The nature of the relationship between Sotheby’s, Sellers and Bidders and the terms on which Sotheby’s (as auctioneer) and Sellers contract with Bidders are set out below.

Bidders’ attention is specifically drawn to Conditions 3 and 4 below, which require them to investigate Lots prior to bidding and which contain specific limitations and exclusions of the legal liability of Sotheby’s and Sellers. The limitations and exclusions relating to Sotheby’s are consistent with its role as auctioneer of large quantities of goods of a wide variety and Bidders should pay particular attention to these Conditions.

1. Introduction

(a) Sotheby’s and Sellers’ contractual relationship with prospective Buyers is governed by:

(i) these Conditions of Business;

(ii) the Conditions of Business for Sellers a copy of which is available by request;

(iii) Sotheby’s Authenticity Guarantee as listed in the Studio Sale Information;

(iv) any additional notices and terms that are part of the Studio Sale Information; and

(v) in respect of online bidding via the internet, the Conditions of Business for Live Online Bidding as listed below, in each case as amended as part of the Studio Sale Information. .

(b) As auctioneer, Sotheby’s acts as agent for the Seller. A sale contract is made directly between the Seller and the Buyer. However, Sotheby’s may own a Lot (and in such circumstances acts in a principal capacity as Seller) and/or may have a legal, beneficial or financial interest in a Lot as a secured creditor or otherwise.

2. Common Terms

In these Conditions of Business:

"ARR" is applicable artist resale right royalty payable by the Buyer on the qualifying Property;

"Bidder" is any person considering, making or attempting to make a bid, by whatever means, and includes Buyers;

"Buyer" is the person who makes the highest bid or offer accepted by the auctioneer, and includes such person's principal when bidding as agent;

"Buyer's Expenses" are any costs or expenses due to Sotheby's from the Buyer, including an amount in respect of any applicable VAT thereon, and any ARR payable in respect of the sale of the Property;

"Buyer's Premium" is the commission payable by the Buyer on the Hammer Price at the rates set out in the guide to Buying at Auction plus any applicable VAT or an amount in lieu of VAT;

“Buyer’s Shipping Costs” are any packing, handling and shipping costs and charges (including any costs covering transit insurance) payable by the Buyer to Sotheby’s for provision of delivery services of the purchased Lot to the Buyer;

“Consumer Contracts Regulations” means the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (as amended) which came into force in the UK on 6 April 2013;

"Counterfeit" is as defined in Sotheby's Authenticity Guarantee;

“EU/UK Consumer” is an individual habitually residing in the European Union or the United Kingdom who purchases a Lot and who is acting for purposes which are wholly or mainly outside that individual’s trade, business, craft or profession;

"Hammer Price" is the highest bid accepted by the auctioneer by the fall of the hammer, (in the case of wine, as apportioned pro-rata by reference to the number of separately identified items in that Lot), or in the case of a post-auction sale, the agreed sale price;

“Lot” is an item to be offered for sale at a Studio Sale (and “Lots” shall be construed accordingly)

"Overhead Premium" is the allocation of Sotheby’s overhead costs relating to Sotheby’s facilities, property handling and other administrative expenses that is payable by the Buyer on the Hammer Price at the rates set out in the guide to Buying at Auction in the sale catalogue, plus any applicable VAT or amount in lieu of VAT;

"Purchase Price" is the Hammer Price and applicable Buyer's Premium, Overhead Premium, ARR and VAT;

"Reserve" is the (confidential) minimum Hammer Price at which the Seller has agreed to sell a Lot;

"Seller" is the person offering a Lot for sale (including their agent (other than Sotheby's), executors or personal representatives);

"Sotheby's" means Sotheby's, the unlimited company which has its registered office at 34-35 New Bond Street, London W1A 2AA;

"Sotheby's Company" means both Sotheby's in the USA and any of its subsidiaries (including Sotheby's in London) and Sotheby’s Diamonds SA and its subsidiaries (in each case “subsidiary” having the meaning of Section 1159 of the Companies Act 2006);

