CONDITIONS OF BUSINESS FOR BUYERS for New York
(formerly referred to as “Conditions of Sale”)
1.Introduction
In these Conditions of Business for Buyers, “we”, “us” and “our” refers to Sotheby’s, Inc. and “you” and “your” refer to Bidders and Buyers. For New York
Wine & Spirits auctions, “we”, “us” and “our” refers to both Sotheby’s, Inc. and Sotheby’s Wine. If you are an agent acting on behalf of a principal, “you”
and “your” refer to both principal and agent. Capitalized terms will have the meaning set out in Condition 2.
These Conditions of Business for Buyers are the terms and conditions applicable to Bidders and Buyers in our New York auctions (both live and timed
auctions). The Conditions of Business for Buyers include the Authenticity Guarantee and any other additional conditions that are expressly stated as
applicable to a sale, and they may be amended by any oral or written announcement or notice prior to or during the sale. Our and the Seller’s relationship
with Buyers and any Bidders in relation to the Lots offered in a sale is governed by these Conditions of Business for Buyers and the express representations
and warranties and indemnity given by the Seller. In relation to a sale, where applicable, any reference by us to “Conditions of Sale” or “Terms of Guarantee,”
should be understood to mean these Conditions of Business for Buyers and the Authenticity Guarantee, respectively. A sale contract is made directly between
the Seller and the Buyer. In some cases, we act as agent for the Seller, and in some cases a Sotheby’s Group Company may own a Lot and/or may have a
legal, beneficial or financial interest in a Lot as a secured creditor or otherwise. For New York Wine and Spirits auctions, Sotheby’s Wine acts as agent for the
Seller (though in some cases a Sotheby’s Group Company may own a Lot and/or may have a legal, beneficial or financial interest in a Lot as a secured creditor
or otherwise), and Sotheby’s Inc. conducts the auction.
By registering for an auction, including through our Online Platforms, you agree to be bound by these Conditions of Business for Buyers.
We may change these Conditions of Business for Buyers from time to time in our sole discretion, without notice to you or to the Seller, by posting such
changes on the Sotheby’s website at www.sothebys.com. It is your and the Seller’s responsibility to periodically check the Conditions of Business for Buyers
for changes by clicking the link “Conditions of Business.” You will know if these Conditions of Business for Buyers have been revised since your last review
by referring to the “Last Modified” date at the bottom of this page. If you do not agree to the current Conditions of Business for Buyers, you should refrain
from registering to bid in an auction.
2.Defined Terms
Authenticity Guarantee: the guarantee we provide as principal to the Buyer in relation to a purchased Lot, as set out in Condition 15. In relation to a sale,
where applicable, any reference by us to the “Terms of Guarantee” should be understood to mean the Authenticity Guarantee.
Bidder: any person or entity registered to bid in a sale.
Buyer: the buyer of record of a Lot.
Buyer’s Expenses: any costs or expenses, plus any applicable VAT and/or sales or use tax, due to us from the Buyer in respect of the purchase of a Lot
including but not limited to shipping costs and credit card surcharges.
Buyer’s Premium: the commission the Buyer must pay to us as part of the Purchase Price for auction Lots. The Buyer’s Premium rate is subject to change at
any time. Effective as of February 13, 2026, Buyer’s Premium rate for all auctions except Wine and Spirits is 28% of the Hammer Price for a Hammer Price
up to and including $2,000,000, 22% of any amount of the Hammer Price in excess of $2,000,000 and up to and including $8,000,000, and 15% of any amount
of the Hammer Price in excess of $8,000,000. For Wine and Spirits Lots, the Buyer’s Premium rate is 24% of the Hammer Price for all Lots. Buyer’s Premium
is subject to any applicable VAT and/or sales or use tax.
Catalogue: the list of Lots offered in a sale and associated information, available on our website, any Sotheby’s Group application and, in some cases, in
printed form.
Hammer Price: for each auction Lot sold, the last price accepted for the Lot by the auctioneer or acknowledged by the Sotheby’s online bidding system, or
in the case of a post-auction sale, the agreed sale price.
Lot: an item (or more than one item of property grouped as one) of Property offered for sale at auction. In some cases, a Lot may be, or may be accompanied
by, an experience (an “Experience”). A Lot may be or include an NFT (or more than one NFT), and the term “NFT” may be used to refer to any such Lot.
