1. Definitions
"Affiliates" means Saffron Art Private Limited, Planet Saffron Inc., Planet Saffron Management Co., LLC and their holding or subsidiary companies as on the date of the Auction.
"Auction" means an auction of Property/Lot to be conducted by Saffronart on the Website on the date indicated in the Auction Catalogue.
"Auction Catalogue" means a print catalogue published by Saffronart in respect of an Auction and containing details of the Auction along with the Description, price and other details of Properties to be offered for sale at such Auction.
"Bid" means the price offered by a Bidder to purchase a particular Property offered for sale at an Auction.
"Bidder" means a person making a Bid for the purchase of one or more Properties offered for sale at an Auction in accordance with the terms and conditions set out in the Conditions for Sale.
"Bid Closing Schedule" shall be the schedule specifying the closing times for bids for each Lot to be sold through the Auction as specified in Auction Catalogue and on the Website.
"Buyer" means the Bidder making the Winning Bid in respect of a Property(ies) and who has agreed to pay/ has paid both the Sale Price and the Buyers’ Premium payable in respect of such Property(ies).
"Buyers' Premium" means the amount charged by Saffronart from a Buyer for services rendered by it, in accordance with the Conditions of Sale, in connection with the purchase of Property by the Buyer.
"Closing Date" means the date specified in the Bid Closing Schedule on which the Auction closes.
"Closing Time" means the time at which the Auction for any of the Lot Groups listed in the Bid Closing Schedule closes.
"Conditions for Sale" means these Terms and Conditions published in the Auction Catalogue as well as on the Website which shall be applicable to every Bid and every sale of Property made through an Auction. In case of a conflict between the Terms and Conditions published online and in the Auction Catalogue, the online version, as modified by Saffronart from time to time, shall take precedence.
"Description" means all the details of a Property as set out in the Auction Catalogue and may include, without limitation, the name of the artist, designer or manufacturer, the title of the Property, and the following additional details:
For artworks: the signature of the artist/ date of the Property (if any), the surface, medium and dimensions of the Property.
For jewellery, watches and precious stones: any other features or characteristics of the Property mentioned in the Auction Catalogue.
"Lot Groups" means the Properties grouped together for Auction closing at a particular time.
"Property/Lot" means the artwork, jewellery, watches, loose precious stones and other such articles offered by Saffronart for sale either individually or collectively (as a single unit) through the Auction.
"Reserve Price" means the minimum price that the Seller has communicated to Saffronart as being acceptable for the sale of the Property through an Auction.
"Saffronart" means Saffronart Management Corporation acting either on its own behalf or as a representative of any of its Affiliates.
"Saffronart Sever" means the computer(s) that provides other computers with access to resources shared on computer networks including Saffronart data, application files and printers.
"Seller" means the party consigning the Property to Saffronart as its agent for sale through Auction.
"Technical Downtime" means the time period during which the Saffronart Server or the Website is not in operation due to a malfunction.
"Terms of Business" means the terms of business executed between Saffronart and the Seller.
"Website" means the collection of HTML and/or internet data and media located at the URL www.saffronart.com and/or any other URL linked to the Website.
"Winning Bid / Sale Price" means the highest Bid offered in respect of a Property at the Closing Time, which Bid shall be either be equal to or higher than the Reserve Price .
"Winning Bidder" means the Bidder who has placed the Winning Bid.
2. General Terms
By participating in this Auction, you acknowledge that you are bound by the Conditions for Sale as listed below and on the Website.
2.1. Saffronart's role as the agent of the Seller: Saffronart undertakes to sell the Properties through the Auction as the agent for and on behalf of the Seller. Saffronart has no ownership interest in any Property other than the properties listed as Lot No 22, 24, 27, 59 and 79 and this is has been specified by the symbol ? in the printed catalogue.
2.2. Making a Bid constitutes an irrevocable offer to purchase the Property and the acceptance of a Bid as the Winning Bid by Saffronart shall result in an enforceable contract of sale between Saffronart, acting solely as the agent of the Seller, and the Winning Bidder.
2.3 Saffronart is authorised by the Seller to exercise its complete discretion in: (i) determining the form and content of the Descriptions in the Auction Catalogue and on the Website, (ii) granting bidding access to a Bidder, (iii) recording, rejecting or accepting Bids, and (iv) deciding which Bid constitutes the Winning Bid, if any.
