TERMS OF SALE FOR LIVE AUCTIONS
The sale of goods at our live auctions (as defined below) and your legal relationship, as bidder and/or buyer, with us and the seller are governed by these terms of sale for live auctions, the terms of use for our bidding platform (if applicable), our privacy policy and any saleroom notice or notices announced by us at the auction (collectively the buyer's agreement). These terms of sale for live auctions are available on our website and at our saleroom on request. Please read these terms of sale for live auctions carefully before bidding and contact us if you have any questions. Please note that if you (or another person acting on your behalf) register to bid and/or bid at auction, this signifies that you agree to be bound by and will comply with these terms of sale for live auctions.
Definitions
auctioneer: ArtX Inc (operating under the name ArtX AUCTION) or its authorised auctioneer, as appropriate. bidder: a person participating or planning to participate in bidding at our live auction. bidding platform: the bidding platform provided by the auctioneer. business day: any day that is not a weekend or public holiday in Japan and the auctioneer is open for business. buyer: the bidder who makes the highest bid for a lot accepted by the auctioneer including a buyer's principal when acting as agent. buyer's premium: the fee in addition to the hammer price that we will charge you on your purchase of a lot as set out at section 5, clause 1(a)(ii). consignment agreement: the terms on which we agree with sellers to offer lots for sale in our auctions as agent on their behalf. contract: the contract between the seller and you referred to at section 1. estimate: the price range within which, in our opinion a lot may reasonably be expected to sell. A reference to the "low-estimate" means the lower figure in such price range. hammer price: the amount of the highest bid for a lot (at or above any reserve) accepted by the auctioneer by the fall of the hammer. live auction: a public auction where members of the public are given the possibility of attending the sale in person. lot(s): an item offered for sale (or two or more items offered for sale as a group). principal: a person or entity you are acting on behalf of for the purposes of the purchase of the lots. proceeds of sale: the net amount due to the seller. purchase price: the fee we will charge you as set out at section 5, clause 1(a). reserve: the minimum hammer price at which the lot may be sold. saleroom notice: a printed notice or oral announcement or online posting on our website giving more information about a lot or the auction or the terms of the buyer's agreement. seller: the person(s) who consign lots for sale at our live auctions. terms of sale for live auctions: these terms of sale for live auctions, as amended or updated from time to time. website: the auctioneer's website. In these terms of sale for live auctions, the words "you", "yours", etc. refer to you as the buyer. The words "we", "us", "our" etc. refer to the auctioneer. Any reference to a "paragraph" is to a paragraph of these terms of sale for live auctions unless stated otherwise. A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time. We may change these terms of sale for live auctions from time to time, without notice to you.
Section 1 The contract between you, us and the seller
1. Unless the auctioneer is selling on its own behalf, the auctioneer acts as agent for and on behalf of the seller and the contract for sale is between the buyer and the seller.
2. Subject to the auctioneer's discretion at section 4, clause 4(a), the contract for sale of a lot is formed on the fall of the hammer.
3. The contractual relationship between bidders and buyers, the auctioneer and the seller in relation to any live auction is governed by the buyer's agreement.
4. If you purchase an unsold lot after auction, the contract for sale is formed when the sale is agreed in writing and the purchase price of the lot shall be as set out at paragraph section 5, clause 5(1)(a) except that any reference to hammer price shall be read as the agreed sale price. So far as appropriate, the remainder of these terms of sale for live auctions shall apply to the sale as they would to an auction sale.
5. You may directly enforce any terms in the consignment agreement against a seller to the extent that you suffer damages and/or loss as a result of the seller's breach of the consignment agreement. As agent for the seller, we will not have any responsibility for any default or breach of obligations by you or the seller (unless we are the seller of the lot).
6. If you breach these terms of sale for live auctions, you may be responsible for damages and/or losses suffered by a seller or us. If we are contacted by a seller who wishes to bring a claim against you, we may at our discretion provide the seller with information or assistance in relation to that claim.
