1. About Us and Appointment                                                                                     Avaleo Kitchens Limited trading as Kitchen Exchange Terms and Conditions and registered in England and Wales with company registration number 08323743.
    • As the name suggests, we advertise for sale used and ex-display kitchens (“the Products”). The Products advertised for sale on our website either belong to or are supplied by businesses, suppliers of kitchens or private individuals (“the Seller”).
    • Kitchen Exchange is appointed by the Seller to act as their authorised agent for the promotion and sale of their Products. This means that, in the event of an agreement for the sale and purchase of a Product being procured via Kitchen Exchange, it will not be a party to the contract for that sale and purchase (“the Contract”) such Contract being binding upon the Buyer (“the Buyer”) and the Seller only. A Contract is not therefore concluded online but rather between the Buyer and the Seller directly.
    • These terms and conditions apply to your engagement with the Kitchen Exchange, whether as a Buyer or a Seller.
    • Kitchen Exchange reserves the right to vary these terms of business and conditions from time to time.
  2. Interpretation
    • Interpretation:
      • a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
      • any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
      • a reference to writing or written includes emails.
  1. Sale and purchase
    • As a Seller, your agreement to advertise your Product on the Kitchen Exchange website is your indication that you have read and accepted these Terms and Conditions.
    • The Seller sells and the Buyer buys the Product free from all liens, charges and encumbrances.
    • When buying an item, you agree that:
      • you are responsible for reading the full item listing before making an offer or commitment to buy;
      • you enter into a legally binding contract with the Seller to purchase the Products when you commit to buy an item, or your offer is otherwise accepted.
    • The Seller warrants that they either own the Product or has authority to bind any third party which owns the Product for the sale of the Product.
    • The Seller provides Kitchen Exchange with the authority to display images of the Product on the Kitchen Exchange website and any other medium it sees fit in order to advertise the Products for sale.
    • Your engagement with Kitchen Exchange is not in reliance on any statement, representation, assurance or warranty (whether made innocently or negligently) other than that which is set out in these terms and conditions.
  2. Product sold as seen
    • You can contact Kitchen Exchange to make any enquiries regarding the availability, specification, location or other detail regarding any Product advertised on the Kitchen Exchange’s website.
    • Kitchen Exchange will do its best to provide as much information on the Product as it can but it is not under any duty to disclose the identity of the Seller or the specific address of the location of the Product.
    • Kitchen Exchange can liaise with the Seller to facilitate arrangements of any inspection of any Product which is advertised on its website.
    • The details of the Products are given only for the purposes of identifying the Product and do not make this agreement a sale by description.
    • The Product is sold “as seen”. Kitchen Exchange makes no representations and gives no warranties as to the quality, condition, state or description of the Product, or their fitness or suitability for any purpose. All implied statutory or common law terms, conditions and warranties as to the Product are excluded to the fullest extent permitted by law.
    • All Products advertised for sale on Kitchen Exchange are deemed as second hand and as such are sold as seen. The images provided on the Kitchen Exchange website are indicative of (but not necessarily conclusive of) the condition of the Products. A Buyer is encouraged to inspect the Products to evaluate both their aesthetic and working condition in advance of entering any Contract to buy any Product.
    • The Products may be sold with or without appliances. Enquiries can be made with the Kitchen Exchange as to the specific details of any appliances being sold as a part of any Product advertised.
    • Kitchen Exchange gives no warranty in relation to the working condition or otherwise of any Product or any appliances sold as a part of any Product.
    • All statements on the Kitchen Exchange website regarding any Product are statements of opinions and are not, nor are they to be relied upon as, statements or representations of facts.
    • Photographs on the website, advertisements or brochures of forthcoming sales are solely for the guidance of intending Buyers and are not to be relied upon in terms of tone or colour or to reveal imperfections in any Product. Intending buyers must satisfy themselves by inspection or otherwise as to the physical description of any Product(s).
    • Neither the Seller nor Kitchen Exchange are responsible for the correctness of any statement as to the authorship, origin, date, age, attribution, authenticity or provenance of any Products or any other areas of description.
    • Neither the Seller nor Kitchen Exchange are responsible for any faults or defects in any Product.
