CONSIGNOR’S CONDITIONS OF BUSINESS
1. Introduction:
1.1. These Consignor’s Conditions of Business (the “Conditions”) outline the contractual relationship and obligations between RMS (as defined on page 1 of the Auction Consignment Agreement) and the consignor of the Lot(s) (the “Consignor”) in relation to the auction of the Consignor’s Lot(s) in an RMS auction.
1.2. Please ensure that you read and understand these Conditions prior to consigning a Lot(s).
1.3. RMS’ contractual relationship with the Consignor is governed by:
1.3.1. These Conditions; and
1.3.2. The Auction Consignment Agreement (which includes the Specific Information and Specific Conditions).
(clauses 1.3. to 1.3.2. collectively, the “Contractual Obligations”)
1.4. As auctioneer, RMS acts as an agent for the Consignor.
2. Services: RMS agrees to act as an agent for the Consignor and may provide services including a sale facility, clerks, support staff, advertising, and promotion. In connection with the auction, RMS will have absolute discretion with regard to the Lot(s) as to (a) consulting any expert either before or after the auction, (b) researching the provenance, (c) grouping and providing catalogue and other descriptions as may be appropriate, (d) marketing and promotion of the Lot(s), and (e) any other services required to conduct the auction of the Lot(s).
3. Commissions:
3.1. If the Lot(s) is sold, unless otherwise listed in the Specific Information or the Specific Conditions of the Auction Consignment Agreement, the Consignor agrees to pay RMS a Seller’s Commission as outlined below on the Hammer Price (the last accepted bid is the Hammer Price (“Hammer Price”)) of the Lot(s) (“Seller’s Commission”).
3.1.1. RMS will be entitled to receive a Seller’s Commission of 10% plus applicable taxes on all motor car lots.
3.1.2. RMS will be entitled to receive a Seller’s Commission of 20% plus applicable taxes on all non-motor car lots including, but not limited to, memorabilia, motorcycles, boats, trailers, jewelry, and clothing.
3.2. Further, the Consignor acknowledges that RMS will collect a standard Buyer’s Premium from the winning bidder (the “Buyer”) of the Lot(s) in question, based on the Hammer Price of the Lot(s). Please note that the standard Buyer’s Premium may change from time to time at the discretion of RMS if the standard Buyer’s Premium for the auction changes. To be clear, the standard Buyer’s Premium will be published as part of Bidder’s Conditions of Business in advance of the auction. For purposes of clause 20 (Withdrawn Lot(s)) of these Conditions, the Buyer’s Premium shall be 15% plus applicable taxes for motor car lots and 20% plus applicable taxes for non-motor car lots of the (a) Reserve; (b) if offered without Reserve, then the Lot’s published low estimate; or (c) if no published low estimate, then the Lot’s fair market value as determined by RMS.
4. Marketing Fee: The marketing fee is non-refundable and is not credited towards the Seller’s Commission.
5. Expenses and Fees: Expenses and fees as outlined in these Conditions include, but are not limited to, marketing fees as outlined in the Specific Information, applicable taxes, duty as outlined in clause 35 (Importation of Lot(s) from Outside of the UAE) in these Conditions, storage fees of $100.00 USD daily plus applicable taxes, Title Fees as outlined in clause 9 (Title, Registration Documents, and/or Appropriate Documents Evidencing Chain of Ownership to Lot(s)) in these Conditions, and battery replacement fees as outlined in clause 25 (Lot’s Batteries) in these Conditions (collectively, the “Expenses and Fees”). The Consignor agrees and acknowledges that the credit card provided in the Specific Information of the Auction Consignment Agreement will be charged for the applicable Expenses and Fees.
6. Proceeds to Consignor:
6.1. As used in these Conditions, a “Sale” occurs between the Consignor and the Buyer when the hammer or equivalent device or mechanism drops on the Hammer Price or when the auctioneer awards the Lot(s) to the highest bidder (“Sale”).
6.2. Following the Sale, the Buyer will remit the purchase price to a licensed escrow agent in the UAE (the “Escrow Agent”) that is designated by RMS (in its sole discretion)to be held in escrow. Once the funds are received by the Buyer, if (i) the Lot(s) is sold by RMS during the term of these Conditions and (ii) there is no claim or Dispute raised by the Buyer, then RMS will make reasonable efforts to work with the Escrow Agent to disburse the amounts due to the Consignor under these Conditions (“Proceeds”) within 21 business days after the purchase price has been received in cleared funds by the Escrow Agent from the Buyer. The Consignor undertakes to take all required actions and sign and execute all required documents as requested by RMS to perfect the appointment and engagement of the Escrow Agent.
