SOTHEBY’S PRIVATE SALE CONDITIONS OF BUSINESS FOR BUYERS
1. Introduction and Defined Terms
In these Conditions of Business for Buyers, “we”, “us” and “our” refers to Sotheby’s and “you” and “your” refer to the individual, corporation or other entity whose name appears on the invoice for purchased Property. By your payment for the Property, you are deemed to have agreed to be bound by these Conditions of Business for Buyers. If ther𒁃e is more than one buyer, “you” and “your” refer to all buyers; if the buyer is an agent acting on behal💖f of a principal, “you” and “your” refer to both principal and agent.
If there is more than one buyer purchasing the Property under these Conditions of Business for Buyers, each buyer, jointly and severally assumes th▨e buyer’s obligations and liabilities under these Conditions of Business for Buyers. If you are an agent acting on behalf of a principal, you and your principal are bound by the terms of these Conditions of Business for Buyers and jointly and severally assume all obligations, liabilities, representations, warranties and indemnities set out in these Conditions of Business for Buyers.
We may change these Conditions of Business for Buyers fro🦂m time to time in our sole discretion by posting such changes on the Sotheby’s website at www.laitexier.com/en.psbuyer. ꦰYou will know if these Conditions of Business for Buyers have been revised since your last review by referring to the “Last Modified” date at the bottom of this page.
If you and Sotheby’s execute a Private Purchase Agreement for the Property, in the event of conflict between the terms of these Conditions 𝄹of Business for Buyers and the Private Purchase Agreement, theღ terms of the Private Purchase Agreement shall control but only to the extent of such conflict.
The following capitalized words will have t꧅he specific meaning shown here:
Property: an item of property purchased by you and listed on the invoice. Where more than one item o🅘f property is purchased, references to “Property” in these Conditions of Business will mean with respect to each item of Property.
Purchase Price: the price for the Property that is paid by you, which i📖s the price set out on the invoice plus any applicable sales or use tax, and any applicable artist resale right royalty payable by you on qualifying Property.
Seller: the p🎃erson(s) or entity(ies) on whose behalf we are selling an item of Property a🍎s their agent. Where a Sotheby’s Group Company owns Property, Sotheby’s acts in a principal capacity as Seller.
Sotheby’s: Sotheby’s, Inc., the company incorporated in New York, with its headquarters at 1334 York Avenue, New York, NY ๊10021, US🌸A.
Sotheby’s Group: Sotheby’s Holdings UK Limited and any entities in which it holds, from time to time, directly or indirectly, more than 50% of the issued share capital; and each, a “Sotheby’s Group Company.”
2. Sale of the Property
The Property is sold “AS IS,” without any guarantee, representations or warranties by us or the Seller, except for the express representations and warranties given by the Seller and the Authenticity Guarantee (as defined below). We and the Seller disclaim all implied warranties, including but not limited to merchantability and fitness for a particular purpose, except in so far as such obligations cannot be excluded by law. Neither we nor the Seller give you any guarantee, representation or warranty as to condition, completeness, size, quality, rarity, value, importance, medium, frame, provenance, restoration, exportability, exhibꦓition history, or literary or historical relevance of the Property, and no statement anywhere, whether oral or written, will be deemed such a warranty,🀅 representation.
3. Authenticity Guarantee
(a) We, as principal, provide an authenticity guarantee to you, subject to the following terms and conditions, that the Property is not a “counterfeit” (the “Authenticity Guarantee”). For these purposes, a “cꦆounterfeit” means Property that in Sotheby’s reasonable opinion is an imitation created to deceive as to authorship, or where there is no authorship, as to origin, date, age, period, culture or source, and where the correct description of such matters is not reflected by the Property’s description in the Property Schedule. No Property shall be considered a counterfeit by reas൲on only of any damage and/or restoration and/or modification work of any kind (including repainting or over-painting) and/or treatment of gemstones.
(b) For Property containing any gemstone, jade or pearls, the Authenticity Guarantee is that the gemstone is genuine or of natural original and/or that the jade or pearls are of natural origin. For wine or spirits, the Authenticity Guarantee is that the producer and vintage or expres🌼sion, as applicable, is as stated in Property description. For books and manuscripts, we will also guarantee that the Property’s text and/or illustrations are not materially defective. For watches, the Authenticity Guarantee does not cover the authenticity of any individual component parts, such as wheels, hands, crowns, crystals, screws, bracelets and leather bands.
