1. Definitions and interpretation

2. Lots

2.1 All Lots are offered for sale in the condition they are in at the time of the Sale and are sold "as is". Save for the Authenticity Guarantee, we make no guarantees, representations or warranties (express or implied) in connection with any Lot (including as regards its condition, merchantability, fitness for a particular purpose, size, quality, value, importance, medium, frame, origin, period, provenance, exhibition and import/export history). Details provided to you regarding a Lot (including images, descriptions and/or information set out in the Catalogue and/or on the AG Website) are provided in good faith but will not be deemed to be any such guarantee, representation or warranty. In particular: (a) images are provided for identification purposes only and may not accurately portray the relevant Lot or its condition; and (b) descriptions and other details are provided as matter of opinion and/or information only and are not a representation of fact. Please also note that certain words used in the Catalogue have special meanings. Please see the Catalogue for further information.

2.2 You acknowledge and agree that: (a) the condition of Lots may vary, for example due to their age, state of repair (including historic damage and restoration work) and normal wear and tear; and (b) Lots may not be in a perfect condition or free from inherent or latent defects.

2.3 We do not carry out extensive due diligence in connection with each Lot. In addition, our knowledge of each Lot is dependent on a range of factors, including: (a) information provided to us by the Seller; (b) the degree of research, examination and/or technical analysis that is practicable in the circumstances and at the relevant time; and (c) the generally accepted views of experts.

2.4 You are responsible for carrying out your own inspections and due diligence and are encouraged to inspect a Lot before placing a bid on it. Lots may be available for viewing in person at our premises or another location. Please contact us to arrange a viewing.

3. Registration

3.1 To participate in a Sale, you must create an account on the AG Website and complete all information required as part of the registration process no later than four (4) Business Days before the Sale.

3.2 We are subject to anti-money laundering legislation and as such we are required to carry out due diligence and "Know Your Customer" checks on you. You undertake to provide us with all information and documentation which we may require (in our sole and absolute discretion) to meet our anti-money laundering and related obligations (whether before, during or after any Sale) and you represent and warrant that all such information and documentation will be complete and accurate. If you fail to provide us with the information we require under this Clause, or if the information you provide is not satisfactory to us, we may refuse or revoke permission for you to participate in the Sale in accordance with Clause 4.10.

3.3 Please note that we may deactivate your account at any time before, during or after a Sale for any reason in our sole and absolute discretion.

4. Sales

4.1 You are responsible for reading all salesroom notices and announcements which are available on the AG Website and/or in the Catalogue in connection with a Sale.

4.2 Each Lot is offered for sale, and the Purchase Price must be paid, in British Pounds Sterling.

4.3 Unless otherwise specified, each Lot is offered subject to a Reserve.

4.4 The Estimate for each Lot is based on a range of factors, including quality, provenance and the prices realised for similar items in the market. However, the Estimate is not a prediction or guarantee of the actual selling price of a Lot or its value. The Estimate does not include the Buyer's Premium or any applicable taxes.

4.5 All bids must be made on a per-Lot basis and in the bidding increment applicable to the Sale.

4.6 Unless we agree otherwise in accordance with this Clause, all bids must be made online via the AG Website. If you wish to bid by telephone, you must request this no later than twenty-four (24) hours before the start of the Sale. We may accept or decline your request in our sole and absolute discretion. If we agree to accept your request, you must ensure that you are available to take the telephone call at the relevant time and give clear and complete instructions to our staff. Please note that telephone calls may be recorded for training and bid administration purposes.

4.7 We may, in our sole and absolute discretion: (a) refuse or reject any bid (including bids that have previously been accepted); and/or (b) place a limit on the number of bids you can place. If we exercise our discretion under this Clause, we will notify you.

4.8 You acknowledge and agree that, once submitted, your bid is irrevocable and cannot be amended or retracted. We are not responsible for any errors you make in placing a bid.

4.9 Each Sale is timed and the AG Website will automatically close the Sale at the relevant time unless a bid is placed on a Lot within three (3) minutes of the scheduled closing time, in which case the closing time for that Lot will continue for a further three (3) minutes. This process will continue until no further bids are placed in the three (3) minutes before the closing time for the relevant Lot.

4.10 Please note that we may: (a) withdraw a Lot from the Sale or cancel a Sale; and/or (b) refuse or revoke permission for you to participate in a Sale, in each case for any reason, whether before or during a Sale and without liability to you.

4.11 You may not bid on a Lot, or permit anyone to do so on your behalf, if you are an "interested party". An "interested party" means any person: (a) with a direct or indirect financial interest in the Lot (for example, if the Seller is an estate then an interested party includes beneficiaries of that estate); and/or (b) who has been involved in connection with the sale of the Lot.

