Terms and Conditions – Gem Auctions

GEM AUCTIONS DMCC TERMS & CONDITIONS

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SUMMARY

These Terms and Conditions (the “T&C’s”) detail how GEM AUCTIONS DMCC (“Gem Auctions”) shall prepare diamonds for viewing and consequently sell diamonds by auction or tender via an online auction platform including manual bidding.
These T&C’s are applicable to any client and any/all of its representatives wishing to purchase diamonds presented by Gem Auctions.
The T&C’s are available on the online auction platform, and each client confirms that they have read them and agrees to be bound by them as of its registration as a client. Notwithstanding anything to the contrary contained herein, if a clients’ registration has been completed and after such time the T&C’s are amended, the client agrees that they shall be bound by the amended T&C’s available on the online auction platform at the time of its participation in the auction/tender.
The client agrees that when its representative selects the “I Accept” button on the online auction platform or submits an electronic bid, they, the client, is confirming its acceptance of the T&C’s in effect at the time of an auction, electronically as further proof that they agree to be legally bound by them. Each client further agrees that an electronic signature is a legal equivalent to a manual signature, which has the full force and effect of a signature affixed by hand to a paper document, and which does not require the validation from any certification authority and/or other third-party verification.
The T&C’s apply to the inspection of the auctioned diamonds, the use of the online auction platform and/or to any other services offered by Seller and/or Gem Auctions in the context of current and/or future auctions.

CUSTOMER ONBOARDING

Any commercial entity wishing to participate in an auction organized by Gem Auctions must apply to become a Gem Auctions client by completing a registration form supplied by Gem Auctions for this purpose and providing all such documentation as may be required, including: proof of the identity of the client, its directors, officers, representatives and shareholders; a copy of the client’s constitutional documents and business license; and commercial entity bank account(s) details.
When submitting its registration form, the applicant client shall inform Gem Auctions if any of its partners, directors, senior managers or representatives is a shareholder or ultimate beneficiary in a commercial entity that has been previously canceled or withdrawn its client registration with Gem Auctions or any other commercial entity selling diamonds. Failure to do so will be considered a breach of the T&C’s in its entirety.
All information and documentation supplied shall be up to date and complete in all respects, and clients who are already registered are required to keep such information and documentation updated at all times, including, but not limited to client representatives’ passport copies or renewed trade licenses.
In order to be approved as a client, every applicant must have met all the Seller’s and/or Gem Auctions’ security, compliance and other due diligence requirements. A registered client is hereinafter referred to as ‘client’.
The client warrants that it has the legal capacity to perform its obligations under these T&C’s.
Seller and/or Gem Auctions may, at its absolute discretion, cancel a client’s registration, and/or refuse to grant
access to any of its representatives to an inspection or an auction, without notice and with immediate effect.

CUSTOMER KYC AND GUARANTEES

The client hereby warrants and confirms that its commercial entity, its holding commercial entity, any/all subsidiaries, and each of such companies’ shareholders, partners, directors, senior managers or representatives:

Comply with applicable laws;
Are not and have not been involved in or associated with conflict diamonds;
Have not purchased, sold, exported, imported or otherwise traded in rough diamonds without the full authority of, and in compliance with, the Kimberley Process certification scheme since its inception in January 2003;
Comply and have not failed to comply with all trading obligations to third parties;
Have not been convicted of, in any jurisdiction, in relation to any illegal activity, including, but not limited to; any offence of fraud; money laundering; theft; dishonesty; or for causing of any damage to the health or welfare of any individual;
Have not been suspended from a diamond bourse, or a similar industry organisation, whether pursuant to a judgment from a litigation committee or otherwise;
Have not been turned away or have had its status as a member of any diamond industry body or trade association terminated or suspended on the basis of a failure to comply with any code of conduct or ethical code operated by such diamond industry body or trade association.
Have not been involved in or associated with the refusal by any grading laboratory to grade any diamond(s) or the contravention of any code of ethics or conduct operated by a grading laboratory;
Are not subject to any insolvency or bankruptcy proceedings.
Have not been included in a list of organizations and individuals with respect to which there is information on their engagement in extremist activities or terrorism that is maintained by a country who is a participant in the Kimberley Process; and
Do not employ and/or are not associated with (a) “Politically Exposed Person(s)”, as that expression is defined
in EU Commission Directive 2006/70/EC of 1st August 2006.
The registered client shall immediately advise the Seller and/or Gem Auctions in the event that its registered commercial entity, its holding commercial entity, any of its subsidiaries, and/or any of such companies’ shareholders, partners, directors, senior managers or representatives fail or cease to satisfy the above-mentioned compliance requirements
If the client is in breach of the above-mentioned compliance requirements

