This Agreement (and the artnet Auctions Website Terms of Use and artnet Privacy Policy which are incorporated herein) (together “Terms”) sets forth the terms and conditions that govern the relationship between Artnet Worldwide Corporation ("artnet") and you ("you" or "Buyer") with respect to process, terms and conditions under which you may bid, offer to purchase or otherwise participate as a potential buyer in artnet Auctions for items such as art, artifacts, design objects and other similar items (collectively "Property") on artnet’s websites (artnet.com, artnet.de, artnet.fr and all other related websites) (collectively, the "Site"). If you wish to access or use the Site to bid on or offer to purchase any items of Property through the Site (the "Services"), you must accept the terms and conditions of this Agreement, without change. PLEASE REVIEW THIS AGREEMENT CAREFULLY, AS WELL AS THE AUCTIONS WEBSITE TERMS OF USE AND THE PRIVACY POLICY. BY REGISTERING AND USING THE SERVICES OF THE SITE AS A BUYER, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE HEREIN. We reserve the right to modify or amend these Terms (including, but not limited to, the amount of the Buyer’s Premium) without notice. Changes are effective when posted and your continued use of our Site or Services following the posting of changes to these Terms will mean you accept those changes.
The artnet Auctions portion of the Site provides a venue and mechanism for sellers ("Sellers") to conduct auctions for items of Property posted by them on the Site and for bidders to bid for them. As such, artnet is not a party to the actual transactions between buyers and sellers. Sellers are subject to a Master Seller Agreement, but artnet has no control over individual transactions, and does not guarantee that a Seller will complete any transaction.
Use of the artnet Auctions portion of the Site and the Services is limited to Buyers and Sellers that lawfully can enter into and form contracts under applicable law. Without limiting the generality of the foregoing, minors may not offer to sell or sell, or bid on or offer to purchase items of Property through the Site. Every Buyer and Seller who uses the Services hereby represents and warrants to artnet that he or she is not a minor, is at least over the age of eighteen (18) and may otherwise enter into and form binding contracts under applicable law. To register, you must provide your real name, address, phone number, e-mail address and valid credit card number, along with other information that may be required from time to time. Providing inaccurate registration information constitutes breach of this Agreement. If in our opinion you do not satisfy our bidder identification and registration procedures, including, but not limited to, completing any anti-money laundering and/or anti-terrorism financing checks we may require to our satisfaction, we may refuse to register you to bid or permit your participation in the sale and if you make a successful bid, we may cancel the contract for sale between you and the seller.
You may bid on or offer to purchase items of Property for sale at auction on the Site during the term of this Agreement, subject to the following terms and conditions:
When you are the winning bidder, artnet will charge you, and you will be responsible
for a Buyer's Premium, which is currently an additional percentage of the winning bid
amount on all lots or the Buy Now price if you have elected that option.
The Buyer's Premium is based on the winning bid or Buy Now price, and is calculated
per the below structure:
25% for works up to $500,000
20% for works $500,001 to $1,000,000
15% for works $1,000,001 and above
This Buyer's Premium will be incurred upon the completion of the applicable auction and
is non-refundable, except as set forth herein.
The applicable Buyer’s Premium will be charged to your credit card on file with artnet and you hereby authorize artnet to charge such credit card upon the completion of any auction in which you are the winning bidder. artnet also reserves the right to invoice you for the Buyer’s Premium payable by you hereunder. In such event, you will pay the Buyer’s Premium owed to artnet upon receipt of any invoice therefor. artnet reserves the right to deliver any invoice to you by: (i) posting an invoice to your account section of the Site; (ii) emailing an invoice to you at the address you have provided in your account settings; or (iii) mailing an invoice to the address provided by you at registration to the Site, as such may be updated from time to time by you in accordance with the procedures designated on the Site. Transmission of any invoice in this manner shall constitute receipt. Additionally, you agree not to interfere with the billing process or attempt to circumvent the Buyer’s Premium in any way.
Unless otherwise stated, the Buyer’s Premium shall be paid in US Dollars. artnet reserves the right to collect on accounts due by various means, including but not limited to, the use of collection agencies, legal counsel, and direct charge to payment methods that are on file. You will be responsible for all costs of collection (including reasonable attorneys’ fees) in the event you fail to pay any amounts due to artnet hereunder. artnet reserves the right to charge Buyer storage fees for any Property left in artnet’s physical possession more than 30 days after purchase.
In the rare event Seller is unable or otherwise fails to consummate the sale in which you were the winning bidder, you may be able to request a refund of all or part of any Buyer’s Premium paid by you with respect to such sale. Any request for a refund of the Buyer’s Premium must be made within 60 days of the conclusion of the applicable auction. Any refund of the Buyer’s Premium shall be made at the sole discretion of artnet. Under no circumstances shall a refund of the Buyer’s Premium be issued in the event that you were the winning bidder and then failed to contact the Seller, pay the Seller, or come to terms with the Seller regarding shipping or any other item.