7. In addition to any other rights we may have to cancel a contract for sale under these terms of sale for live auctions, we may delay completion of a sale, delay release of a lot, or cancel the sale of a lot in the event:
(a) you are in breach of your warranties in section 6, clause 2; (b) we are not satisfied with any due diligence information or documentation requested; or (c) we have reason to believe that the transaction may be unlawful for any reason, or that the sale might put us under any civil or criminal liability.
Section 2 Bidder registration
1. You must register your details with us before bidding and provide us with any requested proof of identity, billing information and any further client due diligence information and documentation that we require, in a form acceptable to us.
2. We reserve the right, where we deem we are so required for regulatory purposes, to reveal your identity and contact details (and those of your principal) to the seller. You must also satisfy any security arrangements we have in place before entering the auction room to view or bid on any lot.
3. We may, at our complete discretion, refuse to register any bidder or delay registration if we are not satisfied with the information or documentation provided or the bidder's creditworthiness, including if the bidder has previously defaulted in paying for or collecting purchases in any of our auctions.
4. We do not undertake to register any bidder in time for any specific auction.
5. If you are bidding on behalf of another person, you will need to disclose such information in advance of the auction and that person may also need to complete our registration and client due diligence process and provide us with written authority to accept bids from you on his/her/its behalf. If we are not informed of these arrangements in advance of an auction or do not have clear written authority in place, you will be deemed to be bidding on your own account.
6. We may, at our sole discretion, refuse any person admission to a sale room or request that any person leave the sale room (even if they have been registered), in which case, the person shall immediately follow the auctioneer's instructions.
7. If you are a returning bidder, we may at our discretion, require you to provide updated identity and other documentation before permitting you to bid in an auction.
Section 3 Descriptions, condition and viewings
1. Condition of lots
Please note that the majority of lots sold by the auctioneer are second-hand and are unlikely to be in perfect condition. Lots are sold "as is" (i.e. as you see them at the time of the auction). Neither we nor the seller shall accept any liability for the condition of any lot.
2. Viewing
(a) We may hold a viewing of the lot prior to the auction. (b) Where a lot is made available for viewing and inspection, we strongly recommend that you inspect any lots that you are interested in prior to bidding at the auction. (c) We may require any person who wishes to attend a viewing to provide identification documentation, in a form acceptable to us. (d) We may, at our sole discretion, refuse to admit any person who wishes to attend the viewing or request any person to leave the viewing, in which case, such person shall immediately follow our instructions. (e) If you attend a viewing and cause any harm or damage to any lot, we may seek damages from you. (f) You (including any agents or independent consultants acting on your behalf) must satisfy yourself about the accuracy of any description of a lot and of any other characteristics of a lot relevant to your decision to place a bid. We shall not be responsible for any failure by you or your agent or consultants to properly inspect a lot. (g) You are responsible for your decision to bid for a particular lot and for undertaking your own due diligence in relation to the lot. If you bid on a lot, you will be deemed to have carefully inspected the lot and satisfied yourself regarding its suitability, quality and condition. (h) Details of viewings will be available in the auction catalogue and on o, but may change at our sole discretion.
