Conditions of Sale

Vanguarts Conditions of Sale

Vanguarts / Flow Fine Arts Limited offers each item of property (a “lot” or “lots”) for sale at auction subject to these Terms of Sale as may be amended from time to time (“Agreement”).

In this Agreement, “we”, “us”, “our”, “Vanguarts”, “Vanguarts Auctions”, "Flow Fine Arts” mean Flow Fine Arts Limited; and “you,” “your,” “buyer,” “bidder” or similar terms mean the individual or entity bidding on or buying a lot from us at auction, in person or via the Internet or other means (and you and Vanguarts will sometimes be called a “Party” and together “Parties”). 

1. AGREEMENT. 

By registering to bid, bidding, or otherwise purchasing a lot from Vanguarts - whether in person, by absentee bid, through an agent, or third party Bidding Platform - you hereby enter into, and agree to be bound by and to comply with, this Agreement. This Agreement governs the relationship between you, as a bidder and/or buyer, on the one hand, and Vanguarts and sellers, on the other hand. You acknowledge that Vanguarts acts as an agent for the seller, unless otherwise indicated. 

Your Bid Is an Offer. Any bid you submit can and may be the winning bid for a particular lot. Any bid you submit constitutes an offer to buy the lot for the amount of your bid, subject to the terms of this Agreement.  If we accept your bid, you become contractually bound to buy the lot in accordance with that bid and this Agreement. 

All Sales Are Final. You are responsible for satisfying yourself about the condition or any other matter concerning each lot on which you bid. By bidding on a lot, you hereby represent, warrant and covenant that you are fully satisfied with and have no objections with its condition. All sales are final.

Privacy And Security. We will hold and process your personal information as described in, and in line with, our privacy policy at Privacy Policy

2. REGISTRATION & VERIFICATION. To bid in an auction, you must create an account with us or with the participating Bidding Platform (meaning given in Section 6) where the auction is held and register for that auction.

Verification of Your Identity. As a condition of bidding in an auction or sale of one or more lots, we or the participating Bidding Platform may require you to do all or any of the following:

(a) Verify your identity by providing us with a government-issued photo identification;

(b) Verify your address by providing us with a valid government-issued identification, a utility bill, bank statement, and/or a recent postal envelope;

(c) Establish credit and verify your creditworthiness by providing a valid credit card number, credit references, and an initial deposit, which may include a pre-authorization hold of a portion of the estimate of the lots on which you may bid;

(d) Verify you satisfy an age minimum by providing us with age-bearing identification; and

(e) Furnish us with such other documents as we may request.

Verification Of Your Entity. (a) If you represent an entity, we or the participating Bidding Platform (where the auction is held) may require you to verify the status of your entity, as well as your entity’s beneficial owners, by providing us with: (i) a list of that entity’s shareholders, members, partners, trustees or beneficiaries; (ii) a copy of your entity’s charter or foundational documents, and/or a good standing certificate; (iii) the entity’s shareholders agreement, operating agreement, partnership agreement or trust agreement; and (iv) any of the documents for identity verification listed above for your entity’s directors and officers; and (b) If you are bidding as agent, we or the participating Bidding Platform (where the auction is held) may require you to provide a letter of authorization from your principal, as well as any of the documents for verification listed above.

Verification Activities. Verification activities may be handled by third parties who specialize in remote verification of people and companies, such as Stripe. You understand and agree that if we refer you or require you to submit identification or personal identifying information to a third party verification service, that any information you provide or interactions you have with them will be subject to the third party’s terms, conditions, and privacy policies. We will not be a part of, or be responsible for, the actions or failures to act of, the verification activities of those third parties.

OUR AUCTIONS

3. TIMED AUCTIONS. Vanguarts conducts timed auctions through the participating Bidding Platforms through-out the year.  In a timed auction, you can also participate in and watch the bidding in real time – but only online – while the system accepts and announces bids and proclaims a Winning Bid. 

Our Role As Auctioneer. At auction, we serve as the auctioneer. We exclusively determine the conduct of any auction, including, without limitation, whether, when and/or if to advance the bidding, to reject any bid offered, to withdraw any lot, to reoffer and resell any lot, and to resolve any dispute in connection with a sale. We may withdraw a lot from auction for any reason and with no liability whatsoever for such withdrawal. Our determination in management of an auction or sale is final and shall be binding upon you and all other participants in such sale. We also reserve the right to cancel any sale for any reason at our sole discretion.