6.3. The Consignor authorizes RMS to release the Lot(s) to the successful Buyer upon the Escrow Agent receiving full payment from the Buyer or financing terms are agreed to with RMS.
6.4. Before payment of any money due to the Consignor is to be made, the Consignor agrees to provide RMS with the documents necessary to transfer the Ownership of the Lot(s) to the Buyer. Thereafter, the Consignor agrees to provide any cooperation that RMS, in its sole discretion, deems necessary to transfer such Ownership, Title, vehicle certificate, or registration of the Lot(s) to the Buyer. Consignor also undertakes to sign, execute and deliver a notarised power of attorney in the form prescribed in the Auction Consignment Agreement (the “Power of Attorney”) authorising one or more individuals (as designated by RMS) to transfer such Ownership, Title, vehicle certificate, or registration of the Lot(s) to the Buyer.
6.5. If RMS in its sole discretion has reason to believe or is notified of the (i) Consignor’s breach of the Contractual Obligations, (ii) alleged breach of the Contractual Obligations, (iii) Consignor’s actions could potentially cause RMS liability, and/or (iv) Buyer raises concerns regarding the Lot(s) originality, character, features, condition, correctness, authenticity, or history or description (collectively, the “Dispute”), RMS, at its sole discretion, shall be entitled to instruct the Escrow Agent to withhold payment to the Consignor until the Dispute has been resolved; further, RMS, at its sole discretion, shall be entitled to instruct the Escrow Agent to deduct any sums that are due to it from the sum held.
7. Reserve:
7.1. The Reserve noted in the Specific Information of the Auction Consignment Agreement is the lowest bid acceptable to the Consignor. If there is no Reserve, indicate clearly by writing “N/A”, “NONE”, or otherwise striking through in the space provided in the Specific Information of the Auction Consignment Agreement.
7.2. The Reserve may be lowered at any time by the Consignor, either verbally or in writing, but it may not be raised.
7.3. If the Lot(s) are sold at the Reserve, the Consignor’s Proceeds are the Reserve less (i) applicable Expenses and Fees and (ii) applicable Seller’s Commission as agreed to in the Auction Consignment Agreement.
7.4. RMS has the right to sell a Lot(s) at a price below the agreed verbal or written Reserve, provided that the Consignor receives the same net Proceeds under clause 7.3 as the Consignor would have received had the Reserve been met.
7.5. When a Lot(s) is sold subject to a Reserve, the auctioneer may bid on the Consignor’s behalf up to and including an amount not to exceed the amount of the Reserve.
7.6. If RMS contributes to the Hammer Price to meet a Reserve, the Reserve for the respective Lot(s) becomes the Hammer Price plus RMS’ contribution for purposes of commissions.
8. Exclusivity:
8.1. The Consignor grants to RMS the exclusive right and authority to advertise and sell the Lot(s) for a period beginning with the date of these Conditions and ending 90 business days following the auction.
8.2. If the Lot(s) is sold by the Consignor to another party during the exclusivity period of the Auction Consignment Agreement and, RMS has not agreed otherwise in writing, the Lot(s) will then be considered “withdrawn” from the auction by the Consignor, and the Consignor agrees to abide by clause 20 (Withdrawn Lot(s)) of these Conditions.
8.3. If the Lot(s) does not sell at the auction, the Consignor grants RMS the authority for up to 90 business days after the auction to (a) list the Lot(s) for Sale on RMS’ Private Sales website, (b) advertise, in other media at RMS’ discretion, the Lot(s) for Sale, and (c) if there was a Reserve agreed to between the parties, unilaterally sell the Lot(s) for an amount equal to or greater than the Reserve.
9. Title, Registration Documents, and/or Appropriate Documents Evidencing Chain of Ownership to Lot(s):
9.1. It is the absolute requirement of the Consignor that they provide any and all titles, registration documents, vehicle certificates, or appropriate documents evidencing the Consignor’s ownership and/or government registrations (“Titles”) to the Lot(s) to RMS prior to the auction of the Lot(s).
9.2. The Consignor warrants that the Consignor is the sole owner of the Lot(s), and that the Consignor has full right and authority to sell the Lot(s) (“Ownership”).
9.3. The Consignor agrees to provide RMS with a good, clear, and transferable Title to the Lot(s) in advance of the auction.
