东南亚当代艺术

INTRODUCTION
These Conditions are the basis of Bonhams’
agreement with the Seller. Please read them carefully
and ask for an explanation of anything that you do
not understand. Please note all Online Sales are also
subject to our Online Conditions of Business – see
Paragraph 18, as are those Hybrid Sales where inperson inspection is not made available.
Under the terms of this agreement we act as your
agent. This means you will be responsible for all
statements and representations made by us on your
behalf and you will be the principal to the Contract
for Sale with the Buyer of the Lot and responsible for
breaches of that contract. For that
reason you are required to give us certain warranties
and undertakings about the Lot and yourself in
paragraph 4, and you must ensure that what you tell
us about the Lot and yourself (and the owner if you are
representing the owner) is correct and complete. You
must check the Lot Entry (see paragraph 6.3) if it is
made available to you prior to the Sale. As your agent,
we are not under any obligation, either to you or to any
Buyer, under the Contract for Sale which you make
through us. Our liability to you
is governed by this agreement, which contains
limitations of that liability, in particular set out in
clauses 1.3.4, 2 and 16.
For Live and Hybrid Sales, we will offer the Lot for
sale on the terms of the Contract for Sale at Appendix
1 below. For Online Sales, the relevant Contract of
Sale can be found on our website under our Terms
and Conditions. The way in which we conduct
auctions are explained in our Notice to Bidders as
set out in the catalogue. The Contract for Sale will
govern your relationship with any Buyer. We also
have our own agreements with any Buyer, our Buyer’s
Agreements.
Definitions and a Glossary of words and phrases
used by us in these Conditions of Business and these
associated documents are included at the end of
these Conditions. Words and
and phrases that appear in the List of Definitions are
printed in italics.
We will provide you with copies of all documents
relevant to our agreement before you enter the
agreement with us. You should familiarise yourself
with them because by entering into an agreement,
you consent to our selling the Lot on your behalf in
accordance with our Notice(s) to Bidders and on the
terms of the Contract for Sale and also consent to
our entering into our Buyer’s Agreements with any
Buyer.
You should in particular be aware of the Guarantee
contained in the Buyer’s Agreements, which we give
personally to the Buyer. Subject to the terms of the
Guarantee, we undertake to rescind the sale of the
Lot at the Purchase Price any Forgery (and, in the
case of Stamps, Lots which do not comply with their
Contractual Description, and in the case of Books,
Lots which do not contain text or illustrations) and,
in this agreement with you, you agree to reimburse
us for our costs and expenses in performing this
Guarantee (see paragraph 14).
All of the documents referred to above are subject to
alteration by us before the sale of your Lot, but we
will only alter them in a way which is reasonable as
between you and us.
DATA PROTECTION – USE OF YOUR
INFORMATION
Where we obtain any personal information about
you, we shall only use it in accordance with the
terms of our Privacy Policy (subject to any additional
specific consent(s) you may have given at the time
your information was disclosed). A copy of our
Privacy Policy can be found on our Website www.
bonhams. com or requested by post from Customer
Services Department, Suite 2001, One Pacific Place,
88 Queensway, Admiralty or by email from info@
bonhams.com
1. OUR OBLIGATIONS
1.1 Subject to any express written agreement
we may make to provide additional (or
fewer) services, we will:
1.1.1 if you bring the Lot in to us for examination
or if we agree to examine it elsewhere, carry
out the limited examination of the Lot which
we describe in paragraph 1.2.1;
1.1.2 based on any information you give to us
about the Lot or we may have obtained
about it, (including as a result of any
Standard Examination we have carried out)
publish a brief Entry about the Lot in the
Catalogue or e-catalogue for the Sale in
which the Lot is to be offered on the basis
explained in paragraph 1.3 and paragraph
6;
1.1.3 agree a Reserve, or that the Sale will be
Without Reserve, in accordance with
paragraph 7;
1.1.4 take delivery of and store the Lot in
accordance with paragraph 8;
1.1.5 include the Lot in any pre-sale viewings
(whether for a Live, Hybrid or Online Sale)
or any other viewings as Bonhams may
think fit and enter the Lot in the Sale;
1.1.5.1 produce a Condition Report in respect
of the Lot where requested to do so by a
potential Buyer if we think it appropriate to
do so;
1.1.6 conduct the Sale in accordance with
paragraph 11;
1.1.7 accept payment from the Buyer of the
Purchase Price and hold the Sale Proceeds
for you in accordance with paragraph 12;
1.1.8 deal with a Lot sold at the Sale in
accordance with paragraph 12 (including
exercising on your behalf and for both your
and our benefit all and any of your rights
and powers to collect payment of the
Purchase Price);
1.1.9 deal with and sell any Lot unsold at the Sale
in accordance with paragraph 13.
1.2 Examinations
1.2.1 When you consign a Lot for Sale by
us at any saleroom, we will carry out a
Standard Examination of the Lot. The
Standard Examination that we agree to
carry out under this agreement is a visual
examination of the Lot by a non-specialist
member of our staff. The degree of skill and
care exercised by us in such a Standard
Examination will be proportionate to an
examination of this limited nature. Such
examinations will not involve investigation or
research into the Lot, nor tests on it.
1.2.2 If you would like your Lot to be examined
by a specialist on the Lot or for us to carry
out investigation, research or tests on the
Lot, we will endeavour to arrange this. We
may require you to pay additional Expenses
or a separate fee for arranging this, which
we will agree with you.
1.2.3 We may also carry out for our own benefit
our own investigations, research, tests,
or refer to specialist(s) or conduct other
examinations of the Lot, or approach third
parties in the exercise of our due diligence,
(possibly without reference to you) but
we are under no obligation whatsoever to
do so. If we choose to do so, you do not
have to pay for it and it will not form part
of any Standard Examination or Specialist
Examination.
1.3 Descriptions and Estimates
1.3.1 When providing a Standard Examination,
we will normally provide an Estimate.
An Estimate is only an expression of our
opinion of the range within which we think
the Hammer Price for the Lot at the Sale is
likely to be. It is not an estimate of value. It
does not take account of Buyer’s Premium
payable. Lots can in fact sell for Hammer
Prices below and above the Estimate. Any
Estimate should not be relied on as an
indication of the actual selling price or value
of a Lot.
1.3.2 Anything stated or represented by us or
on our behalf in any Description in relation
to the authorship, attribution, condition,
provenances, history, background,
authenticity, style, period, age, suitability,
quality, roadworthiness, origin, value, or
future selling price (including the Hammer
Price) of any Lot or by any Estimate given
in relation to it, whether in the Catalogue or
e-catalogue or on our Website or otherwise,
and whether made orally or in writing, is
only an expression of our opinion.
1.3.3 Any Descriptions, Estimates or opinions
given by us or on our behalf will be honestly
given, using such skill and care as is
reasonable having regard to the extent of
that visual examination in the Standard
Examination of the Lot and any information
about the Lot you have given us or we may
have obtained about it. If you are selling the
Lot in the course of a Business, we will be
entitled to rely entirely upon the Description
of the Lot given by you or on your behalf in
any opinion or Description or any Estimate
we give.
1.3.4 Save that any Description, Estimate or
opinion is honestly given with the degree
of skill and care referred to in paragraph
1.3.3, we neither make nor agree to make
any contractual promise, undertaking,
obligation, guarantee, warranty or
Conditions of Business
These are the Conditions of Business referred to in the Receipt and Contract.
Please read the enclosed carefully before signing your Receipt and Contract.
Contract number:
COB/MAIN//V1/06/2020
representation of fact in relation to any
such Description, Estimate or opinion or in
relation to the accuracy of anything stated
in or represented by any expression of that
Description, Estimate or opinion.
1.3.5 Any statements or representations
contained in any Description or any
Estimate may be changed by us at any time
until the Lot is sold (and will be, if we alter
our opinion after it has been given).
1.3.6 If you wish us to provide a formal valuation
of any Lot, you will need to request this,
and enter into a separate agreement with us
specifying, in detail, the purposes for which
the valuation is required and providing
us with greater information in relation to
the Lot than is contained in the Contract
Form. As this is an additional service (in
addition to our acting as your agent to sell
your Lot), we will make a further charge for
undertaking any valuation.
2 PRE-CONTRACT STATEMENTS
AND REPRESENTATIONS AND THE
CONTRACT FORM
2.1 We provide a free service to members
of the public who bring in items for
examination by us. Because the service
is free and you are under no obligation to
us in relation to it, and because on such
examinations we merely express an opinion
in relation to such items (which opinion we
may change subsequently) and because
we undertake specific obligations to you
under this agreement, we owe you no duty
(other than to be honest) either in contract
or tort in relation to anything stated or
represented (expressly or by implication) to
you about the Lot and no such statement
or representation will be incorporated
into this agreement and any liability under
the Misrepresentation Ordinance Cap
284 will be limited to the amount of any
Consignment Fee payable.
2.2 Any Description of the Lot on the Contract
Form is for the purposes of identification
only and (subject to paragraph 1.3.3 above)
is not to be relied on.
3 PAYMENTS BY YOU
3.1 Unless otherwise agreed in writing between
us, you will pay to us either:
3.1.1 Unless the Lot is sold by us (in which case
paragraph 3.1.2 applies), the Consignment
Fee (which will be payable on demand).
The Consignment Fee will be calculated
apart from Motor Vehicles according to the
following scale of charges:
Until we have undertaken a
Standard Examination (or,
at New Bond Street only, a
Specialist Examination):
25% of the Notional Fee
After we have undertaken a
Standard Examination (or,
at New Bond Street only,
a Specialist Examination)
and before we have
published an Entry about
the Lot in the Catalogue
or e-catalogue or on our
Website:
50% of the Notional Fee
After we have published
an Entry about the Lot and
before we have put the Lot
on view:
75% of the Notional Fee
Thereafter: 100% of the Notional Fee
The Notional Fee will be the sum of such Commission
and the Buyer’s Premium which would be payable to us if
we were to have sold the Lot at the Sale for the Notional
Price.
