Curated Auctions Limited
Terms and Conditions for Sellers
These Terms and Conditions for Sellers (“Seller Terms”) set out the terms and conditions on which Curated Auctions Limited, a company incorporated in Wales with company number 13551604 and having its registered office at 744 Sidcup Road, London, SE9 3NS, United Kingdom (“we”/“us”), offers the work you have consigned to us for sale at auction (“Consigned Work”). By registering to sell the Consigned Work through us, you acknowledge and agree that these Seller Terms create a legally binding agreement with you (“Seller”, “Consignor” or “you” as applicable).
1. Our Role
- By entering into a consignment agreement with us, you consent to us selling the Consigned Work as your authorised agent and in accordance with our Terms and Conditions for Buyers (“Buyer Terms”). You will be responsible for all statements and representations made by us on your behalf. A contract for sale shall be formed automatically between you and the Buyer (being the highest bidder we accept) (“Buyer”) when the bidding for the Consigned Work closes and you shall be responsible for any breach of the Buyer Terms by you.
2. Your Warranties
- You warrant and represent to us at the date of consignment and up to and including at the date of the auction that: (i) you are the sole legal and beneficial owner of the Consigned Work, or that you are properly authorised by the owner to sell the Consigned Work and that you retain such rights until the sale of the Consigned Work by us; (ii) the Consigned Work is free of all liens, charges and encumbrances of any nature; (iii) you provided us accurately with all information (including any concerns expressed by third parties) relating to the origin, date, age, attribution, provenance, significance, authenticity, condition, value of the Consigned Work which you are aware or reasonably ought to be aware and such information is true, complete and accurate; (iv) unless you notify us in writing to the contrary at the time the Consigned Work is delivered to us there are no restrictions affecting the Consigned Work or our rights to photograph or reproduce it; and (v) where the Consigned Work has been imported, the laws of the countries from which the Consigned Work was exported have been complied with and that the Consigned Work has been lawfully imported and you have obtained the necessary licences and authorisations for the purpose of the sale.
3. Registration and Consignment
- To consign a work to us, you will need to create an account on www.curatedauctions.co.uk (the “Site”). There is a small fee of £3.95 (the “Registration Fee”) to be able to consign through us.
- For some consignments, we are required to carry out due diligence procedures under the Anti Money Laundering Regulations.
- For more information, please read our Privacy Notice on our Site, which sets out how we protect the personal information that we collect.
4. Descriptions and Estimates
- Estimates are given after due consideration and to the best of our knowledge and experience, but cannot be taken as a guarantee or statement of value. It may be necessary for us to vary an estimate after initial inspection once we have the chance to inspect fully and research the work. Estimates will be published in our auction listings. If you do not agree with our proposed estimate, or if we feel that a work offered by you is not suitable for sale by us, you should not sign the Consignment Form (defined below) and should notify us in writing. In such event, the consignment will not proceed and you must collect any work already delivered to us pursuant to Clause 6(c).
- Any identification and description of the work provided by us is a statement of opinion only and at this point is made for information only. If you decide to proceed to consign the work to us for sale, we may (but are not obliged to) provide you with a proposed description for publication in the catalogue for your review and you must notify us if this proposed description is or may be inaccurate or incomplete.
- Once an estimate is agreed, we will provide you with a form (“Consignment Form” which, once signed, shall be incorporated into these Seller Terms and shall form our entire agreement with you) setting out the agreed key details of sale, including the estimate, the reserve if any (see Clause 7(e)) and our charges. Estimates do not include the Seller’s Fee (defined below in Clause 7(b)) or VAT. We shall not be held responsible if a Consigned Work does not sell within the range of the provided estimate and by no means can the sale be cancelled by you in such circumstances.
- We may publish an entry about the Consigned Work in our online catalogue. The entry may contain an estimate and an expression of our opinion in relation to the Consigned Work. A copy of the entry will normally be made available to you prior to the sale and, you must notify us immediately (and in any event before the sale) in writing if there is anything in the entry in relation to the Consigned Work which you are aware is, or may be, inaccurate or incorrect in particular the description of the Consigned Work.
- We may at our discretion include images of the Consigned Work in the entry. The copyright in the text and images of the Consigned Work contained in the entry or on our Site or in any other promotional material belongs to us. You will not reproduce or permit anyone else to reproduce such text or images without our prior written consent. All intellectual property rights are hereby reserved and our moral rights are hereby asserted.
- Subject to your obligation to notify us of any inaccurate or incomplete information in the catalogue entry or the Consignment Form, you agree that we shall have sole and absolute discretion as to: (i) the way in which the Consigned Work may be combined or divided into lots for a sale ; (ii) the way in which the Consigned Work is included in the sale; (iii) the way in which any Consigned Work is described and illustrated in the catalogue or any condition report; (iv) the date and place of the auction(s); and (v) the manner in which any sale is conducted.
6. Delivery and Collection
- Unless otherwise agreed with you, you will deliver the Consigned Work at your own risk and expense into our custody at the place and time we will notify to you. We are happy to provide details of a reputable carrier upon request. You must notify us in writing in advance of the time of delivery of the Consigned Work of any special requirements and precautions reasonably required by you for its storage for our approval. We are not obliged to accept any Consigned Works if we cannot meet such storage requirements.
- Subject to any exclusions of liability for damage and loss we notify to you in writing, and subject to the exclusion of liability set out in Clause 11(a), we will insure the Consigned Work on an all risks wall-to-wall basis for no less than the low estimate, while it is in our possession (“Insurance Policy”). The Insurance Policy is subject to normal market practice exclusions, which include: wear and tear, warping or shrinkage, woodworm or other such pest, gradual deterioration, inherent vice, or loss or damage sustained due to or resulting from any repairing, restoration or retouching process or for Consigned Works which have been insufficiently packed by you.
- If a Consigned Work is (i) withdrawn by you pursuant to Clause 9 or we give you notice of our refusal to sell; or (ii) it is unsold at the sale, then you must remove the Consigned Work at your own expense within 14 days of either our written notice to you or the sale date, whichever is the earlier. Storage and handling fees will be charged in relation to Consigned Works left uncollected after that date. In the event that the Consigned Work remains uncollected for a period of 90 days after notification pursuant to this Clause 6(d), we have the right to do any of the following: (i) deliver the Consigned Work to your last known address (at your cost); (ii) arrange for the Consigned Work to be stored at a third party storage facility solely at your cost; (iii) exercise all the rights and remedies of a person holding security over any property in their possession owned by you, whether by way of pledge, security interest or in any other way as permitted by the law of the place where such property is located. You will be deemed to have granted such security to us and we may retain such property (including the Consigned Work) as collateral security for your obligations to us; and (iv) sell the Consigned Work by any method we deem appropriate in our discretion in order to cover outstanding fees, expenses, storage or transit costs. Any remaining amounts shall be paid to you, which may be by cheque sent to your last known address.
7. Bidding and Reserve
- We will sell the Consigned Works on your behalf in accordance with these Seller Terms, and pursuant to the Buyer Terms (subject to any alteration by us made at our discretion by notices, inserts and announcements up to the date of the sale). You authorise us to charge and retain the Buyer’s Fees pursuant to Clause 4(a) of the Buyer Terms, with applicable VAT.
- We will charge you a fee which shall be specified in the Consignment Form, based on the hammer price of each Consigned Work and VAT is payable on this charge (“Seller’s Fee”).
- Sales are conducted according to our discretion and that of our auctioneer. We may refuse any bid, alter the order of lots and/or the bidding in such way as we think best, withdraw any Consigned Work, reopen bidding after the hammer has fallen, determine who is the successful bidder, cancel the sale of any Consigned Work or otherwise regulate the sale and all associated proceedings as we deem most appropriate.
- Our decision in relation to any dispute relating to bidding which may arise during or after the sale is final. We may (but are not obliged to) offer bidding in person, by commission bids left with us in advance of the auction, by telephone, or online via our own Site or a third party platform.
- The Consignment Form will also specify the reserve which has been agreed with you, as well as any agreed discretion which you have agreed to allow us to accept bids below the reserve. The reserve will not be notified to potential bidders. The reserve will be no higher than the low estimate. We are allowed to accept bids below the reserve provided that we account to you at no less than you would have received had the winning bid been at the reserve.
- Neither you nor anyone on your behalf shall be permitted to bid for your own Consigned Works. Where a Consigned Work is entered with a reserve, we alone shall have the right to bid on your behalf and up to the set reserve price only. Bidding thereafter shall be incremented at the auctioneer’s discretion in response to interested third parties.
