The following General Terms and Conditions apply to all remarketing products and services provided by CHG-MERIDIAN UK LIMITED (No. 01276016) whose registered office is at 65 High Street, Egham, Surrey, TW20 9EY, (Seller) (hereinafter referred to as 'Seller') including but not limited to the sale of exclusively used IT equipment. They apply solely to business persons with whom the Seller enters into a commercial relationship (hereinafter referred to as “Buyer”). The purchase agreement agreed between Seller and Buyer and these General Terms and Conditions shall together form the “contract” between the Buyer and the Seller. Any conditions of the Buyer that contradict or deviate from these General Terms and Conditions will not be recognized unless their validity has been explicitly agreed in writing. These General Terms and Conditions of Sale also apply if the Seller supplies goods and/or services to the Buyer without reservation despite being aware of contradictory or divergent conditions provided by the Buyer.
2.1 The Seller shall submit a written offer for sale to the Buyer, to which the Seller shall be bound for a period of 14 days, in each case calculated from the date of dispatch of the purchase agreement. The acceptance of the offer by the Buyer is made by returning a signed legally binding copy of the purchase agreement to the Seller. The Seller's offer for sale shall be effective without its signature.
2.2 Oral collateral agreements and assurances are not valid.
3.1 Unless the purchase agreement specifies otherwise, the prices are quoted net from the specified delivery/collection address. The Seller shall package the goods in packaging suitable for transportation.
3.2 The prices of the Seller do not include statutory VAT. VAT will be calculated at the rate applicable on the day of invoicing and shown separately on the invoice if applicable.
4.1 The purchase price is payable immediately via bank transfer and in full. Payment of the invoice must be made from a business bank account of the Buyer in the form of a SEPA credit transfer, which is mandatory for Buyers domiciled within the SEPA area. For Buyers outside the SEPA zone, the payment order type of the respective bank must contain all the Buyer’s business bank account information (in particular account number and name of the bank, or IBAN and BIC, as well as name or correct company name of the Buyer).
4.2 The equipment detailed in the purchase agreement is sold ex-works (EXW) in accordance with Incoterms 2020 from the Seller's delivery/collection address as stated in the purchase agreement.
4.3 The goods will not be dispatched or collected until the entire purchase price amount has been deposited into the Seller's account or until the Seller has received confirmation from the bank executing the transaction that the transfer has been requested and carried out in full. If the Buyer is in default of payment, the Seller reserves the right to charge interest on the unpaid amount at the statutory interest rate (8% plus the Bank of England base rate from time to time). The rights afforded by clause 8 remain unaffected. The Seller reserves the right to make additional claims.
4.4 The Seller will state in the purchase agreement the date on which the equipment will be available for collection (availability date). If the Buyer delays in taking receipt of the goods or is in culpable breach of other obligations to cooperate, the Seller is entitled to assert the rights stated in clause 8. The Seller reserves the right to make additional claims.
4.5 If requested by the Buyer, the Seller can – without being obliged to do so and at the Buyer's expense – send the equipment to an address specified by the Buyer.
The Seller is entitled to make partial deliveries, but will only do so if payment is received in advance.
6.1 The Seller will charge VAT to the Buyer if applicable. The Seller will not add VAT to the amount charged to the Buyer insofar as the deliveries are exempt from VAT under applicable law. Upon Seller's request, Buyer shall cooperate in the issuance of the necessary proofs of delivery, export declaration and other documents required for the proof of VAT exemption according to applicable law.
6.2 If any amount payable by the Buyer to the Seller is subject to any withholding tax or other similar tax, the Buyer must uplift the amount to be paid to the Seller so that the Seller receives the amount that it would have been entitled to receive if the amount payable by the Buyer was not subject to any withholding tax or other similar tax.
6.3 The Buyer shall without being requested to do so, notify the Seller of its VAT identification number and, if applicable, any changes thereto and shall provide the Seller with information on its status as an entrepreneur, the use and transport of the delivered goods and its statistical reporting obligation.
6.4 If the Buyer fails to provide some or all of the necessary information/documents described in clauses 6.1 and 6.3 it shall be liable for any resulting losses, expenses and costs incurred by the Seller, (including VAT and any additional charges).
6.5 The Seller shall not be liable for the consequences of defective or completely omitted information provided by the Buyer.
7.1 The Buyer is responsible for obtaining any necessary export licenses unless the Seller is required to do so by statute or by a final, non-appealable administrative decision or court ruling. If the Seller is responsible for obtaining the license(s), the Buyer shall provide all reasonable assistance to the extent required by the Seller.
7.2 The Buyer assures that it will not export or re-export the goods acquired from the Seller to any person, organization, institution, or to any country directly or indirectly subject to an embargo in respect of such goods as being imposed and currently enforced by the UK Government.
8.1 The Seller reserves the right to withdraw from the contract in the following instances without prejudice to any of its other rights:
a) If the Buyer does not pay the purchase price within three days of the availability date specified in the purchase agreement or if within three days no bank confirmation of a completed payment transfer has been provided.
b) If the circumstances provided for in clause 4.4 apply and the Buyer has not fully taken receipt of the goods within seven days of the availability date specified in the purchase agreement.
c) If the Buyer acts contrary to the assurance provided in clause 7.2 or is in breach of its obligation to cooperate as per clause 7.1 sentence 2.
