BIDDER'S AND BUYER'S TERMS AND CONDITIONS
v.2023112001
The following terms and conditions (the “Terms and Conditions”) apply between Ans Azura S.R.L., a limited liability company, incorporated in Romania, registration no. J23/5576/18.11.2020, tax no. RO43351692 (“Ans Azura”) and Bidders and Buyers in relation to auctions, private sales and curated exhibitions organised on Ans Azura’s online platform https://ansazura.com (the “Online Platform”).
By accessing and using the Online Platform, Bidders and Buyers accept and agree to be bound by these Terms and Conditions.
Please read these Terms and Conditions carefully before using the Online Platform. Ans Azura may amend these Terms and Conditions from time to time. All amendments will be effective as of their publication on the Online Platform. Bidders and Buyers accept and agree to be bound by such amendments and to access the Online Platform regularly in order to be informed about the updated Terms and Conditions.
1. Ans Azura as Agent
1.1 Ans Azura acts as exclusive agent of the owner(s) of property offered for sale (the “Property”), as set out in the agreement concluded with the owner(s) of the Property or the agent of such owner(s) (the “Seller”) to offer the Property for sale at auctions, private sales or curated exhibitions on the Online Platform.
1.2 When acting as agent, Ans Azura does not bear any responsibility for any breach of these Terms and Conditions by the Seller.
2. Description of the Property and Due Diligence of Bidder and Buyers
2.1 Persons considering or making a bid on the Online Platform (the “Bidders”) or offering the highest bid accepted by Ans Azura or buying the Property through private sales or curated exhibitions (the “Buyers”) accept and agree that:
2.1.1 Ans Azura’s knowledge about the Property and the description thereof provided on the Online Platform depend to a certain extent on the information that the Seller made available to Ans Azura and on the condition reports and opinions of experts in the field, when the Seller provided Ans Azura with such condition reports and opinions;
2.1.2 Ans Azura may, at its own discretion, analyse any research, technical knowledge or the opinions of experts in the field before offering the Property for sale on the Online Platform. Nonetheless, Ans Azura is not under an obligation to perform a full due diligence with respect to the Property;
2.1.3 Ans Azura performs all reasonable due diligence at its best ability to assure itself of the Property’s characteristics including, without limitation, its authenticity, provenance, condition or value. Ans Azura makes no representations or warranties in its own name with respect to such characteristics of the Property and cannot be held liable for omissions and errors which may occur in relation to information provided to Bidders or Buyers. This is without prejudice to the right of the interested Bidders to inspect the Property in accordance with paragraph 2.3 below;
2.1.4 The Property is sold “as is” as at the date of the auction, private sale or curated exhibition;
2.1.5 The description of the Property published on the Online Platform, any available condition report or any other information provided by Ans Azura regarding the Property, either in writing or orally, is a statement of opinion and not a representation of fact. Ans Azura does not bear any responsibility towards Bidders and Buyers with respect to any such statement of opinion;
2.1.6 Any condition reports made available by Ans Azura are provided free of charge, as a convenience, to help the Bidders evaluate the condition of the Property and are for guidance only. In case of condition reports issued by Ans Azura, these offer just an opinion, but they may not refer to all faults, inherent defects, restoration, alteration or adaptation, since Ans Azura staff are not active professional restorers or conservators. Consequently, these reports are not an alternative to the Bidders taking their own professional advice. It is the Bidders’ responsibility to ensure that they have requested, received and considered any condition report for themselves before the auction, private sale or curated exhibition;
2.1.7 The measurements and dimensions of the Property provided by Ans Azura to Bidders and Buyers are approximate;
2.1.8 The condition of the Property may be affected by factors such as its age or type. While Ans Azura may provide information on the condition of the Property on the Online Platform, such information cannot be construed as a complete description of the Property and the lack of any information on the condition of the Property cannot be construed as attesting that the Property does not have any imperfections or has not been subject to restoration;
2.1.9 Photographs of the Property and other images are uploaded to the Online Platform only in order for Bidders and Buyers to identify the Property and cannot be relied upon as a detailed presentation of the Property or as attesting its condition. Please note that the accuracy of such photographs and images may be affected by the technical specifications of the device on which they are displayed;
2.1.10 Ans Azura may provide on the Online Platform estimates of the Property’s price. Nonetheless, following the auction, the actual price of the Property may be higher or lower than the estimates. Estimates provided by Ans Azura are statements of opinion, given on a non-reliance basis, and not representations of fact and Ans Azura cannot be held liable for any difference between the estimates and the actual Hammer Price;
2.1.11 Estimates of the Property’s price do not comprise the Buyer’s Premium or any of the Buyer’s Expenses as defined under paragraph 4.11 below.
2.2 When analysing the description of the Property and any information provided by the Seller in relation to the Property and when providing information about the Property on the Online Platform, Ans Azura will act with reasonable care and in accordance with its capacity as agent for the sale of the Property.
