- 1 The Service and applicable terms and conditions
- 2 The role of the Service Provider
- 3 Registration and qualification to use the Service
- 4 Security
- 5 Listings and Materials
- 6 Selling
- 7 Buying
- 8 Price and payment for Products
- 9 Delivery
- 10 Terms implied into contract between Buyer and Seller
- 11 Transaction fees
- 12 Limitation of Liability
- 13 Termination
- 14 Returns and refund
- 15 Compliance with laws
- 16 General terms
- 17 Trade marks and publicity
- 18 Notices
- 19 Governing law and jurisdiction
These terms and conditions (Terms) set out the terms on which Machinecompare.Com Ltd, a company incorporated and registered in England and Wales with company number 09169101 (the Service Provider) permits the offering, selling and buying of second hand Spare parts of computer and IT equipment and other electrical equipment (the Products) via the website at https://marketplace.machinecompare.com/ operated by the Service Provider ( Website).
1 The Service and applicable terms and conditions
1.1 These terms and conditions (Terms) set out the terms on which Machinecompare.Com Ltd, a company incorporated and registered in England and Wales with company number 09169101 (the Service Provider) permits the offering, selling and buying of second hand Spare parts of computer and IT equipment and other electrical equipment (the Products) via the website at https://marketplace.machinecompare.com/ operated by the Service Provider ( Website).
1.2 The Service Provider provides an online marketplace platform via the Website through which businesses and/or sole traders or other individuals operating in the course of their trade or profession and not as a consumer can offer their Products for sale (Sellers), and businesses and/or sole traders or other individuals operating in the course of their trade or profession and not as a consumer can buy Products ( Buyers). The provision and operation by the Service Provider of the online marketplace platform via the Website is referred to in these Terms as the Service.
1.3 The Service Provider trades solely in the United Kingdom. All transactions that are carried out on the Website shall, and shall be deemed to, take place in the United Kingdom. The Service shall be performed in and from the United Kingdom.
1.4 In these Terms, a reference to a User means any individual who uses the Service and/or the Website either as a Buyer and/or a Seller.
1.5 It is important that the User reads and understands these Terms before using the Service.
1.6 The User represents and warrants to the Service Provider that it is lawfully able to enter into these Terms and does so in the course of operating a trade or profession and not as a consumer and, if the User is agreeing to these terms on behalf on an entity, such as a company the User works for, the User represents that it has legal authority to bind itself and that legal entity to these Terms.
1.7 By creating on account on the Website, the User will be asked to review and confirm its agreement to these Terms, which it shall do by clicking "Accept". Upon acceptance a contract will come into existence between the Service Provider and the User, on the basis of these Terms (as they may be modified from time to time).
1.8 The Service Provider reserves the right to change these Terms at any time. Amendments will take effect when the revised terms are posted on the Website. However, the Terms which are in place at the time at which a particular transaction becomes binding on a User will apply in relation to the Buyer and Seller in respect of that transaction.
1.9 The Website is aimed solely at facilitating the sale of Products by business Sellers to Buyers.
1.11 The User's attention is drawn in particular to the following clauses in these Terms:
1.11.1 Clause 5 (Listings and Materials);
1.11.2 Clause 8 (Price and payment for Products);
1.11.3 Clause 9 (Delivery);
1.11.4 Clause 11 (Transaction fees);
1.11.5 Clause 12 (Limitation of Liability); and
1.11.6 Clause 13 (Termination).
2 The role of the Service Provider
2.1 The Website is an electronic "marketplace" platform on which Sellers may sell Products, and Buyers may buy Products.
2.2 The Service Provider is not and will not become party to the contract for the transaction concerning the sale or purchase of any Products and at no stage does the Service Provider buy or sell or purport to buy or sell any of the Products displayed on the Website.
2.3 The contract for the sale and purchase of any Products made via the Website will be entered into directly between the Buyer and the Seller of such Products on the basis set out in these Terms.
2.4 The Service does not include any auction processes and the Service Provider is not a traditional auctioneer.
2.5 Any dispute in relation to the sale of Products will be between the relevant Buyer and Seller. The Service Provider may, at its discretion, offer support in dispute resolution, but it is not obliged to do so. However, the User accepts that the Service Provider has rights to make determinations and issue refunds in accordance with the procedure set out in clause 14.
