BUYER TERMS OF SDL AUCTIONS LIMITED (SDL PROPERTY AUCTIONS) TERMS AND CONDITIONS FOR BIDDING AND BUYING AT AUCTION
BUYER TERMS OF SDL AUCTIONS LIMITED (SDL PROPERTY AUCTIONS) TERMS AND CONDITIONS FOR BIDDING AND BUYING AT AUCTION
The following Terms and Conditions govern the conduct of our auctions. If you bid on a property, it is on the basis that you accept these terms and conditions. SDL Property Auctions operates three types of auction sale: 1. Unconditional with Fixed Fee 2. Unconditional with Variable Fee 3. Conditional with Reservation Fee These Terms and Conditions apply to all three types of auction sale. TERMS AND CONDITIONS: 1. ABOUT THESE TERMS 1.1 What these terms cover. These are the terms and conditions on which we offer properties for sale. Our auctions are conducted as either Timed Auctions, or Auction Events. Timed Auctions are online only for single lots. Auction Events may be conducted online, or inperson at an auction house venue, selling multiple lots. We may accept bids on a property before or after the auction. Buy-It-Now lots are sold subject to auction conditions and can be purchased immediately online by making an offer for the available price listed on our website. These properties are sold on a first-come, first-served basis. Offers under the available price may still be considered, however these must be made via telephone or email enquiry. If you bid on a property under any of these circumstances, you are bound by these terms and conditions 1.2 Why you must read them. Please read these terms carefully before bidding on a property at auction. These terms tell you who we are and the rules that apply to bidding at auction. If you have a question about these terms or think that there is a mistake in these terms, please contact us. 2. INFORMATION ABOUT US AND HOW TO CONTACT US 2.1 We are SDL Property Auctions, a trading name of Eddisons Commercial Limited. Our legal name is SDL Auctions Limited, a company registered in England and Wales. Our Company Number is 07719474 and our registered address is 17 Regan Way, Chetwynd Business Park, Chilwell, Beeston, Nottingham, England, NG9 6RZ. 2.2 You can contact us by telephoning us on 0800 304 7879, by writing to us at our registered address, or by emailing us at enquiries@sdlauctions.co.uk. 3. INTERPRETATION 3.1 In these terms and conditions ‘lot’ means the land or property that is up for sale at auction. For Auction Events, each lot is given a number on our website. 3.2 References in these terms to legislation are references to it as amended or replaced from time to time. 3.3 We reserve the right to change our terms and conditions at any time. 4. TYPES OF SALE 4.1 SDL Property Auctions offers three types of sale, listed at the start of these terms. Lots may be sold under any of the three types: Timed Auctions, Auction Events and Buy-ItNow. 4.2 Each lot offered at auction is labelled with the type of sale that applies to it. 4.3 By bidding on a lot, you agree to the relevant terms below which relate to the applicable type of sale. It is important that you take note of what type of sale is offered before bidding on a lot. 4.4 For the avoidance of doubt, any reference to “auction fees” shall apply to Buy-It-Now lots in addition to the other two types of sale. 4.5 Terms 5-7 apply only to the type of sale listed. All of the other terms apply to all lots 5. TERMS THAT APPLY TO UNCONDITIONAL WITH FIXED FEE LOTS 5.1 If you are the highest bidder, you must: 5.1.1 exchange legally binding contracts for the sale of the property immediately in accordance with Clause 18 of this Agreement; 5.1.2 pay a non-refundable deposit equal to 10% of the purchase price, subject to a minimum of £5,000. This deposit contributes towards the purchase price (although note we can deduct fees owing to us from the deposit); 5.1.3 pay a non-refundable auction fee, ‘Buyer’s Fee’. This is usually £1,500 (including VAT) however, sometimes a different fee applies and will be listed on the lot – make sure you check the information relating to each individual lot. The auction fee does not contribute towards the purchase price; and 5.1.4 Complete the sale within 30 days unless the special conditions of sale in clause 15 state otherwise. 5.2. You may also need to pay a Buyer’s Contribution (towards seller’s fees) on completion of the sale. The value of this fee is usually £1650 (including VAT), however, sometimes a different fee applies and will be listed within the Special Conditions of sale- make sure you check the information relating to each individual lot. This fee does not contribute towards the purchase price. 5.3 If you fail to complete the sale, the seller can bring a claim against you personally for losses suffered and we may pursue you for unpaid auction fees. 6. TERMS THAT APPLY TO UNCONDITIONAL WITH VARIABLE FEE LOTS 6.1 If you are the highest bidder, you must: 6.1.1 exchange legally binding contracts for the sale of the property immediately in accordance with clause 18 of this Agreement; 6.1.2 pay a non-refundable deposit equal to 5% of the purchase price, subject to a minimum of £5,000. This deposit contributes towards the purchase price (although note we can deduct fees owing to us from the deposit); 6.1.3 pay a non-refundable auction fee (‘Buyer’s Fee’) calculated as a percentage of the actual purchase price of the property. Either: (a) 4.8% (including VAT) of the purchase price, for properties up to and including £250,000 (b) 3.6% (including VAT) of the purchase price for properties sold for over £250,000 The Buyer’s Fee is subject always to a minimum of £6,000 (including VAT). The Buyer’s Fee does not contribute to the purchase price; and 6.1.4 complete the sale within 30 days unless the special conditions of sale state otherwise, please refer to clause 15 of this Agreement. 6.2 If you fail to complete the sale, the seller can bring a claim against you personally for losses suffered and we may pursue you for unpaid auction fees. 7. TERMS THAT APPLY TO CONDITIONAL WITH RESERVATION FEE LOTS 7.1 If you are the highest bidder, you must: 7.1.1. sign a reservation agreement in relation to the property; 7.1.2. pay a non-refundable fee (‘Reservation Fee’) calculated as a percentage of the actual purchase price of the property. Either: (a) 4.8% (including VAT) of the purchase price, for properties up to and including £250,000 (b) 3.6% (including VAT) of the purchase price for properties sold for over £250,000 The Reservation Fee is subject always to a minimum of £6,000 (including VAT). The Reservation Fee entitles the buyer to an exclusivity period of 60 days, in which the seller can only sell the property to the buyer. The Reservation Fee is payable to the auctioneer on the fall of the hammer. It does not contribute to the purchase price of the property and is not a deposit. The deposit will be specified by the seller’s solicitors and is separate and additional to the Reservation Fee. The deposit must be paid directly to the seller’s solicitors on exchange of contracts. 7.1.3. pay a deposit, the value of which will be specified by the seller’s solicitor, payable on exchange of contracts directly to the seller’s solicitor. The deposit will contribute to the purchase price. 7.1.4. make all reasonable endeavours to exchange contracts and complete the sale within the 60 days exclusivity period.” Worked example for variable fees (figures inclusive of VAT): If the final agreed sale price of the Property was £250,000, the Reservation Fee/Variable Buyer’s Fee (as applicable) would be £12,000. If the final agreed purchase price was £110,000 the Reservation Fee/ Variable Buyer’s Fee would be £6,000, as 4.8% of that final agreed purchase price would give a Reservation Fee/Variable Buyer’s Fee of £5,280 which is less than the minimum of £6,000. If the final agreed sale price was £400,000, the Reservation Fee/Variable Buyer’s Fee would be £14,400 (3.6% of the final agreed purchase price). TERMS THAT APPLY TO ALL LOTS 8. WHAT YOU SHOULD DO BEFORE BIDDING 8.1 If you are the highest bidder, you are legally bound to buy the property and there are financial consequences of withdrawing from the sale, both in terms of nonrefundable Buyer’s Fees and Reservation Fees, and nonrefundable deposits (depending on the type of lot, see clauses 5-7 above) as well as the possibility of legal action being taken against you. 8.2 It is strongly advised that before bidding for a property you: 8.2.1 Take professional advice from a solicitor/conveyancer, Chartered Surveyor, and accountant; 8.2.2 Inspect the legal pack for the property and have the legal pack inspected by a solicitor/conveyancer; 8.2.3 Organise any necessary finance for the purchase; 8.2.4 Ensure that you have the funds available to pay any applicable Reservation Fees, Buyer’s Fees, and deposits, as well as the purchase price; 8.2.5 Carry out the necessary searches and make the necessary enquiries (seek guidance from a solicitor/conveyancer on what searches and enquiries are necessary); 8.2.6 Commission appropriate surveys for the property by a Chartered Surveyor; 8.2.7 Check the contents of all applicable documents relating to the property, including leases, restrictions, and covenants; 8.2.8 Check that the information you have received or seen about the property is accurate; 8.2.9 Organise and attend a viewing of the property (unless the lot is marked external inspection only); 8.2.10 Commission appropriate reports for the property, such as structural reports, building reports, water and drainage reports, etc; 8.2.11 Check the VAT, stamp duty, and other tax consequences of the sale; 8.2.12 Familiarise yourself with all terms and conditions relating to our auctions; and 8.2.13 Take all other action necessary to satisfy yourself as to the condition of the property in order to be able to determine the price you are willing to pay for the property. 8.3 If you fail to take any of the above measures, you do so at your own risk. You will not be able to withdraw from the sale once your bid has been accepted without incurring financial consequences. When you bid, you are deemed to have taken all the measures listed in clause 8.2 above and to have acted as a prudent buyer would act. 8.4 The guide price of the property is not an indication of its market value or its minimum value or worth. It is merely the price at which the seller has decided to advertise the property. It offers no guarantee whatsoever as to the condition of the property or the value of the property. 9. OUR ROLE 9.1 We act as agents for sellers. We have authority to: 9.1.1 Prepare and display the advertisements for the lots; 9.1.2 Offer each lot for sale and combine or divide lots; 9.1.3 Receive and hold deposits; 9.1.4 Receive auction fees including a Buyer’s Fee; 9.1.5 Receive Reservation Fees; 9.1.6 Accept bids for the lots (including pre- or postauction); 9.1.7 Decline bids for the lot at our discretion; 9.1.8 Change the type of sale for a lot at our discretion; 9.1.9 Regulate bidding increments and the order of lots; 9.1.10 Accept remote bids; 9.1.11 Resolve bidding disputes; 9.1.12 Re-offer a lot for sale following bidding disputes; 9.1.13 Bid on behalf of the seller up to the reserve price; 9.1.14 Sign reservation agreements on behalf of the seller; 9.1.15 Sign the contract of sale on behalf of the seller; 9.1.16 Sign the memorandum of sale on behalf of the seller; 9.1.17 Carry out the exchange of contracts; 9.1.18 Repudiate a contract between the seller and buyer; 9.1.19 Change the date or time of the auction at our discretion; 9.1.20 End the auction early or cancel the auction without giving a reason; and 9.1.21 Withdraw lots from auction at our discretion. 9.1.22 Verify your identity in accordance with clause 27 of this Agreement. 9.1.23 In the event of a successful sale, select a property to feature in our promotional advertising for our services. 9.2 By bidding on a property, you confirm your agreement to be bound by these terms. Under these terms, you give us authority to: 9.2.1 Receive and hold deposits; 9.2.2 Receive auction fees (including a Buyer’s Fee); 9.2.3 Receive Reservation Fees;