2.3 Bidders and Buyers accept and agree to perform their own due diligence with respect to the Property and fully satisfy themselves regarding its condition prior to bidding in auctions or buying at curated exhibitions or private sales. Bidders and Buyers may request Ans Azura to provide them with the condition report made available to Ans Azura by the Seller or to arrange an appointment for viewing the Property before bidding in auctions or buying at curated exhibitions or private sales, to the extent the Seller or Ans Azura has received, in advance, a written request from the interested Bidders or prospective Buyers. In case of auctions, the Property may be inspected at the latest 7 days before the closing of the auction.
2.4 Subject to the provisions of paragraph 14 below, Ans Azura cannot be held liable for errors or omissions (committed orally or in writing) which may occur in relation to information provided to Bidders or Buyers.
3. Creating an Account
3.1 In order to have access to information about auctions, private sales or curated exhibitions, to access certain user features on the platform and, in particular, in order to purchase from any auction, private sale or curated exhibition, the persons accessing the Online Platform must create an account and must be at least 18 years old; individuals under 18 years of age may participate only through their legally authorized representatives.
3.2 In order to create an account on the Online Platform users must use a valid e-mail address and provide their full name, age and phone number.
3.3 Ans Azura will send users an e-mail confirming that their account was duly created.
3.4 Based on the information provided as per paragraph 3.1 above, account holders will be able to browse the Online Platform, to follow auctions, save the Property in which they are interested in or request alerts regarding their areas of interest.
3.5 For the full use of their account, respectively participation in auctions and in order to complete direct sales, account holders must provide the following additional information: address, date of birth, a copy of their valid passport or national identity card. In addition, users must complete the KYC and AML verification procedure.
3.6. The additional information set out under paragraph 3.5 may be provided and the identity verification procedure referred to under paragraph 3.5 may be completed either when creating the account or subsequently, by accessing the personal information section in the account previously created on the Online Platform.
3.7. In order to create and validate an account on behalf of a company or an organisation, users must contact Ans Azura at ansazura@ansazura.com.
3.8 Ans Azura may request Bidders and Buyers at any time to confirm or update the information provided when creating their account on the Online Platform. Ans Azura may request additional documentation, either before or after the auction, private sale or curated exhibition concerning the Bidders or prospective Buyers or their representatives, including documentation required for its KYC and AML checks in accordance with the applicable law and its internal regulations.
3.9 After creating an account on the Online Platform, Bidders and prospective Buyers have to access Ans Azura’s auctions, private sales or curated exhibitions sections on the Online Platform and have to log in with their account to participate in the auction or to purchase works of art at private sales or curated exhibitions.
3.10 Ans Azura may at its sole discretion decline registration of Bidders or prospective Buyers on the Online Platform or to auctions and, without prejudice to any sale already completed, Ans Azura may at its sole discretion close a Bidder or Buyer account after its registration, without prejudice to any sale already perfected.
3.11 If the Bidder acts as agent on behalf of a third party, it must disclose the identity of its principal to Ans Azura and such third party has to be acceptable to Ans Azura. If the Bidder’s principal is not acceptable to Ans Azura, Ans Azura may at its sole discretion decline registration of the agent on the Online Platform or to auctions and, without prejudice to any sale already completed, Ans Azura may at its sole discretion close the agent’s account after its registration.
3.12 If the Bidder acts as agent on behalf of a third party, the Bidder and Ans Azura may agree in writing prior to the auction that the Bidder and its principal will be jointly and severally liable to pay the Purchase Price and when applicable the Buyer’s Expenses.
4. Conduct of Auctions
4.1 Auctions organised by Ans Azura will be held exclusively online. Auctions organised on the Online Platform may be either online-only or live-streamed. Bidders and prospective Buyers will be able to participate in the auction from a device with internet connection, regardless of where they are located.
4.2 Bidding in online-only auctions starts at the established opening time of the auction and closes at the established closing time of the auction displayed at the top of the auction’s respective page.
4.3 Live-streamed auctions start as online auctions on their respective auction sections and are followed by a live stream led by an auctioneer. When the auction moves to live stream, an Auction Room will become available and the bidding moves there. Prior to the opening of the Auction Room, Bidders may place Advance Bids directly from their account or place Absentee Bids, while after the opening of the Auction Room Bidders may bid in the live stream from their account or participate in the live stream via telephone. All bids will be executed as per the Bidding Regulations.
4.4 After the bidding for a specific work of art is completed, the Price Realised (i.e. the highest bid placed for a specific work of art during the online or live-streamed auction plus the corresponding Buyer's Premium, exclusive of related artist resale royalties and any shipping expenses and all duties, taxes, VAT, and/or custom processing fees payable by the Buyer) will be made available on the Online Platform. After the hammer price is duly accepted by Ans Azura, in these General Terms and Conditions, the Price Realised will be referred to as the Purchase Price.
4.5 Bidders and prospective Buyers will ensure that their internet connection and their device work in good conditions and will carefully read the Terms and Conditions for the use of the Ans Azura Online Platform and the description of the Property. Ans Azura does not accept liability for any failure of a Bidder to access the Online Platform or to execute an online bid or for any errors that may occur in the quality of digital information or images. Bidders and prospective Buyers are solely responsible for translating the information made available in English on the Online Platform into a language they understand.
