Conditions of Sale
Executed on 1
st April, 2011
st April, 2015
Conditions of Auction
These Conditions of Auction set forth the particulars of transactions concerning the auction of
works of art ("Auction") to be conducted by SBI Art Auction Co., Ltd. ("SBI"). Persons who
wish to purchase during the Auction ("Prospective Buyers"), sales consignors ("Sales
Consignors"), and others to whom these Conditions of Auction apply (any of the foregoing
includes legal entities), must comply with these Conditions of Auction. Participation in an
Auction (including entry to Viewings, as defined in Article 3 Paragraph 1, and entering into
sales consignment agreements ("Consignment Agreements") for the works of art and other
items agreed upon between Sales Consignors and SBI) constitutes participant's agreement to
these Conditions of Auction.
Part 1. Before the Auction
SBI shall sell by Auction, in SBI's own name, works of art and other items (hereinafter referred
to as "Lots") that have passed SBI's screenings and are consigned for sale by Auction to SBI.
Screenings shall be conducted at SBI's discretion, and consignment of Lots may be refused. SBI
shall not be responsible for publicizing screening standards and methods.
2. Condition of Objects
Because of their nature, Lots are not new, and accordingly, are sold in as-is condition. SBI bears
no liability whatsoever for Lot stains, damage, or other defects or flaws.
1. SBI may, at its sole discretion, hold exhibitions ("Viewings") prior to Auctions to give
Prospective Buyers an opportunity to examine Lots.
2. Persons who wish to attend a Viewing may be asked to present the identification.
3. SBI may refuse access to, or demand exit from, Viewings at its discretion without providing
a reason. In such cases, speedy compliance shall be expected.
4. Prospective Buyers may observe and examine Lots at Viewings, but shall not do any of the
following without SBI's prior approval.
a. Touching Lots or other exhibit items, walls, or cases
b. Photographing Lots
c. Eating, drinking, or smoking
d. Bringing animals to Viewings
e. Other actions forbidden by SBI
5. SBI shall not bear any liability whatsoever concerning the differences in the condition of the
Lots between the time of the Viewing and delivery.
6. SBI may, at its sole discretion, photograph or record the Viewing venue using video
cameras or other equipment.
1. SBI shall produce and sell catalogs ("Catalogs") for use as a reference at Auctions.
2. Illustrations in Catalogs are to be used for reference purposes only, and are not an accurate
representation of Lot characteristics such as color, shape, and condition ("Color, etc.").
3. Descriptions and explanations stated in Catalogs (including the artist's name, title, materials,
restoration work, signature, size, year and place of production, appraisal, provenance, and
literature) are investigated by SBI and are included only as a reference for Prospective
4. A price estimate indicated in Catalogs (an upper amount and a lower amount are indicated
in Japanese yen, but the amounts do not include SBI's Premium, as defined in Article 10
Paragraph 1, or consumption taxes) is a price that SBI believes to be appropriate based on
the current market for the Lots and other factors. These estimates are included only as a
reference for Prospective Buyers. Actual auction sale prices may be more or less than the
estimate. However, the Lots will not be sold for less than a minimum sale price specified in
the Sales Consignment Agreement (the "Reserve Price") unless otherwise agreed between
SBI and a Sales Consignor.
5. Prospective Buyers shall bid on Lots based on their own judgment and at their own
responsibility. SBI shall not bear any liability whatsoever regarding the information in
Catalogs, including illustrations and descriptions, except when otherwise stated in these
Conditions of Auction.
5. Changes in Catalog Entries
Descriptions and explanations in Catalogs are subject to change without notice. Such changes
may be communicated by written postings at the site of an Action or orally by an auctioneer
("Auctioneer") immediately prior to the commencement of the Auction. SBI shall not bear any
liability whatsoever concerning changes in the content of Catalogs.
Part 2. At the Auction
1. Prospective Buyers and their agents or messengers must register with SBI's membership
program in advance, as specified by SBI. If registration is not done, they will not be
permitted to enter the venue of an Auction on the day of the Auction.
2. The registration form can be obtained by the methods listed below. Along with the
registration form, a Prospective Buyer must submit identification documents that are
separately designated by SBI. In case of registration by an agent or messenger, a letter of
proxy must also be submitted. Documents may be submitted by mail, email, facsimile, or
personal delivery at the site of an Action.
a. Download the registration form from the SBI website;
b. Request a registration form by telephone or email;
c. Use the registration form distributed at a Viewing or at avenue of an Action; or
d. Other methods specified by SBI.