(c) The Authenticity Guarantee is provided for a period of five years after the date the Property is sold to you (the “Guarantee Period”), except that the Guarantee Period for Property containing any gemstone, jade or pearls, or fo𓄧r Property consisting of wine, spirits, books or manuscripts♕, is 21 days.
(d) The Authenticity Guarantee is provided solely for your benefit and cannot be transferred to any ✨third party.
(e) To claim under t💮he Authenticity Guarante𒅌e, you must:
(i) notify us in writing on the earlier of (1) a period of three months after receiving any information that causes you to question the authenticity or attribution of the Property or (2) the expiry of ꧙theཧ Guarantee Period, and provide all the information in your possession in support of your claim; and
(ii) return the Property to us or, at our direction, to the Seller or another third party, in the same condition as at the date of sale to you and be able to transfeꦚr good title in the Property, free from any third-party interest or claim(s) arising after the date of sale.
(f) In addition, we may also require, at your cost, to obtain the reports of two independent and recognized experts in the field, or for jewelry, two internationally recognize𒁏d gemological laboratories, mutually acceptable to us and you. We will not be bound by any such reports and we reserve tꦐhe right to seek additional expert advice at our expense.
(g) We reserve, in our absolute discretion as principal, the right t🅠o reject a claim under the Authenওticity Guarantee if:
(i) the description of the Property in the Property Schedule was in accordance with the opinions of scholars and experts, which are generally accepted and known or privately expressed to us, as at the date of the sale, or the Property description indicated there was a conflict of such opinio𝄹ns;
(ii) the only method of establishing that the Property was a counterfei𓃲t at the date of the sale would have bee🌌n by means or processes not then generally available or accepted, unreasonably expensive or impractical to use, or likely to have caused damage or loss of value to the Property;
(iii) the manner in which the Property is said to be a counterfeit is due only to damage, restoration, modification work of any kind (including repainting or over-painting) treatment of gemstones, or damages to labels, capsules or other parts of the bottles comprised in the Property present at the time of the sale, or the inabilityℱ of the manufacturer, maker or relevant archives to confirm th𓆉e authenticity and attribution of the Property; or
(iv) the manner in which the description of the Property is incorrect does not re𝔍sult in a material loss 𒁃of value in the Property.
(h) With respect to♓ Property consisting of books or manuscripts, we reserve the right to reject a claim if:
(i) the Property comprises an atlas, an extra-illustrated book, a volume with fore-edged paintings, a periodical publication o𝄹r a print or drawing;
(ii) in the case of a manuscript,𒁏 the Property was not described as compꦿlete;
(iii) the defect complained of was mentioned in the Property description or the item complained of was sold un-nam🌠ed as part of the Property;
(iv) the defect complained of is not a defect in text or illustration, such as without 🐟limitation, damage to bindings, stains, foxing, marginal wormholes, lack of blank leaves or half titles or other conditions not affecting the completeness of the text or illustration, lack of list of plates, inserted advertisements, cancels or any subsequently published volume, supplement, appendix or plates or error in the enumeration of the plates, or is based on the age of hand-coloring in maps, 𒊎atlases or books; or
(v) the manner in which the text or illustrati♍ons are defective does not result in a🃏 material loss in value of the Property.
(i) Subject to the above, if we reasonably determine that the Property is a counterfeit, we will꧑ ensure that the sale is rescinded, and that you are refunded the Purchase Price in the currency of the sale.
(j) The rescission of the sale and thꦑe refund of the Purchase Price is your sole remedy available under the Authenticity Guarantee and is in lieu of any other remedy that might otherwise be available to you as a matter of law or in equity.
