AstaGuru Auction House Private Limited (“AstaGuru”) is in the business of conducting online auctions on its website viz., www.astaguru.com.

The sale and purchase of items through any auction conducted by AstaGuru shall be governed by these Terms and Conditions of Sale, and under other procedures and rules as may be made and established under them.

1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

- “Applicable Law” shall mean to the extent it applies to a Person, all applicable laws, statutes, by-laws, rules, regulations, orders, ordinances, protocols, codes, guidelines, policies, notices, directions, judgments, decrees or other requirements or official directive of any Governmental Authority or Person acting under the authority of any Governmental Authority and/or of any statutory authority in India, whether in effect on the Execution Date or thereafter;

- “AstaGuru Auction” or “Auction" shall mean an online auction conducted by AstaGuru in accordance with these Terms and Conditions of Sale;

- “AstaGuru Buyer’s Margin” or “Margin” shall mean the percentage of margin charged by AstaGuru to the successful Registered Bidder on the Hammer Price of the Artwork, in any auction conducted or hosted by AstaGuru. This Margin shall be 18%, unless specified otherwise;

- “Auction Date” shall mean the date(s) on which the AstaGuru Auction is conducted for the Lot;

- “Business Day” shall mean any day, other than Saturday or Sunday, on which banking institutions in Mumbai, India are open for banking transactions;

- “Buyer” shall mean the Person whose bid is accepted by AstaGuru as the winning bid in an AstaGuru Auction, at AstaGuru's discretion;

- “Estimate Price” shall mean the estimates provided by AstaGuru, at its discretion based on the average market value of the Lot;

- “Governmental Authority” shall mean any international, national, provincial, regional, central, state, municipal or local government, any instrumentality, subdivision, court, administrative, executive or regulatory agency, commission, board, tribunal or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, legislative or other governmental or quasi-governmental authority (in each of the foregoing cases, whether in India or outside India), in each case, having jurisdiction pursuant to Applicable Law;

- “GST” shall mean goods and services tax;

- “Hammer Price” shall mean the final winning bid amount in the Auction placed by a Registered Bidder, which shall be above the Estimate, and also above the Reserve Price, if any, set by the Owner or AstaGuru, and which excludes the AstaGuru Buyer’s Margin;

- “INR” or “Rs.” shall mean Indian Rupees, the lawful currency of the Republic of India;

- “Lot” shall mean the individual item of jewellery / memorabilia / automobile / timepiece / artwork or any other item being offered for sale at an AstaGuru Auction;

- “No Reserve Auction” shall mean an Auction in which no Reserve Price has been set in respect of the Lots being offered in the Auction;

- “Person” shall mean any individual, sole proprietorship, unincorporated association, unincorporated organization, body corporate, corporation, company, partnership, limited liability company, joint venture, Hindu Undivided Family, Governmental Authority or trust or any other entity or organization;

- “Prospective Bidder” shall mean any Person who wishes to participate to potentially bid in any AstaGuru Auction;

- “Registered Bidder” or “Bidder” shall mean any person who has registered with AstaGuru to participate and bid in any Auction conducted by AstaGuru;

- “Reserve Price” shall mean the minimum price at which the Lot shall be sold at the AstaGuru Auction and shall not be disclosed to the Registered Bidders;

- “Opening Bid” is the price at which all bidding for the Lot will start;

- “TCS” shall mean tax collected at source;

- “Terms and Conditions of Sale” means the terms and conditions stipulated herein below, which are applicable to all Buyers, Bidders and any prospective bidders in an AstaGuru Auction, as may be amended by AstaGuru from time to time; and

- “Website” shall mean www.astaguru.com.

1.2 Definitions specific to timepieces

The following definitions apply to the general condition of timepieces (not including the condition of any straps, leather, rubber, fabric, textile, synthetic or other material attached to the timepiece) at the time of cataloguing:

- “Substantially Used” shall mean that the timepiece is a pre-owned product that has prominent signs of significant wear and tear from regular or heavy use and is in working condition;

- “Fair” shall mean that the timepiece is a pre-owned product that may have noticeable and or prominent/visible scratches, dents, scuffs, chips or other signs of wear and tear associated with regular or heavy use and is in working condition;

- “Well Used” shall mean that the timepiece is a pre-owned product and has indications and signs of basic wear and tear and is keeping time;

- “Good” shall mean that the timepiece is a pre-owned product that may have minor swirls and/or scratches but that is overall in a gently used and working condition and service in respect of such timepiece is optionally recommended; and

- “Excellent” shall mean that the timepiece is a pre-owned product that has no noticeable scratches, dents or signs of wear and tear and is in very good working condition and service in respect of such timepiece is not immediately required.

