These terms were last updated on 30th September 2013
1. About these Terms
1.1 These terms and conditions (“Terms”) govern:
(a) your use of the online auction services on our website www.amati.com;
(b) the relationship between Registered Bidders, Buyers and Sellers; and
(c) the relationship between you and Amati Instruments Limited, a company incorporated in England and Wales with registered office at 2nd Floor, 85 Frampton Street, London, NW8 8NQ, United Kingdom and with registered number 08506963 (“we”, “us”).
(d) using the Auction Services;
(e) registering for an Auction Account;
(f) placing a bid in an Online Auction; and/or
1.3 You may not use the Auction Services if you are under the age of 18 years old. By agreeing to these Terms, you represent that you are at least 18 years old.
1.4 If you do not agree to these Terms you may not use the Auction Services, register for an Auction Account or make any bid.
1.5 We may, at our sole discretion, modify or replace these Terms at any time. It is your responsibility to check these Terms periodically for changes and, if you are a Registered Bidder, before commencing bidding on any Lot. Your continued use of the Auction Services following the posting of any changes to these Terms and/or, when you log into your Auction Account, or by checking the “I have read and agree to the Terms and Conditions” box on the Website, constitutes your acceptance of such changes. If you do not agree to such changes, you should stop using the Auction Services.
2. Definitions and Interpretation
2.1 All capitalized words and expressions in these Terms have the corresponding meanings given in Schedule 1 (Definitions and Interpretation), unless the context requires otherwise. These Terms shall be interpreted in accordance with Paragraph 2 of Schedule 1. SECTION A: Terms of Business for Registered Bidders and Buyers In this section, “you” and “your” means you as a prospective or actual Registered Bidder and/or a Buyer
3. Bidder Registrations
3.1 In order to bid on any Lot in an Online Auction, you must be a Registered Bidder at the time that you bid. You may apply to become a Registered Bidder at any time by completing and submitting the online application form available at http://www.amati.com/auction/register.php and paying the Credit Check Fee. You represent, warrant and undertake to us that all information contained in your application is complete, truthful and accurate. It is your responsibility to update and maintain any changes to such information through your Auction Account.
3.2 You acknowledge and agree that:
(a) subject to applicable law, we have an absolute discretion whether to accept you as a Registered Bidder;
3.3 If your application to become a Registered Bidder is successful, we will notify you by email at the address provided by you in your application.
3.4 We reserve the right to ask you at any time, whether before or after you are accepted as a Registered Bidder, to provide us with a bank guarantee, payment in advance or a financial reference in order for you to be permitted to bid on any Lot in an Online Auction.
3.5 We reserve the right to cancel your Registered Bidder status and close your Auction Account by giving you notice to that effect at any time (whether before, during or after any Online Auction) if you fail to make payment for any Lot in accordance with Clause 9.
4. Account and password security
4.1 If you become a Registered Bidder, we will provide you with access to our Online Auctions through a designated Auction Account using a username and password system. You are responsible for maintaining the confidentiality of your password and access to your Auction Account, and are responsible for all activities that occur under your Auction Account. In particular, you agree that we shall be entitled to treat all activities conducted through your Auction Account as having been made by you. You should therefore not provide or allow access of any kind to your Auction Account to any other person since it is possible, that if you do, they may use your Auction Account to make bids, and therefore commit you to purchasing items you had not intended to purchase. You agree to immediately notify us of any unauthorised use of your Auction Account or of any other breach of security. We cannot and will not be liable for any loss, damage or other liability arising from your failure to comply with this Clause or from any unauthorized access to or use of your Auction Account, including any use that results in you being bound as Buyer to pay for any Lot.
5. Agent for the Seller and liability for Seller breaches
5.1 We act as agent for the Seller and not as a principal. Accordingly you acknowledge and accept that we shall not be liable for any breach of these Terms by the Seller.
5.2 Any sale of goods through an Online Auction will result in a contract made between the Seller and the Buyer (“Contract of Sale”). We are not and shall not be a party to any Contract of Sale.
6. Lots: pre-auction inspections and enquiries
6.1 We may, at our discretion make available (on the Website or otherwise) a condition report in respect of a Lot (“Condition Report”).
