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AUTUMN AUCTION 2008 (3-4 SEPTEMBER 2008) : CONDITIONS FOR SALE

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 Saffron on the Website on the date indicated in the Auction Catalogue.

"Auction Catalogue" means a catalogue published by Saffron 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.

"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 Saffron 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 September 4, 2008.

"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.

"Description" means all the details of a Property as set out in the Auction Catalogue and shall include, without limitation, the name of the artist, the title of the Property, the signature of the artist/ date of the Property (if any), the surface, medium and dimensions of the Property.

"Lot Groups" means the Properties grouped together for Auction closing at a particular time on September 4, 2008.

"Property/Lot" or "Properties/Lots" means the artwork or artworks offered by Saffron for sale through an Auction.

"Reserve Price" means the minimum price that the Seller has communicated to Saffron as being acceptable for the sale of the Property through an Auction.

"Saffron" 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 Saffron 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 Saffron 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.

  1. 2.1. Saffron’s role as the agent of the Seller: Saffron undertakes to sell the Properties through the Auction as the agent of and on behalf of the Seller. Saffron has no ownership interest in any Property.

  2. 2.2. Making a Bid constitutes an irrevocable offer to purchase the Property and the acceptance of a Bid as the Winning Bid by Saffron shall result in an enforceable contract of sale between Saffron, acting solely as the agent of the Seller, and the Winning Bidder.

  3. 2.3 Saffron 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 Saffron’s discretion and Saffron 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 biddingpages to view latest bid updates and time extensions, if any. Saffron shall evaluate the bid histories of specific Lot Groups periodically to preserve the efficacy of the Auction process. This exercise may be conducted by Saffron internally or through third parties solely at the discretion of Saffron.

  4. 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 on September 4, 2008.

  5. The Bidding for various Lot Groups shall be closed in accordance with the schedule of Closing Times. However, in the event that a Bid is recorded by Saffron 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 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 Saffron 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.

  6. 2.5 Tracking Bids

    1. (a) The Website shall 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.

    2. The Website shall contain:

      1. 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

      2. a countdown clock indicating the amount of time available for placing Bids before the Closing Time.

      The Bid history, current Bid and countdown clock shall be accurate at the time of downloading of those values, provided 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.

      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.

    3. (c) 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 (b) above. Should bidders want more frequent updates, they are advised to refresh values as described in Clause 2.5(b) in order to view the most updated Bid history and countdown clock.

    4. (d) 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 Saffron. Therefore, although a Bidder may have placed his/her Bid prior to Closing Time, the Bid may be received by Saffron 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 Saffron 12 hours prior to Closing Time, subject to the other provisions of these Conditions for Sale, including any limits imposed by Saffron on the number of Bids that a Bidder may place.

  7. 2.6. Saffron 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 Saffron otherwise believes, in its sole discretion, that it would be improper to include the Property in the Auction.

  8. 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 Saffron shall have no obligation to disclose the same to any Bidder.

  9. 2.8. Saffron 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 Saffron, if any, including shipping and handling of the Property.

  10. 2.9. The title to the Property shall pass from the Seller to Saffron outside the territory of United States of America."

  11. 2.10. In respect of each sale at the Auction, Saffron 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.

  12. 2.11. The foreign currency exchange rate used during the Auction is a constant of 1:40 (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.

  13. 2.12. All Bidders are required to provide complete and accurate invoicing details to Saffron 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.

  14. 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. 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 Saffron 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.

  15. 2.14. Non payment: The Winning Bidder shall ensure that invoices raised by Saffron 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 Saffron 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.

  16. 2.15. Failure to collect: If a Winning Bidder informs Saffron that he wishes to collect the Property from Saffron in person and such Property is not collected by the Winning Bidder within 30 days of the payment formalities being completed, Saffron shall arrange for storage of the Property at the Winning Bidder'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.

  17. 2.16. Saffron 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.

  18. 2.17 Technical Downtime

    1. 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.

    2. 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.

  19. 2.18. Bids recorded prior to any Technical Downtime will be treated as valid according to the Conditions for Sale. Saffron shall not be liable for any loss of information due to the Technical Downtime. The data logs of the Saffron Server will determine the duration of the Technical Downtime and any determination made by Saffron in respect of extension of the Closing Time shall be final.

3. Authenticity Guarantee

3.1. Saffron provides an assurance, on behalf of the Seller, that the Property offered for sale through an Auction is a genuine work of the artist listed. All Properties are sourced in conjunction with galleries associated with Saffron, reputed dealers, resellers, collectors, or the artists themselves. In some cases the Properties are further screened and authenticated by affiliated experts.

3.2. However, in the unlikely event that, within one year of the sale of the Property, it is proved, to the reasonable satisfaction of Saffron that,

  1. the Property purchased on the Auction is inauthentic; or

  2. the Description is inaccurate and if, in Saffron’s opinion, Bidders being aware of the error or omission would have bid significantly less than the actual Sale Price,

  3. Saffron 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. Once the Buyer returns the Property to Saffron, Saffron shall refund to the Buyer the Sale Price along with the Buyers’ Premium. Saffron shall hand over to the Seller the Property returned by the Buyer. All such claims will be handled on a case-by-case basis, and 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 Saffron in respect of such claims shall be final and binding.

  4. 3.3. This guarantee shall bind Saffron for one year after the Closing Date, and shall be subject to the following conditions:

1.The claim is made by the Buyer as registered with Saffron (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)

2.The Property is returned in the same condition that it was in at the time of delivery of the Property to the Buyer.

3.The Property was indisputably purchased through the Auction.

3.4. Saffron retains the right to consult with, at the expense of the Buyer, two recognized experts in the field, (such experts being mutually acceptable to Saffron 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 Saffron.

3.5. In the event of the Seller's failure to refund the proceeds as stated in this clause, the Buyer shall return the Property to Saffron and authorize Saffron as its agent to initiate legal proceedings against the Seller. Any such steps taken or legal proceedings instituted by Saffron against the Seller shall be to the cost of the Buyer.

4. Extent of Saffron's Liability

4.1. Saffron has an obligation to refund the Sale Price and Buyers’ premium to the Buyer only in the circumstances covered under Clause 3 above (authenticity guarantee). All damages and losses incurred during shipping and transit are covered under the insurance policy taken by Saffron 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 Saffron, Saffron shall not be liable for any damage or loss during shipping and transit. Subject to the authenticity guarantee above, neither Saffron's suppliers nor Saffron, nor any of Saffron'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. Saffron offers no guarantee or warranty other than the limited assurance contained in the authenticity guarantee above.

4.2. 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. Saffron shall not be liable for any incidental or consequential damages incurred or claimed.

5. Copyright

5.1. All content of the Auction Catalogue and on the Website are copyright protected in favor of Saffron. All trademarks, names, brand names, etc. used in the Auction Catalogue and on the Website are either trademarks or registered trademarks of Saffron. Any rights not expressly granted herein are reserved. No image, illustration or written material maybe used or required without the prior written permission of Saffron.

6. Notices

6.1. Saffron may validly serve the Bidder/ Buyer with notice, if required, under these Conditions of sale by

(a) Sending an email to the email address disclosed by the Bidder/ Buyer to Saffron; or

(b) Sending a courier to the address disclosed by the Bidder/ Buyer to Saffron.

6.2. 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.

7. Severability

7.1. If any part of the Conditions for Sale between the Buyer and Saffron 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.

8. Law and Jurisdiction

8.1. 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.




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