Terms and Conditions
IMPORTANT. This is a legal agreement between Cooper Solutions Limited (company number 5168547) whose registered office is at 6 Barford Exchange, Wellesbourne Road, Barford, Warwickshire CV35 8AQ ("we," us" or "our") and the User ("you" or "your") of the used vehicle auction website at URL www.FullAuction.co.uk ("Website").
1.1 In this agreement the following terms and phrases shall have the following meanings:
Advertisement Fee : the price the Seller shall pay us for advertising his or her vehicle on the Website, as set from time to time and located on the Website.
Auction: the process undertaken for the sale and purchase of a Vehicle via the Website
Bid: the price offered by a Bidder for a Vehicle.
Bidder: shall mean a Member who has made a Bid for a Vehicle.
Buyer: the Bidder who made a Successful Bid at the Auction.
Buyer's Fee: the Fee payable by the Buyer for the use of the Services when purchasing the Vehicle via the Website.
Charges: the amounts we charge for the use of the Services as calculated in accordance with our schedule of charges prevailing at the date of a Successful Bid as set out below or as amended from time to time and published on the Website.
Member: a Motor Trader who has registered as a member and set up a membership account and completed a Membership Agreement to our satisfaction in accordance with the Membership Criteria.
Membership Criteria: the documentary and other processes for membership as set out on the Website.
Membership Agreement: the form of agreement as prescribed on the Website made between us and the Member by which the Member is permitted to use the Services.
Motor Trader: a trader being an organisation, or a sole trader being over the age of 18 years, running a motor trade business.
Purchase Price: the price of the Successful Bid (or where below the Reserve Price such other price as shall be agreed between the Seller and the Buyer).
Reserve Price: the minimum price a Seller would be willing to accept for a Vehicle.
Seller: the Motor Trader who is advertising by means of a Vehicle Post and selling the Vehicle on the Website.
Services: the provision of the Website for the advertisement, sale or purchase by way of Auction of a Vehicle.
Terms: shall mean these terms and conditions.
Successful Bid: the highest Bid (at or above the Reserve Price) for a vehicle submitted electronically at the Auction.
Successful Bidder: the Bidder who has made a Successful Bid.
Vehicle: the vehicle offered by the Seller for sale on the Website.
Vehicle Post: The Vehicle description and other contractual information posted by a Seller on the Website.
User: the Member using the Services provided the Website.
2. Status of these Terms
2.1 These Terms are in respect of the provision of the Services supplied to you from time to time in accordance with the membership and use of the Website. The Website is owned and hosted by us. These Terms together with the Membership Agreement, and other policy, standards, use and privacy documentation referred to herein shall constitute the entire agreement between us and shall prevail over your own terms and conditions.
2.2 We may carry out alterations, variations or modifications to these Terms and by using the Website, you confirm that you accept the Terms, as well as any such changes made to these Terms. If you do not agree to these Terms, you must not use our Website. You agree to check these Terms before you Bid for a Vehicle or advertise a Vehicle on the Website.
3. Website Access and Use.
3.1 Access to the Website is restricted to Members. By registering as a Member you confirm that you are a Motor Trader and that you will only access and use the functions of the Website for the purposes of or in connection with the operation of your business.
3.3 When using the Website, you must comply with these Terms.
3.4 A user has no right to register as a Member and the Membership Agreement does not entitle a Member to have access to the Website. We may refuse access to all or part of the Website, suspend and/or cancel or suspend the account of a Member at any time for business and operational reasons.
3.5 You are responsible for making all arrangements necessary for you to have access to the Website. You are also responsible for ensuring that all persons who access the Website through your internet connection are aware of these terms, and that they comply with them.
3.6 We aim to update the Website regularly, and may change the content at any time. If the need arises, we may suspend access to the Website, or close it indefinitely. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.
3.7 Commentary and other content posted on the Website are for general information only and are not intended to amount to advice on which reliance should be placed. You should obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Website. We therefore make no representations, warranties or guarantees, whether express or implied, that such content is accurate, complete or up to date.