“Studio Sale Cancellation Period” is the period of fourteen (14) days starting on the day after the EU/UK Consumer (or a person, other than the carrier, identified by the EU/UK Consumer) takes physical possession of the Lot;

“Studio Sale Information” is the Lot information including, but not limited to, any pre-sale estimates; any information regarding provenance; the online catalogue description of the Lot; any catalogue available in print or as a PDF on Sotheby’s website in respect of the Studio Sale, any condition report provided by Sotheby’s in relation to the Lot (with any such condition report being deemed to include the online, PDF or printed images of the Lot); any other information relating to the Lot or the conduct of the Studio Sale (including, but not limited to, the Guide to Buying in a Studio Sale); any on-screen notices relating to the Studio Sale or the Lot; any notices shown or given verbally by Sotheby’s auctioneer during the live screening of the Studio Sale;

“Trader” is a person who is the Seller of a Lot and is acting for purposes relating to that person’s trade, business, craft or profession;

"VAT" is Value Added Tax at the prevailing rate. Further information is contained in the guide to Buying at Auction.

3. Duties of Bidders and of Sotheby’s in respect of items for sale

(a) Sotheby’s knowledge in relation to each Lot is partially dependent on information provided to it by the Seller, and Sotheby’s is not able to and does not carry out exhaustive due diligence on each Lot. Bidders acknowledge this fact and accept responsibility for carrying out inspections and investigations to satisfy themselves as to the Lots in which they may be interested.

(b) Bidders acknowledge that many Lots are of an age and type which means that they are not in perfect condition. All Lots are offered for sale in

the condition they are in at the time of sale in the relevant Studio Sale. Any reference to condition in the Studio Sale Information will not amount to a full description of condition and the absence of any reference to the condition of a Lot in the online or other description does not imply that the Lot is free from faults or imperfections. Condition reports may be available to assist Bidders with assessing the condition of a Lot and are for guidance only. The online images, and if applicable, the images of the Lot in the PDF or printed catalogue form part of the condition report provided by Sotheby’s. Certain images of the Lot may not accurately reflect the actual condition of the Lot. In particular, the images may represent colours and shades which are different to the Lot’s actual colour and shades. The Studio Sale Information and/or any condition report relating to the Lot may make reference to particular imperfections of the Lot but you should note that the Lot may have other faults not expressly referred to in the condition report for the Lot or shown in the online or PDF or printed images of the Lot. The condition report may not refer to all faults, restoration, alteration or adaptation because Sotheby’s is not a professional conservator or restorer but rather the condition report is a statement of opinion genuinely held by Sotheby’s. For that reason, Sotheby’s condition report is not an alternative to taking your own professional advice regarding the condition of the Lot. Please note that all electrical and mechanical goods are sold on the basis of their artistic and decorative value only, and should not be assumed to be operative. It is essential that prior to any intended use, the electrical system for any Lot is checked and approved by a qualified electrician.

(c) Information provided to Bidders in respect of any Lot, including any estimate, whether written, online, or oral and including information presented online or in any online, PDF, or printed catalogue, condition or other report, commentary or valuation, is not a representation of fact but rather is a statement of opinion genuinely held by Sotheby’s. Any estimate may not be relied on as a prediction of the selling price or value of the Lot and may be revised from time to time in Sotheby's absolute discretion.

(d) No representations or warranties are made by Sotheby's or the Seller as to whether any Lot is subject to copyright or whether the Buyer acquires copyright in any Lot.

(e) Subject to the matters referred to at 3(a) to 3(d) above and to the specific exclusions contained at Condition 4 below, Sotheby’s shall exercise such reasonable care when making express statements in descriptions or condition reports for Lots as is consistent with its role as auctioneer of Lots in the sale to which these Conditions relate, and in the light of:

(i) the information provided to it by the Seller;

(ii) scholarship and technical knowledge; and

(iii) the generally accepted opinions of relevant experts, in each case at the time any such express statement is made.

4. Exclusions and limitations of liability to Buyers

(a) Sotheby’s shall refund the Purchase Price to the Buyer in circumstances where it deems that the Lot is a Counterfeit and each of the conditions of the Authenticity Guarantee has been satisfied.

(b) In the light of the matters in Condition 3 above and subject to Conditions 4(a) and 4(e), neither any Sotheby's Company nor the Seller:

(i) is liable for any errors or omissions in information provided to Bidders by Sotheby’s (or any Sotheby's Company), whether orally or in writing, whether negligent or otherwise, except as set out in Condition 3(f) above;

(ii) gives any guarantee or warranty to Bidders and any implied warranties and conditions are excluded (save in so far as such obligations cannot be excluded by law) other than the express warranties given by the Seller to the Buyer in Condition 2 of the Sellers' Conditions of Business;

(iii) accepts responsibility to any Bidders in respect of acts or omissions (whether negligent or otherwise) by Sotheby’s in connection with the conduct of auctions or for any matter relating to the sale of any Lot.

(c) Unless Sotheby’s owns a Lot offered for sale, it is not responsible for any breach of these conditions by the Seller.

(d) Without prejudice to Condition 4(b), any claim against Sotheby’s or the Seller by a Bidder is limited to the Purchase Price with regard to that Lot. Neither Sotheby’s nor the Seller shall under any circumstances be liable for any consequential losses.

(e) None of this Condition 4 shall exclude or limit Sotheby’s liability in respect of any fraudulent misrepresentation made by Sotheby’s or the Seller, or in respect of death or personal injury caused by the negligent acts or omissions of Sotheby’s or the Seller.

5. Bidding at Auction

(a) Bidders act as principal unless they have Sotheby's prior written consent to bid as agent for another party. Bidders are personally liable for their bid and are jointly and severally liable with their principal if bidding as agent.

(b) Sotheby's will seek to carry out absentee written bids which are in pounds sterling and, in Sotheby’s opinion, clear and received sufficiently in advance of the sale of the Lot, endeavouring to ensure that the first received of identical written bids has priority.

(c) Written, telephone and online bids are offered as a service for no extra charge, at the Bidder's risk and shall be undertaken with reasonable care subject to Sotheby's other commitments at the time of the auction; Sotheby’s therefore cannot accept liability for failure to place such bids save where such failure is unreasonable. Telephone and online bids may be recorded. Online bids are made subject to the Conditions of Business for Live Online Bidding as listed below The Conditions of Business for Live Online Bidding apply in relation to online bids, in addition to these Conditions of Business.

6. Conduct of the Auction

(a) Unless otherwise specified, all Lots are offered subject to a Reserve, which shall be no higher than the low presale estimate at the time of the auction.

(b) The auctioneer has discretion at any time to refuse any bid, withdraw any Lot, re-offer a Lot for sale (including after the fall of the hammer) if he believes there may be error or dispute, and take such other action as he reasonably thinks fit.

(c) The auctioneer will commence and advance the bidding at levels and in increments he considers appropriate and is entitled to place a bid or series of bids on behalf of the Seller up to the Reserve on the Lot, without indicating he is doing so and whether or not other bids are placed.

(d) Subject to Condition 6(b), the contract between the Buyer and the Seller is concluded on the striking of the auctioneer's hammer, whereupon the Buyer becomes liable to pay the Purchase Price.

(e) Any post-auction sale of Lots offered at auction shall incorporate these Conditions as if sold in the auction.

7. Payment and Collection

(a) If you are a successful Buyer of a Lot, you will receive by email an invoice from Sotheby’s as soon as reasonably practicable after the close of the Studio Sale. In the event of any discrepancy between notifications received by you and the invoice emailed to you by Sotheby’s after the relevant Studio Sale closes, the invoice prevails. Terms and conditions regarding payment of the invoice are set out below.

(b) The invoice for the Purchase Price of the purchased Lot (the “Buyer’s Invoice”) which will include:

(i) the Hammer Price;

(ii) the Buyer’s Premium;

(i) the Overhead Premium;

(ii) any ARR; and

(vi) any other duties, goods, sales or service tax or VAT.