2.6 The Service Provider does not screen, and accepts no liability in relation to, the Products or the identity of the Users.
3 Registration and qualification to use the Service
3.1 Each User is required to register with the Service Provider by completing and submitting the registration form on the Website. Users shall ensure that all such information is, when provided, and will remain complete and accurate.
3.2 Only persons who are acting in the course of a business, trade or profession (and not as a consumer) are entitled to register on the Website as a User.
3.3 By registering, each User is making a statement, upon which the Service Provider is entitled to rely, that he or she is aged 18 years or older and capable of forming a legally binding contract.
3.4 On occasions, certain Users may be refused access to the Service and/or the Website or may have their account suspended or terminated. Any such refusal, suspension or termination shall be at the Service Provider's sole discretion and the Service Provider is not obliged to give a reason for the same. The Service Provider may at its discretion remove any Products listed by a relevant User prior to such suspension or termination .
4.1 The User is solely responsible in all respects for all use of, and for protecting, the confidentiality of any user authentication details which may be given to, or selected by, the User for use on the Website. The User shall not share these with, or transfer them to, any third party. The User must immediately notify the Service Provider of any unauthorised use of user authentication details or any other breach of security regarding the Service.
4.2 The User shall be responsible for all activity and use undertaken in connection with the Website and/or the Service using a User's user authentication details, irrespective of whether the activity or use is undertaken by the User or any third party. The Service Provider shall not be responsible for any unauthorised access to the Website and/or the Service where such use is made using a User's user authentication details.
4.3 The User acknowledges and agrees that transmissions are never completely private or secure. The User understands that any instructions, messages or information sent when using the Website or the Service may be read or intercepted by others. Any losses suffered, incurred or sustained by the User or any User in transmitting information shall be borne solely and exclusively by the User and in no event shall any such losses in whole or in part be borne by the Service Provider (save to the extent that such losses are caused by the Service Provider's breach of duties owed to the User or any other User in respect of data protection).
4.4 The Service Provider cannot guarantee that the Website or the Service will operate continuously or without interruptions. Interruptions or unavailability could affect selling and buying, and the Service Provider accepts no responsibility for any detrimental effect caused by:
4.4.1 any failure of the Website or Service to operate continuously or without interruptions; or
4.4.2 the Website or Service being unavailable at any time.
5 Listings and Materials
5.1 The Seller shall, at the time of making a listing of Products on the Website (Listing), and at such other times as a Buyer makes a request to purchase the Product and/or as the Service Provider otherwise requires, confirm whether the Products are:
5.1.1 in stock and available to be shipped/delivered (a Confirmed Product); or
5.1.2 are subject to further confirmation regarding stock levels before they can be confirmed as being in stock and available to be shipped/delivered (Unconfirmed Product).
5.2 The Seller may also upload such other information about the Products, including descriptions, CSV data, photographs and other materials (the Listing Information) in order to provide further information about the Products. The Seller grants to the Service Provider a non-exclusive, worldwide, perpetual, irrevocable, royalty-free licence to use all and any Listing Information.
5.3 In order to make a Listing, the Seller is required to submit a CSV file to the Service Provider. The Service Provider may review the CSV file with a view to obtaining the Seller's approval for the Listing thereafter (and by providing such approval, the Seller agrees that it is solely responsible for the contents of such Listing). The Service Provider may contact the Seller (by electronic means or otherwise, including by e-mail, post and/or telephone) to suggest changes to the Listing Information based on the findings from its review of the imported CSV files.
5.4 The Seller further agrees that:
5.4.1 the Service Provider may access the Listing Information and use the same in order to review and analyse such Listing Information in such manner as the Service Provider may determine in its sole discretion (including for running its own statistical analyses); and
5.4.2 the Website is not intended to be a date storage facility and the Seller shall keep its own copies of any data which it uploads to the Website. In the event of any loss or damage to Seller's data, the Seller's sole and exclusive remedy shall be for the Service Provider to use reasonable commercial endeavours to restore the lost or damaged Listing Information from the latest back-up of such Listing Materials maintained by Service Provider or any other relevant contractor from time to time (as appropriate) .