6.2 Subject to Clauses 6.3 and 6.4, we will use reasonable care when preparing a Condition Report.
6.3 You acknowledge that:
(c) we make available Condition Reports as a courtesy to Registered Bidders, prospective Registered Bidders and Buyers;
(d) the Condition Report is not intended to be a comprehensive description of the condition of the Lot, and where the Condition Report refers to defects or other imperfections in the Lot, you acknowledge that there may be other defects and/or imperfections in the Lot that are not expressly mentioned in the Condition Report.
6.4 If you are a Registered Bidder, you acknowledge that:
(e) we do not carry out extensive due diligence on Lots and it is entirely at our discretion whether to seek expert advice on any Lot;
(f) where we make any statement describing the Lot, whether in a Condition Report, on the Website, orally or otherwise, we are merely expressing an opinion and we do not (and nor does the Seller) give any warranty, promise or guarantee or make any representation of fact whatsoever as to the origin, quality, state of repair, condition, age, maker, attribution, authenticity, history and/or value of a Lot, and accordingly, it is your responsibility to satisfy yourself as to these matters before bidding for any Lot that you are interested in; and
(g) you rely only on your inspection, independent enquiries and independent due diligence in deciding whether to Bid or to buy any Lot and you will not rely on the Condition Report or on any statement or representation concerning, or description of the Lot published or made by us on the Website or otherwise;
(h) all Lots are sold “as is” and accordingly we are not responsible for any fault or defect in any Lot. Nothing in this Clause 6.4 is intended to exclude our liability for fraud or fraudulent misrepresentation.
6.5 Lots are available for inspection by prior appointment. Please contact us at firstname.lastname@example.org or 02070997114to arrange an appointment.
6.6 Images published on the Website are not intended to provide a full or complete description of any Lot. Images are for guidance only and should not be relied upon to determine any aspect of any Lot.
6.7 Where we give an estimate (whether in writing, on the Website or by any other means) as to the price that a Lot will achieve in an Online Auction, you acknowledge that such estimate is given only as an opinion and is not a representation or warranty as to the actual price that the Lot will achieve.
7. Conduct of Online Auctions
7.1 All Online Auctions shall be conducted on a timed basis. The start and end time of each Online Auction will be shown on the Website. We may at our discretion close early or extend any Online auction, for example, as a result of technical issues. No bid will be accepted before an Online Auction has begun or after an Online Auction has closed.
7.2 Registered Bidders may only place bids via the Website. We will not accept any bids by telephone or in writing.
7.3 We reserve the right to withdraw a Lot at any time if:
(a) we doubt the authenticity of the Lot;
(b) we doubt the Seller’s title to or ownership of the Lot or the Seller’s lawful right to sell the Lot;
(c) we reasonably believe that any information provided to us by the Seller in relation to the Lot is untrue or incorrect;
(d) we believe that the Seller is in breach of any of the warranties in Clause 15.1;
(e) we believe that it would be unsuitable to put up the Lot for auction.
7.4 We reserve the right, in our absolute discretion, to divide and/or combine any Lots.
7.5 The winning bid in any Online Auction will be the highest bid that:
(f) exceeds the Reserve Price, if any (and subject to Clause 18.5);
(g) complies with these Terms; and
(h) meets any other additional conditions published in the description of the item (if any) on the Website at the time that the auction ends, (“Winning Bid”).
7.6 We may, in our absolute discretion, select and modify the increments that bids will follow in any Online Auction.
8. Absentee Bids
8.1 If you are a Registered Bidder, you may ask us to bid on your behalf in an Online Auction by submitting an Absentee Bid Request available at [Insert URL]. You must submit your Absentee Bid Request no later than 24 hours before the commencement of the relevant Online Auction. Our services for absentee bidders are provided free of charge as a courtesy and may be withdrawn at any time. We make no promise and give no warranty or guarantee that we will meet a particular request to make an absentee bid, even if the Absentee Bid Request is received within the time limit stipulated in this Clause. Accordingly we accept no liability for any failure to make an absentee bid. If we make an absentee bid, we will use reasonable efforts to follow the instructions contained in the corresponding Absentee Bid Request.
8.2 If we receive more than one Absentee Bid Request in respect of a particular Lot, and the bids are for identical amounts and at the close of the Online Auction, the absentee bids are the highest bids for the Lot, the Winning Bid shall be the absentee bid that we received first.
