAT refund subject to the proof of export documentation (such as customs declaration, bill of lading, export certificate etc.) is received within a 3-month period. 

(e) (Release) You agree to release the Company and its employees and agents in respect of all liability for loss, claims, demands, injury, damages (actual and consequential) of every kind whether known or unknown which may be suffered by any person arising from any act or omission of any third party or Sellers, including any issue with security or performance of the third party or Sellers, or any error or mistake in processing your payment. Each Buyer and/or Seller may enforce the terms of this Agreement against the other party as if it had been agreed directly between the Buyer and Seller themselves. 

(f) (Pricing errors) In the event that we discover an error or inaccuracy in any price at which your order was purchased via the Salvue Marketplace, we will attempt to contact you and inform you of this as soon as possible. Subject to your agreement with the Seller, you will then have the option of purchasing the relevant Goods at the correct price or cancelling your order. If you choose to cancel your order and payment has already been debited, the full amount will be credited back to your original method of payment. 

4 CONDITION OF THE GOODS 

The Buyer hereby agrees and understands that the Goods may be in the condition which can be used, second-hand, damaged or refurbished. The Goods are not necessarily in a new condition unless specified in the respective Listing. The Company has merely enabled a Salvue Marketplace to list the Goods and holds no ownership or title to the Goods. The Company holds no responsibility as to the condition of the Goods and is listed on the Salvue Marketplace on an ‘AS IS AND WHERE IS’ basis. The Buyer shall take appropriate measures to verify the condition of the Goods before placing an order or bidding. 

5 DELIVERY OF GOODS 

(a) The Buyer understands and agrees that the Goods may or may not be located within the UK region and can be located anywhere else in the world. The location of the Goods, delivery or shipping charges, delivery time estimate etc., will all be given in the respective Listings. The Company is not responsible for any import or export of the Goods from or to the UK, and the Buyer shall be solely responsible to procure the Goods from the Seller. 

(b) The Seller shall arrange for the storage of the Goods and keep it ready for the Buyer to pick up from the storage location. Once the Company receives the Approved Sale Value and any associated fees from the Buyer, and the required completed documents from the Seller, the Company will notify both the Buyer and Seller that the Goods are ready for pick-up. 

(c) It will be the responsibility of the Buyer to dismantle, load and ship the Goods, unless otherwise agreed in the Listing Information. The Buyer shall immediately pick-up the Goods from the location as provided by the Seller within a period of 8 working days after the notification from the Company about the pick-up. If the Buyer fails to pick-up within the notified timeline, the Buyer maybe responsible for paying the additional storage fees and transport fees, as applicable. Unless otherwise noted in the Listing Information, the standard additional storage fees are usually £25 per day, beginning on the 9th day after availability of the Goods, with the maximum amount not exceeding £1,500. 

(d) If the Buyer wishes to make any claims in respect of the Goods such as shortage of the Goods in quantity or any other material discrepancies of the Goods against the Listing 

Information must be notified to the Company prior to 5:00pm (time zone of pick up location) on the business day immediately after the pick-up date. If the Buyer fails to notify the Company after the said timelines, it will not be able to claim any rights and hereby waives all the objections in the Goods. (e) If the Buyer notifies the Company that the Seller does not make the Goods available by the scheduled pick-up date, the Company will notify both parties and refund the Approved Sale Value to the Buyer within 10 days after the Company sends the notice, if the parties cannot agree to a pick-up schedule. 

(f) If the Buyer fails to claim or pick up the Goods within a period of 60 days from the pick up notification, the Company will consider such Goods as abandoned goods, and on behalf of the Seller may take appropriate steps to dispose of the Goods, which may be adverse to the Buyer’s intention such as: (a) scrapping the Goods, (b) selling the Goods on the Salvue Marketplace, and if sold, the Company will pay the resale value amount minus Buyers Premium, associated fees and 20% additional administrative fees, or (c) remove and dispose of the Goods. 