1.3 Interpretation

Unless the context of these Terms and Conditions of Sale requires otherwise:

- words of any gender are deemed to include those of the other gender;

- words using the singular or plural number also include the plural or singular number respectively;

- the terms 'hereof', 'herein', 'hereby', 'hereto' and derivatives or similar words refer to these Terms and Conditions of Sale or specified Clauses thereof, as the case may be;

- the term 'Clause' refers to the specified clause of these Terms and Conditions of Sale;

- headings and bold typeface are only for convenience and shall be ignored for the purpose of interpretation;

- reference to legislation or law or to any provision thereof shall include references to any such law as it may from time to time, be amended, supplemented or re-enacted, and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision;

- references to “Terms and Conditions of Sale” shall be construed as a reference to these Terms and Conditions of Sale as may be amended, varied, supplemented or novated in writing at the relevant time in accordance with the terms herein;

- any reference to books, files, records or other information or any of them means books, files, records or other information or any of them in any form or in whatever medium held including paper, electronically stored data, magnetic media, film and microfilm;

- no provisions of these Terms and Conditions of Sale shall be interpreted in favour of, or against, any party by reason of the extent to which such party or its counsel participated in the drafting hereof or by reason of the extent to which any such provision is inconsistent with any prior draft hereof;

- any time of day or date is to that time or date in India; and

- time is of the essence in the performance of the Parties' respective obligations under and pursuant to these Terms and Conditions of Sale. If any time period specified herein is extended, such extended time shall also be of the essence.

2 REGISTRATION OF BIDDERS

2.1 In order to qualify as a Bidder and be eligible to bid at an AstaGuru Auction, a Prospective Bidder should complete all registration and verification formalities with AstaGuru as stipulated in these Terms and Conditions of Sale.

2.2 If a Prospective Bidder is not previously registered with AstaGuru, he/she shall register with AstaGuru to bid at an AstaGuru Auction at least 4 (four) Business Days before the Auction date.

2.3 The Prospective Bidder shall fill the online registration form on the Website and may be required to provide AstaGuru with the following details – (i) a government issued proof of identity; (ii) a government issued proof of residence; (iii) PAN and Aadhar details (proof of the prospective bidder’s tax residency status); (iv) any information requested by AstaGuru to examine the Prospective Bidder's source of funds; (v) purpose behind purchasing the Lot, if deemed necessary by AstaGuru in its sole discretion; (vi) if the Prospective Bidder is not an individual, any additional information and documentation with respect to the entity, which AstaGuru may in its sole discretion require (in addition to information required in this Clause 2.3 (iv) and (v)), including but not limited to: (a) its certificate of incorporation/establishment/registration; (b) proof of authority of the authorised representative to transact on behalf of the entity; (c) details mentioned in Clause 2.3 (i), (ii) and (iii) in respect of the authorised representative.

2.4 AstaGuru shall verify the details provided by the Prospective Bidder under Clause 2.3 and may at its sole discretion, refuse acceptance of registration of a Prospective Bidder if any of the information furnished under Clause 2.3 is not acceptable for any reason whatsoever.

2.5 The prospective bidder may be required to provide a financial reference (past 6 months’ bank statements, the last 3 years’ IT Returns, etc.) and/or a security deposit determined in accordance with the table below or such other amount as determined by AstaGuru in its sole discretion (the “Security Deposit”), prior to gaining bidding access at an AstaGuru Auction, if deemed necessary by AstaGuru. The Bidder shall not be entitled to any interest on the Security Deposit for the duration that it remains with AstaGuru. The Security Deposit shall be returned to the Bidder in case: (i) the Bidder is unsuccessful in the auction; or (ii) the value of the successful bid is less than the amount of the Security Deposit, in which case the positive difference between the Total Purchase Price and the Security Deposit shall be returned to the Bidder.

 

Security Deposit	Bidding Limit
Rs. 2,00,000	Rs. 20,00,000
Rs. 3,00,000	Rs. 30,00,000
Rs. 5,00,000	Rs. 50,00,000
Rs. 10,00,000	Rs. 1,00,00,000

2.6 AstaGuru reserves the right to: (i) request additional information from the prospective bidder to verify the information provided in the registration form; (ii) request any additional bank references or guarantees from the prospective bidder.

2.7 AstaGuru shall give bidding access to any prospective bidder at its discretion, subject to the fulfilment of all registration formalities as contained in these Terms and Conditions of Sale.

2.8 AstaGuru shall provide all bidding access at least 24 hours before the Auction Date.

2.9 AstaGuru reserves the right to cancel any bidding access provided to a Bidder.

2.10 AstaGuru reserves the right to withdraw a Lot before, during or after the bidding at an AstaGuru Auction, at its sole discretion, including if it has a reason to believe that the authenticity or accuracy of the Lot is in doubt.

2.11 AstaGuru reserves the right to postpone completion of a sale under an AstaGuru Auction until AstaGuru completes its registration and client identification formalities.