Our Record of the Sale. Our collection and file of records related to each auction, lot and sale will constitute the factual, accurate record of all transactions you participate in under this Agreement. You agree that if there is a discrepancy between our records and any other records or messages related to a sale or transaction in a lot, our records will govern.

4. HOW WE CONDUCT OUR AUCTIONS. 

Reserve. We may offer each lot subject to a confidential minimum price below which we will not sell the lot (the “Reserve”). Unless indicated by a label that says “No Reserve”, each lot is subject to a Reserve. The auctioneer may open the bidding on any lot below the Reserve. We prohibit sellers from bidding on their own lots, but we may seek to satisfy the reserve by bidding on behalf of a seller at the auction up to the Reserve. We will endeavor to indicate in the catalogue or by saleroom announcement or notice when parties with an interest in a lot, for example a beneficiary of an estate, may bid on such lot.

Opening Bid. We will determine the opening bid based on the Reserve and the lot’s estimates. We may change the opening bid at any time based on bidding activity and interest. You are responsible for watching the lot’s Item Page to stay informed on bidding activity and the opening bid. 

The Winning Bid. A bid can be accepted by our auctioneer or system as the last, highest winning bid for a lot  (the “Winning Bid”). If your bid is a Winning Bid, you agree to pay us the Purchase Price (which includes your Winning Bid, the Buyer’s Premium, and any Buyer Costs) and assume all risk of loss and damage to such lot, in addition to any other obligations as set forth herein. 

Notifying You Of Your Winning Bid. If you have the Winning Bid, you will receive an email notification of your Winning Bid from us or the respective Biding Platforms (where the auction is held).

Auction Results. Final auction results will be available online once we have audited and verified all sales and bids.

5. INFORMATION ABOUT LOTS. Each auction ill be given its own page on the participating Bidding Platform where you can see all of the auction’s lots – we will refer to it as an auction’s “Index Page”. Each lot in an auction will be given its own page where you can see all of the relevant information about the lot – we will refer to it as a lot’s “Item Page”. 

Estimates. We may set stimated price ranges (low, mid, and high) for a lot and display those estimates on our Site or on the participating Bidding Platform. Estimates are intended as merely a guide to their eventual hammer price. Estimates do not include the Buyer's Premium, any applicable taxes, any artist’s resale royalty, or any export, import or shipping charges you may incur. We set estimates based on recent prices paid for similar property and on the lot’s rarity, quality, and current market appeal. Estimates can change. Estimates are preliminary only and are subject to revision by us from time to time in our sole discretion. We make no guarantees, representations, or warranties of any kind, express or implied, including, without limitation, regarding the sale price of any lot, whether the lot will sell at all, or the price realized upon resale.  

Lot Descriptions & Photographs. Each lot’s Item Page will display images of the lot and text that describes the lot’s artist and title, the estimated year the lot was completed, the lot’s dimensions and materials, bidding information, the lot’s ownership (aka ‘provenance’), the lot’s exhibition history, and the lot’s appearances or references in writings about art. However, these descriptions may not be exhaustive or represent all of the information of every kind about a lot. We may not disclose the identifies of previous owners of the lot if that information is not available to us or if we are not authorized to do so. Any description of a lot’s dimensions and weights is approximate. Photographs of a lot identify the lot and, sometimes, give you an approximation of their size in relation to other common objects. Images of a lot may not show the condition of a lot clearly; colors and shades may look different on the screen as opposed to how they look on physical inspection.
Descriptions we make about lots may not describe all faults or restorations. No
description or report about a lot is a substitute for your own examination of a
lot. 

Condition Reports And Descriptions. Condition Reports for any lot are available from Vanguarts prior to the sale to help you evaluate the condition of a lot. You are strongly advised to download the Condition Report accompanying any lot on which you intend to bid. But, a Condition Report may not cover all faults, inherent defects, restoration, alteration or adaptations made to a lot. Vanguarts assumes no responsibility for errors and omissions contained in any such report, a Vanguarts catalogue or other description of a lot. Except as expressly stated below in the section entitled ‘Authorship Warranty’ (and subject to the exclusions and terms that follow), any statements made by us with respect to a lot whether in a Condition Report, a catalogue or on our Site, or presented otherwise orally or in writing, are intended as statements of opinion only, are not to be relied upon as statements of fact and do not constitute representations or warranties of any kind. We do not warrant, and we specifically disclaim, the condition of any frame that accompanies any lot.

