Conditions of Sale – Art Bash 2025 Auction
These conditions of sale (“Conditions of Sale”) govern the sale of each lot described in the Catalogue (collectively the “Lots” and each, a “Lot”) to be offered by the San Francisco Museum of Modern Art (“SFMOMA”) for sale at the Art Bash 2025 Auction being held on April 23, 2025 (the “Auction”). Each Lot to be sold at the Auction has been donated to SFMOMA for resale for fundraising purposes. By bidding at the Auction, you agree to be bound by these Conditions of Sale. Questions may be addressed to Alex Higgins, Philanthropy Program Manager, by email, ahiggins@sfmoma.org.
1) No Warranty. Prospective bidders are responsible for making themselves aware of the condition of the Lots, and they are encouraged to examine the Lots that will be on view on the night of the Auction. Each Lot is sold “as-is and with all faults.” SFMOMA has not undertaken any independent research as to the authenticity or provenance of any work of art sold at the Auction. SFMOMA makes no representations or warranties of any kind or nature, express or implied, with respect to any Lot sold at the Auction, and in no event shall it assume any risk, be responsible or liable for the correctness of any such Lot, nor be deemed to have made any representation or warranty, express or implied, of quality, performance, merchantability, fitness for a particular use or purpose, description, genuineness, authenticity, attribution, identity, medium, or condition of any such Lot. No statement made at the Auction or in any bill of sale or invoice or elsewhere shall be deemed a representation or warranty, express or implied, as to whether the Purchaser (defined below) acquires any copyright or reproduction rights in any Lot.
2) Limited Liability. If SFMOMA, or any third party involved in providing any accommodation, goods, or services related to any Lot, is prevented by a “force majeure” occurrence or other occurrence beyond SFMOMA’s or such third party’s control, or any other reason whatsoever (including, but not limited to, war, public emergency or calamity, strike, labor disturbance, fire, interruption of transportation service, casualty, physical disability, illness, earthquake, flood, pandemic, epidemic, act of God, other disturbance, or any governmental restriction) that prevents SFMOMA or such third party from delivering or providing any Lot to the Purchaser or a sale otherwise cannot be completed, or SFMOMA or any such third party cannot otherwise fulfill its obligations under these Conditions of Sale on time or at all, SFMOMA’s and such third party’s obligations may be deferred or waived. In any such case, such third party shall have no liability to Purchaser and SFMOMA’s liability shall be limited to the sum actually paid to SFMOMA for the Lot by the Purchaser and shall in no event include any compensatory, incidental, punitive, or consequential damages. In regard to any Lot in which any third party is providing any goods or services (e.g., hotels and other accommodations, air and ground transportation, apprenticeships, performances, special conditions required by artists, etc.), the Purchaser must comply with all terms and conditions and policies and procedures and provide all waivers, releases, consents, and similar undertakings, as required by any such third-party provider.
3) Right of Withdrawal/Addition; Reserves. SFMOMA may withdraw, in its sole discretion, any Lot from the Auction without liability at any time before the final sale of such Lot. SFMOMA may add, in its sole discretion, additional Lots to the Auction. One or more Lots may be subject to a reserve. SFMOMA may add duplicates of any Lot at any time, including during the Auction, and SFMOMA may offer that duplicate to bidders at a price that may be equal to or lower than the price to be paid by the highest bidder for the initial Lot offered.
4) Final Authority. SFMOMA reserves the right to reject a bid from any bidder. In the event of any dispute between bidders, SFMOMA shall have sole and final discretion either to determine the successful bid or re-offer the Lot in dispute. If any dispute arises after the sale, SFMOMA’s sale records shall be conclusive in all respects. ALL SALES ARE FINAL.
5) Payment. Immediately after the Auction, SFMOMA will contact all Purchasers to make arrangements for payment, which must be made by cash, check, or wire transfer. Payment via credit card is not accepted due to processing fees. Checks must be payable to “San Francisco Museum of Modern Art.” All payments must be in U.S. dollars and drawn on a U.S. bank. Processing information for wire transfers will be supplied upon request. SFMOMA will not accept any payments from private foundations and/or donor advised funds (in part or in full).
6) Purchase and Taxes. At the close of bidding for each Lot, the highest bidder accepted by the auctioneer (the “Purchaser”) shall be deemed to have purchased such Lot and to have entered into a contract for sale with respect to such Lot subject to all of the conditions set forth herein, and thereupon shall (i) assume full risk and responsibility for such purchased Lot, (ii) sign a confirmation of purchase thereof, and (iii) pay the full purchase price, together with sales tax, if applicable, before the Lot shall be released or redeemed.
(a) Sales taxes will be collected on all Lots where required. Lots will not be released until all sales taxes (if applicable) have been paid. Sales tax will be calculated on the full amount of the successful Auction bid. Deliveries outside of California may be subject to the tax of another state and, where a duty of collection is imposed by law, SFMOMA will require payment of all such taxes.
(b) Until payment has been received in full from the Purchaser, the following will not occur: title to property (Lots 1, 2, 3, 4, 5 and 6) will not transfer and experiences (Lot 7) will not be redeemed.
