EFTA00802938.pdf

34-35 New Bond Street London WIA 2AA UK 444 (0)20 7293 5000 SOTHEBYS.COM Sotheby's 11'" May 2017 The Haze Trust B3 6100 Red Hook Quarter St. Thomas 00802 Virgin Islands (US) Dear Sirs Thank you for instructing Sotheby's in London ("Sotheby's", "we", "our") to offer for sale at auction on your behalf the following work: Alberto Giacometti, Grande figure, bronze, height 130.3cm, cast by Rudier in 1948 (the 'Property"). This letter agreement (the "Agreement") confirms the terms upon which you and Sotheby's have agreed to offer the Property for sale and incorporates Sotheby's standard Conditions of Business for Sellers (enclosed as Schedule I hereto), Sotheby's standard Conditions of Business for Buyers and Sotheby's Authenticity Guarantee as amended by this Agreement (the "Conditions of Business"). References in this Agreement to numbered Conditions are to the relevant Conditions of Business for Sellers. References to "you" and "your" mean The Haze Trust. As between you and Sotheby's, in the event of a conflict between the terms of this Agreement the enclosed Conditions of Business for Sellers, the terms of this Agreement shall control. 1. Date of the Auction The Property will be offered for sale in Sotheby's Impressionist & Modem Art Evening Sale to be held at our New Bond Street premises in London in June 2017 (on a specific date to be determined by Sotheby's), subject to postponement for reasons beyond Sotheby's control. 2. Estimates and Reserves Sotheby's current pre-sale estimates for the Property are £15,000,000-£25,000,000. The Property will be subject to a reserve to be mutually agreed in writing prior to the sale of the Property. The reserve for the Property may not exceed Sotheby's latest low pre-sale estimate for the Property. 3. Seller's Commission and Buyer's Premium Sotheby's agrees not to charge you a seller's commission on the sale of the Property. Subject to the following paragraph, you authorise Sotheby's to collect from the buyer and retain for Sotheby's account a buyer's premium (plus any applicable VAT or amount in lieu of VAT) on the sale of the Property. The buyer's premium will be the percentage stated in the catalogue for the relevant auction. You and Sotheby's agree that Sotheby's shall pay you in accordance with clause 7 below an amount of the buyer's premium received by Sotheby's in cleared funds equal to 8% of the hammer price achieved for the Property ("Your Share of Buyer's Premium"). EFTA00802938 Sotheby's Notwithstanding Condition 16, Sotheby's will not charge any commission on unsold Property. You acknowledge that the Property has been imported from outside the European Union for sale in London and that Sotheby's will be selling the Property under its Temporary Admission arrangement. Sotheby's will charge the buyer UK Import VAT at the prevailing rate on the hammer price and UK domestic VAT at the standard rate on the buyer's premium for the Property. 4. Expenses Sotheby's will bear all the expenses related to the auction including: (a) the cost of assuming liability for loss or damage to the Property, (b) catalogue illustration, production and mailing, (c) packing and shipping the Property to Sotheby's premises and to and from travelling exhibitions, and (d) any agreed-upon advertising. 5. Liability for Loss or Damage Sotheby's will assume liability for loss or damage to the Property at no cost to you but otherwise on the terms set out in Condition 6, for an amount that shall not exceed the hammer price if the Property is sold, the reserve price if the Property is unsold or the mid pre-sale estimate if the Property has yet to be sold when loss or damage occurs. 6. Seller's Warranties Please refer to Condition 2 which sets out your warranties and indemnity to Sotheby's and the buyer(s) of the Property. 7. Payment of Sale Proceeds Tirty-five days after the last session of the auction (the "Settlement Date"), Sotheby's will wire transfer to you in accordance with your written instructions the sale proceeds Sotheby's has received in cleared funds after deducting Sotheby's portion of buyer's premium and any applicable VAT or amount required in lieu of VAT (the balance being the "Net Sale Proceeds"), unless a buyer has notified Sotheby's of their intention to rescind the sale in accordance with Sotheby's Authenticity Guarantee based on a claim that the Property is "counterfeit" (within the terms of Sotheby's Authenticity Guarantee) or unless you have breached any of your representations and warranties in Condition 2. If a buyer pays after the Settlement Date, Sotheby's will wire transfer the Net Sale Proceeds to you within five working days of receiving such Net Sale Proceeds in cleared funds. For the avoidance of doubt, the definition of "Net Sale Proceeds" shall include Your Share of Buyer's Premium. Net Sale Proceeds will be paid to you in pounds sterling or such other currency