If you have purchased a Lot for delivery outside of the UK, you acknowledge and agree that it is your responsibility to ascertain and pay all international duties, custom charges, taxes, charges and tariffs owed to the appropriate government entity or that otherwise need to be paid prior to release or shipment.

(c) Sotheby’s charges a Buyer’s Premium and Overhead Premium to the Buyer on the Hammer Price for each Lot sold. The amount of the Buyer’s Premium and Overhead Premium are set out in the Studio Sale Information.

(d) The Buyer of a Lot is solely responsible for the payment of any VAT (including, but not limited to, any import VAT), sales tax or value added sales tax, sales or compensating use tax or any other similar tax payable as a result of the sale of a Lot. Further information and guidance as to the application of such taxes is provided in the studio Sale Information.

(e) Without prejudice to Conditions 3 and 4 above, Sotheby's and the Seller make no representations or warranties as to whether any Lot is or is not subject to export or import restrictions or any embargoes. The denial of any permit or licence shall not justify cancellation or rescission of the sale contract or any delay in payment.

(f) In certain countries, local laws entitle the artists or the artist’s estate to the ARR when any Lot created by the artist is sold. If these laws apply to a Lot, the Buyer must pay Sotheby’s an additional amount equal to the ARR (unless the local law requires payment to be made by the Seller). Further information and guidance on the application of the ARR is provided in the Studio Sale Information.

(g) Unless otherwise agreed, payment of the total amount specified on the purchase invoice for a Lot is due by the Buyer immediately following receipt of the Sotheby’s invoice for the relevant purchased Lot and in any event no later than 48 hours after receipt of the Sotheby’s invoice (the "Due Date") notwithstanding any requirements for export, import or other permits for such Lot. Sotheby’s will only accept payment from the registered Bidder and we cannot change the Buyer’s name on an invoice or reissue the invoice in a name which differs to the name of the registered Bidder. If you are registered to bid as a company, your company will need to pay for any purchases in the name of the company via an accepted payment method. Partial payment of a Lot, or payment across multiple credit cards for a single Lot, is not permitted. Further information regarding accepted payment methods is set out in the Studio Sale Information.

(h) Title in a purchased Lot will not pass until Sotheby's has received the total amounts due for that Lot in accordance with Condition 7(b) above in cleared funds. Sotheby's is not obliged to release a Lot to the Buyer until title in the Lot has passed and appropriate identification has been provided, and any earlier release does not affect the passing of title or the Buyer's unconditional obligation to pay the total amounts due for that Lot in accordance with Condition 7(b) above.

(h) If you fail to pay us the total amounts due for the purchased Lot(s) in accordance with Condition 7(b) above in full by the Due Date, Sotheby’s will be entitled to exercise any of the remedies identified at Condition 8 below.

(i) The Buyer is obliged to arrange collection of purchased Lot(s) no later than thirty (30) calendar days after the date of the auction. Purchased Lots are at the Buyer's risk (and therefore their sole responsibility for insurance) from the earliest of i) collection or ii) the thirty-first calendar day after the auction. Until risk passes, Sotheby’s will compensate the Buyer for any loss or damage to the Lot up to a maximum of the Purchase Price paid. Buyers should note that Sotheby's assumption of liability for loss or damage is subject to the exclusions set out in Condition 6 of the Conditions of Business for Sellers.

(j) For all items stored by a third party and not available for collection from Sotheby's premises, the supply of authority to release to the Buyer shall constitute collection by the Buyer.

(k) All packing and handling is at the Buyer's risk. Sotheby's will not be liable for any acts or omissions of third party packers or shippers.

