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Auction Rules

Conditions of Business

 

Chapter I  General Provisions

 

Article 1  Governing Laws

 

This Conditions of Business (hereinafter referred to as the “Conditions”) are made in accordance with the Auction Law of the People’s Republic of China, other relevant Laws implemented in the People’s Republic of China and the Articles of Association of the Company with reference to international general practices.

 

Article 2  Definitions and Interpretation

 

The terms used in the Conditions shall have the following meanings:

 

(1) “We/Us/Our/Company” means China Guardian Auctions Co., Ltd..

 

(2) “the Company’s domicile” means 3/F, Office Area, Guardian Art Center, No.1 Wangfujing Street, Dongcheng District, Beijing, People’s Republic of China,and any other address registered with relevant Administration of Industry and Commerce which may be changed subsequently.

 

(3)  “the Seller” means a natural person, legal person or any other organization who consigns the Lot to the Company for auction in accordance with the Conditions. Under the Conditions, the Seller shall include any of his/her/its agents unless otherwise provided hereunder or in a particular context.

 

(4)  “the Bidder” means a natural person, legal person or any other organization that has full capacity of civil rights to bid for the Lot in auctions according to provisions of the Laws of People’s Republic of China and who has gone through the registration and necessary procedural formalities with the Company. The Bidder shall satisfy all provisions with respect to conditions of sale or qualification of the Bidder if required by Laws. Under the Conditions, the Bidder shall include any of his/her/its agents unless otherwise provided hereunder or in a particular context.

 

(5)  “the Buyer” means the person who purchases the Lot with the highest bid price in auctions held by the Company, unless state-owned cultural heritage collection entities appointed by the Administration of Cultural Heritage successfully exercise state’s pre-emptive rights within the time period provided in the relevant Laws and rules of the Company, then under such circumstance, the state-owned cultural heritage collection company shall be the Buyer.

 

(6) “Lot” means any item(s) owned by the Seller or disposable according to the Laws, and consigned to the Company for auction.

 

(7) “Auction Date” means the published date on which the auction will formally begin. In case of any discrepancy between the actual date and the published date of an auction, the actual date shall prevail.

 

(8) “Sale Date” means the date on which the auctioneer confirms the sale of any Lot in the auction by dropping his hammer or in any other public manner during auctions held by the Company.

 

(9)  “Hammer Price” means the price for selling the Lot to the Buyer which is confirmed by the auctioneer dropping the hammer or in any other public manner.

 

(10)  “Proceeds of Sale” means the net amount owed to the Seller from the Hammer Prices after deducting commission pro rata, taxes and all Expenses and other amounts owed to the Company by the Seller.

 

(11)  “Purchase Price” means the total amount payable by Buyer for his/her/its bid, including Hammer Price, commission and other Expenses payable by the Buyer.

 

(12)  “Expenses” means expenses charged including but not limited to expenses with respect to insurance, making catalogue and other publication materials, packaging, transportation, storage, custody, remittance and any other expenses pursuant to relevant Laws and provisions hereunder the Conditions.

 

(13)  “Reserve” means the lowest selling price of Lot raised by the Seller and confirmed with the Company in the consignment auction contract or confirmed by the Company with the Seller’ authorization.

 

(14) “Reference Price” means the estimate selling price of the Lot provided in the catalogue or other descriptive materials. The Reference Price is estimated prior to the Auction Date, which cannot be deemed as the fixed sale price and is not legal binding.

 

(15) “Storage Fee” means the fee payable by the Buyer or the Seller under the Conditions relating to storage of the Lot, and the current standard of Storage Fee is equal to 0.3‰ of Reserve (if no Reserve, the agreed insurance amount shall be applied) per day.

 

(16) “Laws” means laws, administrative regulations, state department rules and regulatory document promulgated and amended subsequently by competent authorities in People’s Republic of China.

 

(17) “PRC” means People’s Republic of China.

 

Article 3  Application Scope

 

The Company is legally qualified to conduct auction business pursuant to the PRC Laws. The Company can organize and conduct auctions within the scope permitted by the PRC Laws and policies. The Seller, the Bidder, the Buyer and any other concerned parties participating in the Company’s auction in relation to the cultural relics, artworks and other collections shall be deemed to accept in full and bound by the Conditions. The Company will open an internet bidding system for conducting particular auctions. Any bidder participating in on-site auctions through internet bidding system shall act in accordance with the effective Conditions of Internet Bidding as well.