Page 1
BUYER TERMS OF SDL AUCTIONS LIMITED (SDL PROPERTY AUCTIONS) TERMS AND CONDITIONS FOR BIDDING AND BUYING AT AUCTION
.2.4 Accept your bid for the lot; 9.2.5 Sign a contract of sale on your behalf when you are the highest bidder; 9.2.6 Sign a reservation agreement on your behalf when you are the highest bidder; and 9.2.7 Repudiate a contract between you and the seller. 10. RESERVE PRICE 10.1 Unless otherwise stated, all lots are subject to a reserve price. 10.2 The reserve price is the price which must be reached before a lot will be sold at auction. It can be changed at any time up to the time of the auction. 10.3 Buy-It-Now lots are available for purchase at the price listed on the lot. Any offers below the available price may be considered by the seller at their discretion. The available price may change at any time up until the property is sold. 10.4 Buy-It-Now lots may have previously been entered into auction. The available price on a Buy-It-Now may be higher than its original guide price at auction, where the reserve price was originally higher than the guide price. 11. GUIDE PRICE 11.1 The guide price is the marketing price or advertised price for the lot. 11.2 The guide price is not a guarantee or an indication of minimum value. The guide price is not necessarily the market value of the lot. 11.3 The guide price is not set with the help of a Chartered Surveyor and you must engage your own reports and surveys to satisfy yourself of the value of the property before you bid. 11.4 The guide price can change at any time up to the start of the auction. 11.5 The sale price can exceed the guide price. Sometimes, the sale price is lower than the guide price. 11.6 Buy-It-Now lots do not have a guide price. They are available at the price listed on the lot; the “available price”. 12. CHECKING FOR UPDATES 12.1 Lot information can be changed up to the time of the auction, including the property details, reserve price, and guide price. You must make sure you check for updates before you bid for a property 12.2 In the case of Buy-It-Now lots, lot information can be changed at any time up until the property is sold, including the property details and available price. You must make sure you check for updates before you make an offer to purchase a property. 12.3 If you fail to check for updates, you do so at your own risk. 12.4 You can check for updates by: 12.4.1 Checking the webpage for the lot; 12.4.2 Re-downloading the legal pack on the day of the auction, or in the case of Buy-It-Now lots, before you make your offer to purchase the property; 12.4.3 Checking any late announcements and addendum documents prior to auction; and 12.4.4 Listening carefully to the auctioneer introducing the auction and the property. 12.5 When you bid, you are taken to have read any late amendments, addendums, or updates even if you have not done so. You are deemed to have full knowledge of any changes made to the information provided about the lot (including the legal pack). 12.6 The auctioneer will make announcements at the start of the auction and it is important that you listen carefully (as well as taking the steps listed in 12.3). After the initial announcements, the auction will proceed without delay and the auctioneer will not describe the properties in detail nor read out the special conditions or amendments. 13. TAX 13.1 Stamp Duty Land Tax, Land and Buildings Transaction Tax, VAT, or other charges may apply to some sales. These costs will not be confirmed in the legal pack. 13.2 It is your responsibility to make your own enquiries and seek appropriate advice as to the possible tax consequences of the sale before you bid. 13.3 If you withdraw from the sale after you have won the lot because of tax consequences, you will lose any deposits or fees paid and the seller may take legal action against you. 14. THE LOT 14.1.1 All the statements contained in particulars of sale or descriptions of the lots in documentation or given by our employees or agents are made without responsibility and you must not rely on them as statements or representations of fact. They do not represent any warranties whatsoever in relation to the lots. You must satisfy yourself as to the accuracy of the particulars before bidding. 14.1.2 Any suggested rental incomes and yields may be subject to any necessary energy efficiency improvements. If the property is in England and Wales and is being sold subject to tenancy, it must have an EPC (energy performance certificate) rating of E or higher. In Scotland, properties sold subject to tenancy require an EPC rating of D or higher. From 31st March 2025, properties sold subject to tenancy will need to be at least EPC band C. If the particulars of sale state that the property is suitable for investment it will be for the buyer to ensure that the relevant EPC requirements are met. 14.2 The lot is sold subject to any tenancies disclosed in the legal pack or lot description. 14.3 The lot is sold subject to any special conditions set out in the property description or associated documentation but otherwise is sold with vacant possession on completion. 14.4 All measurements quoted in descriptions of the lot are approximate. You must verify the measurements yourself by visiting the property and/or commissioning a professional report or survey. 14.5 All location plans published in the particulars of sale are subject to copyright and are only provided to enable prospective purchasers to locate the property. The plans are not to scale and are not intended to depict the interest to be sold. The boundary lines and numbers on the plans or photographs are provided only to allow purchasers to locate the lot and do not depict the interest to be sold. You must visit the lot and commission the relevant searches and reports. 14.6 When you bid on a lot you are deemed to have relied only upon your own knowledge or the advice of your own professionals or advisors, and not on the particulars of sale or description or photographs of the lot. 14.7 All Ordnance Survey maps are reproduced with the sanction of the Controller of HM Stationery Office (Crown Copyright Reserved Licence No LIG0183). 14.8 The services, kitchen and sanitary ware, electrical appliances and fittings, plumbing and heating installations (if any) have not been tested by us or by the seller. Before you bid on a property, you must undertake your own investigations, reports and surveys to clarify the suitability and condition of any such services. 14.9 The lot is also sold subject to the following, whether or not they are disclosed by the seller or are apparent from inspection of the lot or from the documents provided or from the legal pack or would have been obvious had you acted as a prudent buyer: 14.9.1 Matters registered or capable of registration as local land charges; 14.9.2 Matters registered or capable of registration by any competent authority or under the provisions of any statute; 14.9.3 Notices, orders, demands, proposals, and requirements of any competent authority; 14.9.4 Charges, notices, orders, restrictions, agreements and other matters relating to town and country planning, highways, or public health; 14.9.5 Rights, easements, quasi-easements, and wayleaves; 14.9.6 Outgoings and other liabilities; 14.9.7 Any interest which overrides under the Land Registration Act 2002; 14.9.8 Matters that ought to be disclosed by the searches and enquiries a prudent buyer would make, whether or not you have made them; and 14.9.9 Anything the seller does not and could not reasonably know about. 14.10 Where anything subject to which the lot is sold would expose the seller to liability you are to comply with it and indemnify the seller against that liability. 14.11 The seller must notify you of any notices, orders, demands, proposals, and requirements of any competent authority of which it learns after the contract date, but you must comply with them and keep the seller indemnified. 14.12 The lot does not include any tenant’s or trade fixtures or fittings. If the special conditions state that chattels are included, you take them as they are at completion and the seller is not liable if they are not fit for use. 14.13 You buy with full knowledge of the documents relating to the lot (whether or not you have read them) and the condition of the lot (whether or not you have inspected it and commissioned appropriate reports and surveys). This is why it is important that you take the steps set out in 8.2. 14.14 You admit that you are not relying on the information contained in the particulars of sale or on any representations made by or on behalf of the seller, except that you may rely on the seller’s solicitor/conveyancer’s written replies to written enquiries to the extent stated in those replies. 14.15 The seller cannot be required to transfer the lot to anyone other than the buyer. 15. SPECIAL CONDITIONS AND ARTICLES OF ROUP 15.1 The lots are sold subject to any special conditions of sale and (for Scottish properties) Articles of Roup, which are available for inspection at the office of the seller’s solicitor/conveyancer, our office, in the auction room, and on our website. 15.2 You must view and take into account the special conditions and any Articles of Roup before bidding. 15.3 The special conditions may include additional fees inserted by the seller, and are separate to those payable to SDL Property Auctions. 15.4 When you bid, you are taken to have read and accepted the special conditions and any Articles of Roup, even if you have not done so. 16. SALE BEFORE OR AFTER AUCTION 16.1 Lots may be sold before the auction. 16.2 If you submit a bid before or after auction and it is accepted, the same fee and deposit rules apply as if the lot had been sold at auction. 