MENZIES ART BRANDS PTY LTD CONDITIONS OF BUSINESS (effective 14 August 2023)

The terms and conditions of business contained in our sale catalogue are incorporated into these Conditions of Business and your attention is drawn in particular to the following:

Menzies Art Brands Pty Ltd ("MAB") will only undertake to sell goods at auction as the Vendor's Agent on the following basis:

1. The Vendor by delivering or causing delivery of the Property to MAB:-

1. warrants that it has a clear unencumbered title to the Property or is authorised by the true owner to sell the Property;
2. authorises MAB as Agent to sell the Property subject to MAB's usual conditions of auction sale or by private treaty;
3. authorises MAB to receive the purchase money into its trust account;
4. authorises MAB to sign any contract of sale;
5. shall make no objection to any prospective purchasers from inspecting the Property prior to sale;
6. agrees that MAB is under no obligation to account to the Vendor for any interest or other benefit it may receive as a result of its receiving and holding the proceeds of the sale.

2. The Vendor cannot change or alter the reserve price agreed to without the consent of MAB. Provided the reserve price is reached MAB may sell the Property to the highest bidder at auction. However, MAB may sell the lot below the reserve if the Vendor receives the net amount which the Vendor would have received had the lot been sold at the reserve. All Property consigned without a reserve price may be sold at the Auctioneer's absolute discretion.

3. This auction agreement shall commence on the date of signing and will continue until settlement funds have cleared after the auction. If the Lot is unsold at the auction, MAB, as the Vendor's exclusive agent, is authorised for a period of fourteen business days following the auction to sell the lot privately and in such event, all provisions of this Agreement shall apply.

4. In return for its services, MAB will receive a Seller's commission, set out on the front of the Consignment Agreement form, calculated on the final Bid price (The "hammer" price), and a Buyers Premium to be collected from the buyer of 25% (GST inclusive) of the final Bid price or such other amounts as shall be published by MAB from time to time.

5. The Property shall be sold in its condition as at the date of its arrival at the MAB premises and if any restoration on the Property is required this shall be undertaken at the Vendor's risk and expense.

6. MAB accepts no responsibility to either Vendor or Purchaser as a consequence of mis-description, mis-statement or incorrect opinion with respect to the Property, whether expressed in any catalogue or verbally and whether such alleged mis-description, mis-statement or incorrect opinion occurs prior, during or after the auction.

7. Without any prior notice to the Vendor MAB reserves the right to withdraw from sale the Property or have the Property listed at any Menzies Art Brands auction.

8. Should any claim for misrepresentation be made by a Purchaser against MAB arising out of the auction sale the Vendor shall fully indemnify MAB against such claims.

9. Within 35 days of receipt by MAB of the sale proceeds, subject to the clearance of cheques or other modes of payment, MAB will account to the Vendor the sale proceeds less commission and all charges such as freight, storage, resale royalty, framing, restoration, copyright fees, and all other out of pocket expenses reasonably incurred by MAB in relation to the sale of the Property and set out on the front of the Consignment Agreement form or otherwise notified in writing to the Vendor.

10. If the Buyer fails to pay to MAB the purchase price MAB will endeavour to take the Vendor's instructions as to the appropriate course of action to be taken and, in so far as in MAB's opinion is practicable, will assist the Vendor to recover the purchase price from the Buyer but MAB shall not be obliged to institute recovery proceedings against the Buyer in its own name.

11. If the Property is unsold at auction all storage, re-delivery charges and associated expenses with respect to the Property shall be borne and paid by the Vendor unless otherwise agreed on the front of the Consignment Agreement form.

12.

1. MAB maintains their own insurance against their personal liability for some risks arising from insurable perils including fire, theft following forcible entry and water damage. MAB's insured value for the property is restricted to the gross amount realised at Auction or in the case of Property unsold at auction, withdrawn or otherwise held prior to a sale, MAB's estimated auction realisation price - "the reserve price"
2. The sum for which a Lot is covered for insurance under this Condition will not constitute, and shall not be relied upon by the Vendor as a representation, warranty or guarantee as to the value of the Lot or that it will, if and when sold by MAB, be sold for such amount. MAB's insurance will continue until payment is made by the Buyer or, in the case of unsold Lots, until the expiry of seven days after the receipt by the Vendor of notice from MAB sent by prepaid mail, email or facsimile to the Vendor's last known address, email account or facsimile requiring the Vendor to collect the Lot.
3. If the Lot is lost, stolen, damaged or destroyed before the risk passes to the Purchaser and MAB's insurance company pays compensation to MAB then MAB shall pay that compensation to the Vendor less a Vendor's Commission based on the quantum of the compensation paid and calculated in accordance with MAB's prevailing commission rates.
4. The Lot shall in all other respects remain at the risk of the Vendor. The Vendor is therefore recommended to make their own arrangements to ensure "all risks" cover is maintained on the Lot whilst in MAB's possession or control and also whilst in transit to cover loss and damage outside the terms of the MAB policy;
5. MAB does not accept responsibility for Lots damaged by insect infestation or by changes in atmospheric conditions and MAB shall not be liable for such damage nor for any damage to glass or picture frames.

13. The Property may be stored at any location nominated by MAB and MAB reserves the right to remove and store any Property that has not been collected within 7 days of the receipt by the Vendor of notice from MAB sent by prepaid mail or email to the Vendor's last known address or email requiring the Vendor to collect the Lot, and charge expenses associated with such removal and/or storage to the Vendor's account.

14. MAB reserves the right to obtain any illustration or photograph of any item of Property to be used in its catalogue or other publications and the Vendor hereby grants an irrevocable licence to use such pictorial representation of the Property without charge, whether or not in connection with any auction. Where any royalty or like payment is demanded by the original artist or third party lawfully entitled, the Vendor authorises MAB to make payment thereof and either deduct the amount paid from the proceeds of sale or alternatively the Vendor shall reimburse MAB for the cost thereof.

15. If the Vendor chooses for whatever reason to withdraw the goods or terminate this Consignment Agreement after signing the Consignment Agreement, then the Vendor shall pay MAB any charges shown on the Consignment Agreement form and/or referred to in clauses 9 and 14 and a withdrawal fee equal to the sum of the Vendors commission and the Buyers Premium calculated as if the withdrawn goods had been sold at the mean of MAB's pre-sale estimates.

16. MAB may withdraw any lot from a sale without liability if MAB reasonably believes there is any doubt regarding the lot's authenticity, attribution or condition, or MAB reasonably doubts the accuracy of the representations or warranties of the Vendor.

17. G.S.T.

1. For the purposes of this contract, "G.S.T." means the Goods and Services Tax imposed by the A New Tax System (Goods and Services Tax) Act 1999 (Com)(as amended). Terms in "parenthesis" are to be read as having the same meaning given to them in the G.S.T. Act.
2. Any sale will if the Vendor supplies an A.B.N. be treated as taxable for the purposes of G.S.T., with the benefit of any zero rating available under any applicable transitional arrangements.
3. Each amount, of whatever description, specified as payable by the Vendor to MAB by way of fees and commissions under this instruction to sell are expressed as inclusive of G.S.T.. In addition to the amount payable, the Vendor must pay to MAB, on production of a valid "tax invoice", the G.S.T. payable by MAB in respect of that amount.
4. The Commission payable by the Vendor will be based on the value of the "taxable supply" inclusive of any G.S.T. component.
5. MAB will sell the Property to be auctioned on a G.S.T. inclusive basis. The Hammer Price will therefore be exclusive of any G.S.T. payable by the Vendor. MAB will invoice the Purchaser for the hammer price, buyer's premium and the applicable G.S.T. MAB will account to the Vendor for the G.S.T. payable inclusive in the hammer price actually recovered from the Purchaser. The Vendor will be responsible to pay the G.S.T. to the Australian Tax Office.
6. The Vendor must carefully assess personal liability to pay G.S.T. on the sale of any Property. We recommend you contact your accountant or lawyer on this question.
7. The Vendor must indicate whether the Vendor believes the Property to be subject to G.S.T. on its sale. If the Vendor ticks the box shown on the Consignment Agreement form and discloses an A.B.N. it will be assumed that the Vendor is "a registered entity" conducting an "enterprise" and the sale is not "G.S.T. free" or "input taxed supplies". MAB will act on the Vendor's declaration by auctioning the work as a G.S.T. inclusive supply. MAB will make available a list of works which will be sold inclusive of G.S.T. in the hammer price to intending bidders on request. MAB will provide the purchaser with a valid "tax invoice" if G.S.T. is assessable on the sale.