Winning Bidder Terms & Conditions.

All Bidders are required to review and agree to the following Conditions of Business prior to bidding on a motor car or any other lot at this or any other RMS auction.

BIDDERS’ CONDITIONS OF BUSINESS

1. Introduction.

1.1. Please ensure that you read and understand these Conditions of Business prior to bidding on a motor car or any other lot at this or any other RM Auctions, Inc. (“RMA”) or RM Sotheby’s (“RMS”) auction (RMA and RMS together “RM”). Even though the RM Bidders’ Conditions of Business are standardized, there are unique jurisdictional requirements and terms that may not apply to every auction, and it is each Bidder’s responsibility to understand and review these Conditions of Business as they apply. By agreeing to these Conditions of Business, you are agreeing to be bound by these Conditions of Business for both RMS and RMA auctions. Please note that the Bidders’ Conditions of Business are subject to change, and it is each Bidder’s responsibility to apprise themselves of any changes to the Bidders’ Conditions of Business. Bidders are encouraged to contact RM’s Client Service department at clientservices@rmsothebys.com with any questions or concerns regarding these Bidders’ Conditions of Business.

1.2. RM’s contractual relationship with the Bidders is governed by:

1.2.1. These Bidders’ Conditions of Business;

1.2.2. The Bidders’ Conditions of Business displayed in the auction salesroom;

1.2.3. The Bidders’ Conditions of Business displayed on RM’s website; and

1.2.4. In each case as amended by any salesroom notice, auctioneer’s announcement at the auction, or website update.

(Clauses 1.2 to 1.2.4 together “Contractual Obligations”.)

1.3. As auctioneer, RM acts as the agent for the Consignor, and a sale contract is made directly between the Consignor and the Buyer.

1.3.1. Occasionally, RM may own a motor car or any other lot (and, in such circumstances, acts in a principal capacity as the Seller) and/or may have a legal, beneficial, or financial interest in a motor car or any other lot as a secured creditor or otherwise.

2. Bidder Due Diligence Responsibilities. The Bidder is responsible for any and all due diligence including but not limited to inspections and verification of the (i) condition, (ii) authenticity, (iii) completeness, (iv) statements made in reference to, and (v) any and all other matters regarding any motor car or any other lot offered in an RM sale (“Bidder Due Diligence”).

3. Twenty Day Window for Rescission of Sale due to Material Misrepresentation.

3.1. RM will review concerns regarding material misrepresentations raised by the Buyer for 20 business days from the date of the auction; after which time, all sales are considered “As Is” and “Where Is” as outlined in clause 4 below. Please send all concerns to legal@rmsothebys.com.

3.2. If it is found that the alleged material misrepresentation (that would not have been reasonably found through the Bidder Due Diligence) materially decreases the value or functionality of the motor car or any other lot, RM will work with the Buyer to reach a solution.

3.2.1. The Buyer agrees to indemnify, defend, and hold RM harmless from any claims that may be made with respect to any Buyer alleged damages or liability, including but not limited to, travel expenses, repair expenses, and inspection expenses in any way related to actions taken in accordance with clause 3.

(clause 3 to 3.2.1 together “Twenty Day Window”)

4. With the Exception of the Twenty Day Window, All Sales Are “As Is” and “Where Is.” No warranties or representations of any type whatsoever are made by RM regarding any motor car or any other lot offered in an RM sale. Statements printed in catalogues, online content, pre-mailers, advertisements, brochures, signs, and window cards, as well as verbal statements made by auctioneers or auction staff, are based on statements and historical files, if any, collected from the Consignor and other third party sources, and RM has no obligation to verify or authenticate any such statements. All motor cars or any other lots are sold as is, where is, with no representations or warranties, expressed or implied. THE CONSIGNORS AND RM DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED, AS TO CONDITION, ORIGINALITY, OR AUTHENTICITY; ORIGIN OR PROVENANCE; PREVIOUS USE OR OWNERSHIP; MANUFACTURING OR RESTORATION PROCESSES; YEAR OR AGE; SERIAL NUMBER, MAKE, OR MODEL; OPTIONS AND TOOLS; ENGINE HOURS; AND MILEAGE OF ANY MOTOR CAR OR ANY OTHER LOT OR COMPONENT OF ANY MOTOR CAR OR ANY OTHER LOT, AND THEY SPECIFICALLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

5. Services. RM agrees to act as an agent for the Bidders and provide auction services including, but not limited to, a sale facility, clerks, support staff, event advertising, and promotion. In connection with the auction, RM will have absolute discretion with regard to the motor car and any other lot or any RM auction as to (a) consulting any expert either before or after the sale, (b) researching provenance, (c) grouping and providing catalogue and other descriptions as may be appropriate, (d) marketing and promotion of the sale, and (e) any other services required to conduct the sale.

6. Bidding.

6.1. To bid at an RM auction, a Bidder must be at least 21 years of age.

6.2. At auction, there is no “cooling-off period.” If you are awarded the final bid, ownership changes hands at the close of the online timed auction, equivalent to the “fall of the auctioneer’s hammer” in a live auction. You own the motor car or any other lot and are responsible for payment in full. No Bidder may retract a bid made during the sale for any reason.

6.3. The Bidder is responsible for all risk of loss or damage and insurance immediately upon purchase of the motor car or any other lot.

6.4. RM reserves the right to reject any bid. The highest Bidder acknowledged by the auctioneer will be the Buyer. The auctioneer has absolute and sole discretion in the case of error or dispute with respect to bidding and, whether during or after the sale, to determine the successful Bidder, to re-open the bidding, to cancel the sale, or to re-offer and re-sell the motor car or any other lot in dispute. If any dispute arises after the sale, RM’s sale record is conclusive. Prospective Bidders should also consult rmsothebys.com and sothebys.com for the most up-to-date cataloguing of the motor cars or any other lots.

6.5. By participating in the sale, the Bidder represents and warrants that any bid placed by them, or on their behalf, is not the product of any collusive or other anti-competitive agreement and is otherwise consistent with federal and state antitrust law. RM may require such necessary financial references, guarantees, deposits, and/or such other security, at their absolute discretion, as security for any bid. Please bear in mind that RM is unable to obtain financial references over weekends or public holidays.

6.6. It is the Bidder’s sole responsibility to ensure they understand the process for bidding. If a Bidder has any questions or concerns, the Bidder is encouraged to contact Jera Presley either via email at jpresley@rmsothebys.com or via telephone at 260-927-9797.

7. Purchase Price. The purchase price shall consist of the following:

7.1. the Hammer Price (defined below) of the motor car or any other lot, and

7.2. the applicable Buyers’ Premium (defined below).

(Clauses 7 to 7.2 together “Purchase Price”.)

8. Buyers’ Premium. The winning Bidder will not be required to pay RM a percentage of the Hammer Price as the Buyers’ Premium for the purchase of the motor car or any other lot (“Buyers’ Premium”).

9. Taxes.

9.1. The Buyer is responsible to pay all city, state, federal, provincial, territorial, and any and all other taxes due for which the Buyer does not qualify as exempt, subject to RM verification; proof of exemption is the Buyer’s responsibility. The Buyer is responsible for any applicable duty, import tariffs, charges, or any and all other required payments that are due upon the import of the motor car or any other lot to its final destination.

9.2. Although by no means an exhaustive list, please be aware of the tax scenarios below.

9.2.1. For auctions held in the United States, if the Buyer of a motor car or any other lot resides in an American state in which RM is registered to collect/remit sales tax, RM is required to collect/remit sales tax on the purchase of that motor car or any other lot. RM is registered to collect/remit sales tax in the following states: California, Florida, Indiana, Pennsylvania, Arizona, New York, and Michigan. RM reserves the right to collect/remit sales tax from residents from other jurisdictions if RM deems the collection/remittance of tax necessary.

10. No Legal or Tax Advice. This agreement is an important legal document. The Bidder acknowledges that the Bidder has had the opportunity to consult an attorney before signing this agreement and has signed this agreement after having the opportunity to consult with an attorney of their own choosing. Notwithstanding any references to any transactions or arrangements in this agreement, or any contemporaneous written, oral, or implied understandings of the Parties relating to the subject matter of this agreement, RM has not provided legal or tax advice or tax planning services to the Bidder or for the Bidder’s benefit in connection with the transactions contemplated by this agreement, and no one at RM has acted as the Bidder’s attorney or tax advisor. It is the Bidder’s responsibility to satisfy themselves and comply with all applicable tax, duty, or any and all other payments associated with the purchase of a motor car or any other lot at an RM auction.

11. Payment.

11.1. Subject to fulfillment of the Contractual Obligations, on the fall of the auctioneer’s hammer (or equivalent device or mechanism), the contract between the Consignor and the Bidder is concluded.

11.2. The value of the last accepted bid upon the fall of the auctioneer’s hammer (or equivalent device or mechanism) is the Hammer Price (“Hammer Price”).

11.3. Payment is due in full on or before 5:00 p.m. of the next business day (“Payment Deadline”), and payment is to be made to RM.

11.4. All payments must be in the form of wire transfer unless other arrangements have been approved in advance.

11.5. RM is not obligated to release the motor car or any other lot to the winning Bidder until the winning Bidder has met all of the Contractual Obligations and paid the Purchase Price plus applicable taxes.

11.6. In the event that the winning Bidder does not pay any portion of the Purchase Price plus applicable taxes by the Payment Deadline, the Bidder agrees to and acknowledges the following: If RM elects to pay the Consignor any portion of the Purchase Price plus applicable taxes, RM shall have all of the rights of the Consignor to pursue the Buyer for any amounts paid to the Consignor, whether at law, in equity, or under these Conditions of Business. The Bidder hereby authorizes RM to deduct the Purchase Price plus applicable taxes from the Bidder’s cash deposit or to charge this amount to the credit card that the Bidder has provided. If the Bidder’s cash deposit and/or credit card payment does not cover the Purchase Price plus applicable taxes, in addition to other remedies available by law, RM reserves the right to impose, from the Payment Deadline until the full Purchase Price plus applicable taxes has been made by the Buyer, a late charge of 10% interest per annum on the (1) Purchase Price plus applicable taxes, (2) maximum published Sellers’ Commission, (3) Buyers’ Premium, (4) applicable expenses, (5) any collection costs, attorneys’ fees, and court costs incurred to enforce payment, and (6) other damages.

12. Campaign Contribution to (RED). The campaign contribution to (RED) shall be calculated by subtracting the following from the Hammer Price of the motor car: (i) the wholesale cost of the motor car; and (ii) the auctioneer commission fees (5% - 15% depending on the Hammer Price). U.S. Fund and (RED) can issue an acknowledgement letter thanking them for the contribution which also lists the value of the purchase and the auction selling price. The buyer will have to determine their own tax liability.

13. Reserves. Motor cars or any other lots not marked as “no reserve” (or similar) are subject to a reserve bid set by the Consignor. When a motor car or any other lot is sold subject to such a reserve bid, the auctioneer may bid on the Consignor’s behalf in an amount not to exceed the amount of the reserve bid.

14. Cancellation/Rescission of Auction. RM will use reasonable efforts to avoid cancellation/rescission; however, RM has the sole discretion to cancel/rescind the auction and will not be liable to the Bidder for any losses or damages resulting from the cancellation/rescission if RM believes the following events have occurred or have a reasonable probability of occurring:

14.1. Force Majeure events including but not limited to:

14.1.1. Any natural disaster, which despite reasonable efforts, restricts RM from holding the auction;

14.1.2. Structural damage to the auction venue prior to the auction, which despite reasonable efforts, restricts RM from holding the auction; and

14.1.3. Any terrorist event, which despite reasonable efforts, restricts RM from holding the auction.

14.2. Government/court actions, orders, injunctions, regulations, laws, or non-compliance with applicable rules, regulations, or laws to hold an auction that necessitate a cancellation.

15. Cancellation/Rescission of Motor Car or Any Other Lot. RM will use reasonable efforts to avoid cancellation/rescission; however, RM has the sole discretion to cancel/rescind the sale of a motor car or any other lot and will not be liable to the Bidder for any losses or damages resulting from the cancellation/rescission if RM believes the following events have occurred or have a reasonable probability of occurring:

15.1. RM opines that the motor car or any other lot has been intentionally and materially misrepresented by the Consignor;

15.2. RM opines that physical damage to the motor car or any other lot, which cannot be sufficiently repaired prior to the auction, occurred after this agreement was signed;

15.3. RM is served with a lawsuit from a third party in relation to the motor car or any other lot;

15.4. RM faces significant reputational damages that would cause monetary damages for selling the motor car or any other lot;

15.5. Material issues regarding title, registration, or transfer of ownership that cannot be reasonably cured;

15.6. Material issues regarding the provenance, merchantability, or authenticity of the motor car or any other lot that cannot be reasonably cured;

15.7. Government/court actions, orders, injunctions, regulations, laws, or non-compliance with applicable rules, regulations, or laws to sell the motor car or any other lot at auction that necessitate a cancellation; or

15.8. If there are legitimate claims, accusations, notices, or similar communications made by the Buyer in regard to their purchase of a motor car or any other lot not being authentic, being misrepresented, having an encumbered title or registration, having undisclosed material issue, or having a similar claim, RM has the right to retain the Buyer’s funds on account and be the arbitrator as to the merit of the Buyer’s claims and to cancel the sale of the motor car or any other lot and reimburse the payment to the Buyer if RM deems the Buyer’s claims to be valid.

16. Online Services Are “As Is” and “As Available.”

16.1. Bidders may be able to bid via websites, applications, and tools (collectively “Services”).

16.2. RM tries to keep the Services safe, secure, and functioning properly, but RM cannot guarantee the continuous operation of or access to the Services. Bid update and other notification functionality may not occur in real time. Such functionality is subject to delays beyond RM’s control.

16.3. Bidders agree that they are making use of the Services at their own risk and that they are being provided to Bidders on an “AS IS” and “AS AVAILABLE” basis. Accordingly, to the extent permitted by applicable law, RM excludes all expressed or implied warranties, terms, and conditions, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

17. Bank Letter. Please note that RM or Sotheby’s may request a Bank Letter at its sole discretion. All Bank Letters must be written on bank letterhead.

18. Title Transfer.

18.1. Rolls-Royce Motor Cars North America, LLC (“RRMC NA”) will transfer the Certificate of Origin/Title to the RRMC NA dealer at which point, the Certificate of Origin/Title will be transferred to RM. RM will then transfer the Certificate of Origin/Title to the winning Bidder.

18.2. The motor car or any other lot must be titled and registered in the United States.

19. Delivery of Motor Car or Any Other Lot. The RRMC NA dealership will arrange delivery of the motor car or any other lot to the winning Bidder’s primary residence or at the dealership.

19.1. The RRMC NA dealer handles normal pre-delivery inspection and setup.

20. Legal Action. In the event that either party brings action against the other, arising from or relating to this auction, the prevailing party, as determined by the court, shall be entitled to recover its reasonable attorneys’ fees and costs. Jurisdiction for any action brought shall lie exclusively in a court of competent jurisdiction in the judicial district in which the auction is located.

21. Packing and Shipping. RM is not responsible for the acts or omissions in our packing or shipping of purchased motor cars or any other lots or of other carriers or packers of purchased motor cars or any other lots, whether or not recommended by RM. Packing and handling of purchased motor cars or any other lots are at the entire risk of the Buyer.

22. Data Use. The Bidders data will be shared between RM and Sotheby’s in accordance with the respective following Data Policies.

22.1. RM Data Use. The Bidders agree to allow RM to use their personal information in accordance with RM’s Privacy Policy. RM uses your personal information to provide services specifically tailored toward your requirements and to treat you in a personal way; to fulfill your agreements regarding the consignment and purchase of items at RM auctions and private sales; to provide you with information on upcoming sales; to carry out analysis and market research; to undertake targeted online advertising; to send status updates and service communications; to improve our websites, products, and services; to provide payment services; and for management and administrative purposes. The full Privacy Policy can be found at the bottom of the RM website homepage under the Privacy & Terms tab. If you wish to ask any questions regarding the use of your personal information, to request a full accounting of what personal information is on file with RM, or to unsubscribe to any services or purge your personal information from RM’s systems, please email privacy@rmsothebys.com.

22.2. Sotheby's Data Use. Sotheby’s will hold and process your personal information and may share it with its subsidiaries and affiliates for use as described in, and in line with, Sotheby’s Privacy Policy published on Sotheby’s website at www.sothebys.com or available on request by email to enquiries@sothebys.com. Under European data protection laws, a client may object, by request and free of charge, to the processing of their information for certain purposes, including direct marketing, and may access and rectify personal data relating to them and may obtain more information about Sotheby’s data protection policies by writing to Sotheby’s, 34-35 New Bond Street, London W1A 2AA, or 1334 York Avenue, New York, NY 10021, Attn: Compliance, or emailing enquiries@sothebys.com.

23. Anti-Money Laundering. The Bidder agrees to provide all information and assistance reasonably requested by RM to comply with RM’s internal Anti-Money Laundering process and to comply with any and all Anti-Money Laundering Laws and Regulations in force in the jurisdiction in which the auction is held.

24. Mickalene Thomas Wrap Design and Artwork.

24.1. Mickalene Thomas will collaborate with the winning Bidder to prepare a design for the wrap of the Red Phantom and a related personalized memento in the form of an original collage work of fine art.

24.2. In collaboration with the winning Bidder, Mickalene Thomas will use the artwork as the basis for creating the wrap design. The wrap design will be delivered to the winning Bidder within 90 days of the closing date of the sale as a digital image file rendered in a customary digital format.

24.3. The winning Bidder will be solely responsible, at the Bidder's expense, for implementing the completed wrap design on the purchased motor car or any other lot. As so implemented, the wrap design must be faithfully and accurately reproduced, as created by Ms. Thomas, without material changes, and the final implementation of the wrap on the motor car or any other lot is subject to Ms. Thomas' review and approval, not to be unreasonably withheld or delayed. Unless Ms. Thomas requests an in-person inspection, this review will be carried out based upon suitable comprehensive photographs of the completed implementation.

24.4. RRMC NA is not responsible for the production costs of the wrap creation or its application to the motor car or any other lot.

24.5. RRMC NA is not in control of the collaboration with the artist and has no control over how long it will take for the artist to complete the design work.

24.6. RRMC NA is not responsible to cover any replacements or repairs to the design work from the artist.

24.7. As a condition of receiving the aforementioned collage artwork, the winning Bidder agrees (i) not to sell the artwork at public auction, and (ii) not to resell or otherwise dispose of the artwork without first providing Mickalene Thomas (or her designee) with a 30-day right of first refusal/last negotiation to purchase the artwork at the most favorable price offered by the winning Bidder to any other potential purchaser; provided, however, the winning Bidder will be free without restriction to donate the artwork to an established art museum provided the museum enters into a legally binding agreement to accession the artwork into the museum's permanent collection and not to re-sell it.

24.8. Mickalene Thomas grants to the winning bidder a nonexclusive, worldwide, royalty-free license to reproduce the wrap design and the artwork as follows: (i) to reproduce the wrap design on the purchased motor car or any other lot as reasonably required to restore or replace the wrap design's original implementation (due to normal wear and tear, casualty, or otherwise); (ii) to publicly exhibit the artwork and/or the motor car or any other lot bearing the wrap design in non-commercial and/or personal contexts; (iii) to create photographs or other two-dimensional depictions of the artwork and of the motor car or any other lot bearing the wrap design; and (iv) to make use of such photographs and depictions, in a reasonable and tasteful manner, for reasonable and noncommercial personal private purposes (e.g., on a personal website and in personal social media), and in any editorial press or media article, book, story, or feature that deals primarily with the residence or premises where the motor car or any other lot and/or the artwork is located (e.g., an article in a shelter magazine about the personal residence in which the artwork is displayed) or that deals with the personal life of the winning Bidder (e.g., a magazine profile of the winning Bidder). Each such photograph or depiction shall faithfully reproduce the wrap design as originally implemented on the motor car or any other lot, and the artwork as originally created by the artist. The license shall exclude use of the artwork, the wrap design and/or any photograph or depiction of either of them for any other purpose, including, without limitation, the following uses (all of which shall require Ms. Thomas' prior written consent in each instance): (i) merchandising (i.e., reproduction to create goods or products offered for sale or given away for promotional purposes); (ii) commercial advertising or promotion (i.e., advertising, publicizing and/or promoting any product, product line, brand, or service); (iii) use as a logo or trademark; and (iv) promotion of any political or other cause; or (v) creation or use of any three-dimensional replica of the motor car or any other lot (as its bears the wrap design) or the artwork.

24.9. Mickalene Thomas and her company MT Special Projects, LLC will be third-party beneficiaries hereunder with respect to the foregoing terms.

RRMC NA SPECIFIC TERMS:

25. RRMC NA Additional Sale Terms: The motor car or any other lot will be subject to the standard RRMC NA direct sale terms and conditions and the additional terms set out below:

25.1. The motor car or any other lot shall benefit from a warranty, subject to a full exclusion from warranty of the external wrap of the motor car or any other lot. Due to the delicate and unique nature of the wrap, it is not possible to repair or replace it.

25.2. The Purchase Price includes standard Factory Fitted Options and excludes, where applicable, bespoke fitted accessories, retrofitted accessories, road fund license, pre-delivery inspection, delivery costs, first registration fee and taxes. RM will charge all additional fees related to taxes, titling, taxes, etc.

25.3. The motor car or any other lot shall be a Phantom Standard Wheelbase in a US specification only.

26. European Union Returns and Cancelations. Under EU rules, RM will within a two-year time period repair, replace, reduce the price, or give the Buyer a refund if goods the Buyer bought turn out to be faulty or do not work as advertised. Further, if a Buyer bought a product online or outside a shop, the Buyer also has the right to cancel the order and return the order within 14 days, for any reason and without a justification. If an EU citizen Buyer exercises their right to repair, replace, reduce, refund, or cancel, any and all shipping, taxes, and duty are the responsibility of the Buyer.

27. Entire Agreement. This document shall be binding upon the parties and their respective heirs, personal representatives, and assigns. Except as otherwise expressly provided herein, these Conditions of Business shall not be modified, except in writing. Whenever used in these Conditions of Business, as the contract requires, the singular number shall include the plural, the plural number shall include the singular, the masculine gender shall include the feminine and neuter, the feminine gender shall include the masculine and neuter, and the neuter gender shall include the masculine and feminine.

Red Rolls-Royce Phantom Commission with Mickalene Thomas

Red Rolls-Royce Phantom Commission with Mickalene Thomas

Red Rolls-Royce Phantom Commission with Mickalene Thomas