9.3.1. If for whatever reason RMS is forced to correct any Title defect, the Consignor agrees to first pay RMS a minimum fee of $500.00 USD and, if the Title defect costs more than $500.00 USD to correct, the Consignor agrees to pay for any and all additional reasonable expenses related to correcting such defect (“Title Fees”). The Consignor undertakes to take all required actions and sign and execute all required documents in order to correct any Title defect.
9.4. THE CONSIGNOR WILL INDEMNIFY, DEFEND (WITH RMS’ SOLE CHOICE OF COUNSEL), AND HOLD RMS AND ITS AFFILIATES HARMLESS FROM ANY CLAIMS, DEMANDS, LOSSES, EXPENSES, DAMAGES, COSTS, ACTIONS, AND LIABILITIES, INCLUDING WITHOUT LIMITATION TO COURT COSTS AND ATTORNEY FEES, OF WHATEVER KIND OR NATURE THAT MAY OR MAY NOT OCCUR, WHETHER KNOWN OR UNKNOWN, ON THE ACCOUNT OF OR ARISING OUT OF ALL MATTERS RELATED TO THE OWNERSHIP AND TITLES.
9.5. Please note that prior to being consigned to an auction in the UAE, each Lot(s) must have documentation from the competent transport authority which issued its vehicle certificate noting that the Lot(s) is not subject to any encumbrance, restriction or traffic fine.
9.6. In order to facilitate the transfer of Title of a Lot(s) sold at an auction held in the UAE, the Consignor or their agent must appear in person at a Road Transport Authority (RTA) office in the UAE to transfer the title the new Buyer. During this process, a new vehicle certificate will be issued with the Buyer listed as the new owner of the Lot(s).
10. Non-Payment by Buyer:
10.1. In the event of non-payment by the Buyer in the manner prescribed in clause 6.2, RMS will endeavor to use reasonable efforts to enforce payment from the Buyer; however, RMS shall not be liable to the Consignor for payment. If the Buyer does not pay RMS, then at RMS’ sole discretion, RMS may cancel the Sale and return the Lot(s) to the Consignor, enforce payment by the Buyer, or take other actions permitted by law. Notwithstanding the preceding sentences, if RMS has paid any portion of the purchase price to the Consignor, but the purchase price has not been collected from the Buyer of the Lot(s), the Consignor hereby agrees, simultaneously with such payment, to assign to RMS any and all rights that the Consignor may have against such Buyers to the extent of such payment, whether at law, in equity, or under the Contractual Obligations. The Consignor agrees to execute any documents reasonably necessary to evidence this assignment, including with respect to the Consignor’s written statements (in any and all mediums) made, warranties and indemnities as set forth in these Conditions. The Consignor authorizes RMS, at RMS’ sole discretion, to impose on any Buyer, and retain for RMS’ account, a late charge if payment is not made in accordance with the Contractual Obligations.
10.2. In the event of a non-payment, the Consignor will INDEMNIFY, DEFEND (WITH RMS’ SOLE CHOICE OF COUNSEL), AND HOLD RMS AND ITS AFFILIATES HARMLESS FROM ANY CLAIMS, DEMANDS, LOSSES, EXPENSES, DAMAGES, COSTS, ACTIONS, AND LIABILITIES, INCLUDING WITHOUT LIMITATION TO COURT COSTS AND ATTORNEYS’ FEES, OF WHATEVER KIND OR NATURE THAT MAY OR MAY NOT OCCUR, WHETHER KNOWN OR UNKNOWN, ON THE ACCOUNT OF, ARISING OUT OF, OR RELATED TO THE LOT(S), THE NON-PAYMENT, OR RMS ACTIONS TAKEN IN ACCORDANCE WITH CLAUSE 10.1.
11. Lot(s) Description:
11.1. The Consignor will provide applicable information as outlined in the Lot(s) Description Requirements attached to the Auction Consignment Agreement.
11.2. The Consignor is required to review and approve any and all descriptions within 48 hours of receiving the description from RMS.
11.3. If, for whatever reason, RMS has not received an approval of the Lot(s) description from the Consignor at least 3 business days prior to the auction, RMS reserves the right to deem such description approved by the Consignor or cancel the Sale of the Lot(s) outlined in clause 16 (Cancellation/Rescission of Lot(s)).