The client’s registration shall be immediately revoked;
The Seller and/or Gem Auctions shall have the right to refuse to permit the client to collect any lots and/or terminate any outstanding binding contracts of sale
The client shall be fully liable to the Seller and/or Gem Auctions for any damages resulting from such failure by client to comply, including payment of the 10% default fee, as set out below for any terminated contracts of sale.

VIEWING AND BIDDING SPECIFICS

An invitation to participate in the auction does not automatically guarantee an offer by Seller and/or Gem Auctions to sell any diamonds.
If Seller and/or Gem Auctions invites the client to participate in the auction after its successful completion of the registration process, the client shall be invited to inspect the diamonds to be offered for sale at the auction.
Seller and/or Gem Auctions shall decide, at its absolute discretion, as it sees fit, whether or not to invite the client to participate in an auction.
Seller and/or Gem Auctions shall be under no obligation to invite the client to participate in an auction, whether or not such client may have participated in any previous auction or whether such client has successfully completed the registration process.
Seller and/or Gem Auctions shall, at its absolute discretion, determine, amend or cancel the date, time, duration and/or place of the inspection of the lots auctioned.
The inspection shall take place at Gem Auctions’ premises (or as otherwise notified by Seller and/or Gem Auctions) by appointment only.
Prior to any auction, the Seller and/or Gem Auctions may at its absolute discretion publish a description of the lots to be inspected at that auction. Such description shall be indicative only, and the Seller and/or Gem Auctions makes no representations as to the quality and quantity of diamonds or to the exact weight of the lots, which will be available at the auction. Neither can the Seller and/or Gem Auctions assure that the quality of diamonds in one auction is the same as those offered in a previous auction, despite description(s) being identical.
Seller and/or Gem Auctions may require a client to pay a deposit before inspection, as a bank guarantee, to a bank account nominated by Seller and/or Gem Auctions. The deposit shall either be refunded within two working days after the closure of the auction if the client has not won any lot auctioned, or be deducted from the total payable amount in the event that a client has successfully bid.

PERSONNEL AT THE TIME OF INSPECTION

All representatives of the client attending for inspection and/or participating in the auction shall, unless otherwise agreed by Seller and/or Gem Auctions, be an employee of its commercial entity, of its holding commercial entity(ies), or of any of its subsidiaries.
Unless Seller and/or Gem Auctions agrees otherwise, the client shall provide proof acceptable to Seller and/or Gem Auctions of the identity of each representative that the client wishes to attend the inspection on the client’s behalf, the nature of the relationship between the representative and the client (for example, employee or employee of an affiliate) and any other documents or information that Seller and/or Gem Auctions will require compliance with any legal, security, money laundering and other due diligence requirements.
If such proof, documents and/or information acceptable to Seller and/or Gem Auctions are not provided before the appointed time for inspection, Seller and/or Gem Auctions may, in its absolute discretion, refuse to allow that representative to attend for inspection and refuse to allow that client to participate in the auction.
If a client wishes to bring to the inspection a consultant, advisor or any third party individual who is not an employee of its commercial entity, of its holding commercial entity(ies), or of any of its subsidiaries, the client shall notify Seller and/or Gem Auctions of the identity of any such third party individual in advance of any inspection appointment. Said third party individual shall be considered to be the client’s representative as well, and shall meet the same security, compliance and other due diligence requirements as the client and its other representatives. The clients shall be legally responsible for all representatives it may bring to the inspection. Seller and/or Gem Auctions reserves the right, in its absolute discretion, to refuse any third party individual to attend an inspection appointment.
The client warrants and guarantees that its representatives adhere to and comply with the T&C’s.

