BIDDERS’ CONDITIONS OF BUSINESS
1. Introduction.
1.1. Please ensure that you read and understand these Bidders’ Conditions of Business (“Conditions of Business”) prior to bidding on a motor car or any other lot (“Lot(s)”) at this or any other RM Auctions, Inc. (“RMA”) or RM Sotheby’s (“RMS”) auction (RMA and RMS together are “RM”). Even though the RM Conditions of Business are generally standardized, there are unique jurisdictional requirements and terms that may not apply to every auction, and it is each bidder in the auction (“Bidder(’s)”) responsibility to understand and review these Conditions of Business as they apply. By agreeing to these Conditions of Business, you are agreeing to be bound by these Conditions of Business for both RMS and RMA auctions. Please note that the Conditions of Business are subject to change from time to time and it will be posted on RM’s website and catalogue, as the case may be. It is each Bidder’s responsibility to apprise themselves of the Conditions of Business for each auction in which the Bidder wishes to participate. Bidders are encouraged to contact RM’s Client Service department at clientservices@rmsothebys.com with any questions or concerns regarding these Conditions of Business.
1.2. RM’s contractual relationship with the Bidders are governed by:
1.2.1. These Conditions of Business;
1.2.2. The Conditions of Business displayed on RM’s website;
1.2.3. The Key to Lot Symbols and/or Legend referenced in the auction catalogue and/or Lot description on www.rmsothebys.com (“Website”) as the case may be; and
1.2.4. In each case as amended by any notice, auctioneer’s announcement at the auction, or website update.
(Clauses 1.2. to 1.2.4. together are “Contractual Obligations”)
1.3. As auctioneer, RM acts as the agent for the relevant consignor of the Lot(s) (“Consignor”), and a sale contract is made directly between the Consignor and the winning Bidder (the “Buyer”).
1.3.1. Occasionally, RM may own a Lot(s) (and, in such circumstances, acts in a principal capacity as the seller) and/or may have a legal, beneficial, or financial interest in a Lot(s) as a secured creditor or otherwise, in which case RM will disclose such interest with appropriate Symbols and/or Legend referenced in the auction catalogue and/or auction lot description on the Website.
2. Bidder Due Diligence Responsibilities. The Bidder is responsible for any and all due diligence including but not limited to inspections and verification of the (i) condition, (ii) authenticity, (iii) completeness, (iv) statements made in reference to, and (v) any and all other matters regarding any Lot(s) offered in an RM sale (“Bidder Due Diligence”).
3. All Sales Are “As Is” and “Where Is.” No warranties or representations of any type whatsoever are made by RM or any Consignor to the Bidder regarding any Lot(s) offered in an RM sale. Lot(s) descriptions, statements in online content, pre-mailers, advertisements, brochures, signs, and window cards, as well as verbal statements made by Consignors, auctioneers or auction staff, are based on statements and historical files, if any, collected from the Consignor and other third-party sources, and RM has no obligation to verify or authenticate any such statements. All Lot(s) are sold as is, where is, with no representations or warranties, expressed or implied. THE CONSIGNORS AND RM DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED, AS TO CONDITION, ORIGINALITY, OR AUTHENTICITY; ORIGIN OR PROVENANCE; PREVIOUS USE OR OWNERSHIP; MANUFACTURING OR RESTORATION PROCESSES; YEAR OR AGE; SERIAL NUMBER, MAKE, OR MODEL; OPTIONS AND TOOLS; ENGINE HOURS; AND MILEAGE OF ANY LOT(S) OR COMPONENT OF ANY LOT(S), AND THEY SPECIFICALLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
4. Services. RM may provide auction services including clerks, support staff, event advertising, and promotion. In connection with the auction, RM will have absolute discretion with regard to the Lot(s) or any RM auction as to (a) consulting any expert either before or after the sale, (b) researching provenance, (c) grouping and providing descriptions as may be appropriate, (d) marketing and promotion of the sale, and (e) any other services required to conduct the sale.
5. Bidding at the Auction.
5.1. The auction will begin on the date notified to you when you register for the relevant auction and will follow a timed-auction format. Auction Lots are expected to close approximately 1 week after the date on which they begin. The exact closing date will be notified to you in respect of each auction.