3. SBI may refuse the registration described in the previous paragraph and access to the
Auction by the persons who have registered with SBI's membership program, and may
demand exit from the venue of the Auction, at its discretion without providing any reason.
In such cases, speedy compliance shall be expected.
1. On the day of the Auction, after Prospective Buyers and their agents or messengers confirm
specific auction methods and bidding conditions that are mentioned on the confirmation
documents designated by SBI, and sign such documents expressing agreement with the
contents, SBI shall issue numbered paddles in exchange for the documents.
2. When an Auctioneer requests that Prospective Buyers hold their paddles up in an easily
visible manner, Prospective Buyers shall immediately comply with the Auctioneer's
3. Prospective Buyers must be aware of their own paddle numbers at all times and must pay
attention to the paddle numbers called out by the Auctioneer from time to time.
4. If a Prospective Buyer loses a paddle, they must immediately notify an SBI staff member at
the venue of an Action. When leaving the venue of an Action at the end of or during the
Auction, Prospective Buyers must return their paddles.
5. Prospective Buyers must handle the paddles distributed to them at their own responsibility.
SBI shall not be liable in case of damages incurred as a result of the transfer of a paddle to a
third party or due to improper use.
8. Auction Method
1. Auctions shall be conducted by an Auctioneer who receives increasing bid amounts for the
item in question. Such bid amounts shall not include SBI's Premium, as defined in Article
10 Paragraph 1, or consumption taxes. If an Auctioneer determines that a bid amount is not
appropriate for any reason, the Auctioneer may choose not to accept that bid.
2. SBI may, at its sole discretion, make bids on behalf of a Sale Consignor until the Reserve
Price is reached or exceeded. Such bids may be made through an Auctioneer or by other
methods at SBI's discretion.
3. SBI shall not release the Sale Consignor's name or the Reserve Price. However, this shall
not apply when SBI decides, at its discretion, to release this information with the consent of
the Sale Consignor.
4. Auctions shall be conducted in the order of the Lot numbers. However, SBI may, without
prior notice, withdraw planned Lots from an Auction, divide multiple Lots with the same
Lot number into multiple Lots, or consolidate Lots with multiple lot numbers into a single
Lot for Auction, at its sole discretion.
5. Auctions shall be conducted at the discretion of the Auctioneer who shall determine the
opening bid and the bid increment. Even if a Reserve Price is set, the opening bid shall not
be bound by the Reserve Price, and the final sale price may be above or below the Reserve
6. Multiple persons under the same account name shall not jointly make bids.
7. Bids shall be made at the venue of an Action by raising one's paddle or gesturing (such as
gesticulation, hand gesture, and facial expression). If a Prospective Buyer's bid is not
noticed by the Auctioneer, they must take immediate action to attract the attention of the
Auctioneer. SBI shall not be held responsible should an Auctioneer fail to recognize a bid.
8. An Auctioneer may, at its sole discretion, refuse to accept a bid without providing a reason.
9. Bids shall be deemed void in the following circumstances:
a. If a higher bid is made (including bids made by SBI on behalf of Prospective Buyers);
b. If an Auctioneer refuses to accept a bid;
c. If the bidding ends without reaching the Reserve Price; or
d. If the Auction is suspended.
10. An Auctioneer shall call out the highest bid price recognized and accepted by the
Auctioneer three or more times and shall then strike the hammer. When the Auctioneer
strikes the hammer, a purchase and sale contract is formed between the person with the
highest bid ("Successful Bidder") and SBI for purchase of the Lots at that price
("Successful Bid Price").
11. If the Prospective Buyer who made the highest bid withdraws the bid before the Auctioneer
strikes the hammer, the Auctioneer may, at his discretion, designate the person who
submitted the highest bid as the Successful Bidder or may designate the person who
submitted the next highest bid as the Successful Bidder.
12. In the event of a dispute concerning the Auction, an Auctioneer may, at his discretion,
resolve the dispute, and all concerned parties must comply with the decision of the
13. SBI may, at its sole discretion, photograph or record the venue of an Action using video
cameras or other equipment.
