AUCTION SERVICES TERMS AND CONDITONS
The following Auction Services Terms and Conditions dated 19 August 2024 shall apply to all Sales. By signing the Acceptance Form, you agree to the below Terms and Conditions.
- DEFINITIONS AND INTERPRETATION
1.1 For the purposes of these Terms and Conditions, the following expressions shall have the meanings given to them below (unless the context requires otherwise):
Acceptance Form: the form signed by the Parties agreeing to these Terms and Conditions;
Agreement: these Terms and Conditions and the Acceptance Form;
Asset(s): the asset(s) owned by the Seller and identified in the engagement letter to be entered into between the Parties pursuant to clause 2.4 of these Terms and Conditions;
Data: information, data, communications, documents, papers and other information supplied by the Seller to Mazad related to an Asset and/or for the purposes of its Sale;
Mazad: Mazad W.L.L., a limited liability company registered in the Kingdom of Bahrain under commercial registration number 112006;
Parties: Mazad and the Seller;
Party: Mazad or the Seller, as the context requires;
Sale(s): offering an Asset for sale through public auctions organized and administered by Mazad;
Seller: the natural or legal persons named as a seller in the Acceptance Form; and
Terms and Conditions: these Auction Services Terms and Conditions.
1.2 These Terms and Conditions shall be construed, read and applied in conjunction with the Acceptance Form.
1.3 In the event of any conflict between these Terms and Conditions and the Acceptance Form, the Acceptance Form shall prevail.
1.4 These Terms and Conditions are drafted in English and Arabic. In the event of any conflict between the English and Arabic text, the English text of these Terms and Conditions shall prevail.
- THE SELLER’S OBLIGATIONS
2.1 The Seller shall provide all necessary assistance and facilities to enable Mazad to perform its obligations under the Agreement. The Parties shall appoint a working group, from each Party respectively, through which work shall be coordinated to achieve prompt completion, communication and the necessary flexibility to perform the Agreement. No later than seven business days from the date the Acceptance Form is signed, each Party shall inform the other Party of the name of the person or persons authorized to address and issue instructions, receive correspondence and information from the other Party, and each Party shall immediately inform the other Party in writing of any changes made to any or all of the authorized persons.
2.2 The Seller shall provide and specify to Mazad all Data related to the engagement of Mazad to promptly arrange for the Sale of the Assets and which the Seller deems appropriate to share with Mazad. The Seller warrants that the Data provided (including specifications, images and market value amounts) is correct and accurate and shall undertake to provide it without delay. The Seller is solely responsible for the delay if the Data is not provided at the time agreed on by both Parties.
2.3 The Seller shall promptly notify Mazad of any matter which may arise and which is likely or expected to suspend, modify, hinder or affect, in any manner, the procedures assigned to Mazador that hinder or affect Mazad’s obligations under the Agreement. Mazad shall not be liable if the delay was due to a reason attributed to the Seller that led such notice or report of such matters to be withheld from Mazad.
2.4 The Seller shall, as soon as the decision to conclude the Sale is issued, provide Mazad with an engagement letter regarding the Sale by public auction, according to the form in Annex no. 1, supported by all the necessary Data and decisions for each engagement respectively, as set out in clause 2.2 of Terms and Conditions, including without limitation, Data related to the Assets and the proposed list of terms of Sale, etc. The Seller shall be responsible for verifying that the engagement letter and any other decisions issued by the Seller or any affiliate meets the requirements, terms and conditions imposed by applicable laws and any amendments enacted from time to time.
2.5 The Seller shall prepare a proposed list of terms of Sale of Assets respectively and present it to Mazad for discussion no later than 14 business days prior to the auction announcement date or any other period agreed by the Parties in writing. The final list of terms of Sale shall be prepared based on the agreement of the Parties.
2.6 The Seller shall ensure that the Assets subject to Sale are free from any encumbrance, dispute, or legal, financial or other obligations. If the Assets are subject to any encumbrance or liability, the Seller shall disclose such encumbrance to Mazad. Mazad may, after notifying the Seller in writing, suspend all procedures relating to the Sale until the Seller has procured the release of all encumbrances and obligations on the Assets and Mazad shall consequently resume the proceedings in respect of which it has been engaged as set out in these Terms and Conditions. The Seller further confirms that the Assets are authentic and genuine, and do not infringe on the intellectual property rights of any third party and that the Seller is authorized to promote and sell the Assets
2.7 The Seller shall undertake the necessary measures to transfer ownership of the sold Assets to the successful bidder and provide all Data and letters required for this purpose.
