MacDougall's Fine Art Auctions

MacDougall's Terms & Conditions of Sale - May 2012

1. These Terms and Conditions govern the contractual relations of the vendors, the prospective buyers, and MacDougall Arts Ltd. All bids shall be treated as offers made upon these Terms and Conditions of Sale.

2. In these Terms and Conditions of Sale, MacDougall Arts Ltd. – who act as auctioneer and usually as agents for the vendor – are called “MacDougall’s” or “us”; and the representative of MacDougall Arts Ltd. conducting the auction is called “The Auctioneer”.

Hammer Price

3. The hammer price means the highest bid accepted by the Auctioneer. The highest bidder acceptable to the Auctioneer shall be the buyer. The purchase price payable by the buyer shall be the aggregate of the hammer price plus buyer’s premium (together with any VAT chargeable on the hammer price and buyer’s premium). The buyer’s premium is at a rate of 25% on the first Ł25,000, 20% on the amount between Ł25,000 and Ł500,000, and at a rate of 12% on the amount above Ł500,000, of the hammer price. By the making of any bid the buyer acknowledges that on the sale of any lot MacDougall’s may receive from the vendor a vendor’s commission in addition to the said buyer’s premium. All prices are quoted in UK Pounds Sterling.

VAT

4. Lots are normally sold under the UK Auctioneers Margin Scheme. Input tax deduction has not been and will not be claimed in respect of such lots. The charge for the buyer’s premium will include VAT on the charges described above, which will not be shown separately and may not be reclaimed as input tax.

5. Items marked with an asterisk (*) have been imported from outside the EU. 5% will be added to the hammer price and buyer’s premium to cover Import VAT. EU VAT registered buyers should note that neither this 5% nor the VAT on the buyer’s premium can be refunded or claimed against VAT.

6. Buyers from outside the EU who intend to ship their purchases outside the EU within three months should tell MacDougall’s at time of payment. For them, the VAT charge included in the premium (and the 5% charge on asterisked lots) will be treated as a deposit, refundable on presentation of documentary proof of export outside the EU within three months.

Droit de Suite (Artist's Resale Right)

7.1. Some works will be subject to Droit de Suite (Artist's Resale Right), and will be so indicated with a "§" mark in the catalogue or otherwise notified. This is a royalty payable to a qualifying artist (citizens of EU and EEA countries) each time a work is re-sold during the artist’s lifetime and to their descendents for 70 years after the artist’s death.

7.2 Buyers will be charged an amount equal to this resale royalty where it applies. These resale royalties are not subject to VAT and do not apply when the hammer price is less than 1,000 euros. Invoices are normally issued in Pounds Sterling, with the resale royalty calculated on the basis of the European Central Bank reference rate on the date of the sale.

7.3 Droit de Suite Scale

8. A minimum price has been guaranteed to the seller for lots marked with the symbol “°”. This guarantee may be provided by MacDougall’s, by a third party or jointly by MacDougall’s and a third party. Third parties providing all or part of a guarantee benefit financially if a guaranteed lot is sold successfully and may incur a loss if the sale is not successful.

9. Bidding is regulated at the sole discretion of the Auctioneer, who reserves the right to accept or reject any bid. In the case of lots upon which the vendor has placed a reserve, the Auctioneer shall have the right to bid on behalf of the vendor, but no higher than the reserve. MacDougall Arts Ltd., its Directors, its staff, or its consultants may own or have a beneficial interest in a lot being sold. All lots are offered subject to a Reserve Price agreed in writing with the vendor; it shall be no higher than the low estimate of the hammer price. MacDougall’s have absolute discretion to refuse admission to the auction.

10. If instructed, MacDougall’s will execute bids for prospective buyers. This service is free. Lots will always be purchased as cheaply as is allowed by such other bids and reserves as are on the Auctioneer’s books. In the event of identical bids, the earliest will take precedence. There must always be a maximum limit indicated, i.e. the amount to which the buyer would bid if attending the auction in person. «Buy» or unlimited bids will not be accepted. Commission bids placed by telephone are accepted at the client’s risk.

11. The buyer shall forthwith supply his name and address and his bank and other suitable references. The buyer may also be required to pay forthwith the whole or any part of the purchase price, and if he fails to do so the lot or lots may at the Auctioneer’s absolute discretion be put up for sale again and resold. Bidders act as principal unless they have prior written consent from MacDougall’s to bid as agent for another party. Bidders are personally liable for their bid and are jointly and severally liable with their principal if bidding as agent.

(b) No lot can be taken away until the full purchase price has been paid with cleared funds.

(c) Buyers are reminded that they may require an export licence for some items in order to remove the lot from the United Kingdom, that they alone are responsible for obtaining any such licence, and that the sale is valid whether or not such licence is obtained.

(d) In completing the bidder registration and providing your credit card details you authorise MacDougall’s, if they so wish, to charge the credit card given in part or full payment, including all fees, for items successfully purchased in the sale; and confirm that you are authorised to provide these credit card details.

