The following Terms and Conditions of Sale apply to all items offered for sale by VWINME.COM, its officers, agents, employees, successors.

Transcription

1 Terms and Conditions of Sale The following Terms and Conditions of Sale apply to all items offered for sale by VWINME.COM, its officers, agents, employees, successors. Published auctions and offers by VWINME should not be understood as a contractual offer in terms of law, but should be deemed as an invitation to the bidder to submit binding bids. 1. INTERPRETATION 1.1 The definitions and rules of interpretation apply in these Terms and Conditions. Buyer: the person, firm, legal entity, partnership or company who purchases the Goods from the Company, who upon conclusion of a legal transaction, acts for and within its commercial or individual professional duties on behalf of a business. Company: VWINME, A trading division of the Air & Ground Aviation Limited Group. Contract: By placing a bid a contract is formed between the Company and the Buyer for the sale and purchase of the Goods, incorporating these conditions. Delivery Point: the place where delivery of the Goods is to take place. Goods: any product or material provided in the Lot information and agreed in the Contract to be supplied to the Buyer by the Company. 1.2 A reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it. The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to and governed by English Law and the exclusive jurisdiction of the courts of England and Wales will apply. 1.3 VWINME, reserves the right to modify these Terms and Conditions of Sale at any time and any such modification shall become part of these Terms and Conditions of Sale. By participating in a sale, the buyer agrees to be bound by these Terms and Conditions of Sale. 2. APPLICATION OF TERMS 2.1 Subject to any variation under Condition 2.3 below, the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document). 2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract. 2.3 These conditions apply to all the VWINME sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a Director of the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the contract. Nothing in this condition shall exclude or limit the Company's liability for fraudulent misrepresentation. 2.4 The Buyer shall ensure that the terms of its order and any applicable specifications are complete and accurate. 2.5 The Buyer hereby warrants and represents that they are legally able to enter into and form a binding contract by the placing of a bid. When you offer a bid, you are agreeing to purchase the item at that price if you remain the highest bidder. 2.6 The Buyer acknowledges and agrees that all decisions by VWINME with respect to determining auction winners shall be final and binding. 3. LIMITATION OF LIABILITY 3.1 Neither VWINME nor their Seller, shall be liable to the Buyer for any claims for damages, losses, costs, penalties, expenses, legal fees, or for any other liabilities of

2 any nature whether: Arising in contract, tort, or otherwise howsoever caused including without limitation any claims resulting from damage to property caused in whole or in part, directly or indirectly, by the Buyer, its representatives, agents or any third parties arising out of or in connection with the condition, use, operation, transportation, maintenance, possession, rental or sale of the Goods to a third party, negligence, breach of warranty conditions, delay, interruption of business, stoppages of work, failure to warn, operational deficiencies or failures, breakdowns, strikes, acts of God, unavailability of the Goods, or any cause whether avoidable or otherwise (collectively known as "specified claims"). 3.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by Section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract. Goods offered as auction lots are not subject to the Consumer Protection (Distance Selling) Regulations 2000, as amended. 3.3 Nothing in these conditions excludes or limits the liability of the Company: (a) for death or personal injury caused by the Company's negligence; or (b) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or (c) for fraud or fraudulent misrepresentation. 3.4 Subject to condition 10.2 and condition 10.3: (a) the Company's total liability in contract, tort (including negligence or breach of statutory duty),misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and (b) the Company shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever and howsoever caused which arise out of or in connection with the Contract. 4. ASSIGNMENT 4.1 The Company may assign the Contract or any part of it to any person, firm or company. 4.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company. 5. FORCE MAJEURE 5.1 The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 180-days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract. 6. INDEMNITY 6.1 The Buyer shall indemnify, defend, and hold the directors, officers, employees, agents and subcontractors of VWINME and their Seller, harmless from and against any and all specified claims. 6.2 VWINME reserves the right to withdraw any or part of the Goods at any time prior to the completion of a sale. The Buyer will be advised accordingly and at the absolute discretion of the Company, a revised bid may be submitted. 7. PRODUCT INFORMATION 7.1 Information provided by VWINME is not guaranteed and should not be considered

