Conditions of Sale
Conditions of Sale
1. Participating in an Auction. By bidding at auction, you agree that these Conditions of Sale are your entire agreement with the Seller and The Stand, as agent for the Seller, and that they govern all bidders.
2. Estimates. A lot is given low and high estimates to express The Stand's opinion of the range within which the lot might sell at auction. Estimates are often based on past or current selling prices for comparable property but should not be relied upon as a representation or prediction of actual selling prices.
3. Other Information Provided to Bidders.
a. Provenance. The Seller may include in the description of a work its history of ownership if such information contributes to scholarship or is otherwise well-known and assists in distinguishing the work. The identity of the Seller or of other previous owners may not be disclosed for a number of reasons, including the Seller's request for confidentiality or because the identity of earlier owners is unknown.
b. Authenticity. The Stand and the Seller believe the lot is authentic, meaning that its authorship is as set out in CAPITALIZED type in the initial heading in the catalogue description of the lot. The Stand and the Seller provide an Authenticity Guarantee, the important terms of which are detailed in below in Section 11.
c. Viewing. Lots are generally not available for viewing unless we have indicated otherwise.
d. Condition, etc.: As Is. We guarantee the authenticity of the lot to the extent described in the Authenticity Guarantee, and that you will receive good title to the lot to the extent required by law. Otherwise, you agree that each lot is sold "as is" and in the condition that it is in at the time of the auction. Neither The Stand nor the Seller makes any representations or warranties of merchantability, fitness for a particular purpose, correctness of the catalogue or other images, or descriptions of the physical condition, size, quality, rarity, importance, medium, frame, provenance, exhibitions, literature, or historical relevance of any lot. No statement anywhere, whether oral or written, whether made in the catalogue, an advertisement, a bill of sale, or elsewhere, can be relied on by you or others to be a warranty, representation, or shall give rise to the liability of The Stand or the Seller. Images and condition reports are not meant to be complete or a substitute for assessing the condition of the lot yourself or through an agent you may engage; they are for guidance only. Nothing in any written or oral descriptions of a lot constitutes a representation of fact; they represent the opinions held by The Stand.
4. Reserve. Unless the catalogue says otherwise in writing, every lot is offered subject to a strictly confidential "reserve," which is the minimum "hammer price"--the winning bid when the auction closes--at which a lot will be sold. No reserve will exceed the low estimate for the lot. The Stand may, at its discretion, lower the reserve during the auction.
5. Buyer's Premium. A buyer's premium of 15% of the hammer price will be added to the hammer price and is payable by the Winning bidder as part of the total purchase price for the benefit of The Stand.
6. Registering to Bid. When accessing the auction on Invaluable, you must create an account if you do not already have one. To bid, you must next accept the Conditions of Sale and the Terms of Use. You may then place bids once the auction has opened. You agree that all bids that you submit are final and irrevocable. The Stand reserves the right, in its sole discretion, to refuse your participation before, during, or after the sale.
7. Bidding. The bidder who places the highest bid accepted by The Stand will be the Winning bidder of the lot. The Stand has absolute discretion in all matters relating to bidding, including, but not limited to, identifying the Winning bidder, handling mistakes or errors in bidding, re-opening bidding, cancelling the sale, and re-offering the property for sale. The Stand may place bids below the reserve on behalf of the Seller, either consecutively or in response to other bids. Neither The Stand nor the Seller is liable for any errors in the bidding process.
a. Bidding by The Stand. Except to protect the reserve, The Stand's officers, directors, employees, etc. may bid in an auction only if such person does not know the reserve and does not have access to any other material information not known to the public.
8. Withdrawal. The Stand reserves the right to withdraw any lot before, during, or after the sale; we shall have no liability whatsoever for such withdrawal.
9. Bidders. By participating in the sale, you represent, warrant, and agree that:
a. Neither you individually nor--if "you" are a company or other entity--any person who owns, partly owns, or controls the company or entity, are subject to trade sanctions, embargoes, or any other restriction on trade in the jurisdiction in which you or it does business, or under the laws of the European Union, the laws of England and Wales, or the laws and regulations of the United States (collectively, "Sanctioned Person(s)");
b. Where acting as agent, your principal is not a Sanctioned Person(s), nor owned (in whole or in part) by a Sanctioned Person(s), nor controlled by a Sanctioned Person(s);
c. None of the purchase price will be funded by any Sanctioned Person(s), nor will any party involved in the transaction, including, but not limited to, financial institutions, freight forwarders or other forwarding agents, or any other party, be a Sanctioned Person(s), nor owned (in whole or in part) by a Sanctioned Person(s), nor controlled by a Sanctioned Person(s), unless such activity is authorized in writing by the government authority having jurisdiction over the transaction or in applicable law or regulation; and
d. You are financially sound and know when and how you will pay for the lot if you are the Winning bidder.