9. Absentee, Telephone, and Other Bidding Methods
1. Submission and withdrawal of bids may be done by handwriting or fax or via telephone
(hereinafter, such bid is referred to as "Absentee Bid").
2. Submission and withdrawal of an Absentee Bid shall be performed using a form designated
by SBI. If the form does not include all or some of the required information, SBI may, at its
discretion, determine that an Absentee Bid submitted or withdrawn is void.
3. Prospective Buyers may submit or withdraw an Absentee Bid by 5:00 PM (JPT) of a
business day (here and hereafter, days other than Saturdays, Sundays, and days designated
as holidays by the Law in Japan) ("Business Day") immediately preceding the day of the
Auction; however, SBI shall not be liable if the submission or withdrawal of bids is not
performed at the Auction due to the communication in question not being received owing to
issues with mail, fax communication lines, or other reasons.
4. Prospective Buyers who wish to submit or withdraw bids via telephone must submit the
application designated by SBI latest by 5:00 PM (JPT) of a business day immediately
preceding the day of the Auction. Immediately before the opening bid, SBI shall call the
telephone number designated by the Prospective Buyer on the application form using a
telephone installed at the site of the Action and the Prospective Buyer may submit or
withdraw bids via telephone. SBI shall not be liable if the submission or withdrawal of bids
is not performed at the Auction because of disconnection of a phone call, mishandling of the
telephone, or missed phone call, etc.
5. Only a limited number of telephones are installed at the site of an Action. Hence, if many
people wish to submit or withdraw bids by telephone, applications shall be accepted on a
first-come first-served basis. In this case, SBI shall not be liable if the submission or
withdrawal of bids by a Prospective Buyer with a lower ranking is not performed at the
6. SBI shall submit or withdraw bids at the site of an Action on behalf of persons who submit
or withdraw Absentee Bid. Such bids may be submitted or withdrawn by the Auctioneer or
by other methods at SBI's discretion. Accordingly, persons who submit or withdraw
Absentee Bid must grant to SBI the authority of engaging in the conduct specified in this
paragraph. They shall be deemed to have consented, in advance, to act as agents for both the
Consignment Seller and the person submitting or withdrawing bids, and to the possibility
that other Prospective Buyers may first submit bids at the same price that SBI was to bid on
the said person's behalf.
7. If the maximum bid by a person submitting Absentee Bid is higher than that of other
submitting bids as well as the Reserve Price, the Successful Bid Price shall be the highest of
the other bids or the Reserve Price, whichever is higher, plus the bid increment amount
decided as appropriate by the Auctioneer (but no more than the maximum price indicated by
the Absentee Bid), and that person shall be the Successful Bidder. In such cases, a purchase
and sale contract shall be entered into (determining the Successful Bidder) in the same
manner as a contract entered into at the site of an Action.
8. If there are multiple bids of the same amount for the same Lots submitted by Absentee Bid,
the first bid received by SBI shall have priority. If multiple valid bids with the same
maximum amount are received at the same time, a decision shall be made at a later time by
9. SBI may, at its sole discretion, refuse submission or withdrawal of Absentee Bid without
stating a reason. SBI shall not be liable even if the notice of refusal is not received by the
party submitting or withdrawing Absentee Bid.
10. If descriptions or explanations in Catalogs are changed, the submission or withdrawal of
Absentee Bid shall be deemed to have been made in accordance with the modified
descriptions or explanations. SBI shall provide a notice of such changes to the reasonable
extent, but it shall not be liable even if the notice of such changes is not received by a party
submitting or withdrawing Absentee Bid.
11. If a party submitting Absentee Bid is a Successful Bidder, SBI shall promptly notify the
party to that effect.
Part 3. After the Auction
10. Payment of Purchase Price
1. The Successful Bidder must pay an amount equal to the total of the Successful Bid Price,
15.0% of the Successful Bid Price as fees ("SBI's Premium"), and consumption taxes on the
SBI's Premium(the total is referred to as the "Purchase Price") to SBI.
2. The Successful Bidder must remit the Purchase Price within 10 Business Days from the day
of the Auction (referred to as the "Payment Period") in Japanese yen by wire transfer to the
following bank account (the funds must be delivered within the Payment Period).
Remittance fees shall be borne by the Successful Bidder.
Account name: SBI Art Auction Co., Ltd.
