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SOTHEBY'S MOTORSPORT CONDITIONS OF BUSINESS FOR SELLERS

The following terms and conditions apply to all auction events of, and any transactions with, RM Sotheby’s Motor LLC, dba Sotheby's Motorsport (which may be referred to as “Sotheby's Motorsport”, “we” or “us” in these Terms). Every person that wishes to become a seller of a vehicle (a “Lot” or “Lot(s)”) though the sales or consignment process, must agree to these terms and conditions (the “Terms”). The Terms will apply to all persons unless specifically designated that the Terms apply to Sellers or to Buyers. The users of the Auction Platform, as defined below, may be referred to as “you” or “your”. Together with the information provided to Sotheby's Motorsport by the Seller and documented between the Seller, Sotheby's Motorsport and the Buyer, these Terms and the other documents that have been agreed to constitute the full and complete agreement between the Seller, Sotheby's Motorsport and the Buyer.

Part 1 of these Terms are CONDITIONS OF BUSINESS APPLICABLE TO ALL SELLERS.

Part 2 of these Terms are CONDITIONS OF BUSINESS APPLICABLE TO ALL PERSONS.

To become either a Seller or a Bidder on www.sothebysmotorsport.com (the “Auction Platform”), the Sotheby's Motorsport auction site (the “Site”), you must be at least 18 years old, and you must first register as a Member of the Site. When you register, you must agree with the Terms of Use and the Privacy Policy that are on the Site. After that, you also have to register as a “ Registered Seller” or a “Registered Bidder” on the site.

THESE TERMS ARE PART OF A LEGAL AGREEMENT BETWEEN YOU AND SOTHEBY'S MOTORSPORT. PLEASE CAREFULLY READ AND UNDERSTAND THESE CONDITIONS OF BUSINESS, THE TERMS OF USE, AND THE PRIVACY POLICY AS THEY SET FORTH THE LEGAL RIGHTS AND OBLIGATIONS OF ALL PARTICIPANTS IN THE SOTHEBY'S MOTORSPORT AUCTION PROCESS. THERE MAY ALSO BE SPECIAL NOTICES AND TERMS THAT WILL APPLY TO A SPECIFIC AUCTION WHICH WILL BE IDENTIFIED ON THE SITE. TOGETHER THESE CONDITIONS OF BUSINESS AND POLICIES AND NOTICES CONSTITUTE THE “CONTRACTUAL OBLIGATIONS” THAT APPLY TO YOU.

As the auctioneer, Sotheby's Motorsport acts as the agent for the Seller. The sales contract is made directly between the Seller and the Buyer. You will grant us the power to issue a Bill of Sale on your behalf and to sign the vehicle title on your behalf. Commissions are chargeable to both Seller and Bidder. The agreement between Sotheby's Motorsport and the Seller provides for a commission to be received from the sales proceeds. In addition, each Bidder is required to pay a Buyer’s Premium as described in these Conditions. Both sets of terms are described in more detail below.

Legal terms applicable to all persons are below. Sotheby's Motorsport is not providing you with legal, tax or financial advice and you are encouraged to consult with your advisors regarding these Terms.

PART 1: CONDITIONS OF BUSINESS APPLICABLE TO ALL SELLERS

Sotheby's Motorsport agrees to act as an agent for the Seller and to provide the auction services described in these Conditions of Business. They include administrative activities, financial services, advertising and promotion, inspection and photography services. Sotheby's Motorsport will have the complete discretion to conduct any Sotheby's Motorsport auction as it deems appropriate. Sotheby's Motorsport may also (i) consult third parties either before or after the sale, (ii) research the provenance, (iii) create descriptions as may be appropriate based on information provided by you, (iv) market and promote the sale, and (v) any other services required to conduct the sale. General information on the services and the processes are described in on the Sotheby's Motorsport Site but are not part of the contract between you and us.

For a Seller to participate in an auction with Sotheby's Motorsport, there are a number of steps to be followed in a specific sequence. In general, you as a Seller will first go through the Submit a Vehicle process that is part of the Site. We will then determine if the submitted Lot(s) meets our requirements for listing on the Site. If so, the agreements are then processed and signed. Details are below.