Bidding access shall be given at Saffronart’s discretion and Saffronart may set limits on the number of Bids that may be made by a Bidder and/or require payment guarantees or deposits as a condition precedent to giving bidding access to a Bidder. Bidders will be informed of the limits on the number of Bids they may make, if any, and will not be allowed to bid further if their bidding limit has been exhausted. Bid updates and time extensions, if any, shall be updated on the Website and Bidders may refresh their bidding pages by clicking on the "click to refresh immediately" link or the re-load/refresh buttons on their browsers, to view latest bid updates and time extensions, if any. Saffronart shall evaluate the bid histories of specific Lot Groups periodically to preserve the efficacy of the Auction process. This exercise may be conducted by Saffronart internally or through third parties solely at the discretion of Saffronart.
2.4. For the convenience of Bidders, in particular Bidders who are placing Bids on more than one lot, Lot Groups are scheduled to close at different times during the Auction.
The Bidding for various Lot Groups shall be closed in accordance with the Bid Closing Schedule. However, in the event that a Bid is recorded by Saffronart in the 3 minutes prior to the Closing Time of the Lot. The Closing Time for such Lot shall be extended to a time that is 3 minutes after the time that the last Bid was made. In the event of extension of Closing Time in accordance with this Clause, bidding on the Lot shall only end if no Bid is recorded by Saffronart for a continuous period of 3 minutes. Bidders are advised to click on the "click to refresh immediately" link on the Website page being viewed by them at regular intervals in accordance with the provisions of Clause 2.5 for updates on latest Bids and time extensions if any.
2.5 Tracking Bids
(a) The Website shall also contain a link titled "My Bids " within the page "My Auction" and the Bidder may click on this link to access information on all Bids made by the Bidder in respect of various Lots. For ease of tracking Bids, Bidders are advised to assign bidding nicknames to themselves when prompted.
- (b) The Website shall contain:
the Bid history for each Lot, being the Bid amounts that have been recorded since the start of the Auction till the current highest Bid; and
a countdown clock indicating the amount of time available for placing Bids before the Closing Time.
(c) The Bid history, current Bid and countdown clock shall be accurate at the time of downloading of those values, provided however that such information shall not reflect any changes in the Bid history, current Bid and/or countdown clock that may have occurred during the time taken for this information to reach the Bidder's computer from the Saffronart Server. The most updated Bid values shall be shown only when the page on the Website containing the information on Bid values is refreshed, which shall happen either automatically at regular intervals (indicated at the top of the page), or when a Bidder clicks on the "click to refresh immediately" link on the page, or on the "refresh" or "reload" button on his/her internet browser. After the values on the page have been refreshed, any changes in the Bid history shall not be visible to the Bidder until the values are refreshed again – whether automatically or by the Bidder.
(d) When the countdown clock counts down to zero, in the case where the Closing Time in respect of a particular Lot has been extended by a further three minutes pursuant to Clause 2.4 above, the countdown clock may not reflect such extension. The Bidder may wait for the values on the page to refresh automatically, or click on the "click to refresh immediately" link on the page, or on the "refresh" or "reload" button on his/her internet browser after the countdown clock has counted down to zero to determine whether the Closing Time has been extended for that lot.
(e) The countdown clock combined with the current highest Bid as shown on the Bid history on the Website shall only be an indication of the highest Bid amount at the time when the values on the Website were refreshed in the manner set out in Clause 2.5 (c) above. Should bidders want more frequent updates, they are advised to refresh values as described in Clause 2.5(c) in order to view the most updated Bid history and countdown clock.
(f) Due to the nature of internet traffic, there may be an unpredictable time-lag between a Bidder placing a Bid, and that Bid being received by Saffronart. Therefore, although a Bidder may have placed his/her Bid prior to Closing Time, the Bid may be received by Saffronart after the Closing Time for the Lot in respect of which the Bid has been placed and shall, in such an event, be rejected. In order to prevent Bids being rejected in such a manner, Bidders may set proxy Bids/automatic Bids on Lots which the Bidder wishes to Bid for. Proxy Bids may be recorded with Saffronart 12 hours prior to Closing Time, subject to the other provisions of these Conditions for Sale, including any limits imposed by Saffronart on the number of Bids that a Bidder may place.
2.6. Saffronart reserves the right to withdraw any Property before, during or after the Auction, if it has reason to believe that the authenticity of the Property or the accuracy of the Description is in doubt, or if there is a breach of the Terms of Business, or if Saffronart otherwise believes, in its sole discretion, that it would be improper to include the Property in the Auction.