9. Winning Bids, Payment, Title and Risk
9.1 If your bid is the Winning Bid in relation to a Lot, you will be a “Buyer” for the purpose of these Terms and you will:
(a) provide us with the following information promptly at our request: your name and permanent address and details of the bank from which payment will be made; and
(b) pay us: (i) (as agent for the Seller) the Hammer Price for that Lot, and if applicable, VAT; and (ii) the Buyer Premium together with VAT, and you must make your payment in full within 7 days after the Date of Sale. You may make payment by credit or debit card (Visa or MasterCard) or by wire transfer in GBP, EUR, or USD. We will notify you by email and/or through your Auction Account at the end of the Online Auction if you are the person who submitted the Winning Bid. However, in case we are unable to do this, or you are not able to access the Website or if for any reason you are unsure, you are strongly advised to contact us at email@example.com or 0207 099 7114 as soon as possible after the end of the Online Auction in order to find out whether you have submitted the Winning Bid.
9.2 From time to time, we may offer free or discounted shipping deals on the Website. Whether or not we offer such deals, the countries to which they relate, and for how long we extend such offers is entirely at our discretion, and we may withdraw or change those deals by updating the relevant section of the Website as we see fit.
9.3 Subject only to Clause 9.2 above, it is your responsibility to arrange and bear the cost of:
(a) collection of the Lot from us, including all packing, carriage and delivery charges; and
(b) all necessary export licences, import licences and/or other permissions (if any) that you may require for your use, transport and/or shipping of the Lot. Failure to obtain any necessary licences or permissions shall not excuse your obligation to make payment under these Terms.
(c) Import duty for instruments imported from outside, and remaining within, the EU are 5% if over 100 years old or 20% if under 100 years old.
9.4 Title to the Lot shall pass to you on payment in full of all amounts referred to in Clause 9.1 in cleared funds. Risk shall pass to you on collection of the Lot from us or, if sooner, 7 days after the end of the Online Auction for the relevant Lot.
9.5 You accept that we are not under any obligation to deliver up the Lot to you until payment in full of all amounts referred to in Clauses 9.1 and 9.5
9.6 If you fail to collect your purchased item(s) within 7 days after the end of the Online Auction for the relevant Lot, whether or not payment has been made under Clause 9.1, we shall store your purchased items at your cost. You will be liable for and reimburse us for all storage, removal, and any other costs incurred by us in storing your purchased items from the date 7 days after the end of the Online Auction until the date of collection of the relevant purchased items.
10. No cancellation rights under distance selling regulations
The Consumer Protection (Distance Selling) Regulations 2000/2334 do not apply to contracts concluded at auction. Accordingly, if you are a consumer, you do not have the right under those Regulations to cancel any contract of sale entered into by you with a Seller as a result of your participation in an Online Auction.
11. Failing to pay or failing to collect a Lot
11.1 If, as Buyer, you fail to make payment within 7 days after the Date of Sale, we shall be entitled (in addition to any rights and remedies that we and/or the Seller may have under these Terms, at law or otherwise) to: (c) charge interest from the due date until the date of actual payment (whether before or after judgment) at the rate of four per cent (4%) above the base rate of Barclays Bank plc from time to time, such interest to accrue on a monthly basis and to be compounded quarterly; (d) set-off the overdue amount against any liability or amount that we owe to you at the relevant time; (e) exercise a lien on any of your property which may be in our possession, and if the overdue amount remains unpaid 14 days after the date of our notice to you informing you that payment is overdue, we shall be entitled to sell such property and apply the proceeds towards discharge (or partial discharge) of the overdue amount; (f) cancel the sale of the Lot to you; (g) cancel the sale of any other Lots to you for which you have yet to make payment (whether or not payment is overdue); (h) at our discretion, arrange to sell the Lot to a third party whether through another Online Auction or otherwise, and, if the price achieved on that sale is lower than the Hammer Price from your Winning Bid, we shall have the right to claim the difference from you, together with all costs incurred by us and the Seller as a result of your failure to make payment.
11.2 If you owe us amounts in respect of different Winning Bids, we may, at our discretion, apply any amount that we receive from you to discharge any amount owed in respect of any particular Winning Bid. SECTION B: Terms Applicable to Sellers In this section, “you” and “your” means the Seller.