5.2. To bid at the auction, a Bidder must satisfy any and all RM bidder registration requirements which include, but are not limited to (i) being at least 18 years of age; (ii) providing RM with a copy of a valid form of government-issued identification; (iii) providing RM with bank letter written on bank letterhead; RM may waive this requirement at its sole discretion; (iv) providing RM with a copy of a credit card; and (v) providing RM with copies of any and all required financial documents including, but not limited to, financial references, guarantees, deposits, and/or such other security, at RM’s absolute discretion, as security for any bid (together “Bidder Registration Requirements”).
5.3. Please note that even if a Bidder has satisfied and/or met some or all of the Bidder Registration Requirements for previous RM auctions, all Bidders will be required to satisfy and/or meet the Bidder Registration Requirements for the auction specifically prior to being accepted to bid.
5.4. If the Bidder does not satisfy and/or meet the Bidder Registration Requirements, RM, at its sole discretion, may not allow the Bidder to register to bid at the auction.
5.5. Once you have satisfied the Bidder Registration Requirements, you will be able to place bids against Lot(s) at the auction. To place a bid the Bidder must follow the instructions and processes on the auction platform.
5.6. Once made, no Bidder may retract a bid made during the auction for any reason.
5.7. If a bid placed by another bidder exceeds your bid, you will be notified via the email address you provided during registration, and the webpage of the Lot(s) will indicate you have been outbid.
5.8. If a bid is placed within the final two minutes of the bid acceptance period for an individual Lot, the auction period for that individual Lot will be extended by an additional two minutes to prevent a Bidder from trying to place a high bid in the final moments of the auction for that individual Lot.
5.9. There is no “cooling-off period”, cancellation, or rescission of bids.
5.10. If at the end of the auction, you are awarded the final bid on a Lot, ownership automatically changes hands at the close of the Lot ("Close of Lot”). At the Close of Lot, you are now the legal owner of the applicable Lot(s) and are responsible for payment in full.
5.10.1. To clarify, the term “Close of Lot” shall be defined as the time that the time-based auction expires.
5.11. The Bidder is responsible for all risk of loss or damage and insurance immediately upon purchase of the Lot(s).
5.12. RM reserves the right to reject any bid. The highest Bidder acknowledged by the auctioneer will be the Buyer. The auctioneer has absolute and sole discretion in the case of error or dispute with respect to bidding and, the auctioneer and RM have absolute and sole discretion, whether during or after the sale, to determine the successful Bidder, to re-open the bidding, to cancel the sale, or to re-offer and re-sell the Lot(s) in dispute. If any dispute arises after the sale, RM’s sale record is conclusive. RM is not responsible for any errors or omissions in connection with the calling, displaying, accepting, or rejecting of bids.
5.13. By participating in the auction, the Bidder represents and warrants that any bid placed by them, or on their behalf, is not the product of any collusive or other anti-competitive agreement and is otherwise consistent with applicable competition law.
5.14. If a Bidder would like an RM representative to bid on their behalf, they need to complete the corresponding RM Car Specialist as Agent Form attached as Attachment #1 to these Conditions of Business.
5.15. For further details on requirements to bid, please contact a client services representative at clientservices@rmsothebys.com.
6. Purchase Price. The purchase price shall consist of the following:
6.1. the Hammer Price (defined below) of the Lot(s), and
6.2. the applicable Buyers’ Premium (defined below).
(Clauses 6 to 6.2 together are “Purchase Price”)
7. Buyers’ Premium. In addition to the Hammer Price, the Buyer is required to pay RM 20% of the Hammer Price, which RM retains as the Buyers’ Premium for the purchase of each Lot(s) (“Buyers’ Premium”).
8. Taxes.
8.1. The Buyer is responsible to pay all applicable sales taxes, and any and all other taxes due for which the Buyer does not qualify as exempt, subject to RM verification; proof of exemption is the Buyer’s responsibility. The Buyer is also responsible for any applicable duty, import tariffs, VATs, charges, or any and all other required payments that are due upon the import of the Lot(s) to its final destination.