RULES DURING INSPECTION

Seller and/or Gem Auctions shall be entitled to monitor the inspection by means of video cameras and other surveillance equipment, to which surveillance the client and its representatives specifically agree.
Clients shall not have any diamond or diamond substitute on their person or in their possession when entering or leaving the inspection premises.
Seller and/or Gem Auctions shall record the weight of each lot before and after each inspection of that lot by the client.
Where there is a discrepancy between the weight recorded after the inspection and the weight recorded before that inspection, Seller and/or Gem Auctions reserves the right to pause the distribution of any/all further goods for inspection, and will be entitled to search the area in which the inspection took place. The client and its representatives shall not be entitled to leave Seller’s and/or Gem Auctions’ premises until such time as the discrepancy has been resolved, unless Seller and/or Gem Auctions allows otherwise.
Each client agrees that, and will procure that all of its representatives agree that, Seller and/or Gem Auctions may carry out such security measures as, at its absolute discretion, it sees fit before any of a client’s representatives attend or leave the premises at which the inspection takes place, including, but not limited to, weighing the diamonds inspected.
Any suspicious behaviour by a client or any of its representatives may be further investigated by Seller and/or Gem Auctions and referred to criminal investigation.
In the event that a stone within a particular lot is either lost or severely damaged during the inspection, clients shall then be charged on a pro rata basis at the auction selling price per carat value or at the reserve price of the lot, whichever is the highest.
Seller and/or Gem Auctions shall not be liable for any loss or damage suffered by the client whilst on Seller’s and/or Gem Auctions’ premises provided that this clause shall not exclude or limit Seller’s and/or Gem Auctions’ liability for death or personal injury caused by Seller’s and/or Gem Auctions’ negligence.

AUCTION AND TENDER PLATFORM

Bids must be submitted on the dedicated online auction platform, which has been specifically designed to be as intuitive and user-friendly as possible.
The website address of the online auction platform shall be communicated to the client during the inspection of the lots auctioned.
The client may request at the time of inspection to be trained on how to use the online auction platform upon which the bids are to be submitted. For technical guidance during the bid submission process, the client may also contact the Gem Auctions office by telephone, if required.
The client agrees not to use the online auction platform for any purpose other than participation in the auction in which that client is entitled to participate.
At the time of registration, each client has been given a unique username and password to access the online auction platform. The client shall be responsible for maintaining the security and confidentiality of its login details and shall immediately notify Gem Auctions in case of their loss or theft. Seller and/or Gem Auctions is not responsible at any point for the misplacement, loss or misuse of the username or password.
The client shall implement and enforce procedures to ensure that, and represents and warrants that all persons who have access to the online auction platform on its behalf are fully familiar with the operation of the online auction platform and comply with these T&C’s.
The client represents and warrants that a bid submitted on the online auction platform by one of its representatives or employees shall be submitted by an individual who is legally authorised to take a financial commitment on the client’s behalf. Seller and/or Gem Auctions shall have no obligation to verify the financial authorisation of any representative of the client.
Access to the online auction platform is on an “as is” basis. Seller and/or Gem Auctions does not guarantee uninterrupted access to the online auction platform and shall not be liable for any technical problems, which render the online auction platform inoperable.
Where a client is unable to submit a bid through the online auction platform (whether due to a failure of equipment either of Seller and/or Gem Auctions, or of the client, or of any other person or due to difficulties in Internet connection or otherwise howsoever) Seller and/or Gem Auctions shall, in its absolute discretion, be entitled to accept duly signed and dated bids from that client on physical paper in a sealed envelope, by email, telephone before the end of the bid submission period. If Seller and/or Gem Auctions declines to do so, that client shall not be able to participate in the auction except through the online auction platform. For the avoidance of doubt, Seller’s and/or Gem Auctions’ discretion shall not be limited by Seller and/or Gem Auctions accepting bids by email, telephone from any other client, nor by Seller and/or Gem Auctions having accepted bids from the client on any previous occasion.
For the avoidance of any doubt Seller and/or Gem Auctions shall have no liability whatsoever to any client for any losses whatsoever and howsoever arising out of or in connection with the partial and/or total inability of the client to submit or withdraw a bid through the online auction platform or any exercise by Seller and/or Gem Auctions of its discretion under the T&C’s. The client accepts this exclusion of liability and waives its possible rights in this respect.
In the event of any occurrence which, in the absolute discretion of Seller and/or Gem Auctions, impairs the proper functioning of the auction or of the online auction platform, Seller and/or Gem Auctions may, in its absolute discretion, cancel, stop or suspend the auction and, where applicable, restart the auction either from the beginning or from any such point that, in the opinion of Seller and/or Gem Auctions, the auction has been impaired. In exercising this discretion, Seller and/or Gem Auctions may deem the whole, or any part, of the auction that has taken place prior to such time to be cancelled. The effect of such cancellation will be as though such part or all of the auction had not taken place.
The online auction platform contains confidential information, which is the exclusive property of Seller and/or Gem Auctions. The client shall not use the online auction platform for the purpose of reverse-
engineering/plagiarism and/or adapting the logic, the general aesthetics or any part of its content. Client shall notify Seller and/or Gem Auctions if it becomes aware of any unauthorised use of the online auction platform content by a third party.