  1. 1. Starting the Process to Sell your Lot(s) with Sotheby's Motorsport. When you submit a Lot for auction to Sotheby's Motorsport, you will complete the vehicle submission form located on the Site and pay the initial, non-refundable, fee to reserve your right to list the Lot(s) within the next 30 days. You agree to provide accurate information about the Lot(s) to be sold at auction and to disclose all material information about the Lot(s). You will be assigned an Auction Specialist to discuss and help create the auction listing and to set a reserve price, if any. Once the Auction Specialist verifies that the Lot(s) are appropriate for the Site, Sotheby's Motorsport will send you a Seller’s Kit that will contain the full set of documents for you to sign, which includes the Seller’s Agreement, these Terms and the other items described below. Certain documents can be signed electronically while others require an actual “wet ink” signature to be physically returned to Sotheby's Motorsport. Failure to comply with the documentation requirements or any other requests made by Sotheby's Motorsport in accordance with these Terms will result in forfeiture of the listing and any and all monies paid to Sotheby's Motorsport by the Seller.

    You agree that you have the sole responsibility and liability for any oral or written statements (in any and all mediums) made by you regarding the Lot(s) and for descriptions of information provided on the Site by Sotheby's Motorsport that accurately repeats the information supplied by you as to the originality, character, features, condition, correctness, authenticity, or history of the Lot(s). You warrant that the Lot(s) is in a safe, operable condition to be driven or moved. You agree to indemnify, defend, and hold Sotheby's Motorsport harmless from any claims or disputes that may be made with respect to any such oral or written statement (in any and all mediums). Any disagreement about the Lot(s), the auction process, Sotheby's Motorsport or the Seller and the Buyer (each a “Party” and jointly or collectively the “Parties”) are referred to as “Disputes.”

    You must make your Lot(s) available for inspection by a third-party inspection service who will provide a report on their assessment of the Lot(s) (the “Inspection Report”) that will also be provided to prospective bidders and for a photography session by a person that will be arranged by Sotheby's Motorsport. You may request that Sotheby's Motorsport waive the inspection if you fully complete the Seller’s Vehicle Disclosure Statement and provided to any interested Bidder, which may be allowed on a case by case basis as reasonably determined by Sotheby's Motorsport. A Seller may also complete a Seller’s Vehicle Disclosure Statement in addition to the inspection.

    You agree to declare an accurate odometer reading before the auction. This will be part of the Seller’s Kit. You are solely responsible for and shall defend, indemnify and hold Sotheby's Motorsport harmless for the accuracy or inaccuracy of such statement. We also have the option to describe a Lot(s) as True Mileage Unknown (TMU) in our discretion. You will also be required to send the original title documents for the Lot(s) prior to the auction. If the title documents are held by a lien holder, Seller must provide copies of documents and the contact information for the lien holder to allow Sotheby's Motorsport to confirm the title and ownership information.

    If issues are found during the inspection or based on the review of the Seller’s Vehicle Disclosure Statement, Sotheby's Motorsport will provide the Seller with a list of issues identified. The Seller may be given an opportunity to correct the issues noted and to provide documentation of the work done, which will be provided to interested parties in addition to the inspection report or Seller’s Vehicle Disclosure Statement. If Seller chooses not to address the issues identified, Sotheby's Motorsport may revise descriptions of the Lot(s) with the issues disclosed. Sotheby's Motorsport may also determine, at its sole discretion, that the Lot(s) is not fit, correctly priced or ready for sale and reserves the right to rescind the Seller’s Agreement based on these findings, market conditions or any misrepresentation. Seller agrees to indemnify and hold Sotheby's Motorsport harmless from any alleged liabilities arising out of the rescission.

