Terms & Conditions of Sale

These terms apply to the sale of the goods identified in the Seller’s proposal (“Proposal”). They must be read with the Proposal’s commercial summary, item schedule and expressly incorporated attachments.

The “Seller” is the individual owner named in the Proposal. The “Buyer” is the person or legal entity named in the Proposal as purchasing the goods. The goods were acquired by the Seller at auction more than 12 months before the date of the Proposal and are now being offered for disposal by the Seller.

The “Portal” is the online proposal platform through which the Buyer and Seller may review the Proposal, communicate changes, submit acceptance and confirm the sale.

A “business day” means a day other than a Saturday, Sunday or public holiday in New South Wales.

“In writing” includes a signed document, email, or an electronic communication or confirmation submitted through the Portal that identifies the party, the relevant Proposal or change, and the decision being communicated. This includes deliberately selecting a clearly labelled acceptance, confirmation or agreement control and completing any required confirmation step.

The parties consent to exchanging and retaining proposals, acceptances, confirmations, variations and notices electronically through the Portal or their nominated email addresses.

1. Proposal and acceptance

The Proposal sets out the terms on which the Seller is prepared to sell the identified goods, subject to the Seller’s confirmation in writing.

A binding contract forms only when:

• the Buyer accepts the Proposal and these terms in writing before the stated acceptance deadline; and
• the Seller subsequently confirms the sale in writing on the same terms.

The Buyer may accept through the Portal by deliberately submitting the designated acceptance action. The Seller may confirm through the Portal by deliberately submitting the designated seller-confirmation action. Either party may instead communicate the relevant decision by email or signed document.

Each acceptance and confirmation must identify the relevant Proposal and any changes expressly agreed by both parties. A Portal action must be recorded and made available to the other party. Where the Seller confirms through the Portal, the contract forms when that confirmation is recorded and becomes available to the Buyer.

A counter-offer, requested change or partial acceptance does not form a binding contract unless the parties expressly agree to the revised terms in writing. A request for a change is not itself acceptance of that change.

Merely viewing the Proposal, joining an inspection, sending an enquiry or receiving an automated acknowledgement does not constitute acceptance or seller confirmation.

A person accepting or confirming on behalf of a party must have authority to bind that party.

Before a binding contract forms, the Seller may withdraw or replace the Proposal by notifying the Buyer. Any money received before a binding contract forms must be refunded if the Seller does not confirm the sale, unless the parties have expressly agreed a separate holding arrangement in writing.

2. Proposal particulars

The Proposal must identify the Seller and Buyer and state the commercial particulars of the sale, including the goods, quantities, disclosed condition, purchase price, currency, GST treatment, acceptance deadline, payment requirements and collection arrangements.

Any deposit, holding arrangement or additional charge must be expressly identified.

An express term in the Proposal prevails over an inconsistent term in these terms to the extent of that inconsistency, subject always to rights and obligations that cannot lawfully be excluded or modified.

Only attachments expressly identified in the Proposal form part of the agreement.

3. Goods, quantities and condition

The goods are sold in the quantities and condition described in the item schedule. Any classification such as surplus, clearance, discontinued, opened-box, ex-display, returned, repaired, packaged, unpackaged or untested applies only where stated for the relevant goods.

The Seller must disclose known material faults, damage, missing components and limitations in testing that are relevant to the Buyer’s assessment. Untested goods must not be represented as tested or confirmed to be working.

Descriptions, model numbers, quantities and condition statements in the item schedule identify what the Seller agrees to supply. Photographs and video assist assessment and must be identified as illustrative if they do not show the actual goods.

Recommended retail prices, market estimates and resale information are indicative only. They do not guarantee resale price, margin, demand, compatibility or commercial return.

4. Availability and material discrepancies

Until a binding contract forms, the goods remain subject to availability. The Seller may correct an error, amend the Proposal or withdraw affected goods by notifying the Buyer. Any revised Proposal must be accepted and confirmed in accordance with clause 1.

After a binding contract forms, neither party may change the agreed goods, quantities, condition or price without the other party’s written agreement.

