BIDDER'S CONDITIONS OF BUSINESS
1. Introduction.
1.1 Please ensure that you have read and understand these Bidder's Conditions of Business (the "Conditions of Business") prior to bidding on a motor car or any other lot (the "Lot(s)") at the auction held by RM Auctions Limited d.b.a. RM Sotheby's ("RMS"). Each bidder in the auction (the "Bidder") is responsible to understand, review, and agree to these Conditions of Business as they apply. As a Bidder, you are agreeing to be bound by these Conditions of Business for the RMS auction. Please note that these Conditions of Business are subject to change from time to time and will be posted on RMS' website and, in RMS' catalogue as the case may be. It is each Bidder's responsibility to apprise themselves of the Conditions of Business for the auction. Bidders are encouraged to contact RMS' Client Service department at clientservices@rmsothebys.com with any questions or concerns regarding these Conditions of Business.
1.2 RMS' contractual relationship with Bidders is governed by:
1.2.1 These Conditions of Business; and
1.2.2 The Conditions of Business displayed on RMS' website,
(Clauses 1.2 to 1.2.2. collectively, the "Contractual Obligations").
1.3 As auctioneer, RMS acts as the agent for the relevant consignor of the Lot(s) (the "Consignor").
1.3.1 Occasionally, RMS may own a Lot(s) (and, in such circumstances, acts in a principal capacity as the seller) and/or may have a legal, beneficial, or financial interest in a Lot(s) as a secured creditor or otherwise, in which case RMS will disclose such interest with the appropriate Symbols and/or Legend referenced in the auction catalogue and/or auction Lot(s) description on the Website.
2. Bidder Due Diligence Responsibilities. The Bidder is responsible for any and all due diligence including, but not limited to, inspections and verification of the originality, character, features, condition, correctness, authenticity, history or description, statements made in reference to, or any and all other matters regarding any Lot(s) offered in an RMS auction (the "Bidder Due Diligence").
3. All Sales Are "As Is" and "Where Is." No warranties or representations of any type whatsoever are made by RMS or any Consignor to the Bidder regarding any Lot(s) offered in an RMS auction to the extent applicable by law. Lot(s) descriptions, statements printed in catalogues or online content, pre-mailers, advertisements, brochures, signs, and window cards, as well as verbal statements made by Consignors, auctioneers, or auction staff, are based on statements and historical files, if any, collected from the Consignor and other third-party sources, and RMS has no obligation to verify or authenticate any such statements. All Lot(s) are sold as is (with the exception of production slots not yet ready or to be modified after the date of the auction, in which case the Bidder will enter into a separate sales contract with the Consignor as set out under clause 30 below, as the case may be) for any such production slots, where is , with no representations or warranties, expressed or implied. THE CONSIGNORS (INSOFAR AS NOT COVERED UNDER A SEPARATE AGREEMENT FOR PRODUCTION SLOTS, FOR WHICH RMS IS NOT A PARTY) AND; THUS RMS DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, AS TO CONDITION, ORIGINALITY, OR AUTHENTICITY; ORIGIN OR PROVENANCE; PREVIOUS USE OR OWNERSHIP; MANUFACTURING OR RESTORATION PROCESSES; YEAR OR AGE; SERIAL NUMBER, MAKE, OR MODEL; OPTIONS AND TOOLS; ENGINE HOURS; AND MILEAGE OF ANY LOT(S) OR COMPONENT OF ANY LOT(S) TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND THEY SPECIFICALLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE TO THE EXTENT PERMITTED BY APPLICABLE LAW.
4. Services. RMS may provide services including a sale facility, clerks, support staff, advertising, and promotion. In connection with the auction, RMS will have absolute discretion with regard to the Lot(s) as to (a) consulting any expert either before or after the auction, (b) researching provenance, (c) grouping and providing catalogue and other descriptions as may be appropriate, (d) marketing and promotion of the Lot(s), and (e) any other services required to conduct the auction of the Lot(s).
5. Bidder Registration Fee. There will be no bidder registration fee to bid at the auction.
6. Bidding at Auction.
6.1 To bid at the auction, a Bidder must satisfy any and all RMS Bidder registration requirements which include, but are not limited to, (i) being at least 18 years of age; (ii) providing RMS with a copy of a valid form of government-issued identification; (iii) providing RMS with a bank letter written on bank letterhead; RMS may waive this requirement at its sole discretion; and (v) providing RMS with copies of any and all required financial documents including, but not limited to, financial references, guarantees, deposits, and/or such other security, at RMS' absolute discretion, as security for any bid (collectively, the "Bidder Registration Requirements").
6.2 Please note that, even if a Bidder has satisfied and/or met some or all of the Bidder Registration Requirements for previous RMS auctions, all Bidders will be required to satisfy and/or meet the Bidder Registration Requirements for this auction specifically prior to being accepted to bid.
6.3 If the Bidder does not satisfy and/or meet the Bidder Registration Requirements, RMS, at its sole discretion, may not allow the Bidder to register to bid at the auction.
6.4 Once you have satisfied the Bidder Registration Requirements, you will be able to place bids against Lot(s) at the auction.
6.5 Once made, no Bidder may retract a bid made during the auction for any reason.
6.6 There is no "cooling-off period", cancellation, or rescission of bids.
6.7 If at the end of the auction, you are awarded the final bid on a Lot, you undertake that, subject to completing the relevant formalities, you will become the owner of the Lot at the drop of the auctioneer's hammer (or equivalent device or mechanism, except for the production slots not yet ready or to be modified after the date of the auction) or the close of the Lot (the "Close of Lot"). At the Close of the Lot, you undertake that you will become the legal owner (the "Buyer") of the applicable Lot(s) and are responsible for payment in full.