2.8 The Seller shall ensure that the Assets meet the requirements for Sale under the laws and regulations in effect in the Kingdom of Bahrain. - MAZAD’S OBLIGATIONS
3.1 Mazad shall execute the decisions issued by the Seller following the agreement between the Parties regarding the Sale by public auction of the Assets (by electronic or in person auction).
3.2 Subject to clauses 2.2, 2.3, 2.4, 2.5 and 2.6 of these Terms and Conditions, Mazad shall be bound by the period for completion related to the sale of Assets as agreed in writing by the Parties in respect of each engagement. These Terms and Conditions shall be confirmed in the engagement letter regarding the Sale referred to in clause 2.4 and issued by the Seller.
3.3 Mazad is not permitted to make any improvements or to pay any expenses relating to the Assets except with the written consent of the Seller.
3.4 Mazad shall agree with the Seller on the announcement date of each respective Sale by auction.
3.5 Mazad shall use reasonable efforts to sell the Assets at the highest price in public auctions, and if such Sale is not possible for any reason, the Seller shall be consulted to undertake the measures deemed appropriate by it. Mazad shall not be liable in any manner for the results of the auction of an Asset, nor shall it be liable if the successful bidder fails to pay the bid amount. Mazad does not guarantee the success of the auction of any Assets. - BIDDING PROCEDURES
In accordance with the obligations set forth in these Terms and Conditions and the laws in effect in the Kingdom of Bahrain, Mazad shall, if it has been engaged regarding the Sale, follow the below steps, unless the engagement letter provides otherwise:
4.1 Following receipt of the engagement letter and the supporting Data referred to in clauses 2.2 and 2.4 of these Terms and Conditions, Mazad shall travel to the location of the Assets and shall inspect them and verify their Data.
4.2 The minimum opening bid shall be determined pursuant to the written agreement of the Parties.
4.3 Mazad shall announce the Sale of Assets by public auction in accordance with clause 3.4 following its agreement with the Seller on the final terms of the Sale in accordance with clause 2.5. The Seller agrees that Mazad shall use the official logo of the Seller to announce the Sale.
4.4 Mazad shall offer the Assets for Sale by public auction using the means agreed upon by the Parties and determined in the engagement letter issued by the Seller in accordance with clause 2.4.
4.5 Mazad shall enable the bidders that satisfy the conditions specified by it, in agreement with the Seller, to access the website designated for auction of the Assets, to register their information, and to obtain their approval to the terms and conditions of the Sale, provided that such approval is documented using electronic means. Such approval shall be deemed as an actual signature.
4.6 Mazad shall collect a participation fee (deposit amount) from each participant in the auction of Assets, which shall be agreed on by the Parties in advance and shall be specified in the engagement letter referred to in clause 2.4 as an initial fee to participate in the auction of an Asset. Mazad shall deposit the participation fee amounts in its account. At the conclusion of the auction of an Asset, Mazad shall also refund the subscription fees that it collected from the bidders excluding the successful bidder.
4.7 If the Sale is completed, Mazad shall collect the bid amount of the sold Asset and transfer it to the Seller within a period not exceeding 30 business days from the date of its receipt of the bid amount of the sold Assets from the successful bidder, after deducting the fees due to Mazad in accordance with clause 5.1 of these Terms and Conditions, in addition to any additional amounts or other expenses previously approved by the Seller.
4.8 If the successful bidder does not pay the bid amount in full within 15 calendar days from the date of award, after the successful bidder has been notified by Mazad of its failure to pay and if the successful bidder has breached the terms of Sale, the participation fee shall be forfeited and the matter shall be presented to the Seller to decide if the Asset should be resold in public auction or to award the auction to another party without additional cost to the Seller.
4.9 Following the successful bidder’s payment of the bid amount in full, the Seller shall transfer ownership of the Assets to the successful bidder, following the Seller’s receipt of the bid amount from Mazad in accordance with clause 4.7 of these Terms and Conditions.
4.10 Upon completion of the procedures to transfer ownership of the Assets to the successful bidder, Mazad shall notify the successful bidder to collect the Assets and transfer them from their location within a period of 14 calendar days from the date of notice, or during any other period agreed upon in writing by the Parties.
4.11 Following completion of all procedures regarding the Sale of Assets, Mazad shall provide the Seller with a summary of the Sale’s procedures, its results and the Data of the successful bidder in accordance with the form set out in Annex no. 2.
