Conditions of Sale

These are the Conditions under which the Auctioneer, acting in its capacity as agent for the Vendor, sells Goods by auction to a Buyer. The following Conditions, together with any special conditions notified to the Buyer, apply to the sale of all Goods at auction and govern the Contract between the Auctioneer, the Vendor and the Buyer.

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions

Auctioneer:

the auctioneer who controls the auction sale and acts as an agent for the Vendor.

Bulk Bales:

high density packs of the Goods.

Business Day:

a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Buyer:

the person or company who purchases the Goods from the Vendor.

Buyer Claim Form:

a claim form signed by or on behalf of the Buyer setting out the Lots which it claims to have bought, the number of Bulk Bales, and the price per kilo.

Conditions:

these terms and conditions as amended from time to time by the Supplier.

Contract:

the contract between the Vendor and the Buyer for the sale and purchase of the Goods in accordance with these Conditions.

Description:

the type and style of the Goods (but not the specific breed) as set out in the catalogue.

Delivery Order:

an instruction to the keeper of the Storage Merchant’s Warehouse for each Lot made in such terms as the Auctioneer shall see fit.

Delaying Event:

an event or circumstance beyond the Vendor’s reasonable control, including an official strike or unofficial general or partial strike of workmen and/or National Emergency in Great Britain or Northern Ireland.

Delayed Goods:

the Goods which keeper of the Storage Merchant’s Warehouse is unable to give delivery of (in whole or part) from the Storage Merchant’s Warehouse as a result of a Delaying Event.

Delayed Invoice:

the invoice for the Bulk Bales comprised in all the Delayed Lots purchased by the Buyer which have not by the date of such invoice been released to the Buyer, including any ancillary charges.

Delayed Lots:

the lots of Goods with an underlined lot number as set out in the Vendor’s catalogue.

Early Release Invoice:

the invoice for the Bulk Bales comprised in one or more Delayed Lots purchased by the Buyer and released to the Buyer before the issue of the Delayed Invoice, including any ancillary charges.

Goods:

the wool as set out in the Vendor’s catalogue.

Haulage Invoice:

the invoice for the carriage charges as are specified in the catalogue in respect of the Lots purchased by the Buyer. Invoices: the Delayed Invoice, Early Release Invoice, Haulage Invoice, or Spot Invoice (as applicable).

Last Day of Grace:

the sixth Business Day after the Prompt Day.

Lot:

the Spot Lots and the Delayed Lots.

Original Weight:

the weight given in the Vendor’s catalogue for the Goods as rendered to the Vendors by their agents on the date given in the catalogue against each Lot.

Original Weight Note:

the form setting out the Original Weight.

Prompt Date:

the date by which full payment of the invoice is due.

Spot Invoice:

the invoice for the Bulk Bales comprised in all the Spot Lots bought by the Buyer, including any ancillary charges.

Spot Lots:

the lots of Goods as set out in the Vendor’s catalogue, except the Delayed Lots.

Sold Weight:

the Original Weight of the Goods comprised in each Lot.

Storage Merchant’s Warehouse:

the Vendor’s warehouse in which the Goods are stored.

Vendor:

British Wool Marketing Board, a public non-financial corporation established under the British Wool Marketing Board Scheme (Approval) Order 1950 and the British Wool Marketing Board Scheme Amendment (Order) 2000 whose office is at Wool House, Sidings Close, Canal Road, Bradford, BD2 1AZ.

1.2 Interpretation

1.2.1 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

1.2.2 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.2.3 A reference to writing or written includes email and fax.

2. Conduct of Sale

2.1 The sale of Goods shall be by auction and under the control of the Auctioneer whose decision on all matters during and after the sale shall be final.

2.2 The Auctioneer may, at its sole discretion and without giving any reason, refuse to accept the bid of any person. No bid shall be retracted without the consent of the Auctioneer.

2.3 Every bid shall be a bid for the Lot offered by way of a price per kilo of the Sold Weight.

2.4 Bids shall advance by not less than a penny per kilo, or as the Auctioneer shall otherwise determine.

2.6 The highest bidder of the Goods will, unless the Lot is withdrawn, be the Buyer. If any dispute arises between the bidders for any Lot and there is no advance in the bidding, the Auctioneer shall determine the dispute. At the point at which the Auctioneer confirms the Lot is sold to the Buyer, the Contract shall come into existence.

2.7 The Buyer of any Lot shall, on request by the Auctioneer, give his name and address to the Auctioneer.

2.8 Any Lots remaining unsold at the end of the auction shall be withdrawn, sold, or otherwise disposed of at the discretion of the Auctioneer.