5.5 The Seller warrants and undertakes that the Listing and the Listing Information:
5.5.1 (subject to clause 5.6) are legal, valid, true, accurate and complete in all material respects (and any expression of opinion will be genuinely held);
5.5.2 do not infringe any third party's intellectual property rights or other rights;
5.5.3 will not contain any viruses or other malicious computer programming routines;
5.5.4 do not contain any links to any other websites;
5.5.5 are not defamatory, offensive, inflammatory or likely to harass, upset, alarm or annoy any person; and
5.5.6 do not contain any personal data (as defined in applicable data protection and privacy legislation in force from time to time in the United Kingdom) of any person other than a User.
5.6 Without prejudice to the generality of clause 5.5.1, the Service Provider accepts that, where an Unconfirmed Product is the subject of a Listing, the Listing Information shall be subject to the Seller's confirmation as to availability of the Unconfirmed Product.
5.7 The Service Provider reserves the right to withhold approval of any Listing and/or to remove any Listing from the Website at its absolute discretion.
5.8 Any Listing will be available on the Website to be searched for and viewed by Users for the period starting on the date on which the Service Provider accepts the Listing and publishes it on the Website and ending on the date the Listing is removed (which may be when the Product has been sold or when the Service Provider otherwise removes the Listing).
6.1 Upon a Seller uploading the Listing Information required for a Listing in accordance with clause 5, and the Service Provider accepting the relevant Listing, the Seller:
6.1.1 where the Product is a Confirmed Product, makes an irrevocable offer to sell that Product; or
6.1.2 where the Product is an Unconfirmed Product, shall promptly, and in any event within 24 hours, from the time a Buyer makes a request to purchase the Product or as otherwise required by the Service Provider, provide confirmation as to whether such Unconfirmed Product is in stock and available to be shipped/delivered. Where the Seller confirms the availability of the Product for shipping/delivery, the Unconfirmed Product shall become a Confirmed Product and any relevant provisions set out in these Terms which apply to Confirmed Products shall apply immediately.
6.2 At such time as an Unconfirmed Product becomes a Confirmed Product, in relation to each Confirmed Product which a Seller sells or offers for sale through the Website, the Seller warrants that:
6.2.1 it is the absolute unencumbered legal owner of the Product with the full and exclusive right to sell the Product;
6.2.2 the Product is in working order unless otherwise stated;
6.2.3 in case of the electrical items, the Seller has tested and will evidence that the Product is in working order prior to shipping/delivery;
6.2.4 the Product conforms in all material respects with its description in the Listing Information;
6.2.5 the Product does not contain asbestos or hazardous substances (or to the extent that they do contain any asbestos or hazardous substances, this is disclosed in full in the Listing Information);
6.2.6 no part of the Product is a fixture or fitting which form part of a property over which any third party has any rights; and
6.2.7 the Product may be lawfully sold via the Website and such sale shall not infringe any third party intellectual property or other rights.
6.3 The Seller shall indemnify the Service Provider and any Buyer from and against all liabilities, costs, expenses, damages and losses (including reasonable professional costs and expenses) suffered or incurred by the Service Provider or the Buyer in connection with the Seller's breach of clause 6.2.
7.1 The Service Provider will make it clear to the Buyer at the time of placing an order if the Product being ordered is the Confirmed Product or Unconfirmed Product. The Buyer can only proceed to check out on the Website in respect of a Confirmed Product. [JT1]
7.2 The Buyer can request to be notified by e-mail for a Product to be verified by the Seller within 24 hours. The Service Provider may (but is not obliged to) suggest a different Product to the Buyer if the Unconfirmed Product is not verified by the relevant Seller within 24 hours. The Service Provider shall not be liable to a Buyer for any failure of a Seller to verify an Unconfirmed Product.
7.3 A Buyer's order will be accepted by email sent to the Buyer by the Service Provider on the Seller's behalf ( Order Confirmation), at which point a contract will come into existence between the Seller and the Buyer for the supply of the Product set out in the Order Confirmation ( Contract). If any information in the Order Confirmation is wrong, the Buyer shall notify the Service Provider of the same promptly.
8 Price and payment for Products
8.1 In respect of any transaction which is completed between a Buyer and a Seller, the Buyer shall make payment for the price of the Product via the Website.
