Rapaport Buyer Agreement
This Rapaport Buyer Agreement (the “Agreement”) which includes the Rapaport
Buyer Agreement Terms and Conditions (the “Terms and Conditions”) and any
applicable country or jurisdictional specific terms referenced below, shall
govern and control all contractual relationships between the parties under
and in terms of which diamonds and/or jewelry are bought from, or through
Rapaport either by way of auction, tender or immediate sale (“Buy-Now”)
(hereinafter referred to collectively or individually as “Sale”).
In the event of a conflict between the Terms and Conditions and any
applicable country or jurisdictional specific terms referenced below, the
country or jurisdictional specific terms will apply and control.
This Agreement is entered into by the undersigned Buyer, and Rapaport Diamond Corporation (hereinafter "Rapaport") of
1212 Avenue of the Americas, Suite 801, New York 10036, USA, except if a
Sale takes place outside New York in any of the following countries or
jurisdictions hereinafter mentioned below on this Cover Page, in which
event the provisions herein below expressly provided shall regulate and
control the relationship between the parties together with the Terms and
Conditions set forth overleaf, save to the extent such Terms and Conditions
may be in conflict therewith.
In the event that the Sale takes place outside New York in any of the
following countries or jurisdictions, then the foregoing country or
jurisdictional specific terms shall apply, as provided below:
A.
INDIA
If the Sale takes place in Mumbai, or any other location in India, the
following terms shall apply and form an integral part of the Agreement:
1. Parties. This Agreement shall be between Buyer and Rapaport India Private Limited of
Mumbai Capital, 101 The Capital, Plot No. C-70, Bandra Kurla Complex,
Bandra (East)
Mumbai 400 051, India for all intents and purposes in respect of the Sale
and the provision of goods and services provided in terms hereof, and the
term “Rapaport" shall mean and be limited to Rapaport India Private Limited for purposes of this
Agreement with respect to the provision of said goods and services. For the
avoidance of doubt, these India country specific terms will only apply to
the Sale of diamonds and/or jewelry which takes place in Mumbai, or any
other location in India, and if this Agreement is between Buyer and Rapaport India Private Limited.
2. Governing Law and Jurisdiction. This Agreement shall be
construed and governed in accordance with the substantive laws of India,
without reference to its conflict of laws principles, and the appropriate
courts of law in Mumbai alone shall be the courts of competent
jurisdiction.
B.
HONG KONG
If the Sale takes place in Hong Kong, the following terms shall apply and
form an integral part of the Agreement:
1.
Parties
. This Agreement shall be between Buyer and Rapaport Hong Kong Limited of Unit 2206 Kinwick Centre, 32
Hollywood Road, Central, Hong Kong for all intents and purposes in respect
of the Sale and the provision of goods and services provided in terms
hereof, and the term “Rapaport" shall mean and be limited to Rapaport Hong Kong Limited for purposes of this Agreement
with respect to the provision of said goods and services. For the avoidance
of doubt, these Hong Kong country specific terms will only apply to the
Sale of diamonds and/or jewelry which takes place in Hong Kong, and if this
Agreement is between Buyer and Rapaport Hong Kong Limited.
2. Governing Law and Jurisdiction. This Agreement shall be
construed and governed in accordance with the substantive laws of Hong
Kong, without reference to its conflict of laws principles, the appropriate
courts of law in Hong Kong alone shall be the courts of competent
jurisdiction.
C.
ISRAEL
If the Sale takes place in Israel, the following terms shall apply and form
an integral part of the Agreement:
1. Parties. This Agreement shall be between Buyer and Rapaport Diamond Trading Limited of 21 Tuval Street, Ramat
Gan, Israel for all intents and purposes in respect of the Sale and the
provision of goods and services provided in terms hereof, and the term
“Rapaport" shall mean and be limited to Rapaport Diamond Trading Limited for purposes of this
Agreement with respect to the provision of said goods and services. For the
avoidance of doubt, these Israel country specific terms will only apply to
the Sale of diamonds and/or jewelry which takes place in Israel, and if
this Agreement is between Buyer and Rapaport Diamond Trading Limited.
2. Governing Law and Jurisdiction. This Agreement shall be
construed and governed in accordance with the substantive laws of the State
of Israel, without reference to its conflict of laws principles, and the
appropriate courts of law in Ramat Gan, Israel alone shall be the courts of
competent jurisdiction.
D.
BELGIUM
If the Sale takes place in Belgium, the following terms shall apply and
form an integral part of the Agreement:
1.
Parties.