8.2. Although by no means an exhaustive list, please be aware of the tax scenarios below.
8.2.1. If the Buyer of a Lot(s) resides in an American state in which RM is registered to collect/remit sales tax, RM is required to collect/remit sales tax on the purchase of that Lot(s). RM is registered to collect/remit sales tax in the following states: Arizona, California, Florida, Indiana, Michigan, New York, and Pennsylvania. RM reserves the right to collect/remit sales tax from residents from other jurisdictions if RM deems in its sole discretion the collection/remittance of tax necessary.
8.2.2. If the Buyer of a Lot(s) resides in the EU, according to the EU VAT Directive, motor cars that have been in use for no more than 6 months or that have been driven for no more than 6,000 kilometers are considered new means of transport and will be subject to VAT. Payment of VAT is the responsibility of the Buyer. Where applicable, RM may take a deposit from the Buyer equal to the amount of VAT due, which will be refunded upon receiving satisfactory evidence that the motor car has been transported to and registered in another EU country.
9. No Legal or Tax Advice. This agreement is an important legal document. The Bidder acknowledges that the Bidder has had the opportunity to consult an attorney before accepting this agreement and has entered into this agreement after having the opportunity to consult with an attorney of their own choosing. Notwithstanding any references to any transactions or arrangements in this agreement, or any contemporaneous written, oral, or implied understandings of the parties relating to the subject matter of this agreement, RM has not provided legal or tax advice or tax planning services to the Bidder or for the Bidder’s benefit in connection with the transactions contemplated by this agreement, and no one at RM has acted as the Bidder’s attorney or tax advisor. As a condition of bidding at the auction, it is the Bidder’s responsibility to satisfy themselves and comply with all applicable tax, duty, or any and all other payments associated with the purchase of a Lot(s) at the auction. A further condition of bidding at the auction is that the Bidder holds RM harmless from any and all tax or regulatory issues that arise due to Tax and Ownership Information (defined below) that RM provides.
9.1. In order to assist Bidders with this process, RM may provide information about the tax status of each Lot(s), as well as any ownership or registration papers that will be supplied with the respective Lot(s) (“Tax and Ownership Information”); however, this information is being provided merely to assist Bidders in their determination of their own tax and regulatory responsibilities.
10. Credit Card Hold. Please note that in order to register to bid at an RM sale, RM requires a hold of €2,000.00 to be placed on the Bidder’s credit card from the date of registration until the close of the auction (“CC Hold”). If the Bidder is not the Buyer of the Lot(s), the CC Hold will be removed from the credit card in accordance with the Bidder’s specific credit card companies’ procedures. If the Bidder is the Buyer of the Lot(s), the Bidder will be required to make payment to RM in accordance with clause 11 of these Conditions of Business.
11. Payment.
11.1. Subject to fulfillment of the Contractual Obligations, at the Close of Lot, the contract between the Consignor and the Bidder is concluded and irrevocable.
11.2. The value of the last accepted bid upon the Close of Lot is the Hammer Price (“Hammer Price”).
11.3. Payment is due in full on or before 5:00 p.m. EST of the next business day (“Payment Deadline”), and payment is to be made to RM.
11.4. For any purchases under €5,000.00, the Bidder acknowledges and agrees that his/her credit card against which the CC Hold has been taken will automatically be used as the payment method for the Hammer Price of the Lot(s) and applicable Buyers’ Premium. Special payment arrangements can be made for multiple Lot purchases, which the Bidder is welcome to discuss with an RM representative upon completion of the auction.
11.5. For final purchases exceeding €5,000.00, all payments must be in the form of wire transfer unless other arrangements have been approved in advance.
11.6. RM is not obligated to release the Lot(s) to the winning Bidder until the Buyer has met all of the Contractual Obligations and paid the Purchase Price plus applicable taxes.
12. Non-Payment. In the event that the Buyer does not pay any portion of the Purchase Price and applicable taxes by the Payment Deadline, the Bidder agrees to and acknowledges that RM has the sole discretion to do any one or any combination of the following:
12.1. Cancel/rescind the sale of a Lot(s). If the sale is cancelled/rescinded due to non-payment, RM will not be liable to the Bidder for any losses or damages resulting from the cancellation/rescission.