6.8 To transfer of title, being ownership and/or government registrations (the "Title") of any Lot(s) sold which are vehicles registered in the United Arab Emirates (the "UAE"), the Buyer and the Consignor or their agents must appear in person at a relevant traffic department office (the "Traffic Department") in the UAE to transfer the Title the new Buyer. During this process, a new vehicle certificate will be issued with the Buyer listed as the new owner of the Lot(s).
6.9 The Buyer is responsible for all risk of loss or damage and insurance immediately upon purchase of the Lot(s) and transfer of Title.
6.10 RMS reserves the right to reject any bid. The highest Bidder acknowledged by the auctioneer will be the Buyer. The auctioneer has absolute and sole discretion in the case of error or dispute with respect to bidding and, the auctioneer and RMS have absolute and sole discretion, whether during or after the sale, to determine the successful Bidder, to re-open the bidding, to cancel the sale, or to re-offer and re-sell the Lot(s) in dispute prior to the Traffic Department registration (if relevant) of the sale of the Lot. If any dispute arises after the sale, but before the Traffic Department registration (if relevant), of the sale of the Lot, RMS' sale record is conclusive. At RMS' discretion, RMS will execute absentee bids and accept telephone bids and online bids via rmsothebys.com as a convenience to clients who are not present at auctions; RMS is not responsible for any errors or omissions in connection with the calling, displaying, accepting, or rejecting of bids.
6.11 By participating in the auction, the Bidder represents and warrants that any bid placed by them, or on their behalf, is not the product of any collusive or other anti-competitive agreement and is otherwise consistent with applicable competition law.
6.12 If a Bidder would like an RMS representative to bid on their behalf, they need to complete the corresponding RMS Car Specialist as Agent Form attached as Attachment #1 to these Conditions of Business.
6.13 For further details on requirements to bid, please contact a client services
representative at clientservices@rmsothebys.com.
7. Currency.
7.1 The Lot(s) will be sold at the auction in USD ($).
7.2 RMS may display a currency conversion function at the auction; however, these are for informational purposes only and are not to be relied on by anyone. The Buyer will be required to make payment to RMS in accordance with clause 13 (Payment) of these Conditions of Business in the designated currency for the RMS auction that the Buyer purchases the Lot(s) at.
8. Purchase Price.
8.1 The purchase price shall consist of the following:
8.1.1 the Hammer Price (defined in clause 13 below) of the Lot(s);
8.1.2 the applicable Buyer's Premium (defined below); and
8.1.3 any applicable Expenses and Fees (defined below),
(Clauses 8.1 to 8.1.3. collectively, the "Purchase Price").
9. Buyer's Premium.
9.1 In addition to the Hammer Price, the Buyer is required to pay RMS a percentage of the Hammer Price as outlined below which RMS retains (via the Escrow Agent) as the Buyer's Premium for the purchase of each Lot(s) (the "Buyer's Premium"):
9.1.1 In the event of a final Hammer Price of $200,000.00 and below on all motor car Lot(s), RMS will receive a Buyer's Premium of 15%.
9.1.2 In the event of a final Hammer Price above $200,000.00 on all motor car Lot(s), RMS will receive a Buyer's Premium of 15% on the first $200,000.00 and will receive a Buyer's Premium of 12.5% on the Hammer Price above $200,000.00.
9.1.3 Buyers of all non-motor car Lot(s) including, but not limited to, memorabilia, motorcycles, boats, trailers, jewellery, clothing, and automobile parts, accessories, tools, and/or engines are required to pay RMS a Buyer's Premium of 20% on the Hammer Price of those particular Lot(s).
10. Taxes. The Buyer is responsible to pay all applicable taxes, duties, tariffs, and any and all other government mandated costs associated with purchasing Lot(s) (the "Taxes"). Further, as mandated in multiple applicable jurisdictions, RMS is required to remit taxes; as applicable, RMS will outline the additional taxes on your invoice.
11. No Legal or Tax Advice.
11.1 These Conditions of Business (and any potential sales contracts as defined below in clause 30, if applicable) are important legal documents. The Bidder acknowledges that the Bidder has had the opportunity to consult an attorney or legal consultant before accepting these Conditions of Business and, has entered into this agreement after having the opportunity to consult with an attorney of their own choosing. Notwithstanding any references to any transactions or arrangements in these Conditions of Business or, any contemporaneous written, oral, or implied understandings of the parties relating to the subject matter of these Conditions of Business, RMS has not provided legal or tax advice or tax planning services to the Bidder or for the Bidder's benefit in connection with the transactions contemplated by these Conditions of Business and, no one at RMS has acted as the Bidder's attorney or tax advisor. As a condition of bidding at the auction, it is the Bidder's responsibility to satisfy themselves and comply with all applicable tax, duty, or any and all other payments associated with the purchase of a Lot(s) at the auction. A further condition of bidding at the auction is that the Bidder holds RMS harmless from any and all tax or regulatory issues that arise due to Tax and Ownership Information (defined below) that RMS provides.
11.2 In order to assist Bidders with this process, RMS may provide information about the tax status of each Lot(s) as well as any ownership or registration papers that will be supplied with the respective Lot(s) (the "Tax and Ownership Information"); however, this information is being provided merely to assist Bidders in their determination of their own tax and regulatory responsibilities.
12. Expenses and Fees. Expenses and fees as outlined in these Conditions of Business include, but are not limited to, taxes as outlined in clause 10 (Taxes) and storage as outlined in clause 21 (Removal of Purchased Lot(s)) (collectively, the "Expenses and Fees"). The Buyer will be required to pay the applicable Expenses and Fees to RMS in addition to the Hammer Price and applicable Buyer's Premium in accordance with clause 13 (Payment).
13. Payment.
13.1 Subject to fulfilment of the Contractual Obligations, at the Close of Lot, the transfer agreement between the Consignor and the Bidder is concluded and irrevocable, subject to the relevant formalities being completed with the Traffic Department for any UAE registered vehicles.
13.2 The value of the last accepted bid upon the Close of Lot is the Hammer Price (the "Hammer Price").
13.3 Payment is due in full on or before 5:00 p.m. GST of the next business day (the "Payment Deadline") and payment is to be made to Titanium Financial Ltd., a financial service firm licensed by Abu Dhabi Global Markets (the "Escrow Agent").
13.4 All payments must be in the form of wire transfer via the Escrow Agent unless other arrangements have been approved in advance.
13.5 RMS is not obligated to release the Lot(s) to the winning Bidder until the Buyer has met all of the Contractual Obligations and paid the Purchase Price.
14. Non-Payment.
14.1 In the event of no or partial payment of the Purchase Price by the Payment Deadline, the Bidder agrees to and acknowledges that RMS has the sole discretion to do any one or any combination of the following:
14.1.1 Cancel/rescind the sale of a Lot(s). If the sale is cancelled/rescinded due to non-payment, RMS will not be liable to the Bidder for any losses or damages resulting from the cancellation/rescission.
14.1.2 Assume the rights of the Consignor to pursue the Buyer for any amounts paid to the Consignor whether at law, in equity, or under these Conditions of Business.
14.1.3 Deduct the Purchase Price from the Bidder's cash deposit. If the Bidder's cash deposit does not cover the Purchase Price, in addition to other remedies available by law, RMS reserves the right to impose, from the Payment Deadline until the full Purchase Price has been made by the Buyer, a late charge until the full Purchase Price has been made by the Buyer on the:
14.1.3.1 Purchase Price;
14.1.3.2 Any collection costs, attorneys' fees, and court costs incurred to enforce payment; and
14.1.3.3 Other damages reasonably related to the Bidder's non-payment.
14.2 In the event of a non-payment, the Buyer will INDEMNIFY, DEFEND (WITH
RMS' SOLE CHOICE OF COUNSEL), AND HOLD RMS AND ITS AFFILIATES HARMLESS FROM ANY CLAIMS, DEMANDS, LOSSES, EXPENSES, DAMAGES, COSTS, ACTIONS, AND LIABILITIES INCLUDING, AND WITHOUT LIMITATION TO, COURT COSTS AND ATTORNEYS' FEES, OF WHATEVER KIND OR NATURE THAT MAY OR MAY NOT OCCUR, WHETHER KNOWN OR UNKNOWN, ON THE ACCOUNT OF, ARISING OUT OF, OR RELATED TO THE LOT(S), THE NON-PAYMENT, OR RMS' ACTIONS TAKEN IN ACCORDANCE WITH CLAUSE 14.1.
15. Reserves.
15.1 Lot(s) not marked as "no reserve" (or similar) are subject to a reserve set by the Consignor. When a Lot(s) is sold subject to a reserve, the auctioneer may bid on the Consignor's behalf up to and including an amount not to exceed the amount of the reserve.
15.2 If RMS contributes to the Hammer Price to meet a reserve, the reserve for
the respective Lot(s) becomes the Hammer Price plus RMS' contribution for purposes of commissions.
16. Absentee and Telephone Bidding. Absentee and telephone bidding are services provided by RMS for the Bidder's benefit and RMS cannot be held responsible for errors or omissions with respect to the bidding process including failure to execute any bid. By submitting one or more bids, the Bidder has entered into a binding bill of sale to purchase each Lot(s) if the Bidder's bid is successful. If the Bidder's bid is successful, the Bidder is to pay the Purchase Price including the Buyer's Premium and any applicable tax, if not otherwise exempt. It is the Bidder's responsibility to provide proof of exemption from any applicable tax.
17. Cancellation/Rescission of Auction.
17.1 RMS will use reasonable efforts to avoid cancellation/rescission; however, RMS has the sole discretion to cancel/rescind the auction and will not be liable to the Bidder for any losses or damages resulting from the cancellation/rescission including, but not limited to, if RMS believes the following events have occurred or have a reasonable chance of occurring:
17.1.1 Force Majeure events including but not limited to:
17.1.1.1 Any natural disaster which, despite reasonable efforts, restricts RMS from holding the auction in its contemplated form;
17.1.1.2 Structural damage to the auction venue prior to the auction which, despite reasonable efforts, restricts RMS from holding the auction in its contemplated form;
17.1.1.3 Any terrorist event (including resulting governmental restrictions), pandemic, war, as well as any "guideline" or "recommendation" by government (local, state/province, or federal/national) and/or accredited health organizations (including the World Health Organization) which, despite reasonable efforts restricts RMS from holding the auction in its contemplated form; and
17.1.1.4 Government/court actions, orders, injunctions, regulations, laws, or non-compliance with applicable rules, regulations, or laws to hold an auction that necessitate or make prudent a cancellation.