5. Payment

5.1 The Buyer's Premium will be added to the Hammer Price on a per-Lot basis and will be payable as part of the Purchase Price. You must pay the Purchase Price in British Pounds Sterling within seven (7) days of the date of our invoice. You must pay the Purchase Price in full and cleared funds, without any deduction for taxes of any kind. If you are required to deduct any taxes under any applicable laws, or pay any bank charges or transfer fees, then the amount due to us must be increased to an amount which, after deduction of such taxes, charges and/or fees results in us receiving an amount equal to the Purchase Price.

5.2 Title to the Lot will pass to you when we have received the Purchase Price in full and cleared funds (the moment title passes being Completion). We will not release the Lot to you until we have received payment of the Purchase Price in full and cleared funds.

5.3 If you do not pay the Purchase Price within thirty (30) days of the date of our invoice then, without prejudice to any of our rights or remedies or the rights or remedies of the Seller, we may in our sole and absolute discretion:

5.3.1 store the Lot with a third party storage provider, at your cost and risk;

5.3.2 cancel the sale of the Lot and re-offer it for sale;

5.3.3 deactivate your account and refuse permission for you to participate in future Sales;

5.3.4 charge interest at the rate of 3% above the base rate of the Bank of England, from the due date until the date on which payment of the Purchase Price is received in full and cleared funds;

5.3.5 charge you the costs we incur in recovering, or attempting to recover, the Purchase Price from you (including reasonable legal costs); and/or

5.3.6 inform the Seller of your identity and contact details, to enable the Seller to recover the unpaid Purchase Price from you directly.

5.4 In addition to the Purchase Price, you are responsible for: (a) all Buyer's Expenses; (b) all applicable sales taxes, VAT and other taxes, duties or tariffs due on the purchase of the Lot; and (c) any applicable artist resale royalty right.

5.5 Please note that we will not accept payment from anyone other than you.

5.6 You agree to promptly execute and/or deliver such forms, documents and information as we may require to comply with any applicable laws and/or requirements of competent tax authorities. If you fail to provide us with the forms, documents and/or information we require, or if such forms, documents and/or information is not satisfactory to us, we may retain the Lot in accordance with Clause 11.

5.7 You acknowledge that we have not provided you with any tax advice in connection with your purchase of the Lot or otherwise under this Agreement.

6. Collection

6.1 You are solely responsible for identifying and obtaining any necessary export, import and/or other licences in connection with a Lot. Any symbols or notices in the Catalogue and/or on the AG Website reflect our reasonable opinion at the relevant time and are included for information purposes only. Neither we nor the Seller make any representations or warranties as to whether any Lot is or may be subject to export or import restrictions or any embargoes. Please note that the refusal of any licence or permit will not entitle you to cancel your purchase of the Lot or delay payment of the Purchase Price.

6.2 Unless we agree otherwise in writing, you must arrange collection of the Lot within thirty (30) days following Completion and all packaging, handling and transport arrangements are your exclusive responsibility.

6.3 Risk in the Lot will transfer to you on the earlier of: (a) thirty (30) days from the date of Completion; or (b) when we release the Lot to you for collection. Until that time, we will assume responsibility for any physical loss or damage to the Lot provided that:

6.3.1 we will not be liable for any physical loss or damage which is caused: (a) by independent contractors engaged with your consent (for example for conservation, restoration, cleaning, framing or glazing); (b) to frames or glass covering prints, paintings or other flat works; (c) as a result of an inherent defect, normal wear and tear or any event or circumstance which is outside of our reasonable control;

6.3.2 subject to Clause 6.3.1, our liability under this Clause will not in any circumstances exceed an amount equivalent to the Hammer Price; and

6.3.3 notwithstanding the foregoing, you will maintain an "all risks" insurance policy for the Lot from the date of Completion until such time as our responsibility for physical loss or damage to the Lot ends in accordance with this Clause.

6.4 If you fail to arrange collection of the Lot within thirty (30) days following Completion, we may (in our sole and absolute discretion): (a) store the Lot with a third party storage provider, at your cost and risk; (b) send the Lot to you, at your cost and risk; and/or (c) charge you a late collection fee.

7. Cancellation

7.1 Upon the fall of the hammer, acceptance of the highest bid, or any other indication by AstaGuru UK that a bid has been successful, the Lot shall be deemed sold to the successful bidder ("Buyer"). All bids are irrevocable, and the sale is final and binding. The Buyer shall not be entitled to cancel, rescind, withdraw from, or otherwise reverse the purchase for any reason whatsoever. Upon being declared the successful bidder, the Buyer becomes legally obligated to pay the full Purchase Price, together with any applicable taxes, duties, premiums, fees, and charges, within the prescribed payment period. Failure to make payment shall constitute a breach of these Terms and Conditions and shall entitle AstaGuru UK and/or Seller to exercise all rights and remedies available under law and these Terms and Conditions.