NFT: a non-fungible token established on a blockchain.
Online Platforms: our websites, any Sotheby’s Group application, and any other online means through which we enable Bidders to bid on Lots in our sales.
Overhead Premium: the fee the Buyer must pay to us as part of the Purchase Price for Wine and Spirits Lots, as an allocation of overhead costs relating to
our facilities, property handling and other administrative expenses. The Overhead Premium rate is subject to change at any time. The current Overhead
Premium rate is 1% of the Hammer Price. Overhead Premium is subject to any applicable VAT and/or sales or use tax.
Parcel: a group of Lots of the same type and quantity of wine. There may be some discrepancies between the different Lots in a Parcel with respect to level,
condition or otherwise, as set out in the catalogue descriptions for each Lot.
Purchase Price: for auction Lots, the Hammer Price plus the Buyer’s Premium, Overhead Premium (as applicable), any applicable VAT and/or sales or use
tax, and any applicable artist resale right royalty payable by the Buyer on a qualifying Lot.
Referenced Content: with respect to an NFT, the metadata (excluding any legal terms and conditions embedded or referenced therein), content, digital
asset and/or physical item, if any, to which the NFT relates.
Reserve: the confidential minimum Hammer Price at which an auction Lot can be sold.
Seller: the person(s) or entity(ies) on whose behalf we are offering a Lot for sale. Where a Sotheby’s Group Company owns a Lot, Sotheby’s acts in a principal
capacity as Seller.
Sotheby’s, Inc.: the company incorporated in New York, with its headquarters at 1334 York Avenue, New York, NY 10021.
Sotheby’s Group: Sotheby’s Holdings UK Limited and any entities in which it holds, from time to time, directly or indirectly, more than 50% of the issued
share capital; and each, a “Sotheby’s Group Company.”
Sotheby’s Wine: the company incorporated as 72nd and York Inc., a wholly owned subsidiary of Sotheby’s, Inc., d.b.a. Sotheby’s Wine.
VAT: any applicable Value Added Tax or goods and services tax, or an amount in lieu of Value Added Tax or goods and services tax, as the case may be, at
the prevailing rate.
3.The Lots
(a) All Lots are offered for sale in the condition they are in at the time of the sale. You acknowledge that many Lots are of an age and type such that they
are not in perfect condition. Catalogue descriptions and condition reports may refer to imperfections of a Lot or Referenced Content, but Lots or Referenced
Content may have other faults not expressly referred to in the Catalogue or condition report. Illustrations are for identification purposes only and may not
convey full information as to the actual condition of a Lot or Referenced Content.
(b) You accept responsibility for carrying out your own inspections and investigations of Lots in which you may be interested. You should inspect a Lot
before bidding to determine and to satisfy yourself as to its condition, size, description and whether it has been repaired or restored, as applicable, and we
accept bids on Lots solely on this basis. Condition reports may be available to assist when inspecting Lots. Lots may be available for viewing in person at our
premises or another location and viewing information will be available on our website. For any NFT Lot, in addition to the foregoing, you are solely responsible
for reviewing and inspecting the smart contract, if available, prior to your purchase.
(c) You acknowledge that our knowledge of each Lot is partially dependent on information provided by the Seller, and we are not able to and do not
carry out exhaustive due diligence on each Lot. Information provided to you regarding any Lot, including any estimates, information in the Catalogue,
condition reports, or information in respect of the age of hand-coloring in maps, atlases or books, is a matter of opinion only and not a representation of
fact. This information is dependent upon, among other things, the condition of the Lot, the degree of research, examination or testing that is possible or
practical in the circumstances, and the status of generally accepted expert opinion, research and scientific or technical analysis at the time of cataloguing.
Any estimates should not be relied upon as a prediction of the selling price or value of a Lot and may be revised from time to time in our absolute discretion.
(d) If the Lot is an NFT, you acknowledge and agree that our staff are not information technology or data experts, and that by bidding in the auction of
the NFT, or otherwise purchasing or acquiring the NFT, you accept that NFTs are subject to inherent technological risks which may affect their performance
now or in the future. You further acknowledge and agree that the characterization and regulatory scheme governing NFTs, cryptocurrencies, and blockchain
technology is uncertain and undetermined, that your purchase and/or receipt of the NFT complies with applicable laws and regulations in your jurisdiction,
and that new regulations or policies may materially adversely affect the sale or resale of the NFT.
