Conditions of Business

Conditions of Business for Buyers | Conditions of Business for Sellers | Conditions of Business for Sellers

Conditions of Business for Buyers

1. INTRODUCTION

The contractual relationship of Summers Place Auctions Ltd and Sellers with prospective Buyers is governed by:-
1. these Conditions of Business for Buyers;
2. the Conditions of Business for Sellers displayed in the saleroom and available from Summers Place Auctions Ltd
3. Summers Place Auctions Ltd ‘s Authenticity Guarantee;
4. any additional notices and terms printed in the sale catalogue, in each case as amended by any saleroom notice or auctioneer's announcement.
As auctioneer, Summers Place Auctions Ltd acts as agent for the Seller. Occasionally, Summers Place Auctions Ltd may own or have a financial interest in a lot.

2. DEFINITIONS

"Bidder" is any person making, attempting or considering making a bid, including Buyers;
"Buyer" is the person who makes the highest bid or offer accepted by the auctioneer, including a Buyer’s principal when bidding as agent;
"Seller" is the person offering a lot for sale, including their agent, or executors;
"Buyer’s Expenses" are any costs or expenses due to Summers Place Auctions Ltd from the Buyer;
"Buyer’s Premium" is the commission payable by the Buyer on the Hammer Price or winning sealed bid price at the rates set out in the Guide for Prospective Buyers;
"Hammer Price" is the highest bid for the Property accepted by the auctioneer at the auction or the post auction sale price;
"Purchase Price" is the Hammer Price plus applicable Buyer’s Premium and Buyer’s Expenses;
"Reserve Price" (where applicable) is the minimum Hammer Price at which the Seller has agreed to sell a lot.

The Buyer’s Premium, Buyer’s Expenses and Hammer Price are subject to VAT, where applicable.

3. EXAMINATION OF LOTS

Summers Place Auctions Ltd knowledge of lots is partly dependent on information provided by the Seller and Summers Place Auctions Ltd is unable to exercise exhaustive due diligence on each lot. Each lot is available for examination before sale. Bidders are responsible for carrying out examinations and research before sale to satisfy themselves over the condition of lots and accuracy of descriptions.
All oral and/or written information provided to Bidders relating to lots, including descriptions in the catalogue, condition reports or elsewhere are statements of Summers Place Auctions Ltd opinion and not representations of fact. Estimates may not be relied on as a prediction of the selling price or value of the lot and may be revised from time to time at Summers Place Auctions Ltd absolute discretion.

4. EXCLUSIONS AND LIMITATIONS OF LIABILITY TO BUYERS

Summers Place Auctions Ltd shall refund the Purchase Price to the Buyer in circumstances where it deems that the lot is a Counterfeit, subject to the terms of Summers Place Auctions Ltd Authenticity Guarantee.
Subject to Condition 4(a), neither Summers Place Auctions Ltd nor the Seller:-
1. is liable for any errors or omissions in any oral or written information provided to Bidders by Summers Place Auctions Ltd, whether negligent or otherwise;
2. gives any guarantee or warranty to Bidders and any implied warranties and conditions are excluded (save in so far as such obligations cannot be excluded by English law), other than the express warranties given by the Seller to the Buyer (for which the Seller is solely responsible) under the Conditions of Business for Sellers;
3. accepts responsibility to Bidders for acts or omissions (whether negligent or otherwise) by Summers Place Auctions Ltd in connection with the conduct of auctions or for any matter relating to the sale of any lot.
Without prejudice to Condition 4(b), any claim against Summers Place Auctions Ltd and/ or the Seller by a Bidder is limited to the Purchase Price for the relevant lot. Neither Summers Place Auctions Ltd nor the Seller shall be liable for any indirect or consequential losses.
Nothing in Condition 4 shall exclude or limit the liability of Summers Place Auctions Ltd or the Seller for death or personal injury caused by the negligent acts or omissions of Summers Place Auctions Ltd or the Seller.

5. BIDDING AT AUCTION

Summers Place Auctions Ltd has absolute discretion to refuse admission to the auction. Before sale, Bidders must complete a Registration Form and supply such information and references as Summers Place Auctions Ltd requires. Bidders are personally liable for their bid and are jointly and severally liable with their principal, if bidding as agent (in which case Summers Place Auctions Ltd’s prior and express consent must be obtained).
Summers Place Auctions Ltd advises Bidders to attend the auction, but Summers Place Auctions Ltd will endeavour to execute absentee written bids provided that they are, in Summers Place Auctions Ltd’s opinion, received in sufficient time and in legible form.
When available, written and telephone bidding is offered as a free service at the Bidder’s risk and subject to Summers Place Auctions Ltd’s other commitments; Summers Place Auctions Ltd is therefore not liable for failure to execute such bids. Telephone bidding may be recorded.

