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AUCTION TERMS AND CONDITIONS OF SALE

Section 1: Interpretation and General Provisions

1.1 Hierarchy of Terms: Additional information applicable to the sale of any Lot may be set out in the Catalogue, in an insert, or in a notice displayed at the Auction venue (collectively, "Additional Terms"). To the extent that there is any inconsistency between these Terms and Conditions and the Additional Terms, the Additional Terms shall prevail. Furthermore, any verbal announcements made by the Auctioneer from the rostrum or via the bidding platform before or during the Auction shall take precedence over both these Terms and Conditions and any Additional Terms. You are responsible for reviewing all updates and should be alert to the possibility of last-minute changes..

1.2 Any contract governed by these Terms and Conditions shall be binding upon, and enure to the benefit of, the parties and their respective successors, personal representatives, and permitted assigns. Accordingly, any reference to a "party" shall be construed to include that party's successors, personal representatives, and permitted assigns.

1.3 Unless the context otherwise requires, words in the singular shall include the plural and vice versa. A "person" includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). References to one gender shall include a reference to the other genders.

1.4 Except where expressly provided otherwise, any reference to "writing" or "written" shall include email and any digital communication generated via the Auctioneer’s official bidding platform. It shall strictly exclude text messaging (SMS), WhatsApp, and other social media or instant messaging platforms. The parties agree that an electronic signature or an email from a registered address shall satisfy any requirement for a document to be "signed" or "in writing."

1.5 Any words following the terms "including", "include", "in particular", "for example", or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms. The ejusdem generis rule of construction shall not apply.

1.6 Unless the context requires otherwise, any reference to a statute or statutory provision is a reference to it as amended, extended, or re-enacted from time to time, and shall include all subordinate legislation made from time to time under that statute or statutory provision, as in force at the date of the Auction or the date of the Contract (as applicable).

1.7 Severability: If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms and Conditions. If any provision or part-provision is deemed deleted under this clause, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

Section 2: Auctioneer’s Role

2.1 In its capacity as Auctioneer, the Auctioneer acts solely as agent for and in the interests of the Seller. The Auctioneer’s primary obligation is to sell the Lot at the highest price obtainable at Auction to a Bidder. The Seller expressly authorises the Auctioneer to sell each Lot as its agent; save where the Auctioneer provides an express written declaration to the contrary, the Auctioneer acts only as agent for the Seller. The Auctioneer may, from time to time, act jointly with an associated Auctioneer who will be identified in the Catalogue or an Addendum.

2.2 As agents for each Seller, we have the express authority to: (a) Prepare the Catalogue using information supplied by the Seller; (b) Offer and sell each Lot; (c) Receive and hold Deposits as Agent for the Seller (and not as stakeholder), with the express right to apply such Deposits against any Hammer Price, Buyer’s Premium, or storage charges due; (d) Issue invoices and collect all sale proceeds.

2.3 Our decision regarding the conduct and management of the Auction is final and binding. We reserve the right to cancel the Auction, alter the order of Lots, or combine or divide any Lots. A Lot may be sold or withdrawn from sale at any time prior to the Auction without liability.

2.4 You acknowledge and agree that, to the maximum extent permitted by law, we owe you no duty of care and you shall have no claim against us for any loss, damage, or expense incurred.

2.5 The Auctioneer does not act for, nor provide any professional advice to, Buyers or Bidders. No fiduciary relationship exists between the Auctioneer and any Bidder.

2.6 Any statements made by the Auctioneer or its staff regarding a Lot, including the provision of condition reports, are made solely on behalf of the Seller. Bidders and Buyers who lack specialist expertise in the nature of the Lots are strongly advised to seek and obtain independent professional advice regarding the condition and value of any Lot before Bidding.

2.7 Any statement or representation made in respect of a Lot is made on the Seller’s behalf and not on our own, unless the Auctioneer is selling the Lot as principal. Any Contract of Sale is strictly between the Buyer and the Seller. If the Auctioneer acts as principal, this will be disclosed in the Catalogue, via an Addendum, an insert, or by an announcement at the Auction. The Auctioneer does not undertake or agree to any duty or responsibility in contract or tort (whether direct, collateral, express, implied, or otherwise). Upon a successful Bid, a collateral contract is formed between the Auctioneer and the Buyer (distinct from the Contract of Sale), the terms of which are set out herein.

2.8 We reserve the right to rescind or cancel the sale of a Lot if: (i) any warranties provided by you under these Terms and Conditions are inaccurate or cease to be accurate; (ii) we reasonably believe that completing the transaction is or may be unlawful; or (iii) we believe, at our sole discretion, that the sale may subject us or the Seller to legal liability or may damage our professional reputation.

Section 3: The Bidder

3.1 Unless the Auctioneer has acknowledged in writing, prior to the commencement of the Auction, that a Bidder is acting as an agent on behalf of a specifically named principal, every Bidder shall be deemed to be bidding as a principal and shall be personally liable for all obligations arising from a successful Bid.

3.2 Any Bidder acting as an agent on behalf of a named principal shall remain jointly and severally liable with that principal to both the Seller and the Auctioneer for all obligations, payments, and liabilities. The Bidder expressly warrants that they have the requisite authority from their principal to make each Bid and to bind the principal to these Terms and Conditions.

3.3 To comply with legal and regulatory requirements, every Bidder must provide their full name, permanent address, and satisfactory proof of identity, proof of address, and any further documentation required by the Auctioneer (such as "Know Your Customer" information) prior to Bidding. This applies as follows: (a) Live Auction: By the completion and signing of a physical registration form; (b) Online Auction: By digital registration via our website or an authorised third-party platform; (c) Private Treaty or Tender: By prior registration or formal notification of details as and when requested by the Auctioneer.

3.4 The Auctioneer reserves the right, at its absolute discretion, to reject any registration and refuse access to the Auction venue or bidding platform at any time. Failure to provide required documentation or information to the Auctioneer’s satisfaction may result in a refusal to register or the cancellation of a Bidder’s eligibility.

3.5 Upon registration, Bidders will be added to the Auctioneer’s database for the purpose of receiving notifications of future sales via email, in accordance with our Privacy Policy. Bidders may exercise their right to opt-out or "unsubscribe" at any time via the link provided in such communications.

3.6 The Bidder acknowledges that only individuals aged 18 years or older are capable of entering into a legally binding contract. By registering, the Bidder warrants and represents that they are aged 18 years or older, have the full legal capacity to contract, and are not subject to any legal disability or sanctions that would prevent them from participating in the Auction.