3.1.1.2 for Motor Vehicles the minimum
Consignment Fee is 50% of the Notional
Fee payable after consignment and before
we have published an Entry about the Lot
in the Catalogue or on our Website, once
published rates will be described as in the
table in 3.1.1
3.1.2 if the Lot is sold by us, on such Sale,
Commission calculated in accordance with
the charges listed on the Contract Form.
3.2 Unless paragraph 10.1 (refusal to sell
for cause) applies, we will waive the
Consignment Fee if the Lot is offered for
Sale during the Sale but is not sold by us
on your behalf either during the Sale or
under paragraph 13. We will also waive
it if we refuse to sell the Lot pursuant to
paragraph 10.3.
3.3 In addition, you will pay us any Expenses
on demand.
3.4 In relation to the Sale of any motor car,
you will additionally pay us the Motoring
Catalogue Fee. We will inform you of the
amount of this fee before it is incurred.
3.5 Any sum due from you but unpaid on
the due date will bear interest (after as
well as before judgement or order) at the
annual rate of 5% per annum above the
base lending rate of the Hong Kong and
Shanghai Banking Corporation from time
to time to be calculated on a daily basis
from the date the sum became due until
payment.
3.6 Time will be of the essence in relation to the
payment of any sums payable by you to
Bonhams.
4 YOUR WARRANTIES AND
UNDERTAKINGS TO US
4.1 We are selling the Lot on your behalf as
your agent and you therefore warrant and
undertake to us that:
4.1.1 you are the owner of the Lot or, if you are
not the owner of the Lot, that you have
disclosed the identity of the owner of the
Lot to us, that you are duly authorised by
the owner of the Lot to sell it and that you
will supply to us written evidence of such
authority in a form acceptable to us;
4.1.2 save as disclosed to us in writing, you sell
the Lot with full title guarantee free from all
liens, charges, encumbrances and third
party claims;
4.1.3 you are legally entitled to sell the Lot and
you are legally capable of conferring on the
Buyer quiet possession of the Lot and that
in the event our selling the Lot, the Sale will
conform in every respect with the terms
implied by the Sale of Goods Ordinance
Cap 26, Sections 14(1) and 14(2) (see the
Definitions and Glossary);
4.1.4 you have complied with all requirements,
legal or otherwise, relating to any export
or import of the Lot, all duties and taxes in
respect of the export or import of the Lot
have (unless otherwise agreed in writing
with us) been paid and, so far as you and
any principal for whom you act in relation
to the Lot are aware, all third parties have
complied with such requirements in the
past;
4.1.5 you have notified us in writing of any
material alterations to the Lot and provided
us accurately with all information (including
any concerns expressed by third parties
relating to the authorship, attribution,
condition, provenance, authenticity, age,
suitability, quality and origin of the Lot) in
relation to the Lot, or any Description of it,
of which you are aware or which is in your
possession or of which any principal for
whom you act in relation to the Lot is aware
or possesses;
4.1.6 you have notified us of all information of
which you are aware or reasonably ought
to be aware relating to the present or past
ownerships or use of the Lot (including
any association of the Lot with persons or
events of note).
4.1.7 in so far as you or any principal may
become aware of any information (including
any concerns expressed by third parties) in
relation to the Lot, or any Description of it,
after this agreement has been made, you
will promptly inform us of it;
4.1.8 unless you notify us in writing to the
contrary at the time the Lot is delivered
to us, there are no restrictions, (whether
copyright or otherwise), affecting the Lot
or our rights to photograph or illustrate the
Lot, or reproduce (in any manner and in any
media) photographs or illustrations or any
text of any information or Description of,
about or relating to the Lot provided by you
or on your behalf.
4.2 You undertake and warrant that neither you
nor - if you are a company, your directors,
officers or your owner or their directors
or shareholders - are an individual or an
entity that is, or is owned or controlled by,
individuals or entities that at the time of
signature of this agreement are:
4.2.1 the subject of any sanctions administered
or enforced by the U.S. Department of the
Treasury’s Office of Foreign Assets Control,
the U.S. Departure of State, the United
Nations Security Council, the European
Union, Her Majesty’s Treasury, or other
relevant sanctions authority (“Sanctions”
and a “Sanctioned Party”); or
HK/COB/MAIN//V1/09/2020
4.2.2 located, organised or resident in a country
or territory that is, or whose government is,
the subject of Sanctions, including without
limitation, Iran, North Korea, Sudan and
Syria.
4.2.3 You warrant that items consigned by you
for sale are not connected with any criminal
activity, including without limitation tax
evasion, money laundering or terrorist
financing.
4.3 Where you are acting as agent for another
party (“your Principal”), you undertake and
warrant that:
4.3.1 you have conducted suitable customer
due diligence into your Principal under
applicable Sanctions and Anti-Money
Laundering laws and regulations;
4.3.2 your Principal is not a Sanctioned Party and
not owned, partially owned or controlled
by a Sanctioned Party, and you have no
reason to suspect that your Principal has
been charged or convicted with, money
laundering, terrorism or other crimes;
4.3.3 items consigned by you or your Principal
for Sale are not connected with or derived
from any criminal activity, includingwithout
limitation tax evasion, money laundering or
terrorist financing; and
4.3.4 that you consent to Bonhams relying upon
your customer due diligence, undertaking
to retain records of your due diligence for
at least 5 years and to make such due
diligence records available for inspection
by an independent auditor in the event we
request you to do so.
4.4 In the event we have agreed with you, in the
Receipt and Contract or otherwise, that the
cataloguing or promotional material for the
sale of the Lot(s) under this contract shall
include your name or a third party’s name,
then you grant to Bonhams a non-exclusive
licence to use such name in pre- and postsale publicity materials for such Lot(s). In
such cases you warrant that there are no
legal, contractual or other restrictions on
Bonhams’ right to use such name in such
circumstances.
4.5 You warrant that the Lot does not contain
ivory.
4.6 You authorise us to give to the Buyer on
your behalf the warranties, undertakings or
information referred to in this paragraph 4.
5 INDEMNITIES FROM YOU
5.1 You agree to indemnify us against all claims,
proceedings, liabilities, costs, Expenses and
losses arising from:
5.1.1 any actual or alleged breach of any
undertaking, warranty or obligation by
you to us, whether by act or omission or
otherwise;
5.1.2 any injury, loss or damage caused to any
person by you;
5.1.3 our exercising any of our rights, powers
and/ or duties under paragraphs 10.1, 10.4
or 12.12;
5.1.4 our receiving or recovering (or seeking to
recover where you have authorised us to
do so) the Purchase Price, in particular our
exercising any of our rights, powers and/
or duties under paragraph 12.12, where
our costs and Expenses are not otherwise
recouped by us;
5.1.5 your fraud and our exercising any of our
rights or powers under paragraph 15 in the
event of fraud;
5.1.6 without prejudice to paragraph 5.1.1, any
error, misdescription or omission in any
Description of the Lot or any Estimate in
relation to it, so long as it was not caused
by a breach of our duty to you under this
agreement to exercise reasonable skill and
care.
6 CATALOGUE & MARKETING
We will publish an Entry about the Lot in
the Catalogue for the Sale. This may be by
insert after publication of the Catalogue for
the Sale.
6.1 The Entry will contain an Estimate and
an expression of our opinion in relation
to the Lot in addition to the Contractual
Description of the Lot. We may at our
discretion include photograph(s) and/or
illustration(s) of the Lot in the Entry, but
we are not under any obligation to do so,
unless otherwise expressly agreed with you.
The Entry is published by us as your agent
on your behalf.
6.2 A copy of the Entry or of the Catalogue
itself will normally be made available to you
prior to the Sale and, if it is, you must notify
us immediately (and in any event before
the Sale) in writing, by recorded delivery,
to the Sale Administrator identified in the
catalogue or e-catalogue for the relevant
Sale or by email to info@ bonhams.com if
there is anything in either the Entry and/or
the Catalogue in relation to the Lot which
you (or any principal on whose behalf you
act) are aware is, or may be, inaccurate or
incorrect or, in the case of any Description
of the Lot, incomplete in any material
respect.
6.3 We may at our discretion produce on your
behalf other marketing or promotional
material in relation to the Lot but are not
under any obligation to do so unless we
agree with you to do so, in which case we
may charge you for it.
6.4 Any Entry or any marketing or promotional
material may be revised either orally or in
writing from time to time (including during
the Sale) at our discretion.
6.5 The copyright in the text and the
photographs and illustrations of the Lot
contained in the Entry or the Catalogue
or on our Website or in any marketing or
promotional material belongs to us. You
will not reproduce or permit anyone else
to reproduce such text, photographs
or illustrations without our prior written
consent.
6.6 You will not produce or issue or cause to
be produced or issued any marketing or
promotional material nor make nor cause
to be made any public announcements
relating to the Lot prior to the Sale.
7 RESERVES
7.1 The Lot will be sold Without Reserve unless
a Reserve has been agreed with us or we
have accepted a Reserve under paragraph
7.5 or if paragraph 7.6.1 or 7.6.3 applies.
7.2 An agreed Reserve or the agreement
that the Lot is to be sold Without Reserve
cannot be altered without our written
consent.
7.3 If the Contract Form states a figure for the
Reserve, that is the agreed Reserve with
which the Lot will be sold.
7.4 If the Contract Form states that the Reserve
is “zero”, “sell” or “0” or that the Lot is to
be sold Without Reserve or that there is no
Reserve, it is agreed that the Lot will be
sold Without Reserve.
7.5 If the Contract Form does not contain any
of the statements referred to in paragraphs
7.3 or 7.4, the Lot will be sold Without
Reserve unless by written notice received by
us at least 24 hours prior to the start of the
Sale, you ask us to place a Reserve on the
Lot at a particular figure and we accept, in
writing, that figure as the Reserve.