(c) If the Purchaser fails to make payment for, take possession of, or pay any costs for which the Purchaser is responsible in relation to a purchased Lot, SFMOMA, at its option, in addition to any other remedies available to SFMOMA, including without limitation the right to hold the Purchaser liable for the bid price and incidental damages, may cancel the sale, retain all payments made by the Purchaser, and reoffer and resell the Lot publicly or privately, at SFMOMA’s discretion. Purchaser shall be liable for payment of any deficiency between the final bid and later resale price, and any incidental damages.
7) Pick-Up/Delivery of Property and Redemption of Experience.
(a) Property Lots. Without limiting SFMOMA’s right to not deliver any Lot until all conditions set forth above have been fulfilled, Purchaser of Lots 1, 2, 3, 4, 5 and 6 must arrange for their respective Lots to be picked up and/or delivered within sixty (60) days of the Auction. Purchaser is solely responsible for the packing, shipping, insurance, and other direct out-of-pocket costs for delivery of such Lots, which costs are separate from and in addition to the purchase price. Purchaser may choose to arrange shipping through UOVO or make arrangements through Purchaser’s own carrier. Please contact Ellen Brancart at ebrancart@sfmoma.org to make such arrangements. SFMOMA shall bear the risk of loss of or damage to the Lot until the Lot is picked up by the Purchaser’s chosen shipper for delivery to the Purchaser. Upon pick up by the Purchaser’s chosen shipper, the risk of loss or damage to the Lot shall transfer to the Purchaser.
(b) Third Party Carriers or Packers. SFMOMA shall not be liable for the acts or omissions of third-party storage companies, carriers, or packers of the Lots, whether engaged by SFMOMA or by any Purchaser.
(c) Redemption of Lot 7. Purchaser shall be responsible for contacting SFMOMA in order to make arrangements, as applicable, for redemption of the Lot. All costs and arrangements for redemption of purchased Lots are the responsibility of the Purchaser. Travel expenses, including but not limited to airfare and accommodations, are not included.
8) Release and Indemnity. Each Purchaser of a Lot hereby acknowledges that such Purchaser is liable for and releases SFMOMA and its successor and affiliated entities and each of their respective trustees, directors, officers, members, agents, and employees (collectively, the “SFMOMA Indemnitees”) and the applicable Lot’s donor(s) from all losses, injuries, claims, costs, and damages, whether to persons or property (collectively, “Losses”), arising from or in connection with each such Purchaser’s use and enjoyment of Purchaser’s Lot, including without limitation all Losses arising from or in connection with traveling in connection with the Lot, and that each such Purchaser will defend and hold the SFMOMA Indemnitees and the applicable Lot’s donor(s) harmless from and against any and all such Losses.
Sotheby’s participation in the Auction is by providing a volunteer auctioneer. Sotheby’s shall not be responsible for the suitability, functionality, or authenticity of any Lots and/or property. Sotheby’s holds no responsibility for the management or organization of the Auction and will not receive any sale proceeds from the Auction.
9) Failure to Take Possession or to Redeem a Lot. If a Purchaser of a Lot who has paid in full has neither claimed nor made arrangements with SFMOMA for delivery or redemption of such Lot within the times set forth in the Catalogue and in these Conditions of Sale, the Purchaser will forfeit the purchase price and right to own or redeem such Lot, in consideration of SFMOMA’s storage, handling, and safeguarding of the Lot. SFMOMA may then dispose of such Lot in any manner of its choosing.
10) Fair Market Value/Tax Consequences. Purchaser may be entitled to a tax deduction in connection with the purchase of a Lot, but only to the extent that the Auction price exceeds the fair market value of the Lot being acquired. SFMOMA will provide a receipt to the Purchaser with SFMOMA’s good faith estimate of the fair market value of the Lot. However, SFMOMA makes no representations or warranties with respect to the tax consequences of the purchase of any Lot at Auction. Bidders and purchasers are advised to consult with their accountants or legal or tax advisors regarding any such tax consequences and any other tax questions.
11) Documentation and Disclosure. If the Purchaser purchases a Lot that is an artwork, Purchaser acknowledges and agrees that SFMOMA may provide documentation to the artist who created the Lot or such artist’s heirs or representatives, if requested to do so, including Purchaser’s name, contact information, and the purchase price.
12) Choice of Law; Venue and Jurisdiction. These Conditions of Sale, as well as the Purchaser’s and SFMOMA’s respective rights and obligations hereunder, shall be governed by, and construed and enforced in accordance with, the laws of the State of California without regard to principles of conflicts of laws. By bidding at the Auction (whether in person, by agent, or by other means), Purchaser shall be deemed to have consented to the exclusive jurisdiction of the courts of the County of San Francisco, California. Any case, controversy, suit, action, or proceeding arising out of, related to, or in connection with (a) a bid, by telephone, in writing, or any other means, (b) the Auction, or (c) these Conditions of Sale shall be brought in any federal or state court located in San Francisco County, California, and the Purchaser hereby waives any objections that the Purchaser may have to personal jurisdiction in these courts.