This Agreement shall be between Buyer and Rapaport Belgium b.v.b.a, of Diamond Exchange Building,
Hoveniersstraat 53, B-2018 Antwerp, Belgium for all intents and purposes in
respect of the Sale and the provision of goods and services provided in
terms hereof, and the term “Rapaport" shall mean and be limited to Rapaport Belgium b.v.b.a for purposes of this Agreement
with respect to the provision of said goods and services. For the avoidance
of doubt, these Belgium country specific terms will only apply to the Sale
of diamonds and/or jewelry which takes place in Belgium, and if this
Agreement is between Buyer and Rapaport Belgium b.v.b.a
2. Governing Law and Jurisdiction. This Agreement shall be
construed and governed in accordance with the substantive laws of Belgium,
without reference to its conflict of laws principles, and the appropriate
courts of law in Antwerp, Belgium alone shall be the courts of competent
jurisdiction.
3. UBO form. All Buyers agree and undertake to complete a
UBO form as required by law.
E.
LAS VEGAS
If the Sale takes place in Las Vegas, Nevada, USA the following terms shall
apply and form an integral part of the Agreement:
1. Parties. This Agreement shall be between Buyer and US Diamond LLC of 133 E. Warm Springs Road, Suite 100, Las
Vegas, NV 89119, USA for all intents and purposes in respect of the Sale
and the provision of goods and services provided in terms hereof, and the
term “Rapaport" shall mean and be limited to US Diamond LLC for purposes of this Agreement with respect
to the provision of said goods and services. For the avoidance of doubt,
these Nevada jurisdictional specific terms will only apply to the Sale of
diamonds and/or jewelry which takes place in Las Vegas, Nevada, and if this
Agreement is between Buyer and US Diamond LLC.
2.
Governing Law and Jurisdiction.
This Agreement shall be construed and governed in accordance with the
substantive laws of the State of Nevada, USA without reference to its
conflict of laws principles, and the appropriate courts of law in Las
Vegas, Nevada alone shall be the courts of competent jurisdiction .
F.
DUBAI (UAE)
If the Sale takes place in Dubai, the following terms shall apply and form
an integral part of the Agreement:
3.
Parties
. This Agreement shall be between Buyer and IDCO Diamonds DMCC of Dubai Diamond Exchange, Level 2,
Office D06 Almas Tower, Jumeirah Lakes Towers, Dubai, UAE for all intents
and purposes in respect of the Sale and the provision of goods and services
provided in terms hereof, and the term “Rapaport" shall mean and be limited
to IDCO Diamonds DMCC for purposes of this Agreement with
respect to the provision of said goods and services. For the avoidance of
doubt, these Dubai (UAE) country specific terms will only apply to the Sale
of diamonds and/or jewelry which takes place in Dubai (UAE), and if this
Agreement is between Buyer and IDCO Diamonds DMCC.
4. Governing Law and Jurisdiction. This Agreement shall be
construed and governed in accordance with the substantive laws of the
United Arab Emirates as applicable in the Emirate of Dubai, without
reference to its conflict of laws principles, the appropriate courts of law
in the Emirate of Dubai alone shall be the courts of competent
jurisdiction.
Rapaport Buyer Agreement
Terms and Conditions
For the purposes of these Terms and Conditions:
“Sale”
shall include the sale of diamonds and /or jewelry either by way of
auction, tender or immediate sale (“Buy-Now”), whether collectively or
individually;
“Buyer” shall include a bidder who agrees to participate
in a Rapaport Auction or Sale in accordance with these terms and
conditions.
1. Confidentiality. The identity of all Buyers buying
merchandise will not be disclosed to any third parties. Buyers who
participate in a Rapaport Auction agree not to disclose their bids to third
parties or coordinate their bids with any other bidders or third parties.
2. Warranties. All merchandise is sold AS-IS. No
guarantees or warrantees are made as to the quality, origin, physical
characteristics or any other aspect of the merchandise. In respect of a
Rapaport Auction, while many of the lots have been sieved and sorted and
marked as such by the Seller(s), Buyers and bidders are specifically put on
notice that the merchandise offered for sale may have been delivered
directly to pawnshops by the public and that treated, enhanced, laser
drilled or simulant stones might be mixed in with lots. Lots have been
sorted and described by numerous suppliers. Although lots may be described
similarly, qualities may vary in range based on difference of opinion. Any
descriptions of merchandise made by the Seller(s) or Rapaport staff are
merely general and not a guarantee of the nature, size or quality of the
goods. It is the responsibility of the Buyer to adequately examine all lots
before making any bids. Buyers should make a full and detailed inspection
of all merchandise before bidding. Buyer agrees not to hold Rapaport or any
of its staff liable or responsible for any description or information
provided about any merchandise.