18. Cancellation/Rescission of Lot(s).
18.1 RMS will use reasonable efforts to avoid cancellation/rescission; however, RMS has the sole discretion to cancel/rescind the sale of a Lot(s) and will not be liable to the Bidder for any losses or damages resulting from the cancellation/rescission if RMS believes the following events have occurred or have a reasonable chance of occurring:
18.1.1 RMS opines that the Lot(s) has been intentionally and materially misrepresented by the Consignor;
18.1.2 RMS opines that physical damage to the Lot(s), which cannot be sufficiently repaired prior to the auction, occurred after these Conditions of Business were formed;
18.1.3 RMS is served with a lawsuit or threatened with a dispute from a third party in relation to the Lot(s);
18.1.4 RMS faces significant reputational damages that would cause monetary damages for offering or selling the Lot(s);
18.1.5 Material issues regarding title, registration, or transfer of ownership that cannot be reasonably cured or, RMS believes would expose it to claims or
disputes from a third party;
18.1.6 Material issues regarding the provenance, merchantability, or authenticity of the Lot(s) that cannot be reasonably cured or, RMS believes would expose it to claims or disputes from a third party;
18.1.7 Government/court actions, orders, injunctions, regulations, laws, or non-compliance with applicable rules, regulations, or laws to sell the Lot(s) at the auction that necessitate a cancellation; or
18.1.8 If there are disputes, claims, accusations, notices, or similar communications made by the Buyer in regard to their purchase of a Lot(s) not being authentic, being misrepresented, having an encumbered Title or registration, having undisclosed material issue, or having a similar claim, RMS has the right to retain the Buyer's funds on account and be the arbitrator as to the merit of the Buyer's claims including, to cancel or rescind the sale of the Lot(s) and reimburse the payment to the Buyer if RMS in its sole discretion deems the Buyer's claims to be valid.
19. Online Services Are "As Available" and "As Is."
19.1 Bidders may be able to bid via websites, telephone services, applications, RMS' online platform, and tools (collectively, the "Services").
19.2 Although RMS endeavours to keep the Services safe, secure, and functioning properly, RMS cannot guarantee the continuous operation of or access to the Services or, a Bidder's ability to connect and navigate the Services. Bid update and other notification functionality may not occur in real time. Such functionality is subject to delays beyond RMS' control.
19.3 Bidders agree that they are making use of the Services at their own risk and, that the Services are being provided to Bidders on an "AS AVAILABLE" and "AS IS" basis. Accordingly, to the extent permitted by applicable law, RMS excludes all expressed or implied warranties, terms, and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
20. Title Transfer. RMS will use its reasonable efforts to assist with the transfer of ownership from the Consignor to the Buyer in the UAE; however, it is the responsibility of the Buyer to transfer ownership in compliance with their jurisdictional rules and regulations.
21. Removal of Purchased Lot(s).
21.1 All purchased Lot(s) must be removed by the Buyer from either the auction site or the secure storage facility by 5:00 p.m. on 15 December 2026. (the "RMS Removal Deadline").
21.1.1 If a Lot(s) is not removed by the RMS Removal Deadline, the Buyer will be charged a removal fee of up to $1000.00 plus VAT and a daily storage fee of up to $100.00 plus VAT until the Lot(s) is removed.
21.1.2 Specifically, if a boat Lot(s) is not removed by the RMS Removal Deadline, RMS will remove the boat Lot(s) and the Buyer is required to pay RMS a removal fee plus VAT per boat Lot(s) and a daily storage fee plus VAT per boat Lot(s). The removal fee and daily storage fee for a boat Lot(s) will be determined based on the size of the boat Lot(s) and therefore, cannot be confirmed until the boat Lot(s) is consigned.
21.2 Please note that:
21.2.1 The Buyer is required to insure their Lot(s) while the Lot(s) is being stored on their behalf; and
21.2.2 If the Lot(s) is not removed from the storage facility within one calendar year of the RMS Removal Deadline and, other arrangements have not been made, RMS has the right to (i) auction the Lot(s), (ii) retain its standard Buyer's Premium and Expenses and Fees, and (iii) return the remaining funds, if any, to the Buyer within 30 business days of the sale.
22. Legal Action. These Conditions shall be interpreted in accordance with the laws of the Abu Dhabi Global Market (the "ADGM"), United Arab Emirates without regard to choice of law principles. Any dispute, difference, controversy or claim arising out of or in connection with these Conditions, including (but not limited to) any question regarding its existence, validity, interpretation, performance, discharge and applicable remedies, shall be subject to the exclusive jurisdiction of the Courts of the Abu Dhabi Global Market (the " ADGM Courts"). If the amount or value of the claim falls within the jurisdiction of the ADGM Small Claims Division, the parties agree that the claim shall be brought before that Division, unless otherwise mutually agreed. This clause shall not preclude the parties from seeking provisional remedies from a court of appropriate jurisdiction. In the event that either party brings action against the other, arising from or relating to the auction or the Lot(s), the prevailing party, as determined by the ADGM Courts, shall be entitled to recover its reasonable attorneys' fees and costs, including through appeals. To the fullest extent permitted by law, the Bidder agrees that the maximum liability of RMS arising out of or related to these Conditions or any claim or dispute between the parties regarding the Lot(s) or auction shall be the Buyer's Premium that would have been due under clause 9 of these Conditions on the Lot(s) (a) reserve; (b) if offered without reserve, then the Lot's published low estimate; or (c) if no published low estimate, then the Lot's fair market value as determined by RMS.
23. Packing and Shipping. RMS is not responsible for the acts or omissions in our packing or shipping of purchased Lot(s) or of other carriers or packers of purchased Lot(s), whether or not recommended by RMS. Packing and handling of purchased Lot(s) are at the entire risk of the Buyer.
