Definitions:

 “Asset” or “Assets” means the item(s) or goods consigned by the Seller for auction. “Seller” means the Seller(s) named in this Agreement. “Jemena Auctions” means Jemena Auctions LLC, a company registered in Dubai, United Arab Emirates. “Buyer” means the successful purchaser of any Asset at auction. “Buyer’s Premium” means the additional amount payable to Jemena Auctions by a Buyer, on top of and separately from the successful bid price, on the purchase of an Asset, as set out in this Agreement.

1. The Seller warrants that they are the sole and unencumbered legal owner of, and have good and marketable title to, each Asset consigned for auction, and that all charges, liens, government fees, taxes and duties on the Asset(s) have been paid by the Seller. The Seller indemnifies Jemena Auctions against any claim or demand of any person or governmental or regulatory authority in respect of the Asset(s).
2. The Seller must disclose any outstanding finance, mortgage, lien or other third-party interest over an Asset before it is listed for auction. The Seller must provide accurate and complete descriptions of each Asset. The Seller indemnifies Jemena Auctions for any loss arising from Jemena Auctions’ reliance on incorrect information or descriptions provided by the Seller.
3. The Seller indemnifies Jemena Auctions for any loss caused to Jemena Auctions arising from a breach of these Terms & Conditions by the Seller, including legal fees, debt collection costs and associated disbursements incurred by Jemena Auctions on an indemnity basis in remedying such breach.
4. If the Seller breaches these Terms & Conditions, Jemena Auctions may refund the Buyer and return the Asset(s) to the Seller. Jemena Auctions will then be entitled to recover all legal fees, handling costs, return transport, and other costs incurred as a result of the breach, together with any commission, fees, charges and disbursements that would otherwise have been payable, on an indemnity basis. Jemena Auctions may withhold and recover such amounts from the proceeds of any current or future sale of other Assets consigned by the Seller.
5. Transport and handling costs are the Seller’s sole responsibility unless otherwise agreed in writing with Jemena Auctions. Where authorised by the Seller, Jemena Auctions may deduct the cost of transport and handling from the sale proceeds.
6. The Seller may withdraw an Asset from auction before bidding has commenced by giving Jemena Auctions reasonable written notice. Once bidding has commenced, the Asset may be withdrawn only with Jemena Auctions’ prior written approval, which Jemena Auctions may give or refuse at its discretion. In either case, where an Asset is withdrawn after it has been listed or marketed, the Seller remains liable for the withdrawal fee set out in Part 7 of this Agreement, together with any marketing, advertising, inspection, transport, storage or preparation costs already reasonably incurred by Jemena Auctions in respect of that Asset.
7. The Seller is responsible for delivering each Asset to Jemena Auctions in a presentable and, where applicable, roadworthy or functioning condition. Should an Asset be delivered not meeting this standard, Jemena Auctions may rectify its condition and charge the associated costs to the Seller, whether or not the Asset is subsequently sold.
8. The Seller agrees that any vehicle Asset delivered to Jemena Auctions may, at Jemena Auctions’ discretion, be subject to an independent third-party inspection before auction. Any damage occurring during such inspection is the sole responsibility of the third-party inspector, and the Seller agrees not to hold Jemena Auctions liable for any damage or claim arising from an inspection.
9. It is an express condition of consignment that the Seller must not bid on their own Asset, nor instruct or procure any other person to do so. Should the Seller be found to have done so, the Asset may be withdrawn from auction and the Seller will remain liable for the full commission and an amount equivalent to the Buyer’s Premium Jemena Auctions would otherwise have earned, calculated on the reserve price or current market value, whichever is higher, together with any legal and recovery costs incurred by Jemena Auctions on an indemnity basis in enforcing this clause.
10. If a Buyer fails to pay for an Asset after being declared the successful bidder, Jemena Auctions may, at its discretion and without further reference to the Seller: cancel the sale to that Buyer and re-offer the Asset for auction; pursue the defaulting Buyer for the shortfall, costs and any associated damages; or take such other action as it considers reasonable in the circumstances. Where an Asset is re-sold following a Buyer’s default, the Seller remains liable to Jemena Auctions only for commission and fees actually earned on the sale that completes, and Jemena Auctions will account to the Seller accordingly.
11. Each Asset is held by Jemena Auctions at the Seller’s risk until it is sold, settled or returned. The Seller remains responsible for maintaining insurance over the Asset while it is in transit to, or stored at, any Jemena Auctions premises, and is advised not to cancel that insurance until the Asset has been sold, settled or returned.
12. Where an Asset is returned to the Seller — whether because it did not sell, the Buyer did not complete the purchase, at the Seller’s request, or due to the Seller’s breach of these Terms & Conditions — and the Seller subsequently completes a sale of that Asset with another buyer within 90 days of the first auction date for that Asset, the full commission and an amount equivalent to the Buyer’s Premium Jemena Auctions would otherwise have earned (calculated on the reserve price or current market value, whichever is higher) remains payable to Jemena Auctions.
13. The Seller is solely responsible for disclosing to Jemena Auctions all known mechanical or other faults, defects, damage or modifications affecting each Asset, and indemnifies Jemena Auctions against any claim arising from an undisclosed fault or safety issue with the Asset.
14. No storage fee applies while an Asset remains at a Jemena Auctions facility pending sale. Where an Asset is unsold and Jemena Auctions requests that the Seller collect it, a storage fee will apply for each day the Asset remains uncollected beginning seven (7) days after that request, at the rate set out in Part 7 of this Agreement or as otherwise notified to the Seller.’
15. Should the Seller leave an Asset with Jemena Auctions and not respond to communication for more than 60 days, Jemena Auctions must first give the Seller formal written notice, sent to the Seller’s last known address, email or mobile number on file, requiring the Seller to respond or collect the Asset within a further 14 days. If the Seller does not respond or collect the Asset within that period, Jemena Auctions may, subject to applicable UAE law, sell the Asset at auction without reserve, recovering any outstanding fees, charges and costs from the proceeds, with the balance held for the Seller’s account pending instructions.
16. For the purposes of this Agreement, the Seller acknowledges that the Asset will be treated as sold once the auction closes with any applicable reserve price met, or, in the case of a no-reserve auction, once the auction closes. From that time, the Seller may not withdraw the Asset or sell it to another person. The successful Buyer’s obligations are governed by Jemena Auctions’ applicable Bidder and Buyer Terms & Conditions. Ownership of, and risk in, the Asset will not pass to the Buyer, and the Asset will not be released or formally transferred, until Jemena Auctions has received cleared funds and all applicable ownership-transfer requirements have been completed.
17. Once cleared funds have been received from the Buyer, the Buyer will be entitled to collect the Asset, which may occur before the corresponding sale proceeds are remitted to the Seller. Jemena Auctions will remit net sale proceeds to the Seller within a reasonable period, and in any event no later than 21 business days, after cleared funds are received from the Buyer.
18. All Assets accepted for consignment will be marketed and sold in the manner Jemena Auctions considers will best achieve a sale for the Seller, at Jemena Auctions’ reasonable discretion.
19. This Agreement and these Terms & Conditions are governed by the laws of the United Arab Emirates and, where applicable, the rules and regulations of the Emirate of Dubai. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the competent courts of Dubai, unless the parties agree in writing to refer the dispute to arbitration.