 

Article 4  Special Notice

 

The Seller, the Bidder and the Buyer participating in the Company’s auction should read the Conditions carefully, act in accordance with the Conditions and be responsible for its/his/her behavior during the participation. If any party does not read the Conditions carefully, such party shall bear any loss or liability incurred thereupon. The Company has the right to decide at its discretion to postpone or cancel the auction due to weather or other reasons, without making any compensation to the bidders.

 

During an auction held by the Company, when the auctioneer confirms the highest bid by dropping his hammer or in any other public manner, the Bidder with the highest bid shall be the Buyer of the Lot. However, if the state-owned cultural heritage collection entities appointed by the Administration of Cultural Heritage successfully exercise state’s pre-emptive rights within the time period provided in the relevant Laws and rules of the Company, then under such circumstance, the state-owned cultural heritage collection entities shall be the Buyer. The Company, the Seller and the Buyer shall acknowledge the sale of the Lot and its closing, enjoy the rights and assume the obligations provided by Laws and the Conditions. Any party that fails to perform the obligations shall bear its/his/her corresponding legal liabilities.

 

Article 5  Exclusion of Liability

 

It is especially declared that the Company cannot guarantee the genuineness, quality and value of the Lot, and the Company shall not bear any warranty liability for a defect of the Lot. All Lots shall be sold status quo.

 

The Bidder shall bear the responsibility of carrying out his/her/its own inspection and investigations as to the nature of the Lot and shall be liable for his/her/its bid. Any bid made by the Bidder during the Company’s auctions shall be deemed to have conducted an overall inspection and valuation of the genuineness, quality and value of the Lot, be satisfied with the genuineness, quality and value of the Lot, and fully understand and accept the defect (if any) of the Lot by the Bidder. The participation to the bidding demonstrates the Bidder’s willingness to bear any possible risk and waive his/her/its right to make any objection to the genuineness, quality and value of the Lot.

 

Chapter II  Conditions Concerning the Seller

 

Article 6  Consignment Procedures

 

When arranging for consignment, if the Seller is a natural person, he/she shall hold a valid identity card or passport or other certificates approved by the competent government of the PRC, and enter into a contract with the Company. If the Seller is a legal entity or other organization, it shall require a valid certificate of registration, identity certificate of legal representative or other legal authorization document, and enter into a consignment auction contract with the Company.

 

Contents of the Conditions as important agreement between the Company and the Seller, constitute an essential part of the consignment auction contract therebetween. Issues not covered by the consignment auction contract shall be solved in accordance with the Conditions.

 

When the Seller consigns the Lot to the Company for auction, the Seller shall automatically authorize the Company to exhibit, display, make pictures, illustrations, catalogue, or video images or publication materials in other form of the Lot.

 

Article 7  The Seller’s Agent

 

When the Seller’s agent consigns the Lot to the Company for auction, he/she/it shall present to the Company a relevant authorization letter and the Seller and his/her/its agent’s legal identity certificate, and enter into a consignment auction contract with the Company.  If the Seller and the agent thereof are natural persons, they shall hold a valid identity card or passport or other certificates approved by the competent government of the PRC.  A valid certificate of registration, ID of legal representative or other legal authorization documents is required in case they are legal persons or other organizations.

 

The Company reserves the right to examine the above consignment arrangement in any manner the Company considers reasonable. The examination or other actions or omissions taken by the Company shall not lessen, exempt or impact liabilities or obligations borne by the Seller.

 

Article 8  The Seller’s Warranties

 

The Seller hereby makes irrevocable warranties to the Company and the Buyer with respect to the consigned Lot as follows:

 

(1)  The Seller has complete ownership and legal right to dispose of the Lot. Without prejudice to any legal interest (including but not limited to ownership, copyright, privacy right, reputation right, right of succession, etc) of any third party, the auction, exhibition, duplication, network communication, propaganda, etc.of the Lot shall not violate any Laws;

 

(2)  The Seller has, to the best of his/her/its knowledge, made full and complete disclosure and description to the Company with respect to the origin and defect of the Lot without any concealment and fabrication; and

 

(3) If the Seller breaches the above warranties and thus leads to claim or proceedings brought by the actual owner or any third party who claim to have right, the Seller shall indemnify and hold the Company and/or the Buyer harmless from and against any losses and damages if incurred, and shall bear all expenses, costs and relevant legal liabilities incurred in connection therewith.

 

(4) After occurrence of an insured event of the Lot, where there is evidence to show that the Lot is inconsistent with the Seller’s description, compensations made by the Company and the insurer will not exceed the real market price of the Lot before the damage as verified by the insurer, and the Seller shall indemnify the Company against all losses incurred thereto due to inconsistency with the descriptions.