BID SUBMISSION PROCEDURE

Seller and/or Gem Auctions shall have absolute discretion as it sees fit in relation to the conduct of the auction, including and without limitation:
The time at which the auction shall take place (and Seller and/or Gem Auctions shall not be obliged to commence the auction or make any sales in the auction at any particular time or at all);
The right to move the physical auction site;
The right to change the auction schedule;
The right to withdraw from a sale any lot at any stage prior to the end of the bid submission period;
The right to prevent any client accessing the online auction platform;
The right to accept or reject a bid, whether submitted on the online platform, by email, telephone or facsimile;
The right to reject any bid at any stage prior to the existence of a binding contract of sale.
In order to be protected from inadvertently over-stretching their budget(s) and to be able to bid with full confidence, clients may be requested to predefine their overall ‘Purchase Limit’, i.e. the maximum amount a client would be prepared to buy at the sale:
The minimum value of the Purchase Limit shall not be lower than the value of the highest individual bid submitted.
In the case that a client has submitted several successful bids and the total amount of the lots won exceeds its spending limit, the Seller and/or Gem Auctions shall reduce the client’s total purchase to an amount that is below its pre-defined Purchase Limit. To do so, the Seller and/or Gem Auctions shall allocate, under the presence of the bailiff, to the client one or several lots for which it has submitted the highest bid by the highest margins relative to the reserve price and to the second highest bidder, so that the total of lots won does not exceed the pre-defined Purchase Limit.
Clients may modify their Purchase Limit at any time prior to the end of the bid submission period.
Clients’ bids, which have not been submitted through the online auction platform, shall be considered without Purchase Limit (i.e. unlimited), unless otherwise specified by the client at the time of submission, whether in a sealed envelope, through email, telephone or facsimile.
The bidding currency/value is in United States dollars ($) and a bid must be entered in respect of each lot and not in respect of a combination of lots.
Bids are entered in value per carat ($/ct) amount; the total lot value is automatically calculated.
Bids can be submitted, edited, or cancelled at any time up until the end of the current round.
Bids are submitted through a secured and encrypted connection, which prevents Seller and/or Gem Auctions to see before the closure of the submission period the lots, which clients have placed a bid on as well as the submitted value.
A client shall not be entitled to withdraw a bid after the closure of the round for which it was submitted.
Once the submission period has ended, any bid shall stand as an offer to buy the lot in respect of which the bid is made.
Clients shall not receive a notification email for the bids submitted, nor at the closure of the submission period.