4. Buyer Representations and Warranties
You represent and warrant to us and the Seller that at all re📖levant times:
(a) your performance under these Conditions of Business for Buyers has not and will not violate any♉ applicable law, regulation or code;
(b) your purchase of the Property, and if you are acting as an agent on behalf of a principal, the aไrrangement between you and your principal, will not facilitate tax crimes;
(c) you have no knowledge or reason to suspect that (i) the funds used to purchase the Property are connected with the proceeds of criminal activity, or (ii) you or your principal, if applicable, (or, if you are an entity, any person(s) or entity(ies) with a beneficial or ownership interest in you), arꦇe under investigation, charged with, or♓ convicted of any substantive or predicate money laundering or economic sanctions crime, terrorist activity, tax evasion or act in violation of any applicable anti-bribery or anti-corruption laws or regulations;
(d) you (and your principal, if applicable) are not, nor are you (or your principal, if applicable) owned (in whole or in part), controlled, or acting on behalf of, an entity or individual that is: (i) the subject of economic sanctions, embargoes or other trade restrictions in any jurisdiction, including those administered and enforced by the United States, European Union, United Kingdom, United Nations Security Council, or other applicable sanctions authority (collectively, “Sanctions”), or (ii) located, organized, or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Syria, Russian Federation and Belarus) (collectively, “Sanctioned Jurisdictions”);
(e) yo꧂u (and your principal, if applicable) are currently in compliance, and for the past five years have complied, with applicable Sanctions, anti-money laundering, anti-terrorism, and anti-bribery or anti-corruption laws;
(f) the Purchase Price will not 👍be funded directly or indirectly by or from anyone that isꦿ the subject of Sanctions or located, organized or resident in a Sanctioned Jurisdiction;
(g) no party directly or indirectly involved in the transaction is the subject of Sanctions or is owned (in whole or in part) or controlled by any individual or entity that is the subject of Sanctions or otherwise locat🥂ed, or🎃ganized, or resident in a Sanctioned Jurisdiction, except as expressly authorized in writing by the government authority having jurisdiction over the purchase and with our prior express written consent;
(h) if you are acting as agent on beh♉alf of a principal, you have taken steps reasonably designed to ensure compliance with Sanctions, anti-money laundering, anti-terrorism, and anti-bribery or anti-corruption laws, including but not limited to, conducting appropriate due diligence on your principal and source of funds for the purchase, and all commissions payable to you for this purchase have been authorized by your principal, and your purchase will not cause (or otherwise result in) us, the Seller, or anyone else to violate any Sanctions, anti-money laundering, anti-terrorism, antitrust, or anti-bribery or anti-corruption laws; and
(i) you have full legal authority without any fu𒐪rther action or other party’s consent to enter into and perform these Conditions of Business for Buyers and to give these representations and warranties; if you are an entity, the individual signing on your behalf is authorized to 💦do so and the entity is duly incorporated or formed, validly existing and in good standing in the jurisdiction where it is incorporated or formed.
We may, in our sole discretion, rescind the sale of the Prop🐬erty if we reasonably determine that (i) any of your representations or warranties is inacc🙈urate, incomplete or breached; or (ii) the sale has subjected or might subject us or the Seller to liability.
5. Indemnity
You shall indemnify and hold us, each Sotheby’s Group Company, our and their respective officers and em𒁏ployees, and the Seller harmless against any and all claims, causes of action, liabilities, damages, losses, and expenses (including but not limited to reasonable attorneys’ fees), arising out of or in connection with an inaccuracy, incompleteness or breach of any of your representations or warranties under these Conditions of Business for Buyers.
6. Payment
(a) Title to🌜 the Property will pass to you upon our receipt of t♍he Purchase Price in full and in cleared funds.
(b) You must pay as part of the Purchase Price any applicable sales tax, compensating use tax, value added tax, consumption tax, goods or services tax or other indirect taxes, luxury tax, excise tax, and duties or tariffs (collectively, “Taxes”), as well as any applicable artist resale right royalty on the purchase of Pro🤪perty where and as required by law. We will collect any applicable Taxes and artist resale right royalty on the purchase of Property where and as required by applicable law.
(c) If you fail to pay the Purchase Price in full and in cleared funds on the payment schedule set forth on the invoice without our prior agreement, you will be in default. In such case, without prejudice to any rights or remedies the Seller may have, we may in our sole discretion exercise one or more of the following rights or remedies to the fullest extent permitted by law, in addition to any and all other rights or remedies available to us or the Seller by law or in equity: (i) cancel the sale of the Property; (ii) set off any amounts owed to you by a Sotheby’s Group Company against any amounts outstanding f༺rom you in respect of the Property or any damages suffered by us or the Seller as a result of your breach of contract; (iii) charge interest at the annual percentage rate of 6% above the prime rate, but in no event greater than the maximum rate permitted by law, from the date on ൲which payment is due to the date the Purchase Price is received in cleared funds (both before and after judgement); and release your name and address to the Seller to enable the Seller to commence legal proceedings to recover the amounts due and legal costs.