12. Appointment; Commission on Sale; Additional Costs
12.1 You appoint us as agent to sell the Lot on your behalf through our Online Auction;
12.2 In consideration of us providing the Auction Services, you will pay us the Seller’s Commission together with VAT, payment to be made in accordance with Clause 12.5;
12.3 You will deliver the Lot to us on the delivery date that we agree with you, and you will bear all packing, shipping, transit and insurance costs, customs duties and agreed restoration costs, all agreed examination fees and expert fees and expenses, and all costs of storing the Lot up to the date falling 7 days after the end of the Online Auction, together with VAT (“Additional Expenses”);
12.4 We will not include any Lot in an Online Auction until we have received delivery of the Lot from you. 12.5 Unless Clause 20 applies, we will account to you for the Hammer Price from the sale of your Lot through our Online Auction, having first deducted and retained: (i) the Seller’s Commission; (j) all Additional Expenses that we have incurred in connection with your Lot; (k) any other amounts owed by you to us that are due and payable; and (l) all applicable VAT on the above, (the “Net Hammer Price”). We will pay the Net Hammer Price to you 35 days after the Date of Sale, or if later, 7 days after we receive payment from the Buyer for the relevant Lot.
13. Cost calculator
13.1 We may, at our discretion, make available on the Website functionality (a “Cost Calculator”). to assist you in estimating the Commission, VAT, and/or import or export duties that may payable in respect of the sale of a Lot through an Online Auction (“Costs of Sale”) You acknowledge and agree that the Cost Calculator is intended to provide an indicative calculation only of the Costs of Sale, and that the actual Costs of Sale may vary from the result generated by the Cost Calculator. Accordingly, we will not be liable (whether in contract, tort (including negligence) or otherwise for any discrepancy between the output of the Cost Calculator and the actual Costs of Sale that you incur.
14. The Reserve
14.1 We will agree with you the Reserve, which may be higher than the starting bid but, subject to Clause 18.5, shall not exceed the low estimate for that Lot published on the Website.
14.2 We may agree the Reserve with you in a currency other than pounds sterling (“Non-Sterling Reserve”), in which case the Reserve shall be the pound sterling equivalent of the Non-Sterling Reserve determined on the business day immediately preceding the date on which the Online Auction ended using the closing exchange rate of [Barclays Bank Plc].
14.3 We will not publicise the Reserve on the Website or otherwise.
14.4 We may, at our discretion, sell the Lot for a sum less than the Reserve provided that we shall account to you for the difference between the actual sale price and the Reserve.
14.5 We may bid on your Lot up to an amount equal to the Reserve. You may not bid on your Lot under any circumstances, nor may you permit any person to bid on your Lot on your behalf.
15. Seller’s obligations and undertakings
15.1 You warrant to us and to the Buyer that: (a) you are the sole owner of the Lot submitted by you for sale through our Online Auction and that you have full right, title and authority to sell the Property; (b) you have no reason to believe that the Lot is a Forgery; (c) all Lots sold by you through our Online Auction are sold to the relevant Buyer with full title guarantee and free from all encumbrances; (d) you have provided to us all of the information and documents in your possession or control concerning the Lot, including information about its authenticity, history, condition, prior ownership and all such information is complete and accurate to the best of your knowledge; (e) you have given us notice in writing of any information (written, oral or otherwise) expressing any concern as to the ownership or authenticity of the Lot; (f) there is no restriction on our right to make Images of the Lot or to use those Images as we see fit, whether in connection with promoting the Lot, the relevant auction or the Amati business generally; (g) if the Lot has been removed from a country outside the European Union all duties and taxes on the export and import of the Lot have been paid, all export and import declarations have been properly made; (h) you will pay any and all taxes and/or duties that may be due in connection with the sale of the Lot; (i) you have given us notice in writing of any material alterations to the Lot of which you are aware; (j) you may not withdraw the Lot from an Online Auction without our consent;
15.2 You will indemnify us and the Buyer in full on demand against all claims, costs or expenses incurred by us or the Buyer as a result of any breach by you of any of the warranties contained in Clause 15.1.