2.12 AstaGuru reserves the right to refuse registration to any entity at its sole discretion.

2.13 The email and the phone number given by the Prospective Bidder at the time of registration cannot be changed by the Registered Bidder once it has been registered with AstaGuru. It can only be changed by AstaGuru by proper verification to its satisfaction after the Registered Bidder initiates a request for such a change by making a written request to AstaGuru.

3 RESERVE PRICE, ESTIMATES AND MARGIN

3.1 The Reserve Price is confidential and will not be disclosed to any Bidders.

3.2 AstaGuru may provide an Estimate Price for each Lot to be auctioned, based on the average market value of the said Lot as determined by AstaGuru.

3.3 The Estimate Price given by AstaGuru shall only be a guide to the Bidders and does not indicate with any accuracy, the Total Purchase Price (as defined below).

3.4 The Estimate Price given by AstaGuru, and the Hammer Price of the Lot at an AstaGuru Auction do not include: (i) AstaGuru Buyer’s Margin at [18%] of the Hammer Price; (ii) any packing, insurance, shipping or handling charges in connection with the sale of the Lot; (iii) any duties or taxes payable on the Lot.

3.5 The Estimate Price is based on an average market value of the lot, determined at AstaGuru’s discretion. This Price is provided only as a guide for the Bidders. Bidders should not rely solely on the Estimate Price as a prediction of the price that the Lot may get sold at in any auction. All Bidders are advised to carry out their independent research. The Estimate Price does not include the AstaGuru Buyer’s Margin, packing, insurance, shipping, handling charges and any other taxes.

4 CONDUCT OF AN ASTAGURU AUCTION

4.1 The auction catalogue for an AstaGuru Auction shall be made available at least 1 (one) week before the Auction Date to all Prospective Bidders listed in the AstaGuru database and who AstaGuru deems fit to receive the said catalogue. AstaGuru has the right to withdraw a Lot at its sole discretion before, during or after an Auction, including but not limited to when it has reason to believe that the authenticity of the Lot or accuracy of the description is in doubt.

4.2 Bidding Process

4.2.1 Bids may be placed online by Registered Bidders. AstaGuru shall not be responsible for any Bidders not being able to place their bids online due to lack of an understanding of the Auction and/or bidding process or due to a lack of connectivity.

4.2.2 AstaGuru may, in its sole and absolute discretion, set limits on the number of bids that may be made by a Bidder.

4.2.3 Bidders shall be informed of their bidding limits, if applicable. Upon exhausting his/her applicable bidding limit, a Bidder will not be able to place any further bid, unless otherwise permitted by AstaGuru in its sole discretion or upon the Bidder depositing such sum of money with AstaGuru for increasing the bidding limit. It is clarified that any increase in the bidding limit being made available to any Bidder is at AstaGuru’s sole discretion.

4.2.4 If a Bidder is unsuccessful, the Security Deposit shall be refunded to the Bidder within 15 (fifteen) working days of the Auction Date.

4.2.5 If a Bidder is successful, the Security Deposit shall be adjusted towards the Total Purchase Price (as defined below).

4.2.6 In case a Bidder is successful and the Bidder fails to pay the Total Purchase Price to AstaGuru on or before the Long Stop Date provided under Clause 6.6 below, AstaGuru reserves the right to forfeit the whole or any part of the Security Deposit as it determines in its sole and absolute discretion.

4.3 Absentee / Proxy Bids

4.3.1 Absentee or proxy bids are those bids which are placed by a Registered Bidder in any Auction, either before the start of the Auction or during a live Auction, where the system automatically places the bids for the Registered Bidder as per the amounts and/or limits set by the Registered Bidder (a “Proxy Bid” or an “Absentee Bid”).

4.3.2 Absentee or Proxy Bids can only be placed by a Bidder through the Website.

4.3.3 A Proxy Bid placed before the start of an Auction (a “Pre-Auction Proxy Bid”) must be placed at least 24 hours prior to the start of an Auction. Any cancellation of Pre-Auction Proxy Bid must be done at least 24 hours prior to the start of an Auction.

4.3.4 A Proxy Bid placed during a live auction cannot be cancelled once placed.

4.3.5 The starting value of a Pre-Auction Proxy Bid shall be at least equal to the Opening Bid.

4.3.6 If a Proxy Bid is placed during the live Auction, the amount shall be at least 20% (twenty percent) higher than the next valid bid for all bids below Rs. 5,00,00,000 (Indian Rupees Five Crore) and shall be at least 7% (seven percent) higher than the next valid bid for all bids above Rs. 5,00,00,000 (Indian Rupees Five Crore).