  2. 2. Title, Registration Documents, and/or Appropriate Documents Evidencing Chain of Ownership. Seller must provide to Sotheby's Motorsport any and all titles, registration documents, or appropriate documents evidencing ownership and/or government registrations (such as Purchase Agreements and Bills of Sale) (“Titles”) that shows a good, clear, and transferable Title to the Lot(s) prior to the auction being scheduled. The Seller warrants that the Seller is the sole owner(s) of the Lot(s), and that the Seller has full right and authority to sell the Lot(s), subject to existing liens, or that the Seller is acting on behalf of the owner of the Lot(s) with the full legal authority to bind the owner (“Ownership”). If the Seller is acting on behalf of another individual or entity, the Seller must provide evidence of the owner’s consent and agreement to have the Lot(s) submitted for an auction. If for whatever reason Sotheby's Motorsport is forced to correct any Title defect, the Seller agrees to first pay Sotheby's Motorsport its reasonable costs and fees to correct the defect (“Title Fees” with a minimum fee of $500.00). The Title Fees will be deducted from the Seller’s proceeds of sale. In cases where pre-existing Titles do not exist and insurance bonds are necessary, the Seller will be charged Title Fees on a case-by-case basis. In order to facilitate and transfer the Title for the Lot(s), the Seller agrees to sign the Power of Attorney that is part of the Seller’s Kit. The Seller will indemnify, defend, and hold Sotheby's Motorsport harmless from any claims, demands, losses, expenses, damages, costs, actions, and liabilities, including without limitation to court costs and attorney fees, of whatever kind or nature that may or may not occur, whether known or unknown, on the account of or arising out of all matters related to the Ownership and Titles.
  3. 3. Exclusivity: The Seller grants to Sotheby's Motorsport the exclusive right and authority to advertise and sell the Lot(s) for a period beginning with the date of these Conditions and ending 15 business days following the auction date that are not sold at auction.

  4. 4. The Auction Process. You agree to work with our Auction Specialists to assist in the auction process. This will include whether you determine to set a reserve price for the Lot(s) (the lowest bid acceptable to you as the Seller), and the amount of the reserve if applicable, finalizing the information provided and the presentation of your Lot(s) on our site. You may lower the reserve price prior to or during the auction, but you may not raise it. To the extent an amendment to the Agreement is required to reflect a change in reserve price, the Seller acknowledges that amendment can be communicated by the Company via email communication and the Sellers acceptance thereof can be affirmed by responding in email form.

    You agree to promptly review and approve any and all descriptions prepared by your Auction Specialist based on your communications with the specialist. If you do not promptly respond, the placement of the Lot(s) on the site may be delayed or Sotheby's Motorsport may choose to cancel your listing. Sotheby's Motorsport may delay or cancel an auction if it reasonably determines that there are issues that prevent an auction in accordance with these terms, including any misrepresentations by Seller or damage to the Lot(s), any Disputes or issues related to ownership. Once the Lot is placed on the Auction Platform it will be considered an active listing (the “Auction Listing”).

    The description used for the auction may include pre-sale estimates, which are only intended as guides for prospective Bidders. Sotheby's Motorsport makes no representation or warranty of the anticipated selling price of Lot(s), and no estimate anywhere by Sotheby's Motorsport of the selling price of Lot(s) may be relied upon as a prediction of the actual selling price. Estimates included online, in pre-mailers, in any advertisements, or elsewhere are preliminary only, and they are subject to revision by Sotheby's Motorsport from time to time at its sole discretion. The Seller acknowledges that Sotheby's Motorsport will not be liable for any errors or omissions in the pre-sale estimates of Lot(s), and these pre-sale estimates make no guarantees, representations, or warranties whatsoever to the Seller with respect to Lot(s)’ value.

    A sale of the Lot(s) occurs between the Seller and the Bidder when the time expires on the Auction Listing for no reserve auctions, or provided the Seller is able to receive at least the net reserve price, defined as reserve price minus the commission payable to Sotheby's Motorsport if a reserve price is set (the “Sale”). You agree that you will not directly or indirectly bid on your Lot(s) during an auction, or ask others to bid on your Lot(s). You agree that you will not engage in “shill” bidding directly or indirectly. If the Lot(s) is sold at auction, you agree to pay a commission to Sotheby's Motorsport of up to 2.5% of the sales proceeds, with a $12,500 cap. The commission will be deducted from the sales proceeds before the proceeds are paid to you. You acknowledge that Sotheby's Motorsport will also charge a Buyer’s Premium of 5% of the winning bid, with a $25,000 cap. Sotheby's Motorsport may sell Lot(s) at an auction for an amount lower than the reserve price as long as the net proceeds to you are at least what you would receive if the reserve price had been met. Once the time expires on the Auction Listing and a Sale has occurred, the Seller accepts that the Sale constitutes a binding, non-cancellable, non-transferable, sales agreement between the Seller and the Buyer (the “Binding Sale Agreement”).

    Before payment of any money due to the Seller is to be made, Seller agrees to release the Lot(s) to a transporter of the Buyer's choice, and Seller further acknowledges that Sotheby's Motorsport must be in receipt of a Bill of Lading prior to payment of any money due to the Seller is made. Seller also agrees to provide Sotheby's Motorsport with any additional documents necessary to transfer the Title for the Lot(s) to the Buyer and to provide any cooperation that Sotheby's Motorsport deems necessary in this process.

    As an accommodation to the Seller and unless otherwise agreed to in writing, Sotheby's Motorsport agrees to act as an intermediary between the Seller and the successful Bidder (also referred to as the “Buyer”) by accepting the purchase price from the Buyer, transferring the Title of the Lot(s) to the Buyer, and delivering the amounts due to the Seller. Sotheby's Motorsport will make reasonable efforts to disburse the money due to the Seller within 21 business days after the sale, provided that the purchase price, applicable commissions, and fees have been received by Sotheby's Motorsport, in accordance with the terms of these Conditions, any liens have been satisfied and released and no claim or Dispute has been raised by the Buyer.

    After Sotheby's Motorsport receives full payment from the buyer, the Seller authorizes Sotheby's Motorsport to inform the Buyer that Buyer can take possession of the Lot(s). The Seller agrees to rely solely upon the Buyer for payment and to hold harmless Sotheby's Motorsport in the event that the Buyer does not remit full payment to Sotheby's Motorsport. Sotheby's Motorsport will prepare the Bill of Sale and you authorize Sotheby's Motorsport to execute and deliver the Bill of Sale to the Buyer on your behalf.

    If the Lot(s) does not sell at the Auction, the Seller grants Sotheby's Motorsport the authority for up to seven business days after the Auction to work with the Seller and Bidders that have been identified to seek to reach an agreement between the Seller and any interested Bidders. Sotheby's Motorsport may also offer the opportunity for the Seller to list the Lot(s) for sale through an affiliate’s website. If a transaction is consummated after the auction, the Seller is responsible for the commissions and fees that would be due had the Lot(s) been sold at the auction.

    If the Lot(s) do not sell, the auction will be cancelled, and the vehicle title returned to the Seller.