3. Descriptions and Catalogues
(a) We provide descriptions, estimates, illustrations and condition reports to assist bidders in deciding whether to bid on a lot but subject to the remainder of this clause 3 accept no responsibility for their accuracy. (b) Our descriptions of the lot will be based on: (a) information provided to us by the seller of the lot (for which we are not liable); and (ii) our opinion (as set out at clause 3(e) below) (although it is likely that we will not be able to carry out a detailed inspection of each lot). (c) We shall prepare catalogues of lots for the reference of bidders and publish electronic catalogues on our website. (d) Any illustrations and photographs reproduced in the catalogues (including electronic online catalogues) and reports for use by bidders (catalogues and reports shall be hereinafter collectively referred to as "catalogues") are for identification and reference purposes only and do not accurately represent the colour, shape, condition or other features of the lots. The actual colour of the lot may vary from the images in the catalogues. (e) Any description, statements and/or explanation made by us in the catalogues. or elsewhere about any lot (including, but not limited to the artist’s name, title, medium, signature, dimensions, number of copies, year of production, period, culture, materials, estimated selling price, place of production, condition, sign of restoration, authentication, provenance, exhibition history and literature), whether oral or in writing, are matters of our opinion genuinely held and are based on our research and described only for the reference of bidders. However, these are not to be relied on as a statement of fact or contractual representation. We do not warrant that we have carried out a detailed inspection of each lot. Any references to dimensions or weight are approximate only. (f) Estimates are provided as a guide to what, in our opinion, the sale price of a lot is reasonably likely to be. It is stated for the reference of the bidder. The estimate is not a guarantee of what the actual selling price or value may be and cannot be relied on as such. The estimate does not take into account the buyer's premium or any other applicable charges. (g) You are responsible for a decision to bid for a particular lot, and except as specifically set forth in this buyer's agreement, we shall not be responsible for the colour or shape of the illustrations, condition, descriptions, or any other information stated in the catalogues. (h) Descriptions and explanations stated in the catalogues are subject to change without notice. Any such change will be announced in a saleroom notice, in writing or orally at the sale room. Bidders are solely responsible for checking the details of any change to the description of a lot in advance of the auction. In the event of a change, the sale of the lot shall be deemed to have been made in accordance with such change. (i) We shall not accept the cancellation of a successful bid due to a difference between the information stated in the catalogues and the actual lot. (j) Unauthorised reproduction or use of the catalogues (for example images, text, etc.) is prohibited without our permission.
Section 4 Bidding procedures
1. We recommend that you attend the auction in person if possible. However, you may bid in any of the following ways following successful registration to bid:
(a) in person; (b) by proxy; (c) by telephone; or (d) the bidding platform.
2. Bidding in person
(a) On the day of the auction, once you have expressly consented to the bidding conditions in the confirmation document by signing the confirmation document and submitting it to reception, we shall assign you a numbered paddle. (b) Bidders shall follow any instructions given by the auctioneer immediately. (c) A bidder shall be aware of their paddle number at all times and pay attention to the paddle numbers called out by the auctioneer. (d) If a bidder loses their paddle, they shall immediately notify one of our employees, agents or representatives at the saleroom. (e) Bidders shall return the paddles to us when leaving the saleroom at the end of or during the auction. (f) A bidder shall express their intention to purchase a lot to the auctioneer by raising their assigned paddle so that the auctioneer can recognise it. (g) We do not accept any responsibility for any bids missed by the auctioneer. (h) Bidders are responsible for managing their paddles and we shall not be responsible for any failure to place bids due to the loss of a bidder's paddle, or for any damage caused by the unauthorised use of a paddle given to a third party.
3. Telephone bidding, proxy bidding and bidding via the bidding platform
(a) A bidder may apply to bid by telephone by submitting an application form in a form provided by us, or by submitting an application on our website by no later than 24 hours before the auction. (b) We shall call the telephone number you have provided from the telephone set up at the sale room prior to the auction of the lot on which you wish to bid, and you may place bids through the telephone line. (c) As the number of telephones installed at the sale room is limited, we may, at our discretion, refuse an application for participation by telephone. (d) We may record telephone bids. By bidding on the telephone, you are consenting to us recording your conversations. (e) To arrange for a proxy bid, please apply via email at least 48 hours before the auction. On the day of the auction, an employee, representative or agent will bid on your behalf up to specified maximum limit. We will not be responsible for any failure to execute your proxy bid. Where two or more proxy bids are recorded at the same level, we have the right, at our sole discretion, to prefer one over the others, without providing any reasons. (f) For more information on our bidding platform, please visit ArtX Auction. As well as these terms of use for live auctions, internet bids are governed by our terms of use, which are available on our website. (g) The telephone bidding and proxy bidding service, and option to bid via our online bidding platform are offered for convenience. We shall not be responsible for any technical problems that you may experience, or any error (human or otherwise), omission, or breakdown in providing these services. We do not accept liability for any delay or failure in placing a bid, any failure to execute bids or any errors or omissions owing to technical failings, whether on our part or yours.