13. If a buyer fails either to pay for, or take away, a lot after a successful bid, MacDougall’s shall be entitled at their absolute discretion to exercise one or more of the following rights.

(b) To store the lot or cause it to be stored at their own premises or warehouses elsewhere at the sole expense and risk of the buyer, and to release the lot only after payment in full of the purchase price, accrued storage and haulage charges and all other costs incurred by MacDougall’s in connection with the lot.

(c) To charge interest and storage charges. Interest is charged at 10% per annum, and storage charges at 50 pounds per lot per week. However these charges will be waived if payment is received by the 21 day contractual deadline and the purchases are collected within four months.

(d) With seven day’s notice to the buyer to resell the lot or cause it to be resold by public or private sale. Any deficiency in the purchase price attending such resale (after giving credit for any payment and after deducting full costs incurred in connection with the lot) to be made good by the defaulting buyer, any surplus (after retention by MacDougall’s of the premium) to be paid to the vendor.

(e) Commence legal proceedings on behalf of the vendor to recover the purchase price and other expenses for that lot.

(f) Release the name and address of the buyer to the vendor to enable the vendor to commence the legal proceedings against the buyer.

(g) MacDougall’s shall in all circumstances be entitled to exercise a lien against any property belonging to the buyer or where the buyer has acted as an agent any property belonging to the buyer’s principal which is in the possession of or in the control of MacDougall’s in respect of any debt howsoever arising owed by the buyer (or the buyer’s principal) to MacDougall’s notwithstanding that the value of the property exceeds the amount owed to MacDougall’s.

(h) MacDougall’s may set off any sums owed by a buyer or its principal against any money owed by MacDougall’s to the buyer or its principal not withstanding that MacDougall’s may have in their possession or under their control property belonging to the buyer or its principal.

((i) MacDougall’s are entitled at their absolute discretion to apportion any monies received by or on behalf of the buyer against any sums owed by the buyer or its principal by or on behalf of the buyer against any sums owed by the buyer or its principal to MacDougall’s.

((j) Where purchases are not collected within one month from the date of the sale, whether or not payment has been made, we shall be permitted to remove the property to a third party warehouse at the buyer's expense, and only release the items after payment in full has been made of removal, storage, handling, and any other costs reasonably incurred, together with payment of all other amounts due to us.

14. Legal title shall not pass to the buyer until the lot has been paid for in full, but each lot will immediately on the fall of the hammer be and remain in every respect at the risk of the buyer.

15. MacDougall’s reserve the right to withdraw, consolidate, divide or alter any lot or combine any two or more lots.

16. All statements in the catalogues, advertisements or brochures of forthcoming sales are statements of opinion only. Illustrations in the catalogues, advertisements or brochures of forthcoming sales may not necessarily reveal imperfections in any lot. The exact physical description of any lot and the extent of any defect, restoration or repair to any lot should be ascertained by intending buyers through inspection. Each buyer by making a bid for a lot acknowledges that he has satisfied himself fully before bidding by inspection or otherwise as to all the sale conditions the physical condition of and description of the lot including but not restricted to whether the lot is damaged or has been repaired or restored.

17. MacDougall’s reserve the full and absolute right to illustrate and photograph any lot placed in its hands for sale, and to use these photographs and illustrations at any time at its absolute discretion (whether or not in connection with the auction).

18. Notwithstanding any other terms of these conditions, if within one year after the sale the buyer of any lot gives notice in writing to the Auctioneer that in his view the lot is a counterfeit (i.e. an imitation created to deceive as to authorship, origin, date, or age); and within fourteen days after such notification the buyer returns the lot to the Auctioneer in the same condition as at the time of sale and free of third party claims; and by producing evidence, with the burden of proof to be upon the buyer, satisfies MacDougall Arts Ltd. that the lot is a counterfeit, not reflected by the description in the catalogue; then the sale of the lot will be rescinded and the purchase price of the same refunded. No lot shall be considered a counterfeit by reason only of any damage and/or restoration and/or modification work of any kind including repainting or over-painting. This limited right of refund lies with the original buyer only and is not transferable to third parties.

19. By agreeing to these Terms and Conditions, vendors, bidders, and buyers agree to the storage and processing of their personal information by the Auctioneer. The data may be stored in countries which do not offer equivalent protection of personal information to that offered in the EU. The Auction may be subject to video and audio recording by the Auctioneer. The Data Controller is MacDougall Arts Ltd.

20(a). All sales and related matters included within these Conditions of Sale shall be governed by and construed in accordance with the laws of England (regardless of where the lot may have been received by the Auctioneer) and the buyer submits to the exclusive jurisdiction of the English courts.

20(b). Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London. The language to be used in the arbitral proceedings shall be English. The governing law of the contract shall be the substantive law of England and Wales.

21. Where a translation of this agreement has been provided, it is agreed that the English language version shall be the governing one.

For payments by wire transfer, please direct payment in UK pounds sterling (with all charges to be paid by sender, and include a reference to the lot number) to: