Conditions of Sale
CONDITIONS OF BUSINESS
"PALÁCIO DA MEMÓRIA, LDA (Limited Company)" (hereinafter "PALACE OF MEMORY") agrees to comply with these Conditions of Business, as well as with any other conditions as individually specified.
I - GENERAL PROVISIONS
Article 1 (Application Scope)
These Conditions of Business regulate the activity of the Company PALACE OF MEMORY and organize all contractual relations related to it.
Article 2 (Definitions)
In these Conditions of Business:
a) Catalogue - Includes all publicity, brochures, price lists or any publications by PALACE OF MEMORY, of whatever nature.
b) Buyer's Commission - Is the commission on the purchase, applied to the Hammer Price, including VAT at the legal rate and paid by the Buyer-Client at the applicable rate.
c) Seller's Commission - Is the commission on the sale, which is to be deducted from the Hammer Price, including VAT at the legal rate and paid by the Seller-Client at the applicable rate.
d) Buyer-Client - Is the bidder, of legal age, who submits the highest bid to the Hammer Price, on his own or through a representative, in accordance with these Conditions of Business.
e) Seller-Client - Is the individual or entity that enters into a contract of sale of objects with the PALACE OF MEMORY.
f) Fees - Are all costs and charges due to the PALACE OF MEMORY from the sale of objects, and related to illustrations, publications, renovations, insurance, storage, packaging and transport pertaining to them, as well as the related amount of VAT on Expenses.
g) Total Amount Due - Is the amount due as a result of the Hammer Price of the objects sold, plus the Buyer's Commission and any additional charges and expenses due by the Buyer-Client in case of default, in accordance with Article 12.
h) Hammer Price - Means the amount by which the objects were awarded by the auctioneer in favour of the Buyer-Client.
i) Amount Due - Is the net amount due to the Seller-Client, that is, the Hammer Price of the objects sold, from which the Seller's Commission at the Applicable Rate and the Expenses and Charges due to the PALACE OF MEMORY by the Seller-Client are to be deducted.
j) Applicable Rate - Is the rate applicable to the Seller's Commission and the Buyer's Commission as applied and duly publicized or specified by the PALACE OF MEMORY.
k) Original Work of Art - Is, under Article 54, paragraph 2, of the Code of Copyright and Related Rights, any work of graphic or plastic art, such as a painting, a collage, a drawing, a serigraph, an engraving, a print, a lithograph, a sculpture, a tapestry, a piece of ceramic or glassware and a photograph, insofar as it is made by the author and is signed or authenticated or insofar as it is a copy considered as an original work of art, it being that it must be signed and numbered.
l) Deliberate Forgery - Is an imitation made with the purpose of deceit with regard to its authorship, origin, date, time of existence, period, culture, source, or any other data essential to its evaluation.
II - CONDITIONS CONCERNING THE BUYERS
Article 3 (Registration)
1 - In order to be able to bid, the potential Buyer-Client must be of legal age, must register in advance and must have a bidding number. All of the following elements are of mandatory inclusion in his registration: his name, address, phone number and taxpayer identification number, as well as his signature or that of his representative empowered to act, in a declaration acknowledging and accepting these Conditions of Business.
2 - The PALACE OF MEMORY reserves the right to request the potential Buyer-Client to show an original valid ID, either upon the act of registration or subsequently.
3 - The PALACE OF MEMORY also reserves the right to request any potential Buyer-Client to provide a guarantee, either upon the act of registration or subsequently, as it deems reasonable (with respect both to form and amount), in accordance with its commercial internal credit policy and in accordance with the background of the potential Buyer-Client.
4 - The PALACE OF MEMORY also reserves the right to refuse registration to, or to ignore any bid by, whoever has not fulfilled one's obligations in due time, including the payment and collection of one or more objects in previous auctions.
5 - The PALACE OF MEMORY considers that whoever requests registration as a potential Buyer-Client acts on one's own. It is only possible to act in representation of others upon submission of a legally valid power of attorney for this purpose.