If either party discovers a material discrepancy, shortage or inability to supply the agreed goods, that party must notify the other promptly. The parties may agree in writing to an adjustment, replacement, refund or other appropriate resolution. Substitution requires the Buyer’s written agreement.

If the Seller cannot supply the goods materially as agreed and no resolution is agreed within 10 business days after written notification, the Buyer may cancel the affected part of the sale. Where the discrepancy materially undermines the purpose of an agreed whole-lot purchase, the Buyer may cancel the whole sale.

The Seller must refund payments attributable to cancelled goods within seven business days after cancellation. These arrangements do not limit other rights or remedies available under the agreement or applicable law.

5. Bulk sales

Where the goods are offered and accepted as a lot, bundle or bulk purchase, the agreed purchase price applies to that purchase as a whole.

The Buyer may not change the composition of the purchase, require individual items to be removed or substituted, or demand individual repricing after the contract forms without the Seller’s written agreement.

This clause does not restrict the Buyer’s subsequent resale of individual items and does not limit rights concerning shortages, material discrepancies or other breaches of the agreement.

6. Price, currency and collection costs

The Buyer must pay the purchase price in the currency stated in the Proposal. The Seller is not registered for GST and no GST is charged on this sale.

The purchase price is the total amount payable for the goods, excluding only additional costs expressly identified in the Proposal or subsequently agreed in writing.

Unless the Proposal states otherwise, the Buyer must arrange and pay for collection, loading, freight and transit insurance.

Where the Buyer arranges export, the Buyer is responsible for those arrangements and applicable import duties, taxes and charges at the destination. Each party remains responsible for statutory obligations imposed on that party by law.

7. Payment, deposits and default

The Buyer must pay the purchase price in cleared funds by the deadline stated in the Proposal. The Seller is not required to release the goods before receiving full payment.

Any deposit forms part of the purchase price. The Proposal must state when the deposit is payable, whether it reserves the goods, and the agreed cancellation and refund arrangements. A deposit is not automatically forfeited merely because it is described as a deposit.

If the Buyer fails to pay an amount when due, the Seller may give written notice identifying the overdue amount and allowing at least five business days to remedy the default. If the default remains unremedied after that period, the Seller may terminate the uncompleted sale by written notice.

Any retention of a deposit or other payment following Buyer default must be lawful, supported by the agreed terms and proportionate to the Seller’s recoverable loss. The Seller must account for any amount retained and refund the balance, without recovering the same loss twice.

Where the Seller terminates for a reason other than Buyer default, payments for goods not supplied must be refunded within seven business days, without limiting the Buyer’s other rights.

Any amount the Buyer is legally required to withhold and remit to the Australian Taxation Office counts towards payment of the purchase price when properly remitted. The Buyer must provide the required withholding documentation and reasonable evidence of remittance.

8. Collection, loading and delay

The Buyer must collect the goods at the time and place agreed in the Proposal or subsequently agreed in writing.

Unless otherwise agreed, the Buyer is responsible for suitable vehicles, labour, equipment and insurance. The Buyer must comply with reasonable site, safety, access and loading requirements notified before the collection appointment.

The Proposal must identify any loading assistance the Seller agrees to provide.

Additional storage, handling or rebooking charges may apply only where collection is delayed for reasons attributable to the Buyer, and only at a rate or on a calculation basis disclosed before the contract forms or subsequently agreed in writing. The Seller must give reasonable written notice before those charges begin and take reasonable steps to minimise them.

If the Seller cannot make the goods available as agreed, the parties must arrange a reasonable alternative collection time. The Buyer is not responsible for additional charges arising from delay attributable to the Seller.

9. Risk, ownership and title

The Seller confirms that the Seller owns the goods or is authorised to sell them and can transfer title free of third-party security interests or encumbrances, except those expressly disclosed and accepted by the Buyer in writing.

Risk of accidental loss or damage passes to the Buyer when the goods are physically handed over to the Buyer or its nominated carrier at the agreed collection point. Where the Seller undertakes loading, handover occurs when that loading is completed.

Title passes when the Seller receives the full purchase price, including any amount treated as paid under clause 7.