6. IMPORT, EXPORT AND COPYRIGHT RESTRICTIONS

Summers Place Auctions Ltd and the Seller make no representations or warranties as to whether any lot is subject to import, export or copyright restrictions. It is the Buyer's sole responsibility to obtain any copyright clearance or any necessary import, export or other licence required by law, including licenses required by law under the International Trade in Endangered Species (CITES).

7. CONDUCT OF THE AUCTION

The auctioneer has discretion to refuse bids, withdraw or re-offer lots for sale (including after the fall of the hammer) if (s)he believes that there may be an error or dispute, and may also take such other action as (s)he reasonably deems necessary.
The auctioneer will commence and advance the bidding in such increments as (s)he considers appropriate and is entitled to place bids on the Seller’s behalf up to the Reserve Price for the lot, where applicable.
Subject to Condition 7(a), the contract between the Buyer and the Seller is concluded on the striking of the auctioneer's hammer.
Any post-auction sale of lots shall incorporate these Conditions of Business.

8. PAYMENT AND COLLECTION

Unless otherwise agreed in advance, payment of the Purchase Price is due in pounds sterling immediately after the auction (the "Payment Date").
Title in a lot will not pass to the Buyer until Summers Place Auctions Ltd has received the Purchase Price in cleared funds. Summers Place Auctions Ltd will not release a lot to a Buyer before payment.
The refusal of any licence or permit required by law, as outlined in Condition 6, shall not affect the Buyer’s obligation to pay for the lot, as per Condition 8(a).
The Buyer must arrange collection of lots within 35 working days of the auction. Purchased lots are at the Buyer's risk from the fall of the hammer.
All packing and handling of lots is at the Buyer's risk. Summers Place Auctions Ltd will not be liable for any acts or omissions of third party removers or shippers.

9. REMEDIES FOR NON-PAYMENT

Without prejudice to any rights that the Seller may have, if the Buyer without prior agreement fails to make payment for the lot within 5 working days of the auction, Summers Place Auctions Ltd may in its sole discretion exercise one or more of the following remedies:-

store the lot at its premises or elsewhere at the Buyer’s sole risk and expense;
cancel the sale of the lot;
set off any amounts owed to the Buyer by Summers Place Auctions Ltd against any amounts owed to Summers Place Auctions Ltd by the Buyer for the lot;
reject future bids from the Buyer;
charge interest at 4% per annum above NatWest Bank Base Rate from the Payment Date to the date that the Purchase Price is received in cleared funds;
re-sell the lot by auction or privately, with estimates and reserves at Summers Place Auction Ltd.’s discretion, in which case the Buyer will be liable for any shortfall between the original Purchase Price and the amount achieved on re-sale, including all costs incurred in such re-sale;
Exercise a lien over any Buyer’s Property in Summers Place Auctions Ltd’s possession, applying the sale proceeds to any amounts owed by the Buyer to Summers Place Auctions Ltd . Summers Place Auctions Ltd shall give the Buyer 14 days written notice before exercising such lien;
commence legal proceedings to recover the Purchase Price for the lot, plus interest and legal costs;
disclose the Buyer’s details to the Seller to enable the Seller to commence legal proceedings.

10. FAILURE TO COLLECT PURCHASES

If the Buyer pays the Purchase Price but does not collect the lot within 35 days of the auction, the lot will be stored at the Buyer's expense and risk at Summers Place Auctions Ltd’ s premises or in independent storage.
If a lot is paid for but uncollected within 6 months of the auction, following 60 days written notice to the Buyer, Summers Place Auctions Ltd will re-sell the lot by auction or privately, with estimates and reserves at Summers Place Auctions Ltd’s discretion. The sale proceeds, less all Summers Place Auctions Ltd’s costs, will be forfeited unless collected by the Buyer within 2 years of the original auction.

11. DATA PROTECTION

Summers Place Auctions Ltd will use information supplied by Bidders or otherwise obtained lawfully by Summers Place Auctions Ltd for the provision of auction related services, client administration, marketing and as otherwise required by law.
By agreeing to these Conditions of Business, the Bidder agrees to the processing of their personal information and to the disclosure of such information to third parties world-wide for the purposes outlined in Condition 11(a) and to Sellers as per Condition 9(i).