Article 4 (Buyer-Client)
The PALACE OF MEMORY deems a Buyer-Client whoever, on one's own or represented by a third party with powers to act, bids and wins the object on the highest bid, notwithstanding the rights of preference of option of the authorities, under the applicable law. In case of doubt, the auctioneer is entitled to take a decision at his complete discretion, which may include the withdrawal of any object from the auction or the putting of sale once again of an object at an amount for which a doubt was raised.
Article 5 (Bidding and Purchase)
Whenever a potential Buyer-Client wishes to be certain as to the actual bidding of a certain object or of certain objects at a specific auction, he shall need to be present and to bid in person. The PALACE OF MEMORY considers that the presence of the potential Buyer is, at any rate, the best way to safeguard his own interests.
The following alternatives are, nevertheless, accepted:
a) The PALACE OF MEMORY can bid for and on behalf of potential Buyers-Clients who expressly request it to do so by filling in the appropriate form and under the conditions expressed therein, provided that such request is received up until three hours before the commencement of the related session of the auction;
b) Upon any request from potential Buyers-Clients, received up until at least three hours prior to the commencement of a session of the auction, the, PALACE OF MEMORY shall be committed to undertaking all reasonable steps to contact them by telephone, in order to allow for their participation by such means in the bidding of one or more previously determined objects. Any bidding order on the telephone implies that the buyer agrees to cover the value of the minimum estimate. In case of any impediment to the telephone connection, the MEMORY PALACE shall bid on behalf of the potential buyer for the amount of the minimum estimate and for that value only.
c) ONLINE BIDDING
The PALACE OF MEMORY accepts online bidding via e-mail, as long as the potential Buyers-Clients have previously registered and filled in the related form.
d) The purchasing orders implementation service, the telephone bidding service and the online bidding service referred to in the preceding paragraphs, are provided as a courtesy and are free for potential Buyers-Clients who are unable to be present and are confidential in nature.
The PALACE OF MEMORY shall undertake all reasonable steps within its power for the bidding to be carried out in a proper and timely manner. However, neither the PALACE OF MEMORY nor any of its collaborators shall be liable for any error or failures with regard to this bidding service, either due to deficient telephone connections or to difficulties in receiving a bid or in transmitting it to the auctioneer. Telephone and online bidding shall be subject to the availability of phone lines and to the uncontrollable limitations of computing devices.
Article 6 - (Minimum Increment)
The auctioneer is entitled to refuse any bid which does not exceed the previous bid by at least 5% or in any other proportion as the auctioneer may discretionarily determine.
Article 7 - (Buyer's Commission)
The Buyer-Client shall pay to the PALACE OF MEMORY the Buyer's Commission at the Applicable Rate, as well as the related VAT at the legal rate, in compliance with the Special Statute on the Sales of Objects in Auctions.
Article 8 - (Payment)
1 - Without prejudice to Article 9 or any other provision within these Conditions of Business, the Buyer-Client shall pay to the PALACE OF MEMORY the Total Amount Due within 5 (five) working days from the date of the auction.
2 - After the aforesaid period of 5 (five) working days, the PALACE OF MEMORY shall reserve the right to charge interest at the legal rate for commercial operations.
3 - At the moment of the award of the winning bid, the PALACE OF MEMORY may require the Buyer to pay a deposit of an amount never less than 30% the Total Amount Due.
4 - Payment can be made by Cash, Debit Card, Bank Transfer (the auction and lot numbers needing to be indicated), Cheque (in this case the objects shall be put at the disposal of the Buyer-Client after clearance).
5 - Until the transfer of ownership under the preceding paragraph, the objects shall remain the property of the Seller-Client.
Article 9 - (Transfer of Ownership of the Goods)
1 - The ownership of the auctioned objects shall not be transferred to the Buyer-Client until he has fully paid the Total Amount Due.