3.8 You may use the Website only for lawful purposes.
3.8.1 You may not use the Website:
- In any way that breaches any applicable local, national or international law or regulation.
- In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
- For the purpose of harming or attempting to harm minors in any way.
- To send, receive, upload, download, use or re-use any material which does not comply with our contents standards as set out in clause 4.2.
- To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
- To transmit any data, send or upload any material that contains viruses, trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
3.8.2 You also agree:
- Not to reproduce, duplicate, copy or re-sell any part of the Website
Not to access without authority, interfere with, damage or disrupt:
- any part of the Website;
- any equipment or network on which the Website is stored;
- any software used in the provision of the Website; or
- any equipment or network or software owned or used by any third party.
3.9.1 You must not misuse the Website by introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack.
3.9.2 By breaching this provisions of 3.9.1 you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your use of the Website will cease immediately.
3.9.3 We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Website or your downloading of any material posted on it, or on any website linked to it.
4.1 Should you wish to advertise a Vehicle for sale on the Website you agree to the following:
- You warrant to us that you are the owner or have the right (licence) to use the pictures, logos and text used to in the Vehicle Post and that in uploading any such information to the Website you are providing us with an irrevocable non-exclusive, sub licensable worldwide licence to use, replicate and publicly disseminate the information provided;
- You warrant that you are the owner of the Vehicle or have authority from the owner to sell the Vehicle in accordance with section 12 of the Sale of Goods Act 1979;
- You agree to sell the Vehicle in accordance with the Auction process as set out in clause 5 below or as otherwise provided in accordance with the Website.
- You agree to sell the Vehicle should a Bid reach or better the Reserve Price;
- Should your Vehicle successfully reach or Better the Reserve Price or you accept a Bid lower than the Reserve Price you agree to pay our Charges.
- You warrant to us that the description of the Vehicle, including without limitation the Vehicle Post, uploaded by you to the Website accurately describes the Vehicle and complies with clause 4.2; furthermore you agree to indemnify us against all claims, losses, damages, legal fees and incidental and consequential losses arising out of or in respect of the description of the Vehicle or the breach of any warranty provided by you in this agreement
4.2 You further agree to comply with our Website content standards as follows:
4.2.1 Your contributions must:
- Be accurate (where they state facts).
- Be genuinely held (where they state opinions).
- Comply with applicable law in the UK and in any country from which they are posted
4.2.2 Your contributions must not
- Contain any material which is defamatory of any person.
- Contain any material which is obscene, offensive, hateful or inflammatory.
- Promote sexually explicit material.
- Promote violence.
- Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
- Infringe any copyright, database right or trade mark of any other person.
- Be likely to deceive any person.
- Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
- Promote any illegal activity.
- Be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety.
- Be likely to harass, upset, embarrass, alarm or annoy any other person.
- Be used to impersonate any person, or to misrepresent your identity or affiliation with any person.
- Give the impression that they emanate from us, if this is not the case.
- Advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.
- Contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism.
- Contain any advertising or promote any services or web links to other sites.
5. Auction Process
5.1 The Seller shall obtain a vehicle history report relating to the Vehicle from HPI limited or Experian Limited confirming ownership and mileage details and have this available for production to any Bidder on request.
5.2 The Auction for each Vehicle shall commence with the Seller completing and submitting a Vehicle Post and this being placed on the Website. The Seller will also provide to us the Reserve Price.
5.3 The Vehicle Post shall contain all relevant information necessary to accurately describe the Vehicle and a time limit for receipt of Bids.
5.4 The Reserve Price will not be made available on the Website to the Buyer but the Vehicle Post will indicate whether bidding has met or not the Reserve Price.
5.4 A Bid may not be withdrawn after it is placed and a Bidder by submitting a Bid confirms that he will enter into a legally binding contract to buy the Vehicle at the Bid price
5.5 After submission: (a) Vehicle Posts (save for the addition of photographic material) and (b) Bids cannot be amended.
5.6 To be the Successful Bid, the Bid must be the highest bid of the Auction and must meet any other conditions which may be specific to each Auction. If additional conditions apply, they will be detailed in the Vehicle Post alongside the description of the Vehicle prior to the commencement of each Auction listing.