4.3.7 The increments for the Proxy Bids shall be 10% (ten percent) for all bids below Rs. 5,00,00,000 (Indian Rupees Five Crore) and shall be 5% for all bids above Rs. 5,00,00,000 (Indian Rupees Five Crore).

4.3.8 The Bidder may place a Pre-Auction Proxy Bid at any time at least 24 hours prior to the start of an AstaGuru Auction and may place a Proxy Bid at any time after the Auction goes live until the end of the Auction.

4.3.9 AstaGuru reserves the right to reject any Proxy Bid at its sole and absolute discretion.

4.4 Opening Bids

The value of the Opening Bid shall be determined as follows:

4.4.1 the Opening Bid shall be the value of the lower estimate in respect of the Lot; or

4.4.2 in case of a No Reserve Auction, the Opening Bid shall be Rs. 20,000 (Indian Rupees Twenty Thousand).

4.5 Bid Increments

4.5.1 Except as provided below, all live bids on the Website shall have an increment of 10% (ten percent); and

4.5.2 if the bid exceeds Rs. 5,00,00,000 (Indian Rupees Five Crores), the increment on the live bid shall be 5% (five percent).

4.6 Phone Bidding

4.6.1 Phone bidding is a free service offered as a convenience to all Registered Bidders. AstaGuru is not responsible for any error (human or otherwise), omission, or breakdown in providing this service.

4.6.2 Phone bid requests must be made no later than 24 hours prior to the Auction. AstaGuru will accept bids by telephone for Lots only if any of its staff is available to take such bids. AstaGuru may record telephone bids at its sole discretion and by bidding on the telephone, the Registered Bidder agrees to AstaGuru recording any telephonic conversations at its sole discretion. All telephone bids are governed by these Terms and Conditions of Sale.

4.6.3 In the case of telephone bids, at about the time the Lot comes up for auction, attempts will be made to contact the Bidder by telephone and, if successful, the Bidder may then participate in the auction through the AstaGuru staff. The Bidder accepts that any such contact is at the Bidder's sole risk. AstaGuru does not take any responsibility and shall not be liable should there be any interruption or suspension of phone services.

4.6.4 The Bidder accepts that in the event that the telephone link is not established, or breaks down, or in the event of any confusion or disruption, the Bidder may not be able to participate in the Auction.

4.6.5 AstaGuru will not be held responsible or liable for instructions or authorizations given to it which are unclear or incomplete, and in the case of unclear or incomplete instructions, such bids will not be accepted and/or placed in the concerned Auction.

4.6.6 If it is impossible to obtain telephone contact or the link breaks down, AstaGuru is authorized to continue to bid on behalf of the telephone bidder up to the maximum bid last stated over the call.

4.6.7 In order to avail the phone bidding service, the Bidder must provide access to his/her account on the Website, including the login credentials and the password to his/her account, to an AstaGuru representative, who will then place the Bid on his/her behalf. If the password is not available with the Bidder, he/she may choose to generate an OTP from the Website, which he/she will have to provide to the AstaGuru representative to access his/her account. The Bidder is advised to change his/her account password after the end of each Auction when he/she has disclosed his/her password or the OTP to any AstaGuru representative to avoid any unauthorised account access in the future.

4.6.8 The Bidder shall not hold AstaGuru responsible for any unauthorised access to his/her account and/or any losses, damages, liabilities, claims, demands made, charges and expenses which are suffered, sustained or incurred by the Bidder as a result of such unauthorised access. The Bidder shall indemnify, keep indemnified and hold harmless AstaGuru, at all times, from and against any actions, suits, proceedings, notices, claims, demands made, penalties, losses, damages, liabilities, costs, charges and expenses that AstaGuru may suffer as a result of any unauthorised access to the Bidder’s account.

4.7 Personalized Bid Notifications

The Bidder shall be kept informed about the progress of his/her bids at an AstaGuru Auction, including when he/she is outbid and/or when he/she wins a particular Lot, by e-mail and mobile alerts.

4.8 By bidding at an AstaGuru Auction, the Bidder makes an irrevocable offer to purchase the Lot. Such an offer shall be deemed to be accepted when the bid placed by the Bidder is the Hammer Price for any Lot in an Auction.

4.9 Bids may be placed in USD or INR. All foreign currency exchange rates during an AstaGuru Auction shall be based on a constant rate. However, they are subject to change after each session.

4.10 AstaGuru reserves the right to accept, record and/or reject any bid.

4.11 AstaGuru reserves the right to reject the highest bid from any Bidder on the Auction Date, at its sole discretion.

4.12 Once the Bidder has placed a bid and/or a Proxy Bid, the Bidder cannot cancel such a bid.

4.13 The closing bid is considered to be the winning bid only if such a bid exceeds the Reserve Price.

4.14 In the event a bid is placed under 3 (three) minutes from the closing schedule of the Lot, the closing time for that Lot will be reset to 3 (three) minutes. This process shall continue until there are no further bids placed under 3 (three) minutes remaining for the end of the Auction for the Lot in question.