2 - Any loss or damage, including due to the theft, relating to objects auctioned, shall only entitle the Buyer-Client to receive an amount equal to that paid until that moment for the good, and not entitle him to any compensation or interest.
Article 10 - (Collection of the Purchased Goods)
1 - The Buyer-Client shall collect the purchased goods within 15 (fifteen) days from the date of the auction.
2 - If the purchased objects are not collected within the period specified in the preceding paragraph, the Buyer-Client may be charged transport, storage and insurance fees, in accordance with the price list in force.
3 - The PALACE OF MEMORY may, following a request from the Buyer-Client, ensure the packaging and transport of objects purchased at an auction. Such a service shall be subject to a quotation, and the amount settled upon shall be paid at the moment of payment of the Total Amount Due to the PALACE OF MEMORY.
Article 11 - (Liability of the Buyer for the Purchased Goods)
1 - After collecting the objects or after the period mentioned in Article 10, paragraph 1, the Buyer-Client shall be liable for any loss of, or damage to, the objects purchased.
2 - The PALACE OF MEMORY and its representatives, workers or collaborators shall not, from any of the moments referred to in the preceding paragraph, be liable for any loss or damage of any nature.
Article 12 - (Non-Payment or Failure to Collect Purchased Goods)
If any object is not fully paid for and collected within the dates and according to the conditions set out in Articles 8 and 10, or if there is any breach of either or both of those provisions, the PALACE OF MEMORY, as representative of the Seller-Client, may, without prejudice to any other rights to which it is entitled, adopt one or more of the following alternatives:
a) Sue the Buyer-Client in court, for the purpose of compensation for damage arising from failure to comply.
b) Charge interest at the legal rate on the Total Amount Due up until the time of payment.
c) Sell the objects in question once again, or arrange for their sale through any of the forms available at the PALACE OF MEMORY. In this case the Buyer-Client shall pay to the PALACE OF MEMORY any amount still due with reference to the Total Amount Due (after deduction of the amount obtained from the sale), while, on the other hand, the Buyer-Client shall be given any remaining balance, if that is the case.
d) Transport the objects to, and store and insure them at the premises of the PALACE OF MEMORY, or at other locations, in which case costs and charges shall be ascribed to the Buyer-Client.
e) Retain one or all items sold to the Buyer-Client at the auction in question or at another auction.
f) Reject or ignore any bid by the Buyer-Client, or by anyone on his behalf, at any subsequent auction.
g) Take any kind of action as may be deemed appropriate at any moment, in order to secure payment of the Total Amount Due by the Buyer-Client.
Article 13 - (Right over Photographs and Publications after Sales)
The Buyer-Client allows the PALACE OF MEMORY to use the texts, photographs, illustrations of one kind or another referred to in Article 23 of these Conditions of Business, at any moment, after the auction.
Article 14 - (State and Authenticity of the Lots)
1 - Considering that the objects sold at auctions possess in general a certain antiquity, they are all sold in the state in which they are, with their defects, imperfections and with possible omissions and mistakes regarding their description. In the case of objects which include mechanisms, where the description in the catalogue does not explicitly make reference to "working mechanisms" these may be in need of repair.
2 - Any illustrations or representations in catalogues are intended solely for identification of objects subject to sale.
3 - The Buyers-Clients shall accept the objects in the state in which they are prior to their sale at an auction and shall freely judge whether the goods correspond or not to the description provided.
4 - Neither the PALACE OF MEMORY, nor its representatives, workers or collaborators may be held responsible for mistakes related to the description, the genuineness or authenticity of any good, since no guaranty with respect thereto is given by the PALACE OF MEMORY or by its representatives, workers or collaborators.