3. Viewing. Viewing is by appointment only. Unless
otherwise approved viewing is limited to one (1) visit by two (2)
representatives per Buyer. All parties viewing merchandise will be required
to register and have valid identification. Rapaport reserves the right to
monitor viewing with video surveillance cameras, limit viewing to select
pre-qualified parties, and reasonably restrict viewing. No party shall have
any merchandise on their person or in their possession when entering,
exiting, or in the viewing rooms.
4. Bidding. Permission to bid is granted at the sole
discretion of Rapaport and subject to approval by Rapaport. All bids are in
total US dollars per lot. Winning bids are considered a final sale and the
Buyer is required to pay according to auction terms without an option to
deny purchase. Rapaport at its sole discretion reserves the right to limit
viewing of the goods and refuse to accept bids from any party for any
reason. In addition, Rapaport reserves the right to refuse to sell any
particular lot if the highest bid received is deemed by Rapaport and/or the
seller, at their sole discretion, to be insufficient
5. Bid Deposit. Rapaport reserves the right to require
Buyers to pay a deposit equal to 10% of their total bid with a maximum of
$25,000 to cover a $1,000,000.00 bid limit. This deposit will be refunded
to unsuccessful bidders within three business days after the Auction Close.
All bids must be in writing using the official Auction Bid Form, by email
or submitted online via the Online Bid Form. If bids are submitted by email
they must originate from an authorized email address and be sent to
bids@rapaport.com. It is the responsibility of the Buyer to confirm that
the email has been received. Rapaport is not responsible for any bids sent
by email that have not been confirmed as received by Rapaport.
6. Identification. All Buyers may be requested to provide
identification.
7. Taxes. For auctions conducted in New York, a copy of
Buyer`s Sales Tax Registration and Reseller certificate may be requested.
8. Successful bids. Rapaport will inform the successful
Buyers of their purchase no later than three business days after Auction
Close.
9. Total Bid Limit. Buyers wishing to limit their total
purchases may specify a maximum they wish to spend on the auction. Once
this maximum has been reached, all additional bids from this Buyer will be
voided. Application of funds will be in the order of priority specified by
the Buyer.
10. Notification and Invoicing. Rapaport will notify
successful Buyers via fax, telephone or email and issue an invoice no later
than three business days after Auction Close. Cash or wired deposits will
automatically be allocated to invoices issued to successful Buyers. Buyers
must provide names of contact persons and telephone and cell phone numbers
where they can be reached on the days following the Auction Close.
11. Payment. Terms are Certified Bank Check or Bank Wire.
The merchandise will be delivered at the specified Rapaport Office. The
risk of loss or damage to the merchandise will pass to the Buyer upon
delivery. Full payment (including bank charges) must be made within two
business days of notification of successful bid, or the date stated on the
invoice, whichever is the earlier. Buyers are responsible for paying all
wire charges in full. No merchandise will be delivered to Buyers unless
Rapaport bank confirms full payment has been received, and all wire charges
paid. Buyer shall be invoiced for any shortfall of wire charges once such
charge is known, which shall be payable by Buyer immediately upon invoice.
If payment is not made, Rapaport reserves the right to cancel the bid
and/or sale. All sales are final and no returns are accepted after
delivery.
12. Default. In the event a successful Buyer defaults on
purchase by not making payment on or before two business days after
notification of successful bids, Buyer will forfeit all rights to any
merchandise, lose any bid deposit and be required to pay a 10% Bid Default
penalty fee. In the event of default, Rapaport at its sole discretion
reserves the right to cancel the sale, and/or take legal action against the
default Buyer and/or offer the parcel to the second highest bidder who is
under no obligation to accept the merchandise.
13. Dispute or Error. In the event of any dispute, error
or any other reason deemed sufficient by Rapaport, Rapaport at its sole
discretion reserves the right to provide a full refund to Buyer, withdraw
any lot from auction and/or refuse any bid or cancel any sale. If Rapaport
withdraws any lot or cancels any sale, Buyer agrees to waive, and Buyer’s
signature hereto shall constitute a waiver of, any claims and undertaking
not to institute any legal action against Rapaport and/or against each
other. All decisions by Rapaport will be final and binding on bidders and
Buyer.
14. Insurance. All merchandise in the possession of
Rapaport will be insured at all times up to 7 days after Auction Close.