as you request in writing. If you request payment of Net Sale Proceeds in a currency other than pounds sterling, Sotheby's shall convert the Net Sale Proceeds into the currency of your choice based on the exchange rate quoted by a commercial bank designated by Sotheby's in London on the date on which Sotheby's pay you the Net Sale Proceeds. You agree that we may offer prospective bidders the right to pay the total purchase price for the Property (including buyer's premium and any applicable VAT or amount in lieu of VAT due by the buyer) in one or more instalments as determined in our sole discretion over a period of up to ninety (90) days following the auction. Interest will not be due by the prospective bidder or Sotheby's on any instalment. We agree to notify you within five (5) working days following the auction whether extended Sotheby's resigned in England and Wales registered 'r ice at the above mans. Registered Number 874467 EFTA00802939 Sotheby's payment terms have been offered to and accepted by the buyer of the Property, and terms offered and accepted by such buyer, including the dates on which instalments of the total purchase price are due and the amount which is due on each of such instalment payment date. On the later of (i) five (5) working days after each instalment payment date or (ii) five (5) working days of our receipt of an instalment in cleared funds from the purchaser, we will pay you an amount of Net Sale Proceeds (which include Your Share of Buyer's Premium) we receive in cleared funds corresponding to each such instalment. If we release the Property to the purchaser hereof prior to our receipt from the purchaser of payment of the purchase price in full for the Property, we agree to pay you the Net Sale Proceeds due to you (which include Your Share of Buyer's Premium) (less any amounts previously remitted to you) on the date which is thirty-five (35) days after the auction or, if the Property is released after that date, on the date which is five (5) working days of our release of the Property, regardless of whether we have collected payment in full from the purchaser. 8. Bidding in the Sale You agree not to bid for your own property or to instruct or permit any other person to bid on your behalf. Please read Condition 10. 9. Withdrawals Property may only be withdrawn from sale on the terms of Condition 5. 10. Conditions of Sale The sale of the Property will be conducted in accordance with Sotheby's standard Conditions of Business applicable to the sale. In the event of any conflict between the Sale Conditions of Business and this Agreement, the sale Conditions of Business will prevail as to the relationship between you and the buyer, but this Agreement shall prevail as to the relationship between you and Sotheby's. In the event of any discrepancy between the terms of this Agreement and the terms of any shipping quotation from Sotheby's which you may have previously signed, the terms of this Agreement shall prevail. 11. Governing Law and Jurisdiction This Agreement is subject to the same governing law and jurisdiction provisions set out in Condition 21. Sotheby's resigned in England and Wales registered office at the above mans. Regntered Number 874867 3 EFTA00802940 Sotheby's I should be grateful if you would sign this Agreement as evidence of your acceptance of its terms, and return one copy to us for our records. We look forward to achieving a successful result on the sale of the Property on your behalf. Yours sincerely Sotheby's ACKNOWLEDGED AND AGREED: by: Name: Duly authorised for and on behalf of The Haze Trust Date: Sotheby's resigned in England and Wales registered office at the above alarm. Regntered Number 874867 4 EFTA00802941 Sotheby's SCHEDULE I CONDITIONS OF BUSINESS FOR SEI YRS All aspects of the relationship between Sellers, Buyers and/or Sotheby's regarding the sale, purchase or holding ofproperty by Sotheby's are governed by: these Conditions of Business for Sellers. the Conditions of Business for Buyers, Sotheby's Authenticity Guarantee and any additional notices and terms printed in the sale catalogue, including Sotheby's guide to Buying at Auction included in Sotheby's sale catalogues, or announced at the sale of the goods by the auctioneer. They also apply to the Seller if the Seller requires inspection, appraisal or valuation ofproperty. The Conditions ofBusiness for Buyers, Sotheby's Authenticity Guarantee and other termsfor Buyers will be printed in the sale catalogue and are available upon request from Sotheby's UK salerooms, or by telephoning +44 (0)20 7293 6482, and are also displayed or announced in the galleries where the auction takes place. Potential Sellers' attention is specifically drawn to Conditions 2, 3, 4 and 5 below, which contain specific obligations on Sellers and limitations and exclusions of the legal liability of Sotheby's. The limitations and exclusions relating to Sotheby's are consistent with Sotheby's role as auctioneer oflarge quantities ofgoods ofa wide variety and Sellers shouldpay particular attention to these Conditions. in the USA and any of its subsidiaries operating condition if reasonably used for the I. Common Terms (including Sotheby's in London) and Sotheby's purpose for which they were designed. and are Diamonds SA and its subsidiaries (in each case free from any defect not obvious on external In these Conditions of Business: -subsidiary- having the meaning of Section inspection which could prove dangerous to 'Buyer" is the person who makes the highest 1159 of the Companies Act 2006): "VAT- is human life or health. bid or offer accepted by the auctioneer. and/or such person's principal where bidding as agent: Value Added Tax at the prevailing rate. "Buyer's Premium" is the commission payable Further information is contained in the sale (b) The Seller agrees to indemnify any by the Buyer on the Hammer Price at the rates catalogue guide to Buying at Auction. Sotheby's Company. their respective officers set out in the guide to Buying at Auction in the and employees and the Buyer against any loss sale catalogue and an amount in respect of 2. Seller's Warrantees or damage resulting from any breach of any applicable VAT: of the Seller's representations or warranties. "CITES" is the Convention on International (a) The Seller warrant to Sotheby's and to Where Sotheby's reasonably believes that Trade in Endangered Species: the Buyer that at all relevant times (including there is or may be a breach of any such 'Expenses" am Sotheby's charges and expenses the time of the consignment of any item and the representation or wananty. Sotheby's is in relation to the sale of any lot, including legal time of the sale): entitled in its sole discretion to rescind the expenses. charges and expenses for assumption (I) the Seller is the sole and absolute owner sale. of liability for loss or damage, catalogue and of the item. or is properly authorised by the other reproductions and illustrations. any owner to sell the item: 3. Preparation for sale customs duties. advertising, packing or shipping (II) the Seller can and shall. in accordance costs, fees for reproduction rights, taxes. levies. with these Conditions of Business, transfer (a) Sotheby's shall have sole and absolute costs of testing. searches or enquiries relating possession to the Buyer with good and discretion as to the way in which property to any lot, or costs of collection front a marketable title to the item. free from any third may be included in the sale. how any item is defaulting Buyer. plus an amount in respect of party rights, claims or potential claims described and illustrated in the catalogue or applicable VAT: (including. without limitation, by governments any report. and the manuring. promotion. "Hammer Price" is the highest bid accepted or governmental agencies): date. place and conduct of the sale. by the auctioneer by the fall of the hammer dill the Seller has provided Sotheby's in writing (in the case of wine, as apportioned pro-rata with all information the Seller is aware (b) Sotheby's may, but is under no duty to. by reference to the number of separately of concerning the item's provenance. instruct. consult with and rely on any outside identified items in that lett or in the case of a condition and restoration and has notified experts or restorers. agents or other third post-auction sale, the agreed sale price: 'Net Sotheby3 in writing of the existence of any parties, and carry out such other due Sale Proceeds' are the Hammer Price of the lot endangered or protected species in the item the diligence. inquiries. research or tests in relation sold, to the extent received by Sotheby's in Seller is aware of or any concerns the Seller to the property or its provenance either before cleared funds. less Seller's Commission and may have or that have been expressed by third or after the sale, as it may deem appropriate Expenses: 'Purchase Price' is the Hammer parties concerning its ownership. condition. in its reasonable discretion. provided (in the Price and applicable Buyer's Premium and VAT: authenticity, attribution. and export or import case of tests or restoration) that Sotheby's 'Reserve" is the minimum Hammer Price at history and are known to the Sellers: obtains the Seller's prior written approval which the Seller has agreed to sell a lot: (iv) where the item has been moved to the before any such tests or restoration are 'Seller" means (as appropriate) the owner, their European Union from a country that is not a performed on the Property and notifies the agent. executors or personal representatives. or member of the European Union. the item was Seller in writing of any third party it has the person in possession of the property lawfully imported into the European Union: consulted to that effect The