4.12 If any reason to reauction the Assets arises, the Seller shall issue a decision to engage Mazad to reauction the Assets along with all necessary supporting decisions and Data, as set out in clauses 2.2 and 2.4 of these Terms and Conditions. Mazad shall not incur any additional expenses or losses in the value of the sold Assets unless the reauction is due to Mazad’s wrongdoing. Mazad shall be released, before the Seller and third parties, from any responsibility or liability if it executed the Seller’s decision correctly, other than due to Mazad’s wrongdoing. The Seller shall not bear any additional expenses if the reauction was due to the successful bidder’s wrongdoing. - MAZAD’S FEES
5.1 Mazad shall be entitled, in addition to any expenses, fees or charges paid in accordance with these Terms and Conditions and approved by the Seller, to the percentage of the Sale proceeds specified in the Acceptance Form, and such amounts shall be deducted directly from the Sale proceeds in accordance with clause 4.7.
5.2 If the Seller revokes the Sale of an Asset in a live auction for any reason, Mazad shall be entitled to the expenses approved by the Seller in addition to all expenses incurred by Mazad pursuant to these Terms and Conditions, which were agreed upon by the Parties, up to the date such revocation is notified by the submission of all required documents in this regard. - EXCLUSIVITY
6.1 Except for any action taken by the Seller on its own, the Seller agrees to appoint Mazad exclusively to undertake the Sale procedures in coordination with the Seller regarding the agreed upon items for Sale only. The Seller has the right to send a selected list of items for Sale to Mazad, but the Seller is not obligated to send all the items to be sold to Mazad.
6.2 The Seller acknowledges and agrees that Mazad is entitled to undertake and conduct auctions of an Asset for the benefit of any other public or private entity without any restriction or condition. - CONFIDENTIALITY
7.1 The Parties agree to keep confidential all information relating to the Agreement and the Sale, and not to disclose such information to any person, except as required by law or regulations, or at the request of the competent government authorities, or by order of any judicial authority, or pursuant to the agreement of the Parties.
7.2 In accordance with the purposes of the Agreement, the following information shall not be considered confidential information:
a. information that was publicly available prior to the date of disclosure to a Party or any of its representatives;
b. information owned by a Party or any of its representatives as documented in writing or that is made available to it, prior to its disclosure, by a third party which is not under a duty of confidentiality to the disclosing Party;
c. information that is disclosed to a Party or its representatives by a third party, which is not under a duty of confidentiality to the disclosing party; and
d. information made available to the public if it has been disclosed lawfully. - LIABILITY AND COMPENSATION
8.1 Except for liability arising out of the wrongdoing of Mazad, the Seller agrees to release Mazad from liability and to indemnify it for all legal proceedings, procedures, obligations, actions, damages, claims and requests, arising in any manner, to which Mazad may be subject and which arises out of or is related to the Agreement. - FORCE MAJEURE
9.1 The Parties are released from performing their obligations under the Agreement for any period, in whole or in part, if any of the following events in paragraph 9.2 below occurs. If either Party encounters a Force Majeure event that may lead it to the delay, failure or omission in fulfilling its obligations under the Agreement, the Party affected by Force Majeure shall notify the other Party of such event immediately and by any means possible, and shall additionally use all appropriate efforts to perform its obligations without delay as soon as the Force Majeure has ceased.
9.2 “Force Majeure” means: failure or delay arising directly or indirectly by fire, flood, earthquake, factors of nature or destiny, war, riot, civil disobedience, insurgency, terrorist acts, or any other cause beyond the reasonable control of the relevant Party. - SUBCONTRACTING
10.1 The Mazad shall be entitled to subcontract to any person it deems appropriate to carry out any part of its obligations under the Agreement, and Mazad shall be responsible for the actions of its subcontractor. - ENTRY INTO FORCE
11.1 The Agreement shall be governed and interpreted in accordance with the laws in effect in the Kingdom of Bahrain and the courts of the Kingdom of Bahrain shall have exclusive jurisdiction in any dispute between the Parties arising from its performance, non-performance, application, interpretation or termination.
11.2 The Agreement shall be effective for a period of two calendar years from the date of signing the Acceptance Form and is subject to renewal by the agreement of both Parties.
11.3 The Parties shall have the right to terminate the Agreement at any time and without any reason by giving a written notice of 60 calendar days, at which time the Seller shall pay Mazad for the actual services provided by Mazad to the Seller in connection with the Sale until the last day of the notice period, after providing all supporting documents regarding the provision of services by Mazad.
11.4 No promise, agreement, undertaking or letter shall be deemed to modify the Agreement unless it is in writing and signed by the representatives of both Parties and the common intention of the Parties to amend the Agreement is expressly stated.
11.5 Any notice, notification, correspondence, communication or announcement (including any request, instruction, waiver or other document) under the Agreement is required to be delivered in writing in the Arabic or English language and is to be delivered to the other Party with a copy of confirmation that it has been received to its physical address and e-mail address. The address details of the Seller are set out in the Acceptance Form, and the address details of Mazad are as set out below: