1. The Principal represents to Dylan Miles Ltd (DML) that he is the sole legal beneficial owner of the Motorcar, free from any encumbrances and third party rights. The Principal hereby appoints DML as his exclusive agent for the duration of the Term specified overleaf for the purpose of selling the Motorcar. The Principal warrants that the factual statements about the Motorcar and its history and provenance stated by him verbally or in writing are correct and may be repeated and relied upon by DML in its selling activity.
2. The Principal shall not during the Term, attempt to sell the Motorcar himself or appoint any other person, firm or company as the Principal’s agent for the purpose of selling the Motorcar.
3. During the Term, unless stated overleaf, the Motorcar will remain in the custody of the Principal, insured by him, but the Principal will if requested, permit DML to show the Motorcar to prospective buyers by appointment.
4. DML shall use all reasonable endeavours to secure by the end of the Term a buyer for the Motorcar and shall be entitled to sell and/or enter into any contract for the sale of the Motorcar on behalf of the Principal, provided that the gross sale price in cash is not less than the Agreed Sum, unless otherwise agreed in writing by the Principal. The sale of the Motorcar will be invoiced to the Buyer by DML acting as agent, whereupon the price will be received by DML.
5. DML does not represent that it will find a buyer for the Motorcar on terms acceptable to the Principal, and (as agent only) will not be responsible for the failure or breach of contract of either the buyer or the Principal.
6. DML shall promptly notify the Principal of all offers made for the Motorcar. If any offer is far less than the Agreed Sum or involves any part exchange proposal DML will not agree to the sale of the Motorcar on those terms unless fresh terms are agreed in writing between the parties.
7. The Principal authorises DML to incur as agent such travel and other out of pocket expenses as DML considers reasonably necessary which the Principal will reimburse in any event.
8.1 Commission as stated overleaf on the gross sale price including VAT, will be payable by the Principal to DML.
8.2 In consideration of the obligations undertaken by DML hereunder DML shall be entitled to deduct the Commission from the proceeds of sale of the Motorcar on receipt of the same, unless otherwise stated overleaf.
8.3 Once a sale is agreed and the buyer has paid the full purchase price, DML will collect the Motorcar from the Principal (unless already held by DML) and promptly remit the net sale proceeds to the Principal before delivery of the Motorcar to the Buyer.
8.4 If within one year of such introduction the Principal sells the Motorcar to a buyer who has been introduced to the Principal by DML the Principal shall pay to DML the Commission as stated overleaf on the gross sale price including VAT.
8.5 If the Principal appoints another agent to sell the Motorcar in breach of Clauses 1 and 2 of this Agreement, or himself arranges sale of the Motorcar, DML shall forthwith be entitled to terminate the agency and to receive from the Principal by way of agreed liquidated damages as default commission, the same sum as it would have recovered as commission on a sale at the Agreed Sum plus VAT.
9.1 Time is of the essence of payment and performance under this Agreement.
9.2 The Principal shall indemnify DML against any expenses, damages or losses relating to any claim made by the Buyer or any Third Party against DML arising out of the sale of the Motorcar, whether arising out of this Agreement, or otherwise.
9.3 Any waiver by either party of a breach of any provision of this Agreement shall not be considered as a waiver of any subsequent breach of the same or of any other provision.
9.4 DML shall be entitled forthwith to terminate this Agreement, without reason, by written notice to the Principal. On termination of the Agreement, the Principal shall pay for all expenditure falling due for payment after the date of the termination from commitments reasonably and necessarily incurred by DML for the performance of this Agreement prior to the date of termination.
9.5 This Agreement contains the entire agreement between the parties with respect to the agency for selling the Motorcar, supersedes all previous agreements, correspondence and understandings between them and may only be modified by a document in writing signed by the parties or their duly authorised representatives.
9.6 Any notice to be given by either party hereunder may be given by hand or sent by first class or airmail pre-paid post, or facsimile or email (followed by hard copy by post), to the other party at the addresses, facsimile numbers or e-mail addresses set out in this Agreement, and shall be deemed delivered in the case of delivery by hand when delivered, in the case of first class or airmail letter 48 hours after posting and in the case of facsimile or email when despatched and recorded as received by the recipient.
9.7 This Agreement shall be governed by English law and any dispute in connection with it (including non-contractual disputes) shall be determined by the courts of England and Wales to whose jurisdiction both parties hereby irrevocably submit.