(g) The Buyer agrees that the Company will release the original title to the Buyer within 15 days from the Buyer being declared Buyer and after the full Approved Sale Value amount is received from the Buyer. 

(h) The Company or Buyer shall not be responsible for any risk of loss for the Goods, such responsibility shall remain with the Seller until the Seller receives the fund from the Company on behalf of the Buyer, or if the Seller ships the Goods to the Buyer in whatsoever manner. Once the Seller ships the Goods or receives the funds from the Company against the Goods, the responsibility and risk of loss transfers to the Buyer. The Company is not liable or obligated to hold any insurance to maintain coverage for the Goods, it is sole responsibility of the Users to have appropriate maintenance in place for the Goods. 

6 CANCELLATIONS 

(a) The Company will have no liability or obligation to you if a Seller cancels a Listing at any time after you have accepted it and you will not be entitled to any compensation from the Company, including any portion of the Buyers Premium. 

(b) If you wish to cancel the Goods before the Seller has fulfilled the requirements specified in the relevant Listing, you must contact the Seller. If the Company decides to investigate your cancellation, you must provide assistance and information to the Company as reasonably requested. 

(c) If you cancel the Goods, whether the Approved Sale Value amount paid to the Seller is refundable to you in respect of that Goods will depend on the cancellation policy and refund policy of the Seller. 

(d) The Buyer’s Premium is by default non-refundable for change of mind. However, the Company may, in its absolute discretion, issue refunds of the Buyer’s Premium in certain circumstances. 

7 LIMITED POWER OF ATTORNEY 

You as a Buyer on the Salvue Marketplace hereby appoint the Company its authorised officers, agents, and representative as your attorney-in-fact for the sole purpose of executing a purchase of Goods on the Salvue Marketplace, if required, to finalize the transfer of ownership from the Seller to you. This power of attorney will only be effectuated post you have confirmed the purchase of the Goods. The Company and you understand and agree that the Company will not confirm, affirm or bid on any purchase of Goods on your behalf. The Company will only assist in executing the purchase request on your behalf and communicate with the Seller. 

8 INDEMNITY 

You agree to defend, indemnify and hold harmless the Company, its subsidiaries and affiliates, and each of their respective officers, directors, employees, agents, successors and assigns ("Indemnified Parties") from and against any claim or demand (including reasonable attorneys' 

and experts' fees and costs) made by any third party, including, but not limited to Sellers, due to or arising out of: (a) your breach of the representations, warranties or covenants set out in this Agreement this Agreement; 

(b) your violation of any law or the rights of a third party; 

(c) due to or arising from your failure or default to make any payments or amounts due towards a confirmed purchase of the Goods; or 

(d) your improper use of the Salvue Marketplace. 

The Company shall promptly notify you in writing of any threatened or actual claim or demand and reasonably cooperate with you to facilitate the settlement or defence thereof. You shall not settle any claim or demand without the written consent of the Indemnified Parties, with such consent not to be unreasonably withheld or delayed. 

9 LINKED BUSINESSES 

You acknowledge and agree that: (a) the Salvue Marketplace provides links and intermediaries to the Sellers owned and operated by third parties that are not under the control of the Company; 

(b) the provision by the Company of introductions to the Sellers does not imply any endorsement or recommendation by the Company of any Seller; 

(c) The Company does not examine, determine or warrant the certification and/or licensing, competence, solvency or information of any the Seller who uses or is listed on the Salvue Marketplace; and 

(d) any terms and conditions relating to a good or service, Listing or quote provided via the Salvue Marketplace constitute a contract between you and the Seller and do not involve the Company in any way. 

10 COMMUNICATION OUTSIDE THE SALVUE MARKETPLACE 

(a) You must not communicate with a Seller, or request or entice a Seller to communicate with you, outside the Salvue Marketplace (except in the course of accepting the Seller’s goods). 

(b) The Company, in its absolute discretion, may cancel your Account and suspend you from using the Salvue Marketplace if it finds or suspects that you have breached or are in breach of this clause.