16.3 To submit a pre-auction bid, you must submit a formal written offer to us. 16.4 You cannot withdraw a pre or post-auction bid once a reservation contract has been signed or contracts of sale have exchanged. 16.5 If you submit a pre or post-auction bid, you are taken to have undertaken all measures that a prudent buyer would undertake, including all of the measures listed in clause 8.2. If you fail to take appropriate measures before bidding, you do so at your own risk. You cannot later withdraw from the sale without incurring financial consequences. 16.6 We will relay your pre or post-auction bid to the seller, but we give no guarantees or warranties regarding the timing of relaying the offer. 16.7 We are not responsible for any of your costs or losses if a lot you were interested in buying is sold or withdrawn before auction. 16.8 If your pre or post-auction bid is accepted you may be asked to pay a ‘closed bid’ online, with the remainder of the monies owed being paid over the phone or by bank transfer. We will advise you of the method of payment required at our discretion. 16.9 If a pre or post-auction bid is accepted by the seller, you become liable to pay our fees and any applicable deposit when a reservation agreement or contract of sale is signed. 16.10 If a pre or post-auction bid is accepted by the seller, you must instruct solicitor/conveyancer within 7 days otherwise we (as agent for the seller) can treat the contract as at an end or sign the appropriate documentation (including a contract of sale or memorandum of sale) on your behalf. The seller may pursue you for losses and we may take action against you in respect of unpaid auction fees. 16.11 All the other usual terms of sale apply where the lot is sold before or after auction. 17. BIDDING 17.1 All bids are made in pounds sterling and are exclusive of any applicable VAT or other taxes. 17.2 We may refuse to accept a bid without giving a reason. 17.3 You cannot withdraw a bid. 17.4 By placing a bid, you become personally liable to fulfil the obligations of the winning bidder as set out in these terms and conditions, even if you bid as agent on behalf of somebody else. 17.5 If you bid on behalf of a company, you warrant that the company is properly constituted and has the necessary funds to and is able to purchase the lot. 17.6 By placing a bid, you warrant that you have the necessary funds (or necessary finance) to pay the purchase price for the lot, along with the applicable Buyer’s Fee and Reservation Fee. If you withdraw from the sale due to lack of funds, you will lose your Reservation Fee, Buyer’s Fee, and Deposit (if applicable). 17.7 To bid remotely (not at the Auction venue in person), you must successfully complete all registration steps. Firstly, complete the bidding form via our website for the lots involved, complete an identity check, and provide your payment details to us up front. It is your responsibility to check that the bidding form has been received by the auctioneer and this can be done by phoning the office. 17.8 If you wish to bid by telephone (assuming you have fully completed the registration steps), just before the lot is due to be auctioned, attempts will be made to contact you by telephone. If successful, you may then compete in the bidding. You will speak to our staff on the phone, and your bid will be relayed to the acting auctioneer in real time through them. You accept that such contact is at your own risk. If we cannot make contact with you for whatever reason, including in the event of innocen
Page 2
BUYER TERMS OF SDL AUCTIONS LIMITED (SDL PROPERTY AUCTIONS) TERMS AND CONDITIONS FOR BIDDING AND BUYING AT AUCTION
Page 3
mistake, you will not be able to personally participate in the Auction and we are not liable to you for any loss of opportunity. 17.9 If you wish to bid by internet (assuming you have fully completed the registration steps), after completing the registration steps, you will be sent a link via email to bid online. You can then log in and commence bidding when the intended lot is being offered. We do not accept any liability for any loss of opportunity should there be any interruption or suspension of internet services, which mean you cannot personally participate in the Auction. 17.10 In the case of written ‘proxy’ bids, the auctioneer’s staff will compete in the bidding up to the maximum of the authorisation. If no maximum is inserted, the auctioneer’s staff will not bid. We do not guarantee to regulate the bidding so that the maximum authorised bid actually falls to the written bidder. 17.11 Once authority to bid has been given, this is binding on you up to 11pm on the day on which the particular lot is auctioned. This is to allow for the possibility of a seller agreeing to sell post auction where the bidding has not reached the reserve. 17.12 The authority can only be withdrawn by written notification via email actually received us by 5pm the day before the Auction, or delivered into the hands of the acting auctioneer in the Auction room half an hour before the start of that day’s Auction. It is your responsibility to obtain a receipt of a copy of the withdrawal notification authorised by a representative of the Auctioneer. Without such a receipt, the authority stands, and any successful contract is binding on you. 17.13 If you submit a bidding form to us, and also bid in person at the Auction without having previously withdrawn the bidding form authority, the auctioneer is at liberty to accept such bid in addition to any bid from SDL Property Auctions staff as directed in your bidding form. This also applies if an agent bids on your behalf. We accept no liability whatsoever if the price achieved is the result only of this competition in bidding, without intervention from other bidders. 17.14 The receipt of a remote bid shall not in any way hinder the right of the seller (or auctioneer) to withdraw any lot or to sell prior to auction to a third party. 17.15 The auctioneer may disclose to the seller that a Remote Bid has been entered for the Property, but not the amount of the maximum bid. 17.16 The auctioneer may reject bids where there is any error, doubt, omission or uncertainty for any reason whatsoever. We also will not proceed with your bid if your instructions or authorisations are unclear. We accept no liability if we cannot accept your bid, and give no warranty, or guarantee, that a bid would be made on your behalf. 17.17 Neither the seller nor the auctioneer shall be under any liability to you in the event that the lot is not offered at the Auction. 17.18 When you make a bid, whether at the auction venue or remotely, you are deemed to have read all relevant terms and conditions, the sales particulars for the lot, and the contents of the legal pack (including any Special Conditions of Sale). You shall be deemed to have taken all necessary professional and legal advice, and to have made enquiries and have knowledge of any announcements to be made from the rostrum and any of the addendum relating to the relevant lot. The addendum can, and should, be checked prior to bidding by visiting our website www.sdlauctions.co.uk; 18. THE WINNING BID 18.1 The successful bidder at auction is under a binding contract to purchase the relevant property when the auction for that lot comes to an end. For a Timed Auction conducted online, the timeslot for each lot will be displayed on the webpage. For Auction Events (hosted by a live auctioneer) the auction for the lot will end on the fall of the auctioneer’s gavel. 18.2 (i) In the case of Buy-It-Now lots, the successful bidder is under a binding contract to purchase the property when ID has been provided and payment details are submitted through the online registration system, subject to 18.2(ii). In completing your registration, you are authorising the auctioneer to exchange contracts on your behalf. 18.2 (ii) In exceptional circumstances there may be a delay in processing your registration after ID and payment details are submitted under 18.2(i). This may result in another prospective buyer fully completing their registration whilst yours is pending. If this should occur, we will not be liable to you for the lost opportunity to purchase the property. 18.3 As soon as the events mentioned in 18.1 or 18.2 (as appropriate) occur, you are immediately liable for the applicable fees and to pay the deposit (if applicable). You immediately become responsible for insuring the property – the property is at your risk from the moment that you win the bid. 18.4 You must present to us your name and address on request and, if appropriate, the name and address of the person or company on whose behalf you were bidding. 18.5 We reserve the right to require you to provide a form of ID to us, on request, to hold as security (e.g.: passport or driving license). 18.6 You will not be entitled to take possession of the property or have keys to the property until completion of the sale. 19. LEGAL PACK, HOME REPORT AND LEGAL ADVICE 19.1 You must view the legal pack and (for Scottish properties) the home report for the lot you are interested in. It is strongly recommended that you instruct a qualified professional to review these documents and raise any necessary enquiries before bidding. 19.2 The legal pack can change at any time up until the auction starts, or in the case of Buy-It-Now lots, at any time up until the property is sold online. Therefore you must check the most recent version of the legal pack and the addendum before bidding on the property. Failure to check for changes to the legal pack will not be a valid reason for withdrawing from the sale. 19.3 The legal pack and home report are not prepared by SDL Property Auctions and we are not responsible for and give no guarantee or assurance as to the accuracy of its contents. We shall not have any liability to you for any inaccuracies contained in the legal pack. Where we display or provide documents provided or created by third parties, we do so only on the basis that we are not responsible for the accuracy of the information contained in that document. 19.4 If you require legal advice concerning the contents of the legal pack or conveyancing process, you must direct these questions to the instructed third party who is acting for the seller. SDL Property Auctions cannot provide legal advice concerning the contents of the legal pack or the conveyancing process, and we accept no liability for any inaccuracy or omission of legal advice provided by any third party. 