12.2. Assume the rights of the Consignor to pursue the Buyer for any amounts paid to the Consignor, whether at law, in equity, or under these Conditions of Business.
12.3. Deduct the Purchase Price plus applicable taxes from the Bidder’s cash deposit and/or charge the Purchase Price and applicable taxes to the credit card that the Bidder has provided. If the Bidder’s cash deposit and/or credit card payment does not cover the Purchase Price plus applicable taxes, in addition to other remedies available by law, RM reserves the right to impose, from the Payment Deadline until the full Purchase Price plus applicable taxes has been made by the Buyer, a late charge of (1) an interest rate of 7.25% for up to the first 60 calendar days after the Payment Deadline and (2) an interest rate of 10.0% thereafter until the full Purchase Price plus applicable taxes has been made by the Buyer on the:
12.3.1. Purchase Price and applicable taxes;
12.3.2. Applicable expenses;
12.3.3. Any collection costs, attorneys’ fees, and court costs incurred to enforce payment; and
12.3.4. Other damages reasonably related to the Bidder’s non-payment.
13. Reserves. Lot(s) not marked as “no reserve” (or similar) are subject to a reserve set by the Consignor. When a Lot(s) is sold subject to a reserve, the auctioneer may bid on the Consignor’s behalf in an amount not to exceed the amount of the reserve.
14. Cancellation/Rescission of Auction. RM will use reasonable efforts to avoid cancellation/rescission; however, RM has the sole discretion to cancel/rescind the auction and will not be liable to the Bidder for any losses or damages resulting from the cancellation/rescission, including but not limited to if RM believes the following events have occurred or have a reasonable probability of occurring:
14.1. Force Majeure events including but not limited to:
14.1.1. Any natural disaster, which despite reasonable efforts restricts RM from holding the auction; and
14.1.2. Any terrorist event, pandemic, war, as well as any “guideline” or “recommendation” by government (local, state/province, federal/national) and/or accredited health organizations (including the World Health Organization) which despite reasonable efforts restricts RM from holding the auction.
14.2. Government/court actions, orders, injunctions, regulations, laws, or non-compliance with applicable rules, regulations, or laws to hold the auction that necessitate a cancellation.
15. Cancellation/Rescission of Lot(s). RM will use reasonable efforts to avoid cancellation/rescission; however, RM has the sole discretion to cancel/rescind the sale of a Lot(s) and will not be liable to the Bidder for any losses or damages resulting from the cancellation/rescission, including but not limited to if RM believes the following events have occurred or have a reasonable probability of occurring:
15.1. RM opines that the Lot(s) has been intentionally and materially misrepresented by the Consignor;
15.2. RM opines that physical damage to the Lot(s), which cannot be sufficiently repaired prior to the auction, occurred after this agreement was formed;
15.3. RM is served with a lawsuit from a third party in relation to the Lot(s);
15.4. RM faces significant reputational damages that would cause monetary damages for selling the Lot(s);
15.5. Material issues regarding title, registration, or transfer of ownership that cannot be reasonably cured;
15.6. Material issues regarding the provenance, merchantability, or authenticity of the Lot(s) that cannot be reasonably cured;
15.7. Government/court actions, orders, injunctions, regulations, laws, or non-compliance with applicable rules, regulations, or laws to sell the Lot(s) at the auction that necessitate a cancellation; or
15.8. If there are legitimate claims, accusations, notices, or similar communications made by the Buyer in regard to their purchase of a Lot(s) not being authentic, being misrepresented, having an encumbered title or registration, having undisclosed material issue, or having a similar claim, RM has the right to retain the Buyer’s funds on account and be the arbitrator as to the merit of the Buyer’s claims and to cancel the sale of the Lot(s) and reimburse the payment to the Buyer if RM deems the Buyer’s claims to be valid.
16. Services are “As Available” and “As Is.”
16.1. Bidders may be able to bid via websites, telephone services, applications, and tools (collectively “Services”).
16.2. Although RM endeavors to keep the Services safe, secure, and functioning properly, RM cannot guarantee the continuous operation of or access to the Services or a Bidder’s ability to connect and navigate the Services. Bid update and other notification functionality may not occur in real time. Such functionality is subject to delays beyond RM’s control.