5.7 Where there is a Successful Bid a legally binding contract will exist between the Seller and the Successful Bidder for the sale and purchase of the Vehicle at the Bid price.
5.8 If you are the highest Bidder and the Reserve Price is not met we may contact you to discuss your Bid and if your Bid or another price is agreed with you by the Seller a legally binding contract will exist between the Seller and the Buyer for the sale and purchase of the Vehicle.
5.9 Payment of the Purchase Price shall be made directly to the Seller as soon as possible following conclusion of the Auction and in any event within 72 hours thereof and in accordance with their terms and conditions including, without limitation any terms applicable relating to either the description, collection or delivery of the vehicle or storage charges.
5.10 In the event that the Seller ends an Auction listing early which has met the Reserve Price and fails to sell the Vehicle to the bidder making the Successful Bid the Seller shall be liable to pay the Charges.
5.11 We reserve the right to refuse or remove Bids and/or suspend, cancel or extend Auctions at our absolute discretion, including where there are or have been obvious typographical or arithmetical inaccuracies.
5.12 We will notify both parties If a Bid is successful.
5.13 Intelligent automatic bidding allows a Bidder to submit his or her maximum Bid on a Vehicle and it will bid up to this figure on your behalf. If the maximum Bid placed exceeds that of the Reserve Price set by the Seller intelligent automatic bidding will only take the Reserve Price and display a "reserve met" status on the Vehicle listed. Bids will then increase up to the Bidder's maximum bid as subsequent bids are placed.
5.14 You understand and accept that any contract for the sale and purchase of a Vehicle is entered into directly between the Seller and the Buyer and based upon the information provided by the Seller in the Vehicle Post and any relevant vehicle history report and we are not a party to such contract and will not accept any liability for the non-performance of either party or any claim of either party arising out of or in connection with any such contract.
6. Seller's Charges and Buyers Fees
6.1.1 The Seller shall pay the Charges in respect of all Auctions conducted via the Website in consideration of using the Website. The obligation to pay the Charges is not dependent on the performance of the contract for the purchase of a Vehicle entered into between the Seller and the Buyer and therefore the obligation to pay the Charges still applies if a contract for the purchase of a Vehicle is entered into, but not performed or subsequently terminated.
6.1.2 The Seller's Charges are payable in accordance with the current schedule of Charges set out in clause
6.1.3 (as amended by not less than one month's notice published in the Website from time to time). The Charges are payable monthly by direct debit and each Seller shall provide us with a completed and signed instruction form addressed to the Seller's bankers. A Seller who has not provided us with the requisite direct debit form will not be allowed to submit Vehicle Posts. We will invoice each Seller monthly in arrears for the Charges incurred and debit the Seller's account accordingly.
6.1.3 The schedule of Seller's Charges applicable at the date of these Terms and Conditions on a vehicle sold on or through the Website is as follows:
Up to £2,000
£35.00 + VAT
£2,001 to £10,000
£45.00 + VAT
£55.00 + VAT
6.1.4 In all cases where payment of Seller's Charges is made by the Seller by means of a Business or commercial credit or charge card a surcharge will be payable as follows:
- Commercial Credit Card 2% of the value of the transaction
- American Express Card or other equivalent charge card 2.5% of the value of the transaction
The Buyer shall pay a Buyer's Fee in respect of any Vehicle purchased from a Seller on or through the Website a Buyer's Fee calculated as follows:
£0 - £500
£501 - £3,000
£16.00 + VAT
£33.00 + VAT
Provided that we will only apply the above Fees to a Buyer on the first five Vehicles he buys on or through the Website each month, excluding those Vehicles bought at a zero Buyers Fee.