11.4. If RMS cancels the Sale of the Lot(s) due to the obligations in clause 11.2 not being fulfilled, the Consignor will:
11.4.1. pay RMS any and all Expenses and Fees incurred by RMS assigned to the Lot(s); and
11.4.2. will be responsible to pay RMS a 10% commission plus applicable taxes on the Lot(s) (a) Reserve; or (b) if offered without Reserve, then the Lot’s published low estimate; or (c) if no Reserve and no published low estimate, then the Lot’s fair market value as determined by RMS.
11.5. The Consignor agrees to accept sole responsibility and liability for any oral or written statements (in any and all mediums) made by RMS that accurately repeat the information supplied by the Consignor as to the originality, character, features, condition, correctness, authenticity, or history of the Lot(s), and the Consignor will INDEMNIFY, DEFEND (WITH RMS’ SOLE CHOICE OF COUNSEL), AND HOLD RMS AND ITS AFFILIATES HARMLESS FROM ANY CLAIMS, DEMANDS, LOSSES, EXPENSES, DAMAGES, COSTS, ACTIONS, AND LIABILITIES, INCLUDING WITHOUT LIMITATION TO COURT COSTS AND ATTORNEYS’ FEES, OF WHATEVER KIND OR NATURE THAT MAY OR MAY NOT OCCUR, WHETHER KNOWN OR UNKNOWN, ON THE ACCOUNT OF, ARISING OUT OF, OR RELATED TO THE LOT(S), THE LOT(S) DESCRIPTION, OR RMS’ OFFERING, AUCTION, OR SALE OF THE LOT(S).
12. Lot(s) Operation:
12.1. The Consignor warrants that the Lot(s) is in a safe, operable condition to be driven or moved by RMS’ employees or representatives. The Consignor acknowledges that, should RMS, at RMS’ sole discretion, determine that the Lot(s) is not safe to operate or move, RMS may rescind the consignment of the Lot(s) from the auction.
12.2. The Consignor authorizes RMS to perform minor work on the Lot(s) to facilitate the Lot(s) starting and driving or being presentable for Sale. THE CONSIGNOR WILL INDEMNIFY, DEFEND (WITH RMS’ SOLE CHOICE OF COUNSEL), AND HOLD RMS AND ITS AFFILIATES HARMLESS FROM ANY CLAIMS, DEMANDS, LOSSES, EXPENSES, DAMAGES, COSTS, ACTIONS, AND LIABILITIES, INCLUDING WITHOUT LIMITATION TO COURT COSTS AND ATTORNEYS’ FEES, OF WHATEVER KIND OR NATURE THAT MAY OR MAY NOT OCCUR, WHETHER KNOWN OR UNKNOWN, ON THE ACCOUNT OF, ARISING OUT OF, OR RELATED TO ANY DAMAGE OR LIABILITY CAUSED BY THE MINOR WORK PERFORMED BY RMS’ STAFF ON THE LOT(S).
13. Drivers: The Consignor acknowledges and grants permission for RMS and its employees and agents to drive or move the Lot(s) from time to time before, during, or after the Sale. THE CONSIGNOR ACKNOWLEDGES THAT IT IS THE CONSIGNOR’S RESPONSIBILITY TO MAINTAIN SUFFICIENT INSURANCE COVERAGE TO PERMIT SUCH DRIVING OR MOVING, AND THE CONSIGNOR SPECIFICALLY AGREES TO INDEMNIFY, DEFEND (WITH RMS’ SOLE CHOICE OF COUNSEL), AND HOLD RMS AND ITS AFFILIATES HARMLESS FROM ANY CLAIMS, DEMANDS, LOSSES, EXPENSES, DAMAGES, COSTS, ACTIONS, AND LIABILITIES, INCLUDING WITHOUT LIMITATION TO COURT COSTS AND ATTORNEYS’ FEES, OF WHATEVER KIND OR NATURE THAT MAY OR MAY NOT OCCUR, WHETHER KNOWN OR UNKNOWN, ON THE ACCOUNT OF, ARISING OUT OF, OR RELATED TO SUCH DRIVING OR MOVEMENT OF THE LOT(S).
14. No-Sale of Lot(s):
14.1. If there is a no-sale, any and all Expenses and Fees owing must be paid to RMS before the Lot(s) is released to the Consignor.
14.2. If there is a no-sale, the non-sold Lot(s) will be moved by RMS from the auction site immediately following the auction and taken to a secure storage facility. The Consignor will be required to pay a moving fee of up to $1,000.00 USD plus applicable taxes per Lot(s).
14.3. The Consignor will be required to remove the Lot(s) from the secure storage facility within 48 hours of the auction or, such other period that RMS may designate (“Removal Deadline”).
