Quest Meditech Limited Terms and Conditions (February 2026 Edition)

Quest Meditech Limited provides the auction website known as Quest Meditech Marketplace available at www.questmeditech.com (the “Platform”).  In addition to making the Platform available, Quest Meditech provides Auction Preparation Services, Auction Fulfilment Services and Storage Services (as defined below).  The Platform, the Auction Preparation Services, the Auction Fulfilment Services and the Storage Services are made available subject to these conditions.  By using the Platform, a User agrees on behalf of the Account Owner to be bound by and comply with these terms and conditions. The Platform is intended for business use only and is not intended for consumer use. Consumers should not use this Platform.

The Conditions

1. INTERPRETATION
2. 1. In these Conditions the following terms have the meanings set against them.
      
      Account Owner;
      the company, entity or organisation detailed in a User’s Account, which authorises the User, the Seller and/or the Buyer (as applicable) to act on its behalf as its representative for the purposes of using the Platform, and the party with which Quest Meditech contracts for the purposes of these Conditions;  
      
      Account;
      the registered account of an Account Owner on the Platform;
      
      Auction Fulfilment Services;
      the services supplied by Quest Meditech to a Buyer following an Auction, whereby Quest Meditech facilitates the transportation and (where applicable) the Deinstallation of the Equipment from the Seller’s designated location to the Buyer’s designated location, and such other services as may be relevant to delivery of the Equipment to the Delivery Location;
      
      Auction Preparation Services;
      the services supplied by Quest Meditech to a Seller prior to a Listing going live, which may include a site survey of the Equipment and/or other verification checks in relation to the Equipment, as determined by Quest Meditech and the Seller during the Listing process;
      
      Auction;
      the sale process conducted through the Platform whereby Sellers offer Equipment for sale and Buyers submit bids;
      
      Buyer;
      means the Account Owner which purchases Equipment through the Platform following a successful Auction bid by a User; 
      
      Conditions;
      these conditions;
      
      Confidential Information;
      information belonging to or relating to Quest Meditech’s business affairs or activities that: (i) has been labelled as such or identified as confidential information; or (ii) may reasonably be deemed to be confidential in the circumstances of its disclosure or use. Any documents produced as a result of site surveys or verification checks carried out by Quest Meditech, or other documents produced by Quest Meditech, are considered Confidential Information.  Such documents may be made available on the Platform as part of a Listing but are not permitted for use outside of the Platform by any person or entity that is not a User, Account Owner, Buyer and/or Seller;
      
      Deinstallation;
      the systematic and safe process of disconnecting, dismantling and removing the Equipment from its installed location, including (where applicable) isolation from power, gases, fluids, data connections and mounting structures, in accordance with manufacturer instructions, applicable laws and industry standards, to enable transportation, storage, resale or disposal, and “Deinstall” shall be construed accordingly;
      
      Delivery Location;
      the location designated in writing by the Buyer to which the Equipment will be delivered or, where Storage Services are supplied, the location designated by Quest Meditech for the supply of the Storage Services;
      
      Equipment;
      medical equipment, devices, instruments, machinery, and related items listed for sale on the Platform;
      
      Fees;
      the fees payable to Quest Meditech for the Auction Preparation Services and the Auction Fulfilment Services;
      
      Intellectual Property Rights;
      all patents, copyright, trade marks, business names, rights in get up and goodwill, the right to use for passing off, rights in designs, database rights, rights to use and protect the confidentiality of Confidential Information (including know-how) and all other intellectual property rights, registered or unregistered, which subsist now or in the future in any part of the world;
      
      Listing;
      a Seller's advertisement of Equipment for sale via Auction on the Platform. Listings are classified as either: (1) a “Non-Verified Auction”; or (2) a 'Verified Auction”;
      
      Personal Data;
      has the meaning given in the Data Protection Act 2018 and the UK General Data Protection Regulation;
      
      Platform Fees;
      the fees charged by Quest Meditech to the Seller for use of the Platform; 
      
      Platform;
      the website, mobile applications, and associated services operated by Quest Meditech for facilitating Auctions of Equipment available at www.questmeditech.com;
      
      Quest Meditech;
      Quest Meditech Limited, company number 16198042, whose registered office address is at Nutty’s Farm, Childerditch Lane, Little Warley, Brentwood, Essex, CM13 3EH;
      
      Seller;
      the Account Owner who lists Equipment for sale on the Platform through a User;
      
      Services;
      the Auction Preparation Services, the Auction Fulfilment Services and/or the Storage Services, as applicable;  
      
      Storage Fees;
      the Fees charged by Quest Meditech to the Buyer for the Storage Services;
      
      Storage Services;
      the services facilitated by Quest Meditech for storage of the Equipment on behalf of the Buyer; 
      
      Transaction Completion;
      completion of the Transaction which shall take place in accordance with clause 8.5; 
      
      Transaction;
      a sale and purchase of Equipment concluded through the Platform;
      
      User;
      a user of the Platform which acts on behalf of and represents an Account Owner;
      
      Working Day;
      a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
   2. Where a law or legal provision is referenced in these Conditions, it is a reference to such law as it is in force from time to time.  A reference to a law or legal provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
2. ACCEPTANCE AND SCOPE
3. 1. Agreement to Conditions: By accessing or using the Platform, creating an Account, or listing or bidding on Equipment, the Account Owner, acting through a User, agrees  to be bound by these Conditions. If an Account Owner does not agree to these Conditions, it must not use the Platform or allow a User to use the Platform on its behalf.
   2. Platform Role: The Platform operates solely as an intermediary venue connecting Sellers and Buyers. Quest Meditech is not a party to any Transaction between a Seller and Buyer. All Transactions are directly between Sellers and Buyers.
   3. No Agency: Nothing in these Conditions creates any agency, partnership, joint venture, employment or franchising relationship between Quest Meditech and an Account Owner. Quest Meditech does not act as agent for any Seller, Buyer and/or Account Owner.
   4. Amendments: Quest Meditech reserves the right to modify these Conditions at any time. Continued use of the Platform after changes constitutes acceptance of the modified Conditions. Material changes will be notified via the Platform or by email.
3. USER ACCOUNTS AND ELIGIBILITY
4. 1. Registration: To list Equipment or participate in Auctions, a User must register for an Account on behalf of an Account Owner by providing accurate, complete and current information. The registration process includes registering for an account with Quest Meditech’s approved third-party payment and verification provider, currently Stripe Payments Europe, Limited (via Stripe Connect).  This includes agreeing to any terms and conditions required by Stripe Connect in relation to operating an account with Stripe Connect.   Stripe will carry out various verification checks on the Account Owner and User for regulatory and compliance purposes. Consumers and private individuals acting in a personal capacity are not permitted to register for an Account or to use the Platform.
   2. Eligibility: Each Account Owner represents and warrants that:
   3. 1. the User(s) registered to the Account Owner is representing and acting on behalf of the Account Owner and has legal capacity to enter into binding contracts on behalf of the Account Owner.  
      2. the User(s) registered to the Account Owner has authority to bind the company, organisation or entity they represent to these Conditions;
      3. it is not, and none of its Users are prohibited by law from using the Platform;
      4. all registration information submitted by User(s) on behalf of the Account Owner is truthful, accurate, current, and complete.
         