Seller consents to consigned. Multiple ONIMIS, agents or persons that the item has been lawfully and any such parry having possession of the item in possession shall jointly and severally assume permanently exported as required by the laws and agrees that Sotheby's has no liability for all obligations, liabilities, representations. of any country in which it was located: required or arising from the acts or omissions of such warranties and indemnities as set forth in these declarations upon the export and import of the third parties. Conditions of Business: item have been properly made: and any duties 'Seller's Commission' is the commission and taxes on the export and import of the item (e) Any oral or written estimate or payable to Sotheby's by a Seller at the date of have been paid: evaluation or report provided by Sotheby's is sale of the property together with an amount in (v) the Seller has paid or will pay all taxes a genuinely held opinion only. It may not be respect of applicable VAT, at the rates set and duties due by the Seller on the sale relied on as a prediction of the selling price out in the Sotheby's Seller's commission proceeds of the item and has notified Sotheby's or value of the item and may in Sothebys rate cards. which are available at in writing of all such taxes and duties payable absolute discretion be revised front time to Sotheby's offices and the terms of which by Sotheby's on the Seller's behalf outside the time. are incorporated in these Conditions of Business: United Kingdom: and 'Sotheby's' means Sotheby's. the unlimited ('l) unless the Seller advises Sotheby's in (d) The Seller acknowledges that company which has its registered office at writing to the contrary at the time the itent is attribution of items is a matter of opinion 34-35 New Bond Street London WIA 2AA: delivered to Sotheby's. any electrical or and not of fact, and is dependent upon 'Sotheby's Company" means both Sotheby's mechanical goods or components are in a safe Sotheby's registered in England and Wales registered5office at the above address. Registered Number 873867 EFTA00802942 Sul le rs (amongst other things): information provided to Sotheby's. and undertake to maintain by the Seller, the condition of the property. (d) If a la is withdrawn from sale under insurance cover fa the item until the Buyer the degree of research. examination a testing Condition 5(b)6). (iv). (v) or Oi)• the Seller has made payment fa the item in full In such that is possible or practical in the shall not be charged a withdrawal fee and the circumstances. the Seller agrees to: (I) provide circumstances. and the status of generally lot shall be returned to the Seller at the Sellers Sotheby's with a copy of a certificate of accepted expen opinion at the time of expense. If a lot is withdrawn from sale under insurance fa the item and a waiver of cataloguing. Condition 5(b)(vii) the Seller shall not be subrogation by the Seller's insurer of all rights charged a withdrawal fee unless the Seller failed and claims which the Seller may have against (e) Taking the above factors into account to disclose to Sotheby's prior to the sale any Sotheby's. each in a form satisfactory to and subject to the specific exclusions facts or circumstances known to the Seller Sotheby's: (II) indemnify Sotheby's on demand contained in Condition 4 below•. Sotheby's which are relevant for the purpose of Sotheby's against any claim for loss or damage in respect shall exercise such reasonable care in determination under Condition 5(b)(vii). On of the item. however such claim may arise and compiling catalogue descriptions and withdrawal for any other reason, the Seller shall fa all related costs or expenses. Any payment condition reports• as is consistent with its role pay Sotheby's its Expenses and a withdrawal fee which Sotheby's makes under this Condition as auctioneer of large quantities of goods of a equal to the Buyer's Premium, at the rates shall be binding upon the Seller whether a not wide variety. current when the lot was consigned and legal liability has been proved: (III) notify the calculated as if the withdrawn lot had sold at the Seller's insurer of the terms of the indemnity set 4. Exclusions and limitations of liability to mean of Sotheby's then current pre-sak out in (ii) above: and (Iv) waive all rights and Sellers estimates. Sothebys shall not be obliged to claims which the Seller may have against withdraw any property from sale a to return it Sotheby's in connection with such loss or (a) In the light of Sotheby's knowledge of to the Seller unless the Seller has paid damage, other than in circumstances where the and dependence on inframation provided to it Sotheby's the withdrawal fee and Expenses. loss or damage was caused by Sotheby's wilful by the Seller. and the additional matters set The timing and the content of any misconduct. out in Condition 3 above. but