CONDITIONS OF BUSINESS
GENERAL
The following conditions of business (“Conditions”) apply to all sales by RM at auction or to any retail sale to the exclusion of any other terms that the Buyer, the Seller, or any bidder seek to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.
The Conditions are subject to amendment by RM by the posting of notices or by oral announcement made by the Auctioneer prior to or during the sale, provided it is reasonable for it to do so.
1. DEFINITIONS
In these Conditions:
1.1 “Auction” means the auction sale in respect of which a Lot is consigned for sale.
1.2 “Auctioneer” means the representative of RM who will conduct the Auction.
1.3 “Buyer” means the person to whom a Lot is knocked down by the Auctioneer.
1.4 “Buyer’s Premium” shall have the meaning given in Condition 10.1 of the Buyer’s Conditions of Business.
1.5 “Catalogue” includes any advertisement, brochure, estimate, price list, or other publication relating to one or more Lots.
1.6 “Expenses” in relation to the sale of any Lot means RM’s charges and expenses including, but not limited to, insurance, storage, illustrations, auction entry fee, photography costs, cataloguing costs, special advertising, packing, and freight of that Lot and any VAT or other applicable sales tax thereon.
1.7 “Hammer Price” means the price in the currency in which the Auction is conducted at which a Lot is knocked down by the Auctioneer to the Buyer.
1.8 “Lot” means any item(s) consigned with the view to its or their sale at Auction.
1.9 “Motor Vehicle” means any item included or proposed to be included in a sale of motor vehicles.
1.10 “Purchase Price” means the Hammer Price together with the Buyer’s Premium and any VAT or other applicable sales tax thereon, Expenses, and any additional charges due.
1.11 “Reserve” means the minimum Hammer Price agreed between RM and the Seller at which a Lot may be sold.
1.12 “RM” means RM Auctions Limited (co. no. 5812660) d.b.a. RM Sotheby’s.
1.13 “Sale Proceeds” means the net amount due to the Seller being the Hammer Price less the Seller’s Commission, any VAT thereon, Expenses, and any other amount due to RM from the Seller.
1.14 “Seller” means the person who offers the Lot for sale.
1.15 “Seller’s Commission” shall have the meaning given in Condition 11.1 of the Seller’s Conditions of Business.
1.16 “VAT” means Value Added Tax applicable at the prevailing rate in the United Kingdom on the date of the Auction.
2. RM AS AGENT
Except where it is expressly stated to be selling as principal, RM sells as agent for the Seller.
3. RM’S DISCRETION
3.1 RM has the right, at its sole discretion, to refuse any bid, to divide any Lot, to combine two or more Lots, to withdraw any Lot, and, in the case of dispute, to put any lot up for Auction again.
3.2 If RM is notified about the Seller’s alleged breach of any of the Conditions before it has remitted the Sale Proceeds to the Seller, it may, at its sole discretion, withhold payment until that dispute is resolved. RM may, however, deduct any sums that are due to it from the sum held.
4. LIABILITY
4.1 Nothing in these Conditions shall limit or exclude RM, Buyer or Seller liability for death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors (as applicable), fraud or fraudulent misrepresentation, or for any matter in respect of which it would be unlawful to exclude or restrict liability.
4.2 Subject to Condition 4.1:
4.2.1 RM shall not be liable to the Buyer, the Seller, any bidder, or any other related person for any injury, damage, or loss sustained by any person while on RM’s premises (including any premises where an Auction may be conducted or where a Lot or part of a Lot may be on view from time to time);
4.2.2 RM shall not be liable to the Buyer, the Seller, any bidder, or any other related person for any damage to or the loss or destruction of a Lot;
4.2.3 RM shall not be liable to the Buyer, the Seller, any bidder, or any other related person for any injury, damage, or loss caused by any Lot;
4.2.4 RM shall, under no circumstances whatsoever, be liable to the Buyer, the Seller, any bidder, or to any other person, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with these Conditions;
4.2.5 RM’s total liability to the Buyer in respect of all losses under or in connection with these Conditions, whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall be limited to the aggregate of the Hammer Price of the relevant Lot and the Buyer’s Premium; and
4.2.6 RM’s total liability to the Seller in respect of all losses arising under or in connection with these Conditions, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the Sale Proceeds of the Lot.