Section 4: Application of these Terms and Conditions

4.1 These Terms and Conditions shall apply to the sale of all Lots conducted by the Auctioneer, whether by Auction, Private Treaty, or Tender. No Bid may be submitted, and no participation in any sale is permitted, without the Bidder’s express and unconditional agreement to be bound by these Terms and Conditions.

4.2 The act of Bidding for any Lot shall be deemed an irrevocable acceptance by the Bidder of these Terms and Conditions. The Catalogue and any associated materials are issued by the Auctioneer, and received by you, strictly on the condition that you accept and agree to these Terms and Conditions in their entirety.

4.3 These Terms and Conditions, together with any Additional Terms and announcements made by the Auctioneer pursuant to Clause 1.1, govern the entirety of the relationship between the Auctioneer and the Bidder/Buyer. Save for verbal announcements or written notices issued by the Auctioneer at the time of sale, these Terms and Conditions cannot be varied, waived, or disapplied unless such variation is expressly agreed in writing and signed by a Director of the Auctioneer. These Terms and Conditions shall prevail over any terms which a Bidder may purport to apply under any purchase order or communication.

Section 5: Bidding and Reserve Prices

5.1 All Bids must be made in pounds sterling (£ GBP) and are exclusive of any applicable Buyer’s Premium, administration charges, or Value Added Tax (VAT), for which the Buyer shall be additionally liable.

5.2 The Auctioneer reserves the right, at its absolute discretion, to refuse to accept any Bid or to withdraw any Lot from sale without providing a reason for such refusal or withdrawal.

5.3 In the event of any dispute or confusion regarding the Bidding process, the Auctioneer’s decision shall be final and binding. The Auctioneer has the absolute right to settle the dispute, re-offer the Lot, or determine the successful Bidder as they see fit.

5.4 Unless expressly stated otherwise, each Lot is subject to a confidential Reserve Price. If no Bid meets or exceeds the Reserve Price, the Lot will be withdrawn. The Seller reserves the right to vary the Reserve Price at any time prior to the fall of the hammer.

5.5 Where a Reserve Price exists, the Seller (or the Auctioneer acting as the Seller's agent) reserves the right to Bid on the Seller’s behalf up to, but not including, the Reserve Price. You acknowledge and accept that any or all Bids up to the Reserve Price may be Bids placed by or on behalf of the Seller to protect their interest.

5.6 Any Guide Price (or range) provided is an indication of the minimum price at which the Seller may be prepared to sell at the time of publication. Guide Prices are subject to change and should not be relied upon as a statement of the Reserve Price. While the last published Guide Price is typically at or above the Reserve Price, the Seller may fix a final Reserve Price immediately prior to Bidding.

5.7 To Bid in person, you must complete and sign a registration form confirming your acceptance of these Terms and Conditions. Upon successful registration, you will be issued a numbered Bidding paddle. You are responsible for all Bids made using the paddle assigned to you.

5.8 Telephone Bidding: Requests for telephone bidding must be submitted via a signed registration form at least 24 hours prior to the Auction. This service is provided at the Auctioneer's discretion, is subject to availability, and may be restricted by Lot value. Telephone calls may be recorded for evidentiary purposes. The Auctioneer accepts no liability for failing to contact a telephone Bidder or for any loss resulting from an interrupted or failed connection.

5.9 Online Bidding: Bidders may participate via www.proauction.ltd.uk or authorised third-party platforms. The Auctioneer shall not be liable for any loss, claim, or damage resulting from service interruptions, internet delays, software malfunctions, or any other technical failure that prevents a Bidder from placing an online Bid.

5.10 These Terms and Conditions apply to all methods of Bidding, including but not limited to Bids made in person, via telephone, via the Auctioneer’s website, or via third-party platforms.

5.11 Alternative bidding methods, such as Absentee (Proxy) Bidding, may be available. Any such Bids are subject to these Terms and Conditions and any additional rules specified in the Catalogue or an Addendum. The Auctioneer does not guarantee the execution of an absentee bid and shall not be liable for any failure to do so.

Section 6: The Particulars and Other Information

6.1 The Auctioneer has taken reasonable care in the preparation of the descriptions and particulars for each Lot. However, such particulars are based exclusively on information supplied by or on behalf of the Seller. The Bidder acknowledges that the Auctioneer has not carried out a physical inspection or exhaustive due diligence on the Lot, and it is the Bidder's sole responsibility to verify the accuracy of the information provided in the particulars prior to Bidding.

6.2 The particulars of any Lot, along with the specific sale conditions applicable to that Lot, are subject to change at any time prior to the Auction. It is the Bidder’s responsibility to ensure they have reviewed the most current versions of the Catalogue, any Addendum, and any notices displayed at the Auction venue or on the website.

6.3 Where the Auctioneer provides information, condition reports, or copies of documents (including but not limited to titles, certificates, or service records) provided by third parties, such information is provided for guidance only. The Auctioneer provides no warranty or representation as to the accuracy, completeness, or authenticity of such information or documents and accepts no liability for any inaccuracies or omissions therein.

Section 7: The Successful Bid

7.1 A successful Bid is formed when the Auctioneer acknowledges the highest Bidder as the Buyer. This normally occurs upon the fall of the hammer, but the timing and determination of the successful Bidder remain at the absolute discretion of the Auctioneer.

7.2 Upon making a successful Bid, the following conditions shall immediately apply: (a) Binding Obligation: You are legally and irrevocably obliged to purchase the Lot at the Hammer Price, plus the Buyer’s Premium and any applicable administration or storage charges. Value Added Tax (VAT) shall be payable on the Hammer Price and all associated charges at the prevailing rate. (b) Post-Auction Requirements: Before leaving the Auction venue (or, for online sales, within the timeframe specified in the Catalogue), you must: (i) AML Vetting: The Buyer must provide all information required for AML compliance within 24 hours of the Auction. If the Auctioneer, in its sole discretion, is not satisfied with the Buyer’s identity verification or the explanation regarding the Source of Funds, the Auctioneer may rescind the sale immediately without liability to the Buyer. In such cases, the Lot may be re-offered, and the Buyer shall be liable for any shortfall in price and the costs of resale; (ii) Pay a Deposit if requested by the Auctioneer (which may be up to 25% of the total purchase price). (c) The Deposit and Payment Security: (i) Status of Deposit: Any Deposit paid shall be held by the Auctioneer as Agent for the Seller. The Buyer expressly agrees that the Auctioneer may release the Deposit to the Seller or retain it against the Auctioneer’s own commission and expenses immediately upon any breach of contract by the Buyer. (ii) Non-Refundable Nature: Once the hammer falls, the Deposit is non-refundable. It serves as a guarantee of the Buyer’s performance of the Contract. (iii) Cross-Collateralization: The Auctioneer reserves the right to apply any Deposit or partial payment received from the Buyer toward any outstanding debt owed by that Buyer on any Lot, including storage fees or interest, regardless of which Lot the payment was originally intended for.(iv) Payment Method: Deposits must be paid in GBP (£) via bank transfer or approved debit card. The Auctioneer reserves the right to refuse any payment method that carries a high risk of "chargeback" (such as certain credit cards) to protect the integrity of the sale.