8. Remedies for non-payment

Without prejudice to any rights the Seller may have, if the Buyer without prior agreement fails to make payment for the Lot within five days of the auction, Sotheby's may in its sole discretion (having informed the Seller) exercise one or more of the following remedies:

(a) store the Lot at its premises or elsewhere at the Buyer’s sole risk and expense;

(b) cancel the sale of the Lot;

(c) set off any amounts owed to the Buyer by a Sotheby’s Company against any amounts owed to Sotheby's by the Buyer in respect of the Lot;

(d) apply any payments made to Sotheby’s by the buyer as part of the Purchase Price and Buyer’s Expenses towards that or any other Lot purchased by the Buyer, or to any shortfall on the resale of any Lot pursuant to paragraph (h) below, or to any damages suffered by Sotheby’s as a result of breach of contract by the Buyer;

(e) reject future bids from the Buyer or render such bids subject to payment of a deposit;

(f) charge interest at 6% per annum above HSBC Bank plc Base Rate from the Due Date to the date the Purchase Price and relevant Buyer's Expenses are received in cleared funds (both before and after judgement);

(g) exercise a lien over any of the Buyer’s property which is in the possession of a Sotheby’s Company. Sotheby's shall inform the Buyer of the exercise of any such lien and within 14 days of such notice may arrange the sale of such property and apply the proceeds to the amount owed to Sotheby’s;

(h) resell the Lot by auction or private sale, with estimates and reserves at Sotheby's discretion. In the event such resale is for less than the Purchase Price and Buyer's Expenses for that Lot, the Buyer will remain liable for the shortfall together with all costs incurred in such resale;

(i) commence legal proceedings to recover the Purchase Price and Buyer's Expenses for that Lot, together with interest and the costs of such proceedings on a full indemnity basis; or

(j) release the name and address of the Buyer to the Seller to enable the Seller to commence legal proceedings to recover the amounts due and legal costs. Sotheby's will take reasonable steps to notify the Buyer prior to releasing such details to the Seller.

9. Cancellation of Studio Sale Purchase

(a) If the Buyer is an EU/UK Consumer and the Seller is an Trader, the Buyer shall have the right to cancel the sale contract which exists directly between the Trader (as Seller) and the EU/UK Consumer (as Buyer) during the Studio Sale Cancellation Period for any reason provided that (i) the EU/UK Consumer duly informs Sotheby’s during the Studio Sale Cancellation Period of their intention to cancel the purchase of the Lot; and (ii) the EU/UK Consumer returns the Lot to Sotheby’s without undue delay and in any event not later than fourteen (14) calendar days from the day after the EU/UK Consumer has communicated their intention to cancel the purchase of the Lot to Sotheby’s. The cancellation right does not apply to the purchase of a Lot made to the Buyer’s specifications or a Lot that is clearly personalised.

(b) To exercise the right to cancel the sale contract in relation to a Lot, the EU/UK Consumer must inform Sotheby’s (being the company within the Sotheby’s Group and specified in the Studio Sale Information which offers to sell the Lot either as agent for the Seller or as principal) of their decision to cancel the sale contract by a clear statement (e.g. a letter sent by post, fax or email). Alternatively, the EU/UK Consumer may use the model cancellation form set out below. Provided that the EU/UK Consumer sends the communication to inform the Trader of the cancellation prior to the end of the Studio Sale Cancellation Period, the EU/UK Consumer will be deemed to have cancelled the sales contract within the Studio Sale Cancellation Period.

(c) If the EU/UK Consumer cancels the sales contract within the Studio Sale Cancellation Period, Sotheby’s will reimburse (without undue delay and in any event within fourteen (14) calendar days after receipt of the returned Lot from the EU/UK Consumer within the time frame specified in Condition 8(a)(ii) payments received by Sotheby’s from the EU/UK Consumer (including the Purchase Price and, where the EU/UK Consumer has utilised Sotheby’s shipping services for the delivery of the Lot, the costs of any standard Shipping Services within the EU/UK). Sotheby’s shall not process the reimbursement unless and until the Lot is returned to Sotheby’s or the EU/UK Consumer has supplied Sotheby’s with evidence of having returned the Lot to us. Please note that Lots are to be returned to Sotheby’s in the same condition they were received by the EU/UK Consumer or their representative. Sotheby’s will make a deduction from the reimbursement for loss in value of the returned Lot, if such loss is the result of unnecessary handling by you.

(d) Sotheby’s will make the reimbursement to the EU/UK using the same method of payment as the EU/UK Consumer used for the initial transaction, unless expressly agreed otherwise. Sotheby’s will not charge the EU/UK Consumer any fee in connection with processing the reimbursement.

