Terms

Updated 14 September 2026

The following Terms and Conditions apply to all auctions and services provided by TBA (NSW) Pty Ltd trading as Theodore Bruce ACN 145 506 716 (“Company”) and any goods which are held by the Company for valuation, storage or any other purposes.

1. Definitions

In these Conditions the following words and expressions shall (unless the context otherwise requires) have the following meanings:

‘Absentee Bidding Form’ means a physical or electronic absentee bidding document completed by a prospective Buyer in the form determined by the Company.

‘Auctioneer’ means the representative of the Company conducting the Auction.

‘Auction’ means a public or private auction at which a Lot is offered for sale.

‘Artist Resale Royalty Fee’ means the royalty fee payable to visual artists on the commercial resale of their original artworks valued at $1,000 or more, as defined in the Resale Royalty Right for Visual Artists Act 2009 (Cth).

‘Bidder Registration Form’ means a physical or electronic form setting out details of a prospective Buyer and completed by a prospective Buyer in the form determined by the Company.

‘Buyer’ means the person to whom a Lot is knocked down by the Auctioneer or a person who purchases a Lot sold by the Company on behalf of a Seller.

‘Catalogue’ includes any advertisement, brochure, price list and other publication produced by the Company and includes any internet based Auction listing.

‘Charges’ means charges and expenses paid or payable by the Company in respect of a Lot as set out in these Conditions, including legal expenses, packing or shipping costs, taxes, levies, removal and storage charges and interest, plus any GST payable. The relevant charges and expenses will be passed on to the Seller and/or Buyer at the price paid or payable by the Company plus 10%, or otherwise as is set out in writing or agreed by the Company and Seller and/or Buyer.

‘Claims’ means all sums of money, debts, dues, suits, actions, causes of action, proceedings, arbitrations, claims, accounts, liabilities, losses, demands, costs, expenses, notices or any other type of claim howsoever arising out of the subject matter of Conditions.

‘Company’ means TBA (NSW) Pty Limited (ABN 38 145 506 716) trading as Theodore Bruce.

‘Conditions’ means these general terms and conditions of business.

‘Consignment Agreement Form’ means the physical or electronic form containing the terms on which the Seller submits a Lot or Lots for sale by the Company and in the form determined by the Company.

‘Consumer Legislation’ means Goods Act, Competition and Consumer Act, Australian Consumer Law and Fair Trading Act and any other Victorian and/or federal law that may be applicable.

‘Dollars’ or ‘$’ means Australian currency.

‘Estimated Selling Range’ means the estimated Sale Price range of a Lot set by the Company in consultation with the Seller.

‘Expenses’ includes all fees, charges and expenses (including the Photography Fee) as set out on the Website or advised by the Company to the Seller from time to time.

‘Forgery’ means an imitation intended by the maker or any other person to deceive as to authorship, origin, date, age, period, provenance, culture, source or composition, which at the date of the Sale had a value materially less than it would have had if the Lot had not been such an imitation, and which is not stated to be such an imitation in the description of the Lot given in the Catalogue. A Lot will not be a Forgery by reason of any damage to and/or restoration and/or modification work (including repairing or over painting) having been carried out on the Lot, where that damage, restoration or modification work (as the case may be) does not substantially affect the identity of the Lot as one conforming to the description of the Lot given unless there was an intention to deceive.

‘GST’ means a tax payable under the New Tax System (Goods and Services Tax) Act 1999 as amended.

‘GST Act’ means the New Tax System (Goods and Services Tax) Act 1999 as amended.

‘Hammer Price’ means the price in Dollars (including GST, if any) at which a Lot is knocked down by the Auctioneer to the Buyer (unless it is auctioned again) as a result of a dispute in which event it means the price at which the Lot is knocked down by the Auctioneer to the Buyer at a subsequent Auction.

‘Interest Rate’ means rate at 4% above the interest rate fixed by the Attorney General under section 2 of the Penalty Interest Rate Act 1983.

‘Lot’ means any item or items consigned by or on behalf of the Seller to the Company with a view to its sale at auction or by private sale and includes a V Lot.

‘Lot Number’ means the number allocated by the Company to a Lot prior to Auction.

‘Low Estimated Selling Range’ means the lower end of the Estimated Selling Range.

‘Offer Fee’ means the flat fee paid by the Seller regardless of whether a Lot sells and referred to in the Consignment Agreement Form.