         A User is at all times acting on behalf of the Account Owner, and for the purposes of these Conditions, the Account Owner agrees the contractual terms contained in these Conditions. 
   3. Account Security: The Account Owner is responsible for and shall procure that each User is responsible for:
   4. 1. 1. maintaining the confidentiality of its Account credentials;
         2. all activities conducted through its Account;
         3. notifying Quest Meditech immediately of any unauthorised use or security breach.
   4. Multiple Users: An Account Owner may nominate multiple Users to act on its behalf and to represent it on the Platform.  Any Users who represent the same Account Owner must not bid against each other and must not bid on Equipment being sold by a User acting for the same Account Owner.  Whilst an Account Owner may have multiple Users representing it on the Platform, an Account Owner cannot have more than one Account.
   5. No Consumer Rights: The Platform does not provide goods or services to consumers. The Platform is intended solely for business-to-business transactions.  If a consumer uses the Platform contrary to these Conditions, Quest Meditech reserves the right to terminate access to the Platform, and the consumer acknowledges that consumer protection rights do not apply to Transactions conducted through the Platform.
   6. International Use. Account Owners accessing the Platform using Users based outside the United Kingdom acknowledge and agree that:
   7. 1. The Platform is operated under the laws of England and Wales;
      2. The Transactions are governed by English law; and
      3. The Account Owner is, and shall procure that its User(s) is,  solely responsible for compliance with any applicable local laws or regulations in its jurisdiction.
4. SERVICES
5. 1. Services:  Quest Meditech will provide certain Auction Preparation Services to the Seller and/or Auction Fulfilment Services to the Buyer, where applicable.  Clauses 4, 5, 8 and 9 govern how the Services will be supplied by Quest Meditech. 
   2. Auction Preparation Services: The Auction Preparation Services are supplied by Quest Meditech to the Seller.  Excluding site surveys for installed Equipment, the Auction Preparation Services are not applicable in “Unverified Auctions”.  For the avoidance of doubt, site surveys alone do not constitute a “Verified Auction”. Where a Seller purchases health checks, inspections or verification services as part of the Auction Preparation Services, such checks are limited to the scope expressly stated by Quest Meditech in writing and reflect the condition of the Equipment only at the time the checks were undertaken. The checks do not constitute a warranty, certification or guarantee of condition, performance, safety or regulatory compliance.  
   3. Listings: When a Seller generates a Listing, the Listing options chosen by the Seller will determine what Auction Preparation Services are to be supplied. Auction Preparation Services: (1) include surveys of a Seller’s site to determine what activities are required, if any, to Deinstall the Equipment and to transport the Equipment; and (2) may include verification services, whereby Quest Meditech will carry out various checks on the Equipment to verify its condition. The information generated from the Auction Preparation Services will be made available on the Listing. Where Auction Preparation Services are required in relation to a Listing, the Listing will not go live until the Auction Preparation Services have been completed. 
   4. Auction Fulfilment Services:  The Auction Fulfilment Services are supplied by Quest Meditech to the Buyer  Following a successful bid by the Buyer, Quest Meditech will liaise with the Buyer to arrange supply of the Auction Fulfilment Services and (if applicable) the Storage Services.  Auction Fulfilment Services: (1) include packing and transportation of the Equipment from the Seller to the delivery location designated by the Buyer in writing (the “Delivery Location”); (2) may include Deinstallation of the Equipment where this is expressly specified to be included in the Transaction; and (3) will include such other services as the Buyer and Quest Meditech may agree in writing.
   5. Storage Services: Quest Meditech shall, where agreed with a Buyer in writing, provide Storage Services for the Equipment.  Quest Meditech shall agree in writing, in advance with the Buyer, the scope of the Storage Services. Subject to the Buyer paying the Storage Fees, Quest Meditech shall provide the Storage Services in accordance with the agreed scope.  For the purposes of these Conditions, where Quest Meditech supply Storage Services to the Buyer, the Delivery Location shall be the premises designated by Quest Meditech for the Storage Services. 
   6. Supply of Services and Third-Party Providers: Any Services provided by Quest Meditech will be supplied in a professional and diligent manner, using reasonable skill and care.  Quest Meditech engages third-party service providers to supply the Services on its behalf. Quest Meditech shall at all times remain responsible for the acts and omissions of its third-party service providers.
   7. Timings: Quest Meditech shall use reasonable endeavours to meet any timings specified for delivery of the Services but it does not guarantee that the Services shall be supplied in accordance with any such timings.
   8. Changes: Quest Meditech reserves the right to alter the scope of the Services to be supplied if this is necessary to comply with any applicable laws or regulatory requirements.  However, if such alteration constitutes a material change to the scope of the Services, Quest Meditech shall notify the Buyer or Seller, as applicable.
5. BUYER AND SELLER OBLIGATIONS
6. 1. Obligations: Each Buyer and Seller (as applicable) shall:
   2. 1. co-operate with Quest Meditech and provide Quest Meditech with the information it reasonably needs to provide the Services, including (without limitation) promptly supplying any documentation or information Quest Meditech reasonably requests to supply the Services (such as the collection address and contact information for the Equipment and delivery addresses and contact information for delivery of the Equipment) and ensuring such information and documentation is accurate, complete and correct;
      2. provide Quest Meditech and its employees, agents, consultants and subcontractors with access to the Equipment and the premises required by Quest Meditech to provide the Services, subject to Quest Meditech complying with, and procuring that its employees, agents, consultants and subcontractors comply with, any health, safety and security policies and procedures that are notified to it in advance;
      3. in the case of the Seller, ensure that all Confidential Information and Personal Data has been properly removed from the Equipment prior to any Deinstallation and/or transportation of the Equipment.  Quest Meditech accepts no liability for any failure by the Seller to comply with this obligation, and the Seller understands that a failure to properly remove such Confidential Information and/or Personal Data may give rise to a data breach and/or security breach on the Seller’s part; and
      4. in the case of the Seller, ensure that any software on the Equipment which is required for the Equipment to operate properly has been accurately described in the Listing and that the licence for such software can be transferred to the Buyer. 
   2. Defaults: If Quest Meditech is unable to carry out its contractual obligations because the Buyer or Seller (as applicable) has failed to perform its contractual obligations in respect of the Services (a “Default”):
   3. 1. without affecting any other right or remedy available to Quest Meditech, it may suspend supply of the Services until the Seller or Buyer (as applicable) resolves such Default;
      2. Quest Meditech will not be liable for any costs or losses the Seller or Buyer (as applicable) suffers or incurs because Quest Meditech is unable to perform its contractual obligations; and
      3. the Seller or Buyer (as applicable) will reimburse Quest Meditech on request for any costs or losses it suffers or incurs arising as a result of the Default.
6. LISTING RULES AND SELLER OBLIGATIONS
7. 1. Listing Accuracy: Sellers must ensure that all Listings:
   2. 1. contain accurate, truthful, and complete descriptions of the Equipment;
      2. include clear, genuine photographs of the actual Equipment being offered. At least one image of the Equipment must be provided for the Listing;
      3. disclose all material defects, wear, damage, or limitations;
      4. accurately state the condition, age, specifications, provenance of the Equipment, and usage and service history;
      5. where applicable, accurately describe any limitations regarding use and/or operation of the Equipment;
      6. comply with all applicable laws and regulations;