(e) Sotheby’s shall not reimburse the EU/UK Consumer by the amount of any supplementary costs which arise if the EU/UK Consumer chooses a type of delivery other than the least expensive type of standard delivery offered by Sotheby’s or any import duties we incur as a result of the EU/UK Consumer returning the Lot to us.

(f) The EU/UK Consumer shall send back the Lot or hand it over to us at such address as we may specify for the purpose, without undue delay and in any event no later than 14 calendar days from the day after which the EU/UK Consumer communicate their cancellation of their purchase of the Lot to us. This deadline is met if the EU/UK Consumer sends back the Lot before the period of 14 calendar days has expired. The EU/UK Consumer will have to bear the direct costs of returning the Lot. If we arranged for the Lot to be delivered we estimate that the cost of returning the Lot by the same means is likely to be similar to the cost of delivery but it is not possible for us to be more accurate as to this cost due to the many variables involved in our worldwide business model and the means by which a return might be made.

Model form of cancellation – sale of goods/provision of services:

To: Sotheby’s [insert the name of the company within the Sotheby’s Group and specified in the Studio Sale Information]

I/We* hereby give notice that I/We* cancel my/our sale of the following goods [*]/for the provision of the following services [*],

Ordered on [*]/received on [*],

Name of EU/UK Consumer(s):

Address of EU/UK Consumer(s):

Signature of EU/UK Consumer(s) [only if the notification is in hard copy]

Date:

[*] Delete as appropriate

10. Bidder’s / Buyer’s Warranties

(a) The Bidder and/or Buyer warrants that:

(i) the Bidder and/or Buyer is not subject to trade sanctions, embargoes or any other restriction on trade in the jurisdiction in which it does business as well as under the laws of the European Union, the laws of England and Wales, or the laws and regulations of the United States, and is not owned (nor partly owned) or controlled by such sanctioned person(s) (collectively, “Sanctioned Person(s)”); and

(ii) the funds used for purchase and settlement of the Lot(s) are not connected with nor have any link to nor are derived from any criminal activity, including without limitation tax evasion, money laundering, terrorist activities or other criminal activity, and the Bidder/Buyer is neither under investigation, nor has been charged with or convicted of without limitation, tax evasion, money laundering, terrorist activities or other criminal activity.

(a) Where the Bidder is bidding on behalf of another person or acting as agent (in either case, for the purposes of this Condition 10(b), the “Agent”) for another party (the “Principal(s)”), the Agent warrants in its own capacity (in addition to the warranties set out in Condition 10(a)) that:

(i) the Principal(s) is not a Sanctioned Person(s) nor owned (or partly owned) or controlled by Sanctioned Person(s);

(ii) the funds used for purchase and settlement of the Lot(s) are not connected with, nor have any link to any criminal activity, including without limitation tax evasion, money laundering, terrorist activities or other criminal activity and that the arrangements between the Agent and the Principal(s) of the Lot(s) or otherwise do not, in whole or in part facilitate tax crimes;

(iii) the Lot(s) purchased by the Agent or the Principal(s) is not being purchased for the purposes of, or being used in any way connected with, or to facilitate breaches of any applicable tax, anti-money laundering or anti-terrorism laws or regulations;

(iv) the Agent has conducted appropriate customer due diligence on the Principal(s) of the Lot(s) in accordance with all applicable anti-money laundering and sanctions laws and regulations and the Agent does not know and has no reason to suspect that the funds used for settlement are derived from or connected with proceeds of any criminal activity including without limitation tax evasion, or that the ultimate buyer(s) is under investigation, or has been charged with or convicted of money laundering, terrorist activities or other criminal activity;

(v) the Agent consents to Sotheby’s relying on the Agent’s customer due diligence, and the Agent will retain for a period of not less than 5 years the documentation evidencing the Agent’s customer due diligence. The Agent will make such documentation promptly available for immediate inspection by an independent third-party auditor upon Sotheby’s written request to do so.