‘Photography Fee’ means the fee paid by the Seller for photography services related to a relevant Lot and specified on the Consignment Agreement Form, regardless of whether a Lot sells for an amount set out on a Catalogue, the Website or advised by the Company to the Seller from time to time.

‘Online Sales System’ means the online system used by the Company to perform Sales online.

‘PPSA’ means the Personal Property Securities Act 2009.

‘Premium’ (unless otherwise stated in a relevant auction Catalogue) means the amount payable by the Buyer to the Company in respect of a relevant Lot that is calculated on the Sale Price at the rate set out on the Website, the Online Sales System or advised by the Company to prospective Buyers from time to time.

‘Premises’ means the Company premises or any premises from which a Sale is conducted or where a Lot or a part of a Lot may be viewed from time to time.

‘Purchase Price’ means the aggregate of the Sale Price and the Premium plus GST, if any.

‘Purchaser’ means the Buyer of a Lot at a relevant Auction.

‘Reserve’ means the confidential minimum Sale Price at which a Lot may be sold which will be 10% less than the Low Estimated Selling Range or as specified on a Consignment Agreement Form or as agreed to by the Company and the Seller from time to time.

‘Sale’ means a sale of a Lot by either an Auction or private sale.

‘Sale Price’ means the Hammer Price if sold at Auction or the price agreed by the Buyer in a private sale (plus GST, if any).

‘Sale Proceeds’ means the net amount payable to the Seller, being the Sale Price less the Seller’s Commission, Expenses and any other amount payable to the Company by the Seller as agreed between the Company and the Seller (in whatever capacity and howsoever arising, whether in relation to these Conditions or otherwise).

‘Second Auction’ means a subsequent Auction to an initial Auction.

‘Seller’ means in relation to any Lot the person or other entity named as the Seller on the front page of the Consignment Agreement Form who offers the Lot for sale.

‘Seller’s Commission’ means the amount payable by the Seller to the Company on the sale of a Lot that is calculated on the Sale Price at the rate set out the Consignment Agreement Form or advised by the Company to the Seller from time to time.

‘Storage Fee’ means the fee of $5 plus GST per day for the storage of each uncollected Lot and payable by the Buyer to the Company.

‘Taxable Supply’ means as defined in the GST Act.

‘Tax Invoice’ means as defined in the GST Act.

‘Telephone Bidding Form’ means a physical or electronic telephone bidding document completed by a prospective Buyer in the form determined by the Company.

‘V Lot’ means any motor vehicle or marine vessel consigned by or on behalf of the Seller to the Company with a view to its sale at Auction or by private sale.

‘Website’ means the Company website, located at the uniform resource locators https://www.theodorebruce.com, https://www.theodorebruce.com.au, https://www.theodorebruceauctions.com, https://www.theodorebruceauctions.com.au, and includes any part of that website.

‘Your Information’ means relevant information about a Seller or a Buyer such as name, date of birth, business name, residential address, business address, ABN and relevant interactions with the Company, copies of personal identification documents or any other documents that prove your identity or information about you that is publicly available, for example from public registers or social media.

2. The Company as Agent

2.1 The Company is the agent of the Seller in relation to the sale of a Lot (except where it is expressly stated in writing to be selling as principal) and is not responsible for any default by the Seller or the Buyer.

2.2 The Seller instructs and authorises the Company to:

a. sell the Lot as the Seller’s agent in accordance with these Conditions;
b. receive and hold all Sale Proceeds on the Seller’s behalf;
c. sign on the Seller’s behalf any documentation necessary to transfer ownership of the Lot to the Buyer;
d. allow the Lot to be inspected by prospective Buyers prior to the Sale, at any time and in any manner or place agreeable to the Company; and
e. remove any Lot from the frame, holder, case or covering to examine it.

3. The Company’s and Auctioneer’s Rights

3.1 The Auctioneer has the right at his or her sole discretion to refuse any bid, to divide any Lot, to combine two or more Lots, to withdraw any Lot from Sale and, if there is a dispute or the Auctioneer or the Company is of the opinion that there has been a misunderstanding or mistake regarding a Sale or a Lot the subject of a Sale, to rescind the Sale and put any Lot up for a Second Auction.

3.2 If a Sale is rescinded, the Company may:

a. put the Lot up for a Second Auction at a subsequent Sale; or
b. offer the Lot for sale by private treaty; or
c. withdraw the Lot from sale.

