These conditions set out the terms on which St James’s Auctions Limited (10 Charles II Street, London SW1Y 4AA, company no. 07219137) contract with a seller.
1. General Conditions and Definitions
St James’s Auctions sells as agent for the seller (except where it is stated wholly or partly to own any lot as principal) and as such is not responsible for any default by seller or buyer. These Terms and Conditions apply to the exclusion of any other terms that the seller seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Any representation or statement by St James’s Auctions, in any catalogue as to authorship, attribution, genuineness, origin, date, age, provenance, condition or estimated selling price is a statement of opinion only. The estimate is not an undertaking by St James’s Auctions that the goods will be sold for this amount. St James’s Auctions has absolute discretion without giving any reason to refuse any bid, to divide any lot, to combine any two or more lots, to withdraw any lot from the auction and in case of dispute to put up any lot for auction again. Any indemnity under these Terms and Conditions shall extend to all actions, proceedings costs, expenses, claims and demands whatever incurred or suffered by the person entitled to the benefit of the indemnity. All notices given under these Terms and Conditions may be served personally, sent by 1st class post, or faxed to the address given to the sender by the other party. Any notice sent by post will be deemed to have been received on the second working day after posting, or if the addressee is overseas, on the fifth working day after posting. Any notice sent by fax or served personally will be deemed to be delivered on the first working day following dispatch. These Terms and Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. Each party irrevocably agrees that the Courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Conditions or its subject matter or formation (including non-contractual disputes or claims).
2. Warranty of title and availability
The seller warrants to St James’s Auctions that he/she is the true owner of the property or is properly authorised to sell the property by the true owner, and is able to transfer goods and full title to the property free from any third party claims or encumbrances. The seller further warrants to St James’s Auctions that to the best of his knowledge and belief the goods are genuine, the description given of the goods is accurate and he/she has complied with all requirements legal or otherwise relating to any import or export of the goods and all duties and taxes in respect of the import or export of the goods have been paid. The seller shall indemnify St James’s Auctions, its servants and agents against any loss, damage, costs and expenses (including legal and other professional fees and expenses) suffered in consequence of any breach of these Terms and Conditions on the part of the seller, any claim made against St James’s Auctions concerning the authenticity of the goods and/or any alleged or actual infringement of any third party’s Intellectual Property Right’s or other rights arising out of the auction or sale of the goods.
3. Commission, VAT and expenses
The seller authorises St James’s Auctions to deduct from the hammer price commission at a rate agreed between them prior to the auction.
VAT at the appropriate rate will be charged on the commission to all UK residents, and to other EC residents who are not registered for VAT within the EC. Sellers resident outside the EC are not liable for payment of such VAT. EC resident sellers who are registered for VAT in a country other than the United Kingdom will also be exempt from payment of such VAT provided that notification of their VAT registration is included on the St James’s Auctions’ receipt form prior to the auction. Where lots are sold using the Auctioneers’ Margin Scheme, Customs & Exercise regulations require that the seller’s commission must be charged inclusive of any VAT which may be due. Other service charges made to sellers, such as listed below, will be subject to VAT in accordance with EC VAT legislation. Expenses: Unless otherwise agreed, the seller shall be responsible for all costs relating to: a) any fees for slabbing of lots. This would be agreed on with the seller in advance; b) and any Value Added Tax thereon and on commission. The seller acknowledges St James’s Auctions’ right to retain the buyer’s premium.
4. Declining properties
St James’s Auctions may, at their discretion, decline to offer for sale any items submitted by the seller which St James’s Auctions considers not to be appropriate for their auctions, or where there is reasonable doubt as to the attribution of a lot as described in the catalogue.
5. Withdrawal
The withdrawal of any lot after it has been catalogued is subject to a charge of 15% of the midpoint of the estimate specified in the catalogue or on the consignment receipt.
6. Reserves
The seller shall be entitled to place a reserve on any lot which has a minimum value of £100, being the minimum hammer price at which that lot may be treated as sold. A reserve once placed by the seller shall not be changed without the consent of St James’s Auctions. Where a reserve exceeds the published estimate St James’s Auctions may, at their discretion, withdraw the lot from sale. Where a reserve has been placed, St James’s Auctions may, on behalf of the seller, bid up to that reserve. A reserve must be received by the Auctioneers at least one week prior to the date of sale. Any unsold lots with reserves set in excess of that suggested by the management will be charged 6% of the reserve.