Mizuho Corporate Bank, Ltd, Otemachi Corporate Banking Division
Account type: ordinary
Account No.: 5315263
SWIFT Code: MHCBJPJT
11. Assumption of Risk and Transfer of Ownership
1. The Successful Bidder shall assume the risk of destruction, loss, theft, damage, and
defacement of the Lots and all other risks not attributable to SBI from the time of entering
into the purchase and sale agreement (when the Auctioneer strikes the hammer, as per
Article 8 Paragraph 10). The Successful Bidder shall not be released from the obligation of
the payment of the Purchase Price.
2. After the Successful Bidder completes the payment of the Purchase Price (as defined in
Article 12 Paragraph 2), SBI shall transfer the ownership of the Lots in question to the
Successful Bidder when delivering the Lots.
1. Immediately after the Auction, SBI shall deliver an invoice and a Shipping Instruction Form
to the Successful Bidder via mail.
2. Within 20 days after the Successful Bidder completes the payment of the Purchase Price
pursuant to the invoice (however, if the last day of this period is not a Business Day, then
the following Business Day) ("Delivery Period"), the Successful Bidder must receive the
Lots from SBI at their own expense. Such receipt constitutes SBI's completion of the
delivery of Lots to the Successful Bidder; however, if the Successful Bidder owes other
financial obligations to SBI in addition to the Purchase Price (the Purchase Price and all
other financial obligations owed to SBI are referred to as the "Purchase Price, etc."), SBI
shall not be required to deliver the Lots until the Purchase Price, etc. is paid in full.
3. In case of the preceding paragraph, SBI shall consider the person who comes to receive the
Lots as the Successful Bidder or the Successful Bidder's duly authorized agent or
messenger after checking the identification document specified by SBI presented by the said
person. SBI shall deliver the Lots after receiving a delivery receipt by the Successful Bidder
or the Successful Bidder's agent or messenger. SBI shall not be liable if damages are
incurred during delivery of Lots to a third party, following the procedures specified in this
4. Notwithstanding the provisions of the preceding two paragraphs, the Successful Bidder may
choose to have the Lots shipped, and may instruct SBI to that effect by mailing a Shipping
Instruction Form with the necessary information to SBI. In this case, SBI shall consider
delivery to the Successful Bidder as complete at the time of the delivery of Lots to the
Successful Bidder by a shipping company in accordance with the Shipping Instruction Form.
When the Successful Bidder receives Lots from the shipping company, the Successful
Bidder shall immediately issue a receipt with the signature or seal of the Successful Bidder
5. In case of the preceding paragraph, SBI shall consider the person who comes to receive the
Lots as SBI's or the Successful Bidder's duly authorized shipping company after checking a
proof of identification of the shipping company (documents to be specified separately by
SBI) presented by the shipping company, and SBI shall send the Lots to the shipping
company. SBI shall not be liable for damages are incurred during delivery of the Lots to a
third party, following the procedures specified in this paragraph.
6. SBI shall not be liable for accidents that occur after the completion of delivery of the Lots
(such as destruction, loss, theft, damage, and defacement). Furthermore, SBI shall not be
liable for accidents even when SBI selects the shipping company or packages the Lots in
accordance with the Successful Bidder's wishes pursuant to instructions in the Shipping
Instruction Form, regardless of the suitability of the shipping company or packaging. The
Successful Bidder shall under its own responsibility and at its own expense insure the
delivery of Lots and handle packaging, etc.
7. Following the delivery of Lots, the Successful Bidder shall not make any claim to SBI
regarding delivery of wrong Lots; however, if SBI delivers Lots different from the Lots that
were won due to its mistake, it may request return of such Lots, and the Successful Bidder
must comply with that request.
If the Successful Bidder is not able to receive the Lots during the Delivery Period, the
Successful Bidder shall pay expenses necessary for storage and insurance of the Lots specified
by SBI ("Expenses") from the end of the Delivery Period until the date of reception of the Lots.
14. Theft and Lost Lots
1. If prior to the delivery of Lots to the Successful Bidder, SBI receives a demand for return of
the Lots from a person who claims rightful ownership or SBI determines that the sale of the
Lots is prohibited (including prohibition of possession) because the Lots were stolen, lost,
inherited, or for any other reason, SBI may, at its sole discretion, cancel the purchase and
sale agreement without any prior warning. In this case, SBI shall refund the Purchase Price
if previously paid by the Successful Bidder without interest, and the Successful Bidder shall
not make any demands for compensation or damages to SBI.