20. YOUR OBLIGATIONS TO US 20.1 You must: 20.1.1 Familiarise yourself with these terms in their entirety before bidding; 20.1.2 Provide all information we reasonably need to be able to complete a reservation agreement, memorandum of sale, or contract of sale when you are the winning bidder (we may sign on your behalf); 20.1.3 Sign the necessary documents including a reservation agreement, memorandum of sale, or contract of sale when you are the winning bidder (we may sign on your behalf); 20.1.4 Pay the applicable Reservation Fee (if any) detailed in clauses 5-7; 20.1.5 Pay the applicable Buyer’s Fee (if any) detailed in clauses 5-7; 20.1.6 Pay the applicable deposit (if any) detailed in clauses 5-7; 20.1.7 Complete the sale within the timeframes set out in clauses 5-7; and 20.1.8 Provide all necessary identification documentation to allow us to comply with our legal obligations. 21. OBLIGATIONS UNDER A RESERVATION AGREEMENT 21.1 If you buy a conditional lot, you will sign (or we will sign on your behalf) a reservation agreement. 21.2 The reservation agreement contains legally binding conditions. It is recommended that you seek legal advice concerning the terms of the reservation agreement before you bid on a property. A copy is available at www.sdlauctions.co.uk. 21.3 The reservation agreement entitles you to an exclusivity period of 60 days, in which the seller can only sell the lot to you. 21.4 After the 60 days expire, the exclusivity period will end, and the seller will be permitted to sell the property to another buyer. This is so, even if all obligations under this clause have been complied with, and you have made all reasonable endeavours to proceed to exchange of contracts and completion within the 60 days. In such circumstances, the Reservation Fee remains nonrefundable.” 21.5 Under the reservation agreement, you are required to: 21.5.1 Use all reasonable endeavours to proceed to a formal exchange of contracts within the exclusivity period; 21.5.2 Immediately instruct solicitor/conveyancer to do any work required to enable contracts for the purchase of the property to be exchanged within the exclusivity period; 21.5.3 Complete all necessary work and documentation for any finance arrangements needed to pay the full purchase price of the property; 21.5.4 Keep the seller and us up to date with the progression of the sale; and 21.5.5 Use all reasonable endeavours to complete the purchase of the property within 60 days of the reservation agreement. 21.6 Under the reservation agreement, the seller is required to: 21.6.1 Refrain from agreeing to another reservation or sale of the property; 21.6.2 Refrain from allowing third parties to view the property with a view to buying it; 21.6.3 Refrain from encumbering the property; 21.6.4 Refrain from sending or giving instruction to send a contract of sale to any other person in relation to the property; 21.6.5 Use all reasonable endeavours to proceed to a formal exchange of contracts within the exclusivity period; and 21.6.6 Supply all documentation and information necessary to enable the completion of the sale within the exclusivity period. 22. OBLIGATIONS UNDER A CONTRACT OF SALE 22.1 For unconditional sales, as soon as your bid is accepted in accordance with section 18, a contract of sale is entered into. 22.2 Under the contract of sale, you must: 23.2.1 Provide all necessary information reasonably required to complete the formal contract of sale; 22.2.2 Provide all necessary identification and proof of address documentation; 22.2.3 Take all necessary measures to complete the sale within 30 days (or as otherwise stated in the special conditions); 22.2.4 Sign a formal written contract if requested to do so; 22.2.5 Pay any applicable Buyer’s Fee (see clauses 5-7); 22.2.6 Pay a deposit (see clauses 5-7); and 22.2.7 Complete the sale (and pay the full purchase price) within 30 days (or as otherwise specified in the special conditions). 22.3 If you fail to comply with the conditions set out above, we may (as agent for the seller) treat you as being in repudiatory breach of the contract of sale and so treat that contract as at an end. This means we can re-offer the property for sale. You will not be able to recover your deposit or Buyer’s Fee and the seller will have a claim against you for breach of contract. 22.4 For Buy-It-Now lots, fees and deposits must be paid immediately after agreeing to the terms and conditions of sale. You will be directed via our webpage to our thirdparty provider Sagepay and your card will then be charged automatically for the total fees and deposit applicable for the purchase. 23. OBLIGATIONS UNDER A PRIVATE TREATY SALE 23.1. The Auctioneer may, on a case-by-case basis as it deems appropriate, facilitate ‘private treaty’ sales, whereby the property may be sold outside of auction conditions. In the event of such a private treaty sale, the Auctioneer shall still be due the applicable Buyer’s Fee/Reservation Fee as would be due in accordance with our auction terms. 23.2. The Auctioneer reserves the exclusive and absolute right to determine which party shall be liable for payment of the Buyer’s Fee/Reservation Fee. If we determine that the liable party shall be you as the buyer, we shall issue both a memorandum of sale stating the agreed payment arrangement and an invoice for the applicable Buyer’s Fee/Reservation Fee to your solicitor. You shall pay the full fee to your solicitor upon completion (in addition to the completion monies owed separately to the seller). The fee shall be held by your solicitor on trust and be transferred to us as Auctioneer without unreasonable delay. 23.3. As Auctioneer, we may work to facilitate such a private treaty sale in partnership with other agents. It shall not be a valid reason for you to refuse or reduce payment of the Buyer’s Fee/Reservation Fee on completion to us on the grounds of the comparative amount of work performed by any other agent facilitating the sale. If you fail to pay the full fee in accordance with the arrangements stated on the memorandum of sale, we as Auctioneer reserve the right to take enforcement action against you with debt recovery agents. 24. DEPOSITS 24.1 If you pay a deposit (see clauses 5-7), we will hold that deposit as stakeholder for the seller (subject to clause 24.6). 24.2 The deposit is non-refundable. If you withdraw from the sale, you will not get your deposit back. We will pay the
Page 3
Page 4
deposit to the seller’s solicitor/conveyancer. 24.3 If the seller withdraws from the sale, we will return the deposit to you or your solicitor/conveyancer. 24.4 When the sale completes, we will pass the deposit to the seller’s solicitor/conveyancer and it will be deducted from the purchase price of the property. 24.5 We may retain the Contract of Sale or Minute of Preference and Enactment (as applicable) signed by or on behalf of the seller until the deposit has been received in cleared funds. 24.6 If you pay the deposit but do not pay your Buyer’s Fee on time, we may deduct the amount of the outstanding fees from the deposit. This means that the amount passed to the seller’s solicitor/conveyancer will be the deposit less any fees that have been deducted and you will need to make up this difference when you pay the full purchase price. 24.7 Interest earned on the deposit (if any) will be passed to whoever the deposit is passed to. 25. PAYMENT 25.1 For Timed Auctions, fees and deposits must be paid before exiting the online bidding platform through our third-party provider Sagepay. You will be required to provide your card details to access the online bidding platform. Your card will then be charged automatically in the event that you place a winning bid, for the applicable fees and deposit. You will receive an automatic email confirming receipt of payment. The amount that will be automatically charged will be fixed at the point you place your bid and is calculated in accordance with the guide price of the Property that applied at the time of placing your bid. If the guide price is subsequently reduced, SDL Property Auctions will issue a refund of the difference in monies taken. If the amount charged to your card does not equal the total payment required, you will then be contacted by a representative of SDL Property Auctions to pay the difference over the telephone. 25.2 For Auction Events conducted in-person at the auction venue, fees and deposits must be paid before leaving the auction venue. 25.3 For Auction Events conducted via livestream, fees and deposits must be paid immediately after a winning bid has been placed. Prior to the auction, we will email you to register your debit card details with our third-party provider, Stripe. Your payment details will be stored on their secure online payment platform. Payment will only be taken from you in the event of a winning bid. If you are the winning bidder, payment will be taken on the day of the auction. Our representatives will attempt to make a courtesy call to you before charging your debit card, however we reserve the right to process the payment owed if we cannot make contact for any reason. 25.4 For Buy-It-Now lots, fees and deposits must be paid immediately after agreeing to the terms and conditions of sale. You will be directed via our webpage to our thirdparty provider Sagepay and your card will then be charged automatically for the total fees and deposit applicable for the purchase. You will receive an automatic email confirming receipt of payment. 25.5 We do not accept cheques. 25.6 You cannot use a credit card or cash to pay any part of the deposit. 25.7 If you fail to pay fees or the deposit by the specified timescales in 25.1, 25.2 , 25.3 or 25.4 as appropriate, we can (as agent for the seller) treat the contract of sale or reservation agreement as repudiated (terminated) and re-offer the lot; if we do this, the seller may take legal action against you. Alternatively, we may sign the appropriate documents (memorandum of sale, contract of sale, or reservation agreement) on your behalf. 25.8 We may refer unpaid debts to debt collection agents. We may share your information with agents for this purpose. We may pass on the cost of recovering the debt to you. 26. BETWEEN THE END OF THE AUCTION AND COMPLETION 26.1 From the moment you win the bid, the seller does not have a responsibility to insure the lot and you bear all risks of loss or damage unless the lot is sold subject to a tenancy that requires the seller to insure the lot or the special conditions require the seller to insure the lot. 26.2 If the seller is required to insure the lot, then the seller: 26.2.1 Must show you, on request, all relevant insurance details; 26.2.2 Must use reasonable endeavours to maintain the policy; 26.2.3 Gives no warranty as to the adequacy of the insurance; 26.2.4 Must, at your request, use reasonable endeavours to have your interest noted on the policy if it does not cover a contracting purchaser; and 26.2.5 Must hold on trust for you any insurance pay outs made under the policy, and you must, on completion, reimburse the seller for the cost of that insurance policy. 26.3 No damage or destruction of the lot, nor any deterioration in its condition, however caused, entitles the buyer to any reduction in price or to delay completion or to refuse to complete. 