8.2 The Buyer can elect to see the price of the Product, and make the payment for the Product, in pound sterling, euros or dollars (or such other currencies as may be supported on the Website from time to time). If the currency the Buyer is viewing the price in is different to that which the Seller has requested the Listing be made in, the price displayed to the Buyer will be indicative only and may change due to fluctuations in the exchange rate. The price to be paid by the Buyer will be fixed and confirmed at the point of the Buyer places it's order with the Website.
8.3 All prices stated on the website include any VAT or other sales tax (if applicable).
8.4 The total price payable for an order will include the total price of all Products in the order and delivery charges (see clause 9 below). However, unless the delivery charges are confirmed, the total price payable by the Buyer may not always be displayed during the checkout process as delivery charges may be confirmed at a later date.
8.5 The Service Provider shall retain the full amount paid (including VAT and delivery costs) from the date of payment unto; the expiry of 7 days from and including the date of delivery ( Payment Holding Period).
8.6 The Buyer shall inspect the Products upon delivery and in any event during the Payment Holding Period. If following such inspection, the Buyer believes that the Product is faulty or otherwise breaches the warranties or assurances given in clause 6.2, it shall notify the Service Provider of such matters within the Payment Holding Period (a Fault Notice).
8.7 If the Service Provider does not receive a Fault Notice within the Payment Holding Period, then the Service Provider shall be entitled release the payment received from the Buyer to the Seller, subject to any deductions in accordance with clause 11.
8.8 If the Service Provider receives a Fault Notice within the Payment Holding Period, then the Service Provider shall be entitled to retain the full amount paid for such further period as it deems appropriate, pending resolution of any dispute in accordance with clause 14.
9.1 The cost of delivery will be as displayed to the Buyer during the checkout process as either confirmed delivery costs or estimated delivery costs.
9.2 The Buyer will pay the costs of delivery at the checkout only in respect of the confirmed delivery costs.
9.3 If the delivery costs are expressed to be estimated, then the Buyer shall not make any payment for delivery charges until the costs of the same have been confirmed with the Buyer. Once the estimated delivery costs have been confirmed, the Buyer will be notified of the confirmed delivery costs by email. The Buyer authorises the Service Provider to charge the Buyer the delivery costs once confirmed.
9.4 The Buyer's order will be processed and dispatched when:
9.4.1 the delivery costs have been confirmed; and
9.4.2 payment has been received.
9.5 When the order is dispatched, the Buyer will receive a dispatch confirmation email from the Service Provider.
9.6 If the supply of the Products is delayed by an event outside of the Seller's control, then the Service Provider will contact the Buyer as soon as possible to let the Buyer know and the Service Provider will take steps to minimise the effect of the delay. The Service Provider will not be liable for delays caused by the event, but if there is a risk of substantial delay the Buyer may contact the Service Provider to end the Contract and receive a refund for any Products the Buyer has paid for but not received.
10 Terms implied into contract between Buyer and Seller
10.1 A Contract comes into effect in accordance with clause 7.3 and will be deemed to include the following terms:
10.1.1 that the Buyer and Seller will comply with their respective obligations in these Terms;
10.1.2 that the Product will comply with the provisions set out in these Terms;
10.1.3 title to the Product will Pass to the Buyer once full payment has been received by the Seller from the Service Provider in accordance with clause 11.1; and
10.1.4 risk in the Product will Pass to the Buyer on delivery of the Product.
11 Transaction fees
11.1 The Seller shall, unless otherwise agreed with the Service Provider, be liable to pay a transaction fee in respect of each Product sold pursuant to a Contract or sold in accordance with clause 11.4 (Seller Transaction Fee), which shall be calculated as follows:
11.1.1 where the Seller has set a fixed price that a Product is to be listed at, 20% of that fixed price;
11.1.2 where the Seller has not set a fixed price and the book value of the Product can be established via the CSV file, the Seller Transaction Fee shall be 20% of the Product's book value;
11.1.3 where the Seller has not set a fixed price and the book value of the Product cannot be established via the CSV file, the Seller Transaction Fee shall be an amount equal to 20% of the Discounted Market Rate. For the purpose of this clause, the Discounted Market Rate means 75% of the actual market value of the Product (as determined by the Service Provider in its sole discretion).
11.2 Seller Transaction Fees are non-refundable. The Service Provider will invoice the Seller upon conclusion of the sale of the particular Product.