      7. accurately specify regulatory status and compliance claims;
      8. do not infringe any third-party intellectual property rights;
      9. where the Equipment contains software which is necessary for the use of the Equipment, ensure that appropriate licences and permissions have been obtained for the use of such software and that such software licences and permissions can be transferred to the Buyer on Transaction Completion;
      10. do not contain any third-party links directing Users away from the Listing and/or the Platform; and
      11. contain information regarding the location of the Equipment, together with site conditions and ensure the information is accurate and not misleading.
   2. Prohibited Items: Sellers must not list Equipment that:
   3. 1. is stolen, counterfeit, or otherwise illegally obtained;
      2. does not comply with applicable safety standards or regulatory requirements, unless this is expressly referenced in the Listing;
      3. is subject to recall or safety notice;
      4. requires a licence or certification that the Seller or Buyer does not possess;
      5. contains Personal Data, confidential information or patient information in any form;
      6. contains hazardous materials not properly disclosed and packaged;
      7. is otherwise prohibited by law from sale or transfer;
      8. Quest Meditech determine, in its sole discretion, to be inappropriate for the Platform.
   3. Data Deletion Requirement: A Seller must, prior to listing Equipment:
   4. 1. permanently delete all Personal Data, patient data, and confidential information stored on or in the Equipment;
      2. verify that no recoverable data remains on the Equipment; and
      3. remove or destroy any storage media if data cannot be securely erased.
   4. Seller Warranties: By creating a Listing, the Seller represents and warrants that:
   5. 1. it has legal title to the Equipment or authority to sell it;
      2. the Equipment is free from liens, security interests, encumbrances and third-party claims;
      3. the Listing complies with all requirements in this clause 6; and
      4. all data has been permanently deleted in accordance with clause 6.3.
   5. Account Owner Warranty: By placing a bid, the Account Owner represents and warrants that the User has the requisite authority to place  bids on its behalf and that the Account Owner has funds available to purchase the Equipment and pay the associated Fees and Platform Fees in the event of a successful bid.
   6. Binding Listings: Listings constitute a binding offer to sell. Sellers must complete Transactions for Equipment that receives qualifying bids in accordance with these Conditions. Once a Listing goes live, it cannot be edited by the Seller. 
   7. Listing Approval: All Listings are subject to approval by Quest Meditech prior to publication on the Platform. Quest Meditech may approve, reject, delay or request amendments to Listings. Listing approval by Quest Meditech does not constitute verification of the Listing’s accuracy, condition or compliance with these Conditions or applicable laws or regulatory requirements.
   8. Listing Removal: If Quest Meditech determines, or reasonably believes, in its absolute discretion that a Listing infringes any of the Listing rules contained in this clause 6, it reserves the right, without any liability to the Seller, to remove the Listing (either permanently or temporarily) from the Platform. In this situation, the Seller will be notified of the Listing removal and the reason for the removal.  The Seller may contact Quest Meditech to endeavour to resolve the issue using the contact information detailed in clause 22.
7. AUCTION PROCESS
8. 1. Bidding: Users may place bids on Equipment in a Listing. All bids are binding offers to purchase and are irrevocable. By placing a bid, an Account Owner acting through its User commits to purchasing the Equipment if its bid is successful. Account Owners must ensure that Users have authority to place a bid on their behalf and ensure that funds are available to purchase the Equipment before a User places a bid.
   2. Winning Bid: Upon conclusion of an Auction, the highest qualifying bid constitutes a binding contract directly between the Seller and the Buyer.
   3. Start Prices: Sellers may set start prices. If bidding does not meet the start price, the Seller is not obligated to complete the sale.
   4. Automatic Bidding: A User may, on behalf of the Account Owner, set an ‘autobid', which will automatically place bids on behalf of the Account Owner up to a maximum amount.  Autobids increase in predefined increments as determined by the Platform. Autobids do not guarantee winning an Auction. For the avoidance of doubt, if two autobids are placed for the winning amount, the first autobid placed will be the winner of the Auction.
   5. Auction End: Auctions will end at the scheduled time unless extended by the Platform in accordance with its rules.  The highest valid bid at the close of the Auction is deemed the winning bid, subject to any applicable start price.
   6. Unsold Auctions, Failure to Pay by a Buyer and Post-Auction Offers: Where an Auction ends without a successful sale or a Buyer fails to pay the sums due pursuant to clause 7.7, the Seller may (at its option):
   7. 1. Relist the Equipment for Auction. Platform Fees shall not be payable in respect of any relisted Equipment until such Equipment is successfully sold in an Auction and Transaction Completion occurs; 
      2. Offer the Equipment to the highest bidder or subsequent bidders at a specified offer price. Any post-auction offer constitutes an “invitation to treat” and is not a binding offer unless the offer is expressly accepted by the Buyer; or 
      3. Remove the Equipment from Auction and from the Platform.  If Equipment is removed from Auction and from the Platform following an unsuccessful Auction, the Seller shall not be charged any Platform Fees.  
   7. Post-Auction: Following a successful Auction, the Buyer must pay the winning bid amount plus applicable fees (comprising the Platform Fees, the Fees payable for the Auction Fulfilment Services, together with any other Fees (such as but not limited to Storage Fees) applicable to the Listing) within seven (7) days following the Auction close.  The payment timeframe will be clearly displayed at the relevant Transaction touchpoints, including at checkout and post-auction notifications. Failure to complete payment within seven (7) days will constitute a breach of these Conditions. In such circumstances, the Buyer will be deemed to have cancelled its purchase of the Equipment and the Seller’s options outlined in clause 7.6 shall apply.
   8. Multiple Re-listings: If a Seller relists Equipment multiple times, Quest Meditech reserve the right to refuse relisting, acting at its sole discretion. 
   9. Seller’s Responsibilities: The Seller accepts full responsibility for the condition, safety, operability and legal and regulatory compliance of the Equipment.  Unless expressly stated otherwise, Equipment is sold on an “as described” basis.  To the fullest extent permitted by law, Quest Meditech does not provide any warranties, guarantees or certifications in relation to the Equipment. 
   10. Cancelling an Auction: Once an Auction is live, it cannot be cancelled by a Seller except in exceptional circumstances approved by Quest Meditech.
   11. Platform Role: Quest Meditech facilitates the Auction process but is not responsible for resolving any disputes or issues between Sellers and Buyers in relation to the Equipment.  Buyers and Sellers must liaise directly to resolve any issues, concerns, complaints or disputes regarding the Equipment.
8. AUCTION FULFILMENT SERVICES
9. 1. Transportation: Quest Meditech shall facilitate transportation of the Equipment and where agreed in writing, Deinstallation services to Deinstall the Equipment from the Seller’s premises. Following a successful Auction, Quest Meditech shall liaise with the Seller and the Buyer, together with the relevant third party providers, to agree when the Auction Fulfilment Services are to be supplied.
   2. Collection and Delivery: Quest Meditech will have confirmed with the Seller, as part of the Auction Preparation Services, the location from which the Equipment is to be collected (and, where applicable, Deinstalled). Quest Meditech shall endeavour to facilitate prompt delivery of the Equipment to the Buyer at the Delivery Location.
   3. Delays to Deinstallation: Where applicable, if a Seller requests that the date of Deinstallation (the “Deinstallation Date”) is delayed, the Seller acknowledges and agrees:
   4. 1. that such request may result in administration charges being levied on the Seller by Quest Meditech.  Such administration charges represent the costs incurred by Quest Meditech in cancelling and rearranging the Deinstallation.  The administration charges shall be a percentage of the costs payable for the Deinstallation:

2. 1. 1. The Seller agrees that the administration charges represent a fair and reasonable amount for the time and costs incurred by Quest Meditech to cancel and rearrange Deinstallation.
      2. The Seller understands and agrees that if delays are excessive (being more than two (2) weeks following the Deinstallation Date) or the Seller repeatedly requests that Deinstallation is delayed, the Buyer shall be permitted to cancel the Transaction without any liability to the Seller.
   1. Completion of Delivery: Delivery will be completed when the Equipment is delivered to the Delivery Location.  If Quest Meditech provides the Buyer with a date for delivery, this is an estimated date only.  Quest Meditech will endeavour to ensure delivery takes place on such date but it does not guarantee that delivery will take place on such date.  Quest Meditech will not have any liability to the Buyer if it cannot deliver the Equipment because: (1) the Buyer has failed to provide Quest Meditech with the correct information for delivery and/or the necessary access permissions at the Delivery Location; (2) the Buyer has failed to ready the Delivery Location for the Equipment; and/or (3) of an event outside of Quest Meditech’s control.
   2. Transaction Completion: Notwithstanding clause 8.6, delivery of the Equipment shall be deemed to have taken place when the Equipment arrives at the Delivery Location. For the avoidance of doubt, where Storage Services are supplied to the Buyer, the Delivery Location shall be the location designated by Quest Meditech for the supply of the Storage Services, and delivery of the Equipment shall be deemed to have taken place when the Equipment arrives at the designated storage facility.  Quest Meditech shall procure that evidence of delivery is obtained.  Once Quest Meditech has verified such evidence, the Transaction will be deemed to have been completed (“Transaction Completion”). Quest Meditech shall then authorise its third-party payment provider to release funds for payment of the Equipment to the Seller.
   3. Redelivery: If the Buyer does not accept delivery of the Equipment at the Delivery Location, Quest Meditech may store the Equipment for a reasonable period until the Buyer rearranges delivery, and Quest Meditech reserves the right to charge the Buyer for the costs of storing Equipment at the prevailing rates in force at the time, until successful redelivery, together with the costs of redelivery.  If the Buyer has not rearranged delivery after a reasonable period (being four (4) weeks after the first delivery attempt), Quest Meditech may sell or dispose of the Equipment and the Buyer will be required to reimburse Quest Meditech for any costs it has incurred as a result of such sale or disposal.  If Quest Meditech sells the Equipment, it shall account to the Buyer for any proceeds of such sale following deduction of its costs.  Failure of the Buyer to accept delivery of the Equipment at the Delivery Location shall not affect Transaction Completion, and provided Quest Meditech has complied with clause 8.5, Transaction Completion shall be deemed to have occurred. Further, the Buyer shall not be entitled to receive any refund of the sums paid by the Buyer for the Equipment and the Auction Fulfilment Services in the Auction.  If Quest Meditech attempts redelivery and redelivery is again unsuccessful, Quest Meditech may (at its sole discretion) give the Buyer the opportunity to rearrange redelivery again or sell or dispose of the Equipment in accordance with this clause.
   4. Storage Services: Where Quest Meditech agree to supply Storage Services to the Buyer, the Buyer shall be required to pay the Storage Fees in advance. Quest Meditech shall facilitate transportation of the Equipment to the storage facility and shall be responsible for keeping the Equipment safe and secure during the agreed period of the Storage Services.  The Buyer shall promptly agree with Quest Meditech when the Equipment will be collected by the Buyer from the storage facility, or delivered to the Buyer’s designated location. If the Buyer fails to arrange delivery / collection of the Equipment from Quest Meditech within four (4) weeks of the Storage Services end date, Quest Meditech may sell or dispose of the Equipment and the Buyer will be required to reimburse Quest Meditech for any costs it has incurred as a result of such sale or disposal.  If Quest Meditech sells the Equipment it shall account to the Buyer for any proceeds of such sale following deduction of its costs which shall include (without limitation) the Storage Fees payable for any extended period for the Storage Services at the prevailing rates in force at the time.  The Buyer shall indemnify Quest Meditech against any losses it suffers or incurs as a result of the Buyer failing to collect or arrange delivery of the Equipment from Quest Meditech’s storage facility. 
2. OWNERSHIP AND RISK
3. 1. Transfer of Risk to Quest Meditech: Risk in the Equipment will transfer from the Seller to Quest Meditech when Quest Meditech (or its authorised representative) collects the Equipment from the Seller.  Where Deinstallation forms part of the Auction Fulfilment Services, risk in the Equipment will pass when Quest Meditech (or its authorised representative) begins Deinstallation.
   2. Risk during Transit: During the period between collection of the Equipment from the Seller and delivery of the Equipment to the  Delivery Location, Quest Meditech shall be responsible for, and assume risk in the Equipment. 
   3. Transfer of Risk to Buyer: Risk in the Equipment will transfer to the Buyer when the Equipment is delivered at the Delivery Location, unless clause 8.6 or 8.7 applies.  Quest Meditech shall be responsible for the environment in which the Equipment is stored and the physical storage of the Equipment.  Quest Meditech accepts no responsibility or liability for any technical malfunctions of the Equipment that are not connected to the environment in which the Equipment is stored.
   4. 1. Where clause 8.6 applies: risk in the Equipment shall pass on successful redelivery of the Equipment; and
      2. Where clause 8.7 applies: risk in the Equipment shall pass upon collection of the Equipment by the Buyer from the storage facility, or where the Buyer arranges for Quest Meditech to transport the Equipment from the storage facility to an agreed location, risk shall pass when the Equipment is delivered to such location.   
   4. Title: Title to the Equipment will pass to the Buyer on Transaction Completion, unless clause 8.6 applies.  Where clause 8.6 applies, title to the Equipment will pass on successful redelivery of the Equipment.
3. PROHIBITED CONDUCT
   Prohibitions: Account Owners must not, and shall procure that Users do not:
4. 1. create false, inaccurate, or misleading Listings;
   2. bid on its own Listings or manipulate Auction outcomes;
   3. engage in shill bidding or other fraudulent bidding practices;
   4. interfere with or disrupt the Platform or servers/networks connected to the Platform;
   5. use automated systems (such as bots or scrapers) to access the Platform without Quest Meditech’s written permission;
   6. circumvent the Platform to complete Transactions off-platform to avoid fees;
   7. collect or harvest User information without consent;