4. Bidding procedures
(a) The bidder placing the highest bid for a lot accepted by the auctioneer on the fall of the hammer will be the successful buyer at the hammer price and bound by the contract formed pursuant to section 1, clause 2 and governed by the buyer's agreement, unless the auctioneer has for any reason at its/his/her option refused the bid, reopened the bidding and/or cancelled the sale and reoffered the lot. Any dispute about a bid will be settled at our sole discretion, giving due consideration to any circumstances and acting reasonably. We may settle disputes at our discretion in any way we think fit including by reoffering the lot and our decision will be final. If there is any discrepancy between our record of an auction and the information provided in any communication to you, our record will prevail. (b) The starting price and increments of bidding shall be at the sole discretion of the auctioneer. (c) We may at our sole discretion choose not to accept any bid. (d) Proxy bids will take precedent over bids of the same amount made in person at our sale room or by telephone. (e) We may bid on lots on behalf of the seller up to one bidding increment below the reserve. (f) If you make a successful bid but in our opinion you do not satisfy our client due diligence requirements, we may cancel the contract for sale between you and the seller. Upon notice of our election to cancel the contract for sale, you shall promptly return the lot to us and we will then refund the purchase price paid to us. The refund shall constitute the sole remedy and recourse you may have against us and the seller with respect to such a cancelled sale. (g) We may withdraw a lot at any time prior to or during the sale of a lot or cancel an auction. We will not be liable to you for our decision to withdraw a lot or cancel an auction. (h) Bidders will be deemed to act as principals (in other words acting for their own account and not on behalf of someone else), even if the bidder is acting as an agent for a third party. (i) The bid price on the screen monitor installed at the sale room shall be displayed in Japanese yen and other currencies, but any amount displayed in a currency other than Japanese yen shall be for reference only and shall not necessarily reflect the correct exchange rate at the time of the auction. For the avoidance of doubt, all bidding shall be in Japanese yen. (j) The auction shall be conducted in the order of the lot numbers listed in the auction catalogue, however we may withdraw lots or change the order of the sale at our discretion and without prior notice to you. (k) A bidder shall be bound by the price of his/her current bid until any other person places a bid at a higher price, and such bid shall be void when any other person places a bid at a higher price and the auctioneer accepts it. (l) We may take photographs and/or record videos using equipment such as video cameras in the sale room. We will keep any personal information confidential, except to the extent disclosure is required by law. Unless we agree otherwise, you may not videotape or record proceedings at any auction.
5. Health and Safety
(a) Although we take reasonable precautions regarding health and safety, you are on our premises at your own risk. Please note the layout of the premises and security arrangements. Neither we, nor our employees or agents are responsible for the safety of you or your property when you visit our premises, unless you suffer any injury to your person or damage to your property as a result of our, our employees' or our agents' negligence.