(d) Default and Liability: If the Buyer fails to comply with any obligations under the Contract of Sale or these Terms and Conditions: (i) You remain personally liable to complete the purchase of the Lot, notwithstanding that you may have been acting as an agent for a third party; (ii) You shall indemnify and keep indemnified both the Auctioneer and the Seller against all losses, damages, costs (including legal fees), and expenses incurred as a direct or indirect result of your default. (e) Corporate Warranties: Where the Buyer is a company or corporate entity, the individual placing the Bid warrants that the Buyer is a validly existing legal entity, is properly constituted, and possesses the full corporate power and authority to purchase the Lot.

Section 8: Title and Risk

8.1 Passing of Risk: The Risk of loss or damage to the Lot shall pass to the Buyer immediately upon the fall of the hammer (or at the moment the Auctioneer acknowledges the successful Bid). From this moment, the Buyer is solely responsible for insuring the Lot and neither the Auctioneer nor the Seller shall be liable for any subsequent loss, theft, damage, or destruction of the Lot, howsoever caused.

8.2 Passing of Title: Legal and beneficial ownership (Title) of the Lot shall not pass to the Buyer until the Auctioneer has received the Hammer Price and all associated Buyer’s Premiums, VAT, and charges in full and in cleared funds.

8.3 Storage and Removal: (a) The Buyer shall, at their own expense, collect the Lot from the Auction venue or the specified location within the timeframe set out in the Catalogue or as otherwise announced. (b) Until the Lot is collected, the Auctioneer reserves the right to charge reasonable storage and administration fees, for which the Buyer shall be liable. (c) The Buyer is responsible for all costs and risks associated with the dismantling, loading, and transport of the Lot. The Auctioneer shall not be liable for any damage caused to the Lot or the venue during the removal process.(d) AML Clearance Delay: The Buyer acknowledges that AML and SoF verification can take time. The Auctioneer shall not be liable for any storage costs, transport delays, or business losses incurred by the Buyer during the period in which the Auctioneer is conducting mandatory due diligence.

8.4 Lien and Right of Resale: The Auctioneer shall have a general and particular lien over any Lot sold to the Buyer until all sums due from the Buyer have been paid in cleared funds. If the Buyer fails to pay for or collect the Lot within the specified period, the Auctioneer may, at its absolute discretion and without prejudice to any other rights, rescind the sale and/or resell the Lot by auction or private treaty. The defaulting Buyer shall be liable for any shortfall in the resale price plus all costs associated with the resale.

Section 9: Buyer’s Premium, Taxes, and Artist’s Resale Right

9.1 In addition to the Hammer Price, the successful Bidder agrees to pay a Buyer’s Premium. This is calculated at 24% of the Hammer Price for each Lot sold, plus VAT at the prevailing rate.

9.2 VAT is applicable to the Buyer’s Premium and any other service charges and is payable by the Buyer in full.

9.3 The prevailing rate of VAT is currently 20%. This is subject to government variation, and the rate applied will be the statutory rate in force on the date of the Auction.

9.4 Overseas Buyers: All overseas Buyers will be charged VAT at the prevailing UK rate on each Lot purchased. VAT refunds are not automatic and depend on the specific circumstances of the Buyer and the provision of valid export evidence (such as a Bill of Lading). It is the Buyer’s sole responsibility to apply for and satisfy the requirements for any VAT refund. The Auctioneer and Seller are unable to refund VAT on the Buyer’s Premium under any circumstances.

9.5 Ex Works (EXW): All Lots are sold Ex Works (Incoterms 2020) from the collection address specified. The Buyer is responsible for all costs and risks of loading and transporting the goods from the Seller's or Auctioneer's premises.

9.6 Export and Duties: Neither the Auctioneer nor the Seller shall be responsible for any VAT, customs duties, goods and services tax (GST), or other sales or import taxes arising from the exportation of goods from the UK or importation into another territory. The Buyer is responsible for all export/import tariffs and documentation. Overseas Buyers are strongly advised to appoint a professional freight forwarding agent to manage export formalities.

9.7 Artist’s Resale Right (ARR): Under the Artist’s Resale Right Regulations 2006 (as amended), certain Lots may be subject to a royalty payable to the artist or the artist’s estate upon resale. Where ARR applies, the Buyer shall pay an additional sum equal to the royalty. The Auctioneer shall collect this sum from the Buyer and remit it to the relevant collecting society (e.g., DACS or ACS).

9.8 ARR applies if the Hammer Price (excluding VAT and Buyer's Premium) is £1,000 or more. In accordance with UK law, the previous Euro (€) thresholds have been replaced with Sterling (£) values.

9.9 Royalties are calculated on a cumulative sliding scale based on the Hammer Price in Pounds Sterling (£). The total royalty for any single Lot is capped at £12,500.

9.10 The royalty rates, subject to the €12,500 cap, are as follows: (a) 4% on the portion of the price up to £50,000;(b) 3% on the portion between £50,000.01 and £200,000; (c) 1% on the portion between £200,000.01 and £350,000; (d) 0.50% on the portion between £350,000.01 and £500,000; (e) 0.25% on the portion exceeding £500,000.

9.11 While the Buyer is invoiced for the ARR, the Buyer acknowledges that under the Regulations, the Auctioneer and the Seller are jointly and severally liable for the payment. The Buyer hereby indemnifies the Auctioneer against any failure by the Buyer to pay the ARR sum, and the Auctioneer reserves the right to withhold the Lot until the ARR royalty is paid in full.

Section 10: Payment

10.1 Immediately following the conclusion of the Auction, the Buyer shall be liable to pay the Total Purchase Price, comprising: (a) The Hammer Price; (b) The Buyer’s Premium (as specified in Section 9); (c) All additional service charges, including but not limited to lift-out, dismantling, storage, or Artist’s Resale Right royalties; and (d) All applicable duties, tariffs, taxes, and VAT.