4.15 AstaGuru reserves the right to rescind the sale within 7 (seven) Business Days of the Auction Date on account of a breach of any of these Terms and Conditions of Sale.

5 AUTHENTICITY

5.1 AstaGuru assures, on behalf of the source/owner of the Lot, the authenticity of the Lot on its Website to the best of its knowledge and abilities. AstaGuru relies on the authenticity guarantees given by the source of the Lot and cannot be held liable for its accuracy. Bidders and Buyers are advised to conduct their independent verification of the Lot for its authenticity and condition.

5.2 The Buyer may, subject to conditions under Clause 5.3 below, raise a claim challenging the authenticity of the Lot within 1 (one) month from the date the Lot is collected or received by the Buyer from AstaGuru. A claim for refund in the case of any inauthenticity of the Lot may be made only by the Buyer, and nobody else. If the Buyer transfers the Lot to any other entity, that entity shall not be eligible to make any claim against AstaGuru for any reason whatsoever.

5.3 In order to successfully raise a claim to challenge the authenticity of the Lot under this Clause 5:

5.3.1 the Buyer shall be required to produce examinable proof clearly demonstrating that the Lot is deemed inauthentic by an established and acknowledged authority;

5.3.2 the Lot should be in the same condition as it was at the time of purchase from AstaGuru, subject to AstaGuru's satisfaction; and

5.3.3 any expenses incurred by AstaGuru in recovering the amount refundable under Clause 5.5 below shall be borne by the Buyer.

5.4 List of Authenticators

If the Lots are Memorabilia, AstaGuru relies on the below mentioned 3rd party authenticators, as may be updated from time to time, at AstaGuru's discretion:

5.4.1 PSA / DNA, based out of Newport Beach, California, United States of America;

5.4.2 Authentic Autographs Unlimited (AAU), based out of Las Vegas, United States of America;

5.4.3 James Spence Authentication (JSA), based out of Florida, United States of America;

5.4.4 Online Authentics, based out of California, United States of America;

5.4.5 Beckett Authentication Services (BAS), based out of Phoenix, Arizona, United States of America;

5.4.6 Guaranteed Forensic Authenticators (GFA), based out of United States of America;

5.4.7 Firma Stella based out of United Kingdom;

5.4.8 Field of Dreams, based out of Texas, United States of America;

5.4.9 Online Authentics, based out of California, United States of America;

5.4.10 Antiquities Experts, based out of New York, United States of America;

5.4.11 Wonderland Memorabilia, based out of Nottingham, UK;

5.4.12 Antiquities of California (AOC), United States of America;

5.4.13 SchwartzSportsAuthentic.com;

5.4.14 Upper Deck Authenticated (UDA), based out of California, United States of America;

5.4.15 International Cricket Council (ICC) based out of Dubai, United Arab Emirates. Autograph Collectables, based out of California, United States of America;

5.4.16 Icons.com;

5.4.17 Online Authentics, based out of California, United States of America; and/or

5.4.18 Authenticatedsignedink.com.

5.5 In the unlikely event that any Lot is proved to be inauthentic to AstaGuru’s satisfaction, within a period of 1 (one) month from the date the Lot is collected or received by the Buyer from AstaGuru, AstaGuru shall be liable to pay back the Total Purchase Price minus any shipping charges, to the Buyer, subject to the recovery of such amount by AstaGuru from the original owner/source of the Lot. The Lot shall be returned to AstaGuru by the Buyer in the same condition as it was, when it was delivered, at the Buyer’s expense and responsibility.

5.6 In the unlikely event that a Lot is proved to be inauthentic to AstaGuru’s satisfaction, AstaGuru shall raise a claim for refund of money with the original owner/source. If the original owner/source fails to refund the amount, the Buyer shall authorize AstaGuru and cooperate in any manner possible to recover the amount as may be due and payable by the original source/owner to AstaGuru, by adopting any appropriate legal proceedings.

5.7 The Buyer shall be responsible for any expenses that AstaGuru may need to incur in order to authenticate the Lot, in the case of any claim of inauthenticity.

6 PAYMENT BY THE BUYER

6.1 The title and ownership interest in the Lot shall be transferred in favour of the Buyer, along with the assignment of any copyright that AstaGuru owns, only after all payment due under this Clause 6 is received by AstaGuru in its bank account notified to the Buyer for payment through bank transfer.

6.2 The total purchase price payable by the Buyer to AstaGuru shall include the Hammer Price, AstaGuru Buyer’s Margin, GST (as applicable), TCS (if applicable) and any shipping, packing and handling charges incurred by AstaGuru in connection with the Lot, as calculated by AstaGuru (the “Total Purchase Price”).