24. Data Use. The Bidders agree to allow RMS to use their personal information in accordance with RMS' Privacy Policy. RMS uses your personal information to provide services specifically tailored toward your requirements and to treat you in a personal way; to fulfil your agreements regarding the consignment and purchase of items at RMS auctions, the auction, and private sales; to provide you with information on upcoming sales; to carry out analysis and market research; to undertake targeted online advertising; to send status updates and service communications; to improve our websites, products, and services; to provide payment services; and for management and administrative purposes. RMS may share personal information with delivery and logistics companies for the purpose of arranging shipment and transport of purchased lots. Further information on the use of personal information for the purpose of shipment and transport of purchased lots may be found by reviewing the Privacy Policies of the delivery and logistics companies directly. RMS' full Privacy Policy can be found at the bottom of the RMS website homepage under the Privacy & Terms tab. If you wish to ask any questions regarding the use of your personal information, to request a full accounting of what personal information is on file with RMS, or to unsubscribe to any services or purge your personal information from RMS' systems, please email privacy@rmsothebys.com. RMS will share identification documents, bank letters and information gathered from internally conducted KYC checks with the Escrow Agent and the data will then be subject to the Escrow Agent's data protection policy.
25. Anti-Money Laundering. The Bidder agrees to provide all information and assistance reasonably requested by RMS to comply with RMS' internal anti-money laundering process and to comply with any and all applicable anti-money laundering laws and regulations.
26. Entire Agreement. This document shall be binding upon the parties and their respective heirs, personal representatives, and assigns. Except as otherwise expressly provided herein, these Conditions of Business shall not be modified, except in writing. Whenever used in these Conditions of Business, as the bill of sale requires, the singular number shall include the plural, the plural number shall include the singular, the masculine gender shall include the feminine and neuter, the feminine gender shall include the masculine and neuter, and the neuter gender shall include the masculine and feminine.
27. Assignment of Rights.
27.1 The Bidder or Buyer agrees that RMS may assign, sell, and/or pledge, entirely or in parts ("Assign" or "Assigns" or "Assigned" or "Assignment") (third party who is assigned rights is an "Assignee(s)") without limitation any and all rights, obligations, and/or remedies and/or relief as provided by law (the "Rights") that RMS is entitled to/obligated by under these Conditions of Business to any Assignee(s) (including, but not limited to, any RMS affiliate, and for Lot(s) purposes, to any financing sources of RMS).
27.2 RMS may assign insurance to an alternative insurance provider.
27.3 Following any Assignment in accordance with the terms hereof, any
reference in these Conditions of Business to any Rights that RMS is entitled to/obligated by under these Conditions of Business, shall be held by RMS on behalf of and for the benefit of itself and any Assignee(s). The Bidder or Buyer hereby agrees to promptly execute and deliver any amendment or supplement to these Conditions of Business reasonably requested by RMS in connection with any Assignment in accordance with the terms hereof.
27.4 The Bidder or Buyer may not Assign the Rights that the Bidder or Buyer is entitled to/obligated by, under these Conditions of Business to any other individual or entity without the express written permission of RMS.
28. Translations.
28.1 If there is a discrepancy, contradiction, or question of interpretation regarding enforceability between the English version of the Conditions of Business and a version of the Conditions of Business produced in a language other than English, the English version of RMS' Conditions of Business will supersede.
28.2 If there is a discrepancy, contradiction, or question of interpretation in a description for a Lot(s), in print, online, or otherwise between the English version of the description and a version produced in a language other than English, the English version will supersede.
29. Communicable Disease Assumption of Risk and Waiver of Liability. If attending the auction in person, the Bidder agrees to the following:
29.1 The Bidder and, any guests in the Bidder's party, acknowledge the potential risks associated with communicable disease exposure and voluntarily assume all risks related to exposure to communicable diseases.
29.2 The Bidder agrees not to hold RMS or any of their affiliates, directors, officers, employees, agents, contractors, third parties, vendors, guests, or volunteers liable for any issues associated with communicable disease exposure.
29.3 If the Bidder has recently tested positive for a communicable disease or is experiencing any symptoms of communicable disease including, but not limited to, fever, dry-cough, tiredness, aches and pains, difficulty breathing, shortness of breath or, has been in contact with someone with a communicable disease or suspected communicable disease, the Bidder will not be permitted to attend the auction.
29.4 Information provided during bidder registration may be used in accordance with governmental communicable disease rules and regulations and in accordance with RMS' Privacy Policy.
SPECIFIC CONDITIONS FOR THE 2027 MCLAREN RACING LIMITED MCL41A FORMULA ONE CAR:
30. Scope of Application.
30.1 Conditions of Business are an integral part of the 2027 Formula One Car Sales Contract, as defined below in clause 30.2 in the context of this clause, and apply to the bidding on the 2027 McLaren Racing Limited (“McLaren”) MCL41A Formula One rolling chassis (“Chassis”) compliant with Section B (Sporting) and Section C (Technical) of the FIA 2027 Formula One Regulations together with the Mercedes AMG High Performance Powertrains Limited (“MHPP”) homologated hybrid power unit conforming to the FIA 2027 Power Unit Technical Regulations (“Power Unit”) which will be entered in the 2027 FIA Formula One World Championship (“Championship”) season by McLaren, with the Chassis Number being determined by McLaren at its absolute discretion, but based upon the Bidder’s choice, at the Hammer, of which McLaren driver’s Chassis Bidder chooses to purchase (the complete 2027 McLaren Racing Formula One race car includes the Chassis and the Power Unit as described in the 2027 Formula One Car Sales Contract, and is hereinafter referred to as “2027 Formula One Car”), with ancillary items and McLaren experiences at this Auction. The Bidder acknowledges that McLaren produces multiples chassis for use within a Formula One Season, as such, despite the fact that the chosen driver will drive multiple chassis, the Bidder will receive the chassis that the chosen driver uses during the first race of the 2027 Formula One Season. The Bidder further acknowledges and agrees that due to the nature of Formula One racing, there is no guarantee as to how many races the chosen driver will race nor how many races the chosen chassis will be used. These Conditions of Business shall apply as amended from time to time, in each case as amended by any salesroom notice, auctioneer's announcement at the Auction and any terms and conditions of the 2027 Formula One Car Sales Contract. In the event of a conflict between these Conditions of Business and the terms referenced in the 2027 Formula One Car Sales Contract, the terms of the 2027 Formula One Car Sales Contract shall prevail.
