Watches Condition of Sale
CONDITIONS OF SALE
1. Before, during, and after all auctions, Gelardini and Romani Wine Auction Limited and its successors and assigns (“GR”) act only as agent for the owner (the “Seller”) of each property specified in this catalogue and subject to a separate bid at auction (a “Lot”). The contract for the sale of each Lot is therefore made between the Seller and the highest bidder accepted by the auctioneer (the “Buyer”). These Conditions of Sale/Purchase Agreement (this “Agreement” or these “Conditions of Sale”), together with the instruments captioned (i) Legend, (ii) Collection and Shipment of Watches, (iii) Personal Data Collection Statement and (iv) Absentee Bids Forms, as published by GR and in effect from time to time, constitute the terms on which the Buyer may bid and buy at auctions conducted by GR. These terms may be amended by addendum, errata, posted notices, or oral announcements made before or during any auction.
2. GR has attempted to describe each Lot in this catalogue accurately; however, GR shall not be liable for any description and makes no express or implied representation, warranty, or guarantee regarding any part, components, description, characteristic, history and/or quality of the Lot, including but not limited to the origin, age, condition, make, model, material, working order, rarity, authenticity, imperfection, faults, repair or restoration history, movement, case, dial, pendulum or separate base(s), wheels, hands, crowns, crystals, screws, bracelets, bands, accuracy, water-resistance nature, dust-resistance, corrosion-resistance, value, or estimated value of any Lot. GR also retains the absolute right to amend at any time and in any manner any description of any Lot. Classifications in the text are for identification purposes only and are based on standard sources. . Each statement contained in this catalogue and each other statement, whether oral or written, and whether made in an advertisement, bill of sale, addendum, notice, or announcement is a statement of opinion only, and shall not be relied upon by any bidder. Images appearing in this catalogue or elsewhere are for illustrative purposes only and may not be relied upon to reveal imperfections and/or faults in any Lot. The absence of a condition report to a Lot or the absence of a reference to damage to the catalogue does not imply that the Lot is in good condition, working order or free from restoration or repair. Prospective bidders must satisfy themselves by inspection or other means as to all considerations pertinent to any decision to place any bid. EACH LOT IS SOLD “AS IS” except as provided in paragraph 18.
3. Without prejudice to the foregoing, each prospective bidder and/or Buyer by participating in any auction of GR and/or purchasing any Lot, each of them agrees and acknowledges as follows:-
(I) GR’s knowledge in relation to each Lot is partially dependent on information provided to it by the Seller, and GR is not able to and does not carry out exhaustive due diligence on each Lot. Prospective bidders and/or the Buyer accepts responsibility for carrying out inspections and investigations to satisfy themselves as to the Lots in which they may be interested;
(II) each Lot offered for sale at GR’s auction is available for inspection by prospective bidders prior to the auction, and inspections shall be conducted at such time and in such manner as prescribed and determined in the absolute discretion of GR; and GR accepts bids on Lots solely on the basis that prospective bidders (and independent experts on their behalf to the extent appropriate given the nature and value of the Lot and the prospective bidder’s own expertise) have fully inspected the Lot prior to bidding and have satisfied themselves as to both the condition of the Lot and the accuracy of its description;
(III) many Lots are of an age and type which means that they are not in perfect condition. All Lots are offered for sale in their “as is” condition at the time of the auction (whether or not prospective bidders and/or the Buyer are in attendance of the auction). Catalogue descriptions may on occasions make reference to particular imperfections of a Lot but prospective bidders and/or the Buyer should note that Lots may have other faults not expressly referred to in the catalogue;
(IV) in the catalogue description of a Lot in which significant damage may be mentioned, prospective bidders and Buyers acknowledge that not all faults and imperfections are included;
(V)Lots which are watches in water-resistant cases may have been opened to examine movements and no warranties are made that the watches are currently water-resistant;
(VI) no guarantee is provided by GR and/or the Seller for the authenticity of any individual component parts within or comprising the watch (inclusive of bracelets and bands where applicable) since subsequent repairs and restoration work may have resulted in the replacement of original parts;
(VII) bands made of materials derived from endangered or otherwise protected species are not sold with the watches and are for display purposes only, and GR reserve the right to remove these bands prior to shipping;
(VIII) in relation to bands, GR and/or the Seller do not guarantee the material of manufacture; and
(IX) all electrical and mechanical goods are sold on the basis of their decorative value only and should not be assumed to be operative. It is essential that prior to any intended use, the electrical system is checked and approved by a qualified electrician.
4. Prior to each auction, prospective bidders must complete and sign a registration form and provide identification and proof of age. GR shall require the production of credit card information or bank or other financial references and retains the right, at GR’s absolute discretion, to refuse any prospective bidder admission to or participation in any auction. By participating in the auction and providing GR with credit card information, each Buyer consents and authorizes GR to charge all payments described herein to such credit card at any time.