6.3 AstaGuru shall raise an invoice in the name of the Buyer within 3 (three) Business Days of the Auction Date (the “Invoice Date”).

6.4 The Buyer shall pay the Total Purchase Price to AstaGuru within 7 (seven) days of the Invoice Date.

6.5 Buyers, who are Indian tax residents, shall pay the Total Purchase Price in INR, and all other Buyers shall pay the Total Purchase Price in USD. If the Total Purchase Price is stipulated in INR terms, then the Buyer must ensure that AstaGuru receives the full payment of the Total Purchase Price, irrespective of exchange rate fluctuations, if any.

6.6 In the event the Buyer does not pay the Total Purchase Price within the timeframe provided under Clause 6.4, he shall be liable to pay a Late Fee to AstaGuru at 2% (two percent) per month on the Total Purchase Price for up to 1 (one) month on and from 7 (seven) days from the Invoice Date (the “Long Stop Date”), after which the Sale may be subject to cancellation at AstaGuru’s sole and absolute discretion and the Buyer will be liable to pay liquidated damages of 18% on the Hammer Price. The Buyer agrees that the aforesaid amount represents a genuine pre-estimate of the damages which AstaGuru will suffer as a consequence of the Buyer’s failure to pay the Total Purchase Price on or before the Long Stop Date.

6.7 In the event the Buyer does not pay the Total Purchase Price within the stipulated timeframe provided under Clause 6.4, AstaGuru shall treat such non-payment as a breach of these Terms and Conditions of Sale and the Parties shall proceed on the premise that a Dispute under Clause 10 has arisen.

6.8 In the event the Buyer does not pay the Total Purchase Price within the stipulated timeframe provided under Clauses 6.4 and 6.6, AstaGuru may at its discretion dispose the Lot as it may deem fit, including by a re-auction.
 

7 DELIVERY AND COLLECTION OF PURCHASED LOT

7.1 Subject to receipt and clearance of the Total Purchase Price, AstaGuru shall ship the Lot to the Buyer within 7 (seven) days from receipt of the Total Purchase Price (the “Date of Payment”).

7.2 All delivery durations / periods mentioned shall only be an estimate based on past experience and estimates given by AstaGuru’s delivery partners and shall not be construed to be a guarantee.

7.3 Subject to receipt and clearance of the Total Purchase Price payable by the Buyer, the Buyer may also opt to collect the Lot from AstaGuru at his own expense and responsibility.

7.4 Any Buyer who opts to collect the Lot from AstaGuru under Clause 7.3, but fails to collect the said Lot within 30 (thirty) days from the Date of Payment shall be charged a demurrage/storage fee at 2% (two percent) per month on the Total Purchase Price of the Lot calculated from the Date of Payment.

7.5 The Buyer shall be liable to insure the Lot against any damages or losses in transit.

7.6 Unless the description of the Lot stipulates otherwise, all purchased Lots are packed and dispatched as per AstaGuru’s determination of the best mode of shipping. However, if the Buyer prefers an alternative mode of shipment, the same may be implemented at the Buyer’s sole cost and responsibility. AstaGuru shall invoice the buyer for costs incurred in relation to the foregoing and shall not incur any responsibility for any damage that may be caused to the Lot during transit.

7.7 In the case of international shipments, International Chamber of Commerce EXW (Mumbai), Incoterms 2020 shall be applicable to these Terms and Conditions of Sale.

8 EXTENT OF ASTAGURU'S LIABILITY

8.1 The description of the Lot, as contained on the Website is to the best of AstaGuru's opinion and as represented by the original source/owner of the Lot. Bidders are advised to engage and consult with independent professionals/experts on the same.

8.2 AstaGuru shall not be liable for any damage or loss during transit of the Lot. Such losses must be covered by the Buyer as provided under Clause 7.5.

8.3 AstaGuru shall not be liable for any loss or damage caused in case the Website has any technical problems, including for any failure or delay in executing the bids placed via the Website.

8.4 AstaGuru shall not be liable for the rejection of any bids received post the stipulated closing time of the auction of the Lot. AstaGuru acknowledges that there may be a lag period between the Bidder placing the bid and the same being received and registered by AstaGuru. Bidders are advised to safeguard against such lags in placing individual bids by updating their account with the relevant Proxy Bid.

8.5 AstaGuru and any of its affiliates and (as applicable) their respective directors, officers, employees, representatives and advisors shall not be liable for any errors or omissions on the Website, in the catalogue or in any marketing communication.

9 EXTENT OF BUYER'S LIABILITY

9.1 Securing the winning bid shall be deemed to result in an enforceable contract of sale between AstaGuru and the said Bidder in accordance with these Terms and Conditions of Sale.

9.2 All Lots offered in an AstaGuru Auction are in its 'present/current condition' encompassing all existing faults and imperfections. Bidders are advised to inspect each Lot carefully before bidding.