   8. impersonate any person or entity;
   9. transmit viruses, malware, or other malicious code;
   10. violate any applicable law or regulation;
   11. infringe the Intellectual Property Rights of Quest Meditech or any third party (including other Users and/or Account Owners);
   12. harass, abuse, or harm other Users or include in any Listing any content which is defamatory, obscene, vulgar, discriminatory, or otherwise objectionable;   
   13. use the Platform for any unlawful purpose; and/or
   14. act in any manner which in Quest Meditech’s opinion is detrimental to the Platform and/or may damage the reputation of Quest Meditech as operator of the Platform.
4. PLATFORM RIGHTS: REMOVAL, SUSPENSION, AND TERMINATION
5. 1. Listing Removal: Quest Meditech reserves the right, in its sole discretion and without prior notice, to:
   2. 1. remove, hide, or disable any Listing that Quest Meditech determines breaches these Conditions;
      2. remove any Listing that contains inaccurate, misleading, or incomplete information;
      3. remove any Listing that Quest Meditech believes violates applicable law or may expose Quest Meditech, Account Owners and/or Users to liability;
      4. remove any Listing for any other reason Quest Meditech deems appropriate.
   2. Account Suspension: Quest Meditech may immediately suspend any Account if it determines, or has reasonable cause to believe that:
   3. 1. an Account Owner acting through its User has violated these Conditions;
      2. suspicious, fraudulent, or illegal activity has occurred;
      3. suspension is necessary to protect the Platform, other users, or third parties;
      4. investigation of potential Conditions violations is warranted.
   3. Account Termination: Quest Meditech may terminate any Account, with or without cause, at any time, including for:
   4. 1. repeated or serious violations of these Conditions, including any pattern of behaviour that is inconsistent with fair use of the Platform (repeated breaches may include multiple issues, whether minor or otherwise, which taken together negatively impact Account Owners, Users or Quest Meditech or are detrimental to the reputation of Quest Meditech and/or the Platform);
      2. providing false or misleading information;
      3. engaging in prohibited conduct under clause 10 or, in the case of Sellers, breaching any of the Listing rules in clause 6;
      4. failure to pay applicable Fees;
      5. any reason Quest Meditech deems appropriate in its sole discretion including any breach of these Conditions.
   4. Effect of Termination: Upon Account termination:
   5. 1. the rights of an Account Owner and its User(s) to access and use the Platform may immediately cease.  Where an Account Owner has multiple Users, a breach by one User may result in all Users acting on behalf of the Account Owner having their right to access the Platform terminated, and this shall be determined by Quest Meditech at its sole discretion;
      2. Quest Meditech may delete that Account Owner’s and its User’s Account data and all active Listings;
      3. The Account Owner remains liable for all outstanding obligations;
      4. The clauses in these Conditions intended to survive termination shall remain in full force and effect.
   5. No Liability: Quest Meditech has no liability to any Account Owner, User or any third party for removal of Listings, suspension or termination of Accounts in accordance with these Conditions.
5. FEES AND PAYMENT
6. 1. Auction Preparation Services Fees: The Fees payable for the Auction Preparation Services shall be as notified by Quest Meditech to the Seller prior to the Listing going live.  The Fees for the Auction Preparation Services are payable in advance by the Seller and shall be paid by credit or debit card using Quest Meditech’s approved payment provider.  The Seller shall be required to pay for the Auction Preparation Services (where applicable) in advance of a Listing going live. The Auction Preparation Services shall not be supplied until payment has been made. An invoice for the Auction Preparation Services shall be issued by Quest Meditech to the Seller following payment.
   2. Payment for the Equipment: The sum payable for Equipment shall be as notified by Quest Meditech to the Buyer following completion of the Auction. The Buyer shall be required to pay the sums due for the Equipment within seven (7) days of the Auction closing by credit or debit card or bank transfer. Payment in advance is required.  Upon receipt of funds from a Buyer, such funds will be held pending Transaction Completion. Funds are held by Quest Meditech’s third party payment provider [Stripe]. The holding of funds does not constitute an escrow or trust arrangement.  On receipt of funds from the Buyer, an invoice will be issued by Quest Meditech on behalf of the Seller to the Buyer.  Such invoice does not constitute proof that the Buyer owns the Equipment.  Title to the Equipment will pass in accordance with clause 9.4. 
   3. Auction Fulfilment Services Fees: The Fees payable for the Auction Fulfilment Services shall be estimated by Quest Meditech and published as part of the Listing.  The exact Fees payable for the Auction Fulfilment Services shall be as notified by Quest Meditech to the Buyer  following completion of the Auction as part of the ‘checkout’ process and will be dependent on the precise scope of the Auction Fulfilment Services required by the Buyer. The Buyer shall be required to pay for the Auction Fulfilment Services within seven (7) days of the Auction completing by credit or debit card or bank transfer. The Auction Fulfilment Services shall not be supplied until payment has been made. An invoice for the Auction Fulfilment Services shall be issued by Quest Meditech to the Buyer following payment. If transportation of the Equipment is to a destination outside the United Kingdom, this can be facilitated but shall be ‘priced on application’ and subject to specific agreed delivery terms determined between the Buyer and Quest Meditech in writing.
   4. Storage Fees (where applicable): Where the Buyer requests Quest Meditech provide the Storage Services, the Storage Fees shall be as notified by Quest Meditech to the Buyer and payable following completion of the Auction as part of the ‘checkout’ process, and will be dependent on the precise scope of the Storage Services required by the Buyer. An invoice for the Storage Fees shall be issued by Quest Meditech to the Buyer immediately following payment. If the Buyer requests an extension to the Storage Services, Quest Meditech shall invoice the Buyer for the additional Storage Fees from time to time, as and when the extension is requested by the Buyer. Such invoice shall be due for payment within seven (7) days from the date of invoice.
   5. Platform Fees: The Platform Fees are payable by the Seller,  The Platform Fees are calculated based on a percentage of the price the Equipment is sold for following successful completion of an Auction and Transaction Completion. The Platform Fees shall be as notified to the Seller during the Listing process or as otherwise agreed in writing with Quest Meditech.  Quest Meditech reserves the right to change its Platform Fees from time to time.  Any changes to the Platform Fees shall not affect active Listings.  Relisted Equipment shall be subject to the Platform Fees in force as at the date of relisting.  