10.2 Due Date: Unless otherwise agreed in writing by the Auctioneer, payment is due in full within 24 hours of the Auction date, or no later than the day following the issuance of the invoice (the "Due Date"). Time for payment shall be of the essence.

10.3 Payment Source: Payment will only be accepted from the registered Bidder. To comply with Anti-Money Laundering regulations, the Auctioneer will not accept payments from third parties. Once an invoice is issued, the Buyer’s name cannot be amended or the invoice re-issued to a different entity. The obligation to pay is absolute and is not contingent upon the issuance of export licences or the arrangement of shipping.

10.4 Currency and Bank Transfers: All Lots must be paid for in the currency stated on the invoice. (a) The Auctioneer’s preferred payment method is via Electronic Bank Transfer. (b) Bidders must quote their Paddle Number and Invoice Number as the payment reference. Account Name: Pro Auction Limited | Bank: Barclays Bank Plc | Account No: 80193151 | Sort Code: 20-05-12 | IBAN: GB02 BUKB 2005 1280 1931 51 | SWIFT: BUKBGB22 (c) The Buyer is responsible for all bank charges. The net amount received in the Auctioneer’s account, after all fees and currency conversions, must not be less than the total Sterling (£) amount stated on the invoice.

10.5 Alternative Payment Methods: (a) Cash: Limited to a maximum of £7,500.00 per Bidder per Auction (subject to the Auctioneer’s right to refuse cash for any reason). (b) Card Payments: Visa and Mastercard debit or credit cards are accepted, subject to any verification checks required by the Auctioneer.

10.6 Late Payment and Interest: If the Buyer fails to make payment by the Due Date, then without prejudice to any other right or remedy, the Buyer shall pay interest on the unpaid amount at a rate of 8% per annum above the Bank of England base rate. Such interest shall accrue on a daily basis from the Due Date until the date of actual payment in full, whether before or after judgment.

10.7 Security for Payment: Until the Buyer has satisfied all payment obligations in full: (a) Title to the Lot shall remain with the Seller (as per Section 8); (b) The Seller and/or the Auctioneer shall exercise a Lien over any Lot(s) purchased by the Buyer; (c) If the Buyer purports to resell or dispose of the Lot, the Buyer shall hold the proceeds of such sale on Trust for the Seller to the extent of the outstanding debt.

10.8 Online Bidding Authorization: For Bidders participating via online platforms, the Auctioneer reserves the right to automatically charge the registered payment card for the full invoice amount (or any part-payment/deposit) at any time following the Auction without further notice to the Buyer.

10.9 Lift-Out and Side-of-Vehicle Delivery:  Where indicated in the Special Conditions of Sale or the Lot description, a mandatory "Lift-Out Charge" shall apply. This charge covers the professional dismantling, disconnection, and transit of the Lot from its fixed location to the immediate vicinity of the Buyer's transport vehicle. (b) Delivery Boundary: The Auctioneer’s obligation under the Lift-Out Charge extends only to delivering the Lot to the side of the Buyer's vehicle. The Auctioneer and its contractors are strictly prohibited from loading the Lot into or onto the Buyer's vehicle, or securing the load for transit. (c) Buyer’s Loading Responsibility: The Buyer is solely responsible for the final lift, positioning, and securing of the Lot onto their vehicle. The Buyer must provide their own suitably qualified labor and equipment (e.g., hiab, crane, or straps) for the actual loading process. (d) Fees, Commission, and VAT: The Lift-Out Charge is non-negotiable and attracts a commission at the same rate as the Buyer’s Premium. VAT is mandatory and shall be applied to both the Lift-Out Charge and the associated commission.(e) External Links: Where specific rates are hosted via an external link provided in the Special Conditions, the Buyer is deemed to have accepted these rates upon the fall of the hammer.

Section 11: Failure to Pay

11.1 If the Total Purchase Price for a Lot is not paid in full by the Due Date, the Seller shall be entitled—with the prior written agreement of the Auctioneer but without further notice to the Buyer—to exercise one or more of the following rights and remedies: (a) Termination: To terminate the Contract of Sale immediately for fundamental breach of contract; (b) Resale: To resell the Lot by Auction, private treaty, or any other means. This right is exercisable following three (3) days' written notice to the Buyer. If the resale results in a lower price than the original Hammer Price, the original Buyer shall remain liable for the balance, plus all costs of the resale; (c) Retention: To retain possession of the Lot until all outstanding sums are cleared; (d) Storage: To remove and store the Lot at the Buyer’s sole expense and risk; (e) Legal Action: To commence legal proceedings for the recovery of the debt, damages for breach of contract, and all associated legal costs; (f) Interest: To charge interest on all outstanding monies (both before and after any judgment) at the rate of 8% per annum above the Bank of England base rate, calculated on a daily basis from the Due Date until payment is received in full; (g) Repossession: To repossess the Lot (or any part thereof) where Title has not yet passed. The Buyer hereby grants an irrevocable licence to the Seller, the Auctioneer, and their authorized agents to enter any premises where the Lot is believed to be stored for the purpose of recovery. The Buyer shall be liable for all costs associated with such recovery. Where the Lot is stored on a third-party site, the Buyer shall facilitate immediate access for the Auctioneer. The Auctioneer shall not be liable for any damage necessarily caused to the premises or surroundings during the removal of a Lot that the Buyer has failed to collect. (h) Cross-Auction Lien: To retain possession of any other property sold to the Buyer by the Seller at any other Auction or via private treaty until all sums due under this Contract are paid; (i) Contractual Lien and Sale: To exercise a general lien over any of the Buyer’s other property in the possession of the Seller or Auctioneer. Upon one (1) month’s written notice, the Auctioneer may sell such property without reserve and apply the proceeds toward the Buyer’s outstanding debt; (j) Rescission of Other Contracts: To rescind any other contract of sale existing between the Seller and the Buyer and apply any deposits or payments received for those goods toward the satisfaction of the debt owed under this Contract.

11.2 Indemnity for Enforcement: The Buyer agrees to indemnify the Seller and the Auctioneer on a full indemnity basis against all legal fees, enforcement costs, storage charges, and losses incurred as a result of the Buyer’s default. This includes any sums the Seller must pay the Auctioneer to release a Lot for resale. Interest shall accrue on these costs at the rate specified in Clause 11.1(f).