- If we are made an offer within  days after the sale by a potential purchaser of a Consigned Work of yours which was unsold at the sale, we are entitled to conclude a sale by private treaty, provided that the amount you receive net of Seller Fees is no less than you would have received if the Consigned Work had sold at reserve level at the sale, unless you have at the time of such offer already indicated to us that you wish the Consigned Work to be returned to you. If the after-sale offer is such that you would receive an amount lower than if the Consigned Work had sold at the reserve, we will conclude such a sale only with your prior agreement.
- The title to the Consigned Work will only pass to the Buyer on receipt by us in cleared funds of the highest bid accepted by us for the Lot and the Buyer’s Fee including all taxes and where applicable the artist re-sale royalty (together “Purchase Price”). We will not release your Consigned Work/s to any Buyer until these sums have been paid in full.
- Payment shall be requested from Buyers within 5 days of the sale as standard, but you agree that we are permitted to allow extended payment terms of up to [90 days] in our discretion, such extended payment terms being notified to you in advance or included on the Consignment Form.
- You agree that we are entitled to deduct from the Purchase Price (i) the Buyer’s Fee; (ii) the Seller’s Fee; (iii) any applicable artist re-sale royalties; (iv) any VAT or charges required to be deducted under applicable law; and (v) any interest earned on the proceeds of sales between the date on which we are paid and the date on which we account to you.
- We will account to you for all sums owed, after any deductions that we are entitled to make pursuant to Clause 6(c), within 28 calendar days of the sale date, provided that we have been paid in full by the Buyer by such date. If the Buyer has not so paid, we may take legal steps against them subject to agreement with you including as to costs, but we are not obliged to do so, and we are entitled to take any action we deem appropriate in the circumstances including rescinding the sale and deeming the Consigned Work to be unsold. Settlement will be by bank transfer and must be made to an account in your name which you have notified to us in the Consignment Form. We are not obliged to investigate the credit-worthiness or bona fides of any bidder or Buyer and nor are we obliged to enforce any rights which we may have against any such bidder or Buyer.
- All charges, fees, premiums and any other sums referred to in these Seller Terms or the Consignment Form are stated net of VAT but are subject to VAT.
- Once you have signed the Consignment Form, you are obliged to proceed with the sale of the Consigned Work. If you withdraw a Consigned Work before the sale for any reason (which must be by notice to us in writing), you shall be required to pay us a withdrawal fee of 50% of what would have been our Buyer’s and Seller’s Fees based on the low estimate, unless the withdrawal is within one week of the sale date in which event the fee will be 100% of the Buyer’s and Seller’s Fees (“Withdrawal Fee”), together with any additional charges to cover costs incurred by us before the date of or due to the withdrawal. Such fees will become payable upon demand.
- We shall be entitled to withdraw the Consigned Work without liability to you where we reasonably believe (i) there is any doubt as to the Consigned Work’s authenticity or attribution; (ii) it is established or alleged that any of your representations or warranties set out in Clause 2(a) above are inaccurate in any way; (iii) you breach any provisions of these Seller Terms in any material respect; (iv) the Consigned Work contains any endangered species for which a ‘cites’ 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; (v) the Consigned Work suffers from loss or damage after which we consider the Consigned Work to be of insufficient value or in need of repair prior to sale; (vi) the sale at which it was proposed to sell the Consigned Work is postponed for any reason; or (vii) we determine in our absolute discretion that the sale of the Consigned Work may be detrimental to our reputation. The Withdrawal Fees set out in Clause 9(a) shall apply to our withdrawal and payable in the event of withdrawal due to 9(b)(ii), 9(b)(iii) and/or 9(b)(iv).
- If we become aware of a competing title claim to or lien over a Consigned Work by you, we shall not release the Consigned Work to you until the title claim or lien, as applicable, has been finally resolved to our satisfaction or we are authorised to do so by court order.
- You agree to indemnify us against all claims, proceedings, liabilities, costs, expenses and losses arising from (i) any actual or alleged breach of any warranty, representation or obligation by you to us, whether by act or omission or otherwise; (ii) any error, misdescription or omission in any description of the Consigned Work or any estimate in relation to it, so long as it was not caused by a breach of our duty to you under these Seller Terms; and (iii) for all reasonable legal and associated costs and expenses incurred in connection with any enforcement action taken by us in addition to any damages to which we may be entitled in the event of recission of the sale in accordance with Clause 13.
- Subject to the Insurance Policy exclusions referred to in Clause 6(b), you agree that in the event that the Consigned Work is lost or damaged, recovery will be limited to such amount as may be paid by the insurer under the Insurance Policy and you hereby release us from any further liability for claims arising out of such loss or damage.
- We are not liable (whether in negligence, other tort, breach of contract or statutory duty or in restitution or in any other way) whether as a result of an act or an omission, whether before or after this agreement, for any lack of conformity with or inaccuracy, error or misdescription or omission in any description of a Consigned Work or any opinion, estimate in respect of it (whether made in writing, orally or by conduct or otherwise) or in the setting of any reserve or for any failure to achieve a sale or a sale at a higher price than was achieved, except in so far as it is caused by a breach of our duty to exercise reasonable skill and care in the performance of the obligations we have agreed to under these Seller Terms in the case of fraud by us or on our behalf (and we will not be liable to the extent that any breach of obligation by you has caused or contributed to it). In any circumstances where we are liable to you, our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the Seller Terms, shall be limited to the Purchase Price (if any) of the Consigned Work in question, or, if the Consigned Work is not sold, the low estimate that we have provided. We shall not be liable for any loss of profits, loss of business, goodwill, loss of anticipated savings or for any special, indirect, incidental, or consequential loss, costs, damages, charges or expenses to the fullest extent permitted by law. You may wish to protect yourself against loss by obtaining your own insurance. Nothing herein excludes our liability for (a) death or personal injury caused by our negligence or (b) fraud or fraudulent misrepresentation.
12. Connectivity and Technical Issues
- Where we are satisfied that the Consigned Work is a forgery pursuant to Clause 9 of the Buyer Terms, you acknowledge the Buyer’s right to rescission. In this event, we shall rescind the sale and notify you of such rescission. Within ten days of receipt of the notice advising you of the rescission of sale, you shall return to us an amount equal to the sum of the Purchase Price, VAT and any additional fees and charges incurred in connection with the rescinded sale within 30 days of such request for repayment.
- We shall be entitled to charge interest at an annual rate equal to 8% above the Bank of England Bank Rate from time to time to be calculated on a daily basis from 30 days of from the date upon which we demanded payment from you until the date of the actual payment.
- On payment to us of the amount referred to in Clause 13(a), and unless we are otherwise prevented by a court order, you will be entitled to collect the Consigned Work at the place and time we will notify to you..
- These Seller Terms and the documents referred to in it constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter including any confidentiality or non-disclosure agreement previously entered into between the parties.
- A waiver of any right or remedy under these Seller Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under these Seller Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Seller Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.
- You shall not be entitled to assign or otherwise transfer this agreement or the rights therein without our prior written consent.
- If a court finds that any part of these Seller Terms is not valid, or is illegal or impossible to enforce, that part of these Seller Terms will be treated as being deleted, and the rest of these Seller Terms will not be affected.
- A person who is not a party to these Seller Terms shall have no rights or remedies pursuant to them whether or not pursuant to the Contracts (Rights of Third Parties) Act 1999.
- No variation of any of the terms of these Seller Terms shall be valid unless it is in writing and signed by or on behalf of each of the parties hereto.
- Any notice to be given hereunder shall be in writing and sent to or delivered to our registered office or to the email addresses of the parties as notified. Any notice shall be sufficiently served either if delivered personally, sent by pre-paid first class post, or recorded delivery or registered post, registered airmail in the case of an address of service outside the United Kingdom or email. Any notice if posted shall be deemed to have been served at the time when in the ordinary course of post such notice would have been received and if delivered by hand shall take effect on delivery. Emails are deemed received on the day of receipt if during normal business hours in the recipient country, otherwise the next business day.
- Neither party shall be liable for total or partial failure to perform any of its obligations or duties under these Seller Terms to the extent that such failure arises in consequence of any force majeure event, industrial dispute, fire, flood, pandemic, mobilisation, requisition, embargo, currency restrictions, insurrection, acts of government, war, acts of terrorism or any circumstances which are beyond their reasonable control. If such event or circumstances prevents either party from fulfilling its obligations under these Seller Terms for more than six (6) weeks, the other party shall have the right, without limiting its other rights or remedies, to terminate this agreement with immediate effect by giving written notice to the other party.
- These Seller Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England and Wales.