RESULTS

Seller may, in its absolute discretion, set a reserve price at which it is willing to sell a particular lot and may at any time reduce or waive it.
Seller and/or Gem Auctions shall not be obliged to disclose the reserve price of any particular lot auctioned to any client.
Seller may, in its absolute discretion, accept or reject any submitted bids.
Where two or more clients have bid the same winning price, the auction platform will randomly allocate the lot.
The Seller and/or Gem Auctions shall be entitled, but not obliged, to publish on the online auction platform and/or to send the final results of the auction by email to the bidding clients.
In the interests of the bidding clients, as well as the Seller and/or Gem Auctions, no results will be communicated to a bidding client in the event the placed bid(s) by that client is deemed to be a non-competitive bid (NCB). A qualification as a NCB is at the sole and absolute discretion of the Seller and/or Gem Auctions.

PAYMENTS AND INVOICES

Notwithstanding anything to the contrary, prior to the existence of a binding contract of sale the Seller reserves the right, at its sole and absolute discretion, to refuse to sell any particular lot won to any successful bidder for any reason.
A binding contract of sale is concluded between Seller and a client in respect of any lot won by that client only when the client has been given notice by Seller and/or Gem Auctions that it is the winning client and Seller and/or Gem Auctions has submitted by email or facsimile to that client its invoice in respect of that lot.
Seller and/or Gem Auctions shall issue an invoice in United States dollars for the lot(s) won within two working day after the announcement to the winning client.
During the course of any inspection of diamonds related to an auction, the weight of any given lot might be reduced by a few hundredths of carat. This marginal difference is proportionate to the initial caratage of the lot, and is caused by the handling of the goods resulting, either in the abrasion of stones rubbing against each other within a parcel, or in the removal of a small chip on a single stone. By bidding on the auctioned lots, clients recognise and accept this risk of marginal weight reduction, inherent to the handling of goods. Prior to invoicing, the Seller and/or Gem Auctions shall perform a weight reconciliation of the won lot(s) to ensure that the winning client pays the correct total price based on the final weight of the lot.
Each winning client shall within five working days after Seller and/or Gem Auctions has sent its invoice by email or facsimile pay in United States dollars the winning price for each lot which it has won by electronic bank transfer to the bank account referred to in Seller’s and/or Gem Auctions’ invoice.
The invoice shall only be issued to the winning client and payment shall only be accepted from the bank account(s) specified in the client’s registration form. Clients may split a payment between several companies as long as each of the invoiced companies was already registered as a Gem Auctions client before the start of the auction.
In the event that a client is unable to pay the invoice from the bank account(s) specified in the registration form, the client shall inform Seller and/or Gem Auctions in writing of the details of any different bank account that it intends to use to pay the invoice. Seller and/or Gem Auctions is under no obligation to accept payment from an alternate bank account to that specified in the client’s registration form and may carry out whatever ‘know your client’ checks it considers necessary in respect of such bank account.
The details of the bank account upon which the payment must be made shall only be specified on the invoice issued by Seller and/or Gem Auctions. Such invoice shall only be sent by email through encrypted connection and Seller and/or Gem Auctions shall never send to any client separate notifications of change of bank account details. In the event, a client receives a notice regarding bank account details that is not sent through an encrypted connection, Seller and/or Gem Auctions hereby notifies the client that such notice is fraudulent and client shall be solely liable for any losses incurred due to relying on such notice.
In the event that any payment by the client results in Seller and/or Gem Auctions being charged bank charges Seller and/or Gem Auctions shall be entitled to invoice to the client the same amount as it is charged by the bank.
If a client fails to pay the price and, if applicable, the charges in respect of a lot won within five working days after having received the invoice, without prejudice to any and all of the Seller’s rights against the client,
including, but not limited to damages associated with such default, Seller and/or Gem Auctions may at any time by merely sending a written notice automatically and without any prior notice effect the termination of its obligations to sell and deliver diamonds within the relevant lot or all of the lots won by that client. The client may be excluded from participation in any future auction and the Seller may decide in its absolute discretion to offer the relevant lot(s) to the second highest bidder. The client shall be subject to a default fee of 10% of the total of its winning price for all of the lots that are covered by the termination notice regardless of whether or not such lots are offered or purchased by another bidder. The client expressly agrees that payment of the default fee shall not prejudice the Seller’s and/or Gem Auctions’ right to recover further losses, damages, or expenses (including, but not limited to, the difference between the price of a lot and the price or prices at which Seller sells the diamonds in that lot). The client expressly agrees that the default fee is not a penalty and that the Seller and/or Gem Auctions may retain the client’s deposit to pay for the default fee.
Working days shall mean any day in Belgium that is not a weekend or a public holiday.