    • Neither the Seller nor Kitchen Exchange nor any person in their employ have any authority to make any representation or warranty nor are they responsible for any representation or warranty or any statement on the Kitchen Exchange website of forthcoming sales
  3. Right to inspect equipment

The Buyer acknowledges that, before the date of this agreement:

  • the Seller has given the Buyer a reasonable opportunity to inspect [and test] the Product; and
  • the Buyer has satisfied itself as to the quality and condition of the Product.
  1. Price and payment
    • As a Seller your agreement to advertise your Product for sale on the Kitchen Exchange is subject to the following terms:
      • Unless agreed otherwise payment will be made in cleared funds to the Seller less Kitchen Exchange’s charges; and
      • Unless agreed otherwise, Kitchen Exchange’s charge represents 25% of the final price for which any Product is sold.
    • Kitchen Exchange may change their charges from time to time. These will be notified on our website with [30] day’s notice.
    • The prices of Products advertised on Kitchen Exchange are inclusive of any VAT applicable and are also inclusive of Kitchen Exchange charges.
    • Prices are exclusive of any delivery charges for any Product. Kitchen Exchange are not engaged or retained by any Seller to deliver or relocate any Product.
    • The Kitchen Exchange aims to provide as up to date pricing information as it can in relation to any Product however, the prices detailed on the Kitchen Exchange may be subject to variation from time to time. Kitchen Exchange will endeavour to advise any Buyer of any change as it becomes aware of any such variation.
    • The Buyer shall pay the Price advertised on Kitchen Exchange’s website or such other price that may be agreed between the Seller and the Buyer.
    • If a party fails to make any payment due to Kitchen Exchange under the agreement by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 4% per annum above [FULL NAME OF BANK]’s base rate from time to time. Interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.
    • The time for payment is of the essence. Payment will only be effected when the Seller receives the Price in cleared funds.
  2. Delivery and Dismantling
    • Buyers are free to remove kitchens purchased through Kitchen Exchange website themselves;
    • If a Buyer chooses to remove a kitchen there may be certain stipulations they have to abide by in terms of insurance etc. that the Seller has requested be in place.
    • Kitchen Exchange cannot be held responsible for any damage or loss occurring from the dismantling and delivery of Products.
    • Kitchen Exchange does not dismantle and/or deliver kitchens themselves but can provide details of third party fitters. If a Buyer instructs a third-party fitter to dismantle and/or deliver a Products purchased through the Kitchen Exchange website, then the Buyers contract is directly with the fitters and the Kitchen Exchange will not a party to the contract.
  3. Title and risk
    • The risk of damage to or loss of the Product shall pass to the Buyer on completion of delivery.
    • The title to the Product shall pass to the Buyer only on payment in full (in cash or cleared funds) of the Price.
  4. Limitation of liability
    • Nothing in this agreement shall limit or exclude the Seller’s liability for:
      • death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
      • fraud or fraudulent misrepresentation;
      • breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
      • any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.
    • Subject to clause 1, The Kitchen Exchange shall under no circumstances be liable to the Seller or the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the agreement.
  5. Compensation
    • You will compensate us in full (and our officers, directors, agents, subsidiaries, joint ventures and employees) for any losses or costs, including reasonable legal fees, we incur arising out of any breach by you of this agreement, your improper use of The Kitchen Exchange’s services or your breach of any law or the rights of a third party.
  6. Termination
    • Without limiting its other rights or remedies, the either party may terminate the agreement with immediate effect by giving written notice to the other party.
    • Termination of the agreement, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this agreement which existed at or before the date of termination.
    • Any provision of the agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
  7. General
    • Force majeure. Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.
    • Confidentiality
      • Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party;
      • Each party may disclose the other party’s confidential information:
        • to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 2; and
        • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      • No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this agreement.
    • Entire agreement.
      • This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
      • Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
    • No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    • A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
      • waive that or any other right or remedy; or
      • prevent or restrict the further exercise of that or any other right or remedy.
    • If any provision or part-provision of the agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to mathe Kitchen Exchange it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the agreement.
    • Further assurance Each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this agreement.
      • Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, [fax or] email.
      • A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 8(a); if sent by pre-paid first class post or other next working day delivery service, at [9.00 am] on the [second] Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by [fax or] email, one Business Day after transmission.
      • The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
    • Third party rights. No one other than a party to this agreement shall have any right to enforce any of its terms.
    • 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.
    • Each party irrevocably agrees that the courts of England and Wales shall have exclusive 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 .