5. GOVERNING LAW
5.1 These Conditions [and any dispute or claim relating to them or their subject matter, their enforceability, or their termination (including non-contractual claims)] are to be governed by and construed in accordance with English law.
5.2 The courts of England and Wales shall have jurisdiction to settle any claim, dispute, or issue whether arising out of or in connection with Conditions or otherwise (including non-contractual claims). In the case of a dispute which is the subject of a claim by RM, such jurisdiction shall be non-exclusive. In any other case, such jurisdiction shall be exclusive and the Buyer and Seller shall agree that it will not institute proceedings in the courts of any country other than England and Wales.
6. MONEY LAUNDERING
The Seller and the Buyer agree to provide all information and assistance reasonably requested by RM to enable RM to comply with the Money Laundering Regulations 2007 or any equivalent legislation in force in the country in which the Auction is located.
7. NOTICES
7.1 Any notice by RM to a Seller, Buyer or any other person under or in connection with these Conditions may be delivered by hand or sent by first-class mail or airmail and shall be deemed to have been received:
7.1.1 if hand-delivered, at the time of delivery;
7.1.2 if sent by mail, two days after the date of posting.
7.2 In proving service by delivery:
7.2.1 by hand, it shall be necessary only to produce a receipt for the notice signed by or on behalf of the addressee;
7.2.2 by post, it shall be necessary only to prove that the notice was contained in a pre-paid envelope which was duly addressed and posted first class.
THE BUYER’S CONDITIONS
8. REQUIREMENTS FOR BIDDING REGISTRATION
In order to register to bid at auction, bidders must pay a £100.00 (GBP) Bidder Registration fee. In order to register to bid at an RM sale, RM requires that all bidders provide a Bank Letter. All Bank Letters must be written on bank letterhead. In order to register to bid at an RM sale, RM requires a £2,500.00 (GBP) hold be placed on your credit card. If you fail to pay for a lot purchased on or before 5:00 p.m. of the next business day following the auction, you acknowledge that your credit card will be charged £2,500.00 (GBP) for the missed payment; please note that you are still bound to pay your remaining balance. The £2,500.00 (GBP) hold will not be charged to your credit card if you make full payment on or before 5:00 p.m. of the next business day following the auction. If you do not purchase a lot, your credit card will not be charged. If your credit card is not to be charged, the £2,500.00 (GBP) hold will fall off your credit card within three to four business days depending on your credit card company.
9. THE BUYER
9.1 The Buyer shall be the highest bidder at the Hammer Price. Any dispute as to any bid shall be settled by the Auctioneer at his absolute discretion.
9.2 Every bidder shall be deemed to act as principal unless prior to the commencement of the Auction there is a written acceptance by RM that a bidder acts as agent on behalf of the [named] principal.
9.3 No person shall be entitled to bid (whether in person, or via written, telephone, or online bids) at the Auction without first having fully completed, signed, and delivered to RM a bidder’s registration form (in a form that is acceptable to RM acting in its sole discretion), and RM must have allocated that person a registration number. However, if for any reason a bidder has not signed the Bidder’s Conditions of Business, the bidder is bound by these Conditions of Business.
9.4 Bidders are responsible for all bids made with the registration number issued to them by RM.
9.5 RM has the right, in its sole discretion, to refuse admission to its premises or attendance at any Auction to any person.
9.6 All bids submitted (whether in person, via the online bidding service, via telephone, or via written bids) are final and bidders are not permitted to amend or retract bids. If a successful bid is submitted to RM (howsoever submitted), the Buyer irrevocably agrees to conclude the contract of sale between the Buyer and the Seller in accordance with these Conditions.
9.7 Due to factors beyond the control of RM, it is possible that one or more Lots described on its website or in the Catalogue may not be present for sale. Bidders are advised to check shortly before auction time for updated information.
9.8 Bidders are responsible for making themselves aware of all saleroom notices and announcements.
10. BUYERS’ PREMIUM
10.1 In addition to the Hammer Price, the winning Bidder(s) is required to pay RM a percentage of the Hammer Price, which RM retains as the Buyers’ Premium for their purchase of each lot(s) (“Buyers’ Premium”) in accordance with the following clauses:
10.1.1 In the event of a final Hammer Price of £200,000.00 (GBP) and below on automotive lots, RM will receive a Buyers’ Premium of fifteen percent (15%) (plus VAT on the Buyers’ Premium).