26.4 You have no right to enter into occupation of the lot before completion. 26.5 Where we are not conducting viewings on a property and do not hold the keys, you understand that it is the Seller’s sole responsibility to facilitate the release of the keys upon completion. Enquiries should be made with the Seller’s solicitor prior to completion to ensure timely key release. SDL Property Auctions accepts no liability for any delay on the Seller’s part to provide you with the keys. 26.6 Where we are in possession of the keys to the property, we will endeavour to provide you with the keys as soon as practicable after receiving notice of successful completion from the Seller’s solicitor. Where possible, a representative will arrange to meet with you within 72 hours of completion to hand over the keys. If the property’s location means that it is not feasible for our representatives to meet with you in person, the keys will instead be posted to you using recorded delivery. You can expect to receive the keys in accordance with the timescales described on Royal Mail’s website. We are not liable to you for any loss resulting from a failure of Royal Mail, such as a delay in delivery or if the keys become lost after posting. 27. PROOF OF IDENTITY AND RESIDENCE 27.1 We are required under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 to verify the identity and residential address of our customers. We will therefore require you to provide proof of identification (such as a passport or driving license) and a separate document showing your current residence (such as a utility bill or bank statement dated within the last three months). We may request other supporting documentation at our discretion. 27.2 If we ask you for proof of identification and you do not provide the necessary documentation before the auction, we may prevent you from bidding and we will not be liable to you for any losses suffered as a result 27.3 If you refuse to provide such identification, the sale will not go ahead, and you will lose any deposit, Reservation Fee or Buyer’s Fee that you have paid. 27.4 We will use the information you provide to perform an electronic identity check, using our third-party referencing providers, Credas and Thirdfort. These providers will check the personal details supplied against their databases to verify your identity and residential address. This is not a credit check and will have no effect on your credit history. These third parties may also use your details in the future to assist other companies for verification purposes. By signing this agreement, you consent to this electronic identity check being undertaken. 27.5 Where there is more than one buyer, we require all buyers to provide appropriate identification and undertake electronic identity checks as explained in 27.4 27.6 If you are bidding as agent for someone else, we require form of authority signed by the potential buyer for you to bid on their behalf, together with appropriate identification from both you as agent and the principal. Electronic identity checks will be conducted on you both in accordance with 27.4. By signing this Agreement, you confirm that the principal is aware that this electronic identity check will be undertaken and understands the purpose for which we are processing their personal data. 27.5 If you are bidding as a representative of an organisation, we require all individuals exercising significant control over the organisation to provide appropriate identification and undertake electronic identity checks, as explained in 27.4. We may request additional information from you to identify such persons. All relevant parties affiliated with the organisation must comply with their obligations under section 27 of this Agreement before the sale can proceed. 27.6 Where the deposit or fees are paid from a bank account in someone else’s name, we may require that person to provide us with appropriate identification. 27.7 If we ask you (or any affiliated individual involved in the purchase) for proof of identification/ residency and you do not provide the necessary documentation before the auction, we may prevent you from bidding and we will not be liable to you for any losses suffered as a result. 28. CONFLICTS OF INTEREST 28.1 We are legally required to disclose to you any conflict of interest that we may have with the seller, and we are required to disclose to the seller any conflict of interest we may have with you. 28.2 If you think you might have a conflict of interest with us (for instance, because you or a family member works for SDL Property Auctions), please let us know as soon as possible so that we can comply with our obligation to notify the seller. 28.3 If we know of a potential conflict of interest between us and the seller, we will include it in the information about the property. Sometimes, we do not find out about potential conflicts straight away, so always check the property information again before bidding. 29. WITHDRAWING FROM THE SALE 29.1 If you are the winning bidder, you are legally obliged to buy the property. 29.2 If you withdraw from the sale before completion, there will be several consequences: 29.2.1 You will lose any non-refundable deposit that you have paid; 29.2.2 You will lose any non-refundable Buyer’s Fee that you have paid; 29.2.3 You will lose any non-refundable Reservation Fee that you have paid; 29.2.4 You will remain liable for any fees or deposits that are due from you but have not yet been paid (and we may take legal action against you to recover those fees or deposits); and 29.2.5 The seller may take legal action against you for breach of contract. 29.3 If you fail to complete the sale by the completion date, the seller may serve Notice to Complete (in accordance with the Contract of Sale & Auction Conditions as set out in clause 30) and once the contract has been rescinded we can re-offer the property for sale without any obligation owed to you and you will lose your non-refundable fees and deposits. 30. CONDITIONS OF SALE 30.1 When you buy at auction you agree to be bound by the following additional terms and conditions: (a) For properties and land located in England and Wales: the Contract of Sale & Auction Conditions. These will be signed on your behalf. (b) For properties and land located in Northern Ireland: the Northern Ireland Amendments (c) For properties and land located in Scotland: the Minute of Preference and Enactment & Articles of Roup. These will be signed on your behalf. All of the above-listed documents form part of and are in addition to these terms. These documents can be viewed on SDL Property Auctions’ website at www.sdlauctions.co.uk, or you can ask us for a copy. You must read these additional documents in full before purchasing a property through us. If you fail to do so, you will remain bound under this bound under these terms. You acknowledge that the auctioneer has the right to sign any applicable documents on your behalf. 31. OUR LIABILITIES 31.1 In marketing and auctioning property, we act only as agent for the seller of that property, we do not act on our own behalf. 31.2 We offer no guarantees or representations as to the condition of specifications of any property that we offer for sale. 31.3 We offer no guarantee or representation that the seller will complete the sale within the required period. 31.4 We shall not be liable to either party if the buyer or seller withdraws from an agreement to sell and thereby causes loss to the other party. 31.5 You acknowledge that to the extent permitted by law we owe you no duty of care and you have no claim against us for any loss. 31.6 We do not exclude our liability for anything that we cannot legally exclude liability for, including death or personal injury and fraudulent misrepresentation. 32. JURISDICTION 32.1 For land located in England & Wales, these terms are governed by English law and are subject to the exclusive jurisdiction of the courts of England and Wales. For land located in Northern Ireland, these terms are subject to the jurisdiction of the courts of Northern Ireland and England & Wales, to be determined by the court. 33. RESOLUTION OF COMPLAINTS 33.1 Our complaints handling policy can be found at: www.sdlauctions.co.uk/complaints-handlingprocedure/ 34. DATA PROTECTION 34.1 We will process your personal data in accordance with our data protection policy: www.sdlauctions.co.uk/privacy-policy/
Page 4
Page 5…
INSERT ACTUAL COPY OF PAGE 5
1. AUCTION CONDITIONS 1. ABOUT THESE TERMS 1.1 The following Terms and Conditions are supplementary and additional to SDL Property Auctions’ Auction Agreement, Buyers Terms (England & Wales) and the Contract of Sale and Auction Conditions. They govern the conduct of our auctions for land located in Northern Ireland. These terms do not apply to land located in England and Wales, or land located in Scotland. 1.2 Where there is a conflict between these Terms and Conditions, and any of the aforesaid documents, these Terms and Conditions will take precedence. 2. WHY YOU MUST READ THEM 2.1 If you buy or sell a property at auction that is located in Northern Ireland, you agree to be bound by these terms and conditions. If you are a Seller, please read these terms carefully prior to signing the Auction Agreement. If you are a Buyer, please read these terms carefully prior to placing a bid. If you have a question about these terms or think that there is a mistake in these terms, please contact us. 3. INFORMATION ABOUT US AND HOW TO CONTACT US 3.1 We, the Auctioneer, are SDL Auctions Limited, a company registered in England and Wales. Our Company Number is 07719474 and our registered address is 17 Regan Way, Chetwynd Business Park, Chilwell, Beeston, Nottingham, England, NG9 6RZ. 3.2 You can contact us by telephoning us on 0800 304 7879, by writing to us at our registered address, or by emailing us at enquiries@sdlauctions.co.uk. 4. INTERPRETATION 4.1 The following pieces of legislation shall not apply: (i) The Landlord and Tenant Act 1954 (ii) The Landlord and Tenant (Covenants) Act 1995 (iii) The Law of Property (Miscellaneous Provisions) Act 1994 4.2 The following definitions apply: ‘Business day’ means any day except (a) a Saturday or Sunday or (b) bank holiday or public holiday in the England, Wales and Northern Ireland. ‘Buyer’ means the party named on the Contract of Sale and Auction Conditions ‘Lease’ and ‘Landlord’ have the meanings assigned to them by the Landlord and Tenant Act (Ireland) 1860 and Lease includes a perpetual interest as by the said Act defined and an underlease. ‘Seller’ means the party named on the Contract of Sale and Auction Conditions. ‘The Property’ means the property detailed on the Contract of Sale and Auction Conditions. 