Inspection & Due Diligence. You promise that before bidding on any lot, you will investigate and examine the lot to your satisfaction, including contacting us with any questions you may have, researching the lot and identifying for yourself that buying the lot is the right decision for you. If you wish to preview and inspect a lot before the auction, please contact us to arrange an appointment where the lot is available for preview before the auction. All lot descriptions, Condition Reports and other information we provide with a lot reflects our opinion, but are not representations of any fact or circumstance. We accept your bid on any lot in reliance on your promise that you have fully satisfied yourself about the lot.

6. THIRD-PARTY INTERNET BIDDING SERVICES AND PLATFORMS. Our auctions are available via online third-party bidding platforms to collect or facilitate auction bids, including without limitation Artsy and Live Auctioneers (“Bidding Platforms”), each of which may levy a commission for their services, and have their own rules on fees and how to bid and buy online using these Bidding Platforms. Vanguarts has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any Bidding Platforms. Your dealings with Bidding Platforms are solely between you and such Bidding Platforms. We encourage you to be aware of, and to read, the terms and conditions and privacy policy of any Bidding Platforms that you visit. You expressly release Vanguarts from any and all liability arising from your use of any Bidding Platform or other third-party website or service. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL WE AND OUR SELLERS BE LIABLE FOR ANY DAMAGES, LOST PROFITS OR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THESE BIDDING PLATFORMS. We may discontinue or add any or all Bidding Platforms at our election.

BIDDING

7. TIMED AUCTION BIDDING. To bid at a timed auction, you must create an account with the participating Bidding Platform and then register for the auction. All bidding for timed auctions must be done online only, through a participating Bidding Platform. Bidding in timed auctions follows the same rules and procedures as live auctions subject to the special terms for timed auctions below in this Section.

- Each lot placed on the block in a timed auction will be open for bidding for a scheduled period of time listed on the timed auction’s Index Page and the lot’s Item Page. You may place bids for a lot in a timed auction between the dates and times listed.

- A countdown clock is displayed for each lot telling you how much time is left in the lot’s timed auction.

- Most, if not all lots are subject to a Reserve – the lot’s secret minimum selling price. If you place a maximum bid below a lot’s Reserve, you may see your below-Reserve bid as the current bid, but you will not able to buy the lot for less than the Reserve. In addition, if you place a maximum bid at or above the Reserve the timed auction system will register your bid as the current bid to meet the Reserve in its tally of bids for that lot.

- Bids are processed electronically.

- If you place a bid, but someone places a higher bid, you have been ‘outbid’ and you will be notified by the participating Bidding Platform. However, we are not responsible if you do not receive a notification from us or the participating Bidding Platform.

- If the auction remains open, you may place more bids on the lot. It is your responsibility to watch for outbid notices and place any additional, higher bids. You should follow the timed auction closely as you may be outbid in the last minutes of the timed auction.

- Just like with all of our other auctions: (i) once you confirm your bid amount, your bid is submitted, you may not change or revoke your bid once submitted, and you are solely responsible for any errors you make in bidding; (ii) by submitting a bid, you accept personal liability to pay the Purchase Price for the lot if you win the timed auction; and (iii) you will be responsible for shipping or delivery of the lot if you win the timed auction.

PAYMENT

8. PAYMENT FOR AND COLLECTION OF PURCHASES. If your bid is a Winning Bid, you agree to pay the total “Purchase Price” which includes all of the following: (a) the Hammer Price; (b) the Buyer's Premium; (c) any applicable sales tax; (d) credit card charges or wire fees; and (e) “Buyer Costs” which may include late payment charges, Storage Fees, Enforcement Costs, any amounts due for an artist's resale royalty, and other costs, damages or charges assessed in accordance with this Agreement.

Invoices

All successful bidders will be sent invoices by e-mail shortly following an auction. PAYMENT ON EACH INVOICE FOR A WINNING BID IS DUE ON RECEIPT OF THE INVOICE.

Buyer’s Premium

We will charge you a commission on each lot you buy at auction. This commission, called the “Buyer’s Premium”, is 26% of the first $700,000 of the Hammer Price and 20% of the part of the Hammer Price over $700,000, plus any additional premium charged by the participating Bidding Platform through which you successfully bid on the lot.