Buyers must take delivery of merchandise purchased within 7 days of Auction
Close after which Buyer will be charged reasonable insurance and storage
fees. Once the merchandise has been delivered to the Buyer, the goods will
cease to be insured by Rapaport and it shall be the responsibility of Buyer
to arrange his own insurance in respect thereof.
15. Shipping Fees. Terms of sale are cash. The merchandise
will be delivered to the Buyer at the specified Rapaport office. If Buyer
requests shipment of merchandise after auction and Rapaport agrees to make
shipment, Buyer shall pay in advance all shipping, insurance and reasonable
handling fees for shipment to Buyer's specified delivery location. Rapaport
is not liable for goods once they leave Rapaport office and insurance is
responsibility of Buyers.
16. Liability. By participating in the auction, bidders
and Buyers hereby agree; a) Any and all claims by bidders or Buyers against
Rapaport or each other shall be limited to the return of any money paid by
the bidder or Buyer for the lot in question; b) Rapaport and all third
parties shall not be liable to any bidder or Buyer for any direct,
secondary or incidental damages resulting from the withdrawal of any lot or
refusal to accept any bid; and c) Rapaport will have no obligation of any
nature whatsoever to Buyers/bidders other than to deliver the merchandise
to successful Buyers after all conditions, including full payment, have
been met.
17. Delivery, Title and Ownership. Title and ownership of
the merchandise will only pass to Buyer after full unrestricted payment is
received and confirmed in Rapaport's bank account. Within one working day
after confirmed receipt of funds, Rapaport will deliver merchandise to
Buyers at the specified Rapaport office for each auction. Buyers must take
delivery of merchandise purchased within 7 days of Auction Close.
18. Conflict of Interest. Rapaport will not bid on any
parcel or lot offered for sale.
19. Conduct. All parties agree to conduct themselves in a
business-like manner; to maintain the privacy and security of other bidder
and Buyers; to follow all instructions of Rapaport staff regarding the
handling of merchandise and to respect and honor the strong traditions of
honesty and integrity in the diamond industry.
20.
Terrorism, Money Laundering and Illegal Activity Disclosure.
Bidders and Buyers confirm and agree that their participation in all
Rapaport Sales is not connected in any way to terrorism, money laundering
or any other illegal act. Bidders and Buyers agree to provide Rapaport with
any requests in connection with any country specific anti-terrorism,
anti–money laundering and illegal activity compliance disclosure
requirements, including but not limited to, the USA Patriot Act. Such
disclosure shall include the provision of all required documents and full
disclosure of relevant particulars in accordance with the USA Patriot Act,
and any country or jurisdictional specific applicable legislation, laws,
rules and regulations.
21. New York Auctions. For auctions conducted in New York,
the Auctioneer’s Name and New York City Department of Consumer Affairs
(DCA) License Number is: Penina Rapaport, License No:1439768
22. Governing Law and Jurisdiction. Unless otherwise
provided on the Cover Page, in which case the governing law of the country
or jurisdiction in which the Sale is conducted shall apply, the validity,
performance and interpretation of this Agreement shall be construed and
governed in all respects in accordance with the substantive laws of the
State of New York, USA, without reference to its conflict of laws
principles, and the appropriate district, state and federal courts of law
in New York City shall be the courts of competent jurisdiction.
23. English Language. The parties agree that this
agreement has been prepared and shall be executed in the English language
and the English language shall control over any translation of this
Agreement. All proceedings related to this Agreement shall be conducted in
the English language.
24. Entire Agreement. This Agreement constitutes this
entire agreement between the parties and supersedes all prior agreements
and understandings, whether written or oral, relating to the subject matter
of this Agreement.
25. Amendment. This Agreement may be amended or modified
only in writing.
26. Miscellaneous.
a) No delay or omission by Rapaport in exercising any right under this
Agreement shall operate as a waiver of that or any other right. A waiver or
consent given by Rapaport on any one occasion shall be effective only in
that instance and shall not be construed as a bar or waiver of any right on
any other occasion.
b) The captions of the clauses of this Agreement are for convenience or
reference purposes only, and in no way define, limit or affect the scope or
substance of any clause in this Agreement.
c) In the event that any provision of this Agreement shall be invalid,
illegal or otherwise unenforceable, the validity, legality and
enforceability of the remaining provisions shall in no way be affected or
impaired thereby.
27. Assignment. Neither party may assign this Agreement
nor any rights or obligations hereunder except that nothing in this clause
contained shall prevent Rapaport from assigning, delegating or
transferring, in whole or in part, any of its rights and /or benefits and
or obligations hereunder to any subsidiary, affiliate, or filial
company/ies or entity/ies within its group of companies without the prior
written consent of Buyer.