Sale and Buyback Terms and Conditions
1. SCOPE
1.1 These Terms and Conditions (“Terms”) apply to all Sales Orders and exclusively govern the sale of Goods by you to us and/or any of our affiliated companies and any subsequent buyback of such Goods by you during the Buyback Period or Extension Period (as applicable).
1.2 Each Sales Order shall constitute a separate contract and shall incorporate all of the terms and conditions set out in these Terms to the exclusion of any and all other terms or conditions. Any additional or different terms imposed by you will not form part of this Agreement and are explicitly excluded.
1.3 If there is any conflict or ambiguity between a Sales Order and these Terms, the terms set out in the Sales Order shall apply.
1.4 Nothing in this Agreement shall oblige us to purchase any Goods or provide any services to you.
1.5 Headings used in these Terms are for convenience only and shall not affect the interpretation of the Agreement.
1.6 Reference in these Terms to “business days” are to days on which the premises of FJewellery at which the Sales Order was entered into are normally open for business of sale and purchase of items such as the Goods. 2. TESTING
2.1 We are entitled to inspect and test the Goods at any time before agreeing a Sales Order and entering into an Agreement with you. For example, we may require that the Goods are tested for authenticity, quality and/or purity purposes.
2.2 By proffering Goods to us for sale purposes, you are deemed to agree to permit us to submit the Goods to industry-accepted appropriate forms of testing. We will use reasonable care when testing the Goods. However, you acknowledge and accept that any testing of Goods may cause some superficial damage to the Goods for which we are not liable.
2.3 You further acknowledge and accept that certain items may be more susceptible to damage due to the state in which they are provided by you to us (for example, items that are worn, fragile or brittle). In such cases, our only obligation is to use reasonable care with respect to items submitted to us for testing.
2.4 You remain fully responsible for the Goods during any inspection or testing of the Goods.
2.5 You are liable for all risk or damage to the Goods until they are purchased by us after testing is concluded. We would encourage you to insure the Goods at all times whilst they are in your possession and control. If you are submitting any Goods on behalf of a third party, it is your responsibility to ensure that the third party has given you permission to submit those Goods to us for testing. We are entitled to assume that any such consent has been given and bear no responsibility to you or such third party if this is not the case.
2.6 In the absence of any negligence or other breach of duty by us, any testing carried out by us is entirely at your own risk and we accept no liability to you or any third party relating to the same. If a claim or right of action exists, you irrevocably waive such claim and release and forever discharge us, our officers and employees from all any liability in respect of it.
2.7 We are not bound to purchase any Goods until testing is concluded satisfactorily, and any oral representations made to you at the time you approach us to sell Goods are not considered to be binding on either party.
3. SALE AND PURCHASE OF GOODS
3.1 Subject to satisfactory testing, or to our waiving our right to test, you agree to sell, and we agree to purchase, the Goods for the Purchase Price.
3.2 You sell the Goods to us with full title guarantee, free from all liens, charges and encumbrances.
3.3 Payment by us of the Purchase Price for the Goods shall be made in sterling by electronic transfer or cash (at our sole discretion).
3.4 Title to the Goods shall pass immediately to us upon payment of the same. This means that we will legally own the Goods, and all rights and title to the Goods, will belong to us on payment.
3.5 You shall have no right whatsoever to claim or retake possession of the Goods once the Goods have been purchased by us. You similarly agree that you will take no steps to advertise the Goods as being yours, or to conduct yourself in any way that is inconsistent with our full title to the Goods, unless and until repurchased in accordance with these Terms.
4. YOUR BUYBACK RIGHTS
4.1 Subject always to clause 6, you have the right during the Buyback Period to buyback the Goods by following the steps set out at clause 4.3.
4.2 You also have the option to request an extension of the Buyback Period. If you wish to benefit from an Extension Period, you must give us notice and pay the Extension Fee (set out in the Sales Order) by close of business on the business day preceding that date of expiry of the Buyback Period. Any Extension Period shall be agreed by us in our sole discretion and is strictly subject to the conditions set out in clause 6.