2.7. All Properties shall be sold subject to the Reserve Price. If the Winning Bid is below the Reserve Price, the Property shall be considered unsold. The Reserve Price on each Property shall be confidential and Saffronart shall have no obligation to disclose the same to any Bidder.
2.8. Saffronart will raise invoices on the Buyer for the Sale Price and Buyers’ Premium, applicable taxes on sale of Properties and other additional charges that may be incurred by Saffronart, if any, including shipping and handling of the Property.
2.9. The title to the Property shall pass from the Seller to Saffronart outside the territory of United States of America.
2.10. In respect of each sale at the Auction, Saffronart shall charge a Buyers’ Premium calculated at the rate of 15% of the Winning Bid up to and including USD 500,000/- plus 10% of the Winning Bid in excess of USD 500,000/-. Service tax applicable on the Buyers’ Premium for deliveries, if within India, shall be to the account of the Buyer.
2.11. The foreign currency exchange rate used during the Auction is a constant of 1:50 (USD:INR). The estimates for individual Properties have been 'rounded off' for ease of reference and may not reflect the exact exchange rate used for Bid calculations.
2.12. All Bidders are required to provide complete and accurate invoicing details to Saffronart at the time of registration for the Auction and invoicing details once registered will not be changed. The Bidder shall be invoiced based on details provided at the time for registering for the Auction.
2.13. The Winning Bidder shall pay the Sale Price and Buyers’ Premium in full (including the applicable taxes and other charges, if any) within seven business days from the Closing Date. The title to the Property shall transfer from Saffronart to the Winning Bidder outside the territory of the United States of America. No shipment or delivery of the Property will be made to the Winning Bidder if the Sale Price and Buyers’ Premium (including the applicable taxes and other service charges, if any) are not received by Saffronart and until all proper documentation in connection with the sale of the Property has been completed. Payments will not be accepted from any parties other than the Winning Bidder as recorded on the invoice.
2.14. Non payment: The Winning Bidder shall ensure that invoices raised by Saffronart are paid in full and all remittance of amounts due under the invoice is made within seven business days from the date of the invoice. In case payments are not received within such period, this shall be treated as a breach of contract of sale by the Buyer and the Seller may, in such an event, authorize Saffronart to take any steps (including the institution of legal proceedings), as it may deem to be appropriate to enforce payment by the Buyer. In addition, the Buyer will be charged demurrage @ 1% of the total value (Winning Bid plus Buyers’ Premium) per month till the date of actual payment.
2.15. Failure to collect: If the Buyer informs Saffronart that he wishes to collect the Property from Saffronart in person and such Property is not collected by the Buyer within 30 days of the payment formalities being completed, Saffronart shall arrange for storage of the Property at the Buyer’s expense, and shall only release the Property after payment has been made, in full, of the Sale Price and Buyers’ Premium including demurrage @ 1% of the total value (Winning Bid plus Buyers’ Premium) per month (if applicable) and the charges for storage of the Property, if any.
2.16. Saffronart shall be entitled to exercise a lien on the Property for payment of any sums due to it from the Buyer, including the Sale Price, Buyer's Premium and costs relating to storage and insurance where they are to be borne by the Buyer.
2.17. Saffronart reserves the right not to award the Winning Bid to the Bidder with the highest Bid at the Closing Date if it deems it necessary to do so.
2.18. The Buyer shall be responsible to ensure that the Property(s) is freely importable into his country or to the country where the destination for delivery (as specified by the Buyer) is located. In the event of the Buyer or Saffronart becoming aware of any restrictions to such import subsequent to the completion of the Auction the Buyer may provide an alternate delivery destination to Saffronart. All costs associated with the process of delivery and storage (when required) of the Property shall be borne by the Buyer. The Property(s) shall be handed over to the Buyer or his nominee only upon full payment of all such costs.
2.19. Saffronart has the right to exercise reasonable discretion in refusing any bid, advancing the bidding, withdrawing or dividing any lot, combining any two or more lots; and in the case of error or dispute, during or after the sale, determining the successful bidder, continuing the bidding, cancelling the sale or reoffering and reselling the item in dispute. If any dispute arises after the sale, then, in the absence of any evidence to the contrary the sale record maintained by the auctioneer will be conclusive.