5. Unless otherwise indicated, all Lots shall be sold in Hong Kong dollars and all Hong Kong auctions shall be conducted in Hong Kong dollars. All accepted bids in currency other than Hong Kong dollars will be converted to Hong Kong dollars by the then prevailing exchange rate prescribed by The Hongkong and Shanghai Banking Corporation Limited, at which point the respective bids will be rounded up to the nearest valid bid increment as necessary.
6. Unless otherwise indicated, the respective price shown in this catalogue for each lot is the reserve price established for each Lot. GR reserves the right to raise the reserve price at any time prior to the time the Lot is opened for bidding. Should bidding not meet the reserve price, GR may protect such reserve by bidding on behalf of the Seller. Sellers have agreed not to enter a bid or to cause a bid to be entered on any Lot of which they are the owner. GR further reserves the right to offer for sale at auction lots consisting of watches owned by GR.
7. Unless otherwise announced by the auctioneer, all bids are per Lot in consecutive numerical order as they appear in this catalogue. GR retains the absolute right to withdraw or to divide any Lot or to combine any two or more Lots. The aforesaid right may be exercised by GR in any manner.
8. Before or during the auction, the auctioneer and / or auction director has the right, in his sole discretion, to refuse any bid and to advance the bidding in such a manner as he may see fit. Bids otherwise shall be entered in the order in which they are received; provided however, neither GR nor its staff shall be responsible for any failure to enter or any error in entering such bids. Subject to fulfillment of all the conditions set forth herein, the highest bidder accepted by the auctioneer will be the Buyer and the striking of the auctioneer’s hammer marks the acceptance of the “final bid” and the creation of a contract for sale between the Seller and the Buyer.
9. In the case of error or dispute, whether during or after the auction, the auctioneer or auction director has the absolute right to determine the successful bidder, to continue the bidding, to cancel the sale, or to re-offer and resell the Lot in dispute. The decision of the auctioneer or auction director is final, binding, and conclusive in all aspects. At the fall of the hammer, title to and all risk regarding the Lot pass to the Buyer. By participating in the auction, each Buyer represents and warrants to GR that he, she, or it is at least eighteen years old, has the legal authority, right, and capacity to purchase, receive, and possess any Lot purchased.
10. GR will enter written, absentee bids delivered to GR prior to the sale as a courtesy to bidders who are not present at the auction in person, by an agent, or by telephone. If written bids on a particular Lot for identical amounts are received, and, at the auction, these are the highest bids on the Lot, the Lot in question will be sold to the bid received first. The entry of written, absentee bids is undertaken subject to obligations of GR extant at the time of the auction and GR shall not be liable for any error or omission which occurs in affording such courtesy.
11. Prospective bidders may make arrangements with GR, such as providing GR with their credit card information and completing the absentee bid forms, prior to the commencement of the auction, to participate in the bidding by telephone. Telephone bidding is offered as a courtesy to bidders who cannot be present at the auction in person, by an agent, or by written, absentee bid. If telephone bids on a particular Lot for identical amounts are received, and, at the auction, these are the highest bids on the Lot, the Lot in question will be sold to the bid received first. If a telephone bid on a particular Lot is received and at the auction such bid is the only bid on that particular Lot, the Lot will be sold at such bid. The entry of telephone bids is undertaken subject to obligations of GR extant at the time of the auction and GR shall not be liable for any error or omission which occurs in affording such courtesy.
12. A Buyer’s premium of 23.5% shall be added to the final bid price, the total being the final purchase price. In respect of Buyers who are residents of the European Union only, for any lot which the symbol ♦ is shown next to the lot number, no value added tax shall be added to the final bid price and the Buyer’s premium if the relevant lot is being exported to the European Union. Invoices shall be rendered for the final purchase price immediately after each auction and payment is due upon receipt. GR shall retain each Lot sold until the final purchase price has been paid in full. All payments received more than thirty-five (35) days after the sale will be subject to a monthly interest charge of 1.5% per month until invoice is paid in full.
13. Risk in the Lot passes to the Buyer when it is knocked down to the Buyer on the fall of the auctioneer’s hammer in respect of the Lot. Neither GR nor the Seller will be responsible thereafter for the Lot prior to the Buyer collecting it from GR. The Buyer will indemnify the Seller and keep the Seller fully indemnified from and against all claims, proceedings, costs, expenses and losses arising out of or in connection with any inquiry, loss and damage caused to the Lot after the fall of the auctioneer’s hammer until the Buyer obtain full title to it.