WINNING CLIENT ACKNOWLEDGEMENT

COLLUSION AND CONFIDENTIALITY

No client shall disclose to any other client, or to any other person whatsoever, any information relating to the auction. Without prejudice to the generality of the meaning of the phrase, “information relating to the auction” shall include:
Identification of the lot(s), which a client intends to bid on, is considering bidding on, or has bid on; and the price that a client intends to bid on, is considering bidding on, or has bid on, for any lot(s). In particular, no client shall agree with any other client the lot(s) for which any of them will or will not bid and/or the level of any bid that any of them will make;
Any and all information concerning the online auction platform, including but not limited to, the web address that is used for accessing the online auction platform and the username and password associated with any client.
If a client engages in collusive acts, or does not maintain the required confidentiality, without prejudice to all of Seller’s and/or Gem Auctions’ rights (including but not limited to terminating or recovering damages for breach of contract), Seller and/or Gem Auctions may:

Recover from the client any losses or damages arising out of the collusive act or breach of confidentiality, which are fixed at a lump sum of United States dollars $50,000 by way of an agreed genuine estimate of liquidated damages by all parties, subject to Seller’s and/or Gem Auctions’ right to claim and receive from client a higher amount if it appears that the damage from such breach exceeds such sum;
Recover from the client any benefit accruing to the client by reason of the client’s collusive act or
breach of confidentiality. The client shall hold such benefit on trust for Seller and/or Gem Auctions;

Terminate any of Seller’s and/or Gem Auctions’ obligations to sell or deliver any diamonds (whether pursuant to
the T&C’s or otherwise) to the client.
To avoid any conflict of interest, the Seller and/or Gem Auctions shall not bid on any of the lots auctioned.
Seller and/or Gem Auctions shall not communicate the name of the winning clients unless specifically authorised by the winner.
Public disclosure of winning bid values is solely at the Seller’s discretion.

NOTICES

Except as otherwise expressly provided in the T&C’s, Seller and/or Gem Auctions may give any notice under the T&C’s to any client by such mean as, in its absolute discretion, it sees fit.
Any notice, including an invoice, shall be effective upon receipt and shall be deemed to have been received by the client at 9.00 am on the third working day after posting, if sent by registered post; at the time of transmission in legible form, if delivered by email.

AMENDMENTS TO THE TERMS & CONDITIONS AND TRANSFER OF RIGHTS

These Terms & Conditions supersede and replace any/all previous Terms & Conditions of Seller and/or Gem Auctions in relation to the conduct of a diamond sale via an online auction platform.
Seller and/or Gem Auctions shall be entitled to amend the T&C’s by making such amended terms available on the online auction platform, prior to the client’s participation in the auction to which the amended terms shall apply.
For referential purposes, the current version of these Terms & Conditions shall be available on the website of the online auction platform.
The client is not entitled to transfer any of its rights or obligations under these T&C’s and the agreements with the Seller and/or Gem Auctions, either whole or in part, to any third party without the prior written consent of the Seller and/or Gem Auctions. Any such assignment or transfer without the prior written consent shall be deemed null and void.
The provisions of these T&C’s shall be interpreted so as to be valid and enforceable under the applicable law. If one or more provisions of these T&C’s is found to be invalid, illegal or enforceable, in whole or in part, the remaining provisions shall not be affected.

GOVERNING LAW AND JURISDICTION

Meticulously connecting the natural beauty of rough diamonds with discerning buyers worldwide. We are a team of passionate gem enthusiasts, with a combined experience of many years in the diamond industry. Our expertise spans the entire rough diamond journey, from sourcing exceptional stones directly from reputable mines to facilitating secure and transparent tender processes.