Section 5 The buyer
1. Our charges and payment
(a) As buyer, you will pay: (i) the hammer price; (ii) the buyer's premium (at a rate of 23% of the hammer price); (iii) consumption tax (at a rate of 10% of the buyer's premium) if you are resident in Japan; (iv) any additional expenses or charges payable by a late paying or defaulting buyer under these terms of sale for live auctions. (together the "purchase price") (b) Following your successful bid on a lot, you will: (i) immediately give to us, if not already provided to our satisfaction, any further proof of identity or source of funds, or client due diligence information, in a form acceptable to us (and any other information that we may require); and (ii) unless we have agreed otherwise, pay to us the purchase price in Japanese yen within fourteen (14) calendar days from the day of the auction (if the last day of this period is not a business day, then the following business day), by cash, by a bank cashier's check of a bank or shinkin bank set forth in the Banking Act of Japan, or by remittance (which is required to arrive by the due date) to the following bank account. You shall bear the fee for the remittance. XX Bank, Ltd. (SWIFT/BIC code: XXXXXXXX) Branch: XXXX (Branch code: XXX) Account Number: XXXXXX Beneficiary: ArtX Inc. (c) If payment is late, we reserve the right to charge you a late payment charge at the rate of [15%] per annum in accordance with section 5, clause 4(a)(i). (d) If you owe us any money, we may use any payment made by you to repay the money you owe us before applying such monies towards your purchase of the lot(s). (e) All lots sold will be invoiced in the name of the registered bidder at the address given to us at the time of registration and cannot be transferred to other names or addresses. (f) You shall be solely responsible for ascertaining the overall cost of your bid and paying any applicable taxes or duties payable in addition to the hammer price and any premium (where applicable) due for a lot.
2. Risk of Loss and Transfer of Title
(a) Risk of loss or damage to the lot will pass to you at the fall of the hammer or when you have otherwise purchased the lot. Once risk passes to you, you irrevocably release us, our officers and employees, agents and the seller from any and all claims, causes of action, liabilities, damages, losses and expenses (including but not limited to reasonable legal fees) for loss or damage to the lot. (b) While you are bound by the contract for the purchase of the lot from the fall of the hammer on your successful bid, the transaction is not complete and title to the purchased lot shall not pass to you until we receive payment of the purchase price. (c) We may (i) refuse to accept payment, (ii) refuse to release the lot or any other property to you, (iii) cancel the contract for sale between you and the seller, or (iv) withhold any refunds you would otherwise be entitled to if we require further information or verification and until we satisfy ourselves of the client due diligence and source of funds related to the transaction.
3. Collection / delivery of a lot
(a) You may not claim or collect a lot until: (i) you have paid for it; (ii) ownership has passed to you; and (iii) any applicable storage charges under section 5, clause 3(e)(iii) and accrued up until the day of collection have been paid in full by you. (b) Subject to section 5, clause 2(a), section 5, clause 3(a), and section 5 clause 3(c), we shall arrange for the packing and delivery of the lot to you (at your expense); provided, however, that if you have any other obligations to us in addition to those set out at section 5, clause 3(a), we shall not deliver the lot to you until all such obligations are fulfilled. (c) If you would prefer to collect the lot and/or make your own arrangements for it to be shipped to you, please notify us no later than [two] days after the date of the auction by submitting a "Delivery Instruction Form", a copy of which will be sent to you by email. If you attend the auction in person, the form will be also given to you in person. If you attend the auction online, the form will be available via your user platform on our website. (i) Subject to the passing of ownership in the lot to you under section 5, clause 3(a), you may collect the lot (at your own expense) from our office (or from such other location that we may notify you of) no later than 14 business days after the auction, or 7 business days following the date that you receive payment of the purchase price (whichever is the later), unless agreed otherwise in writing. If you are unable to collect the lot yourself, you may, at your own responsibility and expense, appoint an agent, messenger or shipping company to collect the lot on your behalf. (ii) Subject to section 5, clause 2(b) , if you do not collect a lot you have agreed to purchase within the time period set out at section 5, clause 3(c)(i) we shall start charging a minimum warehousing charge of 1000 JPY per lot per day, starting from the day on which the lot should have been collected to the date of collection (inclusive). You will also be responsible for any reasonable removal, storage and insurance charges in relation to that lot. (d) Subject to section 5, clause 3(a) , if you do not collect the lot that you have paid for, or if we have been unable for any reason outside our control to arrange for delivery of the lot to you, within [90] days of the date of the auction, we may sell the lot by auction or private treaty with the estimate and reserve or purchase price, as applicable, set at our discretion. We will pay the proceeds of any such sale to you, but will deduct any storage charges or other sums that we have incurred in the storage and sale of the lot and any other sums owed by us to you. We reserve the right to charge you a selling commission at our standard rates on any such resale of the lot.