4.6 In order to conduct the auction in good conditions, Ans Azura may at its sole discretion:
4.6.1 divide the Property in several lots or combine several Properties in one lot (the “Lot”). In such circumstances all references to the Property in these Terms and Conditions are references to the Lot;
4.6.2 withdraw the Property from the auction;
4.6.3 take any and all other actions it reasonably deems appropriate.
4.7 Unless otherwise specified, the Auction will be conducted in euro (EUR). Bids may be placed once the auction starts.
4.8 The Property may be offered for sale subject to a reserve price which may be lower or equal to the low estimate. The reserve price represents the threshold confidentially established between Ans Azura and the Seller below which the Property may not be sold. Bidders acknowledge that any sale is conditional on the reserve price being reached and that, if the reserve price agreed with the Seller is not reached, no bid will be accepted. Bidders will be informed about the satisfaction of this condition immediately after the last bid for the Property is placed.
4.9 Ans Azura will generally open the bidding below the low estimate and, subject to its discretion, will progress in increments, as set out below:
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EUR 50 to EUR 1,000 by EUR 50s;
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EUR 1,000 to EUR 5,000 by EUR 200s;
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EUR 5,000 to EUR 10,000 by EUR 500s;
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EUR 10,000 to EUR 20,000 by EUR 1,000s;
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EUR 20,000 to EUR 50,000 by EUR 2,000s;
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EUR 50,000 to EUR 100,000 by EUR 5,000s;
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EUR 100,000 to EUR 300,000 by EUR 10,000s
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EUR 300,000 to EUR 500,000 by EUR 20,000s
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above EUR 500,000 by EUR 50,000 or by another amount decided at the auctioneer's discretion.
4.10 Ans Azura may at its sole discretion decide that the mechanisms for establishing the starting price and the increments set out under paragraph 4.9 above do not apply to certain auctions or for certain lots.
4.11 Bidders who place a bid as per paragraph 4.3 accept personal liability to pay the purchase price consisting of:
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the amount of the highest bid duly accepted by Ans Azura upon the closing of the auction (the “Hammer Price”);
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a commission charged by Ans Azura herein referred to as Buyer’s Premium and calculated based on the gross portions of the Hammer Price, before any tax, expenses or any other deduction, as follows:
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22% for gross portions lower than or equal to EUR 150,000;
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18% for gross portions between EUR 150,001 and EUR 250,000;
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15% for gross portions higher than EUR 250,000.
(the Hammer Price and the Buyer’s Premium being jointly referred to as the “Purchase Price”).
4.12 Bidders who place a bid accept personal liability to pay the following costs, expenses and taxes:
• the artist royalty, if and where applicable;
• the value added tax, if and where applicable;
• withholding taxes, if and where applicable;
• import and/or export duties and cost of related documents necessary for import / export, if and where applicable;
• sale, shipping, crating/packaging and insurance expenses, and any other fees or taxes applicable to the sale
(all of the above being jointly referred to as the “Buyer’s Expenses”).
4.13 When the auction closes, the Property will be sold to the Bidder who offered the highest bid and whose bid was duly accepted by Ans Azura. Ans Azura will contact the winning Bidder by e-mail after the closing of the auction.
4.14 The acceptance of a bid may be made conditional on the fulfilment of certain conditions.The highest Bidder will be informed promptly of any such conditions that it needs to fulfil for the completion of the sale. The highest Bidder will be informed promptly of any conditions that it needs to fulfil for the completion of the sale. If the Bidder refuses to complete such conditions, including without limitation, if the Buyer refuses to fill in, sign and return the signed know-your-customer (KYC) form provided by Ans Azura, to present to Ans Azura a copy of a valid identification document (national identification document, passport or other valid identification document, if the Buyer is a natural person or a certificate of incorporation or an equivalent of such a document, if the Buyer is a legal entity) or to present to Ans Azura any required KYC and AML documents on matters such as the source of funds of the Buyer and the beneficial owner of the Buyer and enabling Ans Azura to determine beyond doubt that the Buyer is not subject to any sanctions or restrictions for acquiring the Property and that the funds for the Purchase Price and applicable Buyer’s Expenses originate from legitimate sources, Ans Azura may at its sole discretion, decide to cancel the sale of the Property to such Bidders.
4.15 Buyers will inform Ans Azura whether they will collect the Property personally or whether Ans Azura should arrange the shipping of the Property, in which case they will provide Ans Azura with their delivery details no later than 5 business days (i.e. any day which is not a Saturday or a Sunday or a public holiday in Romania, hereinafter “Business Day”) as of the date of the auction. The Buyer will bear all shipping and insurance expenses, and any other fees or taxes applicable to the sale, as per paragraph 4.9 above.