10.1.2 In the event of a final Hammer Price above £200,000.00 (GBP) on automotive lots, RM will receive a Buyers’ Premium of twelve and one half percent (12.5%) (plus VAT on the Buyers’ Premium) on the Hammer Price above £200,000.00 (GBP) and receive a Buyers’ Premium of fifteen percent (15%) on the first £200,000.00 (GBP) (plus VAT on the Buyers’ Premium).
10.1.3 Buyer(s) of all non-automotive lots, including but not limited to, motorcycles, boats and memorabilia are required to pay RM a Buyers’ Premium of twenty percent (20%) on the Hammer Price of that particular lot (plus VAT on the Buyers’ Premium).
10.2 The Buyer acknowledges that RM may also receive a Seller’s Commission due to RM under Condition 11 of the Seller’s Conditions of Business.
11. PAYMENT
11.1 A contract of sale is made between the Seller and the Buyer on the acceptance of a bid by the fall of the Auctioneer’s hammer. RM is not a party to the contract of sale and has no liability for any act or default by the Seller or the Buyer.
11.2 Immediately after a Lot is sold, the Buyer shall:
11.2.1 give to RM his bidder registration number, his full name and address, and, if so requested, proof of identity if he has not already done so; and
11.2.2 pay to RM the Purchase Price unless credit terms have been agreed with RM in writing before the Auction.
11.3 Full payment for all Lots must be made to RM by 5:00 p.m. the next business day following the Auction. Payment must be made in the currency in which the Auction is conducted by wire transfer, unless other arrangements have been agreed by RM in advance. Where the Buyer wishes to pay by cheque (supported by a Bank Letter of Guarantee) and RM has agreed that the Buyer may do so, the Lot will not be released until the cheque has been cleared.
11.4 No Lot may be collected until the Purchase Price has been received by RM, and payments by a Buyer to RM may be applied by RM towards any such sums due from that Buyer to RM on any account whatsoever notwithstanding any directions to the contrary by the Buyer or his agent whether express or implied.
11.5 Title to the Lot will pass to the Buyer when the Purchase Price in cleared funds has been received by RM.
11.6 Risk in the Lot shall pass to the Buyer on the Lot being knocked down by the Auctioneer to the Buyer notwithstanding that possession will not be given and title will not pass to the Buyer until the Purchase Price has been received in cleared funds by RM. With effect from passing of risk to the Buyer in accordance with these Conditions and subject to Condition 4.1 of the Conditions of Business, the Buyer shall indemnify and keep indemnified RM against all liabilities, costs, expenses, damages, and losses suffered or incurred by RM in connection with any claim made against RM in respect of any loss or damage to the Lot or injury, loss, or damage caused by the Lot.
12. NON-PAYMENT OR FAILURE TO COLLECT
12.1 If the Purchase Price is not paid in full in accordance with these Conditions, RM, as the agent of the Seller, shall, at its absolute discretion and without prejudice to any other rights it may have, be entitled to exercise one or more of the following remedies:
12.1.1 to charge to any credit or debit card of the Buyer the Purchase Price and any interest and storage and removal costs up to the maximum limit of the credit or debit card (where applicable);
12.1.2 to charge the Buyer interest on the overdue amount at the rate of 8% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgement. The Buyer shall pay the interest together with the overdue amount;
12.1.3 to remove, store (either at RM’s premises or elsewhere), and insure the Lot at the Buyer’s expense;
12.1.4 to retain that or any Lot sold to the same Buyer at the same or any other auction and to release it only after payment of the total amount due;
12.1.5 to reject or disregard any bid or bids made by or on behalf of the Buyer at any future auction or to require payment of a deposit before any future bid made by or on behalf of that Buyer;
12.1.6 to apply any money due or to become due to the defaulting Buyer in or towards settlement of the total amount due and to exercise a charge or lien on any property of the Buyer which is in RM’s possession for any purpose.