4.3 To exercise your buyback rights during the Buyback Period or Extension Period (as applicable) you must: (a) give us a minimum of 24 hours’ advance notice of your intention to repurchase the Goods. You can contact us using the contact details set out in the Sales Order; (b) collect the Goods within two business days following our confirmation that the Goods are available for you to repurchase. If you fail to collect your Goods during this time, you will be required to submit a new request under clause 4.3(a), which will be subject to the 24 hours’ advance notice; (c) bring your original copy of this Agreement when you collect the Goods. If you fail to retain this Agreement and you have not previously notified us, we may, in our sole discretion, proceed with the sale and buyback subject to you: (i) providing us with a duly sworn statutory declaration in a form agreed by us; (ii) paying us an administrative fee at the rates set out in the Sales Order; and
(iii) indemnifying us from any loss or damage we may suffer in respect of the release of the Goods to you without the original copy of the Agreement; and (d) pay the Repurchase Price for the Goods you wish to repurchase to us by bank transfer
unless otherwise agreed by us.
4.4 Important – we have the right to ask you when attending to repurchase Goods to provide us with formal photo-identification in the form of a current passport or driving licence, and to provide any other reasonable evidence we may require to substantiate your identity.
4.5 This Agreement will be deemed to have been fulfilled and completed if you repurchase the Goods set out in a Sales Order and pay us in full for doing so.
4.6 If you do not exercise your right to repurchase the Goods during the Buyback Period or Extension Period (as applicable), the Goods shall remain our property, and this Agreement shall automatically terminate.
5. YOUR WARRANTIES
5.1 You warrant and undertake to us that:
(a) you are over 18 and have full capacity and authority and all necessary consents to
enter into this Agreement and perform your obligations under this Agreement;
(b) you are the sole legal and beneficial owner of, and own all the rights and interests in,
the Goods;
(c) the Goods are free from any security interest, option, mortgage, charge, loan, or lien;
(d) no third party has any claim in respect of the Goods provided hereunder; and
(e) all statements you have made relating to the Goods are true accurate and not
misleading.
5.2 If any of the above warranties or undertakings at clause 5.1 are breached, found to be untrue, misleading or are made negligently, then without prejudice to our other rights and remedies, you shall on demand by us pay the Repurchase Price relating to the Goods listed in the breached Sales Order together with any and all losses, damages, claims, costs and expenses (including legal expenses) incurred by us as a result of or in connection with your breach.
5.3 The warranties and undertakings set out at clause 5.1 are deemed to apply at all material times following sale of the Goods to us and for the duration of the Buyback Period (and Extension Period, if applicable).
6. DISCLAIMER
6.1 We will take reasonable care of Goods in our possession and control during the Buyback Period or Extension Period (as applicable); however we are under no obligation to take any special care of the Goods and we do not commit to insuring the Goods (and if we do insure the Goods, such insurance will be for our exclusive benefit).
6.2 Goods which you repurchase during the Buyback Period (or the Extension Period, if applicable) are repurchased in the condition in which you find them on date of repurchase. We do not warrant that the condition at time of repurchase will be identical to that at the date on which you sold them to us. All implied statutory or common law terms, conditions and warranties as to the Goods sold by us are excluded to the fullest extent permitted by law.
6.3 We may be unable to offer the Goods to you to repurchase during the Buyback Period or Extension Period where this is rendered impossible due to circumstances beyond our reasonable control.
These include:
(a) where Goods have been stolen from our premises;
(b) where we are unable to operate our business for reasons such as governmental or
regulatory intervention, court order or closure on account of communications, labour,
meteorological, political, military or paramilitary matters outside of our control; or
(c) where there is a competing legal claim to the Goods which restrains our ability to sell
them until resolution thereof.
In any such case, we have no liability to you for our inability to resell any Goods to you for the duration of the period of any such interruption or for any loss or other financial consequence that you may suffer. Please also refer to clause 9.2.
6.4 We will use reasonable endeavours to retain the Goods for the duration of the Buyback Period but we reserve all our rights in and to the Goods, which include the right to sell, rent, charge, commercially exploit, or otherwise deal with the Goods in any way at any time that is consistent with our legal and beneficial ownership thereof.