(e) If the Lot is an NFT, you acknowledge and agree that the NFT may be subject to resale royalties, including to a Sotheby’s Group Company, through
application of the smart contract or other technical solution on any subsequent resales of the NFT. On any such resale by you, you may be obligated to
collect and remit to the appropriate party resale royalties as applicable, and you are responsible for any network fees and/or gas fees that may apply to such
payments as well as any transaction duties imposed by law.
(f) We reserve the right to withdraw any Lot from an auction or to cancel an auction, whether prior to or during the auction, and we will not be liable to
you for any claims, causes of action, liabilities, damages, losses, or expenses in connection with such withdrawal or cancellation.
(g) Unless otherwise specified, all auction Lots are offered subject to a Reserve. The Reserve for a Lot cannot exceed the Lot’s low estimate. In an auction,
you acknowledge that we may reduce the Reserve for any Lot at any time during the auction, provided it has been agreed with the Seller prior to any such
reduction.
(h) Each Lot offered will be referenced by its Lot number assigned in the Catalogue. Unless we specify otherwise, bids must be on a per-Lot basis.
(i)Experiences will be fulfilled by the relevant entity or entities specified in its description in the Catalogue. We do not plan, host, operate, fulfill, endorse,
verify, vouch for, investigate or vet any Experience. For each Experience, any incidental costs and expenses such as fees for travel, food or lodging are the
sole responsibility of the Buyer unless otherwise expressly stated in the Experience description.
(j)The Buyer is solely responsible for identifying and obtaining any necessary export, import, firearm, endangered species or other permit for a purchased
Lot. Any symbols or notices in the Catalogue reflect our reasonable opinion at the time of cataloguing and are included for informational purposes only.
Without prejudice to Condition 3(k), neither we nor the Seller make any representations or warranties as to whether any Lot is subject to export or import
restrictions or any embargoes. The denial of any permit or license will not justify cancellation or rescission of the sale or excuse any delay in payment. We
will not deliver a firearm to a Buyer unless the Buyer has first supplied evidence to our satisfaction of compliance with this Condition.
(k) DISCLAIMER OF WARRANTIES:
(i)All Lots are offered for sale “AS IS,” without any guarantee, representations or warranties by us or the Seller, except for the express representations and
warranties given by the Seller and the Authenticity Guarantee, which we, as principal, provide to the Buyer. We and the Seller disclaim all implied warranties,
including but not limited to merchantability and fitness for a particular purpose, except in so far as such obligations cannot be excluded by law. Neither we
nor the Seller give you any guarantee, representation or warranty as to the correctness of the Catalogue or other images or descriptions of the condition,
completeness, size, quality, rarity, value, importance, medium, frame, provenance, exhibition history, or literary or historical relevance of any Lot, and no
statement anywhere, whether oral or written, will be deemed such a warranty, representation or assumption of liability. Except as expressly set forth
elsewhere in these Conditions of Business for Buyers, neither we nor the Seller make any representations or warranties as to whether any Lot is subject to
copyright or whether the Buyer acquires any copyrights, including but not limited to, any reproduction rights in any Lot.
(ii) In the case of NFTs, in addition to the above and except for the express representations and warranties given by the Seller and the Authenticity
Guarantee, which we, as principal, provide to the Buyer, neither we nor the Seller make any representations or warranties as to the following: (1) whether
the NFT or any Referenced Content is subject to copyright; (2) the nature, character, contents, condition, behavior, operation, performance, security,
integrity, metadata, persistence, quality, technical details or terms of the smart contract, NFT or the Referenced Content, including without limitation any
further iterations of the same; (3) that the smart contract, NFT or Referenced Content or the delivery mechanism for the NFT does not contain vulnerabilities,
viruses or malware or other harmful components, or that either will function as any bidder or Buyer expects or without error or mistake; (4) the uniqueness
of the Referenced Content; (5) that the NFT is reliable, correctly programmed, compatible with your or others’ computer systems, up-to-date, error-free,
compatible with your digital wallet or meeting your requirements, or that defects in the NFT can or will be corrected; or (6) the accuracy or reliability of any
simulation or videos depicting the intended performance of the NFT or the Referenced Content, whether displayed on our websites or on any other platform.