11.3 Account of Profits: In the event of a resale under this Clause 11, if the new sale price exceeds the original debt plus all costs and expenses, the Seller shall account to the original Buyer for the remaining balance within 28 days of receiving the cleared funds.

Section 12: The Lot: Condition, Description and Liability

12.1 Nature of Description: Any description in the Catalogue, condition report, or statement (verbal or written) regarding a Lot’s nature, condition, creator, period, materials, dimensions, or provenance represents a statement of opinion only and is not to be relied upon as a statement of fact. The Auctioneer does not conduct professional scholarly research. All weights and dimensions provided are approximate.

12.2 Scope of Lot: The Lot is described in the Catalogue or any Addendum. The Lot comprises only the specific item(s) identified in the Catalogue. Unless expressly stated, no other items in, under, over, or surrounding a Lot are included in the sale.

12.3 Fixtures and Exclusions: The Lot specifically excludes any tenant’s or trade fixtures and fittings. The sale is subject to all conditions affecting the Lot, whether arising before or after the Contract date, and regardless of whether they are disclosed by the Seller or apparent upon inspection.

12.4 Buyer Indemnity: Where the condition or nature of a Lot exposes the Seller to potential liability, the Buyer agrees to comply with all necessary remedial requirements and shall indemnify the Seller against all such liability.

12.5 Visual Guidance: Photographs and illustrations are provided for stylistic guidance only. They may not accurately represent the true colour, scale, or condition of the Lot.

12.6 Inspection and Due Diligence: Lots are available for inspection prior to the Auction. The Bidder is solely responsible for satisfying themselves as to every aspect of the Lot, including its: Authenticity, authorship, and attribution; Condition, quality, and suitability for any purpose; Provenance, history, age, and origin; Roadworthiness (where applicable) and estimated value.

12.7 "As Is, Where Is": Every Lot is sold "as seen" and "where lying." No warranties or representations are given regarding the condition or quality of any Lot. No Lot is sold as comprising "new goods."

12.8 Mechanical and Electrical Items: (a) Electronic or mechanical items are sold for their artistic, historic, or cultural interest and may not be functional or comply with current statutory safety requirements. (b) Mains-operated electrical items are sold as display items only. The Buyer must obtain a report from a qualified electrician before attempting to connect any such item to a mains supply.

12.9 Upholstered Furniture (Fire Safety): Post-1950 furniture is sold as "collector’s items" and may not comply with the Furniture and Furnishings (Fire) (Safety) Regulations 1988. These items must not be used in a private home in their current condition; the Buyer warrants that they will ensure professional reupholstering to compliant standards before any domestic use.

12.10 Intellectual Property and Data: Any software or intellectual property subsisting in a Lot may belong to a third party and may not be transferable. Use is at the Buyer’s sole risk. The Auctioneer reserves the right to erase any private or sensitive data from any device prior to or after the Auction.

12.11 Plant and Machinery: Any plant or machinery may not comply with Health and Safety or environmental legislation. The Buyer is entirely responsible for ensuring that the use of such equipment complies with all applicable laws in their specific working environment.

12.12 Disclaimer of Title: (a) The Buyer accepts the risk that "good title" may not pass. Lots are sold subject to any existing claims, liens, distraint, or reservation of title (including hire purchase or leasing agreements). (b) If the Seller is found to lack title, the Buyer shall have no right to rescind the contract, reject the Lot, or claim damages or a price reduction.

12.13 Personal Liability of Auctioneer and Practitioners: (a) The Auctioneer acts strictly as agent for the Seller and incurs no personal liability in connection with the sale. (b) Any Practitioner (Receiver, Administrator, or Liquidator) acts solely as agent for the Seller and shall incur no personal liability whatsoever.

12.14 Reasonableness of Exclusions: The Buyer expressly acknowledges that these exclusions are fair and reasonable because: (a) The Buyer relies entirely on their own inspection and professional advice; (b) The Buyer has access to skilled professional advisors and the price has been calculated to reflect the risks assumed by the Buyer; (c) The Seller would not have agreed to sell the Lot on any other basis except for a significantly higher consideration; (d) The Buyer was provided with every reasonable opportunity to inspect the Lot.

Section 13: Removal of Lots

13.1 Passing of Risk: While Title to the Lot shall not pass until payment is received in full (pursuant to Clause 10), each Lot is at the sole risk of the Buyer from the fall of the hammer. The Buyer is advised to effect appropriate insurance cover immediately upon the conclusion of Bidding.

13.2 Removal at Buyer’s Risk: The removal of Lots from the Auction venue or any other holding location is undertaken entirely at the Buyer’s own risk. Neither the Seller nor the Auctioneer shall incur any liability for any loss or damage occurring during the removal process.

13.3 Costs and Insurance: The Buyer is responsible for all costs, expenses, taxes, and insurance premiums associated with the removal of Lots.

13.4 Conditions for Removal: No Lot may be removed until the Buyer has: (a) Paid all outstanding sums in cleared funds; and (b) Provided, if requested, satisfactory evidence of adequate Public Liability Insurance and/or deposited a security bond with the Auctioneer to cover the potential costs of making good any damage to the premises.

13.5 Clearance Deadlines: The Buyer must remove all Lots by the specified Clearance Date and Time, for which time shall be of the essence. Collections must occur during specified business hours on a Business Day.

13.6 Coordination of Removal: Buyers must cooperate regarding the sequence of removal. If a Buyer’s failure to commence dismantling obstructs other parties, the Auctioneer reserves the right to insist on immediate removal or to arrange for the removal and storage of the Lot at the Buyer’s sole expense.

13.7 Unsold Obstructions: If an unsold Lot must be dismantled or lowered to facilitate the removal of the Buyer’s Lot, the responsibility and cost for such dismantling shall rest with the Buyer.

13.8 Site Liaison: The Buyer and their contractors must liaise with the Auctioneer’s site representative and strictly comply with all site-specific instructions prior to and during removal.

13.9 Removal Obligations: When removing a Lot, the Buyer shall (and shall ensure their contractors shall): (a) Conduct a thorough Risk Assessment of the Lot and the building to which it is fixed; (b) Obtain all necessary planning permissions or statutory consents for the removal of structures; (c) Make good all holes or voids and replace any cladding removed to extract plant or equipment; (d) Use only safe, lawful methods. The use of flame cutters, explosives, or other hazardous processes is strictly prohibited without the Auctioneer’s prior written consent; (e) Comply with all applicable UK legislation, including the Health and Safety at Work etc. Act 1974, Environmental Protection Act 1990, CDM Regulations 2015, COSHH 2002, and Road Vehicle (Construction and Use) Regulations 1986.(f) The Buyer shall indemnify and keep indemnified the Auctioneer and the Seller against all actions, proceedings, costs, claims, fines, and demands arising out of any breach of environmental legislation or the unlawful disposal of waste originating from the Lot. This indemnity shall survive the conclusion of the Auction and the removal of the Lot.