2. If a chief of police or other authority orders SBI to retain the custody of Lots pursuant to
Article 21 of the Antique Dealings Law and the last day of the retention period is after the
last day of the Delivery Period, SBI shall not deliver the Lots until the end of the retention
period. In this case, the phrase "within twenty (20) days from the date when the payment of
the Purchase Price is completed" in Article 12 Paragraph 2 shall be read as "within three (3)
days from the last day of the retention period ordered by the chief of police." SBI shall not
be liable for damages incurred due to the delayed delivery.
15. Non-performance of Financial Obligations by the Successful Bidder
If the Successful Bidder does not pay the Purchase Price, etc., the following provisions shall
1. The Successful Bidder must pay late payment fees amounting to 14.6% per annum on
the unpaid amount of the Purchase Price (excluding consumption taxes).
2. If the Successful Bidder does not pay the Purchase Price, etc. even after a warning from
SBI, SBI may, at its sole discretion, cancel the purchase and sale agreement; however, if
the warning sent to the Successful Bidder is returned because the recipient is not present
or not available or if the Successful Bidder refuses to accept the warning, SBI may, at
its sole discretion, cancel the purchase and sale agreement without warning. The
purchase and sale agreement shall be deemed to be canceled at the time that the notice
of cancelation was sent to the Successful Bidder.
3. If the purchase and sale agreement is canceled pursuant to the preceding item, SBI may,
at its sole discretion, put up the Lots for Auction again without setting a Reserve Price
or may sell the Lots to a third party. In this case, if the amount received from such an
Auction or sale is less than the Purchase Price as per the purchase and sale agreement,
the Successful Bidder must pay to SBI late payment fees amounting to 14.6% per
annum on the difference amount calculated from the day of the formation of the
canceled purchase and sale agreement until the day that the proceeds from the Auction
or sale are paid; however, if the amount received is greater than the Purchase Price
under the purchase and sale agreement, the Successful Bidder shall not demand
payment of the difference.
16. Guarantees of Authenticity
1. SBI does not provide any warranty or guarantee regarding the authenticity of Lots. Any
and all bidding by each Prospective Buyer need to be made solely on the Prospective
Buyer's own judgment and responsibility.
2. Notwithstanding the provisions of the preceding paragraph, if the name of the artist of
the Lots is definitively stated in an SBI catalog, it is specified that SBI guarantees the
authenticity of the Lots (excluding cases where the artist is in dispute, the artist is only
presumed to be a particular person, it is stated that the work belongs to a particular
group, studio, school, etc, and the artist cannot be specifically identified), and it is later
discovered that the item is not the work of that artist (excluding cases where the work is
generally recognized as the work of the artist stated in the Catalog by academics and
experts at the time of the Auction, it is determined that the item is not the work of the
artist stated in the Catalog using scientific analysis methods not commonly available at
the time of the Auction or using expensive investigation methods, and it is determined
that the item is not the work of the artist stated in the Catalog through a method not
normally used such as causing harm to the Lots or as a result of damage to the Lots),
and SBI agrees with those facts and the conditions set forth in all of the following items
are satisfied, SBI shall cancel the purchase and sale agreement upon request by the
Successful Bidder and shall refund the Purchase Price in exchange for return of the
work in question; however, SBI shall not bear any liability other than return of the
Purchase Price and shall not pay any interest, damages, or compensation.
a. The Successful Bidder makes a written demand to SBI indicating the date of the
Auction, Lot number, and Successful Bid Price with convincing evidence that
the item is not the work of the artist stated in the catalog within three years of
the Auction and within three months (if the Consumer Contract Law applies,
within six months) after the Successful Bidder learns that the item is not the
work of the artist stated in the catalog.
b. The Successful Bidder possesses full ownership rights of the Lots, transfers full
ownership rights of the Lots to SBI, and delivers the Lots to SBI in the same
condition as that at the time of the Auction.
Part 4. Sales Consignment
17. Sales Consignment
1. Persons who wish to consign Lots to SBI for sale at an Auction in SBI's name shall
request consignment of the sales in accordance with these Conditions of Auction, as
well as other Conditions of Auction concerning sales consignment specified separately.