2.20. Technical Downtime
In the unlikely event that the Website is inaccessible to Bidders worldwide due to Technical Downtime at any time during the half an hour prior to the scheduled Closing Time of the Auction for any of the Lot Groups, the Closing Time of that Lot group and subsequent Lot Groups will be extended by the duration of the Technical Downtime. In case the Technical Downtime extends beyond the Closing Time for a particular Lot Group, the Website shall, after the Technical Downtime, show the Auction for the particular Lot Group as closed. However, the Closing Time for such Lot Group and subsequent Lot Groups shall be extended by the duration of the Technical Downtime and appropriate details of the extension shall be published on the Website shortly after recovery from the Technical Downtime.
2.21. Bids recorded prior to any Technical Downtime will be treated as valid according to the Conditions for Sale. Saffronart shall not be liable for any loss of information due to the Technical Downtime. The data logs of the Saffronart Server will determine the duration of the Technical Downtime and any determination made by Saffronart in respect of extension of the Closing Time shall be final.
3.Catalogue Descriptions And Condition of Property
3.1. Saffronart offers all Properties for sale at the Auction "as is", meaning that Property is sold with all existing faults and imperfections. Saffronart encourages all potential Buyers to inspect each item carefully before bidding.
3.2. Any statements made by Saffronart about any Property, whether orally or in writing concerning attribution to, for example, any school of art or craftsmanship, country or origin, history or provenance, are only expressions of our opinion or belief. Such opinions or beliefs have been formed honestly in accordance with the standard of care expected of an auction house, having due regard to the estimate value of the Property. However, Saffronart does not in anyway represent that it has carried out exhaustive research or analysis, and it is therefore recommended, especially in cases of Properties of high value, that potential Buyers seek advice on such matters from their own professional advisors.
3.3. The Buyer undertakes to:
to inspect and satisfy himself prior to the Auction as to the condition and description of the Property;
to rely on his own judgment as to whether the Property matches its description; and
to not rely on an illustration of any Property given in the Catalogue.
3.4.Neither Saffronart nor any of its affiliates, agents, representatives, employees or directors shall be liable for errors or omissions in any of the representations made in the Auction Catalogue or otherwise with respect to authenticity, description, or condition of any Property for sale through the Auction.
4. Authenticity Guarantee
4.1. Guarantee of Properties (other than jewellery, watches and precious stones): With respect to Properties which are artworks (not including jewellery, watches and precious stones) Saffron guarantees the authenticity of the Property for a period of one year. Authenticity in relation to artworks shall mean compliance of the artwork with Description provided in the Auction Catalogue, particularly with reference to the name of the Artist, title (if any) of the artwork itself, date, the school of art (if mentioned), dimensions, medium, etc.
In the unlikely event that within one year from the sale of the Property through Auction, it is proved by the Buyer, to the reasonable satisfaction of Saffron that the Property was not authentic and if, in Saffronart’s opinion, Bidders being aware of such error or omission would have bid significantly less than the actual Sale Price Saffronart shall be entitled to rescind the sale and the Seller will be liable to refund to the Buyer the Sale Price paid for the Property. The Buyer shall return the Property to Saffronart and Saffronart shall hand over the Property to the Seller upon refund of the Sale Price paid to him for the Property. Once Saffron obtains the refunded amount from the Seller, it shall forward the same along with the amount charged by Saffron as the Buyer's Premium to the Buyer.
All such claims will be handled on a case-by-case basis, and in the case of an authenticity claim will require that examinable proof, which clearly demonstrates that the Property is not authentic, is provided by an established and acknowledged authority. The decision of Saffronart in respect of such claims shall be final and binding. The authenticity guarantee under this clause 4.1 does not apply to jewellery, watches or precious stones.
4.2. The above guarantee given in clause 4.1 shall be subject to the following conditions:
The claim is made by the Buyer as registered with Saffronart (the benefit of the claim is not assignable to any subsequent owners or others who may acquire or have an interest in any of the Properties)
The Property is returned in the same condition that it was in at the time of delivery of the Property to the Buyer.
The Property was indisputably purchased through the Auction.
4.3. Guarantee in relation to jewellery, watches and precious stones: In the case of Properties which have been categorised by Saffronart as jewellery, watches or precious stones, Saffronart guarantees that the Property shall comply with characteristics or features mentioned in all capital letters in the heading of the Description of the Property in the Auction Catalogue till such time that the Property is in the possession of Saffronart. It is therefore advisable for Buyers or potential Buyers of such Properties, particularly if they are of high value, to inspect the Property prior to bidding or prior to shipment or Buyer pickup from Saffronart.