9. PAYMENT PROCEDURES. You must pay the Purchase Price immediately following our delivery of an invoice to you unless other arrangements are approved by us. Once issued, we may not change the buyer’s name on an invoice or re-issue the invoice in a different name.

All payments must be made in US Dollars or Hong Kong Dollars (converted at an exchange rate determined solely by us), in any of the following acceptable forms of payment: (a) bank wire (b) Visa, MasterCard, Discover or American Express; and (c) PayPal. We charge and collect an additional 3.9% of payments made by credit card and an additional 4.5% of payments made by PayPal. You are responsible for paying all applicable bank wire fees.

Payment information may be collected and processed directly by a third party service provider, including without limitation, PayPal and Stripe (each a “Payment Service Provider”). We do not retain any credit card information.

By making a payment online via credit or debit card, you: (i) warrant that you are the cardholder; and (ii) acknowledge that we have no liability for your payment not reaching us where, for example, payment is refused or declined by your card supplier.

Late Payment. If payment is not received in full on an invoice hereunder within fifteen (15) days of the invoice’s date, we may charge, and you will pay, interest on the outstanding amount at a rate of 1.5% per month. You will reimburse us for the amount of all expenses we incur, including attorneys' fees and court costs, in exercising or enforcing any of our rights hereunder or under applicable law, together with interest on all such amounts at 1.5% per month (the “Enforcement Costs”) within fifteen (15) days of the date of the invoice for such Enforcement Costs.

SHIPMENT

10. YOU ARE RESPONSIBLE FOR SHIPMENT. You are solely responsible for the shipment of any lot you buy from us under this Agreement (aka Purchased Property). The costs of packing, insurance, shipping, and delivery of your Purchased Property are in addition to the Purchase Price for that property. You may pick up the Purchased Property, hire a shipper on your own or hire a shipper we refer to you. You must supply and bring your own packing materials. You will not be permitted to claim or take possession of any lot until the Purchase Price for the lot is paid in full.

Deadlines. You must pay the Purchase Price and remove Purchased Property from our premises no later than 15 days after the Sale Date. You may pick up your Purchased Property from our facilities during our normal business hours, if you provide us at least 48 hours notice to arrange pick-up.

Shippers. If you choose to ship Purchased Property from our facility, you are solely responsible for the shipment. We will, at your written direction, release your Purchased Property to a third-party shipper to pack and ship it. We will work with any shipper of your choosing. Please make sure your shipper carries insurance. We are not responsible for any damage or loss that occurs while your objects are in another’s custody or care. If you choose a shipping method that we have advised against, we may require a waiver from you acknowledging this. For the avoidance of doubt, we will not be responsible for any damage or loss that occurs to a lot once we release it to a third-party shipper.

Referred Shippers. We may, as a courtesy to you and solely at our discretion and your risk, provide or arrange packing, shipping, or similar logistical services, or refer you to third parties who specialize in these services. We may also refer you to shippers who provide quick quotes for packing and shipping upon your payment in full of the Purchase Price for the lot. Any such services referred, provided, or arranged by us are at your sole risk and expense; we assume no responsibility for any act or omission of any party in connection with any such service or reference, and we make no representations or warranties regarding such parties or their services. You expressly release Vanguarts from any and all liability arising from your use of any third-party services.

International Shipments. All international customs, duties, and other tariffs are your responsibility. We and all third-party shippers will declare the Hammer Price plus the Buyer's Premium as the value of a lot in all cases. You must pay immediately even if you want to export the lot and need an export license.

Oversized Lots. Oversized lots are objects such as furniture, andirons, floor vases, or any other item whose safe packing will exceed the limits of common carriers. The delivery of oversized, large, heavy, or expensive objects is not an inexpensive proposition and we urge you to consider this before bidding.

11. CONSEQUENCES OF LATE PICK-UP OR SHIPMENT. As stated above, you must retrieve your Purchased Property from Vanguarts’ facilities within 15 days of the Sale Date. If you fail to retrieve your Purchased Property within thirty (30) days after the Sale Date (such 30-day period, the “Retrieval Period”), we may, without further notice to you, (a) deliver the Purchased Property to you at your expense (and invoice you as Buyer Costs); or (b) continue to store your Purchased Property on our, or a third-party’s, premises and charge you a storage fee of $10 per day per lot (“Storage Fee”). You agree to pay all such Storage Fees.