11.3 The Service Provider shall, once it has received payment from the Buyer in respect of the Product, be entitled to calculate and deduct the Seller Transaction Fee before transferring the balance of the purchase price of the Product to the Seller. Otherwise the Seller Transaction Fee shall be payable in accordance with clause 11.5.
11.4 Seller Transaction Fees shall be payable in relation to all sales by the Seller of Products which have been the subject of a Listing if the Buyer and Seller were introduced to each other or have otherwise contacted each other through the Website or the Service, whether or not the relevant Products were sold through the Website, and in such circumstances this clause 11 shall apply with the necessary changes having been made to effect such obligations.
11.5 All amounts payable to the Service Provider under these Terms shall be paid in cleared funds by bank transfer to such bank account that the Service Provider shall nominate within 7 days from the date of the Service Provider's invoice.
11.6 The Service Provider shall be entitled to charge interest on any late payment at a rate of 4% above the Bank of England base rate from the date on which the payment becomes overdue until such time as payment is received.
11.7 Payments shall be made in pound sterling or such other currency that the Service Provider may from time to time expressly permit.
11.8 The Service Provider may at any time, without notice, set off any liability of a User to the Service Provider against any liability of the Service Provider to the User, whether liability is present or future, liquidated or unliquidated, and whether or not such liability arises under these Terms. If the liabilities to be set off are expressed in different currencies, the Service Provider may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by the Service Provider of its rights under this clause shall not limit or affect any other rights or remedies available to it under these Terms or otherwise.
11.9 All amounts due under these Terms from a User shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
11.10 All amounts of money referred to in these Terms that are payable to the Service Provider shall be interpreted as being amounts exclusive of VAT, any similar sales tax or any tax that replaces such sales taxes. Any such tax payable in relation to any such amounts shall be paid by the Seller in addition to the Seller Transaction Fees.
11.11 If the Buyer is required under any applicable law to withhold or deduct any amount from the payments due to the Service Provider or the Seller, the Buyer shall increase the sum it pays to the Service Provider or the Seller (as applicable) by the amount necessary to leave the Service Provider or the Seller with an amount equal to the sum it would have received if no such withholdings or deductions had been made.
11.12 Buyers are responsible for any costs of delivery, including any import taxes, duties or permit fees, and any insurance costs in respect of any Products purchased by them, unless otherwise stated on the Listing. Sellers are responsible for any export taxes.
11.13 Some transactions may involve Products being transported by Sellers to locations outside the territory or jurisdiction in which the Products are located. Buyers and Sellers alike must observe and comply with all applicable regulations and legislation, including obtaining all necessary cultural or customs permits and shall co-operate with each other for such purposes.
11.14 Buyers and Sellers shall co-operate with each other and provide such assistance and documentation that the other shall reasonably require for the purpose of importing or exporting the Products
11.15 The Service Provider makes no representation and accepts no liability whatsoever to any Buyer or Seller in respect of the issuance or validity of any exportation or importation permits or the existence and exercise of exportation or importation regulations or any compulsory purchasing regimes.
12 Limitation of Liability
12.1 Nothing in these Terms limits or excludes liability for:
12.1.1 death or personal injury caused by negligence;
12.1.2 fraud or fraudulent misrepresentation;
12.1.3 any other liability that cannot be limited or excluded by law.
12.2 Subject to clause 12.1, the Service Provider will under no circumstances be liable to any person (including any User), whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms for:
12.2.1 any loss of profits, sales, business, or revenue; or
12.2.2 loss or corruption of data, information or software; or
12.2.3 loss of business opportunity; or
12.2.4 loss of anticipated savings; or
12.2.5 loss of goodwill; or
12.2.6 any indirect or consequential loss.
12.3 Subject to clause 12.1, the Service Provider's total liability in contract, tort (including negligence), misrepresentation or otherwise under or in connection with these Terms:
12.3.1 to a User, subject to clauses 12.3.2 and 12.3.3 shall be limited to a maximum amount of £5,000; and
12.3.2 to a Seller in respect of the amount due to the Seller in relation to the sale of a Product shall be limited to its obligation to release funds in accordance with clauses 8.7 and 8.8; and
12.3.3 to a Buyer in respect of the return of a Product and/or refund of the amount paid for the Product shall be limited to its obligation to pay the costs of returns in accordance with clause 14.6.2 and/or refund the relevant amount in accordance with clause 14.7.