4.16 Prospective Bidders are deemed to have verified any exportation and importation regulations applicable in relation to the Property prior to bidding. Bidders and Buyers are solely responsible to comply with any such regulations and to obtain any licences, permits or authorisations required thereunder and accept that they will not have the right to cancel the purchase of the Property or to delay the payment of the full Purchase Price and applicable Buyer’s Expenses if they fail to obtain export or import licences, permits or any authorisations.
4.17 Bidders and Buyers accept that technical problems beyond Ans Azura’ reasonable control may occur while using the Online Platform. Ans Azura does not bear any responsibility towards Bidders or Buyers in connection to any technical problems including without limitation issues related to internet connection, software or the quality of digital images which may occur during the auction.
4.18 Ans Azura does not bear any liability towards Bidders or Buyers in relation to any actions taken under this paragraph 4. Subject to the provisions of paragraph 14, Ans Azura cannot be held liable for any acts or omissions (negligent or otherwise) arising in relation to the conduct of the auction or the sale of the Property.
5. Disputes in Connection with the Auction / Private Sale / Curated Exhibition and Unsold Property
5.1 If a dispute or an error or any other disruptive event arises during or immediately after the date of the auction / private sale / curated exhibition, Ans Azura may at its sole discretion:
5.1.1 validate the successful Bidder, in the case of auction; or
5.1.2 cancel the sale of the Property, in the case of auctions / private sales / curated exhibitions;
and take any and all other actions it reasonably deems appropriate in such circumstances.
5.2 Bidders or Buyers claiming that Ans Azura committed an error when validating the successful bid have to provide a written notice to Ans Azura within 3 Business Days as of the date of the auction.
5.3 After analysing such claim, Ans Azura may at its sole discretion:
5.3.1 reoffer the Property for sale in another auction or sell the Property at a private sales or curated exhibition; or
5.3.2 cancel the sale of the Property;
and take any and all other actions it reasonably deems appropriate in such circumstances.
5.4 Ans Azura’s decision taken as per paragraph 5.3 above will be notified to the Bidder or Buyer who made the claim within 3 Business Days as of the date on which the decision was taken.
5.5 Ans Azura does not bear any responsibility towards Bidders or Buyers in relation to any actions taken under this paragraph 5.
6. Private Sales and Curated Exhibitions
6.1 Bidders and Prospective Buyers may purchase the Property offered for sale at a private sale or a curated exhibition by accessing the private sales or the curated exhibitions section of the Ans Azura platform. When a Property is listed in these sections the references to the Purchase Price in these Terms and Conditions is a reference to the listed price of the Property or the price of the Property provided upon request by Ans Azura to prospective Buyers (the "Sale Price") plus 15% Buyer's Premium.
6.2 Paragraphs 4.12 - 4.18 apply accordingly in the case of private sales and curated exhibitions.
6.3 Ans Azura does not bear any liability towards Buyers in relation to any actions taken under this paragraph 6. Subject to the provisions of paragraph 14, Ans Azura cannot be held liable for any acts or omissions (negligent or otherwise) arising in relation to the conduct of the sale or the sale of the Property.
7. Payment
7.1 Ans Azura will send the invoice for the Purchase Price and applicable Buyer’s Expenses to the Buyer by e-mail, after the Buyer fills in, signs and returns the fully executed know-your-customer (KYC) form provided by Ans Azura and provides a copy of a valid identification document to Ans Azura..
7.2 Buyers accept and agree to pay the Purchase Price and applicable Buyer’s Expenses within 10 Business Days as of the receipt of the invoice from Ans Azura (the “Payment Deadline”).
7.3 Payments are due in EUR and will be made by bank transfer into Ans Azura’s bank account mentioned on the invoice. The Buyer must specify the relevant auction number and the invoice number in the payment details.
7.4 Romanian residents will be invoiced in RON, at the exchange rate (EUR/RON) published by the National Bank of Romania on the date of the auction +3% by bank transfer into Ans Azura’s bank account mentioned on the invoice. The Buyer will specify the relevant auction number and the invoice number in the payment details.
7.5 Upon the Buyer’s request, payments may be done through a payment link provided by Ans Azura to the Buyer via email.
7.6 In all circumstances, if the amount paid by the Buyer to Ans Azura is to be reimbursed following the exercise of the right of withdrawal by Buyers who are consumers or on any legitimate grounds, such amount will be reimbursed on the bank account from which the Buyer has made the payment.
8. Artist Resale Royalty (‘Droit de Suite’)
8.1 The artist or the artist’s estate may be entitled to a royalty, as provided under certain local laws. Ans Azura has the right (but not the obligation) to collect any artist resale royalty which may apply in relation to the sold Property in favour of the artist / the artist’s estate, and to pay such royalty to the artist / the artist’s estate or to the collective management organisation authorised to collect the royalty.
8.2 The works of art which are subject to artist resale royalty rights ('droit de suite') are marked with an * in the description of the work of art. The amount of the royalties is calculated using a sliding scale of percentages of the Hammer Price, in accordance with the applicable legal provisions.
