BIDDER’S CONDITIONS OF BUSINESS
1. Introduction.
1.1. Please ensure that you read and understand these Bidder’s Conditions of Business (the “Conditions of Business”) prior to bidding on a motor car or any other lot (“Lot(s)”) at the RM Auctions Limited d.b.a. RM Sotheby’s or any affiliated, executors, beneficiaries, successors, assigns, or designated companies (“RMS”) auction utilizing the RMS online platform (the “RM Online Auction”).
1.2. Each bidder in the RM Online Auction (the “Bidder”) is responsible to understand, review, and agree to these Conditions of Business. As a Bidder, you are agreeing to be bound by these Conditions of Business for the RM Online Auction. Please note that, these Conditions of Business are subject to change from time to time and will be posted on RMS’ website as the case may be. Bidders are encouraged to contact RMS’ Client Service department at clientservices@rmsothebys.com with any questions or concerns regarding these Conditions of Business.
1.3. RMS’ contractual relationship with Bidders is governed by:
1.3.1. These Conditions of Business;
1.3.2. The Conditions of Business displayed on RMS’ website;
1.3.3. The Key to Lot Symbols and/or Legend referenced in the Lot(s) description on www.rmsothebys.com (the “Website”) as the case may be; and
1.3.4. In each case as amended by any notice, auctioneer’s announcement, or website update.
(Clauses 1.3. to 1.3.4. collectively, the “Contractual Obligations”)
1.4. As auctioneer, RMS acts as the agent for the relevant consignor of the Lot(s) (the “Consignor”).
1.4.1. 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 RM Online 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 at the RM Online Auction (“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 the RM Online Auction. Lot(s) descriptions, statements in 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, where is, with no representations or warranties, expressed or implied. THE CONSIGNORS AND RMS DISCLAIM 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 clerks, support staff, advertising, and promotion. In connection with the RM Online Auction, RMS will have absolute discretion with regard to the Lot(s) as to (a) consulting any expert either before or after the RM Online Auction, (b) researching provenance, (c) grouping and providing 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. Bidding at the RM Online Auction.
5.1. Lot(s) are expected to open on 20 November 2024 and close on 24 November 2024.
5.2. To bid at the RM Online 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; (iv) providing RMS with a copy of a credit card; 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 (together “Bidder Registration Requirements”).
5.3. 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 the RM Online Auction specifically prior to being accepted to bid.
5.4. 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 RM Online Auction.
5.5. Once you have satisfied the Bidder Registration Requirements, you will be able to place bids against Lot(s) at the RM Online Auction. To place a bid, the Bidder must follow the instructions and processes on the RM Online Auction platform.
5.6. Once made, no Bidder may retract a bid made during the RM Online Auction for any reason.
5.7. If a bid placed by another bidder exceeds your bid, you will be notified via the email address and/or mobile telephone number you provided during registration, and the webpage of the Lot(s) will indicate you have been outbid.
5.8. If a bid is placed within the final two minutes of the bid acceptance period for an individual Lot(s), the RM Online Auction period for that individual Lot(s) will be extended up to two minutes to prevent a Bidder from trying to place a high bid in the final moments of the RM Online Auction for that individual Lot(s). This also gives the new Bidder time to consider raising their bid further if they are not the high Bidder.
5.9. There is no “cooling-off period”, cancellation, or rescission of bids.
5.10. If at the end of the RM Online Auction, you are awarded the final bid on a Lot(s), you undertake that, subject to completing the relevant formalities, you will become the owner of the Lot(s) at the close of the Lot(s) (the "Close of Lot(s)”). At the Close of Lot(s), you undertake that you will become the legal owner (the “Buyer”) of the applicable Lot(s) and are responsible for payment in full.
5.10.1. To clarify, the term “Close of Lot(s)” shall be defined as the time that the time-based auction expires.
5.11. To transfer of title, being ownership and/or government registrations (“Title”) of any Lot(s) sold which are vehicles registered in the United Arab Emirates (“UAE”), the Buyer and the Consignor or their agents must appear in person at a Road Transport Authority (“RTA”) office 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).
5.12. The Buyer is responsible for all risk of loss or damage and insurance immediately upon purchase of the Lot(s) and transfer of Title.
5.13. 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 RTA registration (if relevant) of the sale of the Lot(s). If any dispute arises after the sale, but before the RTA registration (if relevant), of the sale of the Lot(s), RMS’ sale record is conclusive. RMS is not responsible for any errors or omissions in connection with the displaying, accepting, or rejecting of bids.
5.14. By participating in the RM Online 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.
5.15. For further details on requirements to bid, please contact a client services representative at clientservices@rmsothebys.com.
6. Currency:
6.1. The Lot(s) will be sold at the RM Online Auction in United States Dollars (USD).
6.2. RMS may display a currency conversion function on the RM Online Auction platform; 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 12 (Payment) of these Conditions of Business in the designated currency for the RM Online Auction that the Buyer purchases the Lot(s) at.
7. Purchase Price.
7.1. The purchase price shall consist of the following:
7.1.1. the Hammer Price (defined below) of the Lot(s);
7.1.2. the applicable Buyer’s Premium (defined below); and
7.1.3. any applicable Expenses and Fees (defined below).
(Clauses 7.1. to 7.1.3. collectively, the “Purchase Price”)
8. Buyer’s Premium.
8.1. 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”):
8.1.1. 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% plus VAT.