4. Default by Successful Bidder
(a) Please do not bid on a lot if you do not intend to buy it. If your bid is successful, the buyer's agreement forms your contract of purchase. This means that you will have to carry out your obligations set out in the buyer's agreement including these terms of sale for live auctions. If you do not comply with these terms of sale for live auctions (including, but not limited to, if you fail to complete the payment of the purchase price by the due date), we may (acting on behalf of the seller and ourselves) pursue one or more of the following measures: (i) charge you a late payment charge at the rate of [15%] per annum for the outstanding balance of the purchase price from the day following the due date until the full payment is completed. (ii) take legal action against you to recover the purchase price and/or pursue damages for breach of contract, including any fees, interest, legal expenses or other costs that we incur; (iii) cancel the sale of the lot and resell it by auction (without setting a reserve) or private treaty (in which case you will have to pay any difference between the purchase price for the lot and the hammer price we sell it for as well as the late payment charge outlined in section 5, clause 4(a)(iv) below and any other costs and expenses or legal fees incurred by us in reselling the lot or any loss to us of seller's commission. Please note that if we resell the lot for a higher amount than the hammer price on the sale of the lot to you, the additional sale proceeds will be paid to the seller and we will retain any increase in buyer's premium; (iv) if the contract is cancelled and the seller wishes to retrieve the lot as a result of a consultation with us, we may return such lot to the seller. In this case, you must pay us an amount equal to the buyer’s premium and a late payment charge at the rate of 14.6% per annum for the amount equal to the buyer’s premium from the day of such auction until payment is received in full and cleared funds; (v) reverse the sale of the lot to you and/or any other lots sold by us to you (in which case we may charge you an administration fee per lot or, if lower, the purchase price of the lot and retain any partial payment of the purchase price as liquidated damages); (vi) remove, store and insure the lot at your sole risk and expense until you pay the purchase price together with any removal, storage and insurance fees as set out at section 5, clause 3(c)(iii), or we agree alternative arrangements; (vii) keep the lot, any other lot sold to you, or any property consigned for sale by you to us as security for payment until you pay the purchase price and at our discretion sell any of your property in our possession and apply the proceeds to the amount owed by you to us after deduction of the commission due to the seller and any sale expenses including any applicable taxes; (viii) if you owe money to us we can apply any payments including deposits or part payments made by you towards part settlement of the purchase price due for the lot or any other lot purchased by you, to any shortfall on the resale of any lot pursuant to section 5, clause 4(a)(iii) or to any outstanding sums owed by you to us including but not limited to any removal, storage or insurance charges in relation to any lot that you have purchased or to any loss or damage suffered by us as a result of your failure to comply with these terms of sale for live auctions (ix) assist the seller in pursuing you for payment and/or damages including by revealing your identity and contact details; (x) refuse to allow you to register to bid, reject or ignore bids from you or your agent at future auctions, or impose conditions before we accept bids from you; (xi) offset any amounts due from you against any amounts that we may owe you, including if we sell any lots for you; and/or (xii) take any other action we consider necessary.
5. Export and Import Restrictions
(a) Exporting a lot out of Japan or importing it into another country may be subject to legal requirements and restrictions depending on factors such as the type of goods, their age and monetary value and destination. It is solely your responsibility to ascertain what the requirements are in relation to any lot and obtain the necessary endangered species licenses or permits or export or import licence where applicable. (b) Lots made of restricted organic matter or endangered species may be subject to prohibitions on export or import pursuant to the Convention on International Trade in Endangered Species of Wild Fauna and Flora and otherwise may require licences. You are solely responsible for identifying and obtaining any necessary licence. The information provided in our catalogue reflects our reasonable opinion at the date of publication but is intended as guidance only and neither the auctioneer nor the seller make any representation or give any warranty as to whether any lot is subject to a prohibition or restriction on export or import. (c) You acknowledge that your purchase of the lot and fulfilment of your obligations under the buyer's agreement is not conditional on successfully obtaining an export, import or other licence or permit for any lot and that you will pay for and collect the lot regardless of whether a licence has been or is likely to be granted. We will not cancel your purchase of a lot if for any reason it is refused a licence or is seized or confiscated by government authorities. (d) The sale of lots containing elephant ivory is banned, subject to exceptions. Please note that we may offer lots containing elephant ivory from time to time. Where this is the case, we rely on the documentation obtained by the seller of the lot confirming that the lot satisfies the relevant exemptions. Therefore, we cannot guarantee that any certificate or other documentation provided by us (on the seller's behalf) to you in connection with the sale of the lot is valid or accurate.
