Tender Terms & Conditions

Sale by Informal Tender

Selling Agent: Sutton Kersh, acting on behalf of Liverpool City Council
Seller: Liverpool City Council (the Council)

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1. Introduction

1.1 These Terms and Conditions govern the sale of the Property by informal tender on behalf of Liverpool City Council.

1.2 Sutton Kersh Auctions has been appointed to market the Property, administer the informal tender process and receive offers on behalf of the Council.

1.3 By submitting an offer, each prospective purchaser (the Bidder) acknowledges these Terms and Conditions.

1.4 The informal tender process is not an auction or a formal tender process. All offers are submitted on a subject to contract basis.

1.5 No binding contract for the sale or purchase of the Property will arise unless and until formal written contracts have been exchanged by the parties' respective legal representatives.

2. Property Information and Due Diligence

2.1 The Property is offered for sale subject to its existing physical condition, legal title, occupational arrangements, rights, restrictions, covenants, easements and other matters affecting it.

2.2 The Bidder is responsible for undertaking all necessary investigations before submitting an offer, including where appropriate:

• Physical condition and structural surveys.
• Planning permissions, lawful use and development potential.
• Title investigations and legal enquiries.
• Searches and environmental investigations.
• Access, services, utilities and drainage.
• Tenancies, occupational interests and vacant possession.
• VAT, Stamp Duty Land Tax and other relevant liabilities.

2.3 Property particulars and supporting documentation are provided for guidance only. Whilst reasonable care is taken in their preparation, neither the Council nor Sutton Kersh Auctions gives any warranty as to their accuracy or completeness.

2.4 Bidders must rely upon their own inspections, investigations and professional advice.

2.5 Nothing in these Terms and Conditions excludes or restricts liability for fraud, fraudulent misrepresentation or any liability which cannot lawfully be excluded.

3. Tender Submission Requirements

3.1 All offers must be submitted in accordance with the instructions contained in the Tender Pack and received by the stated closing date and time.

3.2 Each submission should include:

• The full name, address and contact details of the proposed purchaser.
• The full property address or tender reference.
• The proposed purchase price in pounds sterling.
• Confirmation of the proposed method of funding.
• Evidence of available funds or mortgage arrangements, where requested.
• Details of any conditions attached to the offer.
• Proposed timescales for exchange and completion.
• Details of the purchaser's appointed solicitor or conveyancer, if available.
• Details of any related party, nominee or company purchaser, including beneficial ownership information where requested.

3.3 Offers must be clear and unambiguous. The Council may seek clarification of any submission.

3.4 The Council and Sutton Kersh Auctions reserve the right to consider or reject late, incomplete or non-compliant submissions at their discretion.

3.5 Bidders are responsible for ensuring their offers are received successfully. Sutton Kersh Auctions accepts no responsibility for technical failures outside its reasonable control.

4. Consideration and Acceptance of Offers

4.1 The Council is not obliged to accept the highest offer or any offer received.

4.2 In assessing offers, the Council may consider factors including:

• The purchase price offered.
• Evidence of the Bidder's financial standing and ability to proceed.
• The proposed funding arrangements.
• Conditions attached to the offer.
• The anticipated timescale for exchange and completion.
• The likelihood of the transaction completing.
• Any other relevant commercial, legal or statutory considerations.

4.3 The Council reserves the right, subject to its legal obligations and applicable governance requirements, to: (a) accept or reject any offer; (b) request clarification or additional information; (c) invite revised or best and final offers from one or more Bidders; (d) negotiate with one or more Bidders; (e) extend, suspend, amend or cancel the tender process; (f) withdraw the Property from sale; and (g) remarket the Property or pursue an alternative method of disposal.

4.4 No Bidder has any entitlement to be selected or to receive an opportunity to revise their offer.

4.5 The Council will conduct the disposal process in accordance with its applicable statutory duties, policies and governance requirements.

5. Subject to Contract

5.1 All offers, negotiations, communications and notifications of preferred-bidder status are strictly subject to contract.

5.2 Notification that a Bidder's offer has been selected or accepted in principle does not constitute a legally binding contract for the sale of the Property.