8.3 If Ans Azura decides to exercise its rights in accordance with paragraph 8.1 above, Ans Azura may collect the applicable artist royalty from the Buyer and will determine the artist resale royalty on the basis of the Sale Price which is the Hammer Price, in the case of auctions or the listed price of the Property or the price of the Property provided upon request by Ans Azura to prospective Buyers, in the case of private sales or curated exhibitions.
8.4 The Buyer acknowledges that the artist resale royalty may be subject to withholding tax to be determined on a case-by-case basis. The Buyer undertakes to bear such withholding tax if, according to the applicable law, the Buyer is liable to pay it and also accepts that Ans Azura may elect to pay such withholding tax on its behalf.
9. Remedies for Non-Payment
9.1. If the Buyer fails to pay the Purchase Price and applicable Buyer’s Expenses in full and cleared funds by the Payment Deadline, Ans Azura may at its sole discretion:
9.1.1 cancel the sale of the Property; and/or
9.1.2 initiate legal proceedings against the Buyer in order to recover the Purchase Price and the Buyer’s Expenses, the delay payment penalties and to cover any damages incurred as a result of the non-payment, including, without limitation, the costs of legal proceedings; and/or
9.1.3 decline the registration of the Buyer for future auctions or render the Buyer’s registration for future auctions conditional upon the payment of a deposit;
and take any and all other actions it reasonably deems appropriate in such circumstances.
9.2 Ans Azura may set off any outstanding amounts which were not paid by the Buyer to Ans Azura against any outstanding amounts which were not paid by Ans Azura to the Buyer. For the avoidance of any doubt, Ans Azura may settle any claims it may have against any unpaid amounts by the Buyer, even if such claims arise in relation to a different Property, or in relation to any of the Buyer’s obligations under the agreement concluded with respect to the Property or under a different agreement.
10. Transfer of Ownership and Risk
10.1 The ownership over the Property will be transferred to the Buyer when Ans Azura receives from the Buyer the Purchase Price and applicable Buyer’s Expenses payable by the Buyer in full and cleared funds.
10.2 Risk and responsibility in relation to the Property will be transferred to the Buyer upon the handover of the Property to the Buyer or its representatives (including any agent appointed by the Buyer for such delivery or, in the absence of an appointed agent, the shipment company appointed by the Buyer or by Ans Azura on behalf of the Buyer).
10.3 If, before the Property is handed over to the Buyer or its representatives, the Property is damaged, destroyed, stolen or for whatever reason cannot be handed over to the Buyer in a condition substantially similar to that existing at the time of the auction / private sale / curated exhibition, Ans Azura will refund the Buyer the Purchase Price within 30 days as of the date on which the Property was destroyed, stolen or the cause for which it cannot be handed over to the Buyer has occurred. The Buyer accepts and agrees that in such circumstances, the only remedy and recourse available to him against Ans Azura and the Seller is the refund of the Purchase Price.
11. Storage and Collection of the Property, Transport and Shipping
11.1 Bidders and Buyers accept and agree that, until collection by the Buyer, the Property will be stored in storage facilities which are generally outside Ans Azura’s storage facilities. Such location may be controlled exclusively by the Seller or by a third party. Ans Azura and the Seller or the third party may conclude a custody of goods agreement whereby Ans Azura, as depositor, will appoint the Seller or the third party as safekeeper of the Property until further notice.
11.2 The Property will be handed over to the Buyer or its representatives only after Ans Azura receives from the Buyer the Purchase Price and the Buyer’s Expenses payable by the Buyer in full and cleared funds. For the avoidance of any doubt, if the Property is stored as per paragraph 11.1 above at a location outside of Ans Azura’s control, the depositor of the Property will only release and hand over the Property to the Buyer in accordance with Ans Azura’s instructions and after Ans Azura’s written confirmation that it has received the Purchase Price and the Buyer’s Expenses payable by the Buyer in full and cleared funds.
11.3 The Buyer has to collect the Property or to instruct shippers to collect the Property within 20 Business Days as of the date of the auction under the condition that the Purchase Price and Buyer’s Expenses have been received by Ans Azura in full and cleared funds at the latest one day prior to the collection of the Property. When collecting the Property, the Buyer or any other person instructed by the Buyer to collect the Property must present to Ans Azura, the Seller or the person entrusted by Ans Azura or the Seller a valid identification document.
11.4 The Property will be shipped pursuant to the Buyer’s delivery instructions provided by the Buyer to Ans Azura upon payment. When the Property is stored as per paragraph 11.1 above, Ans Azura will provide such instructions to the Seller or the third party safekeeper of the Property.
11.5 The Buyer bears any and all packing, crating, transportation, customs duties, shipping, shipping insurance or other costs and applicable taxes related to the shipment of the Property. In all circumstances, transportation of the Property is under the Buyer’s risk.
11.6 Ans Azura bears no responsibility for delays in shipping caused by the Seller, the shipper, customs duties or any other third parties or for the acts or omissions of handlers or shippers contracted by the Buyer or other such service providers even if such acts or omissions cause losses or damages to the Property.