It is The Stand's policy to request a government issued identification containing a photograph, such as a passport, identity card or driver's license in order for you to register to bid. The Stand will use this information to verify your identification and screen for regulatory and financial risk. Additionally, The Stand will us art passID to do our client identification, verification, screening and due diligences. Please review The Stand's Privacy policy located at thestand.art and the artpassID Privacy Statement located at https://artpass.id/privacy_policy.html regarding the processing of your information and your rights.
10. Authenticity Guarantee. We guarantee that the authorship of a lot is as set out in CAPITALIZED type in the initial heading in the catalogue description of the lot. If, in our reasonable opinion, the authorship of the lot as stated in the catalogue description is incorrect, and that the conditions specified below have been satisfied, we will refund to the original Winning bidder of record the hammer price paid and any applicable buyer's premium. This guarantee is provided to the original Winning bidder for a period of five (5) years from the date of the auction, is solely for the benefit of the original Winning bidder of record at the auction and may not be transferred to any third party. To claim under the Guarantee, the original Winning bidder must:
a. Within 90 days of becoming aware of any information that casts any doubt on the accuracy of the authorship set out in the capitalized heading of the lot description, provide us with the details of such information and all related documentation;
b. Return the lot to us in the same condition as at the closing date of the sale and be able to transfer good title to the lot, free of any third-party claims arising after the date of such sale; and
c. Provide The Stand with reports regarding the authorship of the lot from two (2) independent and recognized experts on the author, or in the field in which the author created the lot, who are reasonably acceptable to The Stand.
The Stand has the sole discretion to waive any of the above requirements.
You agree and understand that the rescission of a sale and the refund of the original purchase price paid is your sole remedy and in lieu of any other remedy which might otherwise be available to you. Neither The Stand nor Seller shall be liable for any special, punitive, incidental, consequential, or other damages incurred or claimed including, but not limited to, lost profits or interest.
11. Record of Sale. The record of sale kept by The Stand is absolute and final in all disputes. In the event of a discrepancy between any online records or messages provided to you and the record of sale kept by The Stand, the record of sale will govern.
12. Winning Bidder's Obligations. Subject only to these Conditions of Sale, the closing of the lot establishes a binding contract with the Winning bidder. The Stand will email and invoice in the name of, and with the address registered for the bid, the Winning bidder, which cannot be transferred to other accounts, names, or addresses without The Stand's explicit agreement in writing.
a. Payment. Unless otherwise agreed by The Stand in writing, the Winning bidder must pay the full price invoiced (including buyer's premium, applicable tax, and other amounts due), so that it is received by The Stand within five (5) business days of the date of the invoice. Unless otherwise agreed, all payments will be made by wire transfer.
b. Tax. As a Winning bidder for a Lot in an Online Only Auction, you will be charged VAT or any other applicable sales tax (unless an exemption applies). Any such taxes will be identified in the Winning Bbidder's Invoice.
c. Title. Title to, and right to possess, a lot will not pass until The Stand has received the full purchase price in good, cleared funds. The Seller is not obligated to release a lot to the Winning bidder unless he, she, or they has paid the full purchase price (inclusive of the buyer's premium, taxes, and any other costs identified by The Stand).
d. Collection of Property.
i. Immediately after the sale closes but in no event later than two business days following the close of the sale, the Winning bidder is obligated to initiate the wire transfer of the total purchase price to The Stand via Stripe. If extended payment terms are agreed, then the agreed amount must be wired in keeping with the extended payment terms guidance.
ii. As soon as The Stand receives notice from Stripe of receipt of payment in full of the total purchase price from the Winning bidder, The Stand will notify the Seller via email and telephone of
(1) receipt of the total purchase price as well as
(2) the name, email and telephone number of the Winning bidder
iii. Within three business days of receipt of the above notice from The Stand, the Seller will contact the Winning bidder via email and phone to request written packing, shipping and insurance instructions from the Winning bidder.
iv. Before shipment, the Winning bidder will pay all costs of packing, shipping and insurance of the shipping selected by the Winning bidder. As appropriate, the Seller will facilitate in accordance with the Winning bidder's written instructions, packing, shipping and insurance of the work of art.
v. Subject to para 14(b), if applicable,, within three business days of delivery of the work of art to the Winning bidder , the Winning bidder will notify the Seller and The Stand if the property has not arrived in good condition. Absent receipt of notice that the property did not arrive in good condition, the Winning bidder waives any right to make any claim that the property did not arrive in good condition.
vi. The Stand will remit net sale proceeds to the Seller on the later of 30 days after the sale or seven business days after receipt by the Winning bidder of the property, provided that the Winning bidder has not notified the seller or The Stand that the property did not arrive in good condition or exercised its rights, if any, under Paragraph 14(b).
e. Exports and Permits. It is the Winning bidder's sole responsibility to identify and obtain any necessary export, import, or other permit for the lot. Any notices in the lot description reflect The Stand's reasonable opinion at the time of publication and are for bidders' general guidance only. The Stand and the Seller make no representations or warranties as to whether any lot is or is not subject to export or import restrictions or any embargoes.