5.3 Neither party will be legally obliged to complete the sale or purchase unless and until formal contracts have been exchanged.

5.4 Until exchange of contracts, the Council reserves the right to withdraw from negotiations or proceed with another party, subject to its legal obligations.

5.5 Bidders should not incur expenditure in reliance upon an anticipated purchase without recognising the risk that the transaction may not proceed.

5.6 Nothing in these Terms and Conditions, the Property particulars, the tender process, or any notification of selection or preferred-bidder status constitutes an offer capable of acceptance or gives rise to any binding obligation, until formal contracts have been exchanged.

6. Due Diligence, Identification and Compliance

6.1 The successful or preferred Bidder will be required to provide satisfactory identification, verification of beneficial ownership (where applicable), proof of funds and source-of-funds information.

6.2 All prospective purchasers must comply with the Council's due diligence requirements as set out in the Liverpool City Council Due Diligence Checklist, which forms part of the Tender Pack, completing the relevant sections and providing supporting documentation as required.

6.3 The Council's due diligence may include verification of identity, company ownership and control, financial standing, source of funds, funding arrangements, previous development experience and potential conflicts of interest. The Council may request additional information or clarification at any stage of the disposal process.

6.4 Sutton Kersh Auctions and the Council may carry out identity, anti-money-laundering, sanctions and related checks, including through third-party verification providers, to satisfy applicable legal and regulatory requirements.

6.5 Selection as the preferred purchaser is conditional upon the Council being satisfied with the outcome of its due diligence investigations and any other necessary approvals.

6.6 Failure to provide satisfactory information or documentation within a reasonable period specified by the Council or Sutton Kersh Auctions may result in the withdrawal of preferred-purchaser status and the Council considering alternative offers.

6.7 Neither Sutton Kersh Auctions nor the Council is obliged to disclose confidential compliance assessments or information where disclosure would be unlawful.

6.8 Completion of the checklist or successful verification does not constitute acceptance of an offer or create a binding contract for the sale of the Property. All transactions remain subject to contract until formal exchange.

7. Purchaser's Costs

7.1 The successful purchaser will be required to pay the Council's reasonable professional fees in connection with the disposal, namely legal fees of 4% of the premium (purchase price) and surveyors' fees of 5% of the premium, in each case plus VAT where applicable.

7.2 These fees are separate from and additional to the purchase price and will become payable on completion, or as otherwise set out in the sale contract.

7.3 The purchaser is also responsible for their own legal, survey, finance, tax (including any Stamp Duty Land Tax and VAT) and other professional costs.

7.4 No fee or cost is payable by a Bidder solely as a consequence of submitting an unsuccessful offer, and no buyer's administration or agency fee is payable to Sutton Kersh Auctions.

8. Exchange and Completion

8.1 Following selection of a preferred Bidder, the Council's solicitors will issue the necessary contract documentation to the purchaser's appointed legal representative.

8.2 The parties will use reasonable endeavours to progress the transaction in accordance with the timescales agreed during negotiations.

8.3 The Council may specify a target exchange or completion date and may reconsider its position where the purchaser fails to make satisfactory progress.

8.4 Any contractual deposit, completion date, conditions of sale and remedies for default will be governed by the formal sale contract once exchanged.

8.5 Unless otherwise agreed in writing, the purchaser will be responsible for their own legal, survey, finance and professional costs.

9. Withdrawal and Changes to the Tender Process

9.1 The Council reserves the right to withdraw the Property from the market at any time before exchange of contracts.

9.2 The Council may amend the tender timetable or issue supplementary information where it considers this appropriate.

9.3 Sutton Kersh Auctions will endeavour to communicate material changes to registered Bidders where reasonably practicable.

9.4 Neither the Council nor Sutton Kersh Auctions will be responsible for a Bidder's costs incurred in preparing or submitting an offer, or in progressing an unsuccessful or discontinued transaction, except where liability arises under applicable law.

10. Conflicts of Interest and Bidder Conduct

10.1 Bidders must disclose any actual or potential conflict of interest relevant to the disposal, including any relevant connection with the Council, Sutton Kersh Auctions or persons involved in the disposal process.