7. Property Collection
(a) You shall arrange for collection or delivery of the Property no later than 30 calendar days (or 60 calendar days if you are a Sotheby’s Preferred member) after the date by which you have paid the Purchase Price in full, unless otherwise agreed with you. If you fail to do so, we will store the Property at your expense and risk at our premises or with a third party. The applicable charges are set out at //www.laitexier.com/en/late-collection-fees. For uncollected Wine or Spirits, if it remains uncollected after 90 ♔days, we may send it to our wine warehouse, upon which time applicable ꦡstate and local sales tax will be charged.
(b) ꦬIf purchased Property is not collected within six months of your payment of the Purchase Price in full, you authorize us to arrange a resale of the Pr🍒operty by auction or private sale (at a Sotheby’s Group Company or elsewhere), with estimates and reserves at our discretion (including without reserves). If the Property sells, we will be entitled to deduct and retain from the sale proceeds our standard Buyer’s Premium, Overhead Premium (as applicable) and seller’s commission and any other costs we incur in selling the Property before remitting any excess to you.
(c) Risk and responsibility for purchased Property will transfer to you on the earlier of (i) collection of the Property, or (ii) the 31st calendar day (or the 61st calendar day if you are a Sotheby’s Preferred member) after you have paid the Purchase Price i♚n full.
(d) Once risk passes to you, you irrevocably release us and each other Sotheby’s Group Company, our and their respective officers and employees, agents, warehouses and the Seller, from any and all claims, causes of action, liabilities, damages, losses and expenses (including but not limited to reason💝able attorneys’ fees) for loss of or damage to the Property.
(e) Before risk for purchased Property passes to you we assume liability for loss or damage to the Property, subject to the exclusions set out in paragraph (d) below. In the event of loss or damage for whi✃ch we have assumed liability, we will determine the extent of depreciation to the Property, if any, caused by the loss or damage and compensate you in respect of that loss up to the amount of the Purchase Price you paid for the Property.
(f) We will not be liable for any loss or damage (i) caused by any process undertaken by independent contractors engaged with your consent, including but not limited to for r🥃estoration, conservation, framing or cleaning; (ii) caused to frames or to glass covering prints, paintings or other flat works; or (iii) caused by changes in humidity or temperature (as long as we take reasonable care in handling the Property), normal wear and tear, gradual deterioration or inherent vice or defect (including woodworm), war, any act or acts of terrorism (as defined by🎉 our insurers), nuclear fission, radioactive contamination, or chemical, bio-chemical or electromagnetic weapons.
(g) Upon your receipt of payment from us for any loss or damage to Property in accordance with this Condition, you, on your own behalf and on behalf o🔯f your insurer(s), irrevocably release us and each other Sotheby’s Group Company, our and their respective officers and employees, agents, warehouses and the Seller from all liability for loss of or damage to such Property and irrevocably waive all rights and claims that you might have against us or any other Sotheby’s Group Company, our or their respective officers or employees, agents, warehouses or the Seller in connection with the same.
8. Limitation of Liability
(a) Neither you nor we nor the Seller will ♏be liable for any s꧑pecial, consequential, indirect, incidental or punitive damages.
(b) Without prejudice to Condition 2, our and the Seller’s aggregate liability to you under these Conditions of Business for Buyers for any claim relating to Property will not exceed the amount of the Purchase Price for the relevant Propert🏅y actually paid, except in the case of our willful misconduct or fraud, or in the case of death or personal injury caused by our negligent acts or omissions.
9. Force Majeure
We will not be liable for or be deemed to have defaulted under or breached these Conditions of Business for Buye𒐪rs for failure or delay in fulfilling or performing any of our obligations to the extent, and for so long as, such failure or delay is caused by events beyond our reasonable control, including without limitation, fire, flood, natural disaster or other event caused by forces of nature, riot, strike or other civil or lab💙or unrest, inability to secure sufficient labor, power or necessary equipment, act of war, armed conflict, terrorist attack, governmental action or regulation, outbreak of disease, public health emergency, epidemic, nuclear or chemical contamination, or any other cause that we could not have prevented with reasonable care.