12.2.1 to proceed against the Buyer for damages for breach of contract;
12.2.2 to cancel or declare void the sale of that or any other Lot sold to the Buyer at the same or any other auction notwithstanding the total amount due in respect of such other Lot shall have been paid;
12.2.3 to re-sell the Lot or cause it to be resold by auction or private treaty, and, if this results in a lower price being obtained, the defaulting Buyer shall then pay to RM, on demand, any deficiency, together with re-sale costs and any costs incurred in connection with the Buyer’s failure to make payment, and any surplus shall belong to the Seller.
12.4.1 to cancel or declare void the sale of the Lot;
12.4.2 to re-sell the Lot or cause it to be re-sold by auction or private treaty and to set off the total amount due in respect of that Lot against the sale proceeds and any surplus shall belong to the defaulting Buyer.
13. BUYER RESPONSIBILITIES AND ACKNOWLEDGMENTS
13.1 Buyers are solely responsible for ensuring that Motor Vehicles are safe for use, roadworthy, and comply with all relevant laws and regulations in force in all relevant jurisdictions and for ensuring that any necessary test certificates are in force. Any reference in the Catalogue or other documentation to ‘mileage’ or ‘recorded mileage’ is based upon the Motor Vehicle’s milometer reading and is not guaranteed to correspond with the actual distance covered by the Motor Vehicle. Buyers are solely responsible for satisfying themselves that the condition of the Motor Vehicle is commensurate with the milometer reading. Electrical or mechanical items are not checked prior to sale and are purchased at the Buyer’s risk. It is the Buyer’s responsibility to inspect the Lot prior to bidding and satisfy himself as to the accuracy of its description in the Catalogue and, if necessary, arrange for an inspection to be carried out by a suitably qualified independent expert with regard to checking the ownership, attribution, authenticity, date, period, provenance, restoration condition, and roadworthiness of the Lot. Any Motor Vehicle is sold as a collector item and not as a means of transport. Buyers are specifically advised that any Motor Vehicle sold as such may well have had parts replaced and paint renewed or be made up of parts from other vehicles, the condition of which may be difficult to establish. RM has to rely on information as to date, condition, and authenticity provided by Sellers and does not, and cannot, undertake its own inspection of Motor Vehicles or other Lots to establish whether the Motor Vehicle or other Lot conforms to the description in the Catalogue. It is the responsibility of the Buyer to carry out such inspection as he thinks necessary.
13.2 Buyers are solely responsible for ensuring that any Motor Vehicle purchased at Auction complies with the appropriate statute or regulation for driving, using, or transporting it and for ensuring that any necessary test certificate is in force.
13.3 The Buyer shall be responsible for obtaining any export license that may be required in connection with the Lot.
13.4 No warranty is given by RM as to the accuracy of the description of any Lot in any Catalogue or as to the age, authenticity, suitability, provenance, attribution, origin, condition, fitness for purpose, merchantable or satisfactory quality of any Lot, or roadworthiness of any Motor Vehicle. Buyers are solely responsible for verifying any documents relating to any Motor Vehicle on which they wish to bid, prior to the Auction. All warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Conditions.
13.5 In bidding for any Lot, the Buyer acknowledges that he does not rely on any representation, warranty, or promise made to him by RM, its employees, or agents unless such representation has been specifically confirmed by RM in writing prior to the Auction (statements in Catalogues do not qualify for this purpose).
14. ABSENTEE AND TELEPHONE BIDS
14.1 In relation to absentee and telephone bids, the provisions of this Condition 14 will apply in addition to the other provisions of these Conditions.
14.2 RM will use reasonable efforts to carry out written bids delivered to it prior to the sale for the convenience of bidders who are not present at the Auction in person. Bids must be placed in the currency in which the Auction is conducted. If RM receives written bids on a particular Lot for identical amounts and at the Auction these are the highest bids on the Lot, it will be sold to the person whose written bid was received and accepted first. Execution of written bids is a free service undertaken subject to other commitments at the time of the Auction and provided that RM has exercised reasonable care in the handling of written bids, the volume of goods is such that it cannot in any circumstances accept liability for failing to execute a written bid, or for any errors and omissions in connection with it.