Section 6 Warranties
1. Seller's Warranties
(a) The seller warrants to us and to you in relation to each lot that: (i) the seller is the true owner of the lot for sale or a joint owner of the lot acting with the co-owner's consent or, if acting on the owner's behalf, is authorised by the true owner to offer and sell the lot at auction; (ii) the seller is able to transfer clear legal title to the lot, subject to any restrictions set out in the lot description, to you free from any third party rights or claims; (iii) as far as the seller is aware, the main characteristics of the lot set out in the auction catalogue (as amended by any notice displayed in the saleroom or on the bidding platform, or announced by the auctioneer at the auction), and any documentation provided to you by the seller in relation to the lot, are correct. (b) If, after you have placed a successful bid and paid for a lot, any of the warranties above are found not to be true, please notify us in writing. Neither we nor the seller will be liable, under any circumstances, to pay you any sums over and above the purchase price and we will not be responsible for any inaccuracies in the information provided by the seller. (c) All other warranties, conditions or other terms which might have effect between the seller and you, or us and you, or be implied or incorporated by statute, common law or otherwise are excluded to the fullest extent that they can be lawfully excluded.
2. Buyer's Warranties
(a) You warrant to us, and where you are acting on behalf of someone else (your principal), you will procure that your principal warrants to us, that: (i) any client due diligence information or documentation provided to us is and continues to be true and accurate; (ii) any bids you place, or which are placed on your behalf, are not part of any collusive or other anti-competitive arrangement and are not in breach of any applicable law; (iii) the funds used for the purchase of the lot are not connected with nor are derived from any criminal activity, including without limitation tax evasion, money laundering or terrorist financing and are not attributable, either directly or indirectly to an individual or entity that is subject to economic or financial sanctions, export controls, embargoes, or any other restriction on trade in Japan, or in the jurisdiction in which you, your principal, or any agent acting for you does business; (iv) neither you, nor any agent acting for you, nor your principal, are engaged in, or under investigation for, and have not been previously charged for or convicted of any offences in relation to, without limitation: tax evasion, money laundering, terrorist financing, fraud or other criminal behaviour; and (v) you are not and have no reason to suspect that you, nor any agent acting for you, nor your principal, nor the ultimate buyer are subject to economic or financial sanctions, export controls, embargoes, or any other restriction on trade in Japan, or in the jurisdiction in which you, your principal, or any agent acting for you does business. (b) Where you are bidding on behalf of another person (your principal), you warrant that: (i) you will provide accurate and complete information about your principal to us; (ii) you have authority to bid on that lot on behalf of your principal; and (iii) you have been placed in funds by your principal to cover the purchase price and any additional fees and charges.
Section 7 Miscellaneous Provisions
1. Revision of the terms of sale for live auctions
We may revise these terms of sale for live auctions from time to time, without notice to you. Please read these terms of sale for live auctions carefully, as they may be different from the last time you read them.