5. LEGAL PACK REQUIREMENTS 5.1 The Seller’s solicitor shall produce the following documentation as part of the legal pack: (i) A full and complete Regional Property Certificate in the form prescribed and used from time to time by the Department of the Environment for Northern Ireland (or any successor thereto); (ii) A local authority search, in the form prescribed and used by the local authority for the area in which the property is situate (iii) In the case of registered land, a Land Registry map in respect of titles registered in Land Registry (iv) In the case of unregistered land, an ACE map or map otherwise based on Ordinance Survey standards suitable for an application to the Land Registry for compulsory first registration (v) In the case of properties subject to Lease/tenancy, the applicable Lease or tenancy document must be provided; in the absence of any such document, the seller’s solicitor shall confirm in writing the amount of the legally recoverable rent and other terms of the tenancy and the purchaser shall be entitled, in the absence of such knowledge or notice to the contrary to rely on the accuracy of such statement. (vi) A statutory charges search against the property for sale; (vii) A search on the index of names in the Registry of Deeds against the seller from the date of the seller’s acquisition of the property to the time of supplying the search or a folio search in relation to any relevant Land Registry Folio(s) in which the property for sale may be comprised. Where the seller is selling otherwise than as a beneficial owner a hand search shall be furnished against the last party to have acquired the property for sale as well as against the seller. (viii) If the property is subject to tenancy, the seller shall obtain and include all appropriate documentation including a Certificate of Fitness, gas safety certificate and electrical installation certificate. (ix) Enforcement of Judgement Office search and bankruptcy search or, in the case of a Company, a Companies Office search against the Seller. Where the Seller is selling otherwise than as a beneficial owner the required searches shall be furnished against the last party to have acquired the property for value. 5.2 All searches are to be no older than 6 calendar months prior to the set completion date. 5.3 Where any of the documents listed in 5.1 are not available, the Seller’s solicitor will detail the reason for the absence of the documentation in writing to the Auctioneer. 5.4 Notwithstanding the requirement in 5.3, the Buyer must undertake independent due diligence to satisfy themselves as to the condition and suitability of the Property, and the Auctioneer accepts no liability for any failure by the Seller’s solicitor to provide the required information under this clause 5. 6. TITLE & TENURE 6.1 Section 8.1 to 8.7 of the Law Society of Northern Ireland’s Conditions of Sale (3rd Edition, 2nd Revision), “General Conditions of Sale for Northern Ireland”, shall apply. 6.2 In the event of a conflict between the General Conditions of Sale for Northern Ireland, and any of: the Special Conditions of Sale, Contract of Sale and Auction Conditions, the latter document(s) shall supersede the General Conditions of Sale for Northern Ireland. 7. JURISDICTION 7.1 These Terms & Conditions are governed by the law of Northern Ireland and are subject to the jurisdiction of the courts of England and Wales or Northern Ireland, to be determined by the court.
Page 5
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
THIS IS A LEGALLY BINDING CONTRACT. Date: ADDRESS OF LOT (the Property) Address: Postcode: PURCHASE PRICE DEPOSIT RECEIVED BALANCE PAYABLE ON COMPLETION COMPLETION DATE Name: Address: Postcode: SELLER BUYER Name: Address: Postcode: Signature SDL Property Auctions acknowledges receipt of the deposit listed above. (PLUS ANY SUMS DUE IN ACCORDANCE WITH THE SPECIAL CONDITIONS OF SALE) www.sdlauctions.co.uk 1 The seller agrees to sell and the buyer agrees to buy the Property for the price stated above. This contract is subject to our SDL Property Auctions: Auction Conditions so far as they apply to the sale. Name SIGNED BY OR ON BEHALF OF THE BUYER OR BY SDL AUCTIONS LIMITED AS AGENT FOR THE BUYER: SIGNED BY SDL AUCTIONS LIMITED AS AGENT FOR THE SELLER: Signature Where the Buyer is a company, you warrant by signing this contract that you are duly authorised to act on behalf of that company. Name Signature
.
1. AUCTION CONDITIONS 1.1 The following terms apply to unconditional sales following the acceptance of a bid at auction or pre- or post-auction (both for Timed Auctions and Auction Events). By signing a contract of sale at auction, bidding on a lot at auction, or submitting an offer preor post auction, you agree to be bound by the following terms. 1.2 References to legislation are references to the legislation as amended or replaced from time to time. 1.3 For land located in Northern Ireland, these terms are subject to the Northern Ireland Amendments, “the Amendments” which form part of and are in addition to these terms. Where there is a conflict between these terms and the Amendments, the terms within the Amendments shall prevail. 1.4 Requirement to buy and sell: the Buyer is obliged to buy the Property at the price bid (exclusive of VAT and other charges) (price listed above) and the Seller is obliged to sell the Property at the price bid (exclusive of VAT and other charges). 1.5 Tenancies: the lot is sold subject to any tenancies or occupancies disclosed in the special conditions but otherwise is sold with vacant possession. 1.6 Financial charges. The Seller must discharge financial charges over the Property before completion of the sale. 1.7 Notices etc. The lot is sold subject to the following (regardless of whether they arise before or after the date of this contract), even if they are not disclosed by the Seller and even if they are not apparent from inspection of the lot or relevant documents prior to sale: (a) Matters registered or capable of being registered by any competent authority; (b) Matters registered or capable of registration as local land charges; (c) Notices, orders, demands, proposals and requirements of any competent authority; (d) Charges, notices, orders, restrictions, agreements and other matters relating to town and country planning, highways or public health; (e) Rights, easements, quasi-easements, and wayleaves; (f) Outgoings and other liabilities; and (g) Any interest which overrides under the Land Registration Act 2002 1.8 The Seller must notify the Buyer of any notices, orders, demands, proposals, and requirements of any competent authority of which the Seller learns after a Bid is accepted and the Buyer is required to comply with them and keep the Seller indemnified. 1.9 Tenant’s and trade fixtures and fittings. The lot will not include any tenant’s or trade fixtures or fittings unless the Seller specifies in the special conditions that chattels are included. If chattels are included: (a) The Buyer takes them as they are at completion and the Seller is not liable if they are not fit for use, and (b) The Seller must leave them at the lot. 1.10 Acting as prudent buyer. The Buyer buys with deemed knowledge of all documents related to the lot, the physical condition of the lot, the size of the lot, the specifications of the lot, and all other material matters in relation to the lot regardless of whether or not the Buyer actually behaved as a prudent buyer. 1.11 Reliance. The Buyer confirms that it is not relying on any information contained in the particulars of sale, any other description of the Property, or any representations made by the Auctioneer or the Seller in relation to the Property other than written replies to enquiries by the Seller’s solicitor/ conveyancer to the extent that those replies state that reliance may be made. 1.12 Between contract and completion. The Seller must insure the Property in accordance with this contract up to the date of this contract. Once the contract for sale is signed, the Buyer bears all risk of loss or damage to the Property unless: (a) The lot is sold subject to a tenancy that requires the Seller to insure the lot; or (b) The special conditions require the Seller to insure the Property. 1.13 Damage to Property after this contract is signed: If any damage or destruction happens to the Property between the date of this contract and completion, the Buyer will not be entitled to a reduction in sale price and will not be entitled to withdraw from this contract without being in breach of contract because the Property is at the risk of the Buyer from the date of this contract. 1.14 Insurance by the Seller: If the special conditions require the Seller to insure the Property then the Seller must give to the Buyer all relevant documentation relating to that insurance, use reasonable endeavours to note the Buyer’s interest on that policy if requested, and use reasonable endeavours to maintain that insurance but does not give any warranty as to the adequacy of the insurance. The Seller will hold any insurance payments in relation to the Property on trust for the Buyer. The Seller will cancel the insurance on completion. On completion, the Buyer will reimburse the Seller for the cost of the insurance from the date of this contract to completion. 1.15 Title. The Buyer accepts the Seller’s title to the lot at the date of the contract of sale and cannot raise any requisition or objection to any of the documents made available before the Auction. If the lot is registered land the Seller must give the Buyer, within 5 business days of the contract date, an official copy of the entries on the register and title plan and, where noted on the register, all documents subject to which the lot is being sold, unless the Seller has already provided this prior to auction as part of the legal pack. If the lot is not registered land the Seller must give to the Buyer, within 5 business days of the contract date, an abstract of the title starting from the root of title and produce the appropriate original documents. If title is in the course of registration, the Seller must provide to the Buyer, within 5 business days, with certified copies of the application for registration of title, evidence that all applicable Stamp Duty Land Tax relating to the application has been paid, and a letter under which the Seller or the Seller’s solicitor/conveyancer agrees to use all reasonable endeavours to answer any requisitions raised by the Land Registry and to instruct the Land Registry to send the completed registration documents to the Buyer. 1.16 Title guarantee. Unless otherwise stated in the special conditions of sale, the Seller sells with full title guarantee, except that the covenant in s3 Law of Property (Miscellaneous Provisions) Act 1994 shall not extend to matters recorded in registers open to public inspection, which are to be treated as within the actual knowledge of the Buyer (even if they were not in fact in the Buyer’s knowledge). S4(1)(b) of the Act shall not extend to any condition or tenant’s obligation relating to the condition of the Property if the Property is leasehold property. 