12. Cancelling the Sale of the Property
12.1 Ans Azura may cancel the sale of the Property if:
12.1.1 there is a misrepresentation or breach of any warranty undertaken by the Seller as per the agreement concluded between Ans Azura and the Seller;
12.1.2 Ans Azura becomes aware of any reasons for which the Buyer is entitled to cancel the sale as per paragraph 15 below because the Property is not authentic;
12.1.3 Ans Azura considers that the sale of the Property may render Ans Azura or the Seller liable to any third party or may damage Ans Azura’s reputation;
12.1.4 a third party has an adverse claim including but not limited to a claim to ownership of the Property;
12.1.5 the prospective Buyer has failed to present all the fully executed KYC form and all additional required KYC and AML required documents enabling Ans Azura to determine beyond doubt that the prospective Buyer is not subject to any sanctions or restrictions for acquiring the Property and that the funds for the Purchase Price and applicable Buyer’s Expenses originate from legitimate sources;
12.1.6 there is any other ground which Ans Azura reasonably considers to justify the cancellation of the sale of the Property; or
12.1.7 there is any other situation entitling Ans Azura to cancel the sale under these Terms and Conditions or the applicable law.
12.2 Ans Azura will inform the Buyer about the cancellation of the sale by written notice and the Buyer must return the Property to Ans Azura (in accordance with Ans Azura’s written instructions) within 10 Business Days as of the receipt of such written notice.
12.3 After the Property was returned to Ans Azura (in accordance with Ans Azura’s written instructions), if the Purchase Price has been paid, Ans Azura will refund the Buyer the Purchase Price. The Buyer accepts and agrees that in such circumstances, the only remedy and recourse available to him against Ans Azura and the Seller is the refund of the Purchase Price.
13. Rights of Withdrawal
13.1 In accordance with the applicable EU and Romanian consumer protection laws, Buyers who are consumers may exercise the right to withdraw from the sale agreement concluded with respect to the Property within 14 days after the Buyer (other than the carrier) acquired physical possession of the Property.
13.2 Such right of withdrawal does not apply if the Seller is a private individual.
13.3 Consumers may access information on their right of withdrawal and the effects of withdrawal, as well as the model of the withdrawal form that may be used in order to inform Ans Azura that they are exercising their right of withdrawal on the Online Platform at ansazura.com/en/consumers-protection.
14. Limitation of Liability
14.1. Except as provided in clause 15, Ans Azura may be held liable only for the acts and omissions pertaining to its role as owner of the Online Platform and shall not incur any liability on behalf of or in connection to the Seller or the sale of the Property.
14.2 The total amount of Ans Azura’s and the Seller’s liability either in contract, in tort or otherwise, arising in relation to the sale or contemplated sale of the Property will not be higher than the Purchase Price paid in full and cleared funds by the Buyer.
14.3 Neither Ans Azura, nor the Seller will be liable towards Bidders or Buyers for any indirect loss, incidental or consequential loss, loss of profits, business opportunities or of anticipated savings to the maximum extent permitted by the applicable law.
14.4 All representations and warranties, other than the ones which were explicitly accepted under these Terms and Conditions, are excluded by Ans Azura to the maximum extent permitted by the applicable law.
14.5 Nothing in these Terms and Conditions shall have the effect of limiting, restricting or excluding any liability of Bidders, Buyers, the Seller or Ans Azura in respect of a claim arising as a result of their fraud, wilful misconduct or wilful omission or gross negligence or for death or personal injury caused by negligent acts or omissions as per the applicable law.
15. Ans Azura as Guarantor of the Authorship of the Property
15.1 When the Property’s description on the Online Platform is provided in UPPERCASE LETTERS, Ans Azura acts as guarantor for the authorship of the Property for 3 years as of the date of the auction or private sale or sale in a curated exhibition. Ans Azura acts as guarantor under this paragraph 15.1 solely for the benefit of the Buyer and does not act as guarantor for the benefit of any other third party.
15.2 Ans Azura does not act as guarantor in the conditions provided under paragraph 15.1 if:
15.2.1 on the date of the auction / private sale / sale in a curated exhibition, the Property’s description on the Online Platform was consistent with the generally accepted opinion(s) of specialist(s) or other expert(s);
15.2.2 on the date of the auction / private sale / sale in a curated exhibition, the Property’s description on the Online Platform indicated that there was a conflict of opinions regarding the authorship of the Property;
15.2.3 the authorship of the Property is contested by means or tests which on the date of the auction / private sale / sale in a curated exhibition were not generally accepted for use, were unreasonably expensive or impractical to use or in Ans Azura’s reasonable opinion could have possibly caused damages to the Property or loss in its value;
15.2.5 additional information was acquired or developed since the auction, which was not reasonably accessible to Ans Azura at the time of the auction and which lead to the authorship being challenged after the auction;
15.2.6 if the Property can only be shown not to be authentic by a scientific process which, on the date Ans Azura published the auction details, was not available or generally accepted for use, or which was unreasonably expensive or impractical, or which was likely to have damaged the Property;
15.2.7 the value of the Property is not materially lower than the value it would have had, had the description on the Online Platform been accurate;
15.2.8 the Buyer sold the Property to any third-party.