2. Scope of Liability
(a) We give no warranties in relation to any statements or representations made or information given in connection with the conduct of the auction or for any other matter relating to the sale of any lot by us, or our employees or agents whether oral or in writing and accept no liability in connection therewith, including in relation to any errors (human or otherwise) or omissions. (b) We accept no liability in relation to any of the seller's warranties at section 6, clause 1, including any warranty of satisfactory quality and fitness for purpose, description, size, quality, condition, attribution, authenticity, rarity, importance, completeness, value, frame, medium, provenance, exhibition history, literature, or historical relevance or any breach by the seller of their obligations under the consignment agreement. All warranties express or implied are specifically excluded by us to the fullest extent permitted by law. (c) We accept no liability for damage to gilded picture frames, plaster picture frames or picture frame glass. (d) We do not accept any liability to any bidders for any failure to register a bidder or any acts or omissions in relation to the sale of lots and the conduct of our auctions and will not be liable for any loss, damage, expense, costs, loss of profit, loss of business, loss of opportunity or disappointment as a result of participating in our auctions. (e) Subject to section 7, clause 2(i) below, if we are found to be liable to you for any reason (including, amongst others, if we are found to be negligent, in breach of contract or to have made a misrepresentation), our total liability will be limited to the purchase price as paid by you to us for any lot. We will not be responsible to you for any loss, damage, expense, costs, loss of profit, loss of business or loss of opportunity. We have no responsibility to any person other than you in connection with the purchase of any lot. (f) Neither we nor the seller shall be responsible to you for any failure to meet any obligations which we or the seller has under the buyer's agreement which is caused by circumstances beyond our or the seller's reasonable control. This includes but is not limited to strikes, lock-outs, fire, flood, natural disasters, war, warmed conflict, terrorist attack, nuclear and chemical contamination, epidemic and pandemic. (g) You should note that lots are sold as antiques for their decorative attributes rather than for use, and are often of considerable age and uncertain manufacture; neither we nor the seller accepts any liability for loss or damage to the lots, or any other loss or damage, that is caused by or results from any inherent vice or defect affecting the lots. (h) In addition to the above, neither we nor the seller shall be responsible to you for any loss or damage that you suffer that is not a foreseeable result of either of us not complying with the buyer's agreement. Loss or damage is foreseeable if it is obvious that it will happen or if at the time of the sale of the lot, we and the seller knew it might happen. (i) Notwithstanding the above, nothing in these terms of sale for live auctions shall limit our liability (or that of our employees or agents) for: (i) death or personal injury resulting from negligence; (ii) fraudulent misrepresentation; or (iii) any liability which cannot be excluded by law.
3. Personal Information
We will hold and process any personal data in relation to you in accordance with our current privacy policy, a copy of which is available on our website.
Section 8 General
1. We may, at our sole discretion, though acting reasonably, refuse any person admission to our premises or attendance at our auctions.
2. We act as an agent for our sellers. The rights we have to claim against you for breach of these terms of sale for live auctions or the buyer's agreement may be used by either us, our employees or agents, or the seller, its employees or agents, as appropriate. Other than as set out in this clause, these terms of sale for live auctions are between you and us and no other person will have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of their terms.
3. The buyer's agreement shall be binding on the parties' respective heirs, beneficiaries, executors, successors and assigns, but neither party may assign the buyer's agreement without the prior written approval of the other party.
4. Each of the paragraphs of these terms of sale for live auctions operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
5. The terms of sale for live auctions and any dispute or claim arising out of or in connection with them (including any non-contractual claims or disputes) shall be governed by and construed in accordance with the laws of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the English courts.
6. Except as otherwise stated in these terms of sale for live auctions, each of our rights and remedies are: (a) are in addition to and not exclusive of any other rights or remedies under these terms of sale for live auctions or general law; and (b) may be waived only in writing and specifically. Our delay in exercising or non-exercise of any right under these terms of sale for live auctions is not a waiver of that or any other right. Our partial exercise of any right under these terms of sale for live auctions will not preclude any further or other exercise of that right or any other right under these terms of sale for live auctions. Our waiver of a breach of any term of these terms of sale for live auctions will not operate as a waiver of breach of any other term or any subsequent breach of that term.