10. Confidentiality and Data Protection
(a) Neither you nor we♑ may disclose the terms of these Conditions of Business for Buyers to any third party without the prior written consent of the other party, except (i) to attorneys, insurers, contractors, agents, advisors or financial participants on a need-to-know basis and provided they are subject to confidentiality obligations that are no less restrictive than this provision, (ii) to other Sotheby’s Group Companies, or (iii) to comply with valid legal process or regulatory authority compelling the disclosure, provided, where permitted to do so by law, the disclosing party first gives the other party prompt written notice of such service of process and allows the other party an opportunity to seek a protective order.
(b) We will hold and process your personal information and may share it with another Sotheby’s Group Company for use as described in, and in line with, our Privacy Policy published on our website at ﷽168开奖官方开奖网站查询://www.laitexier.com/en/privacy-policy or available on request by email to 168开奖官方开奖网站查询:enquiries@laitexier.com.
11. Miscellaneous
(a) You will provide to us, upon our request, verification of identity and any additional information required to comply with our Know 🐓Your Client requirements (including but not limited to if you are acting as agent on behalf of a principal, you will disclose to us the identity of your principal) or applicable law or to evidence your authority to enter into these Conditions of Business for Buyers. We reserve the right to seek identification of the source of funds received. If we have not completed our enquiries in respect of Know Your Client, Sanctions, anti-money laundering, anti-terrorist financing or other checks as we consider appropriate concerning you (or your principal, if applicable) to our satisfaction or if we are not satisfied in our sole discretion with the results of such enquiries, we may, in our sole discretion, cancel or rescind the sale of the Property, including refusing or returning any payment, as appropriate, and take any further action required or permitted under applicable law without any liability to you.
(b) We may sell the Property only if we are authorized by the Seller to do so. Accordingly, our ag𝐆reement to sell you the Property will automatically terminate and be null and void if we are not authorized by the Seller to undertake any of our obligations in these Conditions of Business for Buyers by the date on which your payment of the Purchase Price is due.
(c) These Conditions of Business for Buyers, the invoice, the Private Purchase Agreement (if applicable), and the express representations and warranties and indemnity given by the Seller, together constitutes the entire agreement between us, the Seller and you with respect to this purchase and supersedes all prior or contemporaneous written, oral or implied understandings, representations or agreemen🎐ts relating to the subject matter hereof. You confirm that you have not relied upon, and waive all your rights and remedies available in relation to, any express or implied representation, warranty and/or promise outside ofthese Conditions of Business for Buyers. If any part of these Conditions of Business for Buyers is deemed invalid or unenforceable, such invalidity or unenforceability will not affect the remaining provisions of this agreement, which will remain in full force and effect. No provision of these Conditions of Business for Buyers may be amended unless you and we agree in writing (including by email) to do so.
(d) These Conditions of Business for Buyers🥂 will remain in force in the event of your death and is binding upon, and inures to the benefit of, you, your estate, heirs, executors, devisees,🍬 representatives, administrators, successors and permitted assigns.
(e) You mayꦛ not assiꦏgn your rights or delegate your obligations under these Conditions of Business for Buyers without our prior written consent.
(f) If we receive a subpoena or an order from a court, bo꧂dy or authority of competent jurisdiction relating to the Property, our agreement, or to you or your principal, you agree to pay us the costs we incur, including reasonable attorney’s fees, in responding to the subpoena or complying with the relevant order.
(g) You have h🅺ad the opportunity to consult an attorney of your choosing before agreeing to purchase the Property, and you acknowledge we have not provided legal advice to you or for your benefit in connection herewith.
(h) To the extent♏ otherwise applicable, the Vienna Conventio🦋n on the International Sale of Goods is excluded.
(i) The provisions in these Conditions of Business for Buyers that by their nature are iඣntended to survive termination or the completion of the transactions contemplated (including, by way of illustration on🐬ly, liability and indemnity, confidentiality, choice of law and dispute resolution) will so survive.
12. Law and Jurisdiction
These Conditions of Business for Buyers will be governed by and construed in accordance with the laws of the State of New York without regard to conflict of law rules or principles. In the event of a dispute arising from or relating to this agreemen𒊎t, you and we agree to submit to the exclusive jurisdiction of the state courts of and the federal courts sitting in the State and County of New Yo🦩rk.
Last Modified February 18, 2025