14.4. Contingent upon clause 14.1. being satisfied, the Lot’s Title (as long as the Consignor does not owe RMS any money) will be returned to the Consignor either (i) upon expiration of the exclusivity period of the Auction Consignment Agreement or (ii) after commissions have been paid for the withdrawal of the Lot(s) (as outlined in clause 20 (Withdrawn Lot(s))).
14.5. If the Removal Deadline is not met, the Consignor will be required to pay a daily storage fee of up to $100.00 USD plus applicable taxes per Lot(s) until full payment and instructions for transport have been received. Please note it is the Consignor’s responsibility to insure their Lot(s) whilst in storage.
14.6. If the Consignor has not removed their Lot(s) from the storage facility within 6 months of the auction date, RMS has the right to enter the Lot(s) into an auction at no reserve or to sell it via private sale for fair market value. Once sold, RMS will retain all reasonable Expenses and Fees including, auction fees if sold via auction, and if sold via private sale, a 20% commission plus applicable taxes; if there are any remaining funds, these will be returned to the Consignor within 30 business days of the Sale.
15. Cancellation/Rescission of Auction:
15.1. RMS will use reasonable efforts to avoid cancellation/rescission; however, RMS has the sole discretion to cancel/rescind the auction and will not be liable to the Consignor for any losses or damages resulting from the cancellation/rescission if RMS believes the following events have occurred or have a reasonable chance of occurring:
15.1.1. Force majeure events, including but not limited to:
15.1.1.1. Any natural disaster that, despite reasonable efforts, restricts RMS from holding the auction in its contemplated form;
15.1.1.2. Structural damage to the auction venue prior to the auction that, despite reasonable efforts, restricts RMS from holding the auction in its contemplated form; and
15.1.1.3. Any terrorist event, pandemic (including resulting governmental restrictions), 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) that, despite reasonable efforts, restricts RMS from holding the auction in its contemplated form.
15.1.2. Government/court actions, orders, injunctions, regulations, laws, or non-compliance with applicable rules, regulations, or laws to hold the auction that necessitate or make prudent a cancellation.
15.2. If the auction is cancelled for any of the reasons outlined in this clause, RMS has the right-of-first refusal to consign and sell the Lot(s) for up to one year from the date of cancellation. If the Consignor has an opportunity to place the Lot(s) in an auction or sell via private sale, RMS has the right to meet the economic terms of the opportunity and sell on behalf of the Consignor for up to 5 business days from the Consignor providing notice.
16. Cancellation/Rescission of Lot(s):
16.1. RMS will use reasonable efforts to avoid cancellation/rescission; however, RMS has the sole discretion to cancel/rescind the Sale of a Lot(s) prior to the transfer of the Title of the Lot(s) to the Buyer and will not be liable to the Consignor for any losses or damages resulting from the cancellation/rescission if RMS believes the following events have occurred or have a reasonable chance of occurring:
16.1.1. RMS opines that the Lot(s) has been intentionally or materially misrepresented by the Consignor;
16.1.2. RMS opines that physical damage to the Lot(s), which cannot be sufficiently repaired prior to the auction, occurred after these Conditions was signed;
16.1.3. RMS is served with a lawsuit or threatened with a Dispute from a third party in relation to the Lot(s);
16.1.4. RMS faces significant reputational damages that would cause monetary damages for offering or selling the Lot(s);
16.1.5. Material issues regarding the Title, registration, or transfer of Ownership that cannot be reasonably cured or RMS believes would expose it to claims or Disputes from a third party;
16.1.6. Material issues regarding the provenance, merchantability, or authenticity of the Lot(s) that cannot be reasonably cured or RMS believes would expose it to claims or Disputes from a third party;
16.1.7. 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
16.1.8. If there are Disputes, 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 an undisclosed material issue, or having a similar claim, RMS has the right to retain the Buyer’s funds on account and be the arbitrator as to the merit of the Buyer’s claims, including to cancel or rescind the Sale of the Lot(s) and reimburse the payment to the Buyer if RMS in its sole discretion deems the Buyer’s claims to be valid.
16.2. If the Sale of the Lot(s) is cancelled for any of the reasons outlined in this clause, RMS has the right-of-first refusal to consign and sell the Lot(s) for up to one year from the date of cancellation. If the Consignor has an opportunity to place the Lot(s) in an auction or sell via private sale, RMS has the right to meet the economic terms of the opportunity and sell on behalf of the Consignor for up to 5 business days from the Consignor providing notice.