3 as a substitute for the prospective Buyer's due diligence in physically inspecting the Goods. The exact condition of the goods for sale is not known to VWINME and prospective Buyers should therefore note that the information and descriptions listed in advertising material for specific sales are merely for the general identification of the goods and do not represent any characteristics in terms of lawful purchasing. VWINME accepts no responsibility nor makes any warranties regarding the contents of a sale. Information in the Lot and Items descriptions are provided to assist prospective Buyers, but the accuracy of this information is not guaranteed. It remains the prospective Buyer's responsibility to verify the information provided, including but not limited to item description, condition, quantity, estimated weight or other factors that determine the bid price. The Buyer shall be responsible for adherence to safety, licensing and environmental protection requirements as well as for applying for operating permits and export licenses, as appropriate. Where VWINME provides the Buyer with a translation of information and descriptions, VWINME herewith excludes any and all liability for or in connection with the accuracy or completeness of the translation. ADVISORY: USEABLE AIRCRAFT COMPONENTS, ELECTRICAL & ELECTRONIC AND SAFETY EQUIPMENT Prospective Buyers are advised that aircraft components offered in these sales may not currently be certified by the relevant regulatory authorities for use on civil registered aircraft. The Buyer of such components gives an undertaking to VWINME by pressing the "Submit bid" and "Confirm bid" button or providing in writing that these parts will not be offered for onward sale or sold for use on civil registered aircraft unless appropriate certification is obtained from the relevant regulatory authorities, neither shall they be installed on a civil registered aircraft except by a properly certified technician. The successful bidder undertakes to defend and hold VWINME harmless from any and all demands, suits, actions or claims of whatsoever nature arising from or out of violation of this Advisory. Occasionally, VWINME may offer safety equipment for sale. Buyers are hereby advised that such equipment may not be free from defect, and may not have current certification in place to be used for the purpose for which it was originally intended. The Buyer certifies that he/she will obtain any necessary repairs or re-certification needed before putting such safety equipment into use, or before re-selling the equipment as useable. Buyers of electrical and electronic equipment give an undertaking to VWINME by pressing the "Submit bid" and "Confirm bid" button, or providing in writing, that such equipment has not been tested by VWINME or other sources and should not be used without testing to ensure that it can be safely used, unless specifically stated otherwise. If the Buyer is not a trader in electrical and/or electronic equipment or is not qualified to test equipment for safe use, then the Buyer must not purchase these items. HAZARDOUS GOODS VWINME will make every effort to disclose known hazards to potential buyers. The Buyer acknowledges, however, that some goods may contain residual chemicals, friable asbestos, petroleum products, ozone depleting substances or other hazards. Furthermore, some items may have design features that constitute a hazard if warning notices are not heeded. VWINME can accept no liability or responsibility for

4 providing documentation or certification relating to the identification or status of such hazards. The Buyer hereby agrees to defend, indemnify and hold VWINME harmless from and against any and all damages, costs, claims or liability, including legal fees, for any injuries to persons or property of any type whatsoever, occurring during or resulting from the sale, removal, use or operation of the purchased Goods. 8. DESCRIPTION 8.1 The quantity and description of the Goods shall be as set out in the Lot Information on the Company's website VWINME.COM. 8.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. 8.3 VWINME at its absolute discretion reserves the right to determine the method of conducting the sale. Notices from VWINME may be transmitted by , letter, fax or telephone to the postal address, address, fax and telephone numbers provided by the prospective Buyer during registration. All potential bidders are advised to read the information provided in the lot information and the procedures included in these Terms and Conditions of Sale, and to inspect the Goods before bids are submitted. There are no warranties, either expressed or implied, and no returns, exchanges or refunds. All Goods will be displayed for on-site viewing. 9. AUCTION DETAILS 9.1 If you violate these Auction Terms or, in the sole discretion of VWINME suspects you intend to violate these Auction Terms, VWINME may terminate your use of the site, bar you from future use of the site, cancel your order, terminate or refuse to allow your participation in any Auction, or take appropriate legal action against you. An order or bid may be rejected, cancelled or disqualified, or may otherwise not be accepted, by if VWINME determines in VWINME's sole discretion that VWINME has not received sufficient approval, authorisation or verification of a bidder's credentials or that a bidder has not complied with these Auction Terms, VWINME's other agreements or policies, or any other auction rules. Such a rejection, cancellation or disqualification may occur either during an Auction or after the closing of an Auction. Consequently, if your bid is disqualified you will not be successful through an Auction even if your bid is high enough to have won. 9.2 VWINME cannot guarantee that its system for placing, receiving, collecting and tabulating bids over the Internet will be available without interruption, free from errors or other defects. VWINME will not accept any liability with respect to any claim or allegation that a prospective Buyer's bid was not received, properly or effectively processed, or accepted due to technical errors or problems with the auction. 9.3 SEALED BID SALES Unless otherwise stated, sealed bids have to be sent electronically via the VWINME Website. VWINME accepts no liability for bids regardless of origin that are either not received, illegible, not accepted or not processed due to technical difficulties. Sealed bids will only be accepted if received prior to the closing date and time for the specific Lot tendered, and once submitted may not be cancelled, withdrawn or amended, but may be increased. 9.4 BID RETRACTIONS No adjustment will be made to the winning bid due to any error in the bidding process, or any other discrepancy regarding description, condition, quantity, estimated weight or other factors that may influence the final bid price of a Lot.