13.10 Industry Best Practice and Indemnity: Where regulations are advisory, the Buyer shall adhere to best industry practice. The Buyer hereby indemnifies the Auctioneer and Seller against all claims, damages, and costs arising from any breach of this Clause 13, including damage to other lots or third-party property.

13.11 Authority to Halt Removal: The Auctioneer reserves the absolute discretion to halt the removal of any Lot if the process is deemed unsatisfactory or unsafe. The Auctioneer shall incur no liability for any delays resulting from such a stoppage.

13.12 Insurance Minimums: The Buyer must provide evidence of insurance upon request, with minimum covers of: Public Liability: £2,000,000; Employers Liability: £10,000,000. The Auctioneer reserves the right to increase these requirements based on the risk profile of the Lot.

13.13 RAMS: The Buyer shall provide a Risk Assessment & Method Statement (RAMS) complying with CDM 2015 and COSHH prior to commencement of works.

13.14 Disconnections: Disconnection of gas, electricity, water, or steam is the Buyer’s sole responsibility and must be performed by a qualified, approved contractor.

13.15 Hazardous Substances: The Buyer’s attention is drawn to the fact that certain Lots may contain asbestos or hazardous chemicals. Handling and disposal must comply strictly with COSHH and other statutory safety requirements.

13.16 Waste Management and Hazardous Materials: (a) Buyer’s Statutory Duty: The Buyer acknowledges that certain Lots (particularly plant and machinery) may contain hazardous substances, including but not limited to oils, fuels, coolants, heavy metals, or asbestos. The Buyer assumes all "Duty of Care" obligations under the Environmental Protection Act 1990 and the Hazardous Waste (England and Wales) Regulations 2005.  (b) Mandatory Documentation: No Lot containing hazardous waste or fluids may be removed from the premises until the Buyer has produced for the Auctioneer’s inspection:  (i) A valid Waste Transfer Note (WTN) for non-hazardous controlled waste; or (ii) A Hazardous Waste Consignment Note for hazardous materials. (c) Licensed Carriers: The Buyer warrants that any waste will be transported only by a carrier registered with the Environment Agency (or SEPA/NRW). The Auctioneer reserves the right to verify the carrier’s license and refuse exit to any unauthorized vehicle. (d) Spillages and Remediation: The Buyer is strictly liable for the cost of professional remediation for any leaks or spills occurring during the dismantling or removal process. If a spill occurs, the Auctioneer may engage a specialist contractor at the Buyer’s sole expense.

13.17 Indemnity for Possession: The Buyer indemnifies the Auctioneer and Seller against any liability arising from the possession or use of the Lot from the moment risk passes until its physical removal.

13.18 Data Protection: The Buyer undertakes to comply with UK GDPR and the Data Protection Act 2018 regarding any data found within a Lot.

13.19 Failure to Collect: If a Lot is not collected within fourteen days of the Auction, the Auctioneer may: (i) Charge storage at £25 plus VAT per Lot per day; (ii) Remove the Lot to a third-party warehouse at the Buyer’s expense; (iii) Resell the Lot in any commercially reasonable manner to recover costs.(iv) The Buyer must leave the area surrounding the Lot in a "broom clean" condition. Any costs incurred by the Auctioneer in disposing of debris, scrap, or abandoned hazardous materials left by the Buyer will be deducted from the Buyer’s deposit or invoiced as a debt.

13.20 Logistics and Packing: Lots are sold "as is, where is." While the Auctioneer may recommend or provide packing and shipping services for a fee, the Auctioneer is not responsible for the acts or omissions of any third-party handlers or transporters recommended to the Buyer.

Section 14: Limitation of Liability

14.1 Unlimited Liability: Nothing in these Terms and Conditions shall limit or exclude the Auctioneer’s or the Seller’s liability for: (a) Death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors; (b) Fraud or fraudulent misrepresentation; (c) Breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or (d) Any other liability which cannot be limited or excluded by applicable English law.

14.2 Exclusion of Commercial Losses: Subject to Clause 14.1, the Auctioneer and the Seller shall under no circumstances whatsoever be liable to the Bidder or Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for: (a) Any loss of profit (whether direct or indirect); (b) Loss of business opportunity or contracts; (c) Loss of anticipated savings or revenue; (d) Loss of or damage to goodwill; or (e) Any indirect, special, or consequential loss arising under or in connection with the Auction or the Contract of Sale.

14.3 Financial Cap on Liability: The Buyer acknowledges that the Auctioneer’s fees are a small percentage of the Lot's value and that the Auctioneer does not provide insurance for the Buyer. Accordingly, subject to Clauses 14.1 and 14.2, the total aggregate liability of the Auctioneer and the Seller for all claims arising out of or in connection with the sale of any Lot—whether in contract, tort (including negligence), or otherwise—shall be limited to the Hammer Price paid for that Lot. > The Buyer acknowledges that this limit is fair and reasonable given:(i) The availability of insurance to the Buyer; (ii) The Buyer’s opportunity to inspect the Lot; and (iii) The commercial nature of the Auction.

14.4 Errors in Description: Neither the Auctioneer nor the Seller shall be liable for any error, misstatement, or omission in the description of a Lot (whether in the Catalogue or otherwise) unless such error constitutes a fundamental misrepresentation made fraudulently.

14.5 Total Exclusion of Implied Terms: To the fullest extent permitted by law, the Auctioneer and the Seller exclude all terms, conditions, warranties, and representations that might otherwise be implied by statute, common law, or the law of equity.

14.6 Time Limit for Claims: Any claim by a Buyer against the Auctioneer or the Seller must be notified in writing within six (6) months of the date of the Auction. The Buyer acknowledges that this is a reasonable timeframe given the nature of auction sales.

Section 15: Conduct of the Auction

15.1 Reserve Prices: Any Lot may be subject to a minimum Bid or a confidential Reserve Price. The Auctioneer or the Seller is entitled to vary or withdraw these at any time prior to the conclusion of the sale of that Lot.

