BMW M3

Auction terms and conditions of sale

The Seller’s and the Buyer's attention is particularly drawn to the provisions of clause 13 (Limitation of liability).

These terms and conditions, together with any information, notices or other terms set out in a Catalogue, apply to all sales by WB & Sons Ltd to the exclusion of any other terms that the Seller or the Buyer seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. No amendments to these terms will be binding upon WB & Sons Ltd unless accepted in writing by them.

1. Interpretation

The following definitions and rules of interpretation apply in these Terms. 1.1 Definitions:

Auction: an auction sale carried out by the Auction House in respect of which Lots are consigned for sale. Auctioneer: the person who conducts an auction on behalf of the Auction House by accepting bids and

declaring Lots sold.

Auction House: W B & Sons Ltd incorporated and registered in England and Wales with company number 12380917 whose registered office is at Unit 4 Samson Close, Newcastle upon Tyne, NE12 6DX.

Bidder: any person who submits a Bidder Registration Form to allow it to submit bids at an Auction.
Bidder Registration Fee: a registration fee of £50 plus VAT payable by a Bidder to the Auction House in

accordance with clause 11.1.
Bidder Registration Form: the form to be completed by each Bidder in accordance with clause 11.1.

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 whose bid is accepted by the Auction House to conclude the Contract.

Buyer Amount Due: the total amount due by the Buyer being the Hammer Price in respect of the relevant Lot minus the Bidder Registration Fee plus the Buyer’s Commission, any additional charges and expenses due by a Buyer in accordance with these Terms plus any VAT chargeable on any of such sums.

Buyer’s Commission: the percentage of the Hammer Price payable by the Buyer to the Auction House pursuant to clause 12.1.

Catalogue: includes any advertisement, price list, estimate, late entry list or other publication issued by or on behalf of the Auction House on the Website in relation to an Auction.

Contract: the contract for the purchase of a Lot formed pursuant to these Terms between any of the Auction House, the Seller and the Buyer.

Encumbrance: any interest or equity of any person (including any right to acquire, option or right of pre- emption) or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention or any other security agreement or arrangement.

Entry Fees: an entry fee of £50 plus VAT payable by a Seller to the Auction House in accordance with clause 2.1.

Entry Form: the form to be completed by a Seller in relation to each Lot.

Estimated Value: the estimated value of a Lot given by the Seller in the Entry Form.

Excluded Loss: means any of the following: (a) loss of profit; (b) loss of anticipated profit; (c) loss of production; (d) loss of, product use; (e) loss of turnover; (f) loss of business opportunity; (g) loss of goodwill; in each case whether the same shall arise directly or indirectly, or any indirect, special or consequential loss or damage, costs, expense or claims for compensation whatsoever.

Hammer Price: the price in pounds sterling at which a Lot is knocked down by the Auctioneer to a Buyer at the fall of a hammer.

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Lot: any item or items consigned to the Auction House by a Seller with a view to its or their sale at auction. Premises: the premises at which the Auction House is conducting an auction.

Reserve: the minimum Hammer Price, if any, at which a Lot can be sold agreed between the Auction House and the Seller in writing.

Sale: the sale of a Lot by the Seller to the Buyer by the fall of the Auctioneer’s hammer in favour of the highest Bidder.

Sale Proceeds: the net amount payable by the Auction House to the Seller being the Hammer Price, less the aggregate sum of the commission, expenses (if any) payable by the Seller to the Auction House, the Entry Fee (if not paid in advance) and any VAT chargeable.

Seller: the person who offers the Lot to the Auction House for sale.
Seller’s Commission: the percentage of the Hammer Price payable by the Buyer to the Auction House

pursuant to clause 8.1.

Storage Charges: the rate of £5 per day or part thereof.

Terms: these terms and conditions as amended from time to time in accordance with clause 14.6.

Trade Seller: a Seller who has completed and submitted the trade terms and conditions form and has been approved by the Auction House as a trade seller from time to time.

VAT: value added tax chargeable in the UK.
Website: the Auction House’s website at www.wbandsons.com.

1.2 Interpretation:

1. (a)  A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

2. (b)  A reference to a party includes its successors and permitted assigns.

3. (c)  A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

4. (d)  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.

5. (e)  A reference to writing or written includes email.

Seller’s Conditions

2. Registration

1. 2.1  A Seller must complete and submit an Entry Form containing full and accurate details of Lot at least 24 hours before the proposed start time of a live Auction as notified on the Website from time to time. Submission of the Entry Form can be made by email (to enquiries@WBandsons.com), by post or by hand to the Premises. The Auction House is entitled, at its sole discretion, to accept or reject an incomplete Entry Form. The Entry Fee must be paid by the Seller by bank transfer to the account specified on the Entry Form on submission of the Entry Form.