We may take photographs, video and/or produce images of a Lot (“Images”) (and/or authorise others to do so on our behalf). We will own all intellectual property rights in Images and may use Images for any purpose whatsoever.
17. Risk; Loss Damage Warranty
17.1 At your request and in consideration of the Loss Damage Warranty Fee, we will arrange protection for your Lot under insurance that we hold at the relevant time with a third party insurer.
17.2 Subject to Clause 17.1, risk in the Lot remains with you at all times until risk passes to the Buyer pursuant to Clause 9.4. You will indemnify us and our employees and agents, and the Buyer (where applicable) (“Indemnified Parties”) against all losses, damages, claims, costs and expenses suffered or incurred by an Indemnified Party as a result of any claim in respect of the Lot or the proceeds of sale of the Lot.
18. Unsold Lots
18.1 If at the end of the Online Auction, the Lot is unsold (other than because we withdrew it pursuant to Clause 7.3) we will notify you in writing.
18.2 Within  days after the date of our notice, you may elect either to re-enter the Lot into another Online Auction in accordance with these Terms, or to collect the Lot from us.
18.3 If you elect to collect the Lot from us, you will bear all associated cost, expenses and duties.
18.4 If the Lot has not been collected within  days after the date of the notice referred to in Clause 18.2, you shall pay us a fee of [£1] per day for every day that the Lot remains uncollected beyond such -day period. We will not be under any obligation to delivery up the Lot to you until you have paid all outstanding amounts.
18.5 If the Lot has not been collected within  days after the date of the notice referred to in Clause 18.2, you authorise us to dispose of the Lot as we see fit and that we may sell it (as your agent) by Online Auction subject to these Terms, save that we may apply such estimate and reserve as we think fit. Following such sale, we shall account to you for the Net Hammer Price in accordance with these Terms.
19. Withdrawn Lots
19.1 If we withdraw a Lot pursuant to Clause 7.3, we will notify you in writing and you will arrange to collect the Lot from us, collection to be made no later than  days after the date of our notice.
19.2 If a withdrawn Lot remains uncollected more than  days after the date of our notice under Clause 19.1, then you shall pay us a fee of [£1] per day for every day that the Lot remains uncollected beyond such -day period. We will not be under any obligation to delivery up the Lot to you until you have paid all outstanding amounts. SECTION C: Terms applicable to Sellers and Buyers
20.1 Subject to the remainder of this Clause 20, a sale shall be cancelled and, subject to the provisions of this Clause, the Buyer shall be entitled to a refund of both the Hammer Price and the Buyer Premium if a Lot bought by the Buyer through our Online Auction is shown to our satisfaction to be a Forgery.
20.2 Within  days after the Date of Sale of the relevant Lot, the Buyer shall notify us in writing that the Buyer has reason to believe that the Lot is a Forgery.
20.3 As soon as reasonably practicable (and in any event within  days after the date of the Buyer’s notice under Clause 20.2): (k) the Buyer shall return the Lot to us in the same condition as at the Date of Sale; and (l) provide us with written evidence to support the Buyer’s assertion that the Lot is a Forgery.
20.4 Any cancellation of the sale and refund under this Clause is conditional upon the Buyer having good title to the Lot free from third party claims and having not encumbered the Lot in any way on or after the Date of Sale.
20.5 We shall not be obliged to cancel the sale or refund any amounts if: (m) the description of the Lot on the Website was consistent with the generally accepted opinion of experts at that time; or (n) the description of the Lot on the Website gave a fair indication that there was a conflict of opinions as to the authenticity of the Lot; or (o) the only means of demonstrating that the Lot is a Forgery are through either a scientific process not generally accepted for use until after publication of the description of the Lot on the Website or a through process which at the date of the auction was unreasonably expensive or impracticable or likely to have caused damage to the Lot.
20.6 We shall not under any circumstances be required to refund the Buyer any more than the amount paid by the Buyer for the Lot concerned and the Buyer shall have no claim for interest.
20.7 The Buyer may not assign the benefit of this refund guarantee.
20.8 We shall be entitled to rely on any scientific or other process to establish that the Lot is not a Forgery.
20.9 If we are satisfied that the Lot is a Forgery, then we shall: (p) notify the Buyer and the Seller in writing; (q) within  days of our notice, refund to the Buyer the Buyer Premium paid by the Buyer to us in respect of the Lot; (r) follow the process under Clause 20.10 to obtain from the Seller a refund of sums paid to the Seller in respect of the Lot.