12. MISCELLANEOUS

All images of lots, catalogue descriptions and all other materials produced by Summers Place Auctions Ltd are the copyright of Summers Place Auctions Ltd .
These Conditions of Business are not assignable by any Buyer without Summers Place Auctions Ltd’s prior written consent, but are binding on Bidders' successors, assigns and representatives.
The materials listed in Condition 1(a) set out the entire agreement between the parties.
If any part of these Conditions of Business be held unenforceable, the remaining parts shall remain in full force and effect.
These Conditions of Business shall be interpreted in accordance with English Law, under the exclusive jurisdiction of the English Courts, in favour of Summers Place Auctions Ltd .

Conditions of Business for Sellers

The Conditions of Business for Sellers govern all aspects of the consignment, report, holding and sale of Property by Summers Place Auctions Limited together with Summers Place Auctions Limited’s Authenticity Guarantee and the Conditions of Business for Buyers, as printed in sale catalogues and available from Summers Place Auctions Limited upon request. Summers Place Auctions Limited act as agent for Sellers.

Conditions of Business for Buyers and/or Sellers may be amended by additional terms printed in the sale catalogue and/or by notices posted up in the saleroom or announced by the auctioneer.

Definitions

“Seller” is the owner of the Property, their agent, executors or the person in possession of the Property (as appropriate).
“SPA” means Summers Place Auctions Limited, Auctioneers, The Walled Garden, Stane Street, Billingshurst, West Sussex, RH14 9AB, company number 6266518.
“Seller’s Commission” is the commission Summers Place Auctions Limited charges Sellers of Property.
“Expenses” are Summers Place Auctions Limited’s expenses, fees and charges relating to the Property, including legal expenses, insurance charges, illustration fees, administration fees, customs duties, shipping and packing costs, tests, searches and enquiries.
“Buyer’s Premium” is the commission Summers Place Auctions Limited charges Buyers of Property.
“Hammer Price” is the highest bid for the Property accepted by the auctioneer and for simplicity, the highest bid above the reserve received for the sealed bid auctions.
“Reserve Price” is the minimum Hammer Price at which the Property may be sold, as agreed between the Seller and Summers Place Auctions Limited. From time to time, Summers Place Auctions Limited may agree with the Seller to offer a collection of Property for a Global Reserve Price and/or agree an auctioneer’s discretion to reduce the Reserve Price by 10% or to offer Property without a Reserve Price.
“Net Sale Proceeds” are the proceeds of sale actually received by Summers Place Auctions Limited, less Seller’s Commission, Buyer’s Premium and Expenses.
The Seller’s Commission, Hammer Price, Buyer’s Premium and all Expenses are subject to VAT, where applicable.

1. Sellers’ Warranties

The Seller warrants to SPA and the Buyer that:-
1. the Seller is the owner of the Property or is properly authorised to sell it;
2. the Seller shall transfer possession and good title in the Property to the Buyer, free from any third party claims;
3. the Seller has provided all relevant information about the ownership, condition, authenticity, attribution, provenance and import/export history of the Property;
4. there are no copyright or other restrictions on SPA’s rights to produce and publish images of the Property;
5. for property being consigned from outside the E.U. that the item has been lawfully and permanently exported as required by the laws of any country in which it was located prior to consignment to SPA and that any duties and taxes on the export and import of the item have been paid.
The Seller will indemnify SPA, its directors, employees, officers and Buyers of the Property against all losses and damages resulting from a breach of any of these warranties or other Conditions of Business. SPA may cancel, rescind or postpone sales of Property where it reasonably believes that there has been or may be a breach of these warranties or any other Conditions of Business by the Seller.

2. Sale Preparation

SPA shall have sole discretion as to how Property is described, illustrated and marketed, and the date, venue and conduct of the sale.
1. All oral or written estimates, appraisals and reports are statements of opinion only, may not be relied upon as a prediction of the sale price and may be revised from time to time by SPA.
2. The seller acknowledges that attribution of items is a matter of opinion and not fact, and is dependant upon (amongst other things): information provided by the seller, and the status of generally accepted expert opinion at the time of cataloguing.
SPA may, without obligation, consult with third party experts and carry out such other research for the Property as it deems necessary. SPA may transfer possession of the Property to such third parties and shall not be responsible for the acts and omissions of such third parties.
SPA shall have the absolute right to produce and publish images of any Property consigned for sale and will retain copyright in any such images it produces.
SPA will charge a Buyer’s Premium on the sale of the Property at SPA’s standard rates. SPA reserves the right to pay out of its commissions a fee to any third party introducing Sellers or Property to it.
Sellers are prohibited from bidding on their own Property. If a Seller offers the Hammer Price for their Property, SPA may charge the Seller the Seller’s Commission, Buyer’s Premium and Expenses relating to that Property.