2. 2.2  All relevant information relating to the Lot including, but not limited to, any Encumbrance, any serious damage incurred following an accident or any other information that might impact the value, title or any other aspect of the Lot must be disclosed by the Seller on the Entry Form. In the event that the Seller fails to disclose any relevant information on the Entry Form and this leads to a loss of a sale, the Auction House shall be entitled to retain the Entry Fee.

3. 2.3  If the Seller wishes to retain the registration number of a Lot, the Seller must include this information on the Entry Form. The Seller has sole responsibility completing any paperwork or taking any other actions required to retain the registration number and to obtain a registration number for the Lot prior to the transfer of title to a Buyer. The Auction House shall not in any circumstances have any responsibility in connection

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with the registration number of a Lot and shall have no liability for any costs, expenses or losses incurred by the Seller in the event of it losing the right to a registration number.

3. Seller’s warranties and undertakings

1. 3.1  The Seller warrants to the Auction House and to the Buyer that:

   1. (a)  he is the owner of the Lot or he is duly authorised to sell the Lot; and

   2. (b)  he sells the Lot with full title guarantee and free from all Encumbrances; and

   3. (c)  the Lot corresponds in all respects with the description of the Lot provided by the Seller to the Auction House and the description of the Lot is accurate and not misleading.

2. 3.2  In the event that there is any unsettled finance on a Lot, the Auction House shall be entitled, at its sole discretion, to settle any outstanding sums due to the finance house in order to enable the sale of the Lot. The Auction House shall be entitled to deduct any sums paid by it from the Sale Proceeds together with an administrative charge of £75 plus VAT. In the event that the Sale Proceeds are less than the finance outstanding, the Seller shall be liable to pay any shortfall, plus the administrative charge, to the Auction House and the Seller undertakes to pay any such sums to the Auction House within two Business Days of a request to pay.

4. The Lot

1. 4.1  The accuracy of the description of the Lot is the sole responsibility of the Seller and the Auction House shall not have any liability for any omission, error or misstatement in the description of the Lot in a Catalogue or elsewhere on the Website.

2. 4.2  Acceptance of a Lot for sale at an Auction is at the Auction House’s sole discretion.

3. 4.3  The Seller gives the Auction House the right to photograph any Lot delivered to it for sale, and to use any photographs provided by the Seller from time to time at its absolute discretion.

4. 4.4  The Seller shall, at its expense, deliver or procure the delivery of the Lot, together with all keys, documentation and any other items to be included in the sale, to the Premises prior to the Auction Date.

5. Vehicle Registration

5.1 The Seller of a Lot which is a road going means of transport undertakes to the Auction House that, as at the date of the Auction, either:

1. (a)  the Lot will be registered in the UK, be lawfully usable on the public road and comply with all legislative requirements; or

2. (b)  the Seller has notified the Auction House that the Lot does not or will not meet these requirements, and cannot legally be used on the road.

6. Reserve

1. 6.1  The Seller shall be entitled place a Reserve on any Lot by including the amount on the Entry Form. Once a Reserve has been placed, it cannot be changed without the consent in writing of the Auction House.

2. 6.2  The Auction House may, at its discretion, sell a Lot at a Hammer Price below the Reserve. In the event that a Lot is sold below the Reserve, the Seller shall be entitled to receive Sale Proceeds as if the Hammer Price had been the Reserve.

3. 6.3  In the absence of a Reserve being placed by the Seller, there shall be no obligation on the Auction House to achieve any sale price, regardless of any estimated value being placed on a Lot prior to an Auction. Any estimated value placed on a Lot is an expression of opinion only and the Seller shall not, in any circumstances, have any claim against the Auction House.

4. 6.4  Where a Reserve has been placed, the Seller is not allowed to bid or permit anyone else to bid on its behalf for a Lot entered or owned by it. Only the Auction House shall be entitled to bid on behalf of the Seller. In the event that the Seller purchases its own Lot, it must pay the Buyer’s Commission to the Auction House.

7. Withdrawal of Lot

7.1 The Seller shall be entitled by notice in writing to withdraw its Lot from an Auction. In the event that the Seller withdraws a Lot, the Seller must pay to the Auction House the aggregate sum of the Seller’s Commission and the Buyer’s Commission on:

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1. (a)  the Estimated Value; or

2. (b)  the Auction House’s reasonable estimate of its value as stated in the Catalogue,

whichever is the higher.