1.17 Transfer. Unless a form of transfer is set out in the special conditions of sale, the Buyer must supply to the Seller a draft transfer at least 10 business days before the agreed completion date and the engrossment (signed as a deed by the Buyer if necessary) 5 business days before that date or (if later) 2 business days after the draft has been approved by the Seller, and the Seller must approve or revise the draft transfer within 5 business days of receiving it. 1.18 Indemnity on transfer. If the Seller has liability to a third party in relation to the Property or a tenancy of the Property after completion, the Buyer shall specifically covenant in the transfer to indemnify the Seller against that liability. 1.19 Transfer to other parties. The seller cannot be required to transfer the lot to anyone other than the buyer, or by more than one transfer. 1.20 New lease. Where the special conditions of sale state that the Seller is to grant a new lease to the Buyer, the Seller is to produce, at least 5 business days before the agreed completion date, the engrossed counterpart lease, which the Buyer is to sign and deliver to the Seller on completion. 1.21 Completion. Completion is to take place at the offices of the Seller’s solicitor/ conveyancer on the agreed completion date unless the Seller and the Buyer agree otherwise. 1.22 Notice to complete. The Seller or the Buyer may, on or after the agreed completion date, but before completion, give the other notice to complete within 10 business days making time of the essence. The person giving the notice must be ready, willing and able to complete. If the Buyer fails to comply with a notice to complete the Seller may rescind the contract, claim the deposit and any interest on it, forfeit the lot, and claim damages from the Buyer
Page 3…
the Seller fails to comply with a notice to complete the Buyer may rescind the contract and recover the deposit and any interest on it from SDL Property Auctions, the Seller, or the Seller’s conveyancers. 1.23 Rescission of the contract of sale. If this contract is brought to an end, the Buyer must return all documents to the Seller and appoint the Seller as its agent to cancel any registration of the contract and the Seller must return the deposit and any interest on it to the Buyer (or the Buyer may claim it from the stakeholder) unless the Seller is entitled to keep the deposit under the terms of this contract or the Buyer’s Terms. 1.24 Occupation. The Buyer has no right to enter into occupation of the Property until completion (unless they are already in occupation at the date of this contract). 1.25 Landlord licence. If the Seller’s lot includes leasehold land and licence to assign or sublet is required then the contract of sale is conditional on that licence being obtained. The agreed completion date is not to be earlier than 5 business days after the Seller has given notice to the Buyer that the licence has been obtained. The Seller must: (a) Use all reasonable endeavours to obtain the licence at the Seller’s expense; and (b) Enter into any Authorised Guarantee Agreement properly required. 1.26 Interest. If the actual completion date is after the agreed completion date for any reason other than the Seller’s default, the Buyer must pay interest at 5% above the base rate of HSBC on the money due for the period starting on the agreed completion date and ending on the actual completion date. 1.27 Apportionment. Income and outgoings are to be apportioned at the actual completion date unless the amount is not known at completion, in which case apportionment is to be made by reasonable estimate with a further payment being made by the Seller or the Buyer as appropriate within 5 business days of the date when the amount is known. 1.28 Calculating apportionments. Apportionments are to be calculated on the basis that the seller receives income and is liable for outgoings for the whole of the day on which apportionment is due to be made. Annual income and expenditure accrue at an equal daily rate. Where the amount to be apportioned is not known at completion, apportionment is to be made by reference to a reasonable estimate and further payment is to be made by you or the seller as appropriate within 5 business days of the date when the amount is calculated. If a payment due from you to the seller on or after completion is not paid by the due date, you must pay interest to the seller at 4% above the base rate of Barclays Bank on that payment. 1.29 Management. Where the Property is sold subject to tenancies, the Seller must manage the Property in accordance with its standard management policies between auction and completion. The Seller must consult the Buyer on all management issues that would affect the Buyer after completion and comply with the Buyer’s reasonable requirements unless to do so would expose the Seller to a liability that the Seller would not otherwise have (in which case, the Seller may act reasonably in such a way as to avoid that liability). If the Seller gives the Buyer notice of its intended management act and the Buyer does not respond in 5 business days, the Seller can act as intended. 1.30 Rent deposits. If there is a relevant assured shorthold tenancy in relation to the Property, the Seller and the Buyer must comply with their respective legal duties in relation to tenancy deposit protection. The parties must demonstrate to each other in writing that they have complied, if requested. If the Seller holds a deposit, the Seller must assign it to the Buyer or, if this is not possible, hold it on trust for the Buyer from the completion date. 1.31 VAT. Where a sale condition requires money to be paid or other consideration to be given, the payer must also pay any VAT that is chargeable on that money or consideration if given a valid VAT invoice. 1.32 Sale as a going concern. If the special conditions of sale state that the lot is to be sold as a going concern, the Seller and Buyer confirm that they are registered for VAT and the Seller confirms that the legal owner has made a VAT option that remains valid and will not be revoked before completion. The Buyer confirms that it has made or will make a VAT option in relation to the Property that remains valid and will not be revoked before completion. The Buyer confirms that it is not buying the lot as nominee for another person. After completion, the Buyer confirms that it intends to manage the Property as a continuing business and collect rent due under any relevant tenancies. If, after completion, it is found that the sale of the Property is not a transfer of a going concern then the Seller’s solicitor/ conveyancer is to notify the Buyer’s conveyancer of that finding and provide a VAT invoice in respect of the sale of the lot. 1.33 Capital allowances. If the special conditions state that there are capital allowances available in respect of the lot, the Seller must promptly supply to the Buyer all information reasonably required by the Buyer in connection with the Buyer’s claim for capital allowances. The Seller and the Buyer agree to make an election on completion under s198 of the Capital Allowances Act 2001 to give effect to the capital allowance and to submit the value specified in the special conditions to HMRC for the purposes of their respective capital allowance computations. 1.34 Maintenance agreements. The Seller must use reasonable endeavours to transfer to the Buyer, at the Buyer’s cost, the benefit of any maintenance agreements specified in the special conditions of sale. The Buyer assumes all liability under such agreements from completion date and indemnifies the seller in respect of that liability. 1.35 TUPE. If the special conditions of sale state that The Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) does not apply, this is a warranty by the Seller that TUPE does not apply. If the special conditions of sale do not state that TUPE does not apply, the Seller must notify the Buyer of relevant employees whose contracts of employment will transfer to the Buyer on completion not less than 14 days before completion. The Seller and the Buyer acknowledge that pursuant to TUPE the relevant contracts of employment will transfer to the Buyer on completion. 1.36 Service charge. If the Property is sold subject to tenancies that include a service charge, no apportionment is to be made at completion in respect of service charges. Within 2 months of completion the Seller must provide to the Buyer a detailed service charge account for the current service charge year showing the service charge attributable to each tenancy, payments on account of service charge received from each tenant, any amounts outstanding, and any service charge expenditure that is not attributable to any tenancy and so is irrecoverable. If the service charge accounts show over-contributions, the Seller must pay to the Buyer an amount equal to those over-contributions. In respect of irrecoverable sums, the Seller must pay the expenditure incurred in respect of the period before completion, and the Buyer must pay any expenditure incurred after that date. 1.37 Service charge which cannot be recovered. If service charge expenditure cannot be recovered from tenants, the seller is responsible for the cost of such expenditure before completion and the buyer is responsible for such costs after completion 1.38 Service charge reserve fund. If the seller holds a reserve fund or sinking fund in respect of future service charge expenditure, or a depreciation fund, the seller must pay it, and any interest earned on it, to the buyer on completion. The buyer must covenant with the seller to hold it in accordance with the terms of the applicable leases or transfer documents and indemnify the seller in the event that it fails to comply with the requirements of the leases or transfer documents. 1.39 Arrears relating to most recent payment or four weeks before completion. If there are any rent arrears that relate to the most recent payment date or the four weeks preceding completion, the Buyer must pay the arrears to the Seller on completion, even if the Buyer was not notified of the arrears before the sale. 1.40 Arrears listed in special conditions. The Buyer must pay to the Seller on completion all arrears listed in the special conditions. The Seller must assign to the Buyer all rights that the Seller has to take action to recover payment for those arrears. 1.41 Arrears that do not relate to most recent payment or four weeks before completion and are not listed in special conditions. The Buyer must attempt to collect the arrears in the ordinary course of managing the tenancy but need not take legal proceedings or forfeit the tenancy. Where arrears are recovered,
^^ Page 3 ^^
.
