Terms and Conditions

VENDOR Terms and Conditions:

The Vendor appoints Shapiro Auctioneers ABN 53 968 044 213 to be its sole and exclusive agent to sell on the Vendor’s

behalf the items listed overleaf (“the Goods”) by auction or private treaty subject to the following terms and conditions:

A. OUR ROLE

A1. Any sale achieved at auction or by private treaty is undertaken by us as your agent and on

your behalf.

A2. The contract for sale of the Lot will be between you and the Buyer and will be in accordance

with the terms as they may appear in the catalogue in which Goods are listed (“Conditions

of Business”). We are not responsible for default by either you or the Buyer. You agree to

be bound by and comply with the terms of the Conditions of Business in any contract for sale

that arises between you and a Buyer, and shall indemnify us against the consequences of

any failure to do so. You authorize us or persons authorized by us to receive the purchase

money, and to sign a contract, sale note or other like document on your behalf.

A3. The Conditions of Business also contains terms which affect your relationship with us, and

you agree to be bound by those terms as well. If there is any conflict between the Conditions

of Business and what appears here (“the Vendor Instruction Conditions”), the terms printed

here shall apply.

B. CHARGES

B1. Commission. We shall charge commission on gross auction sale price of Goods sold by

auction or private treaty at the rate shown overleaf (“Seller’s Commission”). A minimum

charge of $100.00 per Lot will be applied whether a lot is sold, not sold or withdrawn.

B2. Expenses. You will bear all costs (“Expenses”) relating to any sale or attempted sale

including:

(a) Packing and shipping the lot and any applicable transit insurance;

(b) Insurance as provided for in clause 15;

(c) Any applicable customs duties, taxes, levies, GST charges and reproduction rights’ fees;

(d) Catalogue illustration and photography;

(e) Any restoration or framing agreed in advance with you;

(f) Testing, searches or enquiries relating to any of the Goods, including any examination

and report by external experts we believe necessary;

(g) Storage of any property after the sale where appropriate;

(h) Obtaining copyright clearance;

(i) Fees associated with obtaining export clearance, if we agree to undertake this;

(j) Legal expenses including costs of collection from a defaulting Buyer;

(k) Featured advertising of the Goods, other than in the catalogue or general sales

advertising; and

(l) Our administration costs if expenses are incurred under (e), (f), (h), (i), (j) and (k) equal

to 10% of those expenses.

B3. GST

(i) Before we sell any of your goods you must tell us in writing whether or not you will be

liable for GST in connection with the supply of those goods as a result of the sale of

those goods and if so you must give us in writing details of your ABN. If you do not give

us this information we may treat the supply of your goods as not being subject to GST

and may inform potential buyers and the Buyer accordingly.

(ii) If you have told us that the supply of the Goods will be subject to GST, you authorise us:

(a) to inform potential buyers and the Buyer;

(b) to issue a Tax Invoice to the Buyer;

(c) to use our ABN in the Tax Invoice issued to the Buyer.

(iii) If you are not an Australian Resident you must tell us in writing before we sell the Goods

of that fact and give us details of your Resident Agent to whom we are to remit monies

payable to you under these Vendor Instruction Conditions. If you do not give us this

information we are entitled to regard you as being an Australian Resident.

(iv) You are to indemnify us from any loss and damage we may suffer or incur because of

anything you have told us or fail to tell us as described in this Condition B3.

(v) All monies payable to us under these Vendor Instruction Conditions are GST exclusive

and have been set without regard to GST. Where an amount payable under these

conditions is expressed as a rate or a percentage (for example the Buyer’s Premium,

Seller’s Commission and fee payable under Condition 15(a)) it is also GST exclusive and

has been set without regard to GST.

(vi) If we become liable for GST in respect of any supply made by us then the amount you

must pay under these Vendor Instruction Conditions is to be increased so that we will

receive an amount (the GST inclusive amount) which after subtracting the relevant

amount of GST payable by us will leave as the resulting amount an amount which is the

same as the GST exclusive amount. That increase is to take place on the earlier of (a)

the date we become liable to pay that GST; or (b) the date the relevant supply is made.

In this case, we will give you a Tax Invoice.