10.2 Bidders must not engage in collusion, bribery, fraudulent conduct or improper attempts to influence the tender process.

10.3 The Council may reject an offer or discontinue negotiations where it reasonably identifies serious misconduct, misleading information or an undisclosed material conflict of interest.

11. Confidentiality, Data Protection and Privacy

11.1 Personal data supplied by Bidders (including identity, contact, financial, funding, source-of-funds and beneficial-ownership information) will be processed for the purposes of administering the informal tender, assessing offers, carrying out identity, anti-money-laundering, sanctions and due-diligence checks, and progressing any proposed transaction.

11.2 For these purposes, Liverpool City Council and Sutton Kersh Auctions (a trading name of Countrywide Estate Agents Limited, part of the Connells Group) each act as data controllers in respect of the personal data they process, in accordance with the UK GDPR and the Data Protection Act 2018.

11.3 Full details of how personal data is collected, used, shared and retained, and Bidders' rights in relation to it, are set out in the respective privacy notices of the Council and of Sutton Kersh / Countrywide, which Bidders should read: Council privacy notice — [insert link]; Sutton Kersh / Countrywide privacy notice — www.countrywide.co.uk/notices/PrivacyNotice.pdf.

11.4 Identity, AML, PEP and sanctions verification may be carried out using third-party verification providers, and relevant information may be shared within the Connells Group for compliance purposes, and with the Council, its professional advisers and other parties where reasonably necessary or legally required.

11.5 Bidders acknowledge that the Council is subject to statutory transparency and information disclosure obligations, including the Freedom of Information Act 2000 and the Environmental Information Regulations 2004, and that confidentiality cannot therefore be guaranteed in all circumstances.

11.6 Data-protection queries may be directed to [Council contact] or, for Sutton Kersh / Countrywide, to privacy@countrywide.co.uk.

12. Council's Statutory Obligations

12.1 Any disposal remains subject to the Council's statutory powers, duties, approval procedures and governance requirements.

12.2 Where applicable, the Council must comply with its obligations under section 123 of the Local Government Act 1972 concerning the disposal of land, including the requirement to obtain the best consideration reasonably obtainable unless an applicable consent or exception permits otherwise.

12.3 The Council may take account of professional valuation advice, the certainty of completion and other relevant matters in determining whether an offer represents an appropriate disposal.

12.4 The Council reserves the right not to proceed with a disposal where required approvals, consents or statutory requirements have not been satisfied.

13. Limitation of Responsibility

13.1 Sutton Kersh Auctions acts as selling agent for Liverpool City Council and is not the seller of the Property.

13.2 Sutton Kersh Auctions has no authority to enter into a binding sale contract on behalf of the Council through the informal tender process.

13.3 Neither the Council nor Sutton Kersh Auctions guarantees that a sale will proceed following the selection of a preferred Bidder.

13.4 Nothing in these Terms and Conditions excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability which cannot lawfully be excluded.

14. Governing Law

14.1 These Terms and Conditions and any dispute arising in connection with the informal tender process will be governed by the laws of England and Wales.

14.2 The courts of England and Wales will have jurisdiction in relation to any such dispute.

Bidder Acknowledgement

By submitting an offer for the Property, the Bidder confirms that they:

• Have read and understood these Terms and Conditions.
• Understand that the sale is by informal tender and is subject to contract.
• Understand that the Council is not obliged to accept the highest offer or any offer.
• Have had the opportunity to undertake their own investigations and obtain independent professional advice.
• Acknowledge that the purchaser is liable for the Council's professional fees (legal 4% and surveyors' 5% of the premium, plus VAT where applicable) and for their own costs, and that no buyer's fee is payable to Sutton Kersh Auctions.
• Acknowledge that their personal data will be processed as described in clause 11 and the referenced privacy notices.
• Confirm that the information supplied in their tender submission is accurate to the best of their knowledge.

These Terms and Conditions should be read in conjunction with the Property Tender Pack, submission instructions and any property-specific supplementary conditions.