7. Sale Arrangements
The auction will be conducted in accordance with the terms and conditions printed at the back of the auction catalogue. The seller must comply with those procedures in addition to these Terms and Conditions. St James’s Auctions reserves the right to postpone an auction at any time. St James’s Auctions shall endeavour to reschedule the auction within a reasonable period. St James’s Auctions shall have complete discretion as to the way the goods are described and illustrated in the catalogue or any condition report; the place and manner of sale; the decision as to which persons should be admitted to the auction, and as to which bids should be accepted, and whether expert advice should be sought. Any estimate given, orally or in writing, is a matter of opinion only and is not an assurance in relation to the price the goods will eventually achieve. The seller may not withdraw the goods from the auction without the consent of St James’s Auctions. However, St James’s Auctions reserves the right to withdraw the goods at any time if there is any doubt as to their attribution or authenticity, or if there is any doubt as to the seller’s ownership of the goods, or if there is any doubt concerning the seller’s compliance with import or export requirements for the goods, or if the seller has not notified St James’s Auctions of any material alterations to the goods and of any concerns expressed by third parties in relation to ownership, condition or attribution of the goods, or if St James’s Auctions deems it improper to include the goods in the auction, or if there is any breach of these Terms and Conditions. If either St James’s Auctions or the seller withdraws the goods, St James’s Auctions will charge the seller a fee equal to 20% of the reserve or, if no reserve has been agreed at that time, 20% of the estimated value, together with any applicable VAT and storage, handling and administrative charges and other expenses as set out in Section 3.
8. Unsolds
The seller authorises St James’s Auctions to sell any unsold lots by private treaty following the auction, for a price equal to the agreed reserve (subject to the usual St James’s Auctions deductions such as commission and VAT). Where any lot fails to sell, St James’s Auctions shall notify the seller accordingly. The seller shall make arrangement either to re-offer the lot for sale or collect the lot and shall be responsible for the costs of the same, including costs of storage of the goods.
9. Forgeries
If within one month from the date of sale the buyer satisfies St James’s Auctions that the lot is not genuine or authentic or to have been wrongly described in any material respect then St James’s Auctions may rescind the sale and/or repay to the buyer the price paid by him for the lot. The seller agrees to reimburse St James’s Auctions for such amount
paid to the buyer within 7 days of being notified under this clause 1. St James’s Auctions shall exercise a lien over any of the seller’s property under its control as security for the amount due. St James’s Auctions shall not in any circumstances whatsoever be liable for any costs, expenses or damages (whether direct, indirect, special or consequential) incurred or suffered by the seller in respect of any lot, whether or not as a result of any fault, imperfection, error or description or lack of genuineness or authenticity, including but not limited to loss of any kind of profit whatsoever.
10. VAT status (Business sellers)
The seller shall give us all relevant information about his/her VAT status and that of the Lot to ensure that the correct information is printed in the catalogues. This should be given to St James’s Auctions on or before the delivery of the goods.
11. Photographs and illustrations
The cost of illustration is included in the commission. However, St James’s Auctions reserves the right to photograph and illustrate any lot placed in its hands for sale and to use such photographs and illustrations and any photographs and illustrations provided by the seller at any time at its discretion (whether or not in connection with the auction).
12. Title, Risk and Insurance
Title to the goods is retained by the seller until the purchase price and all other sums payable by the buyer in relation to the goods have been paid in full cleared funds to St James’s Auctions. At this point title will transfer from the seller to the buyer. All items delivered to St James’s Auctions for auction shall be covered by St James’s Auctions’ insurance. The value of such goods shall be the amount realised at the auction net of St James’s Auctions usual charges, or if loss or damage should occur prior to auction, the value of which specialised staff of St James’s Auctions estimate to be the value of such goods net of all charges had a sale occurred. St James’s Auctions’ liability commences from the time of handing over the lots to St James’s Auctions or from the time of despatch by the seller or the seller’s agents to St James’s Auctions, subject to packing and despatch being performed by professional fine art carriers acting under the instruction of St James’s Auctions, and shall cease on collection of the lots by the buyer or at the end of the seventh day after the auction, whichever is sooner. If the lots have not been sold, the lots will be at the seller’s risk on collection of the lots or at the end of the seventh day after the auction, whichever is sooner. Claims are limited to the amount of any reserve price or to the hammer price if sold less any selling commission (sold or unsold as applicable) and other costs deductible. If the seller instructs St James’s Auctions not to include the goods under St James’s Auctions’ insurance cover, it will remain at the seller’s risk at all times until the buyer has made payment in full. The seller will indemnify St James’s Auctions and its employees and agents, where demand for any expenses St James’s Auctions or they are found to have been negligent even where such reimbursement is required of a payment made without any legal liability being proved. The seller should notify their insurers of these terms.
13. Liability
Nothing in these Terms and Conditions limits or excludes St James’s Auctions’ liability for death and personal injury resulting from negligence; or any damage or liability incurred by the seller as a result of fraud or fraudulent misrepresentation.
14. Settlement
Settlement will be made by means of a payee cheque drawn in Sterling on an account at Allied Irish Bank, unless agreed otherwise. Settlement will be made one calendar month from the date of sale, however if by that date St James’s Auctions has not received the full amount from the buyer then St James’s Auctions will remit the sale proceeds within five working days after the date on which the full amount is received from the buyer. If the buyer fails to pay the full amount within 35 days after the date of auction, St James’s Auctions shall be entitled to agree special terms on the seller’s behalf for payment, storage and insurance, and to take any steps considered necessary to collect the amount due from the buyer. However, St James’s Auctions shall not be obliged to remit the price due to the seller, nor to take any legal proceedings on his/her behalf.