15.2 Seller Bidding: Pursuant to the Sale of Goods Act 1979, the Seller, the Auctioneer, or any person acting on their behalf expressly reserves the right to Bid on any Lot up to the Reserve Price. Such Bids may be placed in response to other Bidders to protect the Seller's interest.

15.3 Amendments: Lot descriptions may be amended as new information becomes available. It is the Bidder's responsibility to review the Catalogue, our website, and any Addendum immediately prior to Bidding to ensure they are aware of any such amendments.

15.4 Auctioneer’s Discretion: The Auctioneer reserves the right at any time to: (a) Withdraw, divide, or combine any Lots; (b) Offer any Lot for sale by private treaty or tender before, during, or after the Auction; (c) Reject any Bid without being required to provide a reason; (d) Decide in all other respects how the Auction shall be managed and conducted.

15.5 Irrevocability of Bids: Once a Bid is placed, it is an offer to contract and may not be retracted without the express written consent of the Auctioneer.

15.6 Dispute Resolution: In the event of a dispute regarding Bidding or the conduct of the Auction, the Auctioneer’s decision shall be final. The Auctioneer may summarily determine the dispute or immediately re-offer the Lot for sale.

15.7 Conclusion of Sale: A contract of sale is concluded (constituting acceptance of the Bidder’s offer) as follows: (a) Live Auction: Upon the fall of the Auctioneer’s hammer; (b) Online Auction: Upon the expiry of the timed countdown for that Lot as specified on the website; (c) Private Treaty/Tender: When the Auctioneer communicates acceptance to the Bidder in writing or issues a sale invoice.

15.8 Acceptance of Bids: The Buyer shall be the highest Bidder at the conclusion of the sale, subject to the Auctioneer's approval. The Auctioneer and Seller are not bound to accept the highest Bid, or any Bid, and may declare a different Bidder as the Buyer at their absolute discretion.

15.9 Online Invoicing: Following an online Auction, the Buyer will receive an invoice via email within a reasonable timeframe. The receipt of this invoice serves as formal notification of the concluded contract.

15.10 Provisional Sales: If the Reserve Price is not met, the Auctioneer may treat the highest Bid as "provisional" and negotiate with the Seller, who may accept the Bid, reject it, or issue a counteroffer.

15.11 Completion of Transaction: Upon the conclusion of the sale and acceptance of the Bid, the Buyer acknowledges that a legally binding contract has been formed and they are strictly obliged to complete the purchase. No Lot may be removed from the venue until the Auction has ended in its entirety.

15.12 Online Bidding Facilities: (a) The Auctioneer provides online bidding as a discretionary service and cannot guarantee continuous or error-free internet connectivity. The Auctioneer shall have no liability for Bids not being processed due to technical failures, power outages, or disruptions. (b) The Auctioneer may, without notice, postpone, cancel, or extend an online Auction. (c) Auto-Bid Extension: Our online Auctions utilize an "auto-extension" feature. If a Bid is placed within ten (10) minutes of the scheduled closing time, the closing time for that Lot will automatically extend by a further ten (10) minutes. This process repeats until no further Bids are received within the final ten-minute window.

15.13 Rescission for Third-Party Interests: If the Auctioneer unknowingly sells a Lot that is subject to a third-party interest (e.g., a superior title claim), the Auctioneer shall be entitled to rescind the sale immediately. The Auctioneer’s liability in such a case shall be limited to a refund of the monies paid by the Buyer.

15.14 Statutory Compliance: The Auctioneer conducts all sales in accordance with the Auctions (Bidding Agreements) Acts 1927 and 1969. Copies of these Acts are available for inspection upon request.

Section 16: Acknowledgments and Exclusions of Warranties

16.1 Non-Reliance and Exclusion of Warranties: The Buyer acknowledges that in entering into the Contract of Sale, they do not rely on any warranties, representations, or collateral agreements made by the Seller, the Auctioneer, or any of their respective employees or agents. To the fullest extent permitted by law, all express or implied terms, conditions, and warranties (whether statutory, under common law, or otherwise) are hereby excluded. This includes, without limitation, any warranties as to title, quiet possession, satisfactory quality, fitness for a particular purpose, or description.

16.2 Limitation on Errors and Omissions: Neither the Seller nor the Auctioneer shall be liable to compensate the Buyer, nor shall the Buyer be entitled to rescind the Contract or reject any Lot, due to any error, omission, or misstatement contained in the Catalogue, website, or any Addendum (including images and digital entries).

16.3 Specific Acknowledgments: The Buyer expressly acknowledges the following: (a) Ancillary Items: Any items found in, under, or near a Lot that are not specifically identified in the Lot description remain the property of the Seller and are not included in the sale. (b) Vehicles: Any vehicle purchased must be confirmed as roadworthy by the Buyer in accordance with the Road Vehicle (Construction and Use) Regulations 1986 before being used on a public highway. The Buyer is responsible for the removal of all third-party logos and liveries. Odometer readings are provided for guidance only and are not warranted. (c) Notice of Defects: Lots are sold with notice of all defects. Whether or not the Buyer has physically inspected the Lot, they are deemed to have full knowledge of its actual condition and all faults.

16.4 Statutory Compliance of Equipment: Any plant, machinery, or equipment may not comply with current statutory requirements for use in a working environment. The Buyer is solely responsible for ensuring that the operation of any such equipment complies with all health, safety, and environmental legislation. Neither the Seller nor the Auctioneer accepts liability for any defects or non-compliance.

16.5 Domestic Use Disclaimer: The Auctioneer does not represent any Lot as being suitable for domestic or private use. The Buyer warrants that any Lot intended for such use will be professionally inspected and brought up to safety standards (e.g., electrical or fire safety) prior to use.

16.6 Commercial Nature of Sale: All Bidders acknowledge that this Auction is a commercial trade sale of assets, plant, and equipment. By registering to bid, the Bidder warrants and represents that they are acting for purposes relating to their trade, business, craft, or profession. Consequently, the Buyer acknowledges that: (a) This is not a "consumer sale" for the purposes of the Consumer Rights Act 2015; (b) The statutory terms implied by the Sale of Goods Act 1979 regarding quality and fitness for purpose are excluded to the maximum extent permitted by law.

16.7 Public Auction Exception: In the event that a Buyer is deemed to be a "consumer" notwithstanding Clause 16.6, the Buyer acknowledges that: (a) This Auction is a "Public Auction" within the meaning of the Consumer Contracts Regulations 2013, as Bidders have the opportunity to attend the sale in person (notwithstanding that they may choose to bid online); (b) Accordingly, any statutory right to cancel or "cooling-off period" for distance contracts is expressly excluded; (c) All Lots are "second-hand goods" sold at a public auction where individuals can attend in person, and as such, the goods are sold without warranties as to quality.