14. Buyer shall pay each invoice issued by GR within thirty (30) days from the date of the sale. Payment of any invoice must be made in Hong Kong Dollars, either with cheque or by wire transfer. Credit cards may be accepted for purchases of HK$10,000.00 and less, and if otherwise approved by GR, may be accepted for purchases of HK$10,000 or more. Other means of payment, including Paypal, may be accepted for payment of invoices if approved by GR. By providing GR with a credit card, Buyer authorizes GR to charge all payments described herein to such credit card at any time, including authorizing GR to charge all such payments to the Buyer’s credit card at any time using Paypal with a Paypal account set up by GR. The Buyer is also responsible for the payment of any applicable tax or permit or licensing fee which GR may be required by law to collect at the time of the payment of the final purchase price.
15. Once payment of the final purchase price has been received by GR in full, and subject to compliance by the Buyer with the other terms and conditions of this Agreement, the Lot or Lots involved will be released to the Buyer. All packaging, handling, transporting, insuring, and delivering of purchased Lots is the sole responsibility and occurs at the sole risk and expense of the Buyer. GR is not responsible for any acts or omissions of any carrier or shipper, including, without limitation, any packaging, handling, transporting, insuring, or delivering of any Lot.
16. Various jurisdictions prohibit or impose limitations on exportation and/or importation of materials that may be found in watches, such as gemstones, plant or animal material such as coral, crocodile, ivory, whalebone, tortoiseshell etc., and may require the purchaser, seller, or shipper to possess certain licenses or permits. GR makes no representation or warranty as to the legal right of anyone to ship, import, or export watches and their bands to or from any jurisdiction. GR further assumes no obligation and bears no responsibility whatsoever for applying for or obtaining any such permits or licenses. It shall be the sole responsibility of the bidder to investigate the possibility of such prohibitions, restrictions or limitations and to determine – before bidding at auction – the manner in which watches and their bands (if the relevant bands have been specified to be included as part of the Lot) can legally be brought into any jurisdiction. The denial of any permit or license or any delay in obtaining such permit or license shall neither justify the rescission of any sale nor any delay in making full payment of any Lot.
17. Property sold at auction also may be subject to laws governing exportation from Hong Kong and import restrictions of foreign countries. It shall be the sole responsibility of the Buyer to determine whether an export or import permit or license is required and to obtain any required export or import permit or license. The denial of any permit or license or any delay in obtaining any such permit or license shall neither justify the rescission of any sale nor any delay in making full payment of the Lot. In addition, local laws may prohibit the importation and/or the resale of watches and/or their bands and, no such prohibition shall justify the rescission of any sale or delay in making full payment for any Lot.
18. (I) If, within ninety (90) days after the auction, the Buyer of the Lot notifies GR in writing that such Lot is shown to be a ‘counterfeit’, , GR, in its sole discretion and subject to the terms of this clause, may decide such claim as between the Buyer and Seller by inspection or by such other means as it sees fit. Having decided any such claim, GR may direct that the sale stand or be rescinded and that the purchase price be refunded in whole or in part. GR’s decision as aforesaid will be final and binding on the Buyer and no action shall be brought by Buyer against GR in connection with any such claim. The refund to the Buyer of the purchase price paid by Seller for the Lot shall be Buyer’s sole and exclusive remedy and may not be transferred to any third party, and such remedy only shall be available if the Buyer returns the Lot as expressly permitted hereby in the same condition as the Buyer received it from GR, and the Buyer being able to transfer good title in the Lot free from any third party claims arising after the date of the sale. In no event the Buyer shall be entitled to the rescission of the sale of the Lot if either (a) the catalogue description was in accordance with the generally accepted opinions of scholar(s) and expert(s) at the date of the sale, or the catalogue description indicated that there was a conflict of such opinions; or (b) the only method of establishing at the date of the sale that the item was a counterfeit would have been by means of processes not then generally available or accepted, unreasonably expensive or impractical to use; or likely to have caused damage to the Lot or likely (in GR’s reasonable opinion) to have caused loss of value to the Lot; or (c) there has been no material loss in value of the Lot from its value even though the Lot is not in accordance with its description.
(II) GR has the absolute discretion to require the Buyer to obtain at the Buyer’s cost the reports of two independent and recognised experts in the field acceptable to GR. GR shall not be bound by any reports produced by the Buyer, and reserves the right to seek additional expert advice at its own expense.
(III) GR shall not in any event be liable for any indirect, special, punitive, consequential, loss of profit or other like damages, and GR’s maximum liability shall be the amount paid by the Buyer for any Lot that is subject to return as permitted hereby. The Seller and GR shall have no other liability of any nature or kind under this Agreement, in tort or otherwise, whether at law or in equity, with respect to this Agreement or the offer, purchase and sale of any goods comprising the purchase and sale of the Lot that is subject to return as permitted hereby.
