Terms of Sale

1. Application

These Terms of Sale apply to the sale of any item of used industrial process equipment ("Equipment") listed on this website or otherwise brokered by Velvet Solutions Ltd ("Velvet Solutions"), between a seller ("Seller") and a buyer ("Buyer"). These Terms are business-to-business terms. Equipment listed through Velvet Solutions is sold for use in trade, business or profession, and is not intended for consumer purchase.

2. Listings are invitations to treat

Listings on this website, in a dossier, or communicated by Velvet Solutions on a Seller's behalf, are invitations to treat and not offers capable of acceptance. No contract of sale is formed until the Seller and Buyer have agreed price and terms in writing and, where applicable, exchanged a signed sale agreement. Velvet Solutions may withdraw a listing, amend a price, or confirm that Equipment has been sold or is under offer at any time before a binding agreement is reached.

3. Pricing

Listed prices are stated in euros and are exclusive of value added tax, dismantling, shipping, rebuilding, commissioning and any other cost not expressly stated as included. Applicable VAT treatment depends on the location of Seller, Buyer and the Equipment, and the export route, and will be confirmed before contracts are signed. Prices may be revised by the Seller before a binding agreement is reached.

4. As is, where is

Equipment is sold "as is, where is" unless expressly stated otherwise in writing. This means the Equipment is sold in its condition and location at the time of sale, with no warranty, express or implied, as to condition, fitness for a particular purpose, merchantability, performance, or compliance with any regulation or standard, save for any specific warranty given in writing by the Seller as part of the agreed sale terms. The Buyer is responsible for inspecting the Equipment, or arranging inspection, before entering into a binding agreement to purchase.

5. Deposits and payment terms

On agreement of terms, the Buyer will typically be asked to pay a deposit, commonly 10 to 20 percent of the purchase price, to secure the Equipment. Deposits are generally non-refundable if the Buyer withdraws without cause after the deposit is paid, save as otherwise agreed in writing. Payment is by bank transfer unless another method is agreed. Escrow arrangements are available on request and, where used, are subject to the escrow provider's own terms.

6. Inspection rights

The Buyer has the right to inspect the Equipment, in person or through a nominated third party, before entering into a binding agreement to purchase. Inspections are arranged under NDA where required by the Seller. Once a binding agreement is signed following inspection, the Equipment is deemed accepted in the condition inspected, save for any defects that could not reasonably have been discovered on inspection and that were known to the Seller and not disclosed.

7. Title and risk

Title to the Equipment passes to the Buyer only on receipt of cleared funds in full by the Seller. Risk in the Equipment passes to the Buyer at the Seller's site, typically on completion of dismantling and loading for transport, unless the parties agree a different point in writing. The Buyer is responsible for insuring the Equipment from the point risk passes.

8. Dismantling and shipping responsibility

Unless a listing states that dismantling is included in the price, dismantling is the Buyer's responsibility and cost, to be carried out by a contractor of the Buyer's choosing, or through Velvet Solutions' logistics coordination service, and in either case working to a method statement agreed with the Seller. Shipping, customs clearance and associated costs are the Buyer's responsibility unless a delivered price has been separately agreed in writing.

9. No consumer cancellation rights

Because Equipment sold through Velvet Solutions is capital equipment sold in a business-to-business transaction, statutory consumer cancellation rights (including any right to cancel within a cooling-off period applicable to consumer contracts) do not apply. Cancellation after a binding agreement is signed is governed by the terms of that agreement.

10. Export compliance

The Buyer is responsible for ensuring that import of the Equipment into the destination country complies with all applicable laws, licensing requirements, duties and sanctions regimes. Velvet Solutions will flag any export considerations it is aware of, including any equipment potentially subject to dual-use classification, but does not warrant that Equipment may lawfully be imported into any particular jurisdiction.

11. Limitation of liability

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including for death or personal injury caused by negligence or for fraud. Subject to that, neither the Seller nor Velvet Solutions is liable for indirect or consequential loss arising from the sale of Equipment, and any liability for direct loss is limited to the purchase price paid for the relevant item of Equipment.

12. Governing law

These Terms of Sale, and any contract of sale entered into with reference to them, are governed by the laws of England and Wales, and subject to the exclusive jurisdiction of the courts of England and Wales, unless the Seller and Buyer agree otherwise in writing for a specific transaction.

This document is a template pending review by Velvet Solutions Ltd's legal advisers.