16.8 Waiver of Right to Cancel: By placing a bid, the Buyer expressly requests that the service (the Auction) begins immediately and acknowledges that once the hammer falls, the contract is fully performed, and any right to cancel is lost.

Section 17: Auctioneer’s Liability and Expert Knowledge

17.1 Warranty of Title: The Auctioneer warrants that they have a reasonable belief that the Seller is capable of passing good title to the Buyer. In the event that the Seller is unable to pass good title, the Auctioneer shall use reasonable endeavours to assist the Buyer in obtaining title or in pursuing available remedies against the Seller. However, the Auctioneer shall not be obligated to initiate litigation or incur legal expenses on behalf of the Buyer and owes no further duty of care in this regard.

17.2 Disclaimer of Expertise: The Auctioneer does not possess, nor profess to have, expert or specialist knowledge regarding any Lot sold. The Auctioneer hereby excludes all liability (and the Buyer waives all rights or immunities) in respect of any warranties, conditions, or representations—whether express, implied, or statutory—relating to: (a) The physical condition or "merchantable quality" of any Lot; (b) The fitness of any Lot for a particular or any purpose; (c) Any verbal or written statements made by or on behalf of the Auctioneer prior to or during the Auction.

17.3 General Exclusion of Liability: No liability, whether in contract or in tort (including negligence), shall attach to the Auctioneer for any loss, injury, damage, or legal expenses sustained by any Bidder, Buyer, or third party arising from: (a) Any defect in a Lot, whether latent (hidden) or apparent upon examination; (b) Any defect or inherent danger within the premises where the Auction is held (subject to Clause 14.1 regarding personal injury); (c) Any alleged failure by the Auctioneer to advertise the Auction appropriately or to obtain expert legal or technical advice regarding a Lot or its Reserve Price; (d) Any act or omission of the Auctioneer in the management and conduct of the Auction or in post-Auction administration; (e) Any act or omission of any third party.

17.4 Third-Party Claims: The Auctioneer shall not be liable to indemnify any Bidder or Buyer in respect of any claims brought by third parties for loss, injury, damage, or legal expenses referenced within this Clause 17.

17.5 Exclusion of Consequential Loss: Under no circumstances shall the Auctioneer be liable to any Bidder or Buyer for any consequential, special, or indirect damages. This exclusion specifically includes, but is not limited to, loss of profits, loss of business goodwill, loss of opportunity (loss of chance), or loss of anticipated savings.

Section 18: Force Majeure

18.1 The Auctioneer shall not be liable to any Bidder or Buyer for any failure or delay in performing its obligations where such failure or delay results from any cause beyond its reasonable control. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, pandemics or epidemics, acts of terrorism, acts of war, governmental action, or any other similar or dissimilar event or circumstance that is beyond the control of the Auctioneer.

Section 19: General Provisions

19.1 Data Protection: Any personal information obtained by the Auctioneer shall be processed strictly in accordance with the Data Protection Act 2018, the UK GDPR, and the terms of our Privacy Policy. Our Privacy Policy is available at www.proauction.ltd.uk or by request from info@proauction.ltd.uk.

19.2 Video and Audio Recording: The Auctioneer reserves the right to video-record and photograph all proceedings at the Auction. By registering, you consent to being recorded and agree that the Auctioneer may use such recordings for security, dispute resolution, and internal marketing analysis. The Auctioneer may share these recordings with associated companies and marketing partners for service improvement. Bidders who do not wish to be recorded are advised to participate via telephone or online bidding. Unless expressly authorized in writing, Bidders are prohibited from making any video or audio recordings of the Auction.

19.3 No Assignment by Buyer: The Buyer may not transfer, assign, or grant security over any of its rights or responsibilities under these Terms and Conditions without the prior written consent of the Auctioneer.

19.4 Assignment by Auctioneer: The Auctioneer reserves the right to assign or subcontract any or all of its rights and obligations under these Terms and Conditions to any third party without requiring the consent of the Buyer.

19.5 Entire Agreement: These Terms and Conditions constitute the entire agreement between the parties and supersede all previous discussions, correspondence, negotiations, drafts, and representations. Each party acknowledges that it has not relied on any statement, promise, or warranty not set out in these Terms and Conditions.

19.6 Variation: No variation of these Terms and Conditions shall be effective unless it is in writing and signed by an authorised representative of the Auctioneer.

19.7 No Waiver: No failure or delay by the Auctioneer to exercise any right or remedy shall constitute a waiver of that or any other right or remedy. A waiver is only effective if issued in writing by the Auctioneer.

19.8 Notices: Any notice or consent required under these Terms and Conditions shall be in writing as defined in Clause 1.4.

• (a) Delivery: Notices shall be sent to the last known email address provided by the Bidder during registration.
• (b) Deemed Receipt: An email is deemed to have been received at the time of transmission, provided no "delivery failure" notification is received by the sender.
• (c) Urgent Consents: For fast-paced operational matters (such as removal of Lots under Clause 13), the Auctioneer may provide written consent via email or by issuing a printed "Site Clearance Permit," both of which shall constitute valid written authorization.

19.9 Severability: If any provision or part-provision is found to be invalid or unenforceable, it shall be deemed deleted. The remaining provisions shall remain in full force and effect.

19.10 No Partnership: Nothing in these Terms and Conditions is intended to create a partnership, joint venture, employment, or fiduciary relationship between the parties.

19.11 Third Party Rights: Except for the Seller’s right to enforce the Contract of Sale, these Terms and Conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999.

19.12 Copyright: The Auctioneer owns the copyright in all images, illustrations, and written material relating to a Lot (including Catalogue content). No use of such material is permitted without written consent. The purchase of a Lot does not confer any intellectual property or reproduction rights to the Buyer.

19.13 Governing Law and Jurisdiction: These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales (or the part of the UK where the Auction occurs). The parties submit to the exclusive jurisdiction of the courts of England and Wales, except that the Auctioneer reserves the right to bring proceedings against the Buyer in any other court of competent jurisdiction to recover outstanding debts.

Pro Auction Ltd Unit 5, Midsomer Enterprise Park, Radstock Road, Bath, BA3 2BB United Kingdom Tel: +44(0)1761 414000 | Fax: +44(0)845 280 2492 Email: info@proauction.ltd.uk | Website: www.proauction.ltd.uk Company Registration no: 5059610