in any event announcement regarding the withdrawal shall subject to Conditions 3(e) and 4(c). no be in Sotheby's sole discretion. (b) If the Seller fails to comply with sub Sotheby's Company nor any officer or paragraph 7(3)(i) above within 10 days of employee thereof is liable: 6. Liability for Lam or Damage delivery of the item to Sotheby's. Sotheby's shall (i) for any emus a omissions in any oral or assume liability for loss or damage to the item written information provided by it to Sellers: a (a) Unless otherwise agreed with Sotheby's in in accordance with the terms of Condition 6 writing in accordance with Condition 7 below. from the following day. although Sotheby's for any acts or omissions by it. in connection Sotheby's will assume liability for loss a liability shall be limited to the excess (if any) with the preparation for or conduct of damage to any item. commencing at the rime of (A) the amount set out in Condition 6(c) over auctions a for any matter relating to the sale of any item. whether negligent a Sotheyby's or its designated shippers pick up the (B) any amount payable to the Seller under its otherwise. item from the Chenue warehouse in Paris. France own insurance plus any applicable deductible. and ceasing when (i) risk passes to the Buyer of the lot following its sale: or (ii) for unsold 8. Reserves (b) Without prejudice to Condition 4(a) above, but subject to Condition 4(c) below, any lots when the lot is released to the Seller. claim against any Sotheby's Company by the (a) Unless otherwise agreed in writing, the (b) If any loss a damage should occur to Reserve fa the lot will be equal to the low pre- Sella, including under Condition 3. is limited the lot during the period identified in sale estimate for the lot as set forth in Clause 2 of to an amount equal to the Net Sale Proceeds paragraph (a) above. Sothebys liability to the Agreement. unless otherwise agreed in with regard to the relevant Ia. Subject to compensate the Seller in respect of that loss writing between the Seller and Sotheby's prior to Condition 4(c). no Sotheby's Company. officer or employee shall under any circumstances be shall be limited to the amount set out in Clause the auction. 5 of the Consignment Agreement between liable fa any consequential loss. (b) No Reserve may exceed the la's final Sotheby's and the Seller dated I May 2017 in respect of the item (the "Agreement"). If in low pre- sale estimate announced or published (c) Nothing in these Conditions shall exclude by Sothebys and agreed by the Seller. In the Sotheby's reasonable opinion the loss or damage or limit any Sotheby's Company's liability to event of exchange rate fluctuations affecting a to the lot results in a depreciation in value of the Seller in respect of any fraudulent non-sterling Reserve and Sotheby's being less than 50%. Sotheby's will pay the Seller the misrepresentation made by it a in respect of unable to agree a revised Reserve with the amount of depreciation and the lot will be death or personal injury caused by its negligent Seller. the sterling Reserve shall be offered for sale or. at the Seller's request. acts or omissions. calculated at the closing exchange rate returned to them. If the Seller disagrees with Sotheby's opinion as to the amount of loss a available on the business day immediately S. Withdrawal of lam preceding the auction. damage a the level of depreciation. Sotheby's will solicit an appraisal from an independent (a) If the Seller withdraws any la from the (c) Sotheby's shall in no circumstances be expert recognized in the relevant field whose sale after its written agreement with Sotheby's liable if bids arc not remised at the level of selection you approve, such approval not to he to sell such Ice. the Seller will be liable to pay the Reserve. but shall be entitled in its unreasonably withheld. The Seller and Sotheby's to Sotheby's a withdrawal fee calculated in discretion to sell the lot below the Reserve agree that such appraisal will be the final accordance with Condition 5(d) below. and pay the Seller the sale proceeds which detemtination. the Seller would have received (including (b) Sotheby's may withdraw a la from sale Your Share of Buyer's Premium as defined in without any liability if: (I) Sotheby's reasonably (e) Sotheby's will not he liable for any lass a damage caused to frames or to glass covering Clause 3 of the Agreement) if the lot had sold believes that there is doubt as to the la's at the Reserve. prints, paintings or other wort, for loss a authenticity or attribution: a (II) any of the damage occurring in the cause of any process Seller's representations a warranties is false: 9. Photographs and illustrations undertaken by independent contractors or employed with the Seller's prim. written Oh the Seller breaches any material The Seller has confirmed to Sotheby's that it consent (including restoration. framing