3. Withdrawal of Lots

If the Seller withdraws any Property from sale after their written agreement to sell it, SPA may charge the Seller 50% of the Seller’s Commission and Buyer’s Premium SPA would have received had the Property sold at its mid estimate, plus all Expenses (the “Withdrawal Fee”).
SPA may withdraw any Property from sale without liability for any of the following reasons:- if
1. it reasonably believes that the authenticity or attribution is questionable;
2. it reasonably believes that the Seller’s Warranties or other Conditions of Business have been breached;
3. there is a competing ownership claim or lien over the Property;
4. the Property does not have all licences and permits required by law, including those required under the Convention on the International Trade in Endangered Species (CITES);
5. the condition of the Property has deteriorated since consignment;
6. the auction has been postponed for any reason.
If the Property is withdrawn for any of reasons 3(b)(ii), or (iii) the Seller shall pay the Withdrawal Fee, as per Condition 3(a). If withdrawn for any other reason, the Property shall be returned to the Seller at the Seller’s expense.

4. Exclusion of Liability

SPA shall not be liable for any errors or omissions in any written or oral information provided to Sellers or for acts or omissions relating to the conduct of the auction or any other matter relating to the sale of Property, whether negligent or otherwise, subject always to Condition 4(c).
Without prejudice to Condition 4(a), any claim against SPA shall be limited to the Net Sale Proceeds for the relevant Property. SPA shall not in any circumstances be liable for any indirect or consequential losses.
SPA’s liability to the Seller in respect of death or personal injury caused by SPA’s negligent acts or omissions shall not be excluded or limited.

5. Loss or Damage to Property

Unless otherwise agreed in writing, SPA will assume the risk of loss or damage to Property received from the Seller until:-
1. risk passes to the Buyer at the fall of the hammer, or when the successful bidder is invoiced by SPA for lots in the sealed bid auction. or
2. if unsold, 30 days after the sale or when released to the Seller (whichever is earlier); or
3. 6 months after receipt of the Property by SPA, if not consigned for sale.
The seller agrees to pay a charge for the above liability accepted by SPA for which SPA shall charge a premium of 1.5% of:-
1. the Hammer Price of the Property, if sold;
2. the Reserve Price of the Property or as otherwise stated on the Property Receipt, if unsold; or
3. the mid estimate, if not offered for sale (or SPA’s reasonable estimate of auction value where there are no pre-sale estimates).
If damage or loss occurs whilst the Property is at the risk of SPA, the maximum amount of SPA’s liability shall be as set out in Condition 5 (b) (i)- (iii), as applicable, less Seller’s Commission and Expenses.
SPA will not be liable for any loss or damage caused by:-
1. normal wear and tear, gradual deterioration or inherent vice or defect;
2. errors in processing;
3. war, radioactive contamination or acts of terrorism.

6. Post-Auction Sales

If any Property fails to sell at auction, SPA shall be entitled for a period of 35 days after the auction to sell the Property privately for no less than the Reserve Price (unless otherwise agreed with the Seller) and on the terms of these Conditions of Business. Any reference in the conditions of business to the auction date shall be treated as the date of the post-auction sale.

7. Payment of Net Sale Proceeds

A sale contract is made directly between the Buyer and the Seller. SPA’s sole obligation shall be to send the seller Net Sale proceeds once appropriate identification and cleared funds have been received from the buyer. Subject in all cases to prior receipt of cleared funds by SPA and subject to rescission of the sale under Condition 9, 35 days after the sale date or 5 working days after receipt of cleared funds from the Buyer (whichever is later), SPA shall send the Seller the Net Sale Proceeds in sterling, less any other amounts owed by the Seller to SPA.
SPA shall not be obliged to check the ability of Buyers to pay for Property and shall have absolute discretion whether to use any of the rights and remedies against defaulting Buyers contained in the Conditions of Business for Buyers.