17. Estimates: Any pre-sale estimates are intended as guides for prospective Bidders. RMS makes no representation or warranty of the anticipated selling price of a Lot(s), and no estimate anywhere by RMS of the selling price of a Lot(s) may be relied upon as a prediction of the actual selling price. Estimates included online, in pre-mailers, in any advertisements, or elsewhere are preliminary only, and they are subject to revision by RMS from time to time at its sole discretion. The Consignor acknowledges that RMS will not be liable for any errors or omissions in the pre-sale estimates of a Lot(s), and these pre-sale estimates make no guarantees, representations, or warranties whatsoever to the Consignor with respect to a Lot(s)’ value.
18. Odometer Statement: The Consignor will provide a duly executed odometer statement on or before the first day of the auction, and further THE CONSIGNOR ACCEPTS SOLE RESPONSIBILITY AND SHALL INDEMNIFY, DEFEND (WITH RMS’ SOLE CHOICE OF COUNSEL), AND HOLD RMS AND ITS AFFILIATES HARMLESS FROM ANY CLAIMS, DEMANDS, LOSSES, EXPENSES, DAMAGES, COSTS, ACTIONS, AND LIABILITIES, INCLUDING WITHOUT LIMITATION TO COURT COSTS AND ATTORNEYS’ FEES, OF WHATEVER KIND OR NATURE THAT MAY OR MAY NOT OCCUR, WHETHER KNOWN OR UNKNOWN, ON THE ACCOUNT OF, ARISING OUT OF, OR RELATED TO THE ACCURACY OR INACCURACY OF SUCH STATEMENT.
19. Insurance:
19.1. The Consignor will be responsible for maintaining adequate property insurance on the Lot(s) at all times, and this insurance must be at least equal to the aggregate low pre-sale auction estimate for the Lot(s) or such other amount agreed to between Consignor and RMS, which in each case shall include insurance for damages to the Lot(s) and shall not be cancellable by the insurance company until after Ownership and Title have passed to the Buyer and the Buyer has taken possession of the Lot(s) from RMS. The Consignor agrees that RMS and its respective affiliates and agents will not be responsible for, and the Consignor releases RMS and its respective affiliates, agents, and warehouses from, any and all liability for loss of, theft of, or damage to the Lot(s).
19.2. All Lot(s) consigned to auctions held in the UAE, must be insured in compliance with the applicable laws in the UAE. The Consignor must provide proof of insurance issued by an insurance provider licensed in the UAE for each Lot(s) consigned in the UAE auction.
20. Withdrawn Lot(s):
20.1. The Consignor acknowledges that RMS has incurred and will incur significant costs preparing, advertising, marketing, and promoting the Lot(s) for the auction.
20.2. If the Consignor withdraws one or more of the Lot(s) from the auction after the signing of these Conditions or otherwise sells the Lot(s) in violation of these Conditions, within 10 business days of RMS providing notice, the Consignor will pay RMS the Buyer’s Premium plus applicable taxes and 50% of the Seller’s Commission plus applicable taxes (if the Seller’s Commission is either listed as 0% or, waived in the Specific Information or Specific Conditions of the Auction Consignment Agreement, for the purposes of this clause, the Seller’s Commission will be 5% plus applicable taxes) that would have been due under these Conditions on the Lot(s) (a) Reserve; (b) if offered without Reserve, then the Lot’s published low estimate; or (c) if no published low estimate, then the Lot’s fair market value as determined by RMS.
21. Online Auction Services are “As Available” and “As Is.”:
21.1. Bids on a Lot(s) may be placed via websites, telephone services, applications, tools, and RMS’ online auction platform (collectively “Services”).
21.2. Although RMS endeavors to keep the Services safe, secure, and functioning properly, RMS cannot guarantee the continuous operation of or access to the Services or a Bidder’s ability to connect and navigate the Services.
21.3. Consignors agree that they are making use of the Services at their own risk and that the Services are being provided to the Consignors on an “AS AVAILABLE” and “AS IS” basis. Accordingly, to the extent permitted by applicable law, RMS 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.
22. Bid Display: RMS may use a bid display and currency conversion function; however, these are for informational purposes only and are not to be relied on by anyone as the bids, and currencies listed on the bid display are not real-time bids or conversions pegged to market rates. Errors and inaccuracies may occur in the operation of the bid display. To be clear, the bid price stated by the auctioneer is the prevailing and binding bid price.