7.6 The figure you give for the Reserve in
the Contract Form or in a notice under
paragraph 7.5 may not exceed the lower
figure of any Estimate for the Lot which we
have notified to you, or else we can refuse
to sell the Lot, unless:
7.6.1 you agree that the Lot is offered for Sale at
a lower Reserve set by us; or
7.6.2 you agree that the Lot is offered for Sale
at the Reserve placed by you but with
suitable increased Estimates placed by us
to ensure that the Reserve is not higher
than the lower of such Estimates, and if the
Lot thus offered does not sell, you will pay
us the Consignment Fee by reference to
the Notional Price and any other Expenses
owing.
7.6.3 Otherwise, we will withdraw the Lot and
you will be liable to pay us the Consignment
Fee by reference to the higher Reserve set
by you on the Lot and any other Expenses
owing.
7.7 All Reserves will be in the currency of the
country in which the Lot is to be sold. Any
Reserve placed in any other currency will
be converted into that currency using the
mid-market exchange rate at the close
of business on the day before the Sale
as quoted to us by the Hong Kong and
Shanghai Banking Corporation.
7.8 Where a Reserve has been placed on the
Lot, an Auctioneer in a Live or Hybrid Sale
may, at his sole discretion, place bids (up to
an amount not equalling or exceeding the
Reserve) on your behalf.
7.9 Where the Contract Form states that we
are given “discretion” or “wide discretion”
in relation to the Reserve, you authorise us
(and the Auctioneer) in any Live or Hybrid
Sale if the Auctioneer deems it necessary in
order to sell the Lot (regardless of estimate)
to accept bids for the Lot at up to 10% or
50% respectively less than the Reserve.
7.10 In addition to the authority under paragraph
7.9, you authorise us (and the Auctioneer)
in any Live or Hybrid Sale to accept bids
(and sell at a Hammer Price) at less than
the Reserve (or, if we are given “discretion”
or “wide discretion” under paragraph 7.9,
at 10% or 50% as appropriate, less than
the Reserve) provided that where we rely
on this authority the Sale Proceeds paid
to you are calculated on the basis that the
Hammer Price was an amount equal to
the Reserve (or, if we are given “discretion”
or “wide discretion” under paragraph
7.9, an amount equal to 90% or 50% as
appropriate of the Reserve).
HK/COB/MAIN//V1/09/2020
7.11 You authorise us (and the Auctioneer) to
refuse a bid(s) from any Bidder, including
from the highest Bidder, where there is a
Reserve if such refusal is reasonable for the
protection of your and/or our interests in the
circumstances.
8 DELIVERY, RESPONSIBILITY FOR THE
LOT, STORAGE & RE-COLLECTION
8.1 Delivery
8.1.1 Unless otherwise agreed with you, you will
deliver the Lot at your expense into our
custody at the place and time we will require
of you.
8.1.2 You must notify us in writing at the time
of delivery of the Lot of any special
requirements and precautions reasonably
required by you for its storage. You will
be required to pay any additional costs
which may be incurred as a consequence
of your requirements. If your requirements
are unreasonable we may refuse to accept
the Lot and may terminate this agreement
forthwith, and you will remain liable to pay
us the Consignment Fee.
8.2 Responsibility for the Lot
8.2.1 Unless otherwise agreed in writing between
you and us, we accept responsibility to you,
on the basis set out in paragraph 8.2.2, for
any damage to or loss or destruction of the
Lot whilst the Lot is in our custody (whether
or not caused by our negligence but
excluding damage, loss or destruction that
is caused directly or indirectly by Terrorism)
(the “Loss and Damage Warranty”) and
you agree to pay us the Loss and Damage
Warranty Fee described in paragraph 8.2.3
in consideration for us accepting such
responsibility.
8.2.2 Without prejudice to your statutory rights:
8.2.2.1 Our sole obligation to you under the Loss
and Damage Warranty will be to pay you
for any such damage, loss or destruction
as referred to in paragraph 8.2.1 up to
an aggregate amount, in the case of total
loss, equal to: (a) until the Lot is sold, a
sum equal to the Notional Price less any
Commission which would have been
payable if the Lot had been sold at the
Notional Price; or (b) after the Lot has been
sold but before title in the Lot has passed to
the Buyer, the amount of the Hammer Price
less Commission. In the event we have paid
out to you as above, title in the Lot will vest
in us.
8.2.2.2 Our responsibility to you under the Loss and
Damage Warranty will only continue until:
(a) if the Lot is sold, the earlier of the collection
of the Lot by or on behalf of the Buyer and
the date that the Lot is taken into custody
by the Storage Contractor; or
(b) if the Lot is unsold, the earlier of the expiry
of any notice given under paragraphs 13.3
or
8.2.3 and the date that the Lot is taken into
custody by the Storage Contractor.
8.2.3.1 The Loss and Damage Warranty Fee
payable shall be:
8.2.3.2 if the Lot is unsold, a sum equal to 1.5%
of the amount specified in paragraph
8.2.2.1(a) or
8.2.3.2 if the Lot is sold at the Sale or subsequently
by us on your behalf under paragraph 13, a
sum equal to 1.5% of the amount specified
in paragraph 8.2.2.1(b); subject in each
case to a minimum charge of HKD50. This
fee is included in our Expenses, which are
payable on demand.
8.3 Storage
8.3.1 From the time when the Lot is delivered into
our custody under paragraph 8.1.1 and
while we continue to have custody, we will
have possession of it as bailee for reward
and we will owe you a duty of care as such
until title to the Lot passes to the Buyer or
to us under paragraphs 12.1 or 12.3.
8.3.2 If the Lot is or becomes dangerous,
whether before or after the Sale, we may
dispose of it without advance notice to you
in any manner as we think fit and we will be
under no liability to you for doing so.
8.3.3 You authorise us, acting as your agent and
on your behalf, to enter into a contract
(the “Storage Contract”) with the Storage
Contractor for the storage of the Lot from
either (1) if the Lot is unsold, the expiration
of the period referred to in paragraph 13.4
or (2) if the Lot has been sold, the date
specified in the Notice to Bidders, on the
then current standard terms and conditions
agreed between Bonhams and the Storage
Contractor copies of which are available on
request. We may instead choose to store
the Lot at our own premises and, if this is
the case, storage fees at our current daily
rates (currently a minimum of HKD50 per
Lot per day) will be payable.
8.3.4 You undertake to comply with the terms
of the Storage Contract and in particular
to pay the charges due under the Storage
Contract whilst the Lot is being stored by
the Storage Contractor on your behalf.
8.4 Re-collection by you
8.4.1 If a Lot is withdrawn by you, or if we
give you notice of our refusal to sell in
accordance with paragraph 10.1, if so
instructed by us you must remove the Lot
at your own expense within seven days
after the date of the Withdrawal Notice or of
our notice of refusal to sell the Lot.
8.4.2 If the Lot is unsold at the Sale, we may give
you not less than seven days’ notice to
remove the Lot and you must then remove
the Lot at your own expense within that
period. Until removal, such a notice will not
terminate our authority to sell the Lot under
paragraph 13.
8.4.3 If you give us notice terminating our
authority to sell under paragraph 13, you
must remove the Lot at your own expense
within seven days of such notice.
8.4.4 Before removing the Lot, you must pay us
all sums due to us from you.
8.4.5 If you fail to remove the Lot by the latest
time provided for above, you will pay us
on demand storage charges at our current
daily rate (currently a minimum charge
of HKD50 per Lot per day) in respect of
any period whilst the Lot is stored at our
premises after the latest time provided for
above and any Expenses we incur and/or
any charges incurred under any Storage
Contract. This is without prejudice to
our power under paragraph 13 to sell or
dispose of the Lot.
9 WITHDRAWAL BY YOU
You may by written notice to us at any time
revoke your instructions to sell the Lot by
giving us a Withdrawal Notice. If you give
us a Withdrawal Notice, you will remain
liable to pay us the Consignment Fee (see
paragraph 3.1.1) on demand.
10 OUR RIGHT TO REFUSE TO SELL AND
OTHER RESPONSES FOR CAUSE
10.1 If we have reasonable cause for believing
that:
10.1.1 we and/or you may be or are restrained
by order of the court or other competent
authority in respect of the Lot, or may be or
are otherwise not legally entitled to sell the
Lot; or
10.1.2 you are in actual or potential breach of any
of the warranties and undertakings set out
in paragraph 4; or
10.1.3 the information about the Lot given to us
by you or on your behalf is inaccurate or
misleading in any material respect; or
10.1.4 the Lot is a Forgery,
we may refuse to sell the Lot in question.
In this event, you will remain liable to pay
us the Consignment Fee and Expenses on
demand.
10.2 We will give you written notice of any
decision under paragraph 10.1 and of the
reason for it as soon as practicable after
making our decision to refuse to sell the Lot
in question.
10.3 In addition to our right to refuse to sell the
Lot under paragraph 10.1, we may, by
notice to you, refuse to sell any Lot for any
other reason, including but not limited to
cases where we believe such sale to be
unlawful or that it might give rise to liability
to Bonhams or cause damage to Bonhams’
reputation. If we exercise this right after
delivery of the Lot under paragraph 8.1.1,
we will reimburse to you your reasonable
expenses directly incurred by you in
connection with that delivery and the
collection and removal of the Lot from our
custody and/or control.
10.4 Whenever it becomes apparent to us
that the Lot is the subject of a claim by
someone other than you (or that such a
claim can reasonably be expected to be
made), we may, at our absolute discretion,
deal with the Lot in any manner which
appears to us to recognise the legitimate
interests of ourselves and the other parties
involved and lawfully protect our position
and our legitimate interests. Without
prejudice to the generality of this discretion
and by way of example, we may:
10.4.1 refuse to sell the Lot; and/or
10.4.2 retain the Lot to investigate any question
raised or reasonably expected by us to be
raised in relation to it; and/or
10.4.3 bring interpleader proceedings or seek any
other order of any court, mediator, arbitrator
or government body at your cost; and/or
10.4.4 require a further indemnity (beyond those
set out in paragraph 5) and/or security from
you in return for pursuing a course of action
agreed to by you.
HK/COB/MAIN//V1/09/2020
10.5 We will not exercise the rights under
paragraph 10.4:
10.5.1 unless we consider that there are
reasonable grounds to believe there is an
arguable case in favour of the claim; or
10.5.2 where the claim is a legitimate claim to the
possession of the Lot by a Buyer of the Lot.
10.6 The rights under paragraph 10.4 are without
prejudice to our rights to refuse to sell the
Lot set out in paragraphs 10.1 and 10.3
and we may exercise them in addition
to or in substitution for those rights and
notwithstanding the exercise of our rights
any Consignment Fee and Expenses shall
remain due and payable to us on demand.
10.7 The rights under paragraph 10.4 may be
exercised at any time during which we have
actual or constructive possession of the
Lot, or at any time after such possession,
where the cessation of such possession has
occurred by reason of any decision, order
or ruling of any court, mediator, arbitrator or
government body.
10.8 We reserve the rights to make enquiries
about any person transacting with us and
to identify the source of any funds received
from the Buyer. In the event we have not
completed our investigations in respect
of anti-terrorism financing, anti-money
laundering or other financial and identity
checks concerning either you or the Buyer
to our satisfaction at our discretion, we shall
be entitled to retain Lots and/or proceeds
of Sale, postpone or cancel any Sale and to
take any other actions required or permitted
under applicable law, without liability to you
11 THE SALE
11.1 We will conduct the Sale in accordance with
the relevant Notice to Bidders and will sell
the Lot on your behalf on the terms of the
Contract for Sale subject to any alteration
by us made at our discretion by notices,
inserts and announcements. You authorise
Bonhams to charge the Buyer and retain
a Buyer’s Premium in accordance with our
latest published rates. We will exercise such
discretion reasonably as between you and
us.
11.2 Neither you nor any person on your behalf
(other than the Auctioneer in a Live or
Hybrid Sale) may bid for the Lot, whether a
Reserve has been placed or not. If any such
bid is nonetheless made, the Auctioneer
may knock the Lot down to you without
observing any Reserve and you will pay to
us the Buyer’s Premium in addition to the
Commission and Expenses.
12 SALE PROCEEDS
12.1 Subject to paragraph 12.3, title to the Lot
will only pass to the Buyer on receipt by us
in cleared funds of the full Purchase Price
and on completion of our investigations
pursuant to paragraph 10.8. Once the
Buyer has paid the Purchase Price and
all other sums due to us, and we have
completed our enquiries to our satisfaction
under paragraph 10.8, we will release the
Lot to the Buyer.
12.2 You agree that we or any associated
company of ours may at our or its
discretion offer credit facilities to the Buyer
to finance the sums payable to us and that
the Buyer may use any existing credit facility
with us (or any associated company of
ours) if permitted by the terms of that facility
to pay the sums to be paid.
12.3 Unless otherwise agreed in writing between
you and us, we may at our discretion pay
the Sale Proceeds to you before receipt
of the Purchase Price, and, on our doing
so, title in the Lot will pass to Bonhams
and your right to payment of the Purchase
Price will pass to us together with any right
of action which you may have against the
Buyer for non- payment.
12.4 All sums received by us on account of
the Purchase Price for the Lot will be
paid into our Account at the Hong Kong
and Shanghai Banking Corporation A/C
808870174001. Our sole obligation to you
in respect of the Purchase Price and the
Sale Proceeds will be to hold the same
in accordance with and subject to the
provisions of paragraphs 12.5 to 12.12
inclusive below, and you will have no further
right or recourse against us in respect of
the Purchase Price or the Sale Proceeds
other than your rights to the Sale Proceeds
under this contract. In particular, the funds
in the Account are held at your risk so
that in the event of the insolvency of the
bank at which the Account is held or in the
event of such bank’s delay in or failure to
pay amounts standing to the credit of the
Account, we will have no liability to you for
payment of the Sale Proceeds, unless any
loss suffered by you is attributable to our
negligence or wilful default in connection
with the Account.
12.5 We may deduct and retain from the
Purchase Price any Consignment Fee,
Commission, Expenses, Buyer’s Premium,
and interest earned on the Account.
12.6 Conditional upon completion of our
enquiries to our satisfaction under
paragraph 10.8, we will distribute the Sale
Proceeds held under clause 12.4 (which, for
the avoidance of doubt, shall be the portion
of the Purchase Price remaining after
any deductions we are entitled to make
pursuant to any of paragraphs 12.5 to
12.6 inclusive or paragraphs 12.9 to 12.12
inclusive) 35 days after the Sale (or any Sale
under paragraph 13) or, if we receive the
Purchase Price later than that date, within
seven working days after the date of receipt
of the Purchase Price in cleared funds by
us. Payment will be made by cheque drawn
in your favour, in the currency in which the
Sale is conducted, and sent, at your risk,
by post to you at the address shown on
the Contract Form or such other address
as you may specify in writing. If you wish
for us to send the money to your account
by telegraphic transfer you agree to us
deducting any fees charged by our bank for
such transfer from the amount transferred.
Any telegraphic transfer must be made to
an account held in the same name as the
name on the Contract Form.
12.7 We may retain the Sale Proceeds until
you have delivered to us any relevant
documentation reasonably required by
us to evidence your right to transfer title
to the Lot to the Buyer and in respect of
our enquiries under paragraph 10.8, and
all documentation referred to in the Entry
regarding the Lot.
12.8 We may deduct from the Purchase Price
and pay ourselves any monies due to us
from you, including any sums due to us in
respect of any other goods bought or sold
through us by you.
12.9 If before the Sale Proceeds have been
distributed to you the Buyer or any other
person makes a claim against either you or
us in relation to the Lot, we may withhold
distribution of the Sale Proceeds to you until
such time as the claim has been resolved.
12.10 If the Buyer fails or refuses to pay the
Purchase Price for the Lot to us, we will
notify you of this as soon as practicable.
12.11 Any monies recovered or paid to us in
consequence of our taking any steps
pursuant to paragraph 8 in Appendix 1
(your Contract for Sale with the Buyer) will
be applied (in each case with the addition of
interest at the annual rate of 5% per annum
above the base lending rate of the Hong
Kong and Shanghai Banking Corporation
from time to time to be calculated on a daily
basis from the date the relevant sum was
paid by us until the date of receipt by us of
the monies) to the payment in the following
order of:
12.11.1 all legal or other costs incurred by us in
connection with such steps;
12.11.2 all other relevant Expenses;
12.11.3 Buyer’s Premium;
12.11.4 Commission
Any balance remaining will be distributed
in accordance with paragraph 12.7 above.
In the event that the monies recovered
from the Buyer are insufficient to pay these
amounts, any such shortfall will be made
good by you to us, on demand
13 AUTHORITY TO SELL OR DISPOSE OF
AN UNSOLD LOT
13.1 If the Lot is unsold at the Sale, we (as your
sole and exclusive agent) may for a period
of at least 35 days following the Sale enter
into an agreement to sell the Lot (at a Sale
or by private treaty) upon such terms and
conditions as we may reasonably consider
appropriate. Subject to paragraph 13.2
below, the minimum Sale Proceeds from
such a Sale will (if a Reserve has been
agreed with or accepted by us) be not less
than the Sale Proceeds would have been if
the Lot had been sold at the Reserve.
13.2 Where a Lot has not sold at the Sale
and we believe that it could be sold if the
Reserve were reduced, we will write to
you setting out our suggestion as to a new
Reserve. If you do not object to the new
Reserve suggested by us within one month
of the date of our letter, then the Reserve
will be reduced accordingly. If you object in
writing to the new Reserve within the above
one month then the Reserve will remain
unchanged and our authority to sell the Lot
in accordance with these conditions shall
continue.
13.3 We will, unless agreed otherwise, be
entitled to Commission on the Sale of the
Lot under paragraph 13.1 and we are
entitled to charge the Buyer of any Lot and
retain a Buyer’s Premium to any Buyer of
any Lot on any such Sale.
13.4 After the period of 35 days following the
Sale, you may terminate our authority to sell
a Lot under paragraph 13.1 by giving us
written notice for which proof of delivery is
required whereupon you must remove the
Lot at your expense within seven days of
such notice.
HK/COB/MAIN//V1/09/2020
13.5 In addition to the above authority to sell the
Lot, you agree that, if you fail to remove
the Lot by the expiry of the time set for
removal in paragraph 8.4, we may, after the
expiration of 3 months written notice from
us to you specifying that we wish to sell
pursuant to this paragraph 13.5, sell the
Lot on your behalf (at auction or by private
treaty) Without Reserve if you still have not
removed it. We will be entitled to deduct
from the Purchase Price: (a) the costs of
Sale; (b) Commission on the Sale of the
Lot by us under this paragraph; and (c) any
other sums due to us from you. In addition,
we will be entitled to charge a Buyer’s
Premium to any Buyer of any Lot on such
Sale, and we will be entitled to retain the
Buyer’s Premium from the proceeds of such
a Sale.
13.6 If we reasonably consider that an unsold
Lot has no monetary value, you authorise
us to dispose of it in such manner as we
think fit. We will give you seven days’ notice
of such disposal to allow you to collect it if
you wish.