a provisions of the Conditions of Business in any does not own the copyright in the item. The cleaning), or fa loss or damage which is caused material respect: or (iv) the lot requires but Seller has no objection to Sotheby's directly a indirectly or results from (I) changes lacks the appropriate CITES licenses or sale photographing, illustrating or otherwise in humidity a temperature unless caused by exemption: or (v) the lot suffers from loss or producing images of the item consigned to it Sotheby's gross negligence or willful damage so that it is not in the state in which it for sale. provided. however. that Sotheby's shall misconduct: (1) normal wear and tear, gradual was when Sotheby's agreed to sell it: or (VI) the be solely responsible for defending any such use deterioration a inherent vice or defect relevant auction is postponed for more than of an illustration or photograph as well as for (including w•oodwan): or IIII) war, nuclear thirty (30) days for any reason: or (MI) any costs or judgments resulting from such use. fission or radioactive contamination. chemical, Sotheby's determines in its reasonable discretion Sotheby's shall have copyright in all images biochemical a electro-magneric weapons. a that the sale of such la may be detrimental to created by it of any item and shall have the any act or acts of terrorism (clause (iii) Sotheby's reputation and/or brand. tight to use such images in whatever way it conditions as defined and applied by Sotheby's deems appropriate. both before and after the insurers). (c) If Sotheby's becomes aware of an actual auction. or potential claim a lien in respect of a lot 7. Insurance by the Seller consigned by the Seller, it shall not release the I0. Bidding at the sale lot to the Seller until Sotheby's is satisfied that (a) The Seller must agree with Sotheby's in the issue has been resolved in favour of the The Seller may not bid or instruct or permit writing if it does not wish Sotheby's to accept Seller. any other person to bid on its behalf for its liability for loss or damage to any item delivered EFTA00802943 Sul le rs own properly. If the Seller breaches this the Seller will return to Sotheby's all Net Sale a fee to any third party introducing clients or prohibition. Sotheby's may treat the Seller as Proceeds previously paid to the Seller in property to it. bound as Seller and as Buyer but without the connection with the lot. The Seller shall benefit of Sotheby's Authenticity Guarantee or indemnify Sotheby's for all reasonable legal and 19. General the Reserve, and may in its reasonable associated costs and expenses incurred in discretion disregard and cancel any bids made connection with any enforcement action taken (a) Notices to Sotheby% should be in by the Seller and/or pursue other remedies. by Sotheby's against the Seller in connection writing and addressed to the department in with the rescinded sale in addition to any charge of the sale. quoting the reference II. Payment to be made by the Seller to damages to which Sotheby's may be entitled. number specified at the beginning of the sale Sotheby's Following receipt of such funds. Sotheby% shall catalogue. Notices to The Haze Trust shall be return the lot to the Seller. but Sotheby's shall addressed to the address as set forth in the The Seller authorises Sotheby's to charge the remain entitled to the Net Sale Proceeds of the Agreement with a copy to Darren K. Buyer and main the Buyer's Premium less lot if. for reasons beyond its control (including Indyke. Esq.. Darren K. Indyke PLLC. Your Share of Buyer's Premium las defined in the acts of third parties). Sotheby's is not 575 Lexington Avenue. 41k Floor. New Clause 3 of the Agreement) which shall be paid reasonably able to return the lot to the Seller. York. New York 10022. to the Seller. I& Post-auction sales (b) Should any provision of these Conditions 12. Payment of Net Sale Proceeds to the Seller of Business he held unenforceable for any If any la fails to sell at auction. Sotheby's reason. the remaining provisions shall remain (a) A sale contract is made directly between shall be entitled for a period of forty (40) days in full force and effect the Buyer and the Seller. Sotheby's sole following the auction to sell the lot on the terms obligation in relation to the Net Sale Proceeds of these Conditions of Business. Any post- It) These Conditions of Business are not shall he a contractual duty once appropriate auction sale shall only he concluded for a price assignable by the Seller without Sotheby's prior seller's identification has been received that will result in a payment to the Seller of written consent. but are binding on the Seller's (otherwise than where it reasonably believes not less than the Net Sale Proceeds (including successors, assigns and representatives. No act. there may be grounds to rescind the sale) to Your Shore of the Buyer's Premium as