13. The Stand's Obligations.
a. Data Protection. The Stand will hold and process your personal information and may share it with its third party service providers for use as described in, and in line with, Invaluable's Privacy Policy, published on its website at invaluable.com, Stripe's privacy policy on stripe.com and artpass ID on artpassID.com. Under European data protection laws, you may object, by request and free of charge, to the processing of your information for certain purposes, including direct marketing, you may access and rectify personal data relating to you, and may obtain more information about The Stand's data protection policies by writing to The Stand at info@thestand.art.
b. Tax. VAT may be charged on the hammer price, the buyer's premium or both. See Auction Details for further information.
c. EU CONSUMER RIGHTS DIRECTIVE. If you are a consumer habitually residing in the European Union and the Seller of the lot you have bought is not a consumer, you have the right under the EU Consumer Rights Directive to cancel your online purchase within 14 days of the date you collect the lot or it is delivered to you. If the Seller of the lot is not a consumer, The Stand will indicate that the EU Consumer Rights Directive applies to this sale by including a DIAMOND symbol ? in the description of the lot.
If you qualify for the cancellation right and wish to exercise it, you must notify us in writing within 14 days of the date you collect the lot, or it is delivered to you ("Cancellation Period"). You are considered to have collected a lot if you (or someone you authorize) collects the lot on your behalf. Within 14 days of sending us the cancellation notice, you must return the property to us at your own cost in the same condition as when it was collected by or delivered to you. If a lot was delivered to you, you should use the same shipping method that was used to deliver the lot to you to return the lot. You must pay all return shipping costs, including any applicable import and customs fees, charges and taxes, and answer for any loss or damage to the lot incurred after it was released to you.
Upon receiving the lot, and provided it is in the same condition as when the lot was collected by or delivered to you, we will reimburse the Purchase Price you paid (less any deductions for loss in value of the Property due to your actions or those of one or more of your agents) by the same means that you used to pay the invoice.
14. The Stand's Rights.
a. Concerns about Funds. The Stand has the right to refuse to accept payment if, in its sole discretion, it has concerns about the accuracy of any of the representations and warranties above, payment comes from a source other than the registered Winning bidder identified by The Stand as the Winning bidder of record, or if it believes that accepting the payment would be unlawful or may subject The Stand to any liability.
b. Unmet Payment Obligations. Without prejudice to any rights the Seller may have, if you fail to pay the full purchase price invoiced (including buyer's premium, applicable tax, and other amounts due) for a lot in good, cleared funds within five (5) days of the close of the auction, we may in our sole discretion exercise one or more of the following remedies:
i. Cancel the sale of the lot, retaining any partial payment as liquidated damages;
ii. Charge interest at 12% per annum from the date payment became due until the date the full purchase price is received in cleared funds;
iii. Resell the lot by auction or private sale, with estimates and a reserve set at The Stand's reasonable discretion, it being understood that in the event such resale is for less than the original hammer price plus buyer's premium for that lot, the initial Winning bidder will remain liable for the shortfall together with all costs incurred in connection with such resale;
iv. Commence legal proceedings to recover the hammer price plus buyer's premium for that lot, together with interest, reasonable attorney's fees, and the costs of such proceedings;
v. Set off the outstanding amount remaining unpaid by the Winning bidder against any amounts which we may owe the Winning bidder in any other transactions; and/or
vi. Release information about the Winning bidder sufficient to enable the Seller to recover the amounts due from the auction, plus costs and reasonable attorneys' fees, in legal proceedings or otherwise.
15. Resolving Disputes. We hope never to have any disputes with you but, if we do, we will first try to resolve it amicably if we (in our sole discretion) believe that we reasonably can. If we do not resolve the dispute, this section contains the important terms to which you and other bidders agree by participating in the auction.
a. Governing Law and Jurisdiction. These Conditions of Sale, as well as bidders', the Winning bidder's, and our respective rights and obligations hereunder, shall be governed by and construed and enforced in accordance with the laws of the England and Wales.
b. Mediation and Arbitration. The Parties agree that any disputes, claims or controversies arising out of or relating to these Conditions of Sale, including any question regarding their existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which rules are deemed to be incorporated by reference into these Conditions of Sale. There shall be a single arbitrator, appointed as follows: the claimant and the respondent shall have twenty-eight (28) days from receipt of the request for arbitration to select an arbitrator. If they cannot agree within the prescribed time, then the LCIA Court shall appoint an arbitrator. The seat, or legal place, of an arbitration will be London, England, unless the parties mutually agree to another location. Confirmation of the arbitration award and any application for injunctive relief in connection with these Conditions of Sale may be sought in any court, or before any tribunal of competent jurisdiction. The prevailing party shall be entitled to recover its reasonable costs and attorney's fees.
c. Limitation of Liability. Under no circumstances shall the aggregate liability of The Stand and the Seller to a Winning bidder exceed the purchase price actually paid. The Stand will not be liable for any errors or failures to execute bids or for any errors or failures caused by (i) a loss of connection to the internet or the Invaluable platform; (ii) a breakdown or problem with the Invaluable Platform; or (iii) a breakdown or problem with a bidder's Internet connection, mobile network or computer.