(b) The Bidder and/or Buyer hereby undertakes and warrants that none of the funds used for purchase and settlement will be funded by any Sanctioned Person(s), nor will any party involved in the transaction including financial institutions, freight forwarders or other forwarding agents or any other party be a Sanctioned Person(s) nor owned (or partly owned) or controlled by a Sanctioned Person(s), unless such activity is authorized in writing by the government authority having jurisdiction over the transaction or in applicable law or regulation.

Sotheby’s reserves the right to seek identification of the source of funds received, and to make enquiries about any person transacting with Sotheby’s. If Sotheby’s has not completed its enquiries in respect of anti-money laundering, (a) anti-terrorist financing or other checks as it considers appropriate concerning the Bidder and/or Buyer or the Seller to Sotheby’s satisfaction at its discretion, Sotheby’s shall be entitled either not to complete or to cancel the sale of any Lot, as appropriate, and to take any further action required or permitted under applicable law without any liability to the Bidder and/or Buyer.

11. Failure to collect purchases

(a) If the Buyer pays the Purchase Price and Buyer's Expenses but fails to collect a purchased Lot within thirty calendar days of the auction, the Lot will be stored at the Buyer's expense (and risk) at Sotheby's or with a third party.

(b) If a purchased Lot is paid for but not collected within six months of the auction, the Buyer authorises Sotheby's, having given notice to the Buyer, to arrange a resale of the item by auction or private sale, with estimates and reserves at Sotheby's discretion. The proceeds of such sale, less all costs incurred by Sotheby's, will be forfeited unless collected by the Buyer within two years of the original auction.

12. Export and Permits

It is the Buyer's sole responsibility to identify and obtain any necessary export, import, firearm, endangered species or other permit for the Lot. Any symbols or notices in the sale catalogue reflect Sotheby’s reasonable opinion at the time of cataloguing and offer Bidders general guidance only. Without prejudice to Conditions 3 and 4 above, Sotheby's and the Seller make no representations or warranties as to whether any Lot is or is not subject to export or import restrictions or any embargoes. The denial of any permit or licence shall not justify cancellation or rescission of the sale contract or any delay in payment.

13. General

(a) All images and other materials produced for the auction are the copyright of Sotheby's, for use at Sotheby's discretion.

(b) Notices to Sotheby's should be in writing and addressed to the department in charge of the sale, quoting the reference number specified at the beginning of the sale catalogue. Notices to Sotheby's clients shall be addressed to the last address formally notified by them to Sotheby's.

(c) Should any provision of these Conditions of Business be held unenforceable for any reason, the remaining provisions shall remain in full force and effect.

(d) These Conditions of Business are not assignable by any Buyer without Sotheby's prior written consent, but are binding on Buyers' successors, assigns and representatives. No act, omission or delay by Sotheby's shall be deemed a waiver or release of any of its rights.

(e) The Contracts (Rights of Third Parties) Act 1999 is excluded by these Conditions of Business and shall not apply to any contract made pursuant to them.

(f) The materials listed in Condition 1(a) above set out the entire agreement and understanding between the parties with respect to the subject matter hereof. It is agreed that, save in respect of liability for fraudulent misrepresentation, no party has entered into any contract pursuant to these terms in reliance on any representation, warranty or undertaking which is not expressly referred to in such materials.

14. Data Protection

Sotheby’s will hold and process the Buyer’s personal information and may share it with another Sotheby’s Group company 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.

15. Law and Jurisdiction

Governing Law These Conditions of Business and all aspects of all matters, transactions or disputes to which they relate or apply (including any online bids in the sale to which these Conditions apply) shall be governed by and interpreted in accordance with English law.

Jurisdiction For the benefit of Sotheby’s, all Bidders and Sellers agree that the Courts of England are to have exclusive jurisdiction to settle all disputes arising in connection with all aspects of all matters or transactions to which these Conditions of Business relate or apply. All parties agree that Sotheby’s shall retain the right to bring proceedings in any court other than the Courts of England.