In the unlikely event that during such inspection, the Buyer is able to prove to the reasonable satisfaction of Saffronart that the Property does not match the details give in the (capitalised) heading to the Description, and if, in Saffronart’s opinion, Bidders being aware of such error or omission would have bid significantly less than the actual Sale Price Saffronart shall be entitled to rescind the sale and the Seller will be liable to refund to the Buyer the Sale Price paid for the Property. The Buyer shall return the Property to Saffronart and Saffronart shall hand over the Property to the Seller upon refund of the Sale Price paid to him for the Property. Once Saffron obtains the refunded amount from the Seller, it shall forward the same along with the amount charged by Saffron as the Buyer's Premium to the Buyer. This guarantee will not be applicable where the Property is being shipped to the Buyer by Saffron.
4.4. In all cases Saffronart retains the right to consult with, at the expense of the Buyer, two recognized experts in the field, (such experts being mutually acceptable to Saffronart and the Buyer), to examine the Property under question before deciding to rescind the sale and offer the refund under the above guarantee. The opinion of the experts shall not be binding on Saffronart.
4.5. In the event of the Seller's failure to refund the proceeds as stated in this clause, the Buyer shall return the Property to Saffronart and authorize Saffronart as its agent to initiate legal proceedings against the Seller. Any such steps taken or legal proceedings instituted by Saffronart against the Seller shall be to the cost of the Buyer.
5. Extent of Saffron's Liability
5.1. Saffronart has an obligation to refund the Sale Price and Buyers’ premium to the Buyer only in the circumstances covered under Clause 4 above (authenticity guarantee). All damages and losses incurred during shipping and transit are covered under the insurance policy taken by Saffronart and the insurance charges as applicable shall be charged on the invoice unless specified by the Buyer. In case the Buyer does not opt for insurance coverage arranged for by Saffronart, Saffronart shall not be liable for any damage or loss during shipping and transit. Subject to the authenticity guarantee above, neither Saffronart's suppliers nor Saffronart, nor any of Saffronart's employees or agents, shall be responsible, either for the correctness of any statements as to the authorship, origin, date, age, attributes or genuineness of any Property in the sale, or for any mistakes in the Description, or for any faults or defects in the Properties, or for any other act or omission, whatsoever. Saffronart offers no guarantee or warranty other than the limited assurance contained in the authenticity guarantee above.
5.2. It is stated and agreed that the rescission of the sale and the refund of the total Sale Price paid by the Buyer is the sole remedy that may be sought by a Buyer, and such remedy is exclusive and in lieu of any other remedy which may otherwise be available under law. Saffronart shall not be liable for any incidental or consequential damages incurred or claimed.
6. Copyright
All content of the Auction Catalogue and on the Website are copyright protected in favour of Saffronart. All trademarks, names, brand names, etc. used in the Auction Catalogue and on the Website are either trademarks or registered trademarks of Saffronart. Any rights not expressly granted herein are reserved. No image, illustration or written material maybe used or required without the prior written permission of Saffronart. Saffronart and the Seller(s) make no representation or warranty that the Buyer of a Property will acquire any copyright or other reproduction rights in it.
7. Notices
7.1. Saffronart may validly serve the Bidder/ Buyer with notice, if required, under these Conditions of sale by
(i) Sending an email to the email address disclosed by the Bidder/ Buyer to Saffronart; or
(ii) Sending a courier to the address disclosed by the Bidder/ Buyer to Saffronart.
7.2. Such Notice shall be deemed to have been properly served:
(i) In the case of email transmission - on the date of the transmission; or
(ii) In case of transmission by courier - 2 business days after the dispatch of the notice by courier.
8. Severability
If any part of the Conditions for Sale between the Buyer and Saffronart is found by any court of law to be invalid, illegal or unenforceable, that part may be discounted and the rest of the conditions shall be enforceable to the fullest extent permissible by law.
9. Law and Jurisdiction
The Conditions for Sale are subject to the laws of:
(i) India, in the event that the Seller is located in India; and
(ii) the United States of America, in the event that the Seller is located in any jurisdiction other than in India,
and such laws shall apply to the construction of the Conditions for Sale and to the effect of the provisions thereof. All parties are subject to the exclusive jurisdiction of courts at:
(i) Mumbai, Maharashtra, India, in the event that the Seller is located in India; and
(ii) New York or Los Angeles, USA (as applicable), in the event that the Seller is located in any jurisdiction other than in India.