23. Legal Action: These Conditions shall be interpreted in accordance with the laws of the Dubai International Financial Centre (the “DIFC”), United Arab Emirates without regard to choice of law principles. Any dispute, difference, controversy or claim arising out of or in connection with these Conditions, including (but not limited to) any question regarding its existence, validity, interpretation, performance, discharge and applicable remedies, shall be subject to the exclusive jurisdiction of the Courts of the Dubai International Financial Centre (the “DIFC Courts”). If the amount or value of the claim does not exceed $272,200.00 USD, the parties agree that the claim shall be filed in the DIFC Small Claims Tribunal, unless otherwise agreed. This clause shall not preclude the parties from seeking provisional remedies from a court of appropriate jurisdiction. In the event that either party brings action against the other, arising from or relating to the auction or the Lot(s), the prevailing party, as determined by the DIFC Courts, shall be entitled to recover its reasonable attorneys’ fees and costs, including through appeals. To the fullest extent permitted by law, the Consignor agrees that the maximum liability of RMS arising out of or related to these Conditions or any claim or dispute between the parties regarding the Lot(s) or auction shall be the Seller’s Commission that would have been due under clause 3.1. of these Conditions on the Lot(s) (a) Reserve; (b) if offered without Reserve, then the Lot’s published low estimate; or (c) if no published low estimate, then the Lot’s fair market value as determined by RMS.
24. Bidding Restrictions: The Consignor hereby agrees not to bid on his/her/their Lot(s). Although the auctioneer shall be entitled to bid on the Consignor’s behalf in an amount not to exceed the amount of the Reserve (if applicable), the Consignor shall neither instruct nor permit any other person to bid on behalf of the Consignor for his/her/their Lot(s). If, however, in violation of the foregoing, the Consignor (or his or her agent) bids on his/her/their Lot(s) and becomes the successful bidder, the Expenses and Fees and Buyer’s Premium on the Hammer Price shall be payable by the Consignor. If the Consignor does not pay in accordance with this clause within 10 business days, his/her/their Lot(s) may be sold by RMS without Reserve.
25. Lot’s Batteries: If RMS receives a Lot(s) with a dead battery, or shows signs of a draining battery, RMS will use commercially reasonable effort to install a new battery, and an automatic $200.00 USD (or the local currency equivalent) replacement fee will be charged to the Consignor. In the event a new or replacement battery costs more than $200.00 USD (or the local currency equivalent), RMS will charge the actual cost of battery plus $200.00 USD, if the battery is replaceable by an RMS employee.
26. Antifreeze Is the Responsibility of the Consignor:
26.1. As the Consignor’s Lot(s) could be shipped to a location where below-freezing temperatures are a possibility, it is the Consignor’s responsibility to ensure that, within the last 6 months, they have winterized their Lot(s) for shipping in freezing temperatures. Winterizing one or more of the Lot(s) means that the Consignor has completely filled and properly mixed, at a minimum, –25°C-rated antifreeze into their Lot’s radiator.
26.2. If any damage occurs because the Consignor did not properly winterize their Lot(s), it will be the Consignor’s responsibility to cover the damages, and RMS may recoup these damages from the Consignor’s settlement. If it is found that the Consignor did not properly winterize their Lot(s), the associated costs with checking, filling, and disposing of the antifreeze will be recouped from the Consignor’s settlement; if the Lot(s) is not sold, the Consignor must pay RMS before the Consignor can retake possession of their Lot(s). If already settled, the Consignor must pay RMS directly.
27. 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 shall not be modified, except in writing. Whenever used in these Conditions, 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.
28. Assignment of Rights:
28.1. The Consignor agrees that RMS may assign, sell, and/or pledge, entirely or in parts (“Assign” or “Assigns” or “Assigned” or “Assignment”) (third party who is assigned rights is an “Assignee(s)”) without limitation any and all rights, obligations, and/or remedies and/or relief as provided by law (“Rights”) that RMS is entitled to/obligated by under these Conditions to any Assignee(s) (including, but not limited to, any RMS affiliate, and for Lot(s) purposes, to any financing sources of RMS).
28.2. RMS may assign insurance to an alternative insurance provider.
28.3. Following any Assignment in accordance with the terms hereof, any reference in these Conditions to any Rights that RMS is entitled to/obligated by under these Conditions, shall be held by RMS on behalf of and for the benefit of itself and any Assignee(s). The Consignor hereby agrees to promptly execute and deliver any amendment or supplement to these Conditions reasonably requested by RMS in connection with any Assignment in accordance with the terms hereof.
