Strauss & co - 30 June 2014, Johannesburg

222 Strauss andCompany (Proprietary) Limited (‘Strauss&Co’) carriesonbusiness as fineart auctioneers and consultants. As auctioneers, Strauss&Cowouldusuallyact as agent of the seller of a lot or (in instanceswhereStrauss&Coownsor has afinancial interest inany lot) asprincipal. The contractual relationshipof Strauss&Cowithprospectivebuyers and sellers isgovernedby (i) the conditions set out below, (ii) anyadditional or special terms and conditions that Strauss&Comay impose (whether in the formof noticesdisplayedat thepremises atwhichanyauction is conductedor announcedby theauctioneer prior toor duringany auctionandwhether in respect of any specific lot or ingeneral), and (iii) suchother terms and conditions asmaybe set out in any relevant catalogue (collectively the ‘general conditionsof business’). 1DEFINITIONS In thesegeneral conditionsof business, headnotes are for convenienceonlyand shall not beused in their interpretation, anyexpressionwhichdenotes anygender shall include theother genders, anyexpressionwhichdenotes the singular shall include theplural (andviceversa), anyexpressionwhichdenotes anatural person shall includea juristicperson (andviceversa) and the following terms shall have the followingmeanings—  1.1. ‘auction’ means anyprivate treatyor auction saleatwhich a lot isoffered for salebyStrauss&Co;  1.2 ‘auctioneer’ means the representativeof Strauss&Co conductinganauction;  1.3 ‘bidder’ means anypersonmaking, attemptingor considering tomakeabidor offer tobuya lot at an auction, including thebuyer of that lot;  1.4 ‘buyer’ means thebidderwhomakes thebidor offer for any lot that is finallyacceptedby theauctioneer (after determinationby theauctioneer of anydispute thatmay exist in respect thereof) at a saleof that lot, and (where thebuyer is anagent acting for aprincipal), thebuyer and thebuyer’sprincipal jointlyand severally;  1.5 ‘buyer’spremium’ means thepremiumpayableby thebuyer of a lot toStrauss&Coon the saleof that lot, calculatedon thehammer priceof that lot at the relevant current rates;  1.6 ‘catalogue’ means anyadvertisement, brochure, estimate, price-list andother publication (inwhatevermedium, electronicallyor otherwise) publishedbyStrauss&Co in respect of anyauction;  1.7 ‘current rates’ means Strauss&Co’s current ratesof commission, premiums andother amountspayable toStrauss&Co for the timebeing, togetherwithVAT thereon (if any), all aspublishedbyStrauss&Co (whether ina catalogueor otherwise) or as agreedbetweena prospectivebuyer or seller (as the casemaybe) and Strauss&Co;  1.8 ‘forgery’ means an imitationmadewith the intention of deceivingas toauthorship, origin, date, age, period, cultureor source,which isnot shown tobe such in the description in the catalogueandwhichat thedateof the salehadavaluematerially less than itwouldhavehad if it hadbeen inaccordancewith that descriptionand includes anymisrepresentationmadewith the intention of deceivingas toauthorship, origin, date, age, period, cultureor source;  1.9 ‘hammerprice’ means thebidor offermadeby the buyer for any lot that is finallyacceptedby theauctioneer (after determinationby theauctioneer of anydispute that mayexist in respect thereof) at a saleof that lot, together withVAT thereon (if any);  1.10 ‘lot’ means any itemor items tobeoffered for saleby Strauss&Coat anauction;  1.11 ‘prime rate’ means thepubliclyquotedbase rateof interest (percent, per annum compoundedmonthly in arrear and calculatedona365dayyear, irrespectiveof whether or not theyear is a leapyear) from time to time publishedbyTheStandardBankof SouthAfricaLimited, or its successor-in-title, asbeing itsprimeoverdraft rate, as certifiedbyanymanager of suchbank,whose appointment, authorityanddesignationneednot be proved;  1.12 ‘private treaty’ means the saleof any lot other thanby auction saleat apriceprivatelyagreedonby thebuyer and seller;  1.13 ‘purchaseprice’ means thehammer priceof any lot at a sale thereof, plus theapplicablebuyer’spremium (plus VAT) for that lot, plus all recoverableexpenses forwhich thebuyer is liable in respect of that lot;  1.14 ‘recoverableexpenses’ includes all fees, taxes (including VAT), charges andexpenses incurredbyStrauss&Co in relation toany lot that Strauss&Co is entitled to recover fromabuyer or seller;  1.15 ‘reserve’ means the confidentialminimumhammer price (if any) atwhicha lotmaybe soldat anauctionas agreed between the seller of that lot andStrauss&Co inwriting;  1.16 ‘saleproceeds’ means theamount duebyStrauss&Co to the seller of a lot in respect of the saleof that lot,madeup of thehammer priceof the lot, less theapplicable seller’s commission (plusVAT) for that lot, less all recoverable expenses forwhich the seller is liable in respect of that lot andanyother amountsdue toStrauss&Coby the seller in whatever capacityandhowsoever arising;  1.17 ‘sale’ means the saleof any lot at anauction,whether done byprivate treatyor auction sale, and ‘sell’ and ‘sold’ shall have correspondingmeanings;  1.18 ‘ seller’ means thepersonnamedas the seller of any lot, being theperson that offers the lot for sale;  1.19 ‘seller’scommission’ means the commissionpayable by the seller toStrauss&Coon the saleof a lot that is calculatedon thehammer priceof that lot at the relevant current rate; and  1.20 ‘VAT’ means valueadded tax levied in termsof theValue AddedTaxAct, 1991. 2 CONDITIONSMAINLY CONCERNING BUYERS 2.1Thebuyer   2.1.1Anydisputeofwhatever natureabout anybidor about the identityof thebuyer (includingwithout limitationany disputeabout thevalidityof anybid, orwhether abidhas beenmade, or anydisputebetween twoormorebidders or between theauctioneer andoneormorebidders) shall bedeterminedat theauctioneer’s absolutediscretion.   2.1.2Everybidder shall bedeemed toact asprincipal unless, prior to the commencement of anyauction, Strauss&Co provides awrittenacknowledgement that aparticular bidder is actingonbehalf of a thirdparty.   2.1.3All bidderswishing tomakebidsor offers in respect of any lotmust completea registration formprior to that lot beingoffered for sale,which registration formwill include anacknowledgement by thebidder that he is acquainted withandboundby thesegeneral conditionsof business. Bidders shall bepersonally liable for their bids andoffers madeduringanyauctionand shall be jointlyand severally liablewith their principals if actingas agent.   2.1.4Bidders areadvised toattendanyauctionatwhicha lot is tobe soldbyauction sale, but Strauss&Cowill endeavour toexecuteabsenteewrittenbids and/or telephonebids, provided theyare, inStrauss&Co’s absolutediscretion, received in sufficient timeand in legible form.When bids areplacedby telephonebeforeanauction theyare acceptedat the sender’s riskandmust, if so requested byStrauss&Co, be confirmed inwriting toStrauss&Co before commencement of theauction. Personswishing tobidby telephoneduring the courseof anauctionmust makeproper arrangementwithStrauss&Co in connection with such telephonicbids at least twentyhoursbefore the commencement of theauction. As telephonebids cannot beentirely free from riskof communicationbreakdown, Strauss&Cowill not be responsible for losses arising from missedbids. Telephonebiddingmaybe recordedandall bidders consent to such recording. 2.2Examinationof lots   2.2.1 It is the responsibilityof all prospectivebuyers toexamine ConditionsofBusiness