9.3 The Buyer shall be liable for all the packing, insurance, shipping or handling charges in connection with the sale of the Lot.

9.4 The Buyer shall be liable for any duties or taxes in addition to the Total Purchase Price under Clause 6.2 in connection with the sale of the Lot.

9.5 All Lots classified as Antiquities or Art Treasures under the Antiquities and Art Treasures Act, 1972 are non-exportable and cannot be taken out of India. Any attempt to export such a work without the express permission of Archaeological Survey of India (ASI) shall entirely be at the Buyer's risk.

9.6 All Lots deemed to be a 'Notified Antiquity' under the Antiquities and Art Treasures Act, 1972 need to be registered with ASI. After such a Lot is sold at the auction, it is the Buyer's responsibility to intimate the ASI of such transfer and to ensure that the registration is transferred to the Buyer’s name.

9.7 Due to the unpredictable nature of internet/mobile data network and mobile app accessibility, there may be a lag period between the time of the Bidder placing the bid, and it being received/registered by AstaGuru’s server. Although the Bidder may have placed a bid within the stipulated closing schedule, if AstaGuru receives the transmitted bid post the closing schedule the bid will be rejected. It shall be the Bidder’s responsibility to update his account with the relevant Proxy Bid in order to safeguard any lag-oriented delays while placing individual bids.

10 GOVERNING LAW AND DISPUTE RESOLUTION

10.1 These Terms and Conditions of Sale shall be governed by and construed in all respects in accordance with the Applicable Laws of India, as amended from time to time (without giving effect to its principles of conflict of laws).

10.2 Any and all disputes, differences or claims whatsoever arising out of or in connection with or relating to these Terms and Conditions of Sale, including the existence, breach, termination validity and/or interpretation thereof (“Dispute”), shall be resolved mutually and amicably by both the Parties. If the Dispute cannot be so resolved within a period of fifteen (15) days of either Party notifying the other Party that a Dispute has so arisen, the same shall be referred to the sole arbitration of Mr. Justice S.J. Kathawalla (Retd.) or failing him Mr. Justice S.C. Gupte (Retd.) or failing him Mr. Justice R.D. Dhanuka (Retd.). The arbitration shall be conducted in accordance with the provisions of the Arbitration & Conciliation Act, 1996 or any statutory re-enactment or modification thereof. The arbitration shall be conducted in the English language and the seat of arbitration shall be Mumbai and the Courts in Mumbai alone shall have jurisdiction.

10.3 All the costs and fees with respect to any arbitration under these Terms and Conditions of Sale shall be borne by the Parties equally without recourse to recovery of costs. Any reference to arbitration under the terms of these Terms and Conditions of Sale, shall be made by either Party in writing.

10.4 Each of the Parties hereby acknowledges and agrees that its failure to participate in arbitration proceedings commenced pursuant to Clause 10.2 above in any respect or to comply with any request, order or direction of the arbitrator shall not preclude the arbitrator from proceeding with such arbitration and/or making a valid final award.

10.5 Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to these Terms and Conditions of Sale shall be in writing and signed by or on behalf of the Party giving it. Such notice shall be served by sending it by electronic mail to the email address of the Bidder/Buyer or AstaGuru (contact@astaguru.com), as the case may be, or delivering by hand, registered post A.D., or courier to the registered address of the Party. Any notice so served shall be deemed to have been duly given (i) in case of delivery by hand, when hand delivered to the other Party; or (ii) when sent by electronic mail, upon transmission of the message by the Party giving notice; or (iii) when sent by registered post A.D., where 7 (seven) Business Days have elapsed after posting; or (iv) when delivered by courier on the 2nd (second) Business Day after deposit with an overnight prepaid delivery service, with next Business Day delivery guaranteed, provided that the sending Party receives a confirmation of delivery from the delivery service provider.

11 CONDITIONS OF SALE

Please read these conditions of sale and the sale particulars carefully before placing any bid on a Lot or buying any Lot using buy now/bid now/Proxy Bid/phone bid. These conditions of sale and the sale particulars, along with the important notices and explanation of the cataloguing practice, set out the terms and conditions on which AstaGuru offers the timepiece Lots listed in the catalogue. By registering to bid and/or by bidding at an Auction, Bidders agree to these terms and conditions and they will become contractually binding on such Bidders. This Clause also describes certain limitations and exclusions of liability for AstaGuru and the seller of a Lot, where applicable. Bidders should ensure that they have understood all charges, fees and taxes that may be applied to their respective bid prices before they place their bid(s).

11.1 The condition of Lots can vary widely due to factors such as age, previous damage, restoration, repair, and wear and tear. Their nature means that they will rarely be in perfect condition. Lots are sold “as is”, in the condition they are in at the time of the sale, without any representation or warranty or assumption of liability of any kind as to condition by AstaGuru or its associates/employees.