15.3 Prior to bringing a claim under this paragraph 15, the Buyer who contests the authorship of the Property will:
15.3.1 provide Ans Azura with a written notice whereby it specifies the grounds of its claim, the relevant auction number / date of private sales or curated exhibition and identification number of the Property. The Buyer must provide such notice to Ans Azura no later than 3 months as of the date it became aware of the information which led him to bring a claim; and
15.3.2 return the Property to Ans Azura in the condition it was as at the date of the auction and warrant that there are no third-party claims with respect to the Property of which the Buyer is aware.
15.4 Ans Azura may waive any of the conditions set out under paragraph 15.3 at its sole discretion.
15.5 Subject to the other conditions set out under this paragraph 15, Ans Azura may cancel the sale and refund the paid Purchase Price to the Buyer within 60 days as of the date on which the lack of authenticity of the Property is prooven beyond reasonable doubt. The Buyer accepts and agrees that the remedy provided under this paragraph 15 is its only remedy and recourse against Ans Azura when Ans Azura acts as guarantor for the authorship of the Property, Ans Azura and the Seller may not be held liable for any damages arising from the breach of the authorship guarantee which exceed the amount of the Purchase Price paid in full and cleared funds by the Buyer, irrespective of whether such damages are direct or indirect, incidental or consequential, represent a loss of profits, business opportunities or of anticipated savings.
15.6 As a condition to cancelling the sale of the Property under this paragraph 15, Ans Azura may require the Buyer to provide the opinions of two recognised experts in the field. Ans Azura and the Buyer will mutually agree upon which experts will the Buyer contact to this end.
15.7 The Buyer will bear the costs of the expert opinions requested as per paragraph 15.6 above. If Ans Azura agrees to cancel the sale of the Property and the amount of the costs borne by the Buyer were previously approved by Ans Azura, such pre-approved costs will be refunded to the Buyer.
15.8 For the avoidance of doubt, Ans Azura will not be definitively bound by any expert opinions provided by the Buyer and may request additional expert opinions at its own expense and retains the rights to challenge the expert opinions presented by the Buyer in court.
15.9 Any other claims that the Buyer may have in respect of an acquired Property shall be addressed directly against the Seller.
16. Taxes
16.1 The Buyer will bear any taxes imposed on the sale of the Property that are personal to the Buyer.
16.2 Any taxes that may be withheld or applied in relation to the buying of the Property will be determined on a case-by-case basis, taking into account details such as: the tax residence of the Buyer and of the Seller, the status of the Seller (legal entity / natural person) the location of the Property at the time of the sale and the place for its delivery to the Buyer etc. Any taxes determined as applicable in connection with a specific sale will be borne by the Buyer to the extent required by law and if such taxes are subject to withholding, withheld and paid to the authorities by Ans Azura.
17. Confidentiality
17.1 Ans Azura keeps the identity of Bidders and Buyers confidential during auctions and only displays their respective paddle numbers. Ans Azura keeps the identity of Buyers of works of art purchased at private sales or curated exhibitions confidential.
17.2 For the avoidance of any doubt, the provisions of paragraph 17.1 above will not apply to any information concerning Bidders or Buyers provided by Ans Azura to its legal, financial or other professional advisors and insurers, or to its own employees, officers, shareholders and directors, or to information which Ans Azura must disclose pursuant to applicable legal provisions or rely upon in order to perform its obligations under these Terms and Conditions.
18. Assignment of Rights and Responsibilities
18.1 Bidders and Buyers may grant a security over or assign their rights or responsibilities under these Terms and Conditions only with Ans Azura’s prior written consent. Nonetheless, these Terms and Conditions will be binding on the Bidders’ or Buyers’ estate, heirs and anyone who takes over their responsibilities by effect of the applicable law (e.g. in case of death, incapacity etc.).
18.2 Ans Azura may assign its rights under this Agreement in connection with any Property under this Agreement to the companies within Ans Azura’s group.
19. Data Protection
19.1 Bidders, Buyers, and Ans Azura consent to comply with the data protection provisions applicable in the country of incorporation of Ans Azura.
19.2 Bidders and Buyers agree that Ans Azura will hold and process their personal data in accordance with Ans Azura’s Privacy Policy, available on the Online Platform, as amended or updated from time to time.
20. Identification of Bidders and Buyers
20.1 Bidders and Buyers confirm that their name, address and other identification data provided to Ans Azura are true and accurate.
20.2 Bidders and Buyers agree to provide Ans Azura with any information and documents Ans Azura may reasonably need in order to comply with its client identification and registration procedures, including without limitation procedures required under Ans Azura’s Anti-Money Laundering Policy and any applicable anti-money laundering laws. Failure to provide such information may lead to the Bidder’s / Buyer’s disqualification from the auction, either before or after the auction has taken place.
20.3 Prospective Buyers accept that they have to fill in the a know-your-customer (KYC) form before the establishment of the business relationship or the carrying out of the transaction and to provide Ans Azura with a copy of a valid identification document (and certificate of incorporation or an equivalent of such a document, if the Seller is a legal entity), as required by the applicable laws on anti-money laundering and countering the financing of terrorism.