3.3 The Company may refuse entry to its premises or to any private premises at which it is conducting an Auction by any person or persons at its absolute discretion.

4. Risk of Personal Loss or Injury

4.1 The Company shall be under no liability for any injury, damage or loss sustained by any person while on the Premises, except where the Company (or its employees or agents) has acted with gross negligence.

5. The Company’s Estimated Selling Range and Descriptions

5.1 Any Estimated Selling Range given by the Company is a statement of opinion and should not be relied upon as a representation of the Sale Price a Lot may achieve at a Sale.

5.2 The Company reserves the right to revise the Estimated Selling Range at any time upon notice to the Seller.

5.3 The Seller acknowledges that the Company is entitled to rely on the accuracy of a description of a Lot provided by or on behalf of the Seller.

5.4 The Company shall not be liable for any error, misstatement or omission in the description of a Lot in any Catalogue, unless the Company (or its employees or agents) has engaged in deliberate misleading or deceptive conduct.

6. Warranties of the Seller

6.1 The Seller warrants to the Company and the Buyer that:

a. the Seller owns the Lot or the Seller is authorised to sell the Lot by the owner of the Lot (which case, an original signed authorisation by the owner of the Lot must be provided to the Company to the satisfaction of the Company);
b. the Lot is free from all liens, charges, encumbrances, registered security interests and third party claims including a claim by a spouse or partner and whether or not the security has been or is able to be registered pursuant to the PPSA;
c. the Seller has complied with all requirements, legal or otherwise, in relation to any export or import of the Lot and has notified the Company in writing of any failure by third parties to comply with such requirements in the past;
d. the Lot and any written provenance given by the Seller to the Company are authentic;
e. the Seller has notified the Company in writing of:

i. any material alterations to the Lot of which the Seller is aware;
ii. any concerns expressed by third parties in relation to the authenticity, provenance, origin, age, condition or quality of the Lot;
iii. all information in the Seller’s possession as to the provenance and identification of the Lot including, in respect of a V Lot (whether that V Lot complies with the provisions of any road traffic or maritime acts and regulations) is true and correct;

f. the Lot is fit for its purpose and safe if used for the purpose for which it was designed and free from any defect not obvious on external inspection; and
g. the Lot and description is in compliance with all warranties implied by Consumer Legislation.

6.2 The Seller acknowledges that the Company relies on any information provided by the Seller and the Seller agrees to indemnify and keep indemnified the Company against all Claims arising out of or in connection with this information.

6.3 The Seller agrees to indemnify and keep indemnified the Company and or the Buyer against all Claims arising from the Seller’s actual or alleged breach of any warranty in these Conditions.

7. Commission and Expenses

7.1 The Seller shall pay to the Company the Seller’s Commission and Expenses in the manner set out in the Consignment Agreement Form.

7.2 The Company may deduct and retain the Seller’s Commission and Expenses from the amount paid by the Buyer for the Lot as soon as the Purchase Price, or any part of it, is received and before the Sale Proceeds are paid to the Seller.

7.3 The Seller shall pay to the Company the relevant Expenses on a Lot being offered for sale which has not sold, within three (3) days of the Auction.

8. Reserves

8.1 Notwithstanding any other provision in these Conditions, all Lots will be sold without reserve unless there is an agreed Reserve. If a Lot has a Reserve:

a. it may only be changed with the written consent of the Company although the Company may at its own discretion consent to an oral request for a reduction (but not an increase);
b. only the Auctioneer may place a bid on behalf of the Seller;
c. neither the Seller nor any person on the Seller’s behalf may bid on the Lot;
d. if the Auctioneer is of the opinion that the Seller or a person on the Seller’s behalf may have bid on the Lot, the Auctioneer may knock down the Lot to the Seller without observing the Reserve and the Seller shall pay to the Company the Premium in addition to the Seller’s Commission and Expenses.

8.2 If there is no Reserve, the Company shall not be liable if the Sale Price of the Lot is less than the minimum amount stated in the Estimated Selling Range.

9. Disclaimer of Liability

9.1 The Buyer acknowledges that:

a. the Company and Auctioneer accept no responsibility for any errors or omissions;
b. the Auctioneer is solely responsible for checking bids on Lots;
c. bids lodged cannot be returned;
d. the Company is not liable for any defaults of the Buyer or the Seller;
e. it is the responsibility of prospective Buyers to examine a Lot prior to the Sale and to satisfy themselves as to the condition of the Lot and that the Lot matches any written or oral description provided by the Seller or the Company;
f. the Buyer has not been induced to make any bid by any representation in respect of the Lot by the Company, including any representation arising from a document that has been provided by the Seller to the Company in association with the Sale of a Lot and made available by the Company for inspection by prospective Buyers; and
g. the maximum liability of the Company to a Buyer shall at all times be limited to the Sale Price of the relevant Lot and the Premium (if paid by the Buyer) but shall not include a refund of storage charges, insurance, interest and the like, or any consequential or indirect loss or damage suffered or expense incurred by the Buyer.

10. Unsold and Uncollected Lots

Unsold Lots

10.1 The Seller must request from the Company confirmation as to whether a Lot has been sold at the Sale. If a Lot is unsold, the Seller may advise the Company that the Seller wishes to collect the Lot and shall arrange for its removal from the Premises. The Seller must pay to the Company the Offer Fee and all Expenses, and the estimated cost of delivery of the Lot if the Company agrees to arrange redelivery to the Seller before removal of an unsold Lot.

10.2 If a Lot is unsold at the Auction, the Company may, at its discretion, at any time within 28 days after the Sale put any Lot up for a Second Auction or offer the Lot for resale by private sale on materially the same terms as appear in the Consignment Agreement Form.

10.3 If the Seller sells a Lot that was unsold at the Sale:

a. within 28 days after the Sale to a person who was registered to bid at the Sale; or
b. within 28 days after the Sale to any person,

the Seller must notify the Company in writing of the terms of the Seller’s Sale within three (3) days and pay the Seller’s Commission, the Offer Fee and the Premium to the Company within seven (7) days after the Seller’s Sale as though the Company had sold the Lot on behalf of the Seller.

Uncollected Lots

10.4 If a Lot is not sold at the Auction and is not collected by the Seller, it will be dealt with in accordance with Clause 19.1.

11. Payment to Seller

11.1 The Company is only liable to the Seller for payment of the Sale Proceeds if the Purchase Price has been received in cleared funds by the Company.

11.2 The Company will pay to the Seller the Sale Proceeds within twenty-eight (28) days (excluding public holidays) of the receipt of the Purchase Price.

11.3 If the Buyer fails to pay the Purchase Price within three (3) days after the date of the Sale then the Company will give notice of this to the Seller. If the Seller does not give written instructions to the Company in response to this notice within seven (7) days, then the Seller appoints the Company as its agent and authorizes the Company to take any of the following action for and on behalf of the Seller (who will give the Company any assistance it may require):

a. agree to payment terms for the payment of the Purchase Price with the Buyer;
b. settle any Claim by or against the Buyer;
c. take such steps as the Company shall at its absolute discretion consider necessary to collect the monies due from the Buyer;
d. rescind the Sale and refund any monies to the Buyer;
e. offer the Lot for resale by private sale or Auction on the same terms as appear in the Consignment Agreement Form; and/or
f. appoint a solicitor or other agent to do any of the above.

11.4 Any monetary amount recovered by and paid to the Company by the Buyer shall be applied in the following order (in each case together with Interest) to the payment of:

a. any legal or other costs incurred by the Company;
b. any transport or storage costs;
c. the Expenses, Online Photography Fee and Indemnity Fee;
d. the Premium;
e. the Seller’s Commission; and
f. any balance remaining shall be paid by the Company to the Seller.

11.5 If within seven (7) days of receipt of the notice referred to in clause 11.3 by the Seller, the Seller informs the Company that the Seller wishes to take delivery of the Lot, the Seller shall be entitled to do so but only upon prior payment of the Offer Fee and other Expenses incurred by the Company so as to provide the Company with a full indemnity in respect of those costs.

11.6 If the Company rescinds a Sale because the Lot is proved to its reasonable satisfaction to be a Forgery and the Company has accounted to the Seller for the Sale Proceeds, the Seller must immediately refund the Sale Proceeds to the Company, which will then refund the Purchase Price to the Buyer and make the Lot available to the Seller for collection in accordance with these Conditions.

12. Withdrawal of a Lot

12.1 A Seller may only withdraw a Lot from Sale by written notice signed by the Seller.

12.2 If a Seller withdraws a Lot from Sale either at any time after 30 days have elapsed after signing the Consignment Agreement Form or after the Company has photographed the Lot and/ or allocated a Lot Number to the Lot (whichever is the earliest) but before the Lot has been advertised and/or catalogued for Auction, the Seller shall pay to the Company the Offer Fee, Expenses plus a withdrawal fee equal to 15% plus GST of the higher of:

a. the average of the Estimated Selling Range high and low estimates; or
b. the Reserve.

12.3 If a Seller withdraws a Lot from Sale after the Company has advertised and/or catalogued the Lot for auction but before the Lot has been put on view at the Premises, the Seller shall pay to the Company the Offer Fee, Expenses plus a withdrawal fee equal to 25% plus GST of the higher of:

a. the average of the Estimated Selling Range high and low estimates; or
b. the Reserve.

12.4 If a Seller withdraws a Lot from sale after the Lot has been put on view at the Premises the Seller shall pay to the Company the Offer Fee, Expenses plus a withdrawal fee equal to 30% plus GST of the higher of:

a. the average of the Estimated Selling Range high and low estimates; or
b. the Reserve.

12.5 If the Company or the Seller is restrained by order of any Court or other competent authority from selling a Lot or if the Company has reasonable cause for believing that:

a. the Company or the Seller is so restrained or otherwise not legally entitled to sell the Lot;
b. the Seller is in breach of any one or more of the warranties of the Seller, or
c. the description of the Lot given to the Company by the Seller is inaccurate or misleading in any material respect,

then the Company may by notice in writing to the Seller decline to sell the Lot in question and the Seller shall be deemed to have withdrawn the Lot from sale.

13. Photography and Illustration

13.1 The Company shall have the right to photograph and make illustrations of any Lot and to use at its discretion in the normal course of business such photographs and illustrations, and any photograph or illustration of a Lot owned and supplied by the Seller, whether or not in conjunction with the Sale.

13.2 Where the Seller agrees to pay the Photography Fee as specified in the Consignment Agreement Form, the Seller is liable for the payment of such cost.

13.3 The copyright of all photographs taken and illustrations made of any Lot by and on behalf of the Company shall be the absolute property of the Company, subject to any underlying copyright owned by other parties.

14. The Buyer

14.1 A prospective Buyer must:

a. be over eighteen (18) years of age at the date of the Auction;
b. provide to the Company their full name, home address, email and mobile number;
c. register in advance of the Auction by completing the Bidder Registration Form;
d. provide an acknowledgement that they have read and agreed to be bound by these Conditions; and
e. provide any other information requested by the Company including but not limited to banking details, credit card details, suitable references or identification.

14.2 No person shall be entitled to bid at an Auction without first having completed and delivered to the Company a Bidder Registration Form acceptable to the Company.

14.3 Every prospective Buyer shall be deemed to act as principal unless prior to the commencement of the Auction there is a written acceptance by the Company that the bidder is acting on behalf of a third party and that the bidder is not personally liable.

15. Payment by Buyer

15.1 The Purchase Price must be paid by the Buyer to the Company no later than 4:00pm on the third day after the Sale unless otherwise stated in the Catalogue. The Buyer acknowledges that, unless otherwise stated in the Catalogue, the Purchase Price is inclusive of the Premium payable to the Company. The Buyer acknowledges that the Company may also receive a Seller’s Commission.

15.2 On the fall of the Auctioneer’s hammer, the successful bidder on any V Lot, and other Lots as determined by the Company at its absolute discretion, may be required to provide a deposit equal to 15% of the Hammer Price, either in cash, approved credit card or approved bank cheque. If the successful bidder does not do so then the Company may rescind the Sale and resubmit the Lot for a Second Auction.

15.3 Full payment for all Lots must be made to the Company by cash, electronic funds transfer or approved credit card. Where the Buyer wishes to pay by bank cheque, personal or company cheque, and the Company has agreed that the Buyer may do so, a Lot will not be released until the cheque has cleared.

15.4 No Lot may be collected until the full Purchase Price has been received by the Company unless prior arrangements in writing have been made with the Company before the date of the Sale, provided always that ownership of the Lot will not pass to the Buyer until cleared funds in payment of the full Purchase Price have been received by the Company.

16. Collection of Purchases

16.1 All Lots must be paid for and collected by the Buyer by the third day after the Sale unless otherwise stated in the Catalogue.

16.2 The Buyer shall be responsible for any removal, storage, or other charges for any Lot after the day referred to in clause 16.1 above.

17. Responsibility for Lots Purchased

17.1 The Buyer shall be responsible for any loss or damage to, or caused by, a Lot purchased by the Buyer from the fall of the Auctioneer’s hammer and neither the Company nor its employees or agents shall be responsible for any Claim while the Lot is in its power, possession or custody, except where the Company has been grossly negligent.

17.2 Unless expressly stated in a Catalogue, the Company has no knowledge of whether a V Lot complies with the provisions of any road traffic or maritime Acts and Regulations. The Buyer of a V Lot who intends to use it on a public road or waterway shall be responsible for ensuring that it complies with the provisions of any road traffic or maritime acts and regulations.

17.3 The Buyer shall be solely responsible for obtaining any export licence that may be required in connection with a purchased Lot.

18. Non-Payment or Failure to Collect

18.1 If the Purchase Price in respect of a Lot is not paid for in full in accordance with clause 15.3, the Company may, after a period of three (3) days (during which time the Company may attempt to contact the Buyer), and in its absolute discretion and without prejudice to any other rights or remedies it may have, exercise at its discretion one or more of the following remedies:

a. rescind the Sale of that Lot or any other Lot sold by the Seller to the Buyer at the same or any other Sale;
b. re-sell the Lot by Auction, private sale or any other means;
c. remove, store and further insure the Lot at the expense of the Buyer;
d. retain any Lot sold to the Buyer at the same or any other Auction until payment of the Purchase Price by the Buyer;
e. apply the proceeds of the Sale of any Lot then due or at any time thereafter becoming due to the Buyer in payment or part payment of the Purchase Price;
f. exercise a lien on or exercise a power of sale over any other property of the Buyer in the power, possession or control of the Company;
g. repossess any goods comprising any Lot in respect of which payment is overdue and thereafter resell the same, and for this purpose the Buyer hereby grants an irrevocable licence to the Company to enter upon all or any of the Buyer’s premises (with or without vehicles) during normal business hours, without prejudice to any other rights of the Company to repossess any goods comprising any Lot;
h. issue legal proceedings against the Buyer;
i. reject a bid from the Buyer at any future auction sale or require the Buyer to pay a deposit before any bid is accepted by the Company at any future Sale.

18.2 If the Lot is not collected within a period of three (3) days after the Sale, the Lot will be dealt with in accordance with Clause 19.2.

18.3 The Buyer shall pay all reasonable legal and other costs reasonably incurred by the Company or the Seller (whether or not Court proceedings shall have been issued) as a result of the Buyer’s non-payment for and/or failure to collect a Lot, on a full indemnity basis, together with interest thereon at the Interest Rate from the date upon which the Buyer shall have become liable to pay the Purchase Price.

19. Treatment of Uncollected Lots

19.1 If an unsold Lot is not collected by a Seller within twenty-eight (28) days of the Auction or the Second Auction (if applicable), the Company will give the Seller a written notice of the Company’s intention to dispose of the uncollected Lot.

If the Lot is not collected by the Seller within twenty-eight (28) days of having received a written notice, the Company is entitled at its discretion to:

a. transfer title and risk in the Lot to the Company; or
b. dispose of the Lot in accordance with the Uncollected Goods Act 1995 (NSW) and to the Company’s benefit,

notwithstanding the Offer Fee or Expenses paid by the Seller to the Company.

19.2 If a Lot purchased by the Buyer is not collected within a period of three (3) days after the Sale, the Company is entitled at its discretion to:

a. issue a written notice to the Buyer of the Company’s intention to dispose of the uncollected Lot; and
b. charge a daily Storage Fee to the Buyer until the Lot is collected by the Buyer.

If the Lot is not collected by the Buyer within 28 days of having received a written notice, the Company is entitled at its discretion to:

c. transfer title and risk in the Lot to the Company; or
d. dispose of the Lot in accordance with the Uncollected Goods Act 1995 (NSW) and to the Company’s benefit,

notwithstanding the Purchase Price or Storage Fees paid by the Buyer to the Company.

In the event of a resale, the Buyer will be entitled to the Sale Proceeds paid for the resale but not a refund of the original Purchase Price paid.

20. Resale Royalty

20.1 The Seller:

a. acknowledges that they understand their legal obligations under the Resale Royalty for Visual Artists Act 2009 (“the Act”);
b. undertakes to comply with all requirements of the Act, including by providing its agent, the Company, with accurate information sufficient for compliance with sections 28 and 29 of the Act;
c. undertakes to indemnify the Company for any loss incurred by the Company as a result of the Seller’s failure to comply with any of the Seller’s legal obligations under the Act; and
d. acknowledges that if they fail to comply with any of their legal obligations under the Act, the Company may provide the Seller’s name and contact details to Copyright Agency Limited.

20.2 Lots which the Company identifies with the § sign or advises at the Auction will be subject to payment of the artist resale royalty in the event that the lot is sold for a Hammer Price of $1,000 or more (“Artist Resale Royalty Fee”).

20.3 The Buyer will be liable to pay the Artist Resale Royalty Fee which will be charged in addition to the Premium plus any and all applicable taxes.

21. Sale of Jewellery and Authenticity Certificate

21.1 Sale of Jewellery

a. Lots offered by the Company containing jewellery and watches may be accompanied by an independent valuation as stated in the catalogue.
b. The Buyer acknowledges and agrees that:

i. these valuations are conducted by registered valuers and are offered only as independent opinions;
ii. variation may be found as to the colour, clarity and size of stones described in these reports and the Company does not guarantee the accuracy and reliability of these independent valuations.

c. Where stones, gold or other precious metals form part of a Lot can be weighed, the Company may provide the weight of these elements as part of the description for the Lot.
d. The Buyer acknowledges and agrees:

i. that these weight figures are given as an approximation only and are subject to a variation of up to ten percent (10%), unless the description of the Lot is accompanied by a laboratory certificate; and
ii. to make no claim against the Company or the Seller in the event that the Buyer determines the weight of an element to be less then or greater than the weight described.

e. Wristwatches and pocket watches are offered in their current condition, and the Company does not guarantee that they are in working order.

21.2 Authenticity Certificate

a. As various manufacturers may not issue certificates of authenticity, the Company has no obligation to furnish a buyer with a certificate of authenticity from the manufacturer, except where specifically noted in the catalogue.
b. the Company will not cancel a Sale due to the failure of a manufacturer to issue a certificate of authenticity.

22. Absentee, commission and telephone bids

22.1 An absentee bidder may make an absentee bid in the form of written instructions directing the Company to bid on one or more Lots up to a maximum amount specified for each Lot by completing an Absentee Bidding Form. The Company will execute the absentee bid at the lowest possible price taking into account the Reserve and other bids. There is no charge for this service. If identical bids are left by two or more parties, the first bid received by the Company will take preference. The Auctioneer may execute bids for absentee bidders directly from the rostrum, clearly identifying these as absentee or commission bids.

22.2 The Company is prepared to execute telephone bids on behalf of prospective Buyers who are not at the Auction at no charge subject to the completion of a Telephone Bidding Form on the condition that the prospective Buyer acknowledges that taking instructions by telephone in the course of an Auction has inherent risks (such as miscommunication, misunderstanding or other problems caused by a telecommunications fault or failure including a mobile telephone connection falling out).

22.3 The Company shall not be responsible for any errors or omissions in connection with the execution of absentee, commission or telephone bids.

23. GST

23.1 Interpretation

Words or expressions used in this clause that are defined in A New Tax System (Goods and Services Tax) Act 1999 have the same meaning.

23.2 GST and amounts payable to the Company:

a. Unless otherwise stated, all amounts owing by the Seller to the Company (including, without limitation, the Seller’s Commission, the Offer Fee, the Insurance Fee, and Expenses) under this agreement do not include GST. If and to the extent that any amount owing by the Seller to the Company is consideration for a taxable supply by the Company, the amount shall be increased by an amount equal to the GST payable by the Company on that supply.
b. Unless otherwise stated, all amounts payable by the Buyer to the Company under this agreement (including, without limitation, the Premium) do not include GST. If and to the extent that any amount payable by the Buyer to the Company is consideration for a taxable supply by the Company, the Buyer must pay to the Company, an additional amount equal to the GST payable on the supply.

23.3 GST and amounts payable to the Seller

a. The Seller must, on or before the date of the Sale, notify the Company whether it is registered for GST, and if so, must provide its ABN to the Seller at the same time.
b. If the Seller notifies the Company that it is registered for GST in accordance with clause 23.3(a):

i. the Seller authorises the Company as its agent, to issue a tax invoice to the Buyer in respect of the Sale of any Lot which is a taxable supply; and
ii. on payment of the Sale Proceeds to the Seller in accordance with clause 11, the Company will:

A. notify the Seller of the amount of GST included in the Sale Price for the Lot to enable the Seller to determine its GST liability on the Sale; and
B. give the Seller a tax invoice for any taxable supply made by the Company to the Seller under this agreement (including, without limitation, any supply for which the Seller’s Commission, the Offer Fee, the Insurance Fee, and Expenses are consideration) including any amounts payable on account of GST in accordance with clause 23.2(a).

23.4 GST on sale of Lot to Buyer

a. The Sale Price is inclusive of GST (if any) and shall not be increased any further for any GST payable by the Seller in respect of the Sale.
b. If the Seller has informed the Company that it is registered for GST in accordance with clause 23.3(a), the Company will, upon request by the Buyer or otherwise at its discretion, issue a tax invoice to the Buyer showing:

i. the amount of GST included in the Sale Price; and
ii. any amounts payable by the Buyer to the Company in consideration for any taxable supply made by the Company to the Buyer under this agreement and any GST payable on the supply in accordance with clause 23.2(b).

c. If the Seller does not inform the Company that it is registered for GST in accordance with clause 23.3(a), the Sale will be presumed not to be a taxable supply, and the Company will only issue a tax invoice for any taxable supply made by the Company to the Buyer under this agreement (including, without limitation, any taxable supply for which the Premium is consideration and any amounts payable on account of GST payable on that supply in accordance with clause 23.2(b)).

23.5 Obligations of non-resident Sellers

a. This clause 23.5 only applies to Sellers that are non-residents of Australia.
b. The Seller must, on or before any Lot is imported into Australia for Sale, notify the Company as to:

i. whether the Seller will be selling the Lot in the course of carrying on an enterprise; and
ii. whether the Seller is registered for GST in Australia.

c. The Seller acknowledges and agrees that the Company has the right to deduct and retain from the Sale Proceeds, an amount equal to any GST for which the Company is or becomes liable to pay in respect of the importation or Sale of a Lot, including, without limitation, any GST payable pursuant to Division 57 of the GST Act.

23.6 Reimbursements (net down)

a. If a payment to a party under these Conditions is a reimbursement or indemnification, calculated by reference to a loss, cost or expense incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled on the acquisition of the taxable supply to which that loss, cost or expense relates.

24. Online Sales

24.1 A prospective Buyer:

a. accepts full responsibility for all actions taken by any person using the Buyer’s login and password (whether authorised or not);
b. agrees to only access the Website and Online Sales System for legitimate and lawful purposes and in accordance with these Terms and any instructions or directions given to the purchaser; and
c. agrees and acknowledges that the Company may, in its absolute discretion, withdraw or restrict the purchaser’s access to the Website or Online Sales System.

24.2 The Buyer agrees not to do, or attempt to do, any of the following:

a. reverse engineer any aspect of the Website or Online Sales System or do anything that might discover source code, bypass or circumvent measures employed to prevent or limit access to any area or code of the Website or Online Sales System (except as otherwise expressly permitted by law);
b. use any robot, spider, scraper or other automated means or interface not provided by the Company to access the Website or Online Sales System; and
c. extract data or gather or use information available through the Website or Online Sales System though any means not intentionally made available or provided for through the Website or Online Sales System.

25. Variation

25.1 The Company reserves the right to vary these Conditions in its sole discretion. Any variation of these Conditions shall apply to all dealings between a Seller or a Buyer and the Company from the day on which the variation takes effect.

25.2 These Conditions are available on the Website and the use of the Website or any Online Sales System on which Lots are offered by the Company for Auction or private sale is acceptance of the Conditions as varied from time to time.

26. Privacy

26.1 The Company is bound by the Australian Privacy Principles (or APP’s) and the Privacy Act (1988).

26.2 The Theodore Bruce Privacy Policy is available on the Website or upon request from any Company office and should be read in conjunction with the above. It contains further details about our information collection and handling practices including information about other ways we may collect, use or exchange:

a. Your Information;
b. how you may access and seek correction of Your Information; and
c. how to make a complaint about a breach of your privacy rights and our complaint handling procedure.