Abandoned Property. Notwithstanding the foregoing, Vanguarts has no duty to store any lot indefinitely. Any Purchased Property that is still in our possession sixty (60) days after the end of the Retrieval Period (i.e. 90 days after the Sale Date) will be deemed abandoned by you and title to it, to the extent it has passed to you, will pass to us (such abandoned property, “Abandoned Property”). You authorize Vanguarts to discard or sell any Abandoned Property and to keep any proceeds from the sale of Abandoned Property. You hereby release Vanguarts of and from any claims related to such Abandoned Property (including without limitation claims for purchase price refunds, possession of such lot or other damages or losses). You acknowledge and agree that Vanguarts is not responsible for damage or loss that occurs to Abandoned Property. You agree that this remedy is reasonable in light of the costs Vanguarts would have to incur to continue to store and process purchased lots after sale.

TITLE AND RISK OF LOSS

12. TITLE. Title and ownership to Purchased Property will not pass to you (or the third-party buyer if applicable) until we have received payment in full of the Purchase Price for a lot.

13. RISK OF LOSS. Notwithstanding passage of title, risk of loss to your Purchased Property passes immediately to you: (a) when you or your agent or a shipper pick-ups and takes possession of it; or (b) on the thirtieth (30th) day after the Sale Date (whichever occurs first). We are not responsible for any damage or loss that occurs to your Purchased Property once risk of loss passes to you or your agent or shipper. Further, if for any reason, you return your Purchased Property back to us, risk of loss remains with you until your Purchased Property is delivered to us at our door.

Exceptions to Risk of Loss. Under no circumstances will Vanguarts or its insurers (if any) be liable for damage caused by changes in humidity or temperature, conditions, or defects inherent to the lot, normal wear and tear, war or acts of terrorism. Payments for loss are limited by the next paragraph entitled Loss Payment Amounts and Limits. Vanguarts is not responsible for insuring your Purchased Property after the Retrieval Period.

Loss Payment Amounts and Limits. You acknowledge and agree that your sole and exclusive remedy for any loss or damage to your Purchased Property for which Vanguarts is liable pursuant to this Agreement will be receipt of the amounts prescribed in this Section. Accordingly, for any loss or damage to your Purchased Property for which you have paid the Purchase Price in full and for which we bear the risk of loss at the time of the event causing the loss, you will be entitled to the following: (a) Total Loss. For a lot that suffers a Total Loss, the lot’s Hammer Price and Buyer’s Premium. (b) Partial Loss. For a lot that suffers a Partial Loss: (i) if you choose to refrain from repairing or restoring the lot, we will pay either (at our election) (A) the amount of depreciation in value from the Hammer Price as a result of the loss (and you will keep title to the lot); or (B) the lot’s Hammer Price and Buyer’s Premium (but we or our insurer will take title to the lot); but (ii) if you choose to repair or restore the lot, we will bear the costs to repair or restore the lot, approved by us and our insurer in advance (and you will retain title to the lot).

REMEDIES

14. GRANT OF SECURITY INTEREST. As security for full payment to us of the Purchase Price in accordance with this Agreement, you grant to us a security interest in your Purchased Property (and any proceeds thereof), and in any other property or money of yours in our possession or coming into our possession subsequently (“Security Interest”). We may apply any such money or treat any such property in any manner permitted under the applicable laws. You hereby grant us the right to prepare and file any documents to protect and confirm our Security Interest.

15. BREACH. If you fail to make timely payment as required in this Agreement, or breach any other covenant, representation or warranty in this Agreement, we may, in our discretion, exercise any remedies legally available to us, including, but not limited to, the following: (a) cancel the sale of the lot and any other sale of a lot to you; (b) resell the lot with or without Reserve; (c) retain all amounts you previously paid to us, which will constitute a processing and restocking fee (which you acknowledge would be reasonable in light of the costs we would have to incur to process your breach and attempt to re-auction or resell the lot); (d) reject any bids by you at future auctions; (e) set-off any amounts owed by Vanguarts to you in satisfaction of unpaid amounts; and/or (f) take any other action we deem necessary or appropriate under the circumstances.