5 - Should it be demonstrated that any object was a Deliberate Forgery, it may be returned by the Buyer-Client to the PALACE OF MEMORY, within 1 (one) year from the day in which the auction took place or from its purchase. The object must be returned in the same state in which it was on the date of the auction, and together with a report, certified by an entity of recognized prestige and credibility, which shall include information on the defects and forgeries of the object, its number and the date of the auction in which it was purchased. The Buyer-Client, shall not, however, be entitled to any compensation or interest.
6 - In the case that the PALACE OF MEMORY considers a certain object as a Deliberate Forgery and that the Buyer-Client is still the owner of the purchased object, the sale shall be considered null and void and the amount paid shall be returned, irrespective of any opposition thereto by the Seller-Client.
7 - The Buyer-Client rights under this clause are limited to the amount of the price paid. The Buyer shall not be entitled to invoke any loss or damage suffered or any expenditure incurred.
8 - The beneficiary of the framework set forth in this clause shall be solely the original Buyer-Client, that is, the purchaser of the object at the auction or purchase identified in the receipt issued by the PALACE OF MEMORY.
9 - The PALACE OF MEMORY shall not be liable towards the Buyer-Client regarding any object which, due to facts attributable to the Seller-Client or to a third party, is the object of any complaints or claims made by third parties, including its seizure, either on a provisional or on a definitive basis, by the competent authorities. This shall be so, irrespective of the date in which the complaint, claim or seizure may have been determined or enforced, and of the nature or amount of any damage or loss which may ensue to Buyer-Client from such facts, which shall have to be claimed by the Buyer-Client directly before the Seller-Client or the third party who caused them.
III - CONDITIONS CONCERNING THE SELLERS
Article 15 - (Warranty of the Ownership and Availability of the Good)
1 - The objects sold at an auction, or in any form, are part of a contract entered into between the Seller-Client and the PALACE OF MEMORY.
2 - This contract must necessarily include:
a) A complete identification of the Seller or of his representative, if that is the case;
b) An identification and a description of the object;
c) An estimate of the sale and the value of the reserve (if that is the case);
d) The commission due by the Seller-Client to the PALACE OF MEMORY and the value of the illustrations, renovations, transport, certificates; etc.
3 - The Seller-Client undertakes to inform the PALACE OF MEMORY on the ownership of the objects, including on what basis they were purchased and on their origin. The PALACE OF MEMORY reserves the right, in any case, to request that documents proving their ownership be submitted.
4 - The Seller-Client shall warrant to the PALACE OF MEMORY and to the Buyer-Client that he is the legitimate owner of the objects or that he is legally authorized by the owner to sell them, and that these are free from encumbrances, charges and restrictions, with regard to the rights to hold, use, enjoy or transmit them. These include their classification, inventory or enrollment by any public entities or the initiation of proceedings for such a purpose, the Seller-Client being under the duty in any case to explicitly inform about any inventory or enrollment proceedings by the public entities with regard to such objects.
5 - Should the Seller-Client, during the period that the contract is in force, be notified or learn about the fact that the proceedings for the classification, inventory or enrollment of the objects have been initiated, or that any third party claims some right over them, he shall be obliged to immediately inform the PALACE OF MEMORY thereof.
6 - The Seller-Client undertakes to indemnify the PALACE OF MEMORY, its representatives, workers or collaborators, as well as the Buyer-Client for any loss or damage suffered by them as a result of the breach of the provisions set forth in the preceding paragraphs.
Article 16 - (Reserves)
1 - The Seller-Client is entitled, on the date of conclusion of the contract with the PALACE OF MEMORY, to agree on a reserve value, by setting a minimum value below which the objects in question shall not be sold. Should the Seller-Client accept to take them to the public arena without a reserve value, that shall imply that they will possibly be sold below the minimum estimate and for the best offer.
2 - The Seller-Client undertakes not to withdraw the objects to be auctioned or to be sold following any other form, from the date of signature of the contract.
Article 17 - (Deduction of the Amount of the Seller's Commission and of the Expenses)
The Seller-Client authorizes the PALACE OF MEMORY to deduct from the value of the sale the amount of the Seller's Commission, at the Applicable Rate, as well as the amount of the Expenses.