30.2 Further, the 2027 Formula One Car Sales Contract between the Consignor and the Buyer, consisting of Consignor's "Standard Terms of Sale for a 2027 Formula One race car with Chassis Number determined as per Clause 30.1.” “Additional Terms of Sale of a 2027 Formula One race car with Chassis Number determined as per Clause 30.1” (Attachment #3) (the "2027 Formula One Car Sales Contract"), is an integral part of these Conditions of Business. In order for a Bidder to bid on the 2027 Formula One Car Lot, the Bidder must sign the 2027 Formula One Car Bidder’s Participation Contract and return it to RMS, including the representation that the Bidder has obtained a copy of the 2027 Formula One Car Sales Contract and has had the opportunity to obtain or seek independent legal advice about the Formula One Car Bidder’s Participation Contract.
30.3 The Bidders are encouraged to contact RMS at bbuchmann@rmsothebys.com with any questions or concerns regarding these Conditions of Business.
30.4 The 2027 Formula One Car Lot, which cannot be registered, homologated for or approved for, for road use and used for any sports activity that would in any way be contrary with the provisions of the 2027 Formula One Car Sales Contract, will be sold at public auction in which the Bidder may participate in person.
30.5 The 2027 Formula One Car Lot shall consist of the following, which may be changed, provided by the Consignor (as defined in clause 30.6): (i) Winning Bidder has a choice of which McLaren drivers’ car they wish to purchase. Upon the Hammer, the winning Bidder shall notify RMS of the choice, with such choice being the chassis as described in Clause 30.1 (ii) Invitation to meet the McLaren Formula One drivers, with Zak Brown at the McLaren Technology Centre, timing to be ahead of the 2027 Formula One racing season (limited to a total of 6 attendees, including Buyer, (iii) Invitation to the 2027 McLaren F1 Team / F1 Launch Event (limited to a total of 6 attendees, including Buyer), (iv) Le Mans Package (2 attendees): Invitation to a Le Mans event that includes McLaren United AS team hospitality, tour of the McLaren United AS garage, grid, McLaren United AS pit access and meet and greet with the McLaren United AS Le Mans drivers and Zak Brown, including a VIP guest program (TBD), hotel for 2 with helicopter transfers to the Le Mans Circuit and a dinner (off-track) for a Friday night. Le Mans Package intended for June 2027, subject to change, (v) Formula One Package (2 attendees): Invitation to 2 Formula One Grand Prix events, one of which will be Monaco, including McLaren F1 Team Paddock Club tickets (for Monaco, on the McLaren yacht), Paddock access, lunch in the McLaren F1 Team Hub, meet and greet with McLaren F1 Team drivers and Zak Brown, at one of the Formula One Grand Prix events, 1 x F1 session watch from the McLaren F1 Team Garage and 1 x session from race track at McLaren Mission Control (within the McLaren F1 Team Hub), with VIP guest program (details TBD), (vi) Invitation to a Indy 500 Event (2 attendees), including McLaren IndyCar Team Hospitality, access to grid, McLaren IndyCar paddock and McLaren IndyCar garage, meet and greet with McLaren Indy 500 driver(s), and full VIP guest program (details TBD), (vii) Invitation to McLaren Technology Centre: 1 x tour for Buyer and 9 guests of Buyer, with appearance by Zak Brown, access to some secure areas (ie: wind tunnel), also including invitations 5 networking events, as part of a McLaren Membership Club (ie: golf day with Zak Brown, detail TBD), with right to purchase further event access to Formula One Grand Prix Events, Le Mans Events, Indy 500 Events and McLaren Technology Centre tours, (viii) Offers of bespoke McLaren Merchandise, (ix) book of the 2027 Formula One Car Lot’s track history, as done during the 2027 Formula One racing season, (x) Livery – as prepared/wrapped in final season’s livery, unless otherwise agreed upon between the Consignor and Buyer, for an additional cost to the Buyer, (xi) private driver appearance or personal video upon delivery of the 2027 Formula One Car Lot to the Buyer, (xii) added to the McLaren VIP list for any new special edition cars, (xii) invitations to participate in the planned McLaren Pure driving events, such driving events to occur as the discretion of the Consignor and (xiv) the 2027 Formula One Car Lot shall be delivered to Buyer in a race-ready condition with running equipment. The Bidder acknowledges and agrees that nothing contained herein gives any McLaren marketing rights, whatsoever. Further, the Bidder acknowledges and agrees that McLaren has other sponsor and marketing obligations that provide hospitality experiences, as such, there is no changing the hospitality package/experiences as provided for within this Clause 30.5, including, even if the Bidder misses or chooses not to take advantage of any portion of the hospitality package/experiences, there is no replacing, postponing or otherwise altering, in anyway, the hospitality package/experiences as provided for within this Clause
30.6 As auctioneer, RMS acts as the agent for the Consignor (for this clause 30, the Consignor is McLaren Racing Limited, Mclaren Technology Centre, Chertsey Road, Woking, Surrey, GU21 4YH UK (the “Consignor”). The 2027 Formula One Car Sales Contract is concluded between the Consignor and the Buyer (the Winning Bidder). RMS is not a party to the 2027 Formula One Car Sales Contract. The 2027 Formula One Car Sales Contract will be automatically concluded with the drop of the auctioneer's hammer during the Auction (see Close of 2027 Formula One Car Lot at clause 33.1) with the content of Attachment #2 and Attachment #3 [LS1.1]to the 2027 Formula One Car Sales Contract. The value of the last accepted bid upon the Close of 2027 Formula One Car Lot is the Hammer Price (the "Hammer Price"). The Hammer Price does not include the Buyer’s Premium, VAT and any other taxes, duties, costs, or fees, which have to be paid in addition to the Hammer Price and/or the Buyer’s Premium, where applicable (the "Costs").