   6. Currency: All Transactions are conducted in Pounds (£) GBP only. 
   7. VAT: Value added tax shall be added to Quest Meditech’s invoices where applicable.
   8. Interest: If payment of any Fees is overdue, Quest Meditech may, at its discretion, charge interest on such overdue sum under the Late Payment of Commercial Debts (Interest) Act 1998 from the due date of payment until the date of actual payment.
   10. Taxes: The Buyer and Seller are responsible for determining and settling all applicable taxes, import duties, export duties, customs payments and other related sums arising from the Transaction.
   11. Set-Off:     Quest Meditech may at any time, without notice to the Account Owner, set off any liability of the Account Owner to Quest Meditech against any liability of Quest Meditech to the Account Owner, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under these Conditions. Any exercise by Quest Meditech of its rights under this clause shall not limit or affect any other rights or remedies available to it under these Conditions or otherwise.
6. THE PLATFORM
7. 1. Proprietary Rights: Account Owners acknowledge and agree that Quest Meditech and/or its licensors own all Intellectual Property Rights in the Platform.
   2. Platform Usage Rules: Account Owners  agree, and shall procure that their User(s) agree, that they:
   3. 1. will not assign, lease, rent, loan, transmit, network or otherwise distribute or make the Platform available in any manner to third parties without Quest Meditech’s prior written consent;
      2. will use the Platform for their own business purposes only;
      3. will take steps to keep access to the Platform secure (for example, by keeping login credentials confidential) and safeguard the Platform from access by unauthorised persons;
      4. will not (and will not permit any third party to) reverse engineer, decompile or disassemble the Platform; and
      5. shall indemnify Quest Meditech against any loss or damage it may suffer as a result of an Account Owners and/or its User’s breach of this clause 13.2.
7. DISCLAIMERS AND LIMITATIONS OF LIABILITY
8. 1. No Liability for Equipment: Quest Meditech expressly disclaim all responsibility and liability for:
   2. 1. the quality, safety, condition, functionality, or fitness for purpose of any Equipment listed, sold, or purchased through the Platform;
      2. any defects, malfunctions, or safety hazards associated with Equipment;
      3. the accuracy of Equipment descriptions, specifications, or representations made by Sellers;
      4. any injury, damage, or loss arising from the use of Equipment purchased through the Platform;
      5. compliance of Equipment with applicable regulatory standards, safety requirements, or certifications.
   2. No Liability for Listings: Quest Meditech have no responsibility or liability for:
   3. 1. inaccurate, misleading, false, or incomplete Listings;
      2. verification of Listing content or Seller representations;
      3. the conduct, identity, or qualifications of Sellers or Buyers;
      4. disputes between Sellers and Buyers regarding Transactions.
   3. Platform Availability Disclaimer: Quest Meditech will use reasonable endeavours to make the Platform available 24 hours a day 7 days per week excluding down time for planned and emergency maintenance.  Notwithstanding the foregoing, Quest Meditech accept no responsibility for:
   4. 1. Platform availability, uptime, or accessibility;
      2. technical errors, bugs, or malfunctions in or connected to the Platform;
      3. interruptions, delays, or service outages in or connected to the Platform;
      4. data loss or corruption;
      5. compatibility with an Account Owner and/or its User’s devices or systems.
   4. "As Is" Provision: The Platform is provided "AS IS" and "AS AVAILABLE" without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Account Owners and its Users use the Platform at their own risk. 
   5. Exclusion of Liability: To the fullest extent permitted by law, Quest Meditech excludes all liability for any indirect, incidental, special, consequential losses, including (without limitation):
   6. 1. loss of profits, revenue, data, or business opportunities; 
      2. business interruption or reputational harm; 
      3. any damages arising from an Account Owners or its User’s use of or inability to use the Platform; 
      4. any damages arising from Transactions or interactions with other Users and Account Owners.
   6. Limitation of Liability: Quest Meditech’s total aggregate liability:
   7. 1. to an Account Owner (and its Users) for any claims arising out of or relating to the User’s use of the Platform shall not exceed the Platform Fees payable for the Transaction in respect of which the Account Owner’s claim relates;
      2. to a Seller for any claims arising out of or relating to the Auction Preparation Services shall not exceed the Fees paid by the Seller for the Auction Preparation Services;
      3. to a Buyer for any claims arising out of or relating to the Auction Fulfilment Services shall not exceed the greater of Fees paid by the Buyer for the Auction Fulfilment Services or any sum paid by Quest Meditech’s insurer relating to supply of the Auction Fulfilment Services (or any part thereof) to the Buyer, whichever is higher.  
   7. Statutory Rights: Nothing in these Conditions excludes or limits Quest Meditech’s liability for: (a) death or personal injury caused by Quest Meditech’s negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited under applicable law.
8. INDEMNITIES
9. 1. Account Owner Indemnity: An Account Owner agrees to indemnify, defend, and hold harmless Quest Meditech, its affiliates, officers, directors, employees, agents, subcontractors and licensors from and against all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising from or relating to:
   2. 1. The Account Owner’s and its User’s use of the Platform;
      2. Listings, bids or Transactions;
      3. any breach of these Conditions;
      4. any violation of any law or third-party rights;
      5. any claim that Equipment sold was defective, unsafe, or misrepresented;
      6. in respect of Buyers only,  any claim arising from Equipment purchased;
      7. any failure to delete Personal Data or other confidential information from Equipment.
   2. Seller-Specific Indemnity: Where an Account Owner is a Seller, the Seller additionally agrees to indemnify Quest Meditech against all claims arising from:
   3. 1. inaccurate or misleading Listings;
      2. Equipment defects, safety issues, or regulatory non-compliance;
      3. the presence of Personal Data or confidential information on Equipment;
      4. the Seller’s lack of title or authority to sell the Equipment.
9. DATA PROTECTION AND PRIVACY
10. 1. Privacy Policy: Quest Meditech’s collection, use, and processing of Personal Data is governed by its Privacy Policy, which is incorporated into these Conditions by reference.
    2. Account Owner Obligations: All Account Owners must, and shall procure that their Users:
    3. 1. comply with all applicable data protection laws when using the Platform;
       2. not upload or transmit any Personal Data except as necessary for Platform operation;