Transfer of risk does not excuse either party from responsibility for loss or damage caused by its breach of the agreement or other liability imposed by law.

10. Additional warranties and resale responsibility

The Seller does not offer an additional contractual warranty unless expressly stated in the Proposal.

Any manufacturer warranty that may exist is governed by its own terms. The Seller does not promise that such a warranty is current, available or transferable unless expressly confirmed in the Proposal.

The Buyer is responsible for assessing suitability, compatibility, installation requirements and its intended resale channels, and for complying with legal obligations arising from its own installation, use or resale of the goods.

This clause does not remove obligations imposed on the Seller by law or override an express description or promise in the Proposal.

11. Liability and non-excludable rights

The goods are sold in their disclosed condition, including defects and limitations expressly identified in the Proposal or item schedule and matters reasonably apparent from any inspection actually undertaken.

The description of the transaction as a private disposal, and the absence of an additional warranty, do not themselves exclude a right or remedy.

Nothing in the Proposal or these terms excludes, restricts or modifies any guarantee, condition, warranty, liability, right or remedy that cannot lawfully be excluded, restricted or modified under the Australian Consumer Law or other applicable law.

These terms do not impose a blanket exclusion of liability or a blanket prohibition on refunds or claims.

12. Inspection and information

Before accepting, the Buyer may request further information or arrange a virtual inspection through Google Meet. An in-person inspection may also be arranged by agreement, subject to reasonable access and safety requirements.

Virtual inspections take place at a mutually agreed time. The Buyer may identify particular goods, labels, packaging, components or disclosed condition issues it wishes to view. The Seller must make reasonable efforts to show the requested details and identify anything that cannot reasonably be accessed, demonstrated or verified.

A virtual inspection is limited to what is shown and can reasonably be observed through the video connection. It does not establish that every item in a lot has been individually inspected or tested unless expressly confirmed in writing. The Seller must distinguish any sample shown from an inspection of the entire lot.

The Seller must answer questions honestly, based on information reasonably available to the Seller, and identify material uncertainty or lack of testing. Any description or promise made during an inspection may have legal effect; any agreed change to the sale must be recorded in writing.

If the Buyer chooses to proceed without inspection after a reasonable opportunity has been offered, that choice does not create a right to cancel merely because the Buyer later changes its commercial assessment.

Participation in an inspection does not itself constitute acceptance. Acceptance does not waive rights concerning undisclosed defects, inaccurate descriptions, shortages, express promises or other matters for which the Buyer has a remedy under the agreement or applicable law.

13. Confidentiality

The parties must keep non-public negotiated pricing and other sale details expressly identified as confidential.

Necessary disclosure is permitted to employees, professional advisers, financiers, insurers and logistics providers involved in assessing or completing the sale, provided they are informed of the confidential nature of the information and are subject to appropriate confidentiality obligations.

Disclosure is also permitted where required by law, reasonably necessary to enforce legal rights, or made to a court, regulator or law-enforcement body.

This clause does not restrict disclosure of information already lawfully public or ordinary product and condition information reasonably necessary for the Buyer’s lawful resale of the goods.

14. Entire agreement and variation

The agreement consists of the Proposal, these terms, expressly incorporated attachments and any written changes agreed by both parties when the sale is confirmed.

Together, those documents record the entire agreement concerning the sale.

A subsequent variation is effective only when agreed in writing by both parties. This may occur through email, a signed document, or deliberate agreement by both parties through the Portal to the same identified variation.

Uploading a revised document, editing a Portal field or submitting a requested change does not itself vary an existing agreement.

Terms in a Buyer’s purchase order do not vary the agreement unless expressly accepted by the Seller in writing.

This clause does not exclude liability for misleading conduct or other rights or remedies that cannot lawfully be excluded.

15. Governing law

The sale is governed by the laws of New South Wales, Australia.

The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and courts entitled to hear appeals from them, subject to any jurisdiction or forum rights that cannot lawfully be excluded.

16. Severability

If a provision is invalid, illegal or unenforceable, it is severed to the extent necessary. The remaining provisions continue in effect to the extent they can operate lawfully.