12.4 The Service Provider does not give any representations, warranties or undertakings in relation to the Products. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, the Service Provider will not be responsible for ensuring that the Products are suitable for the Buyer's purposes.
12.5 The Service Provider has no control whatsoever over, and accepts no responsibility for, the quality, legality or safety of any Products listed on the website or of any other characteristics upon which a Buyer may rely, including the accuracy of any of the Listings, Listing Information or the capacity of any Seller or any Buyer to transact.
12.6 Each User shall indemnify the Service Provider from and against all liabilities, costs, expenses, damages and losses (including reasonable professional costs and expenses) suffered or incurred by the Service Provider in connection with any claim against the Service Provider by another user of the Website or any other third party as a result of any breach of these Terms or any other contract or legal obligation by such User.
12.7 The Service Provider makes no representations or warranties about the accuracy, completeness or suitability for any purpose of the information and related graphics published on the Website. From time to time the Website may contain technical inaccuracies or typographical errors. All liability of the Service Provider howsoever arising for any such inaccuracies or errors is expressly excluded to the fullest extent permitted by law.
13.1 Without prejudice the generality of clause 3.4, the Service Provider may at its sole discretion issue a warning, temporary suspension, or an indefinite suspension and/or termination of a User's rights to use the Service if:
13.1.1 the User acts inconsistently with and/or in breach of these Terms;
13.1.2 the User violates or attempts to violate any rights of any other user of the Service or third party;
13.1.3 the User engages in any fraudulent activity;
13.1.4 the User fails to make any payments due in accordance with these Terms;
13.1.5 a winding-up order or bankruptcy order is made against the User;
13.1.6 the User passes a resolution or makes a determination for it to be wound up (without a declaration of solvency/except for the purposes of amalgamation or reconstruction, the terms of which have been previously approved in writing by the other party);
13.1.7 the User has appointed to it an administrator or an administrative receiver;
13.1.8 the User, being a partnership, individual or sole trader, has a bankruptcy order made against it or any of its partners;
13.1.9 an incumbrancer takes possession, or a receiver, manager or administrative receiver is appointed, of the whole or any part of the User's assets;
13.1.10 the User ceases or suspends payment of any of its debts, or is unable to pay its debts within the meaning of section 123 of the Insolvency ACT 1986;
13.1.11 any arrangement, compromise or composition in satisfaction of its debts is proposed or entered into in relation to the User;
13.1.12 the User ceases, or threatens to cease, to carry on business;
13.1.13 any event analogous to those described in clause 13.1.5 to clause 13.1.12 occurs in relation to the other party in any jurisdiction in which that other party is incorporated, resident or carries on business; or
13.1.14 the Service Provider has some other reason which it believes justifies issuing a warning or the temporary or indefinite suspension or termination of a User's rights to use the Service (and the Service Provider shall not be obliged to provide such reason).
13.2 Any offers made for a Product and any Products listed by the relevant User prior to such suspension or termination shall automatically be revoked on suspension or termination, unless the Service Provider in its discretion otherwise determines.
13.3 Any of the provisions of these Terms that are expressed to take effect in whole or in part on or after termination, or are capable of having effect after termination, shall remain in full force and effect despite termination, including any obligations under these Terms on the part of the Service Provider or a User arising pursuant to a Contract which came into effect prior to the date of termination.
13.4 Termination of these Terms shall be without prejudice to the accrued rights and remedies of the parties.
14 Returns and refund
14.1 The Service Provider shall not be responsible in any way if any Product sold via the Website proves unsatisfactory to the Buyer. The Service Provider is not party to the Contract for the sale of the Product.
14.2 Under no circumstances will the Service Provider accept the return of any Products directly to the Service Provider.
14.3 There is no right to return any Product unless:
14.3.1 the Product is faulty or otherwise breaches the warranties or assurances given in clause 6.2;
14.3.2 the Buyer is ending the Contract because:
(a) the Service Provider has told the Buyer of an upcoming change to the Product or these Terms;
(b) of an error in pricing or description;
(c) there is a delay in delivery due to events outside the Buyer's control; or
(d) it has a statutory right to do so.
14.4 In order to return the Product, the Buyer is required to serve a Fault Notice in accordance with clause 8.5.
14.5 Where a Fault Notice is served by a Buyer, the Seller will be required to prove that the Product was in a working order before it was collected by a courier.