20.4 Bidders and Buyers confirm that all information and documents provided to Ans Azura are true and accurate and are originals or true copies of the originals.
20.5 The provisions of paragraphs 4.11 and 12.1.5 remain applicable.
21. Copyright
21.1 Ans Azura holds the copyright in connection with all images, photographs, recordings, written materials and any other materials created by or for Ans Azura in connection with the auction/private sale/curated exhibition. Such images, written materials and any other materials are and will remain at all times Ans Azura’s property and may be used by Bidders, Buyers or any third party only with Ans Azura’s prior consent.
21.2 The Buyer acknowledges the rights granted by the Seller (or any third-party holding such rights) to Ans Azura over the images, photographs, recordings, written materials and any other materials in relation to the Property including the right to use such images, photographs, recordings, written materials and any other materials in relation to the Property by any means and in any manner it considers appropriate, to permanently store them and develop derivative works from the images, photographs, recordings, written materials or any other materials in relation to the Property, as Ans Azura deems appropriate, before or after the auction/private sale/curated exhibition, subject to the provision of the applicable law. The Buyer acknowledges the directly linked benefits arising from the public display of the Property on the Ans Azura Platform (including without limitation the public promotion and marketing for the future sale of the Property), and to the extent required by the applicable law, agrees in its own name (and undertakes to ensure that its successors will agree) to grant Ans Azura – starting from the date when the Buyer becomes the owner of the Property - the same rights over the images, photographs, recordings, written materials and any other materials in relation to the Property as previously agreed to by Seller (or any third-party holding such copyrights). These rights are non-exclusive, territorially, unlimited and valid for the maximum term allowed by the law, Ans Azura having the right to assign them further to third parties.
22. Notices
22.1. Notices to Ans Azura will be sent to
To: Ans Azura S.R.L. (trading under the name Ans Azura)
Address: 3A Emanoil Porumbaru Street, 2nd Floor, District 1, Bucharest, Romania
E-mail: ansazura@ansazura.com
22.2 Notices to Bidders and Buyers will be addressed to the last address or e-mail address provided by them to Ans Azura in relation to their respective account on the Online Platform.
22.3 Notices may be sent in physical form with confirmation of receipt or by e-mail.
23. Other Conditions
23.1 The record of sale (Ans Azura’s records which relate to the sale) will be taken as absolute and final in all disputes. In the event of a discrepancy between any online records or messages provided to you and the record of sale, the record of sale will govern where record of sale is Ans Azura’s records on sales based on the information processed and registered on the Online Platform.
23.2 These Terms and Conditions (together will all the documents referred to herein) constitute the entire agreement and understanding between Bidders or Buyers and Ans Azura with respect to the Property and replace and supersede any and all prior agreements, undertakings or statements between Bidder or Buyers and Ans Azura related to the Property.
23.3 If any of the provisions of these Terms and Conditions are held to be illegal, invalid or unenforceable in whole or in part, the legality, validity and enforceability of the remainder of these Terms and Conditions shall not be affected and shall remain in full force and effect.
23.4 Any provision of these Terms and Conditions that is expressly intended to be effective or continue to be effective on or after the termination of the agreement between Bidders, Buyers and Ans Azura shall remain in full force and effect until the expiry of the provided period.
23.5 These Terms and Conditions are executed in English. If Bidders, Buyers or Ans Azura are required to provide a translation of these Terms and Conditions to any third party, in case of discrepancies between the original English version and the translation or in case of any disputes in relation to these Terms and Conditions, the original English version will prevail.
23.6 Neither of Ans Azura, the Bidders, the Buyers, or the Sellers will be responsible for any failure to meet any obligation provided under these Terms and Conditions which is caused by circumstances beyond a party’s reasonable control. This includes, but is not limited to strikes, lock-outs, fire, flood, natural disasters, war, armed conflict, terrorist attack and nuclear and chemical contamination.
24. Governing Law and Dispute Resolutions
24.1 The rights and obligations of Bidders, Buyers and Ans Azura arising out of or in connection with these Terms and Conditions, including non-contractual obligations and any matters arising out of or in connection with these Terms and Conditions will be governed by and construed in all respects in accordance with the laws of Romania.
24.2 Any dispute or claims arising out of or in connection with these Terms and Conditions or in relation to any non-contractual obligations, which has not been amicably resolved by the parties within 30 days, shall be referred to and exclusively and finally settled under the Rules of Arbitration of the International Chamber of Commerce (“ICC”) by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration shall be Paris and the proceedings shall be conducted in English. No award or procedural order made in the arbitration shall be published.
24.3 Notwithstanding paragraph 24.2, Bidders and Buyers acknowledge that Ans Azura has the right to waive the exclusive jurisdiction in favour of ICC arbitration and initiate proceedings against Bidders or Buyers before the courts in the jurisdiction of domicile / incorporation of Bidders or Buyers.