5 You understand and acknowledge that you cannot revoke or otherwise cancel any bid that you make, but you may use the re-bid function to increase your bid 10 REMOVAL OF GOODS 10.1 A schedule for the removal of the Goods will be specified for each sales event, and the Buyer shall remove all items purchased within the time limit. If, for any reason, removal cannot be completed within the specified time the Buyer shall arrange with VWINME for an extension of time. In the event that VWINME, at its absolute discretion, agrees to an extension of the removal period to accommodate the Buyer's request then the liability and risk of loss or damage to the Goods shall transfer to the Buyer. Prior to the expiry of the extension, if the property is not removed, the Buyer must make arrangements for the continued storage of the property with VWINME. Unless agreed otherwise charges will be applied for property that is stored by VWINME on behalf of the Buyer. 5 per pallet or equivalent per week or part thereof for storage requested by the buyer and authorized by VWINME 10 per pallet or equivalent per week or part thereof for unauthorized storage. Storage periods are calculated from the day following the expiry of the collection period and will be shown in calendar days or weeks; a week is Monday to Sunday. The Buyer shall be responsible for insuring, rigging, loading, securing and transporting purchased Goods, including all costs and risks associated with the removal. In certain situations, unless otherwise stated, VWINME will arrange for a free tailgate loading but will NOT guarantee a specific loading time. In consideration for this "no cost" loading service, the Buyer agrees to release, hold harmless, and waive any and all claims, causes of action, damages (including consequential damages and/or loss of use) or liabilities of any kind against VWINME, its employees, officers, agents or subcontractors. The Buyer is responsible for providing any special to type storage media or transit containers. The Buyer, or his authorised agent, shall be responsible for inspecting and counting the Goods at the time of removal. After this time, claims related to any information provided by the Lot description or Item description will not be accepted. 11. DELIVERY 11.1 Shipping and Delivery is not included in the bid price. It is optional and if it is required the Buyer is required to pay for it in addition to the purchase price for the goods The Company shall arrange for delivery with the Buyer on successful notification of a successful bid The Buyer shall take delivery of the Goods within 10-working days of the Company giving it notice that the Goods are ready for delivery. Thereafter, storage costs shall be charged to the Buyer in accordance with Clause 10 above Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time Subject to the other provisions of these conditions the Company shall not be Liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company's negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180-calender days.

6 11.6 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations: (a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company's negligence); (b) the Goods shall be deemed to have been delivered; and (c) the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance) The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for loading the Goods If the Company delivers to the Buyer a quantity of Goods of up to 10% more or less than the quantity accepted by the Company, the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or short fall and shall pay for such goods at the pro rata Contract rate The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment To assist with removal of the goods VWINME provides information on packing and shipping services, accessible through the Help section of the website. This information is advisory only, and the Buyer shall hold VWINME harmless from all or any claims, actions, and liabilities for damages (including consequential damages and loss of use), arising from the Buyer's selection and use of such packing and shipping services. From time to time VWINME may provide Delivery Information which provides indicative prices for the transportation of typical goods. Such information is for guidance purposes only and is not guaranteed. A Buyer that wishes to make use of this optional delivery service is required to make arrangements on an individual basis with VWINME after they have received confirmation that they have won the auction. The exact price for delivery will be communicated to the Buyer by and will be invoiced separately. Goods will not be dispatched until both the goods and delivery has been paid for. The Buyer, or his authorised agent, shall be responsible for inspecting and counting the Goods at the time of removal. After this time, claims related to any information provided by the Lot description or Item description will not be accepted. 12. ACCEPTANCE 12.1 The Buyer's placement of a bid for purchase of the Goods constitutes acceptance of the said Goods "as is", "where is" and Ex-works. By purchasing the Goods the Buyer is deemed to have examined, or had the opportunity to examine the Goods, and agrees that the Goods are in every particular, fit for the purpose and use required by the Buyer. 13. NON-DELIVERY 13.1 The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary The Company shall not be liable for any non-delivery of Goods (even if caused by the Company's negligence) unless the Buyer gives written notice to the Company of the non-delivery within 7 days of the date when the Goods would in the ordinary course of events have been received Any liability accepted by the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro

7 rata Contract rate against any invoice raised for such Goods. Liability specifically excludes consequential loss, special damages or other indirect loss, however arising The company shall not be liable for any delay in delivery caused by the unavailability of the Buyer at the delivery address or suspension or cancellation of transport services beyond the control of the company and carrier. 14. RISK/TITLE 14.1 The Goods are at the risk of the Buyer from the time of delivery Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of: (a) the Goods; and (b) all other sums which are or which become due to the Company from the Buyer on any account Until ownership of the Goods has passed to the Buyer, the Buyer shall: (a) hold the Goods on a fiduciary basis as the Company's bailee; (b) store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company's property; (c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and (d) maintain the Goods in satisfactory condition and keep them insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company The Buyer may resell the Goods before ownership has passed to it solely on the following conditions: (a) any sale shall be effected in the ordinary course of the Buyer's business at full market value; and (b) any such sale shall be a sale of the Company's property on the Buyer's own behalf and the Buyer shall deal as principal when making such a sale The Buyer's right to possession of the Goods shall terminate immediately if: (a) the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or (b) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or (c) the Buyer encumbers or in any way charges any of the Goods The Company shall be entitled to recover payment for the Goods not withstanding that ownership of any of the Goods has not passed from the Company The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover

8 them 14.8 Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyer's right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer On termination of the Contract, howsoever caused, the Company's (but not the Buyer's) rights contained in this Condition 14 shall remain in effect. 15. PRICE 15.1 The price for the Goods shall be exclusive of any value added tax (or other) and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition at the time payment is due to pay for the Goods VAT is payable by the Buyer according to UK regulations. The Buyer shall supply such documentation as required within the necessary time limits to ensure compliance with VAT and Customs regulations. The company reserves the right to charge additional costs and VAT where this is not provided or /and the nature of the transaction has changed e.g. proof of shipment outside UK within 90-days of delivery/invoice date. 16. PAYMENT 16.1 Payment of the price for the Goods is due in the currency specified on the invoice for same day value on acceptance of the order by the company. There may be a surcharge for credit card and wire transfer payments. The Buyer warrants that the credit (or debit) card used for payment has sufficient funds to cover any bid. Full title does not pass to the Buyer until the Goods have been paid in full in accordance with Clause 14 above Time for payment shall be made on despatch of goods or otherwise as agreed in writing No payment shall be deemed to have been received until the Company has received cleared funds All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Royal Bank of Scotland PLC, accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the UK Late Payment of Commercial Debts (Interest) Act Purchases made through the United Kingdom require payment by BACS or company cheque from companies within the UK, and Wire Transfer (URGENT SWIFT) for companies outside the UK. All payments must be received in GB Pounds Sterling. Banking fees and exchange differences are at the Buyer's expense. Cash payments are not accepted. VAT at the current rate will be added to the purchase price. Buyers who are located outside of the EU and EU buyers that buy from outside their country of registration and who include their VAT number at the time of registration will not be charged VAT. To prove indemnity from VAT charges and to fulfil requirements with the UK Customs and Excise Authority, VWINME requires a copy of the airway bill or bill of lading to be provided after export. If proof of export is not provided VAT at the prevailing rate will be charged and an