14 FORGERIES, STAMPS NOT
MATCHING THEIR CONTRACTUAL
DESCRIPTION AND BOOKS WITHOUT
ILLUSTRATIONS OR TEXT
14.1 If, having reasonably been satisfied that
a Lot is a Forgery or, in the case of a Lot
consisting of Stamps, does not comply with
the Contractual Description of the relevant
Stamps, or, in the case of a Lot consisting
of Books, does not contain any illustrations
or text, we have (within six years after the
Lot was sold to the Buyer) purchased
the Lot from the Buyer, you undertake to
repurchase the Lot from us on demand
for an amount equal to the sum of the
Purchase Price and Expenses, together
with interest (after as well as before
judgement or order) at an annual rate equal
to 5% above the Hong Kong and Shanghai
Banking Corporation’s base lending rate
from time to time to be calculated on a
daily basis from the date upon which we
demanded payment from you until the date
of the actual payment.
14.2 On payment to us of the amount referred
to in paragraph 14.1, you will be entitled to
collect the Lot and we will transfer to you
the full sum of the rights and interests in the
Lot (if any) which we have obtained from the
Buyer. The said transfer will count as a Sale
of the Lot within the provisions of the Sale
of Goods Ordinance Cap 26, Sections 14(2)
and 14(3) and will not attract the provisions
of Sections 14(1) ) of that Ordinance in your
favour (see the Definitions and Glossary).
14.3 You authorise us to carry out such tests
and processes on a Lot as we consider
necessary at your cost to satisfy ourselves
that the Guarantee applies in any particular
case.
15 FRAUD
In the event of any fraud by you or on your
behalf which has induced the Buyer to
purchase the Lot, we will be entitled at our
discretion and irrespective of whether we
are personally liable to the Buyer to act in
any reasonable manner which appears to
us to be best calculated to compensate the
Buyer (which may include but is not limited
to rescinding the sale or repurchasing the
Lot from the Buyer) and, so long as we
ourselves were not also fraudulent with you,
you will indemnify us under the provisions in
paragraph 5.1.5. You authorise us to carry
out such tests and processes on a Lot as
we consider necessary to establish whether
this paragraph applies.
16 LIMITS ON OUR LIABILITY
16.1 If you are selling the Lot in the course of a
Business, we will be entitled to rely entirely
upon the Description of the Lot given by
you or on your behalf in any opinion or
Description or Estimate we give. Our liability
in respect of any Description given by us is
excluded except to the extent that we fail
accurately to reflect any Description of the
Lot given to us by you.
16.2 Without prejudice to the exclusion of liability
provided for in paragraph 16.1, we will not
be liable (whether in negligence, other tort,
breach of contract or statutory duty or in
restitution or in any other way) whether as
a result of an act or an omission, whether
before or after this agreement, for any
lack of conformity with or inaccuracy,
error or misdescription or omission in any
Description of a Lot or any opinion, Entry
or Estimate in respect of it (whether made
in writing, including in the Catalogue or
e-catalogue, or on our Website, or orally or
by conduct or otherwise) or in the setting
of any Reserve or for any failure to achieve
a Sale or a Sale at a higher price than was
achieved, except in so far as it is caused by
a breach of our duty to exercise reasonable
skill and care in the performance of the
obligations we have agreed to under this
agreement or in the case of fraud by us or
on our behalf (and we will not be liable to
the extent that any breach of obligation by
you has caused or contributed to it).
16.3 Our duty to you while the Lot is your
property and in our custody and/or control
is that of bailee for reward, but we will not
be responsible for damage to the Lot or to
other persons or things caused by:
16.3.1 handling the Lot if it is affected by
woodworm or other infestation or inherent
defect and if any damage is caused as a
result of it being so affected; or
16.3.2 changes in atmospheric pressure; nor will
we be liable for:
16.3.3 damage to tension stringed musical
instruments; or
16.3.4 damage to gilded or plaster picture frames,
or to picture frame glass.
16.4 We will not be liable to you for any loss of
Business, Business profits or revenue or
income or for loss of Business reputation
or for disruption to Business or wasted
time on the part of management or staff
or, if you are selling the Lot in the course
of a Business, for any indirect losses
or consequential damages of any kind,
irrespective in any case of the nature,
volume or source of the loss or damage
alleged to be suffered, and irrespective of
whether the said loss or damage is caused
by or claimed in respect of any negligence,
other tort, breach of contract, statutory
duty, bailee’s duty, restitutionary claim or
otherwise.
16.5 If you are selling the Lot in the course of a
Business, in any circumstances where we
are liable to you in respect of a Lot, or any
act, omission, statement or representation
in respect of it or this agreement or its
performance, and whether in damages,
for an indemnity or contribution, for
a restitutionary remedy or in any way
whatsoever, our liability will be limited to
payment of a sum which will not exceed
by way of maximum the amount of the
Purchase Price (if any) or, if the Lot is not
sold, the Notional Price, irrespective in any
case of the nature, volume or source of
any loss or damage alleged to be suffered
or sum claimed as due, and irrespective of
whether the liability arises from negligence,
other tort, breach of contract, statutory
duty, bailee’s duty, restitutionary claim
or otherwise. You may wish to protect
yourself against loss by obtaining your own
insurance.
16.6 Nothing set out above will be construed as
excluding or restricting (whether directly or
indirectly) any person’s liability or excluding
or restricting any person’s rights or remedies
in respect of (i) fraud, or (ii) death or
personal injury caused by our negligence (or
any person under our control or for whom
we are legally responsible), or (iii) acts or
omissions for which we are liable under the
Occupiers Liability Ordinance Cap 314, or (iv)
any other liability to the extent the same may
not be excluded or restricted as a matter of
law.
17 INTRODUCTORY COMMISSIONS
17.1 You agree that in line with market practice
Bonhams may make payments (sometimes
known as “Introductory Commission”) to
someone who has introduced you to a
Bonhams Company, and will advise them
to inform you about such introductory
commission, including its amount. Such
payment will not be treated as an Expense.
18 SALE FORMAT
Bonhams retains complete discretion to
offer the Lot, in particular in relation to
18.1 the place(s) and date(s) of the Sale of the
Lot, including rescheduling or cancelling the
Sale;
18.2 the format and medium of the Sale,
which may be held, including without
limitation as a Live Sale (conducted by an
Auctioneer, open to in-person inspection
of Lots and attendance at the Sale), an
Online Sale (conducted only online, in
a timed format, with discretionary inperson inspection of Lots), or a Hybrid
Sale (conducted by an Auctioneer in a live
format, closed to in-person attendance
at the Sale, with discretionary in-person
inspection of Lots);
HK/COB/MAIN//V1/09/2020
18.3 the grouping of Property into Lots, the
production or publication of Catalogues,
and, the medium(s) thereof, whether in
print, digital, or online, and on our website;
18.4 the inclusion of any Lot in pre-Sale
viewings;
18.5 the description (including without limitation
any Lot-specific Notice(s) to Bidders)
and illustration, if any, of the Lot in our
Catalogues, website and other materials;
18.6 the manner in which any Sale is conducted,
including without limitation the content
of any saleroom announcements, who
we permit to participate in the auction, or
whether we accept any bid.
19 ONLINE SALES
Where a Lot is to be offered in an Online Sale
or a Hybrid Sale where no in-person inspection
can take place, these Conditions of Business are
supplemented by our Conditions of Business for
Online Sales, together with the appendices attached
thereto, which can be found on our website under
Terms and Conditions. The Conditions of Business
for Online Sales are hereby incorporated into this
Agreement with you.
20 MISCELLANEOUS
20.1 You may not assign either the benefit or
burden of this agreement.
20.2 Our failure or delay in enforcing or exercising
any power or right under this agreement will
not operate or be deemed to operate as a
waiver of our rights under it except to the
extent of any express waiver given to you
in writing. Any such waiver will not affect
our ability subsequently to enforce any right
arising under this agreement.
20.3 If either party to this agreement is prevented
from performing that party’s respective
obligations under this agreement by
circumstances beyond its reasonable
control (including without limitation,
governmental intervention, industrial action,
insurrection, terrorism, warfare (declared
or undeclared), power failure, epidemic
or natural disaster) or if performance of
its obligations would by reason of such
circumstances give rise to a significantly
increased financial cost to it, that party
will not, for so long as such circumstances
prevail, be required to perform such
obligations. This paragraph does not apply
to the obligations imposed on you by
paragraphs 3, 4, 5, 6.3, 8 or 14.
20.4 Any notice or other communication to
be given under this agreement must be
in writing and may be delivered by hand
or sent by post or air mail or email (if to
Bonhams marked for the attention of the
Company Secretary), to the address or
email address of the relevant party given
in the Contract Form (unless notice of any
change of address is given in writing). It
is the responsibility of the sender of the
notice or communication to ensure that
it is received in a legible form within any
applicable time period.
20.5 You acknowledge and agree that Bonhams
has not provided any legal or tax advice
to you and no one employed by or
representing Bonhams has acted as your
legal or tax advisor.
20.6 If any term or any part of any term of this
agreement is held to be unenforceable or
invalid, such unenforceability or invalidity will
not affect the enforceability and invalidity of
the remaining terms or the remainder of the
relevant term.
20.7 References in this agreement to Bonhams
will, where appropriate, include reference
to Bonhams’ officers, employees, agents
and to any subsidiary of Bonhams Holdings
Limited and to its officers, employees and
agents.
20.8 The headings used in this agreement are
for convenience only and will not affect their
interpretation.
20.9 In this agreement “including” means
“including, without limitation”.
20.10 References to the singular will include
reference to the plural (and vice versa) and
reference to any one gender will include
reference to the other genders.
20.11 Reference to a numbered paragraph is to a
paragraph of this agreement.
20.12 Save as expressly provided in paragraph
20.13 nothing in this agreement confers (or
purports to confer) on any person who is
not a party to this agreement any benefit
conferred by, or the right to enforce any
term of, this agreement.
20.14 Where this agreement confers an immunity
from, and/or an exclusion or restriction
of, the responsibility and/or liability of
Bonhams, this agreement will also operate
in favour and for the benefit of Bonhams’
holding company and the subsidiaries of
such holding company and the successors
and assigns of Bonhams and of such
companies and of any officer, employee and
agent of Bonhams and such companies,
each of whom will be entitled to rely on the
relevant immunity and/or exclusion and/
or restriction within and for the purposes
of Contracts (Rights of Third Parties)
Ordinance Cap 623, which enables the
benefit of a contract to be extended to a
person who is not a party to the contract,
and generally at law.