14.6 The costs of returns shall be paid as follows:
14.6.1 by the Seller:
(a) if the Products are faulty or misdescribed or represented by the Seller;
(b) if the Buyer is ending the Contract in accordance with clauses 14.3.2(a) to 14.3.2(c);
14.6.2 by the Service Provider:
(a) if the Products are faulty, provided that the Seller has proved to the satisfaction of the Service Provider, that the Product was working before delivery;
(b) if the Service Provider has misdescribed or misrepresented the Product and such description or image is not provided by the Seller;
14.6.3 by the Buyer in all other circumstances.
14.7 The Service Provider will refund the Buyer the price the Buyer paid for the Products including delivery costs if (where the responsibility for such costs of return are not to be borne by the Buyer) the Product is faulty or misdescribed, by the method used for payment.
15 Compliance with laws
15.1 Users shall comply with all applicable laws, statutes and regulations in connection with the use of the Service and the Website.
16 General terms
16.1 Save as set out in clause 16.2, these Terms do not give rise to any rights for a third party to enforce any term of these Terms.
16.2 Buyers and Sellers in relation to a particular Product may enforce these Terms as against each other.
16.3 Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between the Service Provider and any other person, constitute any of such persons the agent of another, or authorise any person to make or enter into any commitments for or on behalf of any other of such persons.
16.4 The rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
16.5 Users shall not, without the prior written consent of the Service Provider, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of their rights and obligations under these Terms.
16.6 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
16.7 These Terms, together with any document expressly referred to within their provisions, contains the entire agreement between the parties relating to the subject matter covered and supersedes any previous agreements, arrangements, undertakings or proposals, written or oral, between the parties in relation to such matters or any statements made by any person, including any of employees or agents of the Service Provider. Save for fraud or fraudulent misrepresentation, the Service Provider shall have no liability for any such representation being untrue or misleading.
16.8 The Service Provider will not be in breach of these Terms or otherwise liable for any delay in performance to the extent that any delay or failure is due to circumstances beyond its reasonable control, including acts of god, strikes, lock-outs, any law or any action taken by a government or public authority and other industrial disputes, breakdown of systems or network access, flood, fire, explosion or accident.
16.9 In these Terms:
16.9.1 reference to a clause is to a clause of these Terms, unless the context requires otherwise ;
16.9.2 a reference to one gender includes a reference to the other gender ;
16.9.3 words in the singular include the plural and in the plural include the singular ;
16.9.4 a reference to a person, business and/or individual includes in each case an incorporated or unincorporated body (as the context may permit);
16.9.5 a reference to a statute or statutory provision is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it ;
16.9.6 unless the context otherwise requires, the words including and include and words of similar effect shall not be deemed to limit the general effect of the words which precede them ;
16.9.7 the headings in these Terms are for ease of reference only and shall not affect their construction or interpretation ; and
16.9.8 any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English legal term in that jurisdiction.
17 Trade marks and publicity
17.1 The Service Provider is the proprietor of the Machinecompare.com trade mark and get-up. All other trade marks, product names and company names or logos cited herein are the property of their respective owners. No permission is given by the Service Provider to any User in respect of the use of any such brand names, product names or titles or copyrights and such use may constitute an infringement of the holder's rights.
17.2 The Seller agrees that the Service Provider may use and refer to the name (including corporate name and/or trading styles) of the Seller in such publications (including on the Website) as the Service Provider deems appropriate for the purposes of publicising the Service and the Website. Specifically, the Service Provider may publicise that the Seller has used the Service for the purpose of Listing. The Seller hereby grants to the Service Provider a non-exclusive, worldwide, perpetual, irrevocable, royalty-free licence to use its name, trade marks (registered and unregistered) and branding for such purpose.
18.1 Any notice or other communication given to a party under or in connection with these Terms shall be in writing and shall be sent by email as follows:
18.1.1 in the case of the Service Provider, to [email protected] ; and
18.1.2 in the case of a User, to the email address provided by such User on registering on the Website (as updated via the Website from time to time) .
18.2 Any notice or communication shall be deemed to have been received 24 hours following the time at which the relevant email is sent.
18.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
19 Governing law and jurisdiction
19.1 These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England.
19.2 Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) to which the Service Provider is party arising out of or in connection with these Terms or their subject matter or formation.