7.2 If the Seller withdraws the Lot from the Auction, the Seller must arrange for the collection/removal of the Lot from the Premises at his own expense within two Business Days from the date of withdrawal. If the Seller does not remove the Lot within two Business Days the Seller shall be liable to pay Storage Charges to the Auction House until the date the Lot is removed. The Seller shall not be entitled to remove the Lot from the Premises until any sums due to the Auction House have been paid in full, including any Storage Charges.

8. Sale

1. 8.1  A commission shall be due from the Seller to the Auction House on the Hammer Price of each Lot in the amount of:

   1.  5% plus VAT

   or such other amount as is agreed by the Auction House in writing from time to time. The Seller’s Commission shall be deducted by the Auction House from the monies received from the Buyer in accordance with these Terms or, in the event that such deduction is not possible for any reason, shall be a debt due by the Seller to the Auction House on demand.

2. 8.2  Following the sale of a Lot, the Auction House shall arrange for the transfer of the Sale Proceeds to the Buyer’s bank account set out in the Entry Form within 10 Business Days of receipt by the Auction House of the Buyer Amount Due provided always that:

   1. (a)  the Lot is free from all Encumbrances; and

   2. (b)  the Seller has provided the Auction House with all documentation required by the Buyer to enable the legal transfer of ownership of the Lot to the Buyer.

3. 8.3  In the event that the Lot is subject to any Encumbrances, the Auction House shall be entitled to use any sums received from the Buyer to discharge any Encumbrances and shall pay the net Sale Proceeds, if any, to the Seller within 10 Business Days of receipt by the Auction House of a certificate of discharge from the charge holder.

4. 8.4  If any documentation is outstanding, the Auction House shall be entitled to retain the Sale Proceeds until all documentation has been provided by the Seller.

5. 8.5  Title and risk in the Lot shall with the Seller until receipt of the Sale Proceeds by the Seller.

6. 8.6  If the Buyer fails to pay the Auction House the Buyer Amount Due within 15 Business Days of the Sale, the Auction House shall notify the Seller and take the Seller’s instructions as to the appropriate course of action. The Auction House shall give the Seller any assistance it reasonably requires, without any obligation to incur costs or expenses, to recover the Buyer Amount Due from the Buyer. The Auction House shall not be under any obligation to institute legal proceedings in its own name.

9. No Sale

1. 9.1  The Auction House shall notify the Seller as soon as reasonably practicable following the completion of an Auction if any Lot fails to sell at an Auction. The Seller shall choose, at his discretion, to allow the Auction House to re-offer that Lot for sale at the next Auction, or to collect the Lot and to pay the Expenses and shall notify the Auction House of such decision within 48 hours of receipt of notice by the Auction House.

2. 9.2  If the Seller chooses to collect the Lot and the Lot is not collected by 4 pm on the fourth day after the Auction Date, or such other time as is agreed by the Auction House from time to time, the Seller shall pay Storage Charges to the Auction House.

10. Seller indemnity

The Seller undertakes to indemnify the Auction House, its agents and employees against indemnify the Supplier against all liabilities, costs, expenses, damages and losses and all reasonable professional costs and expenses suffered or incurred by the Auction House arising out of or in connection with any claim made

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against the Auction House arising out of any breach of the Seller’s warranties and undertakings set out in clause 3 or any other obligations of the Seller under these Terms.

Buyer’s Conditions
11. Registration and Auction

1. 11.1  A Bidder must complete and submit a Bidder Registration Form and pay the Bidder Registration Fee to the Auction House on or prior to the Auction Date.

2. 11.2  The Buyer shall be the highest Bidder at the Hammer Price when the Lot is knocked down by the Auctioneer and the Contract between the Buyer to buy and the Seller to sell the Lot shall be formed when the Auctioneer declares the Hammer Price.

3. 11.3  The Buyer acknowledges that:

   1. (a)  the Lot is a used vehicle and its condition may be difficult to verify;

   2. (b)  any information relating to the Lot, including but not limited to its age, condition, history and authenticity has been provided by the Seller and the Auction House has no responsibility for the veracity of any such information;

   3. (c)  it is the Buyer’s responsibility to undertake an inspection of a Lot and satisfy itself that it conforms to the description in the Catalogue;

   4. (d)  no warranties are given by the Seller or the Auction House as to the quality, condition, roadworthiness or fitness for purpose of a Lot.

4. 11.4  Each Bidder shall be deemed to act as a principal unless the Auction House has acknowledged, either through acceptance of the Bidder Registration Form which discloses the true principal, or otherwise in writing, prior to the Auction Date that the Bidder is acting as agent on behalf of a disclosed principal.

5. 11.5  The Auction House is entitled at its absolute discretion to:

   1. (a)  refuse to accept any Bidder Registration Form or any bid;

   2. (b)  advance the bidding as it may decide;

   3. (c)  withdraw any Lot;

   4. (d)  combine any two or more Lots; and

   5. (e)  in the event of any dispute, to put any Lot up for auction again.