31. Bidder Due Diligence Responsibilities. The Bidder is responsible for any and all due diligence including but not limited to understanding the 2027 Formula One Car Lot, any purpose or use limitations, cost of maintenance, servicing and storage, cost of running the 2027 Formula One Car Lot, character, potential features or description, statements made in reference to, or any and all other matters regarding the 2027 Formula One Car Lot offered in the Auction. The Consignor shall provide reasonable documentation, available at the request of Bidder, to allow the Bidder to accomplish the due diligence here under. The documentation provided is not to be construed as providing all costs or potential risks. The Bidder herein acknowledges that bidding on this 2027 Formula One Car Lot has inherit risks of, including, but not limited to, safety, use of the 2027 Formula One Car Lot, seen and unforeseen costs and maintenance or servicing issues or complications.
32. No Warranties regarding the 2027 Formula One Car Lot; Warranties regarding the Auction.
32.1 No warranties or representations of any type whatsoever are made by RMS to the Bidder regarding the 2027 Formula One Car Lot offered in the Auction. Any warranty claims of the Buyer shall be governed by the 2027 Formula One Car Sales Contract with the Consignor under clauses 30.1 and 30.2.
32.2 The 2027 Formula One Car Lot description as contained in the catalogue “The 2027 McLaren MCL41A Formula One rolling chassis (“Chassis”) compliant with Section B (Sporting) and Section C (Technical) of the FIA 2027 Formula One Regulations together with the Mercedes AMG High Performance Powertrains Limited (“MHPP”) homologated hybrid power unit conforming to the FIA 2027 Power Unit Technical Regulations (“Power Unit”) was compiled by the Consignor. Advertisements, brochures, as well as verbal statements by auctioneers or Auction staff, are based on the catalogue, “The 2027 Formula One Car category of the 2027 Championship season”, and statements of the Consignor, and RMS about the 2027 Formula One Car Lot has no obligation to verify or authenticate any such statements. The statements of RMS and its employees do not constitute an agreement as between the Consignor or the Bidder/Buyer. RMS now and upon ultimate delivery of the 2027 Formula One Car Lot to the Buyer disclaims all warranties, express and implied, as to condition, originality or authenticity, origin or provenance, previous use or ownership, manufacturing or restoration processes, year or age, serial number, make or model, options and tools, engine hours, and mileage of the 2027 Formula One Car Lot, and RMS specifically disclaims any warranties of merchantability or fitness for any particular purpose.
33. Bidding at Auction.
33.1 If at the end of the Auction, you are awarded the final bid on the 2027 Formula One Car Lot at the drop of the auctioneer's hammer (or equivalent device or mechanism) ("Close of 2027 Formula One Car Lot") the 2027 Formula One Car Sales Contract is entered into between Consignor and the Buyer and the Buyer is now the legal purchaser of the 2027 Formula One Car Lot and is responsible for payment in full, with the following payment terms, 25% of the Hammer Price plus 100% of the Buyer's Premium paid within two (2) business days of the auction, 25% of the Hammer Price on or before December 15, 2027, 25% of the Hammer Price on or before December 15, 2028 and 25% of the Hammer Price paid no later than 60 (sixty) days before possession of the 2027 Formula One Car Lot by Buyer. In the event that the 2027 Formula One Car Lot is damaged beyond repair and/or destroyed during the time the 2027 Formula One Car Lot is in the control, use or custody of the Consignor, McLaren shall be entitled to replace the Chassis (and the corresponding chassis number) with the second best Chassis (other than the best Chassis which will be retained by McLaren) under the then applicable governing body rules of the Championship, at its sole determination (the "Destruction of the 2027 Formula One Car Lot "). In this regard, the Buyer shall maintain the purchase of the 2027 Formula One Car Lot, including, if applicable the new chassis/chassis number. For the sake of clarification, the Destruction of the 2027 Formula One Car Lot with any applicable refund is strictly a matter between the Buyer and the Consignor. RMS retains any amount of the Buyer’s Premium as occurred at the Auction. Further, in the event the Consignor does not produce the 2027 Formula One Car Lot such that the 2027 Formula One Car Lot does not begin running in the 2027 Formula One Season, the Buyer shall receive an immediate refund of all monies paid to the Consignor. In the event the 2027 Formula One Car Lot is not delivered by August 31, 2029, the Buyer, at its option, may cancel the purchase of the 2027 Formula One Car Lot and the Consignor shall return all monies received from Buyer back to Buyer.
33.2 RMS will determine the starting bid at its sole discretion. RMS reserves the right to reject any bid. In the event of several bids of the same amount, RMS may, at its sole discretion, award the final bid to one of the Bidders or decide by drawing lots. The highest Bidder acknowledged by the auctioneer will be the Buyer. The auctioneer has absolute and sole discretion in the case of error or dispute with respect to bidding and, the auctioneer and RMS have absolute and sole discretion, whether during or after the sale, to determine the successful Bidder, to re-open the bidding, to cancel the sale, or to re-offer and re-sell the 2027 Formula One Car Lot in dispute. If any dispute arises after the sale, RMS' sale record is conclusive. At RMS' discretion, RMS will execute absentee bids and accept telephone bids and online bids via rmsothebys.com as a convenience to clients who are not present at the Auction; RMS is not responsible for any errors or omissions in connection with the calling, displaying, accepting, or rejecting of bids.