Page 4
Buyer must pay them to the Seller within five business days of receipt. If the Seller requests, the Buyer must assign its right to recover these arrears to the Seller. The Buyer must allow the Seller to have a copy of the tenancy, held to the Buyer’s order. The Buyer must not release any tenant from the requirement to pay arrears without the Seller’s permission. If the Buyer sells the Property before they have recovered the arrears, they must obtain a covenant from the new buyer’s solicitor/ conveyancer in a form similar to this one. 1.42 Arrears where Seller has right to pursue. If the Seller has the right to pursue arrears from any tenant of the Property, it must not commence insolvency proceedings or attempt to recover property from the tenant at the Property without the consent of the Buyer. 1.43 Rent reviews. If the Property is sold subject to a tenancy under which a rent review is due on or before the completion date, the Seller may continue negotiations up to the completion date but may not agree the level of revised rent without the written consent of the Buyer. The Seller must promptly give to the Buyer full details of rent review proceedings and carry out all reasonable measures to substitute the Buyer for the Seller in the proceedings following completion. Following completion, the Buyer must complete the rent review proceedings as soon as possible but cannot agree the level of revised rent without the consent of the Seller (not to be unreasonably withheld or delayed). When the rent review has been finalised, the Buyer must account to the Seller for any funds received in respect of higher rent that relates to a period when the Seller was entitled to the rent from the Property. The Seller and Buyer are to bear their own costs in relation to rent review proceedings. 1.44 Rent reviews: accounting. When the rent review has been agreed, the buyer must account to the seller for any increased rent recovered from the tenant that relates to the seller’s ownership of the property within 5 business days of receiving the rent. If a rent review is agreed before completion but the increased rent recoverable has not been received by completion, the amount recoverable will be treated as arrears. 1.45 Tenancy renewals. If the Seller receives a notice under part ii of the Landlord and Tenant Act 1954 (as amended) the Seller must send a copy to the Buyer within 5 business days and act as the Buyer reasonably directs in relation to it. After completion the Buyer must take immediate steps to substitute itself as a party to any proceedings, use all reasonable endeavours to conclude proceedings as soon as reasonably practicable, and account to the Seller for any increased rent that relates to a period where the Seller was entitled to the rent. The Seller and Buyer are to bear their own costs in relation to tenancy renewals. 1.46 Tenancy renewal notices. If the seller receives a notice under the applicable law the seller must send a copy tothe buyer within 5 business days. 1.47 Tenancy renewals substitution. Following completion, the buyer must take all reasonable measures to substitute itself as a party to any proceedings, conclude any proceedings or negotiations, and, if increased rent is recovered, account to the seller for the part of the increase that relates to the seller’s period of ownership within 5 business days of receipt. 1.48 Warranties. If warranties are listed in the special conditions of sale, the Seller must assign that warranty to the Buyer wherever possible or hold the warranty on trust for the Buyer. 1.49 Non-assignable warranties. If the warranty cannot be assigned, the seller must, after completion, hold the warranty on trust for the buyer and comply with all reasonable instructions of the buyer in relation to the warranty. 1.50 Registration with Land Registry. If sale of a lot triggers first registration or is a registrable disposition, the buyer must, as soon as reasonably possible, take steps to become the registered as proprietor of the lot and procure that all applicable rights granted and reserved are noted against the appropriate titles and provide the seller with an official copy of the register. 1.51 Landlord and Tenant Act 1987. If the 1987 Act applies and the residents have appointed a nominee, the seller will inform the buyer as soon as possible. If the nominee elects to purchase the lot under the Act, the seller will repay any deposit paid by the buyer and the contract of sale shall have effect as if the nominee had entered into it and the agreement with the buyer shall be null and void. The buyer must take all necessary steps to cancel any registrations at the Land Registry entered in respect of the contract of sale. Completion of the sale to the nominee shall take place within 22 business days and the nominee shall immediately pay the auction fees due on the sale. 1.52 The Seller’s release from covenants in leases. With regard to the Landlord and Tenant (Covenants) Act 1995, the Seller may, up to the date of completion, serve notice on any tenant in accordance with the 1995 Act requesting a complete release from future liability under the covenants contained in any relevant tenancies. If the Seller serves any such notice the Seller must use reasonable endeavours to obtain that release without being obliged to apply to court for a declaration and the Buyer agrees to provide the Seller with the necessary information to show the tenant or the court that it is reasonable to release the Seller from the covenants. If the Seller fails to achieve any such release, the Buyer shall covenant with the Seller to serve notice in writing on the Seller on completion or within five business days after completion by the Buyer to any transferee and procure that any transferee enters into a covenant similar to the one in this clause. 1.53 Sale by an insolvency practitioner. If the Seller is an insolvency practitioner, the Seller warrants that the Seller has been duly appointed and has authority to sell the Property. Neither the individual insolvency practitioner nor the company they work for has any personal liability under this contract and the transfer should include an exclusion of personal liability. The Property is sold with no title guarantee. The insolvency practitioner must produce evidence of appointment and authority where necessary. 1.54 Right of enfranchisement etc. If the provisions of the Landlord and Tenant Act 1987 or the Housing Act 1996 apply to the sale of the Property and qualifying tenants have served all relevant notices under those Acts with a view to exercising their legal option to purchase the Property, the Seller will inform the Buyer as soon as possible. The nominee may elect to take over the benefit and burden of this contract and purchase the Property. If the nominee elects to take over the sale, the Seller will return to the Buyer any deposit already paid by the Buyer and this contract will take effect as if it were between the Seller and the nominee. The Buyer must cancel any relevant registrations with the Land Registry in relation to this sale. Sale to the nominee shall take place 22 business days after the day on which the nominee takes over this contract. The nominee shall immediately pay to SDL Auctions Limited the Buyer’s Fee detailed in the Buyer’s Terms (available at www.sdlauctions.co.uk). If the nominee withdraws from the sale, the Buyer and Seller shall complete within ten business days of that withdrawal. 1.55 Payment. Payment on completion must be made in GBP (£) and only by direct transfer to the Seller’s solicitor/conveyancer. 1.56 Registration. Where the sale triggers first registration or is a registrable disposition, the Buyer must ensure that it is registered as the proprietor of the Property at the Land Registry and that, if applicable, all rights granted or reserved under the applicable lease are noted on affected titles. The Buyer must provide the Seller with evidence that it has been registered as proprietor of the Property if requested. 1.57 Surviving clauses. Where appropriate, this contract will remain in force after completion. 1.58 Assignment. The Buyer must not assign, mortgage or otherwise transfer any part of its interest under this contract. 1.59 Third parties. Other than the Buyer and the Seller listed on this contract, nobody is intended to have any benefit under this contract under the Contracts (Rights of Third Parties) Act 1999 (as amended). 1.60 Jurisdiction. For land located in England & Wales, these terms are governed by English law and are subject to the exclusive jurisdiction of the courts of England and Wales. For land located in Northern Ireland, these terms are subject to the jurisdiction of the courts of Northern Ireland and England & Wales, to be determined by the court. Document updated Ma
^^ Page 4 ^^
.
.