6. 11.6  If the highest bid in an Auction is less than the Reserve, the Auction House may notify the Seller of such bid and the Seller may accept or reject the bid at its discretion.

7. 11.7  Where a Lot is illustrated in the Catalogue by a photograph, if the vehicle has a visible registration plate, the registration number will only be transferred with the Lot to the Buyer where the registration number appears in the written part of the description. If the Seller has opted to retain the registration number but the Lot is sold to the Buyer before the formalities of the allocation of a different registration number to that Lot have been completed and a new number has been issued by the DVLA, the Buyer agrees that he will take all steps required to co-operate with the Seller and/or the Auction House, as applicable, to complete the retention of the registration number by the Seller. The Buyer undertakes not to take any steps to register the Lot in his name until the Lot has been issued with a new registration number.

8. 11.8  The Auction House may, at its discretion, execute bids on behalf of a Bidder who is unable to be present in person provided always that any absent Bidder shall have no claim against the Auction House, its employees and agents for any act or omission of the Auction House, its employees or agents in acting as the Bidder’s agent.

12. Payment and removal of Lot

12.1 The Buyer’s Commission shall be due by the Buyer to the Auction House at the following rates based on the Hammer Price of the Lot:

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£1 - £50,000 hammer price:  VAT 7.5% plus VAT

£50,001 and above hammer price: 6% plus VAT

Please not online bidding carries an additional 2.5% plus VAT on the hammer price 

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or such other amount as is agreed by the Auction House from time to time in writing.

2. 12.2  As soon as practicable following a Sale and in any event within 10 Business Days the Buyer shall pay to the Auction House the Buyer Amount Due by bank transfer to the Auction House’s bank account at [ ] or such other account as is notified by the Auction House to the Buyer from time to time in writing.

3. 12.3  If the Buyer fails to pay the Buyer Amount Due in accordance with clause 12.2, the Auction House shall be entitled to:

   1. (a)  charge interest on any sums outstanding by the Buyer at the rate of 5% above the base rate of Barclays Bank PLC; and/or

   2. (b)  to rescind the Sale; and/or

   3. (c)  to resell the Lot or cause it to be resold by public or private sale; and/or

   4. (d)  to retain any other Lot purchased by the Buyer, if any, until all outstanding sums due by the Buyer to the Auction House have been paid; and/or

   5. (e)  to retain the Bidder Registration Fee; and/or

   6. (f)  hold a lien over any property of the Buyer in the Auction House’s possession or located on the Premises.

4. 12.4  Risk and title in the Lot shall pass to the Buyer when the Sale Proceeds are received by the Seller.

5. 12.5  The Buyer shall remove or procure the removal of the Lot within three Business Days of the Auction Date. In the event that the Lot has not been removed within this period, the Auction House shall be liable to pay Storage Charges to the Auction House.

General Conditions
13. Limitation of Auction House’s Liability

1. 13.1  Nothing in these Terms or the Contract limits any liability which cannot legally be limited, including liability for:

   1. (a)  death or personal injury caused by negligence; and

   2. (b)  fraud or fraudulent misrepresentation.

2. 13.2  Subject to clause 13.1:

   1. (a)  the Auction House shall not be liable to the Seller or the Buyer in any circumstances whether in contract, tort (including negligence), breach of statutory duty or otherwise on the part of the Auction House for any Excluded Loss arising under or in connection with any Auction or Contract; and

   2. (b)  the entire liability of the Auction House arising under or in connection with an Auction or a Contract whether in contact, tort (including negligence) breach of statutory duty or otherwise to the Seller shall not exceed the Hammer Price; and

   3. (c)  the entire liability of the Auction House arising under or in connection with an Auction or a Contract whether in contact, tort (including negligence) breach of statutory duty or otherwise to the Buyer shall not exceed the Hammer Price and the Buyer’s Commission.

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14. Miscellaneous

1. 14.1  The Auction House is entitled, at its sole discretion, to refuse any proposed entry to an Auction or any Bidder.

2. 14.2  Agency. Unless it is expressly stated that the Auction House is selling as a principal, the Auction House is acting as an agent for the Seller has no responsibility for any act or omission of the Seller or the Buyer.

3. 14.3  Risk. All Lots are left at the Premises at the Seller’s or the Buyer’s risk and the Auction House shall not be liable for any damage caused to a Lot whilst in its possession on the Premises.

4. 14.4  Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 14.4 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

5. 14.5  Waiver. No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

6. 14.6  Variation. Except as set out in these Terms, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

7. 14.7  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. 14.8  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.