CONDITIONS OF BUSINESS FOR BUYERS AT AUCTION for Hong Kong
1. Introduction
In these Conditions of Business for Buyers, “we”, “us” and “our” refers to Sotheby’s Hong Kong Limited and
“you” and “your” refer to Bidders and Buyers. 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
Hong Kong 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. We act as agent for the Seller, unless the Catalogue indicates otherwise, and a sale contract is
made directly between the Seller and the Buyer. Unless we own a Lot in whole or in part, we act solely as agent
for the Seller. A sale contract is made directly between the Seller and the Buyer. On occasion, Sotheby’s may
own a Lot directly, in which case we will act in a principal capacity as the Seller, or a Sotheby’s Group Company
may own a lot, in which case we will act as agent for that Company, or Sotheby’s or Sotheby’s Group Company
may have a legal, beneficial or financial interest in a Lot as a secured creditor or otherwise.
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.
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.
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. The current Buyer’s Premium rate for all auctions
(except Wine and Spirits) is 27% of the Hammer Price for a Hammer Price up to and including HK$7,500,000,
and 22% of any amount of the Hammer Price in excess of HK$7,500,000 up to and including HK$60,000,000,
and 15% of any amount of the Hammer Price in excess of HK$60,000,000. For Wine and Spirits auctions, 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 our online platform, or in the case of a post-auction sale, the agreed sale price. Hammer Price is subject to
any applicable VAT and/or sales or use tax.
Lot: an item (or more than one item of property grouped as one) of property offered for sale. In some cases, a
Lot may be, or may be accompanied by, an experience (an “Experience”). A Lot may be, or may 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.
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 and 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 Hong Kong Limited: the limited company incorporated in Hong Kong, with registered address at
5/F, Manulife Place, 348 Kwun Tong Road, Kowloon, Hong Kong.
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.”
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, prior to the sale of such Lot, 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.