16.3. Bidders agree that they are making use of the Services at their own risk and that the Services are being provided to Bidders on an “AS AVAILABLE” and “AS IS” basis. Accordingly, to the extent permitted by applicable law, RM excludes all expressed or implied warranties, terms, and conditions, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
17. Bid Display. RM may use a bid display in the salesroom or on the online only platform for informational purposes only. The bids and currencies listed on the bid display are not real-time bids or conversions pegged to market rates and are not to be relied on by anyone. Errors and inaccuracies may occur in the operation of the bid display and currency conversion. To be clear, the bid price stated by the auctioneer or on the online only platform is the prevailing and binding bid price.
18. Title Transfer.
18.1. If the Buyer of a Lot(s) resides in an American state, in an effort to ensure all titles are free and clear of liens or encumbrances, RM manages the process of title reassignment on behalf of the Buyer. Buyers will receive titles in the mail as soon as possible following the auction with a target of a maximum of 20 business days following the auction; however, please note that for reasons beyond RM’s control, including any delays in lien releases by lien holder(s) and/or delays by the Department of Motor Vehicles (or equivalent) in certain states, there are instances where the Buyer may not receive the title within 20 business days and, in those circumstances, RM will work to provide the titles to the Buyer as soon as possible. A US$75.00 administration fee (US$85.00 in the State of California) will be assessed per motor car purchased, but this fee will not apply to nostalgia lots.
18.1.1. If a Lot(s) is rendered “Title in Transit,” it is unlikely that the Buyers will receive the title in the mail within 20 business days following the auction; however, RM will work to provide the titles to the Buyer as soon as possible.
18.1.2. The Buyer acknowledges that delays in transferring titles, including due to delays at government Motor Vehicle departments happen from time to time, and the Buyer will hold RM harmless from any allegations of damages arising out of such delays.
18.2. If the Buyer of a Lot(s) resides outside the United States, RM will use its reasonable efforts to assist with the transfer of ownership; however, it is the responsibility of the Buyer to transfer ownership in compliance with their jurisdictional rules and regulations.
19. Removal of Purchased Lot(s).
19.1. All purchased Lot(s) must be removed by the Buyer from the location in which they resided during the auction within 5 business days of the auction (“RM Removal Deadline”).
19.2. If the RM Removal Deadline is not met, the Buyer will be charged a daily storage fee of €25.00 plus VAT per Lot(s) until the Lot(s) is removed.
19.3. Please note that the Buyer is required to insure their Lot(s) while the Lot(s) is being stored on their behalf.
19.4. If the Lot(s) is not removed for one calendar year from the RM Removal Deadline and other arrangements have not been made, RM has the right to (i) auction the Lot(s), (ii) retain its standard Buyers’ Premium, Storage Fee, and other applicable expenses, and (iii) return the remaining payment to the Buyer.
20. Legal Action. Any dispute, claim, or controversy arising out of or relating to these Conditions of Business or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of these Conditions of Business to arbitrate, shall be determined by arbitration in London, United Kingdom, before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures or pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
21. Choice of Law: These Conditions of Business shall be interpreted in accordance with the laws England.
22. Packing and Shipping. RM is not responsible for the acts or omissions in our packing or shipping of purchased Lot(s) or of other carriers or packers of purchased Lot(s), whether or not recommended by RM. Packing and handling of purchased Lot(s) are at the entire risk of the Buyer.
23. Data Use. The Bidders agree to allow RM to use their personal information in accordance with RM’s Privacy Policy. RM uses your personal information to provide services specifically tailored toward your requirements and to treat you in a personal way; to fulfill your agreements regarding the consignment and purchase of items at RM auctions, the auction, and private sales; to provide you with information on upcoming sales; to carry out analysis and market research; to undertake targeted online advertising; to send status updates and service communications; to improve our websites, products, and services; to provide payment services; and for management and administrative purposes. The full Privacy Policy can be found at the bottom of the RM website homepage under the Privacy & Terms tab. If you wish to ask any questions regarding the use of your personal information, to request a full accounting of what personal information is on file with RM, or to unsubscribe to any services or purge your personal information from RM’s systems, please email privacy@rmsothebys.com.