9 additional invoice will be raised to recover this amount. If the Buyer fails to pay the full purchase price within the time specified, VWINME, with notice, may at its absolute discretion resell items that are not paid for. The buyer will be invoiced with 25% of the outstanding purchase price (or minimum 100 GBP) as liquidated damages for breach of contract. Furthermore VWINME may at its absolute discretion suspend the Buyer from further activities on the website. In such cases the buyer will be notified. A sale is considered completed when the items have been paid for in full AND when the property has been collected by the buyer or buyer's representative. Property, which is still in storage and for which arrangements for continued storage or removal by the buyer have not been made, will not be considered a completed sale. Property stored beyond the removal deadline will be charged at the rate advised in the section 'Removal of the Goods'. Title in the Goods will transfer to the Buyer only upon payment for and collection of the property. Risk in the Goods will transfer to the buyer only upon full payment. 17. TAXES 18.1 The Buyer shall be liable for all taxes arising from the purchase of items from VWINME. 18. QUALITY 18.1 Lot(s) included are to be sold on a competitive basis and on an As seen and as and where lying basis. The Company does not give any warranty, written or implied as to the condition or reliability of any of the lots offered. Prospective purchasers should satisfy themselves as to the condition of each item offered. The goods are offered with all faults, imperfections and with all error or misstatements of description, measurement, weight, quantity, quality, number or otherwise (whether of a substantial nature or not). Statements made orally or printed are merely matters of opinion, not fact, and therefore the Buyer shall have no claim against the Company or return the goods in respect of any such faults, errors or misstatements. 19. EXPORT TERMS 19.1 Where the goods are supplied for export from the United Kingdom the provision of this clause 19 shall (subject to any special terms agreed in writing between the Company and Buyer) apply notwithstanding any other provision of these conditions The Buyer shall be responsible for complying with any legislation or regulations covering the importation of goods into the country of destination and for the payment of any duties thereon. In particular, if any license or consent of any government or other authority shall be required for the acquisition, carriage or use of the goods for the buyer the buyer shall obtain the same at its own expense and if necessary produce evidence of the same to the company on demand. Failure to do so shall not entitle the buyer to withhold or delay payment of the price. Any additional expenses or charges incurred by the Company from such failure shall be for the Buyers account Where arrangements to apply for export licenses are required, the Buyer shall supply such accurate and complete information in reasonable time to enable this to be obtained prior to delivery. A charge of $ will be levied for Export license applications Unless otherwise agreed in writing between the Buyer and Company, the goods shall be delivered ex-works and the company shall be under no obligation to give the Buyer notice under section 32(3) of the Sale of Goods Act possession has terminated, to recover them.

10 VWINME does not sell Goods to companies, citizens or agents in: Afghanistan, Belarus, Burundi, Peoples Republic of China, Democratic Republic of Congo (Zaire), Côte d'ivoire, Cuba, Eritrea, Haiti, Iran, Iraq, Liberia, Libya, Myanmar (Burma), North Korea, Rwanda, Somalia, Sudan, Syria, Tanzania, Vietnam, Yemen, Zimbabwe, or other countries or individuals that may be subject to embargoes determined by British Export Authorities or the UN. Furthermore, Buyers of Goods from VWINME are prohibited to resell or export the said Goods to the above listed countries, or any other territory, which may become the subject of embargo by the US or UK government at any time in the future. 20. GENERAL 20.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts. 21. COMMUNICATIONS 21.1 All communications between the parties about the Contract shall be in writing; (a) (in case of communications to the Company) to its registered office or such changed address as shall be notified to the Buyer by the Company; or (b) (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Company by the Buyer Communications shall be deemed to have been received: (a) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or (b) if delivered by hand, on the day of delivery; or (c) if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day. 22. WARRANTY 22.1 VWINME disclaims all warranties, expressed and implied, with respect to the Goods including and without limitation any implied warranties of merchantability, fitness for a particular purpose, or freedom from latent defects. The Buyer is reminded that VWINME is neither the manufacturer of the Goods nor an agent of the manufacturer and that the only warranty, if any, with respect to the Goods, is vested with the manufacturer. 23. DISPUTES 23.1 All disputes must be submitted to VWINME in writing and must include the sales event number, the lot number(s), the customer user ID and the invoice number, along with a narrative describing the basis for the dispute. Disputes must be received by the VWINME Customer Helpdesk within 5-working days after collection

11 of the merchandise. Claims related to property condition, minor count discrepancies or buyer's failure to inspect the merchandise prior to bidding/removal will not be accepted. All business transacted between a buyer and VWINME and any dispute or action arising from the application of these Terms and Conditions of Sale shall be exclusively governed by and in accordance with the law of England without regard to conflict of laws, provisions as well as the United Nations Convention on the International Sale of Goods. The English Courts will have exclusive jurisdiction to deal with any disputes arising.