7.2 We may, in our sole and absolute discretion, cancel the sale of the Lot (post-Completion) if: (a) we have reasonable doubts about the accuracy and/or completeness of any of your representations and warranties given under Clause 9; (b) you have breached any of your obligations under these Terms and Conditions; (c) we have reasonable doubts about the Lot's Authenticity (as defined below); (d) the sale of the Lot is or will be illegal, has subjected or may subject either us or you to a legal liability, or may damage our reputation; and/or (e) you fail or refuse to provide us at any time with information we require under Clause 3.2 or we are not satisfied with the information you do provide (if any).

7.3 If we exercise our right to cancel a sale under Clause 7.2, we will notify you in writing, and: (a) if applicable, we will require the return of the Lot from you; and (b) subject to Clause 11, we will refund to you an amount equivalent to the Purchase Price.

8. Our representations and warranties and the Seller's representations and warranties

8.1 We are duly authorised to sell the Lot on behalf of the Seller as the Seller's agent.

8.2 The Seller gives the following representations and warranties:

8.2.1 the Seller is the sole, complete, lawful and absolute legal and beneficial owner of the Lot; and

8.2.2 the Seller has all rights, title and interest in and to the Lot such that on Completion good and marketable title and right to possession of the Lot will pass to you without any restrictions or claims by anyone else.

9. Your representations and warranties

9.1 You give us and the Seller the following representations and warranties:

9.1.1 you are bidding on your own behalf and not on behalf of anyone else;

9.1.2 your bids are genuine and not connected with any collusive or anti-competitive arrangements or agreements;

9.1.3 your participation in the Sale will not violate any applicable laws;

9.1.4 you are not the subject of embargoes or sanctions in any jurisdiction (sanctions); or located, organised or resident in any country that is the subject of sanctions in the United Kingdom (sanctioned jurisdiction);

9.1.5 the funds you will use to pay the Purchase Price are not connected with the proceeds of criminal activity, including tax evasion, money laundering, terrorist activities or other criminal activity, nor are you under investigation, charged with, or convicted of the same; and

9.1.6 your purchase of the Lot will not cause us, the Seller or anyone else to violate any applicable laws (including sanctions, anti-money laundering, anti-bribery, anti-corruption or anti-terrorism laws).

9.2 You must tell us as soon as you become aware that any of your representations and warranties under this Clause are or may be inaccurate or incomplete.

9.3 Your representations and warranties under this Clause will continue following Completion.

10. Authenticity Guarantee

10.1 We represent and warrant that the Lot is not counterfeit (the Authenticity Guarantee). For the purposes of these Terms and Conditions, counterfeit means a Lot which in our opinion is an imitation created with the intention to deceive as to (as applicable) its artist, author, origin, date or period of creation, culture or source (the Lot's Authenticity). This Authenticity Guarantee is provided for a period of thirty (30) days from the date of Completion (the Authenticity Period).

10.2 The Authenticity Guarantee is provided solely for your benefit and cannot in any circumstances be transferred to a third party (including any successor in title).

10.3 To claim under the Authenticity Guarantee, you must:

10.3.1 provide written notice of your claim within the Authenticity Period, together with details and supporting evidence of your claim;

10.3.2 return the Lot to us, in the same condition as it was in at the date of Completion, when risk will transfer back to us; and

10.3.3 have the right to transfer ownership of the Lot without any restrictions or claims by anyone else (including any claims or potential claims, legal proceedings, security interests, liens, or any other encumbrances, rights or interests of whatever nature).

10.4 We will determine any claim under the Authenticity Guarantee in our reasonable discretion.

10.5 We may reject a claim under the Authenticity Guarantee if:

10.5.1 the description of the Lot in the Catalogue and/or on the AG Website: (a) was given in accordance with (as applicable) the generally accepted views of relevant scholars and experts or opinions of relevant scholars and experts privately expressed to us before Completion; or (b) indicates that there is a conflict of opinions as regards the Lot's Authenticity;

10.5.2 the inaccuracy of the description of the Lot in the Catalogue and/or the AG Website does not result in a material loss of value in the Lot;

10.5.3 the Lot's Authenticity can only be disproven by a process that at the time of Completion was not widely accepted or available or that was expensive or impractical to use (including if it might reasonably damage the Lot); and

10.5.4 the concerns about the Lot's Authenticity arise as a result of or in connection with any restoration, alteration or conservation work (including repairs, repainting or other treatment); or as a result of the manufacturer or creator being unable (for whatever reason) to confirm the Lot's Authenticity.