Buy Now. From time to time artnet will offer a curated selection of works for a limited period of time in its “Buy Now” category. A purchase made on artnet’s Buy Now category is subject to this Master Buyer Agreement as if it were the winning bid at auction, except that:
After-Sales. In the event that a lot remains unsold at the close of an auction and you make an offer through artnet to purchase the work that is accepted by the Seller, you shall pay artnet a Buyer’s Premium of an additional 25% of the agreed purchase price (or such other premium as shall be agreed upon between artnet and Buyer in writing in advance) and the transaction shall be governed by the terms of this Master Buyer Agreement.
Private Sales. All private sales are governed by any agreement entered into between artnet and the Buyer for each particular private sale. To the extent they are not in conflict, the terms of the Master Buyer Agreement shall be incorporated therein.
artnet may from time to time contract with outside vendors for such services as crating, shipping and escrow payment (“Designated Vendors”). To the extent that artnet determines, in its sole discretion, that the use of Designated Vendors’ services is mandatory in connection with any transaction entered into through the use of artnet’s Site and Services, the applicable procedures and terms of use will be made available on the Site. Buyer acknowledges and agrees that, in the event Buyer is the successful bidder or purchaser of Property, Buyer will use the Designated Vendors’ services to affect the transaction, and will comply with artnet’s and Designated Vendors’ procedures and terms of use therefor.
In the event that you are the winning bidder and fail to complete the sale for any reason, including but not limited to failing to contact the Seller, pay the Seller, or come to terms with the Seller regarding shipping, artnet has the right to retain the buyer’s premium.
In the event that you are the winning bidder and do not initiate payment within two weeks after the sale closing, artnet reserves the right to cancel the sale on behalf of the seller and retain the buyer’s premium.
artnet reserves the right to collect on accounts due by various means, including but not limited to, the use of collection agencies, legal counsel, and direct charge to payment methods that are on file. You will be responsible for all costs of collection (including reasonable attorneys’ fees) in the event you fail to pay any amounts due to artnet hereunder.
You, the Buyer, grant to artnet and its affiliated entities an irrevocable, non-exclusive, worldwide, royalty-free, perpetual license and right to publish, reproduce or otherwise use all materials, text, information, images, photographs or other content, including prices, of any item purchased by you through the Site (collectively, the “Materials”) for all purposes, in any medium whatsoever. You agree that you as the Buyer will not seek and do not expect any compensation for artnet’s use of any such Materials.
artnet has the right, but not the obligation, to monitor any activity and content associated with the Site. artnet may, but shall not be obligated to, investigate any reported violation of this Agreement or any of its policies and guidelines (including, without limitation our Privacy Policy and Auction Website Terms of Use) or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access and/or removal of any materials on the Site, including bids, all of which may be taken by artnet without liability to you or any other person or entity. artnet reserves the right and has sole discretion, to remove, screen or edit any content that violates these provisions or is otherwise objectionable. In addition, artnet may, in its sole discretion, remove any item of Property or cancel any auction in progress that it determines has been posted on the Site in violation of this Agreement or any of its policies and guidelines (including, without limitation our Privacy Policy and Auction Website Terms of Use). In the event of a removal or cancellation, artnet will not have any liability to you, any seller or any other person or entity with respect to the offer of such item or the cancellation of the auction. artnet also reserves the right to terminate this contract or to suspend use of the Site and/or Service to any user at any time and for any reason without notice or explanation.
All information we collect on this Site is subject to our Privacy Policy. By using the Site you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
Further, as permitted by applicable law, artnet also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with information requests, to protect artnet’s systems and customers, to allow users to resolve disputes, or to ensure the integrity and operation of the Site, artnet’s business and systems or other purposes deemed reasonable by artnet, artnet may access and disclose any information it considers necessary or appropriate, including, without limitation, user contact details, IP addressing and traffic information, usage history and posted content.
It is artnet’s policy that Sellers carefully describe all items of Property offered for sale on the Site and they warrant that the information is truthful and accurate and contains no material misrepresentations or omissions. This includes text descriptions and images of each item of Property, including, without limitation, its physical condition, age, authenticity, provenance, and any other relevant data. artnet’s policy requires Sellers to photograph all known or suspected modification of the original Property, including damage or wear and tear to Property, and to clearly disclose such damage on the Site.
Because artnet is not a party in the actual transaction between a seller and buyer conducted through the Site and is not the agent of either for any purpose, artnet does not have the duty to attempt to resolve or resolve any disputes between participants related to or arising out of any such transaction. artnet has no control over and does not guarantee the quality, safety or legality of an item offered for sale through the Site, the truth or accuracy of listings, the authority of sellers to sell items or pass title, the ability of buyers to pay for items, or that a buyer or seller will actually complete a transaction. No statement by any seller regarding condition, kind, value or quality of a lot shall be construed to be an expressed or implied warranty, representation or assumption of the liability by artnet.