Article 18 - (Insurance)
1 - The PALACE OF MEMORY shall insure the objects in its hold for sale, on behalf of the Seller-Client.
2 - The PALACE OF MEMORY shall pay the amount of the insurance premium, regardless of the nature of the objects concerned.
3 - All the objects insured by the PALACE OF MEMORY shall have a deductible of 10%, whereby any compensation shall always be subject to the applicability of such a deductible.
Article 19 - (Termination of Contract by the Buyer)
Should the Buyer-Client formalize his intention to terminate the contract pursuant to and in accordance with Article 14 before the PALACE OF MEMORY sends the Amount Due to the Seller-Client, and should the PALACE OF MEMORY consider that the Buyer-Client is right to do so, the Buyer-Client shall be entitled to terminate the contract of sale and to refund to the Seller-Client the same sums submitted to the PALACE OF MEMORY with respect to the objects in question.
Article 20 - (Payment of the Amount Due)
1- The PALACE OF MEMORY shall send to the Seller-Client the Amount Due until 30 (thirty) dias after the date on which the sale took place.
2 - Should the PALACE OF MEMORY not have received from the Buyer-Client the Total Amount Due by the date referred to in the above paragraph, the PALACE OF MEMORY shall send the Amount Due within 5 (five) working days of the date on which it received the Total Amount Due from the Buyer-Client.
3 - As an alternative to the preceding paragraphs, the PALACE OF MEMORY may choose to send to the Seller-Client the Amount Due even if the Buyer-Client has not paid the Total Amount Due in the period referred to in paragraph 1 of this Article, in which case the ownership of the objects will be transferred to the PALACE OF MEMORY.
Article 21 - (Non-Payment of the Total Amount Due)
Should the Buyer-Client not pay to the PALACE OF MEMORY the Total Amount Due within 30 (thirty) days from the date of sale, the PALACE OF MEMORY shall seek to examine and decide, together with the Seller-Client, the most appropriate steps to be taken under Article 12, so as to secure payment of the Total Amount Due.
Article 22 - (Charges Related to Goods Removed before the Auction)
Should the Seller-Client cancel the contract of sale, the PALACE OF MEMORY shall reserve the right to charge a fee equivalent to 10 % of the estimate or of the reserve, of the objects removed, plus VAT at the legal rate and Expenses incurred, attributable to the objects in question.
Article 23 - (Rights over Photographs and Publications)
The Seller-Client allows the PALACE OF MEMORY to photograph and publish, under any form, texts, photographs or illustrations of any kind, targeting any object held by the PALACE OF MEMORY to be sold, as well as to use such texts, photographs or illustrations of any kind, and also any others provided by the Seller-Client by his initiative, at any moment, and connected or not to such sale.
Article 24 - (Unsold Goods)
1 - Should the sale of an object be frustrated and not take place, the PALACE OF MEMORY shall notify the Seller-Client thereof.
2 - Upon receipt of the notification referred to in the preceding paragraph, the Seller-Client shall decide whether to put the object on sale once again or withdraw it by the payment of the Expenses Due.
3 - Should the Seller-Client not notify the PALACE OF MEMORY of any of the decisions referred to in the preceding paragraph, within 7 (seven) days, it shall be liable for any transport, storage and insurance costs in connection with the objects in question.
4 - Should the Seller-Client not notify the PALACE OF MEMORY of any of the decisions referred to in paragraph 2 of this Article, within 3 (three) months counting from the receipt of the notification referred to in paragraph 1 of this Article, the PALACE OF MEMORY shall be entitled to sell the objects without a Value of Reserve, and to deduct from the value of the sale any amount due to the PALACE OF MEMORY, including, and with no limit, any expenses related to transport, storage and insurance.