2.9 Immediately after the auction, each Buyer shall submit to the Auctioneer a signed Buyer Claim Form.

3. Invoices

3.1 Invoices will be rendered to each Buyer which shall make up those charges set out below in clause 3.2. 3.2 Each Invoice for Goods shall include:

3.2.1 the price for the Sold Weight of the Goods;

3.2.2 the charge for containers at the rates shown in the catalogue;

3.2.3 value added tax, if appropriate, at the prevailing rate; and/or

3.2.4 any storage charges and/or administration charges for cheques and printed invoices at the current rates determined by the Vendor from time to time.

3.3 If any Invoice shall be proved to contain an error or omission or shall include a charge for Goods on an approximate weight, then a supplementary invoice or credit note shall be rendered to the Buyer as soon as is practicable and such supplementary invoice or credit note shall, for the purposes of these Conditions, be considered as one Invoice so supplemented.

3.5 All Invoices will be rendered by the Vendor as soon as is practicable, or, in any event 28 days before the Prompt Date, except that Early Release Invoices shall be rendered as soon as is practicable following request from the Buyer.

3.6 A copy of the Original Weight Note for each Lot will be rendered to the Buyer with the relevant Invoice.

3.7 The Buyer shall pay the Invoice in full and in cleared funds by the Prompt Date of the Invoice. Time for payment is of the essence.

3.8 If the Buyer fails to make any payment due under the Contract by the Prompt Date of the Invoice, then the Buyer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the Prompt Date until actual payment of the overdue amount, whether before or after judgment. The Buyer shall pay the interest together with the overdue amount.

4. Payment

4.1 Title to the Goods shall pass to the Buyer only once the Auctioneer has received full payment in cleared funds of all sums due of whatever nature for the Goods, including any applicable storage charges, and the Buyer has removed the Goods from the Storage Merchant’s Warehouse in accordance with clause 6, provided that no Goods shall be released to the Buyer until payment in full has been received.

4.2 Any reference in these Conditions to a payment to the Auctioneer shall include a reference to a remittance, delivered to or advised to the Auctioneer, payable to such a third party (whether or not the Vendor) as the Auctioneer shall from time to time advise to the Buyer in writing.

4.3 The Buyer shall, if so required by the Auctioneer, forthwith pay a deposit to the Auctioneer of up to 25% of the unpaid part of the total value of any Invoice or, if the Invoice is not yet rendered, of an estimated equivalent value such deposit being in part payment of the Invoice.

4.4 Each Invoice, and any storage charges incurred at the date of such Invoice, shall be paid to the Auctioneer in full by way of cleared sterling funds before the close of banking hours on the Prompt Day, being the date shown in the catalogue either as, in respect of the Spot or Haulage Invoices, the Prompt Day or as, in respect of the Delayed Invoices, the Delayed Prompt Day. Any storage charges incurred from the Last Day of Grace shall be invoiced by the Vendor on a monthly basis and shall be paid by the Buyer in full by way of cleared sterling funds within 30 days.

5. Termination

5.1 Without limiting its other rights or remedies, the Vendor may terminate the Contract with the Buyer with immediate effect by giving written notice to the Buyer if:

5.1.1 the Buyer fails to pay any amount due under the Contract by the due date for payment, which includes for the avoidance of doubt any storage charges, any deposit required by the Auctioneer, or if any Invoice has not been paid in full by the Prompt Day; 5.1.2 the Buyer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of being notified in writing to do so; or

5.1.3 the Buyer’s financial position deteriorates to such an extent that in the Vendor's opinion the Vendor’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

5.2 If the Vendor terminates the Contract under clause 5.1, then:

5.2.1 any deposit or other sums paid by the Buyer shall be forfeited to the Vendor; and

5.2.2 the Auctioneer shall be entitled to dispose of or resell the Goods in such manner and at such time as he sees fit without accounting to the Buyer in the event of a sale at a higher or lower price than that originally agreed to be paid by the Buyer. In all cases, the Buyer agrees that any resale price achieved by the Auctioneer in respect of the Goods is commercially reasonable and the Buyer agrees that it shall not be entitled to any part of the proceeds on such disposal or resale.

5.3 If the Vendor terminates the Contract under clause 5.1, the Buyer shall indemnify and keep indemnified the Auctioneer and the Vendor against all liabilities, costs, claims, expenses, damages and losses suffered, incurred, or paid by the Auctioneer and/or the Vendor arising out of or in connection with the termination of the Contract and the disposal or resale of the Goods (including any loss arising out of the resale of the Goods at a lower price than that originally agreed to be paid by the Buyer), provided that any deposit or sums forfeited by the Buyer under clause 5.2.1 shall be credited against such liabilities, costs, claims, expenses, damages and losses.

6. Delivery

6.1 The Buyer shall at his own expense take delivery of the Goods from the Storage Merchant’s Warehouse at or before the end of the Last Day of Grace.

6.2 A Delivery Order shall be issued by the Auctioneer in favour of the Buyer for each Lot as soon as is practicable after payment is received in full for the Lot (including any storage charges due). The Delivery Order shall not be a document of title nor a negotiable instrument. The whole or any part of the instruction comprised in a Delivery Order may be withdrawn, countermanded or amended by and at the absolute discretion of the Auctioneer.

6.3 Unless the Goods shall have been previously delivered they will remain stored at the risk of the Vendors and without payment of rent or any other charge by the Buyer for the period until the Last Day of Grace. If any Goods are destroyed or damaged prior to the Last Day of Grace, the sale of such destroyed or damaged Goods shall be cancelled and any payments made in respect thereof shall be refunded to the Buyer without interest.

6.4 Any Goods which remain at the Warehouse after the Last Day of Grace will be uninsured and at the Buyer’s risk and expense. The Vendors are permitted to charge the Buyer for storage at the rate determined by the Vendor from time to time.

6.5 In the event of a Delaying Event, the Prompt Day relating to the Delayed Goods shall fall on the first or any other day of the duration of the Delaying Event. Unless the Delivery Order relating to the Delayed Goods has been in the possession of the Buyer for a period of 96 hours or more (counting only hours which fall upon a Working Day) before the time at which the Delaying Event commences then:

1. the Prompt Day relating to the Delayed Goods shall be postponed to the third Working Day following the termination of the Delaying Event, and
2. all of these Conditions which are affected or determined by reference to the Prompt Day shall be so affected or determined by reference to the postponed Prompt Day.

6.6 The sale of any Delayed Goods shall remain valid and the duration and the time and date of commencement and termination of the Delaying Event shall, in case of doubt, be determined by the Auctioneer whose decision shall be final.

6.7 The Vendor shall in no way be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Delayed Event.

7. Claims and limitation of liability

7.1 Any claims must be made by the Buyer to the Auctioneer whose decision thereon shall be final.

7.2 Any Description in the catalogue or elsewhere of the Goods comprised in a Lot shall be for indication only and no sale shall be invalidated by reason of any Goods being incorrectly so described and no compensation shall be paid in respect of any faults or errors of such Description. The Buyer shall be deemed to buy the Goods with full notice in all respects of the origin, nature and type of those Goods.

7.3 No claim, whether by the Buyer or the Vendor, shall be accepted in respect of any Goods for which the Sold Weight was determined by reference to the Original Weight for any variations between the weight delivered and the Original Weight unless a manifest error shall be proved. 7.4 No claim shall be accepted in respect of any Goods:

1. where the Bale(s) are not in their original British Wool packaging and labelled with a British Wool bale label;
2. where a representative sample of the Goods has not been provided to the Vendor upon request for inspection and testing, including origin testing;
3. which have been processed or combined with other Goods or are for any reason not in their original state; or
4. after the elapse, in the case of a claim on weight, of two calendar months, or in the case of any other claim, of three calendar months after the Prompt Day relating to those Goods.

7.5 No claim shall be accepted on the weight of Bulk Bales comprised in a Lot unless all the Bulk Bales comprised in that Lot shall be made available to a representative of the Auctioneer and/or of the Vendor for re-weighing.

7.6 Neither the Vendors nor their agents shall be liable or responsible in any way for loss of profits or business nor for any direct, indirect or consequential loss of the Buyer or any other person arising from the use of any Goods comprised in a Lot or from any defect therein.

7.7 The total liability of the Vendors or their agents in respect of any losses arising under or connection with the Contract, whether in contract, tort (including negligence), breach of statutory due or otherwise shall not in all circumstances be limited to 100% of the total Invoice value payable by the Buyer under the Contract.

7.8 Any rights, limitations or remedies contained in these Conditions in respect of a claim shall continue to have full effect and be binding notwithstanding any compromise or waiver of or failure to exercise such rights, limitations or remedies by the Vendors or their agents in respect of that or any other claim or in respect of the Buyer or any other person.

8. General

8.1 Data Protection. The Buyer acknowledges that the Vendor will use any personal information provided by the Buyer or obtained from the Buyer in accordance with the Vendor’s Privacy Policy, which may be updated from time to time. A copy of the Privacy Policy can also be found at www.britishwool.org.uk.

8.2 Governing law. 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.

8.3 Jurisdiction. 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.

8.4 Assignment. The Vendors may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. The Buyer may not assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Vendors.

8.5 Entire Agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

8.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

8.7 Severance. If any provision or part-provision of the Contract 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 the Contract.

8.8 Third party rights. 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.

8.9 Notices. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be 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 sent by fax to its main fax number or primary email address. Any notice or communication shall be deemed to have been received:

8.9.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

8.9.2 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 at the time recorded by the delivery service; or

8.9.3 if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 8.9.3, business hours means 9.00am to 5.00pm on a Business Day. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

British Wool Marketing Board