21 GOVERNING LAW
All transactions to which this agreement
applies and all connected matters will be
governed by and construed in accordance
with the laws of the Hong Kong Special
Administrative Region where the Sale
takes (or is to take) place and we and you
each submit to the exclusive jurisdiction
of the courts of the Hong Kong Special
Administrative Region, save that we may
bring proceedings against you in any other
court of competent jurisdiction to the
extent permitted by the laws of the relevant
jurisdiction. Bonhams has a complaints
procedure in place, available from the
Company Secretary.
22 DEFINITIONS AND GLOSSARY
Where these Definitions and Glossary are
incorporated, the following words and
phrases used have (unless the context
otherwise requires) the meanings given to
them below. The Glossary is to assist you
to understand words and phrases which
have a specific legal meaning with which
you may not be familiar.
LIST OF DEFINITIONS
“Account” the bank account of Bonhams into which
all sums received in respect of the Purchase Price of
any Lot will be paid.
“Auctioneer” the representative of Bonhams
conducting the Sale.
“Bidder” a person who has completed a Bidding
Form.
“Bidding Form” our Bidding Registration Form, our
Absentee Bidding Form or our Telephone Bidding
Form.
“Bonhams” Bonhams (Hong Kong) Limited or its
successors or assigns. Bonhams is also referred to in
the Buyer’s Agreements, the Conditions of Business
and the Notices to Bidders by the words “we”, “us”
and “our”.
“Book” a printed Book offered for Sale at a specialist
Book Sale.
“Business” includes any trade, Business and
profession.
“Buyer” the person to whom a Lot is knocked down
by the Auctioneer. The Buyer is also referred to in the
Contract for Sale and the Buyer’s Agreements by the
words “you” and “your”.
“Buyer’s Agreement” the contract entered into by
Bonhams with the Buyer.
“Buyer’s Premium” the sum calculated on the
Hammer Price at the rates stated in the Notice to
Bidders.
“Catalogue” the Catalogue or e-catalogue relating to
the relevant Sale, including any representation of the
Catalogue published on our Website.
“Commission” the Commission payable by the
Seller to Bonhams calculated at the rates stated in
the Contract Form.
“Condition Report” a report on the physical
condition of a Lot provided to a Bidder or potential
Bidder by Bonhams on behalf of the Seller.
“Conditions of Sale” the Notice to Bidders,
Contract for Sale, Buyer’s Agreement and Definitions
and Glossary.
“Consignment Fee” a fee payable to Bonhams by
the Seller calculated at rates set out in the Conditions
of Business.
“Consumer” a natural person who is acting for
the relevant purpose outside his trade, Business or
profession.
“Contract Form” the Contract Form, or vehicle
Entry form, as applicable, signed by or on behalf of
the Seller listing the Lots to be offered for sale by
Bonhams.
“Contract for Sale” the Sale contract entered into
by the Seller with the Buyer.
“Contractual Description” the only Description
of the Lot (being that part of the Entry about the
Lot in the Catalogue which is in bold letters), and
any photograph (except for the colour) to which the
Seller undertakes in the Contract of Sale the Lot
corresponds.
“Description” any statement or representation in any
way descriptive of the Lot, including any statement or
representation relating to its authorship, attribution,
condition, provenance, authenticity, style, period, age,
suitability, quality, origin, value, estimated selling price
(including the Hammer Price).
“Entry” a written statement in the Catalogue
identifying the Lot and its Lot number which may
contain a Description and illustration(s) relating to the
Lot.
HK/COB/MAIN//V1/09/2020
“Estimate” a statement of our opinion of the range
within which the hammer is likely to fall.
“Expenses” charges and Expenses paid or payable
by Bonhams in respect of the Lot including legal
Expenses, banking charges and Expenses incurred
as a result of an electronic transfer of money, charges
and Expenses for loss and damage cover, insurance,
Catalogue and other reproductions and illustrations,
any customs duties, advertising, packing or shipping
costs, reproductions rights’ fees, taxes, levies, costs
of testing, searches or enquiries, preparation of the
Lot for Sale, storage charges, removal charges,
removal charges or costs of collection from the Seller
as the Seller’s agents or from a defaulting Buyer.
“Forgery” an imitation intended by the maker or any
other person to deceive as to authorship, attribution,
origin, authenticity, style, date, age, period,
provenance, culture, source or composition, which
at the date of the Sale had a value materially less
than it would have had if the Lot had not been such
an imitation, and which is not stated to be such
an imitation in any description of the Lot. A Lot will
not be a Forgery by reason of any damage to, and/
or restoration and/ or modification work (including
repainting or over painting) having been carried
out on the Lot, where that damage, restoration
or modification work (as the case may be) does
not substantially affect the identity of the Lot as
one conforming to the description of the Lot.
“Guarantee” the obligation undertaken personally by
Bonhams to the Buyer in respect of any Forgery and,
in the case of specialist Stamp Sales and/or specialist
Book Sales, a Lot made up of a Stamp or Stamps or
a Book or Books as set out in the Buyer’s Agreement.
“Hammer Price” the price in the currency in which
the Sale is conducted at which a Lot is knocked
down by the Auctioneer.
“Hybrid Sale” a Live Sale conducted by an
Auctioneer but in a closed auction room not open
to the public, except for pre-Sale viewing by
appointment with Bonhams.
‘’Live Sale’’ a Sale conducted by an Auctioneer,
open to the public for both viewing and attendance
at the Sale.
“Loss and Damage Warranty” means the warranty
described in paragraph 8.2 of the Conditions of
Business.
“Loss and Damage Warranty Fee” means the fee
described in paragraph 8.2.3 of the Conditions of
Business.
“Lot” any item consigned to Bonhams with a view to
its Sale at auction or by private treaty (and reference
to any Lot will include, unless the context otherwise
requires, reference to individual items comprised in
a group of two or more items offered for Sale as one
Lot).
“Motoring Catalogue Fee” a fee payable by the
Seller to Bonhams in consideration of the additional
work undertaken by Bonhams in respect of the
cataloguing of motor vehicles and in respect of the
promotion of Sales of motor vehicles.
“Notional Charges” the amount of Commission
which would have been payable if the Lot had been
sold at the Notional Price.
“Notional Fee” the sum on which the Consignment
Fee payable to Bonhams by the Seller is based and
which is calculated according to the formula set out in
the Conditions of Business.
“Notional Price” the latest in time of the average
of the high and low Estimates given by us to you or
stated in the Catalogue or, if no such Estimates have
been given or stated, the Reserve applicable to the
Lot.
“Notice to Bidders” the notice printed at the back
or front of our Catalogues.
‘’Online Sale’’ a Sale conducted online only with no
Auctioneer, with discretionary pre-Sale viewing by
appointment with Bonhams.
“Purchase Price” the aggregate of the Hammer
Price, the Buyer’s Premium and any Expenses.
“Reserve” the minimum price at which a Lot may be
sold (whether at auction or by private treaty).
“Sale” the auction Sale, whether by Live auction, a
Hybrid auction or in an Online Sale, at which a Lot is
to be offered for Sale by Bonhams.
“Sale Proceeds” the net amount due to the Seller
from the Sale of a Lot, being the Hammer Price less
the Commission and any Withholding Tax payable by
non-resident sellers, Expenses and any other amount
due to us in whatever capacity and howsoever
arising.
“Seller” the person who offers the Lot for Sale
named on the Contract Form. Where the person
so named identifies on the form another person as
acting as his agent, or where the person named on
the Contract Form acts as an agent for a principal
(whether such agency is disclosed to Bonhams or
not), “Seller” includes both the agent and the principal
who shall be jointly and severally liable as such. The
Seller is also referred to in the Conditions of Business
by the words “you” and “your”.
“Specialist Examination” a visual examination of a
Lot by a specialist on the Lot.
“Stamp” means a postage Stamp offered for Sale at
a Specialist Stamp Sale.
“Standard Examination” a visual examination of a
Lot by a non-specialist member of Bonhams’ staff.
“Storage Contract” means the contract described
in paragraph 8.3.3 of the Conditions of Business
or para- graph 4.4 of the Buyer’s Agreement (as
appropriate).
“Storage Contractor” means the company
identified as such in the Catalogue.
“Terrorism” means any act or threatened act of
terror- ism, whether any person is acting alone or on
behalf of or in connection with any organisation(s)
and/or government(s), committed for political,
religious or ideological or similar purposes including,
but not limited to, the intention to influence any
government and/or put the public or any section of
the public into fear.
“Website” Bonhams Website at www.bonhams.com.
“Withdrawal Notice” the Seller’s written notice to
Bonhams revoking Bonhams’ instructions to sell a Lot.
“Without Reserve” where there is no minimum price
at which a Lot may be sold (whether at auction or by
private treaty).
GLOSSARY
The following expressions have specific legal
meanings with which you may not be familiar.
The following glossary is intended to give you an
understanding of those expressions but is not
intended to limit their legal meanings:
“bailee”: a person to whom goods are entrusted.
“indemnity”: an obligation to put the person who
has the benefit of the indemnity in the same position
in which he would have been, had the circumstances
giving rise to the indemnity not arisen and the
expression “indemnify” is construed accordingly.
“interpleader proceedings”: proceedings in the
Courts to determine ownership or rights over a Lot.
“knocked down”: when a Lot is sold to a Bidder,
indicated by the fall of the hammer at the Sale. “lien”:
a right for the person who has possession of the Lot
to retain possession of it.
“risk”: the possibility that a Lot may be lost,
damaged, destroyed, stolen, or deteriorate in
condition or value.
“title”: the legal and equitable right to the ownership
of a Lot.