  5. 5. Transportation. Sotheby's Motorsport provides four options for vehicle pickup and transportation: (1) you can pick up the vehicle in-person and transport it or drive it home yourself, (2) you can choose and work with your own vehicle transport service, (3) we can connect you with a reputable transport service with nationwide coverage, and (4) we can manage the transportation process for you by working directly with you at no cost, the transporter, and the seller. In all cases, the buyer and/or vehicle transportation company is liable for any damage that occurs during vehicle pickup and transportation. Seller will be responsible for making the Lot(s) available to the Buyer directly, or to a carrier arranged by Buyer directly or with the assistance of Sotheby’s Motorsport. The Buyer is responsible to insure the Lot(s) as soon as the auction is concluded and bears the risk of loss when the auction has concluded. The Seller is responsible for ensuring that the Lot(s) are in a condition for transport, such as ensuring that the Lot(s) have sufficient fluids (for example, antifreeze and coolants).
  6. 6. Problems with the Sale of the Lot(s). If Sotheby's Motorsport has reason to believe or is notified that the (i) Seller's breach of the Contractual Obligations, (ii) alleged breach of the Contractual Obligations, (iii) Seller's actions could potentially cause Sotheby's Motorsport liability, and/or (iv) Buyer raises concerns regarding the Lot(s)'s condition, character, features, condition, correctness, authenticity, or history or description (during or after the 21 day window described above (collectively “Dispute”), Sotheby's Motorsport, at its sole discretion, may withhold payment to the Seller until the Dispute has been resolved. Sotheby's Motorsport may deduct any sums that are due to it from the sum held.
  7. 7. Twenty Day Window for Rescission of Sale due to Buyer Concerns Regarding Lot(s) Description. Sotheby's Motorsport will review concerns regarding material misrepresentations raised by the Buyer after the sale for up to 20 business days. These concerns may be regarding the Lot(s) description, information supplied by the Seller as to the originality, character, features, condition, correctness, authenticity, or history of the Lot(s), directly or through the Site. If Sotheby's Motorsport determines that the alleged oral or written statement (that would not have been reasonably found through the Bidder's due diligence) materially decreases the value or functionality of the Lot(s), Sotheby's Motorsport will work with the Seller and Buyer to reach a solution. In exceptional circumstances, if Sotheby's Motorsport cannot obtain an amicable resolution between the Buyer and Seller to address concerns raised by the Buyer, Sotheby's Motorsport may determine that rescission of the auction sale is warranted. In that circumstance, the Seller will be liable to Sotheby's Motorsport for the costs and expenses associated with the transportation of the Lot(s) bask to the Seller and the commissions and fees due to Sotheby's Motorsport (as if the Lot(s) were withdrawn as provided in Section 9 below). The Seller agrees to indemnify, defend, and hold Sotheby's Motorsport harmless from any claims that may be made with respect to any such Disputes, 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 this section.
  8. 8. Non-Payment by Buyer. In the event of non-payment by the Buyer, Sotheby's Motorsport will use reasonable efforts to enforce payment from the Buyer. However, Sotheby's Motorsport shall not be liable to the Seller for payment. If the Buyer does not pay Sotheby's Motorsport, then at Sotheby's Motorsport's sole discretion, Sotheby's Motorsport may cancel the sale, enforce payment by the Buyer, or take other actions permitted by law.
  9. 9. Withdrawal. The Seller acknowledges that Sotheby's Motorsport has incurred and will incur significant costs preparing, advertising, marketing, and promoting the Lot(s) for auction. If the Seller withdraws the Lot(s) while it is an Auction Listing, the Seller will be obligated to pay a Fee, as defined below, to compensate Sotheby's Motorsport. The Seller accepts and acknowledges that once a Sale has occurred, the Seller is unable to withdraw the Lot and it is a Binding Sale Agreement, as defined above, obligating the Seller to finalize the Sale with the Buyer. The fee (“Fee”) due to Sotheby's Motorsport will be the sum of (i) the costs and expenses incurred by Sotheby's Motorsport up to that point, including any legal costs and fees, (ii) 2.5% of the reserve price set by Seller (up to $25,000) and (iii) an estimated equivalent of the Buyer’s Fee based on 5% of the second highest price for a substantially equivalent Lot(s) (up to $25,000) as listed on the Hagerty website (www.hagerty.com/valuation-tools/). If no reserve price has been set, the amount due under subsection (ii) above will be 2.5% of the “condition number two value” for a substantially equivalent vehicles as included on the Hagerty website (www.hagerty.com/valuation-tools/). If the Lot(s) is withdrawn based on exigent circumstances such as major damage done to the Lot(s) through no fault of Seller, the Seller can seek a reduction in the withdrawal fee from Sotheby's Motorsport, provided that documentation of the damages is provided, and the Lot(s) are made available for inspection by Sotheby's Motorsport, or an inspection service retained by Sotheby's Motorsport. In this circumstances, Sotheby's Motorsport will try to work out an acceptable compromise on the fee due. If no agreement is reached, the entire withdrawal fee as calculated above will be due to Sotheby's Motorsport.
PART 2: CONDITIONS OF BUSINESS APPLICABLE TO ALL PERSONS

Currency. All auctions and transactions are in US Dollars.

No Warranty. All Parties acknowledge and agree that online services such as the auction site may be subject to errors and disruptions and Sotheby's Motorsport makes no warranties that the site will be available or function in real time, or be navigable at all times. The site is made available to all users on an “As Is” “Where Is” basis, with no warranty of any kind.

SOTHEBY'S MOTORSPORT MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING THE SITE OR ANY LOT(S) OFFERED AT AUCTION AND SPECIFICALLY DISCLAIMS ALL WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A SPECIFIC PURPOSE.

Information; Data Sharing. Sotheby's Motorsport retains the services of third parties to perform inspection, credit check and title processing services. All persons consent to the sharing of their personal information with these third parties and agree to allow Sotheby's Motorsport to use their personal information in accordance with Sotheby's Motorsport’s privacy policy. All persons agree to provide all information and assistance reasonably requested by Sotheby's Motorsport to comply with Sotheby's Motorsport’s’ internal anti-money laundering process and to comply with any and all anti-money laundering laws and regulations.