2. The Sales Consignor warrants to SBI that it possesses full ownership rights to the
consigned Lots or has the authority to consign the Lots for sale pursuant to full
18. Reserve Price
1. The Sales Consignor may set a Reserve Price in Japanese yen.
2. Except in cases where SBI and the Sales Consignor agree otherwise, if a Reserve Price
is set, SBI shall not sell the Lots for a price less than the Reserve Price.
3. The Reserve Price shall not exceed the maximum valuation.
4. Once a Reserve Price has been set, a Sales Consignor shall not change the Reserve Price
without SBI's consent.
Part 5. General Provisions
19. Revision of these Conditions of Auction
SBI may revise these Conditions of Auction at its discretion. Persons and legal entities to which
these Conditions of Auction apply shall comply with the revision.
20. Prohibition of Assignment of Receivables
Bidders at Auctions shall not assign their rights against or duties to SBI or their position under
these Conditions of Auction, and shall not offer their rights or position as collateral.
21. Scope of Liability
1. SBI shall not be liable to pay compensation for damages caused by a natural disaster,
civil war, mayhem, or other unforeseeable circumstances not attributable to SBI.
2. In cases of loss, theft, damage, or defacement of Lot occurred due to intentional or
negligent act or omission of SBI, where SBI is responsible for storage of the Lot, SBI
shall be liable for damages up to the minimum appraised value of the Lot. However, the
amount of damages shall not exceed the amount of actual insurance paid based on the
liability insurance agreement entered into separately by SBI.
3. In cases other than those stipulated in the preceding paragraph, SBI shall not be liable
for damages except in cases of willful and gross negligence. The extent of damages
shall be limited to direct and ordinary damages.
22. Exclusion of Anti-Social Forces
1. Prospective Buyers, Sales Consignors, and Successful Bidders agree that they and their
members are not now, and have not been for the last five years, members of organized
crime, quasi-members of organized crime, organized crime-related companies,
corporate racketeers, political racketeers, special intellectual violent organizations, or
other similar persons, and do not fall under any of the following categories, and promise
that they shall not fall under any of the following categories in the future.
a. To have a relationship in which it is deemed that organized crime members
control the management;
b. To have a relationship in which it is deemed that organized crime members are
effectively involved in the management;
c. To have a relationship in which it is deemed that organized crime is used
unjustifiably such as for ensuring unjustified benefits to self or a third party or
for inflicting harm to a third party;
d. To have a relationship in which it is deemed that funds or benefits are being
provided to organized crime members;
e. To have a relationship in which an executive officer or a person effectively
participating in the management is connected with organized crime, etc. in a
socially reprehensible manner;
2. Prospective Buyers and Sales Consignors promise that they themselves or through third
parties shall not engage in any of the activities set forth in the following items:
a. Make violent demands;
b. Make improper demands in excess of legal responsibility;
c. Make threatening statements or actions or use threats in relation to business;
d. Spread rumors, use threats or fraud to harm SBI's reputation, or engage in
conduct that interferes with SBI's operations; or
e. Engage in any conduct similar to that of the preceding items.
3. If SBI reasonably suspects that a Prospective Buyer or a Sales Consignor is in breach of
any of the preceding items, SBI may, at its sole discretion, immediately and without
warning, or other procedures, suspend all or some transactions with that party and may
cancel all or some agreements with that party. SBI shall not be liable to explain or
disclose the content and the basis of its reasonable suspicions to the party in question,
and shall not bear any liability whatsoever even in the case where the party in question
incurs damages as a result of or in relation to the suspension of transactions or
cancelation of agreements.
4. If SBI incurs damages as a result of a breach of the conditions set forth in Article 22
Paragraphs 1 and 2 by a Prospective Buyer or a Sales Consignor, then that party shall be
liable to pay compensation for damages to SBI.
23. Governing Law
These Conditions of Auction shall be governed by the laws of Japan.
24. Court of Agreed Jurisdiction
The Tokyo District Court shall be the exclusive jurisdictional court of first instance with respect
to all disputes concerning these Conditions of Auction.
This English translation of the original document in Japanese is provided for the convenience of
participants; however, in the case of any discrepancy between the English and Japanese versions
or any question of interpretation, the Japanese document shall control.