6.1.6 The Buyer's Fee shall be collected by and payable to us by the Buyer on a monthly basis. Where the Buyer has a direct debit account with us the relevant Buyer's Fee will be deducted by us from the Buyer's account. In all other circumstances, the Buyer may pay by credit card. All credit card payments will be verified by World Pay and will be subject to their authorisation processes and payment terms and conditions.
6.1.7 In all cases where payment of Buyer's Fee is made by the Buyer by means of a Business or Commercial credit or charge card a surcharge will be payable as follows:
- Commercial Credit Card 2% of the value of the transaction
6.1.8 In the event that a Vehicle sale is not completed otherwise than due to a breach of contract or default on the part of the Buyer the Buyer must notify us of his or her claim in writing by contacting email@example.com or by telephoning us on 01926855055. Subject to verification of the claim we will refund the Buyer's Fee to the Buyer's account as a credit on subsequent month's invoice.
7. Payment permits and taxation
7.1 All Vehicles must be paid for in cleared funds in pounds sterling within 72 hours by agreement to the Seller as set out in the invoice for the vehicle.
7.2 In the event that payment is not received within 72 hours the Seller reserves the right to treat the Bid as having lapsed and offer the Vehicle to other parties.
7.3 The Seller and Buyer are responsible for obtaining all certificates, road taxes, permits or other authorisations necessary before the Vehicle can be used on any road or elsewhere.
8.1 Nothing in these Terms shall operate to exclude or restrict either party's liability for:
- Death or personal injury resulting from negligence;
- Breach of the obligations arising from section 12 of the Sale of Goods Act 1979; or
- Fraudulent misrepresentation.
8.2 You acknowledge that you have not relied upon any representation made to you by us, our employees or agents in relation to the Vehicle.
8.3 The Vehicle is a previously owned vehicle and is sold as seen. The vehicle is sold with all and any faults and imperfections and errors of description. A Buyer should satisfy himself or herself prior to sale as to the origin, description, suitability, age, durability, completeness, operability, state and condition of the Vehicle and should exercise and rely on their own judgment as to whether the Vehicle accords with any description. None of the photographs or illustrations of the Vehicle should be relied upon to give an accurate or full depiction of the state or condition of the Vehicle. Accordingly, all conditions and warranties implied by law, trade, custom or practice are hereby excluded subject to clause 8.1 above and except to the extent that such exclusion is otherwise prohibited by any law.
8.4 All the parties agree that we are acting solely as auctioneer and shall not be liable and shall not be deemed to have given any warranties in respect of the Vehicle or Services supplied or provided.
9.1 You agree that should any liability to you arise, your sole remedy in respect of any claim in relation to the Vehicle, howsoever such claim arises, shall in the case of the Seller be limited to the Seller's Charges payable for the Services provided for the sale of the Vehicle and in the case of the Buyer to the Buyer's Fee paid.
10.1 The Website and the content are provided by us on an "as is" and "as available" basis.
10.2 Subject to the provisions of these Terms in relation to the purchase of the Vehicle:
- we do not guarantee or give any warranty as to the accuracy, timelessness or completeness of any information or material on the Website to the extent permitted by law;
- we exclude any liability whether in contract tort (negligence) or otherwise for any incorrect or misleading information on the Website except as set out on these Terms;
- we shall not be liable to you or any third party resulting from any unauthorised access to the Website;
- we do not warrant that the Website is compatible with your computer equipment or that the Website or its server is free from errors, viruses, worms or trojan horses and we are not liable for any damage you may suffer as a result of such destructive features;
- we do not offer or provide any physical, financial or other appraisal of Vehicles and shall not be held responsible for content provided by third parties (including without limitation CAP and HPI) or for the content of or use of any other third party sites to which there is a link in the Website or for the failure of any third party sites systems; and
- we are not responsible for the reliability or continued availability of the telephone lines or equipment you use to access the Website.
10.3 The parties agree that these warranties are reasonable and agree to be bound by them.
11. Data and Privacy
11.2 You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of your personal data and acknowledge that the accuracy of the information created by the Website is dependent on the accuracy of the information.