8. Unsold / Uncollected Property

SPA will advise Sellers whether or not their Property has sold. Unsold Property may either:-
1. be reconsigned for sale; or
2. collected by the Seller, once relevant expenses have been settled.
If the Seller does not reconsign or collect the Property within 60 days of the auction as per Condition 8(a) (i) or (ii) above, SPA shall be released from any duty of bailment and may in its sole discretion be entitled to:-
1. transfer the Property to independent storage at the Seller’s expense; or
2. re-offer the Property at auction for no less than 50% of the original Reserve Price agreed with the Seller (where applicable), and subject to the Seller’s Commission on the re-sale plus all relevant Expenses.
1. If the Seller deposits the Property with SPA for more than 1 year and neither collects or consigns it for sale, SPA shall be entitled to sell such Property at a SPA sale or elsewhere, with estimates and reserves at SPA’s discretion, after giving the Seller 60 days written notice sent to the Seller’s last known address.
2. Any resale of unsold lots shall be conducted under these conditions of business, save only that, between the Seller and SPA, these conditions of business shall continue to apply and prevail in the event of any conflict. The proceeds of such sale less all costs incurred by SPA will be forfeited unless collected by the Seller within two years of the sale.

9. Rescission of Sales

SPA may rescind the sale where it reasonably believes that the Property is Counterfeit, as defined by SPA’s Guarantee of Authenticity, in which case SPA shall send the Seller a notice of such rescission. The Seller agrees to return to SPA the Net Sale Proceeds received from the sale of such Property together with any additional Expenses incurred by SPA. SPA will return the Property to the Seller upon receipt of the Net Sale Proceeds and Expenses, unless prevented from doing so for reasons beyond SPA’s control.

10. Data Protection

SPA will use information supplied by Sellers or otherwise obtained lawfully by SPA for the provision of auction related services, client administration, marketing and as otherwise required by law.
By agreeing to these Conditions of Business, the Seller agrees to the processing of their personal information and to the disclosure of such information to third parties world-wide for the purposes outlined in Condition 10(a).
Clients please note that for security purposes, SPA premises are subject to video monitoring and telephone calls may also be recorded.
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11. Miscellaneous

If any part of these Conditions of Business be held unenforceable, the remaining parts shall remain in full force and effect.
These Conditions of Business shall be interpreted in accordance with English Law under the exclusive jurisdiction of the English Courts, in favour of SPA.
In accordance with market practice, SPA reserves the right to pay out of its commissions a fee to any third party introducing clients or property to it.

Authenticity Guarantee

If Summers Place Auctions Ltd sells an item which subsequently is shown to be a "counterfeit", subject to the terms below Summers Place Auctions Ltd will set aside the sale and refund to the Buyer the total amount paid by the Buyer to Summers Place Auctions Ltd for the item, in the currency of the original sale.

For these purposes, "counterfeit" means a lot that in Summers Place Auctions Ltd reasonable opinion is an imitation created to deceive as to authorship, origin, date, age, period, culture or source, where the correct description of such matters is not reflected by the description in the catalogue (taking into account any Glossary of Terms). No lot shall be considered a counterfeit by reason only of any damage and/or restoration and/or modification work of any kind (including repainting or over-painting).

Please note that this Guarantee does not apply if either:-
1. the catalogue description was in accordance with the generally accepted opinion(s) of scholar(s) and expert(s) at the date of the sale, or the catalogue description indicated that there was a conflict of such opinions; or
2. the only method of establishing at the date of the sale that the item was a counterfeit would have been by means of processes not then generally available or accepted, unreasonably expensive or impractical to use; or likely to have caused damage to the lot or likely (in Summers Place Auctions Ltd reasonable opinion) to have caused loss of value to the lot; or
3. there has been no material loss in value of the lot from its value had it been in accordance with its description. This Guarantee is provided for a period of five (5) years after the date of the relevant auction, is solely for the benefit of the Buyer and may not be transferred to any third party.
To be able to claim under this Guarantee, the Buyer must:-
1. notify Summers Place Auctions Ltd in writing within three (3) months of receiving any information that causes the Buyer to question the authenticity or attribution of the item, specifying the lot number, date of the auction at which it was purchased and the reasons why it is thought to be counterfeit; and
2. return the item to Summers Place Auctions Ltd in the same condition as at the date of sale to the Buyer and be able to transfer good title in the item, free from any third party claims arising after the date of the sale.

Summers Place Auctions Ltd has discretion to waive any of the above requirements. Summers Place Auctions Ltd may require the Buyer to obtain at the Buyer's cost the reports of two independent and recognised experts in the field, mutually acceptable to Summers Place Auctions Ltd and the Buyer. Summers Place Auctions Ltd shall not be bound by any reports produced by the Buyer, and reserves the right to seek additional expert advice at its own expense. In the event Summers Place Auctions Ltd decides to rescind the sale under this Guarantee, it may refund to the Buyer the reasonable costs of up to two mutually approved independent expert reports.