8.2 If the Buyer breaches any of its obligations in clause 8.1, the Buyer shall compensate the Seller for any loss incurred, including, but not limited to, any profit lost, as a result of the equipment being sold at a lower purchase price. The Buyer shall furthermore be liable for the costs of storing the equipment until such time as it is remarketed and collected. These costs to be charged at the rate of £1.00 per day per pallet plus a one-off administration charge of £75.00 per order. If the Buyer fails to collect the equipment, the same storage costs will be charged to the Buyer until it is collected.
Risk in the equipment subject of the purchase agreement passes to the Buyer when the object of purchase is collected or, in the circumstances provided for in clause 4.5, transferred to the haulage operator. Insofar as the circumstances described in clause 4.4 apply, the risk of accidental destruction or accidental deterioration of the object of purchase will pass to the Buyer as soon as it defaults on acceptance of or payment for the object of purchase.
The Buyer is liable for all transport-related costs and risks from the moment of the transfer of risk. These costs include, but are not limited to, transport costs, customs and excise duties, taxes and other public charges, costs for customs formalities for import and export, insurance, and costs for loss, damage, delays, etc.
10.1 The goods being sold are used equipment for which no warranty is provided. The Seller provides no guarantee, representation, warranty, condition or undertaking (whether express or implied and whether imposed by any law, statute or otherwise) concerning the condition, performance, quality, description, hiring, state, use or fitness for any purpose of the equipment subject of the purchase agreement other than those provided for under clause 10.2. The Seller assumes no liability for the compatibility of the various equipment and components with one another. This also applies to the supplied equipment's compatibility with customers' existing IT equipment.
10.2 The Seller guarantees that the equipment explicitly described as Type A or Type B in the purchase agreement will meet the following description. Type A equipment: the Seller guarantees that the used equipment will be free of visual and technical defects, subject to normal wear and tear, for the period specified in the purchase agreement. For Type B equipment: the Seller guarantees that used equipment with visual/cosmetic defects that do not affect the performance of the equipment will be free of technical defects for the period specified in the purchase agreement. If any of the equipment fails to meet the terms of these guarantees, the Buyer will, for the period specified in the purchase agreement, be entitled to return the equipment to the Seller. The guarantee period begins on the day the equipment is collected by the Buyer or the date of dispatch.
10.3 All claims under the guarantee must be made in writing by completing the RMA form, and are made at the Buyer's expense. The RMA form can be sent on request or downloaded as a PDF file from the Seller's website (www.chg-meridian.de).
10.4 The Seller's guarantee as per clause 10.2 excludes all batteries and consumables.
10.5 Software, manuals, PC accessories such as notebook cases, keyboards, cables, and mice, and technical support services are not included unless explicitly specified in the purchase agreement. If software is included in the purchase agreement, the Buyer will be granted usage rights to it. Any copying, transfer, or resale of the software requires the permission or prior authorization of the rights holder. The Buyer undertakes in particular to be aware of and adhere to MICROSOFT's usage and licensing conditions. The Buyer will be liable in full for any loss or damage incurred through a breach of these usage rights.
11.1 The Seller will be liable in accordance with statutory provisions for claims for compensation brought by the Buyer on the grounds of the deliberate default or wilful misconduct of the Seller, including the deliberate default or wilful misconduct of the Seller's agents or representatives. The Seller’s liability for damages will be limited to foreseeable and direct losses.
11.2 Nothing in the contract limits any liability which cannot be limited by law including but not limited to liability for:
a) death or bodily harm, caused by the Seller’s negligence;
b) fraud or fradulant misrepresentation on the part of the Seller; or
c) any other liability which may not be excluded by law.
11.3 The Seller’s liability for damages that exceeds liability provided for in clauses 11.1 and 11.2 is hereby excluded to the fullest extent permitted by law, regardless of the legal grounds on which the claim is brought.
11.4 The exclusion or limitation of the Seller's liability to the Buyer for damages shall also apply to the personal liability of the Seller's employees, staff, representatives, and agents.
11.5 The Seller shall not be liable to the Buyer for any failure to perform the contract or for any default where the failure or default is caused by natural disasters, fire, flood, acts of war, strikes, industrial disputes, non-delivery or late delivery of accessories, or government or official interventions or regulations.
The Seller retains legal title of the object of sale in the purchase agreement until receipt of all payments due to the Seller from the Buyer arising from the purchase agreement.
13.1 The contract between the Seller and the Buyer is governed by the law of England and Wales. The United Nations Convention on Contracts for the International Sale of Goods (CISG) will not apply in any circumstances.
13.2 The Buyer and Seller irrevocably agree that the courts of England and Wales shall have non-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 format.
13.3 Should any individual provisions of the contract between the Buyer and Seller be or become partly or wholly invalid, this will not affect the validity of the rest of the provisions. The same applies in the event of a gap in the provisions of the contract. In the place of the invalid provisions or gaps, an appropriate provision shall be inserted that shall, insofar as possible by law, act to give the contract business efficacy.