28.4. The Consignor undertakes to take all required actions and sign and execute all required documents as requested by RMS to perfect any assignments contemplated under this clause 28.
28.5. The Consignor may not Assign the Rights that the Consignor is entitled to/obligated by, under these Conditions to any other individual or entity without the express written permission of RMS.
29. No Legal or Tax Advice: These Conditions are an important legal document. The Consignor acknowledges that the Consignor has had the opportunity to consult an attorney before signing these Conditions and has signed these Conditions after having the opportunity to consult with an attorney of their own choosing. Notwithstanding any references to any transactions or arrangements in these Conditions, or any contemporaneous written, oral, or implied understandings of the Parties relating to the subject matter of these Conditions, RMS has not provided legal or tax advice or tax planning services to the Consignor or for the Consignor’s benefit in connection with the transactions contemplated by these Conditions, and no one at RMS has acted as the Consignor’s attorney or tax advisor.
30. Data Use: The Consignor agrees to allow RMS to use their personal information in accordance with RMS’ privacy policy. RMS 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 RMS auctions 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. RMS will share identification documents, bank letters and information gathered from internally conducted KYC checks with the Escrow Agent and the data will then be subject to the Escrow Agent’s data protection policy. RMS may share personal information with delivery and logistics companies for the purpose of arranging shipment and transport of consigned lots. Further information on the use of personal information for the purpose of shipment and transport of consigned lots may be found by reviewing the Privacy Policies of the delivery and logistics companies directly. RMS’ full Privacy Policy can be found at the bottom of the RMS website homepage under the Privacy and Terms tab. If you wish to ask any questions regarding the use of your personal information, request a full accounting of what personal information is on file with RMS, unsubscribe from any services, or purge your personal information from RMS’ systems, please email privacy@rmsothebys.com.
31. Anti-Money Laundering: The Consignor agrees to provide all information and assistance reasonably requested by RMS to comply with RMS’ internal anti-money laundering process and to comply with any and all anti-money laundering laws and regulations.
32. Photography, Videography, and Illustrations: All photographs, videography, and illustrations commissioned by RMS for the Lot(s) are the absolute property of RMS, and RMS shall have the absolute right to use the photographs, videography, and illustrations as RMS deems fit.
33. Confidentiality of the Buyer(s) Identity: Unless RMS elects to do so in its sole discretion, RMS shall not be required to share or produce the name of Buyer(s) to the Consignor(s) without a court order or except in accordance with government regulation.
34. Set-Off: If the Consignor owes RMS money from this or an unrelated transaction, RMS at its sole discretion, shall be entitled to instruct the Escrow Agent to retain funds to satisfy the amount owed by the Consignor. RMS at its sole discretion, shall be entitled to instruct the Escrow Agent to retain funds from the Buyer if the Consignor has breached the terms outlined in these Conditions.
35. Importation of Lot(s) from Outside of the UAE:
35.1. Please note that the following conditions apply to motor vehicle Lot(s) consigned to auctions held in the UAE which are imported from outside of the UAE.
35.1.1. Any motor vehicle Lot(s) imported from outside of the Gulf Cooperation Council (the “GCC”) into the UAE for an auction may be subject to customs duty rate of 5%.
35.1.2. Any motor vehicle Lot(s) imported from outside of the UAE, including those imported from within the GCC or elsewhere, are required to be registered with the competent transport authority. Once registered, motor vehicle Lot(s) will receive a vehicle certificate from the competent transport authority.
35.1.3. Please note that all consigned motor vehicle Lot(s) must have a valid vehicle certificate prior to being consigned to any auction taking place in the UAE.
36. Translations:
36.1. If there is a discrepancy, contradiction, or question of interpretation regarding enforceability between the English version of the Conditions and a version of the Conditions produced in a language other than English, the English version of RMS’ Conditions will supersede.
36.2. If there is a discrepancy, contradiction, or question of interpretation in a description for a Lot(s), in print, 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.
SPECIFICALLY REGARDING THE SALE OF WATCHES:
37. Please note that the following conditions apply to the sale of watches at the RMS auction:
37.1. Please be advised that straps made of material derived from endangered or otherwise protected species (i.e. alligator and crocodile) are not sold with the watches at the RMS auction and are for display purposes only. RMS reserves the right to remove these straps prior to shipping.
37.2. Upon receiving complete payment for purchased watches, RMS will connect Buyers to a representative from Sotheby’s Dubai who will manage post-sale packaging and shipping of the watch to the Buyer.