34. Title Transfer. As ownership of the 2027 Formula One Car Lot does transfer until the 2027 Formula One Car Lot is delivered to the Buyer (save for the Power Unit, which shall remain the property of MHPP until such date as prescribed in the 2027 Formula One Car Sales Contract), the Consignor will enter into the relevant formalities paperwork direct between the Consignor and the Buyer to evidence transfer of title. It is the responsibility of the Consignor and the Buyer to transfer title in compliance with their jurisdictional rules and regulations.
35. Indemnification for Non-Payment. In the event of a non-payment, the Buyer will indemnify, defend (with RMS' sole choice of counsel), and hold RMS harmless from any claims, demands, losses, expenses, damages, costs, actions, and liabilities, including with-out limitation to court costs and attorney's fees, of whatever kind or nature that may or may not occur, whether known or unknown, on the account of, arising out of, or related to the 2027 Formula One Car Lot, the non-payment according to the statutory provisions.
36. Reserve. The 2027 Formula One Car Lot is sold subject to a reserve, the auctioneer may bid on the Consignor's behalf in an amount not to exceed the amount of the reserve.
37. Cancellation of Auction.
37.1 RMS will use best efforts to avoid a cancellation of the Auction on the 2027 Formula One Car Lot; RMS has the sole discretion to cancel the Auction on the sale of the 2027 Formula One Car Lot and will not be liable to the Bidder for any losses or damages resulting from the cancellation, including but not limited to if the following events have occurred:
37.1.1 Any Force Majeure Event outlined in clause 17 (Cancellation/Rescission of Auction);
37.1.2 The 2027 Formula One Car Lot has been intentionally and materially misrepresented by the Consignor;
37.1.3 The Buyer acknowledges and agrees that the 2027 Formula One Car Lot will be raced, could be crashed, damaged or otherwise materially changed from initial production, in which case the Consignor will repair the 2027 Formula One Car Lot at its cost, and Buyer fully acknowledges and agrees that the 2027 Formula One Car Lot may be delivered with different chassis, body panels, components, power train and any other new or different part from the 2027 Formula One Car Lot's initial production and Buyer fully acknowledges and agrees to accept the 2027 Formula One Car Lot upon delivery in its repaired, but as functioning condition, and that such changes, material or non-material do not constitute a Force Majeure event or otherwise allow the Buyer to not take delivery of the 2027 Formula One Car Lot unless there is a Destruction of the 2027 Formula One Car Lot as provided for in clause 33.1;
37.1.4 RMS is served with a lawsuit or threatened with a dispute from a third party in relation to the 2027 Formula One Car Lot;
37.1.5 Material issues regarding title, registration, or transfer of ownership that cannot be reasonably cured or RMS believes would expose it to claims or disputes from a third party at the time of the Auction; or
37.1.6 If there are disputes, claims, accusations, notices, or similar communications made by the Buyer in regard to their purchase of the 2027 Formula One Car Lot not being authentic, being misrepresented, having an encumbered title or registration or a title or registration that impedes the transfer of ownership and/or inability of the 2027 Formula One Car Lot to be registered, having an undisclosed material issue, or having a similar claim, RMS cannot be held liable.
38. Rescission of Auction. RMS will use reasonable efforts to avoid a rescission of the Auction on the 2027 Formula One Car Lot; RMS has the sole discretion to rescind the Auction on the sale of the 2027 Formula One Car Lot and will not be liable to the Bidder for any losses or damages resulting from the rescission, including but not limited to if the following events have occurred: government/court actions, orders, injunctions, regulations, laws, or non-compliance with applicable rules, regulations, or laws to either (i) hold the Auction or (ii) sell the 2027 Formula One Car Lot at the Auction that necessitate or make prudent a rescission.
39. Liability.
39.1 The Bidder may bid in several ways as described above in clause 6 (Bidding at Auction).
39.2 RMS excludes all expressed or implied warranties, terms, and conditions, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
39.3 In addition, the following applies: RMS accepts liability for damage and losses caused by intent and gross negligence. In the event of a slightly negligent breach of a primary obligation or a secondary obligation, the breach of which jeopardizes the achievement of the purpose of the 2027 Formula One Car Sales Contract or the fulfilment of which makes the proper execution of the 2027 Formula One Car Sales Contract possible in the first place and on the observance of which the Bidder could rely (the "Essential Secondary Obligation"), RMS' liability shall be limited to damages foreseeable at the time of the conclusion of the Contract and typical for the 2027 Formula One Car Sales Contract, however, RMS' liability shall be limited to an amount of $500,000 USD. RMS shall not be liable in the event of a slightly negligent breach of a secondary obligation which is not an Essential Secondary Obligation.
39.4 The exclusions and limitations of liability in this clause shall not apply in the event of fraudulent concealment of defects or in the event of injury to life, limb or health. A change of the burden of proof to the disadvantage of the Bidder is not connected with this. Insofar as RMS' liability is excluded or limited hereunder, this shall also apply to the personal liability of its representatives, employees and vicarious agents.
40. Confidential Treatment of Sale Process and Final Bid Price. The Bidder becomes the Buyer, the Buyer is strictly prohibited from speaking to any and all media, posting information regarding the 2027 Formula One Car Sales Contract on social media platforms or otherwise publishing any details regarding the 2027 Formula One Car Sales Contract. Keeping all information regarding the 2027 Formula One Car Sales Contract strictly confidential beyond this date, save for the Hammer Price.