24. Anti-Money Laundering. The Bidder agrees to provide all information and assistance reasonably requested by RM to comply with RM’s internal Anti-Money Laundering process and to comply with any and all Anti-Money Laundering Laws and Regulations in force in the jurisdiction in which the auction is held.
25. Entire Agreement. This document shall be binding upon the parties and their respective heirs, personal representatives, and assigns. Except as otherwise expressly provided herein, these Conditions of Business shall not be modified, except in writing. Whenever used in these Conditions of Business, as the contract requires, the singular number shall include the plural, the plural number shall include the singular, the masculine gender shall include the feminine and neuter, the feminine gender shall include the masculine and neuter, and the neuter gender shall include the masculine and feminine.
26. Translations.
26.1. If there is a discrepancy, contradiction, or question of interpretation regarding enforceability between the English version of the Conditions of Business and a version of the Conditions of Business produced in a language other than English, the English version of RM’s Conditions of Business will supersede.
26.2. If there is a discrepancy, contradiction, or question of interpretation in a description for a Lot(s), online or otherwise, between the English version of the description and a version produced in a language other than English, the English version will supersede.
27. Licenses. The auction will be produced by RM Auctions Limited of 40 Queen Anne Street, London, W1G 9EL, England (Company No. 05812660).
28. Consumer Protection Rights. If the Consignor is a Business (defined below) AND the Buyer is a consumer AND the consumer has a right of withdrawal against the Consignor on the basis of EU consumer protection laws, the Buyer has the automatic statutory right for 14 calendar days after the Close of Lot (drop of hammer) to rescind the sale of the Lot(s). Nothing in this clause 28 shall affect any Buyer(s) legal rights that shall apply against the Consignor as a result of any applicable laws.
28.1. The definition of Business for these Conditions of Business is a natural person or legal entity in the business of selling automobiles and acting for purposes relating to such business (“Business”).
28.2. RM reserves the right to make the reasonable determination as to whether a Consignor meets the definition of Business.
28.3. Bidders who exercises this right is responsible for any and all expenses associated with the Lot(s) including, but not limited to, transportation, duty, storage, insurance, and taxes.
28.4. If the Bidder exercises this right they are advised to insure the Lot(s) until the Consignor re-takes possession of the Lot(s).
ATTACHMENT #1 TO BIDDERS’ CONDITIONS OF BUSINESS
RM CAR SPECIALIST AS AGENT FORM
The Bidder may choose to have an RM Auctions, Inc. (“RMA”) or RM Sotheby’s (“RMS”) (RMA and RMS together “RM”) Car Specialist place a bid on a Lot(s) on their behalf during the Once in a Millennium auction (“Auction”). In order for a RM Car Specialist to bid on the Bidder’s behalf, the Bidder must (i) provide the following information, (ii) select and initial beside a bidding option as outlined below, and (iii) sign their name at the bottom of this form:
ONCE IN A MILLENNIUM AUCTION
Client Name:
Lot Number:
Bidding Options: I acknowledge and agree that an RM Car Specialist may bid on my behalf on the above referenced lot number at the Auction in accordance with the following selected option:
A. Up to €______________________________ Hammer Price (as outlined and defined in the Auction Bidders’ Conditions of Business).
**Please note that the applicable Buyers’ Premium will apply.
_____________
Bidders’ Initials
OR
B. As Instructed.
**Please note that the applicable Buyers’ Premium will apply.
**Please note that if this Option is chosen, the Bidder will be required to provide the RM Car Specialist with their bidding instructions either via email or text message. Verbal bidding instructions will not be accepted.
_____________
Bidders’ Initials
If any dispute arises after the sale wherein an RM Car Specialist bid on behalf of a Bidder during the Auction, the Bidder acknowledges that RM will not be held responsible for any errors or omissions in connection with the calling/displaying/accepting of bids.
________________________________
Date
____________________________________
Signature of Bidder