10.6 If we accept a claim under the Authenticity Guarantee, we will cancel the sale of the Lot and refund the Purchase Price to you. You acknowledge and agree that this will be your sole and exclusive remedy for any claim, loss, damage or liability arising in connection with the Lot and/or the cancellation of the sale and any other remedies available to you (whether in contract, tort, statute or otherwise) are excluded to the fullest extent permitted by law.

11. Retention and Set-Off

We may keep the Lot following Completion: (a) until you have paid all amounts you owe us and/or any AstaGuru Group Company; (b) for a reasonable period if we become aware of any event or circumstance which has subjected or might subject us to a legal liability; (c) if we are required to do so by law or a competent authority; (d) while we complete our 'Know Your Client' checks in accordance with Clause 3.2; (e) if you delay or fail to provide any forms, documentation or information we require under Clause 3.2 and/or Clause 5.6; and/or (f) pending the resolution of any claim we may have against you.

12. General Conditions

12.1 Variations. We may update these Terms and Conditions from time to time, without notice to you, by publishing the updated Terms and Conditions on the AG Website. You are responsible for checking the AG Website for the latest Terms and Conditions, and you will know if the Terms and Conditions have been updated since you last viewed them by referring to the "Last Modified" date below.

12.2 Resale Royalty. In certain countries, local laws entitle the artist (or the artist's estate) to a royalty known as the "artist's resale right". If applicable, you must pay the artist's resale right in addition to the Purchase Price, and we will pay that artist's resale right to the organisation authorised to collect it.

12.3 Limit of Liability. Neither we nor the Seller will in any circumstances be liable for:

12.3.1 any errors or omissions in the Catalogue, on the AG Website or other descriptions of the Lot;

12.3.2 any technical and/or connectivity issues with the AG Website or, if we agree that you may bid by telephone in accordance with Clause 4.6, with our telephone connection; or

12.3.3 any loss of profits or any consequential, indirect or incidental loss or damage.

Subject to the foregoing, our liability and the Seller's liability to you will otherwise not in any circumstances exceed an amount equivalent to the Hammer Price for the Lot.

12.4 Indemnity. You will indemnify us, and each AstaGuru Group Company, against all claims, costs, losses, damages and other liabilities (including reasonable legal fees) arising out of or in connection with any breach of your representations, warranties or obligations under these Terms and Conditions. You will not require us to appear in legal proceedings between you and any third party. If we are required to appear or participate in any such legal proceedings (including by submitting written or oral witness evidence), you will reimburse upon demand any costs, fees and expenses which we incur in connection with the same (including reasonable legal fees).

12.5 Images. We own or have a licence to the copyright subsisting in all images, films, reproductions, descriptions and other content and materials that we produce for, or howsoever are otherwise connected with, each Lot; and you may not use the same without our written permission.

12.6 Force Majeure. We will not be liable for any delay or failure in the performance of our obligations or otherwise in connection with a Sale for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond our reasonable control.

12.7 Severance. If any provision or part of a provision of these Terms and Conditions is held to be invalid or unenforceable, it will be given no effect and will be deemed not to be included. This will not affect the validity and enforceability of the rest of these Terms and Conditions.

12.8 Survival. Any provision of these Terms and Conditions that expressly or by implication is intended to come into or continue in force on or after the termination or expiry of this Agreement (including Clause 9) will remain in full force and effect. The termination or expiry of these Terms and Conditions will not affect any rights, remedies, obligations or liabilities that have arisen up to and including the date of termination or expiry.

12.9 Third Party Rights. An AstaGuru Group Company may enforce any of these Terms and Conditions. Subject to the foregoing, a person who is not a party to these Terms and Conditions shall not have any rights under the Contracts (Rights of Third Parties) Act 1999, or any similar legislation anywhere in the world, to enforce any of these Terms and Conditions.

12.10 Assignment. Neither of us may assign or transfer or otherwise part in any way with any of our rights and obligations under these Terms and Conditions without the other party's prior written consent, save that we are entitled to assign or transfer our rights and obligations to an AstaGuru Group Company on written notice to you.

12.11 Entire Agreement. These Terms and Conditions constitute the entire agreement between us relating to the Lot and supersede or subsume any previous discussions, agreements and understandings whether in writing or otherwise.

12.12 Governing Law & Jurisdiction. These Terms and Conditions and any dispute or claim arising out of or in connection with these Terms and Conditions or their subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the laws of England. You and we must bring legal proceedings in respect of these Terms and Conditions in the English courts.