11.2 Any reference to condition in the sale particulars or in a condition report will not amount to a full description of condition, and images may not show the condition of a Lot clearly. Colours and shades may look different on the screen/in the pages compared to the appearance on a physical inspection. Condition reports may be available as per the sole discretion of AstaGuru to help Bidders evaluate the condition of a Lot. Condition reports are provided free of charge as a convenience to Bidders and are for guidance only. These condition reports offer AstaGuru’s opinion, but they may not refer to all faults, inherent defects, restoration, alteration or adaptation. For that reason, they are not an alternative to Bidders seeking their own professional advice.

11.3 Estimates are based on the condition, rarity, quality and provenance of the Lot and on prices recently paid at auction for similar property. Estimates can change. Neither a Bidder, nor anyone else, may rely on any estimate as a prediction or guarantee of the actual selling price of a Lot or its value for any other purposes. Estimates do not include any buyer’s premium/premiums or any applicable taxes or charges.

11.4 The following conditions of sale relate specifically to timepieces:

11.4.1 almost all clocks and watches are repaired in their lifetime and may include parts which are not original. AstaGuru does not give any warranty that any individual component part of any watch or clock is authentic. Watch parts described as “Aftermarket / Custom / Refurbished / Repainted” are not part of the original watch and may not be authentic. Clocks/watches/pocket watches may be sold without pendulums, weights or keys, box, papers, accessories or other source documents;

11.4.2 as collectors’ watches and clocks often have very fine and complex mechanisms, the Buyer is responsible for any general service, change of battery or further repair work that may be necessary. AstaGuru does not give any warranty that any watch or clock is in perfect working order or condition. Certificates/papers/cards/extracts are not available unless described in the sale particulars;

11.4.3 most watches have been opened to find out the type and quality of movement. For that reason, watches with water resistant cases may not be waterproof and AstaGuru strongly recommends that a Buyer has watches checked by a competent watchmaker before use and/or exposure to moisture or liquids;

11.4.4 Circa/Dates/Model/Reference number (no.): Almost all timepieces are allocated a particular reference number during its creation. The reference number given in the sale particulars is a guiding service AstaGuru provides to Bidders for convenience, and there may be minor variations in respect of the same and the reference numbers provided by AstaGuru therefore should not be relied on entirely. Circa/year mentioned in the sale particulars is merely a guiding range of years and may vary greatly. For that reason, for both the reference number and circa/year provided by AstaGuru is to the best of its knowledge and opinion, and are not an alternative to Bidders and/or Buyers taking their own professional/informed advice.

11.4.5 The responsibility to check and verify the individual case number of the timepiece before bidding/purchasing lies solely with the Bidder/Buyer. Wherever possible, AstaGuru’s customer relations/sales representative may be contacted to obtain the same prior to bidding/purchasing.

12 MISCELLANEOUS

12.1 By participating in any auction, the Bidder acknowledges and accepts that he/she is bound by these Terms and Conditions of Sale, as may be updated from time to time on the Website. AstaGuru may make changes to these Terms and Conditions of Sale from time to time without any prior notification. It shall be the Bidder’s sole responsibility to make himself/herself aware of the updated Terms and Conditions of Sale, if any, before an AstaGuru Auction.

12.2 Each and every obligation under these Terms and Conditions of Sale shall be treated as a separate obligation and shall be severally enforceable as such in the event of any obligation or obligations being or becoming unenforceable in whole or part. To the extent that any Clause of these Terms and Conditions of Sale are unenforceable, they shall be deemed to be deleted and any such deletion shall not affect the remainder of these Terms and Conditions of Sale not so deleted, provided the fundamental terms of these Terms and Conditions of Sale are not altered.

12.3 The Bidder consents to his/her data, as provided to AstaGuru at the time of registration, being stored, engaged with, and used by AstaGuru across its formats, including but not restricted to – Website registrations, social lead generation forms, search engine lead forms, etc.

12.4 The Registered Bidder consents to his/her data, as provided to AstaGuru at the time of registration, being shared by AstaGuru with third party providers, tools and/or processors for the purpose of AstaGuru’s marketing and analytics services and in order to facilitate AstaGuru providing a better experience to its clients/customers. AstaGuru does not sell the personal information of its Registered Bidders.

12.5 Until the Buyer pays the Total Purchase Price to AstaGuru, no title, right of ownership or otherwise shall be transferred to the Buyer.

12.6 AstaGuru reserves the right to store, maintain and use any data as it may collect before, during or after any auction to provide any service in the present or future. AstaGuru shall also have the right to use such data as it may see fit in order to analyse, improve and market its services. These data shall include any personal information, auction data, bid history, pricing history, etc.