(IV) For the purpose of this clause, “counterfeit” means a Lot that in GR’s reasonable opinion is an imitation created to deceive as to authorship, origin, date, age, period, culture or source, where the correct description of such matters is not reflected by the description of the catalogue (taking into account any Glossary of Terms or Legend). No Lot shall be considered a counterfeit by reason only of any damage and/or restoration and/or modification work of any kind (including replacement parts, repainting or over-painting or repairing work).
19. Unless otherwise agreed by GR, any Lot not collected by the Buyer within thirty (30) days from the date of the auction sale will be removed to storage and the costs of packaging, handling, removing, insuring, and storing in connection therewith shall be assessed as set forth in the “Collection and Shipment of Watches” document, which is a part of this Agreement. Any such Lot will be released from storage only after payment in full of the aforesaid costs.
20. If the Buyer fails to make payment in accordance with these Conditions of Sale within thirty (30) days from the date of the sale, GR shall be entitled, in its absolute discretion: (i) to cancel the sale; (ii) to resell the property publicly or privately for the account and risk of the Buyer and to charge the Buyer for any deficiency in the amount of the final bid in the resale relative to the final bid placed by the Buyer, along with all costs and expenses of both the initial sale and the resale at GR’s regular rates and the buyer’s premium due in connection with the initial sale; (iii) to set off against any amounts which GR may owe the Buyer all sums due from the Buyer; (iv) to exercise all the rights and remedies of a person holding a first priority, perfected security interest in any property in GR’s possession owned by the Buyer; (v) to collect from the Buyer the total amount due plus any loss, cost or expense incurred by GR in effecting such collection; (vi) to charge the Buyer interest at the rate of 18% per annum on all sums due from the Buyer; (vii) to collect from the Buyer liquidated damages equal to 50% of all sums due from the Buyer; (viii) to collect from the Buyer the fees and disbursements of legal counsel to GR incurred in exercising any one or more of the rights or remedies set forth in this Agreement; (ix) to reject at any future auction bids made by or on behalf of the Buyer; (x) to exercise any right or remedy against the Buyer available to the Seller; and (xi) to assert any other rights or remedies available at law or in equity. GR may, in its discretion, exercise any one or more of the preceding remedies and any combination thereof. Where the Buyer has provided GR with a credit card (including all details of such credit card), the Buyer authorizes GR to charge to such credit card all of the sums that are due payable from the Buyer to GR as described under this clause 20 due to the Buyer’s failure to make payment in accordance with these Conditions of Sale within thirty (30) days from the date of the sale (the “Buyer’s Default Payment Sum”). In relation to the charging of the Buyer’s Default Payment Sum to the Buyer’s credit card, the Buyer further authorizes GR to charge all or any part of the Buyer’s Default Payment Sum to such Buyer’s credit card at any time using Paypal with a Paypal account set up by GR.
21. Buyer shall indemnify, defend, and hold GR, its officers, directors, employees, and agents, harmless from any loss, expense (including the fees and disbursements of legal counsel), liability, cost, or damage incurred by reason of: (i) any breach of warranty or any breach of this Agreement by the Buyer; (ii) any inaccuracy of any certificate, document, or instrument, delivered by Buyer pursuant to or in connection with this Agreement; (iii) any act or omission of the Buyer, its agents and employees, adversely affecting the property comprising the Lot; and (d) any third-party action, claim, suit, proceeding, assessment, or judgment, arising from this Agreement or the performance by GR of its obligations to Buyer under this Agreement.
22. This Agreement (including all instruments incorporated by reference) constitutes the entire agreement between GR and the Buyer pertaining to the subject matter hereof and supersedes any and all prior discussions and agreements between them. This Agreement may not be amended, nor shall any waiver, change, modification, consent, or discharge of any part of this Agreement be granted, except by an instrument in writing executed by both GR and the Buyer. Any failure to enforce any provision of this Agreement shall not operate as a waiver of such provision.
23. In the event that any one or more of the provisions of this Agreement is determined by a court of a competent jurisdiction to be invalid or unenforceable in any respect, the validity and enforceability of all remaining provisions hereof shall not in any way be affected or impaired.
24. This Agreement shall be governed by and construed in accordance with the laws of Hong Kong and each of GR and the Buyer hereby submits to the exclusive jurisdiction of the Hong Kong courts.
25. No provision of this Agreement shall be construed to create any agency, partnership, or other joint enterprise between GR and any Buyer.
26. The copyright in all images, illustrations, and written material produced by or for GR, including the contents of this catalogue, is and shall remain at all times the property of GR and shall not be used by the Buyer, or by any other person, without the prior written consent of GR.
27. By bidding at auction, Buyer agrees that this Agreement, together with the instruments captioned (i) Legend, (ii) Collection and Shipment of Watches, (iii) Personal Data Collection Statement and (iv) Absentee Bids Forms published by GR and in effect from time to time and which are incorporated herein by reference as part of this Agreement, shall become the legal, valid, and binding obligation of the Buyer, enforceable in accordance with its terms.