Accordingly, Sellers and Buyers should resolve amongst themselves all disputes between them arising from the use of this Site. artnet reserves the right, but has no obligation, to investigate either a Seller’s or a Buyer’s complaint with respect to any item of Property offered for sale through the Site. You agree to cooperate with any investigation that artnet may conduct in response to a claim, and to provide artnet with any documentation in your possession or control.
You agree to indemnify, defend and hold harmless artnet, and all its officers, directors, owners, agents, employees, content providers, affiliates, licensors and licensees (collectively, the “Indemnified Parties”) from and against any and all claims, actions, losses, damages, liabilities, and all fees, costs and expenses of any kind related thereto (including without limitation, attorneys’ fees and settlement amounts) incurred or suffered by the Indemnified Parties in connection with any claim arising out of, based upon or resulting from: (i) your use of, or inability to use, the Site or Services (including without limitation any claim related to any Property bid on or purchased by you on the Site); (ii) any negligence, willful misconduct or any breach of this Agreement and any terms and/or policies incorporated by reference herein (including without limitation, breach of any warranty, covenant or obligation hereunder by you); (iii) your violation of any State, Federal, Foreign or International laws, codes or regulations; and (iv) your violation of any third party’s rights, including but not limited to, infringement of copyright, violation of any proprietary right or invasion of any privacy rights. You agree to use counsel reasonably satisfactory to the Indemnified Parties to defend each indemnified claim or action. artnet reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You shall not in any event consent to the entry of any judgment or settle any claim, action or other matter without the prior written consent of artnet.
artnet does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed or distributed through the Site or Services. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your sole risk. artnet reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the Site or Services.
THE SITE AND SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE, IS PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
CERTAIN CONTENT MAY BE CONSIDERED OBJECTIONABLE BY INDIVIDUAL USERS. THIS SITE IS INTENDED FOR PEOPLE OVER THE AGE OF 18.
NEITHER ARTNET NOR ITS CONTENT PROVIDERS WARRANT THAT THE FUNCTIONS, FEATURES OR CONTENT CONTAINED IN THE SITE OR SERVICES WILL BE UNINTERRUPTED, ACCURATE, OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY OTHER SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
BECAUSE ARTNET IS NOT THE SELLER IN TRANSACTIONS BETWEEN BUYERS AND SELLERS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, YOU RELEASE ARTNET (AND ITS SUBSIDIARIES, PARENTS, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." YOU, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVE ANY RIGHTS YOU MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. YOU ACKNOWLEDGE AND AGREE THAT THIS WAIVER IS AN ESSENTIAL AND MATERIAL TERM OF THIS AGREEMENT, AND THAT WITHOUT SUCH WAIVER, THIS AGREEMENT WOULD NOT HAVE BEEN ENTERED INTO BY ARTNET.
artnet makes no representation that any Property offered for auction or sale on this Site or purchased by you on this Site may be legally exported from the country of location of the Property or imported into any other country, including that of Buyer. Buyer and Seller are responsible for obtaining and completing all necessary import and export forms, permissions, licenses in conformance with the law of the applicable location to effectuate the transactions contemplated by this Agreement.
The following Sections survive any termination of this Agreement: Use of the Site to Bid and Buy; Buyer’s Premium; After-Sales and Private Sales; Shipping and Escrow; Use of Content; Monitoring, Investigation and Disclosure; Dispute Resolution; Indemnification; Disclaimer of Warranties; Release; Non-United States Residents; General Provisions.
These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws provisions. YOU AGREE THAT ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR OUR SERVICES SHALL BE SETTLED BY BINDING ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. ANY SUCH CONTROVERSY OR CLAIM SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND SHALL NOT BE CONSOLIDATED IN ANY ARBITRATION WITH ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY. THE ARBITRATION SHALL BE CONDUCTED IN NEW YORK COUNTY, NEW YORK, AND JUDGMENT ON THE ARBITRATION AWARD MAY BE ENTERED INTO ANY COURT HAVING JURISDICTION THEREOF. EITHER YOU OR ARTNET MAY SEEK ANY INTERIM OR PRELIMINARY RELIEF FROM A COURT OF COMPETENT JURISDICTION IN NEW YORK COUNTY, NEW YORK. IF NECESSARY TO PROTECT THE RIGHTS OR PROPERTY OF YOU OR ARTNET PENDING THE COMPLETION OF ARBITRATION AND YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT AND SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF THESE TERMS AND CONDITIONS.
These Terms constitute the entire agreement between you and artnet with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. You shall not assign these Terms to any other entity or person without the prior written consent of artnet. No term or condition of this Agreement shall be held to be waived, modified or deleted except by a written instrument signed by the parties hereto. No waiver by either you or artnet of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import. Any cause of action you may have with respect to artnet must be commenced within one year after the claim or cause of action arises or such claim or cause of action is barred.
Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective heirs, executors, beneficiaries, successors and assigns.