20.10 In circumstances where the Buyer is entitled to a refund under this Clause 20, and, where payment has already been made to the Seller in respect of that Lot: (s) the Seller shall refund to us (to hold for the Buyer), on demand, the total amount paid to the Seller for the relevant Lot following sale through the Online Auction; and (t) until the Seller makes the refund, we shall exercise a lien over any property of the Seller under our control as security for the amount of the refund due. If the Seller fails to pay the refund within  days after the date of our written notice, we shall be entitled to sell such property and apply the proceeds towards discharge of the amount owed.
20.11 The Buyer acknowledges that, in certain circumstances, it is possible that we may not receive a full refund from the Seller. For example, the Seller may have become bankrupt or insolvent, or it may be disproportionately difficult or costly to pursue the Seller for payment. While we will use our reasonable endeavours to obtain a full refund or, in the event that we exercise our rights under Clause 19.10(b) above to sell the property, we will use our reasonable endeavours to 20.11 achieve a reasonable price for it, the Buyer acknowledges and agrees that there may be a shortfall between the amount refunded or realised, and the Hammer Price paid by the Buyer. We will only be obliged to pay the Buyer the amount refunded or realised, and will not in any event be obliged to pay the Buyer any shortfall. We will pay to the Buyer the amount refunded or realised within:  days of receipt of the refund from the Seller, or  days of receiving the amount realised, as the case may be.
20.12 The Seller shall bear all packing, shipping, transit, storage and insurance costs incurred by us and/or the Buyer in connection with the return of the Lot to us under Clause 20.3 and our storage of the Lot pending collection of the Lot by the Seller.
21. Force Majeure
21.1 If a party to these Terms is prevented, hindered or delayed from the performance of any of its obligations under these terms (“Affected Obligations”) by Force Majeure, that Party (the “Claiming Party”) shall as soon as reasonably possible and in any event within five (5) days after commencement of the Force Majeure serve notice in writing on the other relevant party or parties specifying the nature and extent of the Force Majeure.
21.2 The Claiming Party shall have no liability in respect of any delay in performance or any non-performance of an Affected Obligations save for any payment obligation which shall continue in full force and effect. The time for performance of an Affected Obligation shall be extended to the extent that the delay or non-performance is due to Force Majeure.
21.3 The Claiming Party shall take reasonable steps (without being obliged to incur any expenditure or cost) to mitigate the effect of the Force Majeure on the performance of the Affected Obligations.
22. Exclusions and Limitations of Liability
22.1 Save as expressly set out in these Terms, we and the Seller exclude to the fullest extent permitted by law all warranties and conditions, whether express or implied by statute, common law or otherwise.
22.2 Nothing in these Terms shall operate to exclude or limit the liability of a party in respect of death or personal injury resulting from that party’s own negligence, for fraud or for any liability that cannot be excluded or limited under applicable law.
22.3 No party to these Terms shall be liable to any other in contract, tort (including negligence) or otherwise for any indirect or consequential losses, or for any loss of profits, loss of goodwill, loss of revenue, loss of business or loss of anticipated savings.
22.4 Subject to Clauses 22.2 and 22.3, our liability to you or any Registered Bidder, Buyer or Seller in contract, tort (including negligence, breach of statutory duty, misrepresentation or otherwise) or for any other cause of action arising by reason of or in connection with these Terms and/or that party’s use of the Auction Services shall not exceed a total aggregate amount equal to: (u) if you are a Registered Bidder, Buyer or Seller and your claim relates to a Lot sold through an Online Auction, GBP£15,000 (fifteen thousand pounds) or the Hammer Price for the relevant Lot, whichever is greater; or (v) in all other circumstances, GPB £5,000 (five thousand pounds).
22.5 We will not be responsible or liable for errors and omissions to execute bids placed on-line, caused by (i) a loss of internet connection; (ii) a breakdown or interruption of the on-line bidding system or (iii) a breakdown or failure of any internet connection, computer or IT system.