“tort”: a legal wrong done to someone to whom the
wrong doer has a duty of care.
“warranty”: a legal assurance or promise, upon
which the person to whom the warranty was given
has the right to rely.
SALE OF GOODS ORDINANCE CAP 26
The following is an extract from the Sale of Goods
Ordinance (Chapter 26 of the Laws of Hong Kong):
“Section 14 Implied undertaking as to title etc.
(1) In every contract of sale, other than one to
which subsection (2) applies, there is-
(a) an implied condition on the part of the
seller that in the case of the sale, he has a
right to sell the goods, and in the case of an
agreement to sell, he will have a right to sell
the goods at the time when the property is
to pass; and
(b) an implied warranty that the goods are
free, and will remain free until the time when
the property is to pass, from any charge or
encumbrance not disclosed or known to
the buyer before the contract is made and
that the buyer will enjoy quiet possession
of the goods except so far as it may be
disturbed by the owner or other person
entitled to the benefit of any charge or
encumbrance so disclosed or known.
(2) In a contract of sale, in the case of which
there appears from the contract or is to
be inferred from the circumstances of
the contract an intention that the seller
should transfer only such title as he or a
third person may have, there is-
(a) an implied warranty that all charges
or encumbrances known to the seller
and not known to the buyer have
been disclosed to the buyer before the
contract is made; and
(b) an implied warranty that neither-
(i) the seller; nor
(ii) in a case where the parties to the
contract intend that the seller should
transfer only such title as a third person
may have, that person; nor
(iii) anyone claiming through or under
the seller or that third person otherwise
than under a charge or encumbrance
disclosed or known to the buyer before
the contract is made, will disturb the
buyer’s quiet possession of the goods.
HK/COB/MAIN//V1/09/2020
APPENDIX 1
BUYER’S SALE CONTRACT WITH SELLER
WHERE THE LOT IS TO BE OFFERED IN A LIVE
OR HYBRID AUCTION
IMPORTANT: These terms may be changed in
advance of the Sale of the Lot to you, by the
setting out of different terms in the Catalogue
for the Sale and/or by placing an insert or
amendment in the Catalogue and/or by notices
at the Sale venue and/or on Bonhams’ website,
and/or by oral announcements before and
during the Sale
at the Sale venue. You should be alert to this
possibility of changes and ask in advance of
bidding if there have been any.
Under this contract the Seller’s liability in respect
of the quality of the Lot, it’s fitness for any
purpose and its conformity with any Description
is limited. You are strongly advised to examine
the Lot for yourself and/or obtain an independent
examination of it before you buy it.
1 THE CONTRACT
1.1 These terms and the relevant terms for
Bidders and Buyers in the Notice to Bidders
govern the Contract for Sale of the Lot by
the Seller to the Buyer.
1.2 The Definitions and Glossary contained in
the Conditions of Business at paragraph 22
are incorporated into this Contract for Sale
and a separate copy can also be provided
by Bonhams on request. Where words and
phrases are used which are in the List of
Definitions, they are printed in italics.
1.3 The Seller sells the Lot as the principal to
the Contract for Sale, such contract being
made between the Seller and you through
Bonhams which acts in the sole capacity as
the Seller’s agent and not as an additional
principal. However, if the Catalogue states
that Bonhams sells the Lot as principal,
or such a statement is made by an
announcement by the Auctioneer, or by
a notice at the Sale, or an insert in the
Catalogue, then Bonhams is the Seller for
the purposes of this agreement.
1.4 The contract is made on the fall of the
Auctioneer’s hammer in respect of the Lot
when it is knocked down to you.
2 SELLER’S WARRANTIES AND
UNDERTAKINGS
2.1 The Seller warrants and undertakes to you
that:
2.1.1 the Seller is the owner of the Lot or is duly
authorised to sell the Lot by the owner;
2.1.2 save as disclosed in the Entry for the Lot in
the Catalogue, the Seller sells the Lot with
full title guarantee or, where the Seller is
an executor, trustee, liquidator, receiver or
administrator, with whatever right, title or
interest he may have in the Lot;
2.1.3 except where the Sale is by an executor,
trustee, liquidator, receiver or administrator
the Seller is both legally entitled to sell the
Lot, and legally capable of conferring on
you quiet possession of the Lot and that
the Sale conforms in every respect with
the terms implied by the Sale of Goods
Ordinance Cap 26 Section 14(1) (see the
Definitions and Glossary);
2.1.4 the Seller has complied with all
requirements, legal or otherwise, relating
to any export or import of the Lot, and all
duties and taxes in respect of the export
or import of the Lot have (unless stated to
the contrary in the Catalogue or announced
by the Auctioneer) been paid and, so far
as the Seller is aware, all third parties have
complied with such requirements in the
past;
2.1.5 items consigned by the Seller are not
connected with or derived from any criminal
activity, including without limitation tax
evasion, money laundering or terrorist
financing or in breach of any applicable
international trade sanctions;
2.1.6 subject to any alterations expressly
identified as such made by announcement
or notice at the Sale venue or by the
Notice to Bidders or by an insert in the
Catalogue or on the Bonhams website,
the Lot corresponds with the Contractual
Description of the Lot, being that part of the
Entry about the Lot in the Catalogue which
is in bold letters and (except for colour) with
any photograph of the Lot in the Catalogue.
3 DESCRIPTIONS OF THE LOT
3.1 Paragraph 2.1.5 sets out what is the
Contractual Description of the Lot.
In particular, the Lot is not sold as
corresponding with any part of the Entry
in the Catalogue which is not printed in
bold letters, the remainder of which Entry
merely sets out (on the Seller’s behalf)
Bonhams’ opinion about the Lot and which
is not part of the Contractual Description
upon which the Lot is sold. Any statement
or representation other than that part of
the Entry referred to in paragraph 2.1.5
(together with any express alteration to it
as referred to in paragraph 2.1.5), including
any Description or Estimate, whether
made orally or in writing, including in the
Catalogue or on Bonhams’ Website, or by
conduct, or otherwise, and whether by or
on behalf of the Seller or Bonhams and
whether made prior to or during the Sale,
is not part of the Contractual Description
upon which the Lot is sold.
3.2 Except as provided in paragraph 2.1.5,
the Seller does not make or give and does
not agree to make or give any contractual
promise, undertaking, obligation, guarantee,
warranty, or representation of fact, or
undertake any duty of care, in relation to
any Description of the Lot or any Estimate
in relation to it, nor of the accuracy or
completeness of any Description or
Estimate which may have been Bonhams.
No such Description or Estimate is
incorporated into this Contract for Sale.
4 FITNESS FOR PURPOSE AND
SATISFACTORY QUALITY
4.1 The Seller does not make and does not
agree to make any contractual promise,
undertaking, obligation, guarantee,
warranty, or representation of fact in relation
to the satisfactory quality of the Lot or its
fitness for any purpose.
4.2 The Seller will not be liable for any breach
of any undertaking, whether implied by
the Sale of Goods Ordinance Cap 26 or
otherwise, as to the satisfactory quality of
the Lot or its fitness for any purpose.
5 RISK, PROPERTY AND TITLE
5.1 Risk in the Lot passes to you after 7 days
from the day upon which it is knocked
down to you on the fall of the Auctioneer’s
hammer in respect of the Lot, or upon
collection of the Lot if earlier. The Seller will
not be responsible thereafter for the Lot
prior to you collecting it from Bonhams or
the Storage Contractor, with whom you
have separate contract(s) as Buyer. You
will indemnify the Seller and keep the Seller
fully indemnified from and against all claims,
proceedings, costs, expenses and losses
arising in respect of any injury, loss and
damage caused to the Lot beyond 7 days
from the day of the fall of the Auctioneer’s
hammer until you obtain full title to it.
5.2 Title to the Lot remains in and is retained by
the Seller until: (i) the Purchase Price and all
other sums payable by you to Bonhams in
relation to the Lot have been paid in full to
and received in cleared funds by Bonhams,
and (ii) Bonhams has completed its
investigations pursuant to clause 3.11 of the
Buyer’s Agreement with Bonhams set out in
Appendix 2 in the catalogue.
6 PAYMENT
6.1 Your obligation to pay the Purchase Price
arises when the Lot is knocked down to you
on the fall of the Auctioneer’s hammer in
respect of the Lot.
6.2 Time will be of the essence in relation to
payment of the Purchase Price and all other
sums payable by you to Bonhams. Unless
agreed in writing with you by Bonhams on
the Seller’s behalf (in which case you must
comply with the terms of that agreement),
all such sums must be paid to Bonhams by
you in the currency in which the Sale was
conducted by not later than 4.30pm on the
second working day following the Sale and
you must ensure that the funds are cleared
by the seventh working day after the Sale.
Payment must be made to Bonhams by
one of the methods stated in the Notice to
Bidders unless otherwise agreed with you
in writing by Bonhams. If you do not pay in
full any sums due in accordance with this
paragraph, the Seller will have the rights set
out in paragraph 8 below.
7 COLLECTION OF THE LOT
7.1 Unless otherwise agreed in writing with you
by Bonhams, the Lot will be released to
you or to your order only when: (i) Bonhams
has received cleared funds to the amount
of the full Purchase Price and all other
sums owed by you to the Seller and to
Bonhams and (ii) Bonhams has completed
its investigations pursuant to clause 3.11
of the Buyer’s Agreement with Bonhams
set out in Appendix 2 in the Catalogue or
e-catalogue.
7.2 The Seller is entitled to withhold possession
from you of any other Lot he has sold to
you at the same or at any other Sale and
whether currently in Bonhams’ possession
or not, until payment in full and in cleared
funds of the Purchase Price and all other
sums due to the Seller and/or Bonhams in
respect of the Lot.
HK/COB/MAIN//V1/09/2020
7.3 You should note that Bonhams has reserved
the right not to release the Lot to you until
its investigations under paragraph 3.11 of
the Buyers’ Agreement set out in Appendix
2 have been completed to Bonhams’
satisfaction.