11.3 We shall follow our archiving procedures for the purposes of the data protection legislation, and such procedure may be amended by us in our sole discretion from time to time.
11.4 We shall process the personal data only in accordance with these Terms and any lawful instructions reasonably given by you from time to time.
11.5 We shall, having regard to the state of technological development and the cost of implementing any measures, take appropriate technical and organisational measures against the unauthorised or unlawful processing of the personal data and against the accidental loss or destruction of, or damage to, the personal data to ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage.
12. Changes to the Website
12.1 You agree that we have the right to change the content or technical specifications of any aspect of the Website at any time in our sole discretion for the purposes of (but not limited to):
- upgrading the software;
- upgrading the Website content;
- removing malicious software;
- resolving/repairing any third party hacks;
- improving the technical specifications of the Website;
- general maintenance;
- making reasonable alterations to the Website.
12.2 We may suspend the operation of the Website from time to time for maintenance and required upgrades. You agree that such changes may result in you being unable to access the Website for a period of time and that we shall in no way be liable for any loss, claim, damages or other liability suffered by you as a result of you being unable to access this Website.
13. Intellectual Property
13.1 The Website including but not limited to text, content, software, graphics, photographs, illustrations, artwork, names, logos, trademarks, service marks, and other material and other content is protected by copyright, database rights, trademarks and/or other similar intellectual property rights, the ownership of which resides with us, which is either owned by us or licensed to us by third parties (Intellectual Property).
13.2 You will not acquire any rights or licences in or to the Intellectual Property on the Website.
13.3 You may not copy, reproduce, recompile, decompile, disassemble, reverse engineer, distribute, publish, display, perform, modify, download, to create derivative work from transmitted communicative or any other way to exploit any part of the Website and/or the content.
13.4 Downloading the content is permitted by us on the understanding that:
- You make no more than one printed copy of such download and no further copies of such printed copies are made;
- You retain on such downloads and/or printed copies all copyright notices and shall remain bound by the terms of such wording and notices.
13.5 You agree that we may use copy, reproduce, distribute, adopt, load, execute, store, transmit, communicate, display, maintain, enhance any data/information you provide to it subject to compliance with fair collection notices and with the Data Protection Act 1998 generally.
14.1 Any notice shall be given by email to the email address provided on the registration form (for the time being or such other address as is provided by you to us.
14.2 Notice shall be deemed to have been given 48 hours after sending of the email unless the sender receives a response indicating that the message was undeliverable in which case the e-mail is deemed not to have been delivered.
14.3 In the event that an email failed to be delivered in accordance with clause 14.2 all notices shall be sent to the parties registered office address (if applicable) or last known postal address for correspondence.
You may not assign your rights or delegate your duties under these Terms.
16.1 No agency, partnership, joint venture or employee/employer relationship is intended or created by these Terms.
16.2 You agree that we provide an auction website and shall in no way be party to the contract for the sale or purchase of the Goods by any member and furthermore, we shall under no circumstances be liable for any representation made on the Website.
No failure by us to exercise or delay in exercising any right or remedy provided under this agreement or by law constitutes a waiver of such right or remedy or shall prevent any future exercise in whole or in part thereof.
If any provision in these terms and conditions is held by any competent authority to be invalid or unenforceable, in whole or in part, the validity of the other provisions, and the remainder of the provision in question, shall not be affected.
19. Third Party Rights
A person who is not party to these Terms shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any part of these Terms.
20. Governing Law and Jurisdiction
These Terms shall be governed by the laws of England and Wales and subject to the exclusive jurisdiction of the English Courts.
21. Entire Agreement
21.1 These Terms, together with the documents referred to in it, constitute the entire agreement and understanding between the parties in respect of the matters dealt with in them and supersedes any previous agreement between the parties or any of them relating to such matters.
21.2 You acknowledge that by agreeing to these Terms, and any of the documents referred to in it, that you do not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) other than as expressly set out in these Terms as a warranty. The only remedy available to either party in respect of any such statement, representation, warranty or understanding shall be for breach of contract.