       3. obtain all necessary consents for processing Personal Data;
       4. permanently delete all Personal Data from Equipment before listing it for sale.
    3. Deletion Verification: Sellers acknowledge that failure to delete Personal Data from Equipment may result in:
    4. 1. violations of data protection laws;
       2. regulatory fines and penalties;
       3. civil claims from data subjects;
       4. liability under clause 15 of these Conditions.
    4. No Responsibility: Quest Meditech have no responsibility for verifying data deletion or for any consequences arising from Sellers' failure to delete data from Equipment.
10. DISPUTE RESOLUTION
11. 1. Disputes: Disputes arising between Sellers and Buyers regarding Transactions are solely between those parties. Quest Meditech is not obligated to mediate, arbitrate or resolve such disputes.
    2. Cooperation: Account Owners agree, and shall procure that their Users agree, to cooperate reasonably to resolve disputes. Quest Meditech may, in its sole discretion, offer dispute resolution assistance, but has no obligation to do so.
    3. Disputes with Quest Meditech: Any dispute between Quest Meditech and an Account Owner arising out of or relating to these Conditions or the Platform shall be governed by clause 21. 
11. FORCE MAJEURE
12. 1. Effect of Force Majeure Events: Upon the occurrence of a Force Majeure Event, Quest Meditech shall be entitled, without liability to an Account Owner or any third party, to: (a) suspend, limit or modify the operation of the Platform in whole or in part; (b) delay, suspend or cancel any Listings, Auctions or Transactions; (c) extend any deadlines or timeframes for supply of the Services; and (d) take any other action it deems reasonably necessary to respond to the Force Majeure Event.
    2. Force Majeure Events: For the purposes of these Conditions, a "Force Majeure Event" means any event or circumstance beyond Quest Meditech’s reasonable control, including but not limited to: (a) acts of God, natural disasters, earthquakes, floods, fires, storms or extreme weather events; (b) epidemics, pandemics or public health emergencies; (c) war, armed conflict, terrorism, civil unrest, riots or insurrection; (d) government actions, laws, regulations, embargoes, sanctions or restrictions; (e) strikes, labour disputes or industrial action (whether or not involving Quest Meditech or its third-party providers' employees); (f) failure, interruption or unavailability of third-party services, including hosting providers, payment processors, cloud services, telecommunications networks or internet service providers; (g) cyber-attacks, distributed denial of service attacks, hacking, malware, ransomware or other security incidents; (h) power outages or failures of utility services; (i) shortage of materials, components or resources; (j) failure of third-party software, hardware or infrastructure; or (k) any other event or circumstance that is beyond Quest Meditech’s reasonable control.
    3. No Liability: Quest Meditech shall have no liability whatsoever for any failure, delay, interruption or degradation in the performance of any of its obligations under these Conditions to the extent caused by a Force Majeure Event, including but not limited to: (a) Platform unavailability or reduced functionality; (b) loss of data, Listings or Transaction information; (c) delayed or failed Transactions; (d) inability to access an Account; (e) any failure to deliver the Services; and/or (f) any direct, indirect, incidental, special, consequential or punitive damages arising therefrom.
    4. No Refunds: Notwithstanding any other provision of these Conditions, Quest Meditech shall have no obligation to refund, credit or reimburse any fees, charges or payments made by an Account Owner in respect of any period during which the Platform is affected by a Force Majeure Event.
    5. Account Owner Obligations Continue: For the avoidance of doubt, a Force Majeure Event shall not relieve an Account Owner, acting through its User, of any of its obligations under these Conditions, including but not limited to the obligation to pay any Fees due, to comply with these Conditions and to fulfil its obligations in respect of any Transactions.
    6. Duration and Termination: If a Force Majeure Event continues for a period exceeding ninety (90) days, Quest Meditech may, in its sole discretion, terminate these Conditions and/or an Account Owner’s  Account upon written notice, without any liability to a User or any third party. An Account Owner and/or any of its Users shall not be entitled to terminate these Conditions or its Account by reason of a Force Majeure Event unless such event has continued for a period exceeding one hundred and eighty (180) days.
12. INSURANCE 
    Insurance Cover: Quest Meditech shall maintain appropriate insurance cover with a reputable insurer in respect of its obligations under these Conditions and specifically the supply of the Services, including but not limited to professional indemnity insurance and public liability insurance.
13. GENERAL
14. 1. Entire Agreement: These Conditions, together with Quest Meditech’s Privacy Policy and any additional terms applicable to specific features and/or documents referenced in these Conditions, constitute the entire agreement between Quest Meditech and an Account Owner regarding the Platform.
    2. Severability: If any provision of these Conditions is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable or, if modification is not possible, severed, and the remaining provisions shall remain in full force and effect.
    3. Waiver: Quest Meditech’s failure to enforce any right or provision of these Conditions does not constitute a waiver of such right or provision.
    4. Assignment: An Account Owner may not assign or transfer these Conditions or its Account without Quest Meditech’s prior written consent. Quest Meditech may assign these Conditions to any affiliate or in connection with a merger, acquisition or sale of assets.
    5. Third-Party Rights: These Conditions do not confer any rights on third parties under the Contracts (Rights of Third Parties) Act 1999.
    6. Notices: Notices to an Account Owner may be sent to the email address associated with an Account Owner’s  Account. Notices to Quest Meditech must be sent to Quest Meditech at the email address detailed below and marked “LEGAL NOTICE”.
    7. Survival: Provisions intended by their nature to survive termination (including clauses 14, 15 and 20) shall survive termination of these Conditions or an Account Owner’s Account.
14. GOVERNING LAW AND JURISDICTION
    These Conditions shall be governed by and construed in accordance with the laws of England and Wales. Any dispute or claim arising out of or in connection with these Conditions shall be subject to the exclusive jurisdiction of the courts of England and Wales.
15. CONTACT INFORMATION
    For questions about these Conditions, please contact Quest Meditech at:
    Email: info@questmeditech.com   
    By using the Platform, Account Owners, acting through their User(s), acknowledge that they have read, understood and agree to be bound by these Conditions. If an Account Owner and/or its User does not agree to these Conditions, it should not use the Platform.