Service of Process All Bidders and Sellers irrevocably consent to service of process or any other documents in connection with proceedings in any court by facsimile transmission, personal service, delivery by mail or in any other manner permitted by English law, the law of the place of service or the law of the jurisdiction where proceedings are instituted, at the last address of the Buyer or Seller known to Sotheby’s or any other usual address.

ADDITIONAL TERMS AND CONDITIONS FOR ONLINE BIDDING

The following terms and conditions (the “Online Terms”) provide important information related to online bidding on sothebys.com or via the Sotheby's App (each, an "Online Platform" and together, the “Online Platforms”).

These Online Terms are in addition to and subject to the same law which governs our standard Conditions of Business for Sellers , Conditions of Business for Buyers, the authenticity guarantee and any other terms that are applicable to the relevant sale (together “Conditions of Business”), and are not intended in any way to replace them. By participating in this sale via any Online Platform, you acknowledge that you are bound by the Conditions of Business applicable in the relevant sale and by these Online Terms.

Live Online Bidding

1. The procedure for placing bids during the live auction is a one-step process; as soon as the “Place Bid” button is clicked, a bid is submitted. By bidding online, you accept and agree that bids submitted in this way are final and that you may not be permitted to amend or retract your bid. If a successful bid is sent to Sotheby’s from an Online Platform using your Sotheby’s account, you irrevocably agree to pay the full purchase price, including buyer’s premium and all applicable taxes and other applicable charges. You may nevertheless lower your maximum bid prior to the Studio Sale by contacting Sotheby’s, except that you may not lower it to a level lower than the current leading bid.

2. The next bidding increment is shown for your convenience. The auctioneer has discretion to vary increments for bidders on the telephone but bidders using Online Platforms to bid may not be able to place a bid in an amount other than a whole bidding increment. All bidding for the Studio Sale will be in the domestic currency of the sale location, and online bidders will not be able to see the currency conversion board that may be displayed in the auction room.

General use of an Online Platform

3. By bidding via an Online Platform, you accept and agree that bids submitted in this way are final and that you may not be permitted to amend or retract your bid. If a successful bid is sent to Sotheby’s from an Online Platform using your Sotheby’s account, you irrevocably agree to pay the full purchase price, including buyer’s premium and all applicable taxes and other applicable charges.

4. The record of sale kept by Sotheby’s will be taken as absolute and final in all disputes. In the event of a discrepancy between any online records or messages provided to you and the record of sale kept by Sotheby’s, the record of sale will govern.

5. Online bidders are responsible for making themselves aware of all saleroom notices and announcements which will be accessible on the Online Platforms or as part of the Studio Sale Information.

6. Sotheby’s reserves the right to refuse or revoke permission to bid via Online Platforms and to remove bidding privileges during a sale.

7. The purchase information shown in the “My Bids” section of the Sotheby's App and in the "Account Activity" section of "My Account" on sothebys.com is provided for your convenience only. Successful bidders will be notified and invoiced after the sale. In the event of any discrepancy between the online purchase information which may or may not be shown in the My Bids section and the invoice sent to you by Sotheby’s following the sale, the invoice prevails. Terms and conditions for payment and collection of property remain the same regardless of how the winning bid was submitted.

8. Sotheby’s offers online bidding as a convenience to our clients. Sotheby’s is not responsible for any errors or failures to execute bids placed online, including, without limitation, errors or failures caused by (i) a loss of connection to the internet or to the online bidding software by either Sotheby’s or the client; (ii) a breakdown or problems with the online bidding software; or (iii) a breakdown or problems with a client’s internet connection, computer or electronic device. Sotheby’s is not responsible for any failure to execute an online bid or for any errors or omissions in connection therewith.

11. Online bidding will be recorded.

12. Online bidding is not possible for Premium Lots.

13. In the event of any conflict between theses Online Terms and Sotheby’s Conditions of Business and the terms of Sotheby’s Authenticity Guarantee, Sotheby’s Conditions of Business and Authenticity Guarantee will control.

November 2020

MARIA SPILSBURY | PORTRAIT OF A LADY IN A WHITE DRESS, FULL-LENGTH, READING IN A LANDSCAPE