RETAIL ABC LTD - TERMS & CONDITIONS

 

**RETAIL ABC LTD FULL TERMS AND CONDITIONS**

**1. DEFINITIONS**  
In these Terms and Conditions, the following words and expressions shall have the following meanings:
- **"Goods"** means goods listed for sale on the Website or by Retail ABC Ltd;
- **"Business Day"** means any day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business;
- **"Buyer" or "You"** means a User who is registered and approved to buy Goods from Retail ABC Ltd;
- **"Retail ABC," "We," or "Us" or **"Seller"** means Retail ABC Limited;
- **"Force Majeure Event"** means an event including, but not limited to, natural disasters, lockouts or other industrial actions, governmental actions or restrictions, war, terrorism, cyber-attacks, fires, floods, pandemics, infrastructure failures, power failures, strikes, civil commotion, interruptions in electrical or telecommunications services, or delays or failures of the internet or other communication systems necessary for the provision of services;
- **"Services"** means the products and services provided by Retail ABC Ltd, being a trade-to-trade clearance company that allows Users to buy Goods directly;
- **"Website"** means the website maintained by Retail ABC Ltd to provide a secure and functional platform for the sale of Goods.

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**2. CONTRACTS IN PLACE**  
**2.1** A contract exists between Retail ABC and the successful Buyer, whereby the Buyer must pay the price for the Goods, and upon receipt of payment, Retail ABC must authorize the release of the Goods.

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**3. BUYER RESPONSIBILITIES**  
**3.1** Buyers are responsible for:  
**3.1.1** Conducting due diligence on the items they wish to buy, including viewing the item, reviewing all provided descriptions, images, and any available reports, and requesting further information if required;  
**3.1.2** Arranging payment within the specified time;  
**3.1.3** Collecting Goods sold to them in accordance with the terms below.

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**4. THE WEBSITE**  
**4.1** We are responsible for providing a secure and functional trade platform to sell clearance stock, managing the process, marketing, and ensuring the terms are upheld.  
**4.2** We will maintain the Website, although we do not guarantee that it will operate continuously.

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**5. DESCRIPTION OF GOODS**  
**5.1** All Goods are described to the best of Retail ABC’s knowledge based on the information provided by the suppliers. Imperfections may or may not be visible in the provided images or descriptions, and generic images may be used;  
**5.2** You can arrange to view Goods where they are located before placing an offer to buy the stock. Since Goods have been available for inspection before your offer, You agree that no warranty, condition, description, or representation on the part of Retail ABC is given or implied; nor is any warranty, condition, description, or representation implied from anything said by or on behalf of Us.

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**6. QUALITY AND FITNESS FOR PURPOSE**  
**6.1** All sales through the Website are trade-only, and by placing an offer on items, You warrant that You are acting in the course of your business and not as a consumer; The Consumer Rights Act 2015, and other legislation relevant to consumer contracts, does not apply.  
**6.2** Retail ABC does not warrant the quality or fitness for purpose of Goods sold, and any statutory or other warranty, condition, or description expressed or implied as to the state, quality, or fitness of the Goods is expressly excluded to the greatest extent permitted by law;  
**6.3** Buyers agree that all items, including vehicles and machinery, are sold "as seen," and there is no express or implied warranty that they are roadworthy, mechanically or electronically sound, or that they have been maintained in any particular condition;  
**6.4** Given that the sale of our clearance goods is a trade sale, Buyers should anticipate and budget for potential issues, allowing up to 20% of the order value for any necessary post-purchase repairs or maintenance that were not specified in the description;  
**6.5** By placing an offer on our clearance goods, Buyers agree that lot information is provided for convenience only and that they will not rely on lot information when deciding whether or how much to offer;  
**6.6** Retail ABC Ltd carries out a basic check on any trade vehicles to confirm they are not stolen. We rely on information from third parties and do not warrant that such information is correct;  
**6.7** No warranty is given as to a vehicle’s insurance accident history or the correctness of the odometer reading;  
**6.8** Buyers agree that electrical products with batteries or plugs will be checked by a qualified person before use.

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**7. PAYMENT AND COLLECTION**  
**7.1** Buyers must arrange payment for Goods within 24 hours of receiving an invoice.  
**7.2** Title to Goods will only pass on receipt of cleared funds by Retail ABC Ltd;  
**7.3** Buyers must arrange for the collection of Goods within the specified time;  
**7.4** Retail ABC Ltd will not be responsible for any loss or damage to Goods in transit by third parties.

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**8. USE OF THE WEBSITE**  
**8.1** By using the Website, all users agree that they must not disclose any information about or set out on the Website to any third party;  
**8.2** All users agree that:  
**8.2.1** They will not copy or download any of the contents of the Website;  
**8.2.2** They will not upload files to the Website that contain a virus and/or corrupted data and/or development code or scripts;  
**8.2.3** The costs of connecting to the internet to access the Website are the responsibility of the users.

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**9. FORCE MAJEURE**  
**9.1** No party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate the Contract by giving 14 days' written notice to the affected party.

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**10. NOTICES**  
**10.1** Any notice given to a party under or in connection with the Contract shall be in writing and shall be:  
**10.1.1** Delivered by hand or by pre-paid first-class post or other next-working-day delivery service at its registered office (if a company) or its principal place of business (in any other case); or  
**10.1.2** Sent by email to the receiving party's published email address or any email address previously notified.  
**10.2** Any notice shall be deemed to have been received:  
**10.2.1** If delivered by hand, at the time the notice is left at the proper address;  
**10.2.2** If sent by pre-paid first-class post or other next-working-day delivery service, at 9:00 am on the second Business Day after posting; or  
**10.2.3** If sent by email, at the time of transmission or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

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**11. WHOLE AGREEMENT**  
**11.1** Each party acknowledges that these Conditions contain the whole agreement between the parties and that it has not relied upon any oral or written representation made to it by the other or its employees or agents and has made its own independent investigations into all matters relevant to it.

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**12. THIRD-PARTY RIGHTS**  
**12.1** Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

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**13. ARBITRATION**  
**13.1** Buyers and Sellers agree that all claims against Retail ABC Ltd arising at any time in relation to the Goods and/or its rights, duties, or liabilities under contracts with Buyers or Sellers shall be referred to a single arbitrator, who shall be a solicitor admitted in England and Wales. The arbitrator is to be agreed upon by the parties or, in the absence of agreement, to be nominated by the President of the Law Society, in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment of it in force at the time.

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**14. PROPER LAW AND JURISDICTION**  
**14.1** The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.  
**14.2** Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

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**15. SEVERABILITY** 

**15.1** If any provision of these Terms and Conditions is found by any court or other competent authority to be invalid, illegal, or unenforceable for any reason, such provision shall be severed, and the remainder of the Terms and Conditions shall continue in full force and effect.  
**15.2** If any invalid, illegal, or unenforceable provision would be valid, enforceable, and legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to make it valid, enforceable, and legal.

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