Recission/Voiding Of Sale. If, within 2 years of the Sale Date of Purchased Property, we become aware of a third party’s adverse claim relating to the Purchased Property, we may, in our discretion, cancel or rescind the sale. Upon notice of our election to rescind a sale, you will promptly return such Purchased Property to us, at which time we will refund to you the Hammer Price and Buyer's Premium you paid to us for such lot. This refund will represent your sole remedy against us in case of a rescission of sale under this paragraph, and you agree to waive all other remedies at law or equity with respect to the same. If you do not return such lot to us in accordance with this paragraph, you agree to indemnify, defend and hold Vanguarts, its officers, directors, employees, agents and their successors and assigns, harmless from any damages, costs, liabilities or other losses (including attorney's fees) arising as a result of such third party claim. In addition to the other rights of cancellation contained in this Agreement, we may cancel a sale of Purchased Property at our sole discretion for any reason.

16. VANGUARTS’ DETERMINATIONS. We may in our discretion reject your registration or bid, revoke your bid even if previously accepted, withdraw or divide any lot or combine one or more lots, and resolve any bidding disputes, absolutely and finally. In addition, we reserve the right to hold any Purchased Property if we believe you may be connected to a breach of this Agreement or breach of any agreement with Vanguarts. If you owe Vanguarts money for Purchased Property, even if under a different auction or via Private Sale, we may hold the Purchased Property in our possession, resell the Purchased Property and use the proceeds therefrom to retire your other obligations to us. If there is a shortfall, you agree to pay us that shortfall amount.

17. ANTI-MONEY LAUNDERING. Vanguarts is committed to detect and deter money laundering, to protect our sellers from failed transactions and to promote ethics and fairness in our transactions and those generally in the world of art and design. Accordingly, Vanguarts or the participating Bidding Partner may, at our discretion, refuse your participation in our sales, auctions or activities; cancel your registration with Vanguarts; cancel or refuse to accept your bid at any time prior to, during or even after the close of the sale; and require documentation and information to verify your identity or the identity of the officers, directors or beneficial owners of the entity you represent and to verify the legality of the source and use of funds involved in a potential sale.

WARRANTIES, LIMITS OF LIABILITY & EXCLUSIONS

18. AS IS, WHERE IS. Except as expressly stated below in the sections entitled ‘Limited Warranty’ and ‘Authorship Warranty’, each lot is sold “as is” “where is”, with no representation or warranty of any kind from any party (including Vanguarts or the seller of the lot), express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement. You understand that each lot has been previously handled, transported and owned by others, which means that it may not be in perfect condition.

19. WARRANTIES. 

Limited Warranty. For each lot, the seller has represented and warranted to us, and represents and warrants to you, that the seller is the owner of such lot or is acting as authorized agent of the owner of the lot and has the right to transfer title to the lot free of all liens, claims, and encumbrances (the “Limited Warranty”).

Authorship Warranty. Subject to the following terms and conditions, Vanguarts warrants, for a period of one (1) year after the Sale Date, that a lot’s Authorship is true and correct. “Authorship” means the creator of a lot but not including supplemental text or information included in any other descriptions. (the “Authorship Warranty”).

Warranty Conditions. Notwithstanding the foregoing, each warranty of any kind or nature on any lot sold by Vanguarts will be subject to the following conditions and limitations:

-Exclusions.The Authorship Warranty specifically excludes the following: (a) Any lot description that states there is a conflict of specialist opinion; (b) Any typographical errors in lot descriptions or catalogue; (c) Any lot description listed as “in the style of”, “attributed to”, “the school of”, “in the manner of”, or “after”; (d) Wear on furniture, flakes, surface scratches, or manufacturing flaws in glass or ceramic lots; (e) Any lot for which, at the time of sale, the statements regarding Authorship made by Vanguarts conform to the generally accepted opinion of scholars, specialists or other experts when published, despite subsequent discovery of information that modifies such generally accepted opinions; (f) If the lot’s failure to conform to its Authorship Warranty can only be shown by a scientific process which, on the date we published the Authorship description, was not available or generally accepted for use, or which was unreasonably expensive or impractical, or which was likely to have damaged the lot.

-Buyer Only. The benefits of any warranty under this Agreement are only provided to and available for the original buyer of a lot from Vanguarts, and not to any subsequent purchasers, transferees, successors, heirs, beneficiaries or assigns of the original buyer. We specifically disclaim any warranty for any person other than the original purchaser of the lot from Vanguarts.

