DOROTHEUM – AUCTION RULES
valid as of 15.1.2014
DOROTHEUM spol. s r.o., with its seat at 110 00 Prague 1, Ovocný trh 580/2, entered in the Commercial Register administered by the Prague Municipal Court in Section C, File No. 94720, identification No. 27079716, VAT No. CZ27079716 (hereinafter "DOROTHEUM"), sells, in its own name and on account of its clients (the "sellers"), certain art objects (inter alia in the form of an auction). These auctions of art objects are being organized in line with the international customs in the art trade and in accordance with the present Auction Rules.
I. Auction, Subject Matter of the Auction
DOROTHEUM organizes both ordinary auctions on a regular schedule, in the physical presence of bidders (or their authorized agents), and special auctions that are meant to promote the sale of goods on the sales floor of DOROTHEUM. Special auctions may also take the form of internet auctions. Where the term 'auction' is used in the present Auction Rules, it refers to both regularly scheduled auctions and special auctions (including those which take the form of internet auctions), unless the context suggests otherwise.
With respect to the item(s) that DOROTHEUM is to offer for sale in auctions (the "auctioned item(s)"), DOROTHEUM enters into agreements with their owners on the procurement of their sale in an auction.
The participants in the auction will be informed in the course of the auction that specific items have been declared a part of the nation's cultural heritage (or have been proposed for inclusion on the list of the nation's cultural heritage) within the terms of the National Heritage Preservation Act (Act No. 20/1987 Coll., as amended). Items belonging to the natural cultural heritage may only be exported abroad if the competent authorities have given prior approval. The sale and export of items of cultural significance is governed by Act No. 71/1994 Coll., on the sale and export of items of cultural significance, as amended. The latter may only be removed from the territory of the Czech Republic if an official certificate confirms that they have not been declared a part of the nation's cultural heritage, nor form a part of a larger whole which has been declared part of the nation's cultural heritage within the meaning of the National Heritage Preservation Act. If the auctioned item is a collection (or an individual item from a collection) entered in the central register of museum collections at the Czech Ministry of Culture, then any disposal or transfer of the auctioned item is subject to the conditions set out in Act No. 122/2000 Coll., on the protection of museum collections.
II. Auction participant
The circle of participants in a given auction is limited: only clients of DOROTHEUM, and other individuals who have DOROTHEUM's approval and who have been registered as participants prior to the event, may participate in the auction. There is no entitlement to being registered, and DOROTHEUM may deny registration to prospective participants even without giving reasons.
Individuals who do not have full legal capacity cannot become participants in the auction, nor can those who are unfit to acquire the ownership title to (or other rights pertaining to) the auctioned items, or those over whose estate bankruptcy has been declared, or against whom a motion for insolvency was filed and then dismissed for lack of assets, whereas this restriction applies for three years from the date on which the pertinent official decision became final. The auctioneer or staff of DOROTHEUM cannot participate in the auction. DOROTHEUM may exclude anyone from participation in the auction who, over the course of the past three years, failed to pay the purchase price for any auctioned item sold by DOROTHEUM and/or has otherwise been in material breach of their contractual obligations vis-a-vis DOROTHEUM.
Private individuals who are participants in the auction, or act as the authorized agent of a participant in the auction, or act on behalf of a legal entity participating in the auction, must present valid ID at the time at which attendance is taken (i.e., their government-issued identity card - občanský průkaz -, their passport, or their residence permit - průkaz o povolení k pobytu na území ČR).
During the procedure of taking attendance, legal entities who participate in the auction (or act as the authorized agent of a participant in the auction) must present an extract from the Commercial Register (or other public record in which they are entered); this extract must not be older than three months. The extract must make manifest who is authorized to act on behalf of the legal entity, also as regards the authority to grant power of attorney; if this is not the case, then suitable additional evidence (e.g. minutes from the general meeting) must be presented to demonstrate the pertinent executive powers. DOROTHEUM may demand that extracts from foreign registers and other evidence of executive powers (with the exception of Slovakia) be properly certified (by way of a special clause known as "apostille" or by way of superlegalization).
Before the auction commences, each participant must pick a bidder's paddle with which to place bids for the purchase of auctioned items, against payment of a refundable deposit of CZK 1 000.
DOROTHEUM may in individual cases demand that persons who wish to register as a participant in the auction pay a deposit towards the purchase price of the auctioned item prior to the auction.
III. Participation by proxy
Participants may have themselves represented at the auction by an authorized agent, based upon written power of attorney; legal entities that participate in an auction may be represented, aside from their statutory (i.e., executive) body, by an authorized clerk (prokurista).
Auction participants may authorize DOROTHEUM to represent them in the auction, either (i) based upon written power of attorney (a template of which is available on www.dorotheum.com and at the seat of DOROTHEUM, and/or (ii) by completing the power of attorney which is posted as a web-based form for individual catalogue items in the online auction catalogue at www.dorotheum.com. If an auction participant so wishes, they may instruct DOROTHEUM in its capacity as their authorized agent over the phone or in the form of a pre-agreed written bidding limit. The written limit must be specified in the power of attorney; it determines the maximum bid for purchase of a given auctioned item which DOROTHEUM may make on behalf of the participant.
IV. Course of the auction
Auction participants must respect the instructions of DOROTHEUM and must in no way interfere with the course of the auction.
An auction catalogue is being issued for each auction (except for special auctions) which lists the auctioned items sold at the given auction; the venue, date, and time of the auction; and information on where the auctioned items may be viewed. Auction catalogues are available for inspection at the seat of DOROTHEUM at least 14 business days prior to the date of the auction. Auctioned items will be sold in the order listed in the auction catalogue. The figure stated in bold in the auction catalogue represents the minimum bid for purchase of the given item (calling price), a second (non-highlighted) figure indicates the estimated value of the auctioned item. Prices in euro are rounded figures, corresponding to the minimum bid, and are for greater ease of orientation only. As a rule, the minimum bid for purchase of an auctioned item will be 2/3 of the estimated value.
The auction is run on behalf of DOROTHEUM by an auctioneer, who invites the participants to make binding offers for the purchase of the auctioned item in the form of incremental bids, whereas the minimum increment by which each bid must exceed the preceding bid is stipulated in the chart of fixed bid increments that is reproduced further below in these Auction Rules. Auction participants are bound by their offers (bids) for purchase of the auctioned items. By making a bid, the participant confirms that they duly familiarized themselves with the auctioned item, and that they understand its categorization given in the auction catalogue (for which a glossary is provided further below).
Once no higher bid is made in spite of the auctioneer's calls, the auctioneer will remind the participants once more of the last highest bid and, after three calls, accept the bid of the auction participant who made the highest bid, thus entering into the contract for purchase of the auctioned item between DOROTHEUM and the bidder with the highest bid (the "winning bidder").
In the case of tied bids (several participants offered the same amount and no higher bid is made), it is at the auctioneer's discretion to decide whose bid will be accepted (i.e., to whom the auctioned item shall be sold). An auctioned item for which no minimum bid is made even after repeated calls is considered unsold. In the case of internet auctions, the contract for purchase of the auctioned item comes into existence as at the moment at which the auction closes (assuming that the minimum bid was made); the auctioned item is always sold to the highest bidder.
DOROTHEUM itself may participate in the auction and submit offers for the purchase of auctioned items.
Auctioned items with a calling price below 10 000 CZK may only be bought in the auction based upon a maximum bid previously submitted in writing, or by a participant who is physically present at the auction hall.
Taking photographs or audiovisual recordings during the auction requires special permission by DOROTHEUM.
Protests regarding the course of the auction must be raised immediately, on the floor of the auction hall, or else they will be disregarded. It falls upon the auctioneer to resolve such protests with final authority on behalf of DOROTHEUM, in the spirit of customary international procedure and in accordance with the principles of fair business dealings. If a bid was accidentally overlooked during the auction and/or for other reasons not taken into account, and/or if the auctioneer is in error as to whether a certain bid was made or not, DOROTHEUM may withdraw from a purchase contract already made, either in the course of the auction and/or within three business days from the day on which the auction took place. No participant has any claims vis-a-vis DOROTHEUM in this respect, with the exception of the right to demand that they be returned the purchase price and the auction fee which they already paid.
V. Purchase price (attained in the bidding process)
The winning bidder must duly and timely pay the purchase price for the auctioned item which they purchased in the auction. The purchase price for the auctioned item is due for payment within 30 days from the date of the auction at the latest.
If the winning bidder purchased several auctioned items and does not specify towards which of their obligations a particular payment is being made, DOROTHEUM may use incoming payments at its discretion to settle the purchase price of any of the auctioned items bought by the winning bidder and/or to settle other receivables of any kind which it has towards the winning bidder.
The purchase price for auctioned items may be paid in cash or via cashless transfer to the bank account of DOROTHEUM or by card at the cash desk of DOROTHEUM (VISA, MASTER CARD and AMERICAN EXPRESS are accepted).
If the purchase price attained at the auction is not paid by the due date, DOROTHEUM may, depending on its understanding with the seller, proceed and collect the payment of the purchase price, in which case the winning bidder bears any and all expenses associated with the enforcement and collection of the amount owed, including the costs of legal representation. DOROTHEUM may assign these claims for payment of the purchase price to the seller. Instead of collection of the amount owed, DOROTHEUM may also decide to withdraw from the purchase contract, whereupon the winning bidder must compensate DOROTHEUM and the seller for their respective financial injury, including lost profit.
The winning bidder is also obliged to pay an auction fee to DOROTHEUM, in the lump-sum amount of 20% of the purchase price of each auctioned item which they bought at the auction (subject to a lower amount of the auction fee being mentioned for the individual item in the auction catalogue). The auction fee serves to cover the expenses incurred by DOROTHEUM in connection with organizing and holding the auction, and as remuneration for the services which DOROTHEUM provides to the winning bidder in connection with the auction (the "auction fee"). The auction fee is payable on the same terms and in the same manner as the purchase price for the auctioned item itself. The auction fee already includes VAT (if any).
The winning bidder may only set off their own claims vis-a-vis DOROTHEUM against DOROTHEUM's receivables to the extent that these claims were awarded in a final court decision and/or expressly recognized by DOROTHEUM.
VI. Acquisition of title, handover of the auctioned item
The ownership title to the auctioned item passes to the winning bidder as of the moment of full payment of the agreed purchase price; as of the same moment, the risk of deterioration, destruction and loss also passes to the winning bidder.
The auctioned item will be handed over to the winning bidder after they paid the agreed purchase price, the auction fee, and such other liabilities as they may have vis-a-vis DOROTHEUM. Upon becoming the owner of the given auctioned item, the winning bidder must promptly pick up the same; they must also promptly see to it that they satisfy the requirements for taking over the auctioned item. If the winning bidder is in default with the takeover of the auctioned item, DOROTHEUM may charge CZK 100 from the winning bidder for each day of default and for each purchased item. In such an event, DOROTHEUM may also put the auctioned item into judicial safekeeping at the expense of the winning bidder and/or sell the auctioned item in a suitable form on account and at the expense of the winning bidder, for any price that finds a buyer (whereas in such a case, DOROTHEUM's fee for procuring the sale is 40% of the attained purchase price, after all expenses of DOROTHEUM have been deducted). DOROTHEUM is entitled to exercise a right of retention to the auctioned items which the winning bidder bought in the auction in order to secure the settlement of liabilities of the winning bidder vis-a-vis DOROTHEUM.
Along with the auctioned item, DOROTHEUM also provides the winning bidder with written confirmation of their acquisition of title. DOROTHEUM may agree with the winning bidder to send the auctioned item to an address specified by the latter, whereas all expenses associated with the transport of the auctioned item are borne by the winning bidder. The transport fees depend on the current price lists of DOROTHEUM's contractual forwarders.
The place of performance with respect to obligations in connection with the auction is DOROTHEUM's seat (whereas due consideration shall be given to the fact that auctions will as a rule be held in another location, i.e., away from DOROTHEUM's seat).
DOROTHEUM is not obliged to inform the winning bidder of the identity of the seller (or vice versa).
VII. Indemnity
The winning bidder agrees that any potential liability of DOROTHEUM vis-a-vis the winning bidder for injury suffered by the latter is limited: DOROTHEUM is not obliged to compensate them for lost profit or for injury which they would have incurred in any case. Only financial injury in the actual proven amount shall be compensated, and only up to the amount of the paid purchase price for auctioned items. Also, DOROTHEUM is not liable vis-a-vis the winning bidder for damage to auctioned items which occurs while the winning bidder is in default with picking them up.
Any hidden defects of auctioned items must be invoked within 12 months from their receipt and acceptance.
The value appraisal, professional identification, and specification of auctioned items are carried out by DOROTHEUM's experts. The statements made in the auction catalogue are the result of expert examinations, but the accuracy of appraisals or assessments cannot be guaranteed. In the case of art objects - i.e., in particular, paintings and antiques - defects and damage are made explicit only to the extent that they have impact on their artistic value and may potentially influence the price. For the rest, these items may be restored, damaged, inoperable, etc. Any damage (or loss of function) is already reflected in the value appraisal of the given auctioned item as listed in the auction catalogue. All prospective buyers (auction participants) are given the opportunity to view and inspect the auctioned items on offer prior to the auction itself, within such time periods as set out in the auction catalogue. Complaints as to the price, quality, condition, and operativeness of auctioned items, or other manifest defects, which are made after the winning bid has been accepted shall be disregarded.
VIII. Final provisions
The purchase of auctioned items in an auction, and all pertinent legal relations, are governed by Czech law, i.e., in particular, the provisions of Sec. 2455 et seq. (on sales on commission / consignment) of the Czech Civil Code (Act No. 89/2012 Coll., as amended). The United Nations Convention on Contracts for the International Sale of Goods, including the Convention on the Limitation Period in the International Sale of Goods, is hereby expressly excluded. The competent court for resolving disputes arising from the auction is the court with subject-matter jurisdiction at the seat of DOROTHEUM.
For tax purposes, the date of taxable services and supplies with respect to any of the services rendered by DOROTHEUM based upon the present Auction Rules or based upon the agreements made with the owners of auctioned items on the procurement of sales in an auction, is deemed to be the day on which the auctioned item is being handed over to the winning bidder / buyer.
Categorization of auctioned items
In the opinion of our experts, the following terms, which may be used to describe auctioned items in the auction catalogue, should be construed as follows:
&nb
Signed, initialled | In the artist’s own hand |
Marked | Possibly by someone else’s hand |
Attributed | Possibly, but not necessarily, an authentic work of the artist |
Workshop | Work probably originated in the artist’s workshop, i.e., in the immediate surrounding of the artist |
School | Work created in a style and period close to the artist or a regional group of artists |
Circle | Work created in a wider circle of the artist’s influence |
Follower | Work created in the style of the artist, but possibly of a later date |
Imitator | Imitation or duplication of work, created on an uncertain date after the original work |
First name and surname of artist, with date and place | Authentic work of a specific artist |