4.Representations and Warranties
(a) You represent and warrant to us and the Seller that at all relevant times:
(i)your bids on any Lot are genuine, are not the product of any collusive or other anti-competitive agreement and are otherwise consistent with any
applicable antitrust laws, and you have not solicited, requested or induced any other party to refrain from bidding, or participated in any joint bid for the
purpose of restraining competition;
(ii) your performance under these Conditions of Business for Buyers has not and will not violate any applicable law, regulation or code in any jurisdiction;
(iii) regarding any Lots containing alcoholic beverages, where required by applicable law, you are properly licensed, permitted or otherwise authorized to
purchase, receive, possess and/or cause to transport alcoholic beverages;
(iv) your purchase of a Lot and, if you are acting as an agent on behalf of a principal, the arrangement between you and your principal, will not facilitate
tax crimes;
(v) you have no knowledge or reason to suspect that (1) the funds used to purchase a Lot are connected with the proceeds of criminal activity, or (2) you
or your principal, if applicable (or, if you are an entity, any person(s) or entity(ies) with a beneficial or ownership interest in you), are under investigation,
charged with, or convicted of any substantive or predicate money laundering or economic sanctions crime, terrorist activity, tax evasion or act in violation
of any anti-bribery or anti-corruption laws or regulations;
(vi) you (and your principal, if applicable) are not, nor are you (or your principal, if applicable) owned (in whole or in part), controlled, or acting on behalf
of, an entity or individual that is: (1) the subject of economic sanctions, embargoes or other trade restrictions in any jurisdiction, including those administered
and enforced by the United States, European Union or any of its member states, United Kingdom, United Nations Security Council, or other applicable
sanctions authority (collectively, “Sanctions”), or (2) located, organized, or resident in a country or territory that is the subject of Sanctions (including Crimea,
Cuba, Iran, North Korea, Syria, the Russian Federation and Belarus) (collectively, “Sanctioned Jurisdictions”);
(vii) you (and your principal, if applicable) are currently in compliance, and for the past five years have complied, with applicable Sanctions, anti-money
laundering, anti-terrorism, and anti-bribery or anti-corruption laws;
(viii) the Purchase Price will not be funded directly or indirectly by or from anyone that is the subject of Sanctions or located, organized, or resident in a
Sanctioned Jurisdiction;
(ix) no party directly or indirectly involved in the transaction is the subject of Sanctions or is owned (in whole or in part) or controlled by any individual or
entity that is the subject of Sanctions or otherwise located, organized, or resident in a Sanctioned Jurisdiction, except as expressly authorized in writing by
the government authority having jurisdiction over the purchase and with our prior express written consent;
(x) if you are acting as agent on behalf of a principal or otherwise are bidding on behalf of any other party, you have taken all steps reasonably designed
to ensure compliance with Sanctions, anti-money laundering, anti-terrorism, antitrust and anti-bribery or anti-corruption laws, including but not limited to,
conducting appropriate due diligence on all relevant parties, including the identities of all parties with a financial interest in a bid and the source of funds for
any bid. You will retain and make available upon request the documentation evidencing such due diligence for at least five years after the purchase. All
commissions or other monetary compensation payable to you for this consignment have been authorized by your principal (or any other party on whose
behalf you are bidding) and comply with Sanctions, anti-money laundering, anti-terrorism, antitrust, and anti-bribery or anti-corruption laws, and your
purchase will not cause (or otherwise result in) us, Sellers, or anyone else to violate any Sanctions, anti-money laundering, anti-terrorism, antitrust, or antibribery or anti-corruption laws; and
(xi) you have full legal authority without any further action or other party’s consent to enter into and perform under these Conditions of Business for
Buyers and to give these representations and warranties; if you are an entity, the individual bidding on your behalf is authorized to do so and the entity is
duly incorporated or formed, validly existing and in good standing in the jurisdiction where it is incorporated or formed.
(b) We may, in our sole discretion, rescind the sale of a Lot if we reasonably determine that (i) any of the Seller’s representations or warranties is
inaccurate, incomplete or breached; or (ii) the sale has subjected or might subject us or the Seller to liability.