- IP. Neither the seller nor Vanguarts makes any warranty or representation, express or implied, as to whether you will acquire any reproduction rights, copyrights, or other intellectual property rights in, or with respect to any lot.

20. WARRANTY CLAIMS AND REMEDIES.

How To Make A Claim Under Any Warranty Under This Agreement. To make a claim under a warranty under this Agreement, you must do the following:

- Submit written notice of your claim within sixty (60) days after you become aware of the existence of such a claim, and in any event no later than one (1) year following the Sale Date; and
- For a claim under the Authorship Warranty, submit, at your expense, written opinions of at least two (2) experts (whose principal line of business is the appraisal and authentication of art, antiquities, design objects or other valuable objects similar to the lot), that the lot fails to materially conform to the Authorship Warranty; and
- If we determine you are entitled to a remedy for a breach of warranty, then prior to receiving a refund of any amount of the Hammer Price and Buyer’s Premium paid by you to us, you must return the lot to us in the same condition as it was at the Sale Date.

Remedies For Warranties Under This Agreement Your sole remedies for any violation of a warranty under this Agreement of any kind or nature are the following:

- If we have not yet paid the seller the seller’s portion of the Purchase Price, then we will refund your payment of the lot’s Hammer Price and Buyer’s Premium to you;
- If we have paid the seller the seller’s portion of the Purchase Price, then we will either, at our sole option and election:
- Refund to you the lot’s Hammer Price and Buyer’s Premium; or
- Make written demand upon the seller for the refund of the portion of the Purchase Price you paid which we paid to the seller and we will refund to you the portion of the Purchase Price which you paid which we retained. If the seller fails to make the refund, we will furnish you with the name and address of the seller and assign all of our rights against the seller to you. You hereby agree that upon this assignment of our rights, we will have no further liability to you or responsibility to pursue your claim against the seller.

21. NO INTERNET DAMAGES. Although we strive to create a smooth online experience for you, technical difficulties arise outside of our control. These include, for example, broadband and other internet capacity constraints, firewalls, errors in the quality or display of digital images, errors in software and other technical problems. You agree that we will not be responsible or liable for any failure to send, receive or place bids due to failures or malfunctions in technology, Internet connection, software, phone connection or our information technology system. IN ADDITION TO THE TERMS SET FORTH ABOVE, NEITHER WE, NOR OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS WILL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED ON THE SITE, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE USER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY.

22. LIMIT OF LIABILITY. IN NO EVENT SHALL VANGUARTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR SIMILAR DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, REGARDLESS OF THE CAUSE OF ACTION ON WHICH THEY ARE BASED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING. WITH RESPECT TO ANY SALE OF A LOT, IN NO EVENT SHALL VANGUARTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR LOSSES IN EXCESS OF THE PURCHASE PRICE PAID BY YOU TO VANGUARTS FOR SUCH LOT TO WHICH THE CLAIM RELATES. We are not liable for any breach or default by the consignor or seller of a lot or in relation to any terms which are implied into contracts by law and which are the responsibility of the seller of an item.

23. INDEMNITY. You agree to indemnify, defend and hold Vanguarts, its officers, directors, employees, agents and their successors and assigns harmless from and against any and all claims, actions, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) relating to the breach, or alleged breach, of any of your agreements, covenants, representations or warranties contained in this Agreement.

24. INTELLECTUAL PROPERTY. Vanguarts and our licensors will retain ownership of our intellectual property rights, including, without limitation, copyright to all photographs or other images of the lot created by us (including of your Purchased Property), as well as rights to the copyrights and trademarks and other images, logos, text, graphics, icons, audio clips, video clips, digital downloads in, and the ‘look and feel’ of, our Site and each Vanguarts catalogue. You may not obtain any rights of ownership, use, reproduction or any other therein by virtue of this Agreement. You may not use any of our trademarks or service marks in any way.

25. BUYER’S REPRESENTATIONS AND WARRANTIES. By registering for an auction and submitting a bid, you hereby represent, warrant and covenant:

-Legal Status. Either you are bidding on your own behalf or, if you are acting as an agent for someone who is not signing this Agreement, you and the principal are jointly and severally liable for and subject to the terms and conditions hereunder, to the same extent as though you were acting as principal.

-Payment. You are paying the Purchase Price out of your own funds.