6.5 If for any reason the Goods are not available for you to repurchase during the Buyback Period, (or if applicable, the Extension Period) we shall have no liability to you in respect of such Goods under this Agreement provided that if the Goods become unavailable during the Extension Period, we shall reimburse the Extension Fee to you.
7. DATA PROTECTION
7.1 We collect personal data about you which may include your first name, surname, email address, telephone number, home address, occupation, bank statements, passport, driving licence which we use to administer this Agreement, KYC purposes, to contact you, fulfil our statutory obligations, and when otherwise required by law.
7.2 We process your personal data in accordance with our Privacy Policy which can be accessed online via our website here and/or viewed in our shops. Also, a printed copy of our Privacy Policy can be provided on request.
7.3 It is important that you provide us with accurate information. If you provide false or inaccurate information or we suspect fraud, this information may be recorded and shared with the authorities and other relevant parties.
7.4 We reserve the right to retain your data for six years after our account with you is closed, whether settled by you or in default.
8. LIMITATION OF LIABILITY
8.1 If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a direct and foreseeable result of our breaking this Agreement or our failing to use reasonable care and skill, but we are not responsible for any indirect, consequential or unforeseeable loss or damage.
8.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence; for fraud or fraudulent misrepresentation; or for breach of your legal rights in relation to our services.
8.3 To the extent that we are liable under this Agreement, our liability shall be limited to lesser of the Purchase Price of the individual Goods that are the subject matter of the claim and £10,000 (ten thousand pounds).
9. GENERAL
9.1 Value Added Tax (VAT). All sums payable to us under this Agreement are exclusive of any VAT or other applicable sales tax, which shall be added to the sum in question. A VAT invoice shall be provided against any payment where applicable.
9.2 Force Majeure. We shall not be liable for any delay or failure in the performance of our obligations to you as stated in clause 6.3. If the period of delay or non-performance continues for 5 business days, we may terminate this Agreement by giving written notice to you.
9.3 Assignment. This Agreement is personal to you and may not be assigned without our prior written consent. We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our rights and obligations under this Agreement, provided that we give prior written notice of such dealing to you.
9.4 Entire Agreement. This Agreement constitutes the entire agreement between you and us. Each party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
9.5 Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
9.6 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
9.7 Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Agreement is deemed deleted, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
9.8 Survival. Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect, including the following clauses: 3.4, 3.5, 5.1, 5.2, 6, 7, 8 and 9.
9.9 Regulatory disclosure. FJewellery is authorised or regulated by the Financial Conduct Authority. However, the services to which this Agreement relates do not fall within the scope of such authorisation.
(a) The sale and buyback of Goods in accordance with this Agreement are not undertaken
in accordance with a regulated consumer credit agreement.
(b) While we may (and usually will) provide you with written notice that the Buyback
Period (or if applicable, the Extension Period) has expired, we are not obliged to do so
and not liable for consequences of any failure to do so.
(c) You do not have any right in relation to this Agreement to raise a complaint with the
Financial Ombudsman Service.
(d) In the event that FJewellery ceases to trade, you have no claim under the
financial Services Compensation Scheme.
9.10 Complaints to us. If you are not satisfied with the service provided by us under this Agreement, we have a written complaint handling procedure which is available on request.
9.11 Notices. Each notice or communication given under this Agreement shall be in writing and shall be delivered by hand or sent by special delivery post to the other party at its address set out in the Sales Order (as may updated from time to time). Each such notice shall be deemed to have been served, in the case of by hand and special delivery, when actually received; or if sent by special delivery post and returned marked "gone away" or to the like effect, on return of such special delivery mail.
9.12 Third party rights. This Agreement does not confer any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement on any persons besides you and us.
9.13 Shari’a Islamic law) compliance. A purpose for this Agreement is to enable customers of ours to transact business without becoming liable to make (or receive) payments that are or includes sums of interest. We have used (and in performing this Agreement, will continue to use) all reasonable endeavours to avoid the presentation of any financial matter that may be construed as a charge to interest. We do not, however, warrant that this Agreement is complaint with principles of Shari’a law in this regard, and it is for you to seek your own advice on this matter if it is of concern to you.
9.14 Governing law. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. 9.15 Jurisdiction. Each party agrees that the courts of England and Wales shall have jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.