defined in omission or delay by Sotheby's shall be deemed send to the Seller the Net Sale Proceeds in Clause 3 of the Agreement) fa such lot had it a waiver or release of any of its rights. Sterling received from the Buyer in cleared been sold at the Reserve. Any reference in the funds. less any other amount the Seller owes Conditions of Business to the date of the (d) The Contracts (Rights of Third Parties) Sotheby's or any Sotheby's Company. thirty auction shall be treated as being a reference to Act 1999 is excluded by these Conditions of five days after the sale, or within five working the date of the post-auction sale. Business and shall not apply to any contract days of receipt of funds in full by Sotheby's made pursuant to them. (if later). Ili. Unsold or uncollected lots (e) The materials listed in the introduction to 13. Non Payment by the Buyer (a) Sotheby's will send the Seller a notice if these Conditions of Business set out the entire any la fails to sell at auction or privately agreement and understanding between the (a) Sotheby's is under no obligation to pursuant to Condition 15 above. Unsold las parties with respect to the subject matter investigate the ability of Bidders to pay for may either be consigned to Sotheby's for re-sale hereof. It is agreed that, save in respect of lots or to enforce payment by any Buyer. or. alternatively. collected by the Seller. . liability for fraudulent misrepresentation. no party has entered into any contract pursuant to (b) If the Seller fails either to reconsign or these terms in reliance on any representation. (b) Sotheby's has absolute discretion whether collect the lot within sixty (60) days of the warranty or undertaking which is not expressly to take and enforce any of the remedies set out auction. Sotheby's shalL in its sole discretion, he referred to in such materials. in Condition 8 of the Conditions of Business for entitled to store the let at an independent Buyers, including the right to cancel the sale storage facility at the Seller's risk and expense. 20. Data Protection and return the property to the Seller. Sotheby's will take reasonable steps to inform the Seller (c) In the event property has teen deposited of any action being taken against the Buyer with Sodtebys for more than one year and the Sotheby's will use information provided by its and shall give consideration to any views which owner has neither collected it nor consigned clients (or which Sotheby's otherwise obtains the Seller may express in connection therewith. for sale. Sotheby's shall be entitled to sell relating to its clients) for the provision of auction and other art-related services, loan and such property at auction (at Sotheby's or elsewhere) after sixty (60) day? notice of such insurance services, client administration and (c) If Sotheby's charges the Buyer interest sale to the owner's address with a copy of such otherwise to manage and operate its business. for late payment in accordance with Condition notice to the Seller's lawyer at the address set or as required by law. This will include 8 of the Conditions of Business for Buyers. it may retain 50% of such interest for its own forth in Condition 19 below, with estimates and information such as the client's name and account and shall pay the remaining 50% to the reserves at Sotheby's discretion. contact details. proof of identity. financial information, records of the client's transactions. Seller. and preferences. Some gathering of (d) Any re-sale of unsold lots or sale of information about Sotheby's clients will take (dl If the Buyer fails to pay the Purchase uncollected lots shall be conducted under the Conditions of Business applicable to the place using technical means to identify their Price but Sotheby's agrees to remit to the Seller relevant auction, save only that, as between the preferences in order to provide a higher quality an amount equal to the Net Sale Proceeds of service to them. Sotheby's may also disclose (including Your Share of Buyer's Premium as Seller and Sotheby's. these Conditions of the client information to other Sotheby's defined in Clause 3 of the Agreement). Business shall continue to apply and shall Companies and/or third parties acting on their ownership of the relevant lot shall pass to prevail in the event of any conflict. The behalf to provide services for the purposes listed Sotheby's upon the Selkr's receipt of the above proceeds of such sale less all costs incurred by Sotheby's will be forfeited unless collected by above. amount in fulL which shall have the benefit of all of the Seller's representations. warranties the Seller within two years of the sale. and indemnities set out in these Conditions of If the client provides Sotheby's with information that is defined by European data Business. 17. sdn Rec imeni protection laws as "sensitive', the client agrees that it may be used for the purposes