B4. Interest. You will pay to us interest on any amount that you owe us and have not paid within

14 days of invoice. Interest will be at the rate quoted by our bankers from time to time on

overdraft accounts in excess of $100,000.00, as at the date on which interest commences

to run, and will be compounded monthly.

C. WITHDRAWAL AND WITHDRAWAL FEES

C1. Withdrawal of lots by you: If you withdraw any of the Goods from sale less than three

(3) weeks before the date of the auction, you will be liable to pay to us a withdrawal fee

calculated in accordance with Condition C3 below. If you withdraw goods before that time,

no withdrawal fee is payable.

C2. Withdrawal of lots by us: We may withdraw any of the Goods from sale without any liability

if (i) we reasonably believe that there is any doubt as to its authenticity or attribution or (ii) it

is established or alleged that any of the representations or warranties set out in Condition 1

below are inaccurate in any way or (iii) you breach any provisions hereof or of the Conditions

of Business in any material respect or (iv) the lot contains any endangered species for

which a sale exemption is required and the sale exemption has not been granted by the day

preceding the first day of the viewing of the sale or (v) we consider the lot to be of insufficient

sale value or (vi) the lot suffers from loss or damage so that it is not in the state in which it

was when we agreed to sell it or (vii) the auction at which it was proposed to sell the lot is

postponed for any reason or (viii) if we consider it inappropriate to include it in a sale.

C3. Withdrawal fee: If the property is withdrawn by us because the circumstances described

in any of (i), (iv), (v), (vi), (vii) or (viii) of Condition C2 above occurs, then you shall not

be charged a withdrawal fee and the property shall be returned to you at your expense

provided that there is no adverse title claim on the property. If, however, the property is

withdrawn by us for any other reason, or if you withdraw the goods from sale less than

12 weeks before the date of the auction, you shall pay us a withdrawal fee together with

any Expenses. The withdrawal fee shall be equal to the sum of the Seller’s Commission

and the Buyer’s Premium and shall be calculated as if the withdrawn property had sold

at the Mid Pre-Sale Estimate. We shall not be obliged to withdraw any property from sale

or to return it to you unless you have paid us the withdrawal fee and Expenses.

D. SALE ARRANGEMENTS

D1. Empty cases and packages may at our discretion be regarded as valueless and may be

destroyed or discarded.

D2. We have complete discretion as to the way in which the Goods are included in the sale

and how they are described and illustrated in the catalogue or any condition report;

the date, place and manner of sale; the manner in which the sale is advertised; the

decision as to which persons should be admitted to the auction and the preview venues;

as to which bids should be accepted; whether expert advice should be sought; and the

combination or division of the Goods for sale into Lots.

D3. Any estimate given by us, whether written or oral, is a matter of opinion only and is

intended only as a guide. An estimate shall not be relied upon as a prediction of the

anticipated selling price. Any estimate given (whether written or oral and whether in a

catalogue, receipt, letter or otherwise) may, in our absolute discretion, be revised from

time to time.

D4. We may consult with and rely on any outside experts, consultants or restorers of our

choice in relation to the property and to carry out such other inquiries or tests in relation

to the property as we may, in our absolute discretion, deem appropriate. This is, however,

a matter for our discretion and we are under no duty to carry out such consultation,

inquiries or tests.

D5. Any representations, written or oral and including those in any catalogue, report,

commentary or valuation, in relation to any aspect or quality of any Lot, including price

or value, (i) are statements of opinion only and (ii) may be revised prior to the Lot being

offered for sale (including whilst the lot is on public view). Neither Shapiro Auctioneers,

any Shapiro Auctioneers Affiliated Company, nor any agent, employee or director thereof

shall be liable for any errors or omissions in any such representations.

D6. Any claim by you against us arising out of the sale or attempted sale or on any other

account (excluding any claim covered by Condition 15) shall, in any event, be limited to

the Net Sale Proceeds in respect of that Lot.

E. SETTLEMENT ARRANGEMENTS

E1. Payment to be made by you to us: Following the sale, you will be liable to pay us the

Seller’s Commission, Expenses and GST thereon. We may deduct each of these items

from moneys received from the Buyer, as well as charges in respect of unsold and

withdrawn Lots. Charges and Expenses for any unsold and withdrawn Lots which cannot

be deducted from the sale proceeds of other property belonging to you which have

already been sold by us will have to be paid in full by you to us before the item will be

released to you.

E2. Payment of net sale proceeds to you: Unless we have been notified by the Buyer of his

intention to rescind the sale on the basis that the Lot is a counterfeit, we shall send to

you on the thirty-fifth (35th) day after the final day of the auction, the Net Sale Proceeds

received from the Buyer in cleared funds, less any other amount you owe us or any

Shapiro auctioneers Affiliated Company. The Net Sale Proceeds payable to you are

derived from the actual proceeds of sale received by us from the Buyer. Where the Buyer

makes payment more than thirty (30) days after the final day of the relevant sale, we

shall send you the Net Sale Proceeds less any other amount you owe us or any Shapiro

auctioneers Affiliated Company within five (5) working days of receipt of cleared funds.

E3. Non-payment by the Buyer: We are under no obligation to enforce payment by any Buyer

nor to undertake legal proceedings to recover such payment. You must inform us of any

action which you choose to take against the Buyer to enforce payment of the amount due

to you. We have absolute discretion, if necessary in your name, to take and enforce any

of the remedies set out in the Conditions of Business including the right to cancel the

sale and return the property to you. We may agree such terms as we regard as necessary

with the Buyer to obtain settlement of the amount due. On your request, we will inform

you of any action being taken against the Buyer and shall give consideration to any views

which you may express to us on the appropriate course of action to take to recover the

amount due. We may but are not obliged to charge the Buyer interest for late payment

in accordance with the Conditions of Business.

If the Buyer fails to pay the Total Amount Due but we agree to remit to you an amount

equal to the Net Sale Proceeds, ownership of the relevant lot shall pass to us and we

shall have the benefit as buyer of all of your representations, warranties and indemnities

set out in herein and the Conditions of Business.

E4. Allocation: If a Buyer owes us money in respect of lots purchased from more than one

vendor at one or more sale, we may allocate any payments which we might receive from

that Buyer against the balances outstanding in respect of those lots purchased by that

Buyer. We may, at our absolute discretion, apply any amounts received from a Buyer

towards any balance outstanding from that Buyer irrespective of any directions, either

express or implied, from the buyer or his agent. We may allocate the proceeds from the

sale of Goods referred to in this contract to any outstanding purchases in your name

which have not been paid for in accordance with the relevant conditions of sale.

E5. Payment in a currency other than Australian Dollars: If we agree to make any payment

due to you in a currency other than Australian dollars, you must accept the exchange rate

applicable at the time of exchange as quoted by our bankers.



1. Vendor Warranties.

If we consider any of the warranties listed below to be breached in any way, we may take legal

action against you. You warrant to us that at all relevant times (including but not limited to the

time of the consignment of the property and the time of the sale):

(a) you are the true owner of the property, or are properly authorised to sell the property by the

true owner;

(b) you are able to and shall, in accordance with the Conditions of Business, transfer to the

Buyer possession and good and marketable title to the property free from any third party

rights or claims or potential claims including, without limitation, any claims which may be

made by governments or governmental agencies;

(c) you have notified us in writing of any material alteration or restoration to the property of

which you are aware;

(d) you will ensure that all lots offered for sale by us on your behalf will be available to us at

such a time as we require;

(e) you have provided us with all information concerning the provenance of the property and

have notified us in writing of any concerns expressed by third parties in relation to the

ownership, condition, authenticity, attribution, or export or import of the lot;

(f) you are unaware of any matter or allegation which would render any description given by us

in relation to the lot inaccurate or misleading;

(g) where the property has been imported into Australia, (i) the property has been lawfully

imported into Australia and has been lawfully and permanently exported as required by the

laws of any country in which it was located; (ii) required declarations upon the export and

import of the property have been properly made and any duties and taxes on the export and

import of the property have been paid; and (iii) you have notified us in writing of any failure

by third parties to comply with such requirements in the past;

(h) you have or will pay any and all taxes and/or duties that may be due on the Net Sale Proceeds

of the property and you have notified us in writing of any or all taxes and for duties that are

payable by us on your behalf in any country other than the country of the sale;

(i) unless you advise us in writing to the contrary at the time you deliver the property to us,

there are no restrictions, copyright or otherwise, relating to the property (other than those

imposed by law) and no restrictions on our rights to reproduce photographs or other images

of the property; and

(j) unless you advise us in writing to the contrary at the time you deliver the property to us, any

electrical or mechanical goods (or any electrical or mechanical parts of lots being offered

for sale) are in a safe operating condition if reasonably used for the purpose for which they

were designed and are free from any defect not obvious on external inspection which could

prove dangerous to human life or health.

You agree to indemnify Shapiro auctioneers and any Shapiro auctioneers Affiliated Company,

their respective servants, directors, officers and employees and the Buyer against any loss or

damage resulting from any breach or alleged breach of any of your representations or warranties,

or other terms set forth in these Vendor Instruction Conditions. Where we reasonably believe that

any breach or alleged breach of such representation or warranty has occurred, you authorise

Shapiro auctioneers in its sole discretion, to rescind the sale.

If we become aware of a competing title claim to, or lien over, any property consigned by you,

we shall not release the property to you until the title claim or lien, as applicable, has been finally

resolved to our satisfaction.

2. On Line Catalogues.

(a) We may include a description of the Goods in any catalogue, brochure, advertisement,

internet listing, website, email or otherwise. Any statement (whether in such description

or verbal) as to the authenticity, attribution, description, quantity, quality, age, history or

type or as to any fault or defect in any of the Goods will be to the best of our knowledge,

information and belief at the time of making thereof. If we subsequently become aware of

anything that may give rise to doubt on our part as to the accuracy of any such statement,

we shall take such reasonable steps as we consider to correct any misapprehension and in

any event, any statement made by the auctioneer prior to the auction will be deemed to have

rectified any such error. We accept no responsibility to you or the buyer in consequence of

any mis-statement or mis-description, and you shall indemnify and hold harmless Shapiro

auctioneers and its employees, servants and agents against any such claim.

(b) We do not accept responsibility for the authenticity, attribution, genuineness, origin,

authorship, date, age, period, condition or quality of any lot. All statements whether printed

in the catalogue or made orally as to any of these matters are statements of opinion only and

are not to be taken as being or implying any warranties or representations of fact by us.

3. Copyright.

(a) The text, photographs and images contained in the catalogues is subject to our exclusive

copyright. We have the absolute right (on a non-exclusive basis) to photograph, illustrate or

otherwise produce images of any property consigned to us for sale. We retain copyright in

all images created by us of any property and have the right to use such images in whatever

way we deem appropriate, both before and after the auction.

(b) If the use of a photograph of a work of art in any catalogue or brochure is subject to a

copyright payment, you must pay the cost thereof.

(c) As from the 9th June, 2010, The Resale Royalty Right for Visual Artists Act 2009 (Cwth)

(‘the Act’) will apply to the commercial resale of Artwork. Shapiro will rely on information

supplied by the Seller and Copyright Agency Limited (‘CAL’) to determine whether Resale

Royalty Rights (‘Artists’ Resale Royalty’) are applicable. Buyers and Sellers must inform

themselves of the provisions of the Act and take professional advice if necessary on its

application to a sale and purchase governed by the Conditions of Sale which appear in this

catalogue. Where the lot is considered to be subject to the provisions of the Act, the Seller

will be notified by Shapiro and / or CAL, and then be responsible to pay the Artists’ Resale

Royalty as defined.

4. The Auction.

(a) All conditions, notices, descriptions, statements and other matters in the catalogue and

elsewhere concerning any lot are subject to any statements modifying or affecting the same

made by the Auctioneer prior to any bid being accepted for the lot.

(b) The auctioneer has absolute discretion to divide any Lot, to combine any two or more

lots or to withdraw any Lot or Lots from the sale, to determine the advance of bidding,

to refuse bids, to re-offer a Lot for sale or re-open bidding if the auctioneer reasonably

believes that there is an error or dispute, take such other action as he reasonably thinks fit

in the circumstances and regulate bidding without in any case giving any reason or without

previous notice. If during the auction the auctioneer considers that a dispute has arisen, he

has absolute discretion to settle it or to re-offer the Lot or re-open the bidding.

(c) You authorise us to accept telephone and commission bids and bids by other media and to

act in accordance with those notwithstanding the fact that the bidder may be unknown to us

or the auctioneer.

(d) The auctioneer is entitled to make consecutive bids or make bids in response to other bids on

your behalf up to the reserve placed on the Lot, although at no time shall the auctioneer indicate

during the conduct of the auction that he is making such bids on your behalf.

(e) You may not bid for your own property. Although we may bid on your behalf up to the amount

of the reserve, you shall not instruct or permit any other person to bid for the property on your

behalf. If you should bid on your own behalf (or instruct someone else to do so), we may treat

you as the successful bidder. In those circumstances, you shall not be entitled to the benefit of

any right of rescission contained in the Conditions of Business and you shall pay to us a sum

representing the total of the Seller’s Commission, the Buyer’s Premium and all Expenses and

GST which we have incurred in connection with the sale of the Lot. We may exercise a lien over

the lot until you have paid such sum in full.

(f) Subject only to the attainment of any reserve price and clause 4(b) above, the person who makes

the highest bid accepted by the auctioneer (or that person’s disclosed principal, if applicable)

shall be the Buyer. The striking of the auctioneer’s hammer marks the acceptance of the highest

bid and identifies the Hammer price at which the Lot is knocked down by the auctioneer to the

Buyer. The striking of the auctioneer’s hammer also marks the conclusion of a contract of sale

between you and the Buyer.

5. Post-auction sales.

If any lot fails to sell at auction, we may for a period of ninety (90) days following the auction sell the

property. Unless you agree to the contrary, any post-auction sale shall only be concluded for a price

that will result in a payment to you of not less than Net Sale Proceeds to which you would have been

entitled had the lot been sold at the reserve price. If a post-auction sale is agreed, your obligations

to us and the Buyer with respect to such property are the same as if the property had been sold

at auction. In this case, any reference herein to the date of the auction shall be treated as being a

reference to the date of the post-auction sale.

6. Unsold lot.

We will send you a notice indicating successful sales and any unsold lots. If any unsold lot has not

been sold privately pursuant to Condition 5 above, you shall either reconsign the lot to us for re-sale

or, alternatively, collect the Lot from us. If you notify us that you wish to collect the lot, or have been

requested to do so by us, and have not done so seven (7) days after the date of such notification or

request we reserve the right to charge you storage at a rate of $10 per lot per day thereafter.

If you fail either to reconsign or collect the lot as set out above within eighty (80) days of the auction,

we shall, in our sole discretion, be entitled to:

(i) store the lot at an independent storage facility at your risk and expense; or

(ii) re-offer the lot for sale at public auction with a reserve no les than fifty percent (50%) of the

original reserve.

7. Premium.

In addition to the Hammer Price, the Buyer shall pay us the Buyer’s Premium. You acknowledge our

right to retain the Buyer’s Premium, which shall also apply in the case of private treaty sales.

8. Rescission.

Where we are satisfied that the Lot is a counterfeit such that a right of rescission arises under the

Conditions of Business, we may rescind the sale and notify you of such rescission. We may, in

our absolute discretion, dispense with the requirements set out in the Conditions of Business in

determining whether or not a particular Lot is a counterfeit. Within ten (10) days of receipt of the

notice advising you of the rescission of sale, you will return to us the Net Sale Proceeds previously

paid by us to you in respect of that Lot and shall reimburse us for any expenses incurred in

connection with the rescinded sale. On receipt of such funds, we shall return the lot to you. We shall

be entitled to retain such funds even if, for reasons beyond our control, we cannot return the lot to

you. We are not liable for any damages to you on any account arising out of rescission.

9. Exclusion of liability.

Any representations, written or oral and including those in any catalogue, report, commentary or

valuation, in relation to any aspect or quality of any lot, including price or value, (i) are statements

of opinion only and (ii) may be revised prior to the lot being offered for sale (including whilst the

lot is on public view). Neither Shapiro auctioneers, any Shapiro auctioneers Affiliated Company,

nor any agent, employee or director thereof shall be liable for any errors or omissions in any such

representations. In any event, any claim by you (excluding any claim covered by Condition 15) shall

be limited to the Net Sale Proceeds in respect of that lot.

10. Third Party Liability.

Every person on our premises or premises for which we are responsible at any time shall be deemed

to be there at his own risk. He shall have no claim against us in respect of any accident which may

occur or injury, damage or loss howsoever caused, save in so far as the injury, damage or loss shall

be caused by the negligence of Shapiro auctioneers’ employees.

11. Instructions.

All goods delivered to us will be deemed to be delivered for sale by auction unless otherwise

instructed by you in writing and will be catalogued and sold at our discretion and accepted by us

subject to these Vendor Instruction Conditions.

12. Collections and returns.

We do not ourselves undertake the collection or return of goods but will, if requested, instruct a

contractor on your behalf as your agent. We disclaim all responsibility for loss or damage to goods

or for unauthorised removal of goods and for damage to premises caused by the contractor.


13. Storage.

We may charge you for the storage on our own premises or elsewhere of goods delivered to us for any

purpose. This also applies to goods sold but not paid for and collected. Storage cost per day $10.00.


14. Right to Sell.

If goods are not removed within 7 days of a request that they be so, we may sell such goods to defray

all amounts due from you including storage charges without further reference to you, in which case

the whole of these provisions shall apply as though the goods had been consigned with us for sale

by auction without reserve.



15. Insurance.

(a) Risk of loss or damage - risk borne by us

Unless otherwise agreed with us in writing at the time of delivery of the lot to us, we will, at your

expense, and on the terms set out in this clause, bear the risk of loss or damage in any lot from the

time we receive such property until (i) risk passes to the Buyer of the lot following sale of the lot, or (ii)

sixty (60) days after the relevant auction, if the lot is unsold or (iii) six (6) months after the lot has been

delivered to us, if it remains in our possession and has not been consigned for sale by then.

We shall charge you, and you agree to pay, a sum in respect of the risk borne by us at a rate which shall

be equal to one and a half percent (1.5%) of:

(i) the Hammer Price, if the lot is sold; or

(ii) the Reserve Price, if the lot is unsold; or

(iii) the Mid Pre-Sale Estimate, if the lot is not offered for sale for any reason; or

(iv) if there is no Mid Pre-Sale Estimate then a reasonable estimate of the auction value of the lot at the

date at which it was delivered to us.

If any loss or damage should occur to the property whilst the risk in it is borne by us, we shall not

be liable to pay you any more than the amount set out in (i)-(iv) above, as applicable, less Seller’s

Commission plus Expenses and any applied GST. If the property is partially damaged or partially lost

and has depreciated in value, in our opinion, by less than fifty percent (50%), we shall either (i) pay you

the amount of depreciation and the property will be offered for sale or returned to you, or (ii) pay you for

the property as set forth in the preceding sentence, and you will no longer own the property.

We will not be liable for any loss or damage caused to frames or to glass covering prints, paintings or

other work. Nor will we be liable for loss or damage caused by:

(i) any third party whom we have instructed to deal with the property with your consent;

(ii) changes in humidity or temperature;

(iii) normal wear and tear, gradual deterioration or inherent vice or defect;

(iv) errors in processing;

(v) war, weapons of war employing atomic fission, or radioactive contamination;

(vi) damage caused by woodworm or changes in atmospheric conditions; or

(vii) any matter excluded under the insurance cover arranged by us.

(b) Risk of loss or damage - cover arranged by you

If we have agreed in writing that clause 15(a) shall not apply, then you must maintain insurance cover

for the property until the Buyer has made payment for the lot in full. In such circumstances, you agree

to:

(i) provide us with a copy of a certificate of insurance for the property;

(ii) procure a waiver of subrogation by your insurer of all rights and claims which they may have

against us in connection with loss or damage, such waiver of subrogation in a form satisfactory to

us, and to provide us with a copy of such waiver;

(iii) indemnify us against any claim for loss, damage or costs in respect of the property, however that

claim may arise;

(iv) notify your insurer of the terms of the indemnity set out in (iii) above;

(v) reimburse us on demand for all payments, costs or Expenses, including legal fees, which we incur

as a result of any claim. Any payment which we make under this Condition shall be binding upon

you and shall be accepted by you as being conclusive evidence that we were required to make such

payment, even where no legal liability has been proved; and

(vi) waive all rights and claims which you may have against us in connection with such loss or damage,

other than in circumstances where the loss or damage was caused by our wilful misconduct.

If you fail to comply with sub-paragraphs (i) and (ii) above within ten (10) days of delivery of any property

to us, we shall bear the risk of loss or damage in the property in accordance with the terms of Condition

15(a) above, which shall apply in full. We shall bear such risk of loss or damage from the start of the

eleventh (11th) day following the day of delivery of the lot to us. If any loss or damage should occur to

the property after that time, our liability to you shall be limited to the excess, if any, of (a) the relevant

amount set out in (i)-(iv) of Condition 15(a) above, over (b) any amount payable to you for such loss

or damage under the insurance policy you agreed to maintain for the lot under this Condition plus any

deductible applicable thereunder.


16. Reserves.

(a) Unless otherwise agreed in writing not later than 24 hours before the commencement of the sale,

each lot will be offered for sale subject to a reserve of seventy five per cent (75%) of the low presale

estimate agreed with you. If you and Shapiro auctioneers are unable to agree on a low pre-sale

estimate, the reserve shall be seventy five per cent (75%) of our Low Pre-Sale Estimate.

(b) No reserve will exceed the final Low Pre-Sale Estimate announced or published by us, other than

in circumstances where the reserve agreed is in a currency other than Australian Dollars and the

exchange rates fluctuate between the time the reserve is agreed and the day of the auction. In those

circumstances, if we are unable to agree a revised reserve with you, the reserve shall be an amount

equal to the Australian Dollar equivalent based on the closing exchange rate available on the date

hereof as quoted by our bankers.

(c) Once set, a reserve can only be altered by you with our agreement. You may not specify a reserve

greater than the minimum sales estimate listed in the catalogue.

(d) We shall in no circumstances be liable if bids are not received at the level of the reserve but shall

be entitled, in our discretion, to sell the lot below the reserve. If we do so, we shall pay you the Net

Sale Proceeds which you would have received if the Lot had sold at the reserve. If a Lot fails to sell,

the auctioneer will announce that the Lot is unsold.

(e) If a lot is unsold at auction a charge equal to 5% of the reserve for that lot will be made if we have

advised you prior to the sale that that reserve is excessive in our opinion.


17. Reconsignment.

We may with your consent reconsign any lot so that it shall be offered for sale at public auction by

another auction house. In those circumstances, we do so as your agent, and we are not responsible for

any default by such other auction house, or for any other reason, and you agree to indemnify us against

any claim on any account in respect of such reconsignment.


18. Introductory commissions.

We reserve the right to pay out of our remuneration a fee to any third party introducing clients or

property to us.


19. Indemnity.

In addition to any other indemnity herein contained, you indemnify us, our agents and employees and

the Auctioneer in all respects against any claim whatsoever arising from the sale, attempted sale or

storage of any item submitted by you to us for sale or for any other purpose, other than and to the extent

of a claim when insurance pursuant to clause 15(a) applies. Such indemnity shall specifically include

indemnity against any claims arising from any breach of any of the warranties given by you under these

Vendor Instruction Conditions. We shall hold any indemnity given for the benefit of our employees and

agents under these Vendor Instruction Conditions on trust for those employees and agents.


20. Notices.

Any notice or other communication shall be in writing and, if sent by post, shall be deemed to have

been received by the addressee on the second working day after posting or, if the addressee is outside

Australia, on the fifth working day after posting. If any written notice is delivered by hand, it shall be

treated as having been received at that time and, if any written notice is sent by facsimile, it shall be

deemed to have been received twenty-four (24) hours after sending. Any notice sent to us shall be sent

to 162 Queen Street, Woollahra, New South Wales, 2025. Any notice which we send to you may be sent

to your last address known to us.


21. Disputes.

Any disputes which arise between you and us which we can’t settle within 28 days of it arising shall be

referred to mediation by a mediator appointed by the President of the Law Society of New South Wales

at the request of either party. The mediator’s costs shall be paid equally unless the mediator otherwise

determines.


22. Governing law.

These Vendor Instruction Conditions and any amendment to them shall be governed by and inter-preted

and construed in accordance with the law of the state of Australia in which the sale takes place.


23. Jurisdiction.

(i) Subject to clause 21, you agree that the Courts of the state of Australia in which the sale takes place

(subject to Condition 23(ii) below) shall have exclusive jurisdiction to settle any dispute (including

claims for set-off and counterclaims) which may arise in connection with these Vendor Instruction

Conditions.

(ii) The agreement contained in Condition 23(i) above is included for our benefit. Accordingly,

notwithstanding the exclusive agreement in Condition 23(i) above, we shall retain the right to bring

proceedings in any other court of competent jurisdiction.


24. Service of process.

You irrevocably consent to service of process or any other documents in connection with this agreement

or proceedings in any Court by facsimile transmission, personal service, delivery at the last address

known to us or any other usual address, mail or in any other manner permitted by law of the state of

Australia in which the sale takes place, the law of the place of service or the law of the jurisdiction where

proceedings are instituted.


25. Severability:

If any provisions of these Conditions of Business should be held unenforceable for any reason, the

remaining conditions shall remain in full force and effect.


26. Miscellaneous.

Words importing one gender include all other genders and words importing the singular include

the plural and vice versa. Reference to a person includes an individual firm corporation (limited or

unlimited) or any other body. The clause headings are not to be taken into account in the construction

and interpretation of these conditions. No act, failure to act or partial act by Shapiro auctioneers

shall be deemed a waiver of any of its rights hereunder. These Vendor Instruction Conditions shall

not be assignable by you without our prior written agreement. However, these Vendor Instruction

Conditions shall be binding on any of your successors, assigns, trustees, executors, administrators and

representatives.


27. Definitions

In these Vendor Instruction Conditions, unless the context otherwise requires, the following terms shall

have the following meanings:

(a) “ABN” means Australian Business Number as defined in A New Tax System (Australian Business

Number) Act 1999 as amended;

(b) “Australian Resident” means an Australian resident as defined in the GST Act;

(c) “Buyer” means the person who makes the highest bid accepted by the auctioneer, or that person’s

disclosed principal;

(d) “Buyer’s Premium” means the commission on the Hammer Price payable to Shapiro auctioneers

by a Buyer at the rates posted in the auction room at the time of the relevant sale;

(e) “GST” means a tax payable under the GST Act;

(f) “GST Act” means A New Tax System /Goods and services) Act 1999 as amended;

(g) “Hammer Price” means the price at which a lot is knocked down by the auctioneer to the Buyer

or, in the case of a post-auction sale, the agreed price; in both instances excluding the Buyer’s

Premium, any applicable taxes and any Expenses;

(h) “Low Pre-Sale Estimate” means the low estimate of Shapiro auctioneers’ latest low and high presale

estimates of the value of the property, whether or not communicated to the Seller;

(i) “Lot” means a combination of the Goods which are offered for sale in one line as a lot;

(j) “Mid Pre-Sale Estimate” means the average of Shapiro auctioneers latest low and high pre-sale

estimates of the value of the property, whether or not communicated to the Seller;

(k) “Net Sale Proceeds” means the Hammer Price of the lot sold to the extent received by Shapiro

auctioneers in cleared funds, less Seller’s Commission and Expenses;

(l) “Resident Agent” means resident agent as defined in the GST Act;

(m) “Shapiro auctioneers Affiliated Company” means any related company to Shapiro auctioneers

within the meaning of Section 50 of the Corporations Law;

(n) “Tax Invoice” means a tax invoice as defined in the GST Act;

(o) “Total Amount Due” means the Hammer Price in respect of the lot sold, together with the Buyer’s

Premium, and any charges, fees, interest, taxes (including GST) and Expenses due from a Buyer or

defaulting Buyer;

(p) “we”, “us” or “our” means Shapiro auctioneers; “you” or “your” means the Vendor, and if more

than one of you, all of you jointly and each of you severally;

(q) “property” includes the Goods or part thereof. 28/09/12