5.Indemnity
You shall indemnify and hold us, each Sotheby’s Group Company, our and their respective officers and employees, and the Seller harmless against any and
all claims, causes of action, liabilities, damages, losses, and expenses (including but not limited to reasonable attorneys’ fees), arising out of or in connection
with any inaccuracy, incompleteness or breach of any of your representations or warranties or breach of your obligations under these Conditions of Business
for Buyers to the fullest extent permitted by law.
6.Bidding
(a) You must create an account and provide the requested information in order to bid, which may include providing credit card, debit card or, where applicable,
bank account details which our third-party payment service provider will store as a payment method for your purchases, including for charges and debits as set
forth in Condition 8(a)(iv). We may require financial references, guarantees, deposits or other security, as we determine necessary or appropriate.
(b) To bid on a Lot containing an NFT, you must have a digital wallet capable of supporting and accepting the NFT.
(c) To bid on any auction Lot designated as a “Premium Lot,” you must complete the required Premium Lot pre-registration application. We must receive
your application at least 3 business days prior to the commencement of the auction, and our decision whether to accept your application will be final. Online
bidding may not be available for Premium Lots.
(d) We advise Bidders to place their bids directly, either in person at the auction (where available) or through our Online Platforms. If you elect to bid or
to participate in an auction held through an Online Platform, you are responsible for making yourself aware of all salesroom notices and announcements,
which will be available on the Online Platforms.
(e) We also accept written bids and telephone bids, by arrangement with the Bids Department. A written bid, also known as an absentee bid, is where a
Bidder submits a maximum bid ahead of a live auction, which will be executed on the Bidder’s behalf by the auctioneer at the lowest bid increment possible,
as may be determined at the auctioneer’s discretion, and never for more than the maximum amount the Bidder indicates. Written bids and telephone bids
are offered as a courtesy for no additional charge, at the Bidder's risk and subject to our other commitments at the time of the auction. We will seek to carry
out written bids, endeavoring to ensure that the first received of identical written bids has priority. We will not accept liability for failure to place written or
telephone bids.
(f) For certain sales, Bidders are permitted to submit via the Online Platform a maximum bid before the start of a live auction (an “Advance Bid”). Advance
Bids will be executed on your behalf automatically up to your predefined maximum value in response to other bids placed on the Lot, including bids placed
by us on behalf of the Seller, up to the amount of the Reserve (if applicable). The current leading bid will be visible to all Bidders; the value and status of
your Advance Bid will be visible only to you, unless it is the leading bid. Once the live auction begins, the auctioneer will open bidding at the current leading
bid. The system will continue to bid on your behalf up to your predetermined maximum bid, or you may continue to bid via the Online Platforms during the
live auction at the next increment.
(g) All bidding will be in the currency of the sale location. As a courtesy to Bidders, a currency board is operated in many salerooms for live auctions for
informational purposes only. Online Bidders will not be able to see any such currency conversion board that may be displayed in the auction room.
(h) We reserve the right to refuse or revoke permission to bid before or during a sale for any reason. For live auctions with bidding in person, we may
refuse admission to the auction. For timed auctions, we also reserve the right to deactivate your account at any time prior to, during, or after an auction.
(i)For timed auctions, live auctions with Advance Bidding, and online sales, you may cancel a bid after you place it only if (i) the description of or the condition
report for the Lot has been materially revised after the bid was placed; or (ii) a notice regarding the Lot has been posted on our website after the bid was
placed. Other than in the foregoing limited circumstances, you agree that any bid you place, regardless of the means by which you have done so, is final and
you will not be permitted to amend or retract it. For all auctions and sales, should your bid be successful, you irrevocably agree to pay the full Purchase Price
and any applicable Buyer’s Expenses. We are not responsible for any errors that you make or that are made through your Sotheby’s account in placing a bid
on a Lot.
(j)If you are an Interested Party (as defined below), you may not bid on the Lot, permit any other person to do so on your behalf, or have any agreement or
arrangement with a bidder in connection with the Lot, unless you receive written approval from us prior to bidding (which may be granted in Sotheby’s sole
discretion). An “Interested Party” means any party (i) with a direct or indirect financial interest in the Lot, such as the beneficiary of an estate selling the Lot or the
joint owner of a Lot, or (ii) who has worked in connection with the sale of the Lot. If you are an Interested Party who wishes to bid on a Lot, you must notify us of
your intention to bid at least two business days prior to the commencement of the auction. You may not bid unless and until you receive written approval from us
to do so. If we provide written approval for you to bid, we reserve the right to require that you bid by means other than bidding in the sale room. If you do bid in
violation of this Condition or do not follow the procedures prescribed, we reserve the right to cancel your bids on and/or the sale of a Lot to you.
7.Conduct of an Auction
(a) An auction is by its nature fast-moving and bidding may progress very quickly. In a live auction, the auctioneer will commence and advance the bidding
at levels and in increments the auctioneer considers appropriate (including by reference to any advance bids made). The auctioneer has discretion to vary
bid increments in the auction room and on the telephone but Bidders using Online Platforms may not be able to place a bid that is less than a whole bidding
increment above the previous bid.
(b) In a timed auction, bidding opens at an amount that is at or below the low estimate for the Lot and escalates in bid increments that we determine.
We may vary the amount of the bid increments during a timed auction. Lots will be closed sequentially, either by the online system or, in some cases, by a
live auctioneer. If closed by the online system, Lots will close sequentially in 30-second or one-minute intervals (as indicated on the sale page) unless a bid
is placed within one minute of a Lot’s scheduled closing time, in which case we will extend the sale of that Lot by two minutes from the time of the last bid
and such extensions may be repeated for a maximum period of two hours. The extension of any Lot’s closing time does not affect any other Lot’s closing
time; therefore, it is possible that Lots will close out of numerical Lot order.
(c) With respect to Parcels, at the auctioneer’s discretion, the successful Bidder of the first Lot in a Parcel will have the option, but not the obligation, to
purchase in consecutive order one or more of the remaining Lots in the Parcel, each at the same successful bid price as the first Lot. If any Lots in the Parcel
are not purchased, the auctioneer will open the bidding on the next unsold Lot in the Parcel, and the successful Bidder of that Lot will have the option, but
not the obligation, to purchase in consecutive order one or more, if any, of the remaining Lots in the Parcel, each at the newly-established successful bid
price.
(d) The auctioneer (or, in a timed auction, the online system) may open bidding on any Lot by placing a bid on behalf of the Seller below the Reserve. The
auctioneer and Sotheby’s representatives may further bid by placing successive or consecutive bids for a Lot up to the amount of the Reserve, or if there is
an irrevocable bid on the Lot, up to the amount of the irrevocable bid. In a timed auction, such bids will be counted toward the total bid count displayed on
the Online Platform.
(e) The auctioneer (or, in a timed auction, the online system) may refuse or reject any bid, including bids that have previously been accepted, withdraw
any Lot, or reopen or continue the bidding (including after the fall of the hammer or, in a timed auction, the close of a Lot). If the Reserve for a Lot is not
met, the auctioneer may withdraw the Lot from sale, and the auctioneer or online system will announce that the withdrawn Lot has been “passed”,
“withdrawn”, “returned to owner,” “unsold,” “bought-in” or the equivalent.
(f) In the case of error or dispute with respect to bidding, either during or after the auction, we in our sole discretion may refuse any bid, withdraw a Lot,
determine who the Buyer is, continue or re-open the bidding, cancel the sale of a Lot, or re-offer and re-sell a Lot (including after the fall of the hammer or,
in a timed auction, the close of a Lot), and take such other action as we reasonably deem appropriate. In the case of any dispute, our sale record will be
absolute and final. In the event of any discrepancy between any online records or messages provided to you and our sale record, our sale record will prevail.
Where we decide to cancel the sale of a Lot or to re-offer and sell a Lot following an error or dispute with respect to bidding, we will notify the Buyer of such
decision as soon as reasonably practicable.
(g) Subject to Conditions 7(e) and 7(f), the Buyer will be: in a live auction, the highest Bidder accepted for a Lot at the fall of the hammer; in a timed
auction, the highest Bidder accepted for a Lot on the close of the Lot; in the case of a Bidder bidding as agent, such Bidder’s principal will be the Buyer. This
means that, subject to Condition 7(e), the sale contract between the Buyer and the Seller is concluded on the striking of the auctioneer’s hammer in a live
auction, or on the close of a Lot in a timed auction, whereupon the Buyer becomes liable to pay the full Purchase Price and any applicable Buyer’s Expenses.
The sale contract between the Seller and the Buyer of a Lot will be final at the end of the auction session.
(h) Any post-auction sale of Lots will be made pursuant to these Conditions of Business for Buyers.
8.Payment
(a) Generally.
(i)Buyers will be invoiced after the sale. For online Bidders, the purchase information shown in the “My Bids” section of the Sotheby’s App and in the
“Account Activity” section of “My Account” on our website is provided for your convenience only. In the event of any discrepancy between the online
purchase information and the invoice(s) we send you following the sale, the invoice will prevail. Where we process payments through third-party payment
service provider, such provider may post operating rules related to payment on their respective websites and change such rules from time to time.
(ii) For auction Lots, the Buyer’s Premium and Overhead Premium (as applicable) will be added to the Hammer Price on a per-Lot basis and are payable
by the Buyer as part of the Purchase Price.
(iii) The Buyer also must pay as part of the Purchase Price any applicable sales tax, compensating use tax, VAT, consumption tax, goods or services tax
or other indirect taxes, luxury tax, excise tax, and duties or tariffs (collectively, “Taxes”), as well as any applicable artist resale right royalty, on the purchase
of a Lot where and as required by applicable law. We will collect any applicable Taxes and artist resale right royalty on the purchase of a Lot where and as
required by applicable law. The Buyer shall pay the Purchase Price in full without any deduction for taxes of any kind, unless such deduction is required by
law. In any such case, the amount due to us from the Buyer will be increased to an amount that after deduction for any such taxes leaves an amount equal
to the Purchase Price.
(iv) For certain sales, as notified on the Lot page and/or during the bidder registration process, if the aggregate sum of the Purchase Price and the Buyer’s
Expenses that you owe us for any Lot(s) is $100,000 or less, you authorize us and our third-party payment service provider to immediately (and, in any event,
(x) within 5 business days after the sale for the Purchase Price and (y) within 5 business days after your receipt of the invoice for the applicable Buyer’s
Expenses) charge or debit your account for the Purchase Price and the Buyer’s Expenses up to a maximum aggregate amount of $100,000 using the payment
details provided by you as part of the bidder registration process. We may do this in more than one charge or debit, but we will not charge or debit more
than $100,000 in the aggregate from your account for the Purchase Price and the Buyer’s Expenses. This amount is in addition to the $10,000 maximum
aggregate amount that we are authorized to charge or debit for interest as set forth in Condition 9(d) and the $10,000 maximum aggregate amount that we
are authorized to charge or debit for late collection charges as set out in Condition 10(a)(iv). To the extent we do not exercise our ability to charge or debit
your account for the full amount of the Purchase Price and/or all of the Buyer’s Expenses due to us for any Lot(s), we will send you an invoice setting out any
balance that you owe for such Lot(s) which shall be payable by any permitted payment method immediately and in any event within 5 business days after
your receipt of the invoice. We may agree, in our discretion, to accept payment in full for your purchased Lot(s) by any permitted payment method
immediately upon the conclusion of the sale instead of exercising our right to charge or debit your account as set out in this Condition 8(a)(iv).
(v) Payment of the Purchase Price for a Lot and any Buyer's Expenses is due from the Buyer in the currency of the relevant sale (except to the extent
permitted in Condition 8(b)) immediately upon conclusion of the auction, notwithstanding any requirements for export, import or other permit. The Buyer’s
obligation to pay the full Purchase Price and any applicable Buyer’s Expenses is absolute and unconditional and is not subject to any defenses, setoffs or
counterclaims of any kind whatsoever.
(vi) We will not accept payment from a source other than the Buyer. If you are registered to bid as a company, your company will need to pay for any
purchases in the name of the company via an accepted payment method. Partial payment for a Lot is not permitted.
(vii) Title in a purchased Lot will not pass to the Buyer until we have received the full Purchase Price in cleared funds. We will release a Lot to the Buyer or
Buyer’s agent after we have received from the Buyer the full Purchase Price and any applicable Buyer’s Expenses in cleared funds and appropriate
identification of the Buyer and Buyer’s agent (if any), unless we are prevented from doing so by an event beyond our control. Any earlier release does not
affect the passing of title or the Buyer’s unconditional obligation to pay the full Purchase Price and any applicable Buyer’s Expenses.
(b) Payment in cryptocurrency: payments made in cryptocurrency shall be subject to the terms of this Condition 8(b) in addition to the terms set forth in
Condition 8(a) above.
(i)We will accept payment in cryptocurrency only for Lots designated as eligible for such in the Catalogue or by any oral or written announcement or notice
prior to or during the sale, and only from Buyers located in countries that are supported by, and only in cryptocurrencies that are supported by, our
cryptocurrency payment processor at the time of payment (a list of supported countries and supported cryptocurrencies can be provided to you upon your
request).
(ii) We will provide an invoice with a payment link for payment of the Purchase Price in cryptocurrency through our cryptocurrency payment processor.
The amount due will be the sum of the cryptocurrency equivalent of the Purchase Price at the time payment is made of the amount invoiced and any
applicable Buyer’s Expenses, which may include but is not limited to the processing fee required to successfully conduct the transaction through our
cryptocurrency payment processor.
(iii) Payments in cryptocurrency will not be accepted other than in accordance with this Condition 8(b). If you make payment in cryptocurrency other than
in accordance with Condition 8(b), including where we determine or reasonably believe, in our sole discretion, that any of your representations and
warranties are inaccurate, incomplete or breached, we may, in our sole discretion, cancel the sale of the Lot to you, hold you responsible for all third-party
fees (including, without limitation, network fees, taxes, transfer fees, etc.) and/or require you to pay in the fiat currency of the sale. In addition, in the event
we make any refund of Taxes to you and you paid such Taxes using cryptocurrency, you understand and agree that we may, at our sole discretion, refund
you (1) where permissible, the same amount(s) of the same cryptocurrency that you paid to us for such Taxes; (2) the amount(s) in fiat currency that we
invoiced to you for such Taxes; or (3) the fiat currency equivalent at the time the refund is made of the amount(s) of cryptocurrency that you paid for such
Taxes. In no circumstance will you be entitled to receive any appreciation on the value of the cryptocurrency that you provided to us as payment in connection
with a refund.
(iv) Once you initiate a cryptocurrency transaction, the transaction cannot be reversed; this is inherent in the nature of cryptocurrencies and not a policy
set by us. You accept the exchange rate provided to you by our cryptocurrency payment processor and are responsible for following any instructions
provided to you to make such payment.
(v) If you make payment in cryptocurrency from a digital wallet or account, you represent and warrant the following: (1) you own the digital wallet and
the cryptocurrency used to make payment; (2) the digital wallet or account is not directly or indirectly hosted, operated, or otherwise controlled by anyone
that is the subject of Sanctions or located, resident, or organized in a Sanctioned Jurisdiction; (3) the cryptocurrency or any other assets in the digital wallet
or account used for the bid or purchase were not sourced from anyone that is the subject of Sanctions or located, resident, or organized in a Sanctioned
Jurisdiction; and (4) your payment in cryptocurrency will not cause (or otherwise result in) us, Sellers, or anyone else to violate any Sanctions, anti-money
laundering, anti-terrorism, anti-bribery or anti-corruption laws, or any other applicable laws. We may, in our sole discretion, refuse payment in
cryptocurrency from any Buyer if we reasonably determine any of the Buyer’s representations or warranties are, or would be as a result of such payment,
inaccurate, incomplete or breached.
(vi) We shall have no liability for any payment made by you in cryptocurrency that is not received by us or our cryptocurrency payment processor, as
applicable, for whatever reason.
(vii) You acknowledge the risks inherent to the use of cryptocurrency, including without limitation the risk of faulty or insufficient hardware, software, and
internet connections; the risk of introduction or intrusion of malicious code or software; the risk of hacking or unauthorized access to your digital wallet or
information stored therein, or of theft or diversion of funds therefrom; volatility and unstable or unfavorable exchange rates; and the risk of unfavorable
regulatory intervention and/or tax treatment in relation to transaction in such currency. We will have no liability for any of the foregoing.