Article 25 - (Sale of Original Works of Art)
1 - Should the object sold be an Original Work of Art which is neither architectural nor of applied art, the author of the work, in the case that he is not the Seller-Client, shall be entitled, under Article 54, paragraph 1 of the Copyright Code, to a share in the price obtained in the sale, free of taxes.
2 - In accordance with article 54, paragraph 7 of the Copyright Code, the share referred to in this clause shall be paid by the Seller-Client Original Work of Art, whereby he shall undertake to submit the amount in question to the author of the work.
3 - Should the author of the Original Work of Art contact the PALACE OF MEMORY for the purpose of payment of the share mentioned in this clause, the PALACE OF MEMORY shall inform the author of the identification and of the contact details of the Seller-Client, as well as of the way in which the sale was carried out, so that the author can exercise his legal right before him.
4 - The PALACE OF MEMORY includes in its price lists the values related to the shares mentioned in paragraphs 1, 2 and 3 of this Article.
IV - GENERAL AND FINAL PROVISIONS
Article 26 - (Agency of the PALACE OF MEMORY)
THE PALACE OF MEMORY acts on sales as a representative of the Seller-Client and can not therefore be liable towards the Seller-Client or the Buyer- Client for any failure or omission.
Article 27 - (Images reproduced in the Catalogue)
The preview of the images in the catalogue does not replace the direct observation of the represented objects for the purpose of checking the conformity of the reproduced object with its original and respective particularities.
Article 28 - (Opinions of the PALACE OF MEMORY)
1 - Any representation or statement of the PALACE OF MEMORY in any catalogue, with regard to authorship, attribution, genuineness, origin, date, time of existence, provenance, condition or estimated selling price, should be understood as the mere issuance of an opinion.
2 - Any interested person shall, with regard to the matters set out above, consider its own judgment exclusively. Neither the PALACE OF MEMORY nor its representatives, workers or collaborators shall be held responsible for the accuracy of such judgments.
Article 29 - (Refusals at Auctions)
1 - The PALACE OF MEMORY may, at its own discretion, refuse admission to or presence at any of its auctions.
2 - The PALACE OF MEMORY may also, at its own discretion, refuse any bid, divide, associate or withdraw lots and objects at auction or other form of sale, as well as re-sell or re-auction any object.
Article 30 - (Communications)
The Communications from the PALACE OF MEMORY to the Sellers-Clients, owners, potential bidders or Buyers-Clients will take place by fax, e-mail, telephone and, if made by registered mail, will be considered received within 48 hours after dispatch.
Article 31 - (Personal Data)
1 - Buyers-Clients or Sellers-Clients expressly agree and give their informed consent to the processing of their personal data in accordance with Law 67/98 of 26 October, this process falling under the permit exemption No. 1/99.
2 - Personal data of the Buyers- or Sellers-Clients will be collected and processed for the purposes of processing the contractual obligations of the PALACE OF MEMORY as well as for the sending of information about sales, auctions or other events and promotional information organized by the PALACE OF MEMORY.
3 - Buyers- or Sellers-Clients shall have the right of access and information in relation to their personal data.
4 - For access to personal data and request of its amendment, correction or deletion, Buyers- or Sellers-Clients may request them by letter, fax or e-mail to the addresses or numbers of the PALACE OF MEMORY.
Article 32 - (Jurisdiction)
For any emerging issue of these Conditions of Business, the competent court shall be the court of the District of Lisbon, with express waiver of any other.
V - DIRECT SALES AND OUTLET ACTIVITIES
THE PALACE OF MEMORY offers its Clients a service of DIRECT SALES of the object (s) whenever the Seller-Client does not want to wait for the time of the auction. This is a permanent service.
THE PALACE OF MEMORY also offers its Clients, twice a year, OUTLET events where assets remaining from previous auctions or from other activities of the company are sold for attractive values.
These two services are governed by the Conditions of Business outlined in this document, with the necessary adjustments to these two situations, particularly when Hammer Price is absent, in which case it shall be replaced by the Sale Price.