Photography, Videography, and Illustrations: All photographs, videography, and illustrations commissioned by Sotheby's Motorsport for the Lot(s) are the absolute property of Sotheby's Motorsport, and Sotheby's Motorsport shall have the absolute right to use the photographs, videography, and illustrations as Sotheby's Motorsport deems fit.

Set-Off: If either the Bidder or the Seller owes Sotheby's Motorsport money from any transaction, whether as a result of a breach or otherwise, Sotheby's Motorsport may setoff or retain funds to satisfy the amount owed by the Bidder or the Seller, as the case may be.

Choice of Law. These Conditions of Business and all Contractual Obligations are governed by the laws of the State of Delaware, exclusive of its choice of laws principles.

Dispute Resolution; Binding Arbitration. All persons agree that they will first attempt to amicably resolve any disputes. If there is a dispute between a Seller and a Bidder, Sotheby's Motorsport will agree to use reasonable efforts to mediate the dispute and to facilitate a resolution. If a resolution can be reached, the Parties agree to document the agreement, which will include the execution by each Party of a full and final release of Sotheby's Motorsport.

Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims.

If the Parties to the dispute cannot reach a resolution, the Buyer and the Seller agree that the venue for any dispute resolution shall through binding arbitration. The Seller or the Buyer shall proceed to arbitration in the State of Delaware or other location mutually agreement to the Parties, before one arbitrator and all proceedings shall be conducted in English. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures or pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. In the event that either Party brings action against the other, arising from or relating to these Conditions of Business or any transaction or dispute involving Sotheby's Motorsport, the prevailing Party(ies), as determined by the arbitrator or court, shall be entitled to recover its reasonable attorneys’ fees and costs, including through appeals.

Class Action Waiver. YOU AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND SOTHEBY'S MOTORSPORT ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND SOTHEBY'S MOTORSPORT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.

Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, ALL PERSONS AGREE THAT THE MAXIMUM LIABILITY OF SOTHEBY'S MOTORSPORT ARISING OUT OF OR RELATED TO THESE CONDITIONS OR ANY CLAIM OR DISPUTE BETWEEN THE PARTIES REGARDING THE LOT(S) OR ANY AUCTION SHALL BE LIMITED TO THE FEES ACTUALLY RECEIVED BY SOTHEBY'S MOTORSPORT FOR THE SPECIFIC AUCTION AT ISSUE.

Limitation on Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY, CONTAINED IN THESE TERMS OR ELSEWHERE, EXPRESSED OR IMPLIED, SOTHEBY'S MOTORSPORT SHALL NOT BE LIABLE TO ANY PERSON, INCLUDING THE SELLER OR THE BIDDER, WHETHER IN CONTRACT OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGE, AND WHETHER CONSIDERED DIRECT OR INDIRECT, LOSS OF REVENUE, LOSS OF PROFIT, LOSS OF ANTICIPATED PROFIT, LOSS OF USE, LOSS OF PRODUCTION, LOSS OF PRODUCT, LOSS OF PRODUCTIVITY, LOSS OF CONTRACT, OR LOSS OF BUSINESS OPPORTUNITY ARISING FROM OR RELATING TO THESE TERMS OR ANY AGREEMENT.

Force Majeure. A “Force Majeure Event” means any act or event that renders a Party, wholly or partially, unable to perform its obligations under the Agreement or delays such affected Party’s ability to do so, when such act or event (i) is beyond the reasonable control of the affected Party; (ii) is not due to the fault or negligence of the affected Party; and (iii) could not have been avoided by the affected Party by the exercise of reasonable diligence. Sotheby's Motorsport shall not be responsible to any other person for any delay or failure to fulfil any obligation under this Agreement or for any expense, cost, loss or damage caused if such delay, non-performance, expense, cost, loss or damage has been caused or contributed by any Force Majeure Event.

Entire Agreement: These Terms and the remainder of the agreements between Sotheby's Motorsport and any other person constitutes the entire agreement between the Parties (including any respective predecessor-in-interest) and supersedes all other agreements, proposals, discussions, and correspondence, whether oral or written and regardless of when made, and shall be binding upon all Parties and their respective heirs, personal representatives, and assigns. These Conditions shall not be modified, except in writing signed or authenticated by all persons affected. Whenever used in these Conditions, 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.