7.4 You will collect and remove the Lot at your
own expense from Bonhams’ custody and/
or control or from the Storage Contractor’s
custody in accordance with Bonhams’
instructions or requirements.
7.5 You will be wholly responsible for packing,
handling and transport of the Lot on
collection and for complying with all import
or export regulations in connection with
the Lot.
7.6 You will be wholly responsible for any
removal, storage or other charges or
expenses incurred by the Seller if you do
not remove the Lot in accordance with
this paragraph 7 and will indemnify the
Seller against all charges, costs, including
any legal costs and fees, expenses and
losses suffered by the Seller by reason of
your failure to remove the Lot including any
charges due under any Storage Contract.
All such sums due to the Seller will be
payable on demand.
8 FAILURE TO PAY FOR THE LOT
8.1 If the Purchase Price for a Lot is not paid
to Bonhams in full in accordance with
the Contract for Sale, the Seller will be
entitled, with the prior written agreement
of Bonhams but without further notice
to you, to exercise one or more of the
following rights (whether through Bonhams
or otherwise):
8.1.1 to terminate immediately the Contract for
Sale of the Lot for your breach of contract;
8.1.2 to resell the Lot by auction, private treaty
or any other means on giving seven days’
written notice to you of the intention to
resell;
8.1.3 to retain possession of the Lot;
8.1.4 to remove and store the Lot at your
expense;
8.1.5 to take legal proceedings against you for
any sum due under the Contract for Sale
and/or damages for breach of contract;
8.1.6 to be paid interest on any monies due (after
as well as before judgement or order) at
the annual rate of 5% per annum above the
base rate of the Hong Kong and Shanghai
Banking Corporation from time to time to
be calculated on a daily basis from the date
upon which such monies become payable
until the date of actual payment;
8.1.7 to repossess the Lot (or any part thereof)
which has not become your property, and
for this purpose (unless the Buyer buys the
Lot as a Consumer from the Seller selling
in the course of a Business) you hereby
grant an irrevocable licence to the Seller
by himself and to his servants or agents to
enter upon all or any of your premises (with
or without vehicles) during normal Business
hours to take possession of the Lot or part
thereof;
8.1.8 to retain possession of any other property
sold to you by the Seller at the Sale or any
other auction or by private treaty until all
sums due under the Contract for Sale shall
have been paid in full in cleared funds;
8.1.9 to retain possession of, and on three
months’ written notice to sell, Without
Reserve, any of your other property in the
possession of the Seller and/or of Bonhams
(as bailee for the Seller) for any purpose
(including, without limitation, other goods
sold to you) and to apply any monies due to
you as a result of such Sale in satisfaction
or part satisfaction of any amounts owed to
the Seller or to Bonhams; and
8.1.10 so long as such goods remain in the
possession of the Seller or Bonhams as its
bailee, to rescind the contract for the Sale
of any other goods sold to you by the Seller
at the Sale or at any other auction or by
private treaty and apply any monies received
from you in respect of such goods in part or
full satisfaction of any amounts owed to the
Seller or to Bonhams by you.
8.2 You agree to indemnify the Seller against
all legal and other costs of enforcement,
all losses and other expenses and costs
(including any monies payable to Bonhams
in order to obtain the release of the Lot)
incurred by the Seller (whether or not
court proceedings will have been issued)
as a result of Bonhams taking steps under
this paragraph 8 on a full indemnity basis
together with interest thereon (after as well
as before judgement or order) at the rate
specified in paragraph 8.1.6 from the date
upon which the Seller becomes liable to pay
the same until payment by you.
8.3 On any resale of the Lot under paragraph
8.1.2, the Seller will account to you in
respect of any balance remaining from any
monies received by him or on his behalf in
respect of the Lot, after the payment of all
sums due to the Seller and to Bonhams,
within 28 days of receipt of such monies by
him or on his behalf.
9 THE SELLER’S LIABILITY
9.1 The Seller will not be liable for any injury,
loss or damage caused by the Lot after the
fall of the Auctioneer’s hammer in respect of
the Lot.
9.2 Subject to paragraph 9.3 below, except
for breach of the express warranties and
undertakings provided in paragraph 2, the
Seller will not be liable for any breach of any
term that the Lot will correspond with any
Description applied to it by or on behalf of
the Seller, whether implied by the Sale of
Goods Act 1979 or otherwise.
9.3 Unless the Seller sells the Lot in the course
of a Business and the Buyer buys it as a
Consumer
9.3.1 the Seller will not be liable (whether in
negligence, other tort, breach of contract or
statutory duty or in restitution or under the
Misrepresentation Ordinance Cap 284, or
in any other way) for any lack of conformity
with, or inaccuracy, error, misdescription or
omission in any Description of the Lot or
any Entry or Estimate in relation to the Lot
made by or on behalf of the Seller (whether
made in writing, including in the Catalogue
or e-catalogue, or on the Website, or orally,
or by conduct or otherwise) and whether
made before or after this agreement or prior
to or during the Sale;
9.3.2 the Seller will not be liable for any loss
of Business, Business profits or revenue
or income or for loss of reputation or for
disruption to Business or wasted time
on the part of the Buyer or of the Buyer’s
management or staff or, for any indirect
losses or consequential damages of any
kind, irrespective in any case of the nature,
volume or source of the loss or damage
alleged to be suffered, and irrespective of
whether the said loss or damage is caused
by or claimed in respect of any negligence,
other tort, breach of contract, statutory
duty, restitutionary claim or otherwise;
9.3.3 in any circumstances where the Seller is
liable to you in respect of the Lot, or any
act, omission, statement, or representation
in respect of it, or this agreement or its
performance, and whether in damages,
for an indemnity or contribution or for
a restitutionary remedy or in any way
whatsoever, the Seller’s liability will be
limited to payment of a sum which will not
exceed by way of maximum the amount of
the Purchase Price of the Lot irrespective in
any case of the nature, volume or source of
any loss or damage alleged to be suffered
or sum claimed as due, and irrespective
of whether the liability arises from any
negligence, other tort, breach of contract,
statutory duty, bailee’s duty, restitutionary
claim or otherwise.
9.4 Nothing set out in paragraphs 9.1 to 9.3
above will be construed as excluding or
restricting (whether directly or indirectly) any
person’s liability or excluding or restricting
any person’s rights or remedies in respect
of (i) fraud, or (ii) death or personal injury
caused by the Seller’s negligence (or any
person under the Seller’s control or for
whom the Seller is legally responsible), or
(iii) acts or omissions for which the Seller
is liable under the Occupiers Liability
Ordinance Cap 314, or (iv) any other
liability to the extent the same may not be
excluded or restricted as a matter of law.
10 MISCELLANEOUS
10.1 You may not assign either the benefit or
burden of the Contract for Sale.
10.2 The Seller’s failure or delay in enforcing
or exercising any power or right under
the Contract for Sale will not operate or
be deemed to operate as a waiver of his
rights under it except to the extent of any
express waiver given to you in writing. Any
such waiver will not affect the Seller’s ability
subsequently to enforce any right arising
under the Contract for Sale.
10.3 If either party to the Contract for Sale is
prevented from performing that party’s
respective obligations under the Contract
for Sale by circumstances beyond its
reasonable control (including without
limitation, governmental intervention,
industrial action, insurrection, warfare
(declared or undeclared) terrorism, power
failure, epidemic or natural disaster) or if
performance of its obligations would by
HK/COB/MAIN//V1/09/2020
reason of such circumstances give rise to
a significantly increased financial cost to
it, that party will not, for so long as such
circumstances prevail, be required to
perform such obligations. This paragraph
does not apply to the obligations imposed
on you by paragraph 6.
10.4 Any notice or other communication to be
given under the Contract for Sale must be
in writing and may be delivered by hand or
sent by first class post or air mail or fax
transmission, if to the Seller, addressed c/o
Bonhams at its address or fax number in
the Catalogue (marked for the attention of
the Company Secretary), and if to you to
the address or fax number of the Buyer
given in the Bidder Registration Form (unless
notice of any change of address is given in
writing). It is the responsibility of the sender
of the notice or communication to ensure
that it is received in a legible form within any
applicable time period.
10.5 If any term or any part of any term
of the Contract for Sale is held to
be unenforceable or invalid, such
unenforceability or invalidity will not
affect the enforceability and validity of the
remaining terms or the remainder of the
relevant term.
10.6 References in the Contract for Sale to
Bonhams will, where appropriate, include
reference to Bonhams’ officers, employees
and agents and to any subsidiary of
Bonhams Holdings Limited and to its
officers, employees and agents.
10.7 The headings used in the Contract for Sale
are for convenience only and will not affect
its interpretation.
10.8 In the Contract for Sale “including” means
“including, without limitation”.
10.9 References to the singular will include
reference to the plural (and vice versa) and
reference to any one gender will include
reference to the other genders.
10.10 Reference to a numbered paragraph is to a
paragraph of the Contract for Sale.
10.11 Save as expressly provided in paragraph
nothing in the Contract for Sale confers
(or purports to confer) on any person who
is not a party to the Contract for Sale any
benefit conferred by, or the right to enforce
any term of, the Contract for Sale.
10.12 Where the Contract for Sale confers an
immunity from, and/or an exclusion or
restriction of, the responsibility and/or
liability of the Seller, it will also operate in
favour and for the benefit of Bonhams,
Bonhams’ holding company and the
subsidiaries of such holding company and
the successors and assigns of Bonhams
and of such companies and of any officer,
employee and agent of Bonhams and such
companies, each of whom will be entitled
to rely on the relevant immunity and/or
exclusion and/or restriction within and for
the purposes of Contracts (Rights of Third
Parties) Ordinance Cap 623, which enables
the benefit of a contract to be extended to
a person who is not a party to the contract,
and generally at law.