-Information. All information you have provided or will provide to Vanguarts or the participating Bidding Platform about yourself, your principal if any, your business, your identity, and your funds will be totally and completely accurate, truthful and complete.

-Legal. The purchase of any lot is not being done for illegal purposes or for any anti-competitive purpose or otherwise in violation of this Agreement. Your funds are not and will not be linked to any criminal activity, tax fraud, money laundering or terrorist activities; neither you nor any principal or beneficiary you represent is being investigated for, or has been charged or convicted of, any criminal activity, tax fraud, money laundering or terrorist activities. Your purchase of a lot does not breach any sanctions law.

-Notify Us. You will notify us promptly in writing of any events or circumstances that may cause your representations and warranties to be inaccurate or breached in any way.

MISCELLANEOUS

26. GOVERNING LAW. This Agreement and all rights and obligations relating to it will be governed by and construed in accordance with the laws of Hong Kong.

27. ENFORCEMENT COSTS. Notwithstanding the previous Section, Vanguarts may bring a Dispute for Enforcement Costs or in accordance with Section 19 (Grant of Security Interest) in any court having jurisdiction over you. Notwithstanding the foregoing, if Vanguarts brings an action to enforce this Agreement and/or to collect any sum due and owing to it, Vanguarts will be entitled to recover (in addition to any other amounts it Is owed) its reasonable attorney’s fees, collection agency fees, and cost of proceedings from you, including without limitation its Enforcement Costs.

28. RULES. 

No Waiver. Any failure, delay, relaxation, or indulgence by a Party in exercising any power or right conferred on that Party by this Agreement does not operate as a waiver of that power or right unless expressed in writing to be a waiver.

No Reliance  In entering into this Agreement, the Parties have not relied on any representations or warranties about its subject matter except as provided in this Agreement.

Amendments. We may change, modify, amend, or delete all or any part of this Agreement (“Changes”). We will provide notice of Changes by posting them on the Site. All Changes will be effective immediately when we provide notice of them. YOUR CONTINUED USE OF THE SITE, PARTICIPATION IN ONE OF OUR AUCTIONS, OR BIDDING OR PURCHASING ANY LOT FROM US WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT, DO NOT CONTINUE TO USE THE SITE OR PARTICIPATE IN OUR AUCTIONS, OR BID OR PURCHASE ANY LOT FROM US.

Notices Unless otherwise specified herein, all notices, requests or other communications under or in connection with this Agreement, to or upon the Parties will be made to such addresses and to the persons designated below, or such other people and addresses as provided in writing the receiving Party from time to time, and will be deemed to have been given hereunder if sent by email, one (1) day after the email is sent or immediately once the receiving Party confirms its receipt by reply or other written communication.

Notices to Vanguarts:
Email: info@vanguarts.com

Notice to You (Buyer):
The address you provide to Vanguarts or the participating Bidding Partner during registration or later.

Further Assurances. You will furnish us, upon our request, with any additional information required to comply with applicable law. You will provide us, upon our request, verification of your identity in an appropriate form.

29. INTERPRETATION.

Validity.  If a court or an arbitrator finds that any part of this Agreement is not valid, or is illegal or impossible to enforce, that part of this Agreement will be treated as being deleted, and the rest of this Agreement will not be affected.

Entire Agreement. This Agreement hereto constitutes the entire agreement between the Parties with respect to the transactions contemplated hereby and supersedes all prior or contemporaneous understandings and agreements of the Parties (whether written or oral) relating to the subject matter of this Agreement.

Construction. In this Agreement, unless the context otherwise requires: (a) references to sections, exhibits, attachments and schedules are to those in, of and to this Agreement and headings are inserted for convenience only; (b) words importing the plural will include the singular, and vice versa; (c) references to a ‘person’ will be construed as including references to an individual, company, enterprise, firm, partnership, joint venture, association or organization, whether or not having separate legal personality; (d) use of the word ‘will’ as an action attributable to a Party means the Party agrees to, will, promises to and covenants to take the actions following or connected to the use of the word ‘will;’ (e) use of the word ‘may’ as an action attributable to a Party means that Party has the right, but not the obligation, to take the action following or connected to use of the word ‘may;’ and (f) references to ‘it,’ ‘its,’ ‘they,’ ‘their,’ and ‘them,’ will be construed as including any generic, omni-gender pronoun such as she, hers, her, he, his, him, it, its, they, their and them.