23. Governing law
23.1 These Terms are governed by and interpreted in accordance with the laws of England and Wales (or the laws of Scotland or Northern Ireland if you live there). If you choose to bring proceedings in connection with these Terms you must do so in the courts of England and Wales, unless you live in Scotland, in which case you can choose to bring proceedings there, or in Northern Ireland, in which case you can choose to bring proceedings there.
24.1 English is the only language in which these Terms are offered.
25.1 All or any part of any term of these Terms that is found to be unfair or unenforceable by a court of competent jurisdiction will be treated as deleted and the remainder of the Terms will continue to govern each of our respective obligations.
26.1 Any notice from you to us must be sent in writing to us at the address set out in Clause 1.1 above.
27. Third parties
27.1 These Terms are personal to you and no third party is intended to benefit under these Terms.
27.2 These terms do not create or confer any rights or benefits under the Contracts (Rights of Third Parties) Act 1999 on any person who is not a party to these terms.
Definitions and Interpretation
In these Terms, the following words and expressions shall have the following meanings, unless the context requires otherwise:
1 “Affected Obligation” has the meaning given to that expression in Clause 21.1
2 “Absentee Bid Request” means a request by a Registered Bidder for us to make a bid or bids in an Online Auction in accordance with the Registered Bidder’s instructions on their behalf;
3 “Additional Expenses” has the meaning given to that expression in Clause 12.2;
4 “Auction Account” means a designated, password protected, online account through which Registered Bidders may participate in Online Auctions;
5 “Auction Services” means the functions and facilities available on the Website connected with an Online Auction including those for viewing any Lot or Lots and their corresponding descriptions, submitting an application to become a Registered Bidder, submitting an Absentee Bid Request, participating in an Online Auction, and/or appointing us to act as agent for you as Seller;
6 “Buyer” means the Registered Bidder who made the Winning Bid for a Lot in an Online Auction;
7 “Buyer Premium” means 20% of the Hammer Price (excluding VAT);
8 “Claiming Party” has the meaning given to that expression in Clause 21.1;
9 “Condition Report” has the meaning given to that expression in Clause 6.1;
10 “Cost Calculator” has the meaning given to that expression in Clause 13.1;
11 “Costs of Sale” has the meaning given to that expression in Clause 13.1;
12 “Credit Check Fee” means the sum of GBP £1 (excluding VAT);
13 “Date of Sale” means the date on which the Online Auction closed;
14 “Force Majeure” means the occurrence of any cause or event that is beyond the reasonable control of the Claiming Party provided that the Claiming Party is without fault in causing or failing to prevent such occurrence, including war, riot, civil commotion, terrorist attack, fire, flood or storm, failure of the internet, strikes, lockouts or other industrial disputes;
15 “Forgery” means an item that is an imitation, originally conceived with the intention of deceiving any person as to the authorship, origin, age, period, culture or source of the item, where the correct description as to such matters is not reflected by the description in the catalogue. No item shall be a Forgery solely because it has undergone restoration or repairs of any kind;
16 “Hammer Price” means, in relation to a Lot, the highest bid placed in the Online Auction at the time that the Online Auction closed;
17 “Lot” means an item or items delivered to us by a Seller for sale through an Online Auction;
18 “Net Hammer Price” has the meaning given to that expression in Clause 12.5;
19 “Online Auction” means the sale of a Lot by means of a timed auction in which Registered Bidders may place bids through the Website;
20 “Registered Bidder” means a person who has registered with us in accordance with Clause 3 and to whom we have given an Auction Account;
21 “Reserve” means (subject to Clause 14.3) the price agreed between us and the Seller to be the lowest price at which the relevant Lot may be sold;
22 “Seller” means the owner of a Lot;
23 “VAT” means value added tax or any similar sales tax; and
24 “Website” means our Online Auction platform located at www.amati.com; and
25 “Winning Bid” has the meaning given to that expression in Clause 7.5.
In these Terms, (except where the context otherwise requires):
(a) the singular includes the plural and vice versa,
(b) references to a person include any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having a separate legal personality);
(c) references to “written” or “in writing” include faxes and email and other electronic formats;
(d) the words “including” and “in particular” and any similar words or expressions are by way of illustration and emphasis only and do not operate to limit the generality or extent of any other words or expressions;
(e) references to Clauses refer to clauses of this Membership Agreement;
(f) the headings are for convenience only and do not affect the interpretation of these Terms.