8.1.2. 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% plus VAT on the first $200,000.00 and will receive a Buyer’s Premium of 12.5% plus VAT on the Hammer Price above $200,000.00.
8.1.3. Buyers of all non-motor car Lot(s) including, but not limited to, memorabilia, motorcycles, boats, trailers, jewelry, clothing, and automobile parts, accessories, tools, and/or engines are required to pay RMS a Buyer’s Premium of 20% plus VAT on the Hammer Price of those particular Lot(s).
9. 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.
10. No Legal or Tax Advice.
10.1. These Conditions of Business are an important legal document. 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 RM Online 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 RM Online Auction. A further condition of bidding at the RM Online 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.
10.2. 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.
11. Expenses and Fees: Expenses and fees as outlined in these Conditions of Business include, but are not limited to, taxes as outlined in clause 9 (Taxes) and storage as outlined in (collectively “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 12 (Payment).
12. Payment.
12.1. Subject to fulfillment 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 RTA for any UAE registered vehicles.
12.2. The value of the last accepted bid upon the Close of Lot(s) is the Hammer Price (the “Hammer Price”).
12.3. 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”).
12.4. All payments must be in the form of wire transfer via the Escrow Agent unless other arrangements have been approved in advance
12.5. 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.
13. Non-Payment.
13.1. 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:
13.1.1. 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.
13.1.2. 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.
13.1.3. 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:
13.1.3.1. Purchase Price;
13.1.3.2. Any collection costs, attorneys’ fees, and court costs incurred to enforce payment; and
13.1.3.3. Other damages reasonably related to the Bidder’s non-payment.
13.2. 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 13.1.
14. Reserves.
14.1. 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.
14.2. 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.
15. Cancellation/Rescission of RM Online Auction.
15.1. RMS will use reasonable efforts to avoid cancellation/rescission; however, RMS has the sole discretion to cancel/rescind the RM Online 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:
15.1.1. Force Majeure events including but not limited to:
15.1.1.1. Any natural disaster which, despite reasonable efforts, restricts RMS from holding the RM Online Auction in its contemplated form; and
15.1.1.2. 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 RM Online Auction in its contemplated form.
15.1.2. Government/court actions, orders, injunctions, regulations, laws, or non-compliance with applicable rules, regulations, or laws to hold the RM Online Auction that necessitate or make prudent a cancellation.
16. Cancellation/Rescission of Lot(s).
16.1. 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:
16.1.1. RMS opines that the Lot(s) has been intentionally and materially misrepresented by the Consignor;
16.1.2. RMS opines that physical damage to the Lot(s), which cannot be sufficiently repaired prior to the RM Online Auction, occurred after these Conditions of Business were formed;
16.1.3. RMS is served with a lawsuit or threatened with a dispute from a third party in relation to the Lot(s);
16.1.4. RMS faces significant reputational damages that would cause monetary damages for offering or selling the Lot(s);
16.1.5. 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;
16.1.6. 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;
16.1.7. Government/court actions, orders, injunctions, regulations, laws, or non-compliance with applicable rules, regulations, or laws to sell the Lot(s) at the RM Online Auction that necessitate a cancellation;
16.1.8. 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.
17. RM Online Auction is “As Available” and “As Is.”
17.1. All bids on a Lot(s) will be via RMS’ Online Only Auction platform.
17.2. Although RMS endeavors to keep a safe, secure, and functioning RM Online Auction, RMS cannot guarantee the continuous operation of or access to the RM Online Auction or, a Bidder’s ability to connect and navigate the RM Online Auction. Bid update and other notification functionality may not occur in real time. Such functionality is subject to delays beyond RMS’ control.
17.3. Bidders agree that they are making use of the RM Online Auction at their own risk and that the RM Online Auction is 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.
18. Title Transfer. Porsche Centre Dubai (“Porsche”) will use its reasonable efforts to transfer the ownership 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 as soon as practicable but not later than 7 days after the Payment Deadline.
19. Possession of Purchased Lot(s). Once the funds are paid in full to the Escrow Agent and are distributed to Al Nabooda Automobiles LLC (“Al Nabooda”), Al Nabooda will release the Lot(s) to the buyer. Buyer shall be responsible for arranging transportation, customs clearance and paying for any applicable taxes/duties. The release of the Lot(s) shall be ex Porsche Centre Dubai, Al Nabooda Automobiles LLC, Sheikh Zayed Road, Next to Interchange 3 – Dubai, UAE.
20. Legal Action. These Conditions shall be interpreted in accordance with the laws of the Dubai International Financial Centre (the “DIFC”), 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 Dubai International Financial Centre (the “DIFC Courts”). If the amount or value of the claim does not exceed 1,000,000 AED, the parties agree that the claim shall be filed in the DIFC Small Claims Tribunal, unless otherwise 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 DIFC 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 8 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.
21. 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.
22. 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 fulfill 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
23. Anti-sniping: If a bid is placed within the final two minutes of bids being accepted on an individual Lot(s), the RM Online Auction for that individual Lot(s) may be extended up to two minutes to prevent a Bidder from trying to place a high bid in the final moments of the RM Online Auction for that individual Lot(s).
24. 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.
25. 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.
26. Assignment of Rights:
26.1. 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 (“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).
26.2. RMS may assign insurance to an alternative insurance provider.
26.3. 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.
26.4. 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.
27. Translations.
27.1. 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.
27.2. If there is a discrepancy, contradiction, or question of interpretation in a description for a Lot(s), 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.