14.3 If a prospective Buyer makes arrangements with RM prior to the commencement of the Auction, RM will use reasonable efforts to contact that person to enable him to participate in the bidding by telephone, but RM does not accept any liability for failure to do so or for errors and omissions in connection with telephone bidding. By participating in telephone bidding, bidders acknowledge that RM has the right to record all telephone calls.
14.4 RM reserves the right to refuse or revoke permission to bid via telephone or through written bids and to remove such privileges during an Auction.
15. INTERNET BIDS
15.1 In relation to Internet bids, the provisions of this Condition 15 shall apply in addition to the other provisions of these Conditions.
15.2 From time to time, RM offers an Internet (online) bidding service (“BidLive”) allowing prospective buyers to participate in its auctions and bid for Lots via the Internet. Whilst every care is taken with the delivery of this service, RM does not accept any liability for technical failures or for errors and omissions in connection with Internet bidding.
15.3 Bids other than Internet bids will be displayed on an Internet bidder’s computer screen as “Floor” bids. “Floor” bids include those bids taken from the live auction room, telephones, and absentee bidders. If an online bid and a “Floor” bid are placed simultaneously, the “Floor” bid will take precedence. In the event that there are two identical auto (absentee) bids placed, the earliest bid received will take precedence.
15.4 Live online bidding will be recorded. The record of sale, kept by RM, will be taken as absolute and final in all disputes. In the event of a discrepancy between any online records or messages provided to bidders and the record of sale kept by RM, the record of sale will govern.
15.5 A person bidding online must be 21 years of age or older.
15.6 RM reserves the right to refuse or revoke permission to bid online and to remove such privileges during an Auction.
16. CANCELLATION OF SALE
16.1 RM has the sole discretion to cancel an auction or the sale of the vehicle(s) and will not be liable to the Consignor nor the Bidder for any losses or damages resulting from the cancellation if RM believes the following events have occurred or have a reasonable probability of occurring:
16.1.1 Natural disaster;
16.1.2 Structural damage to auction venue prior to the auction;
16.1.3 Terrorist event;
16.1.4 Government/Court action, order, injunction, regulation, or law that necessitates cancellation;
16.1.5 RM opines that the vehicle(s) have been misrepresented by the Consignor or the Bidder;
16.1.6 RM opines that physical damage to the vehicle(s), which cannot be sufficiently repaired prior to the auction, occurred after the Conditions of Business are signed;
16.1.7 RM is threatened with a lawsuit from a third party;
16.1.8 RM faces reputational damages for selling the vehicle(s); or
16.1.9 RM faces liability or losses by selling the vehicle(s).
17. CURRENCY CONVERSION
At some auctions, a currency converter may be operated. Errors may occur in the operation of the currency converter. Where these arise, RM does not accept liability to bidders who follow the currency converter rather than the actual bidding in the saleroom.
18. VIDEO OR DIGITAL IMAGES
At some auctions, there may be a video or digital screen. Errors may occur in its operation and in the quality of the image. RM does not accept liability for such errors where they arise for reasons beyond its reasonable control.
19. REMOVAL OF PURCHASED LOTS
Following the auction, all lots will be removed from the site and taken to a secure storage facility that is operated by CARS Europe. Each Buyer will be charged a removal fee of £250.00 plus VAT per vehicle and £125.00 plus VAT per motorcycle and a daily storage fee of £15.00 plus VAT per lot until full payment and instructions for transportation have been received. Storage charges will begin on Thursday, 7 September 2017. Please note that the Buyer is required to insure their lot(s) whilst in storage.
20. MISCELLANEOUS
20.1 The benefit and burden of the Conditions may not be assigned by the Seller or the Buyer without the prior agreement of RM in writing.
20.2 If any Condition or any part of any Condition shall be held to be unenforceable or invalid, such unenforceability or invalidity shall not affect the enforceability and validity of the remaining Conditions or the remainder of the relevant Condition.
20.3 The headings and numbering used in the Conditions are for convenience only and shall not affect their interpretation.
20.4 Reference to the male gender shall be deemed to be a reference to male or female as appropriate.
20.5 Any concession or latitude allowed by RM shall not affect the rights of RM under or release the Seller to the Buyer from liability in respect of the Conditions.