 

Article 9  Reserve

 

All Lots are offered subject to a Reserve, unless otherwise marked or explained by the Company. The Reserve shall be determined by the Seller and the Company after negotiation, or determined by the Company as entrusted by the Seller. After determining the amount of Reserve by the Seller and the Company, any modification of the Reserve shall subject to prior written consent by the other party. In no circumstances, shall the Company assume any liability for failure in sale due to bidding lower than the Reserve at the Company’s auction.

 

Article 10  The Company’s Discretion before Auction

 

The Company has absolution discretion in determination of the following matters:

 

(1)   Updating specific information of the Lot (including indication of 款,传or Att., etc.) under the consignment auction contract, making explanations and/or appraisal of any Lot as through the catalogue and/or news media and/or in other carriers;

 

(2)  Consultation with any expert;

 

(3)  Arrangement for the illustration of the Lot in the catalogue, with respect to its order, location, page size, etc., and standard of charge; pattern of exhibition/display of the Lot; other arrangements during the exhibition/display of the Lot and expenses incurred therefrom;

 

(4)  Unless otherwise agreed by the Company and the Seller, the Company shall at its own discretion decide on whether the Lot is appropriate to be auctioned by the Company (i.e. whether to be auctioned finally), as well as the place of auction, the scene of auction, the date of auction, the conditions of auction and the manner of auction;

 

(5)  The Company will announce the condition and procedure to deal with the paddle affixed with number by the Bidder before the Auction Date, including but not limited to require qualifications of the Bidder for the paddle affixed with number, in accordance with different conditions and manners of auction.

 

Article 11  Unauctionable Lot

 

After the Seller has signed the consignment auction contract with and delivered the Lot to the Company, if for any reason the Company believes that the Lot is not suitable for auction, the Seller must collect the Lot within thirty days upon the receipt of the Company’s Notice of Collection and at his/her/its own cost to the packaging and transportation. The consignment auction contract between the Seller and the Company shall terminate as of the date the Seller collects the Lot. If during the abovementioned period the Seller fails to collect the Lot, the consignment auction contract shall automatically terminate upon the expiration the aforementioned thirty-day time limit. If within seven days after the termination of the consignment auction contract, the Seller does not collect the Lot, the Seller shall pay the Company Storage Fee according to the standard set forth in Article 2 Clause (15) of the Conditions from eighth day after the termination of the consignment auction contract. If the Seller does not collect the Lot within ninety days after the termination of the consignment auction contract, the Company has right to act in accordance with Article 30 of the Conditions.

 

Article 12  Suspension of Auction

 

The Company may suspend any auction at any time under any one of the following situations:

 

(1)  The Company has the objection to the ownership and authenticity of the Lot;

 

(2)  Any third party has objection to the ownership and authenticity of the Lot and is able to provide relevant evidence accepted by the Company, while expressing in writing his/her/its willingness to take all legal responsibilities for all legal repercussions and losses incurred due to suspension of auction;

 

(3)  The Company has the objection to the explanation of the Seller or the accuracy regarding the Seller’s warranty provided in Article 8 of the Conditions;

 

(4)  The Company has any evidence to prove the Seller has already violated or will violate any term of the Conditions; and

 

(5)  The Lot is involved in any judicial procedures including but not limiting investigation, litigation, preservation, seals up, injunction, detain, attachment and enforcement etc. conducted by any judicial organs with compulsory power.

 

(6)  Any other reasonable cause.

 

In case of any suspending incurred by aforesaid situations, the Company is entitled to be paid by the Seller liquidated damage in the amount equal to 30% of the Reserve of the Lot if no Reserve, the agreed insurance amount shall apply.to compensate the actual loss and losses of acquirable interest due to the said suspending.

 

Article 13  Withdrawal of Lots by the Seller

 

The Seller may withdraw the Lot at any time prior to the Auction Date by issuing a written notice stating the reasons to the Company. The Seller shall pay the Company liquidated damage in the amount equal to 30% of the Reserve of the Lot (if no Reserve, the agreed insurance amount shall apply.). If such liquidated damage cannot remedy the Company’s Loss, the Seller should compensate the Company for all losses incurred due to the withdrawal of the Lot.

 

In case of withdrawal of the Lot, the Seller shall take the Lot back within thirty days after receiving the notice on collecting the Lot sent by the Company. If the Seller does not collect the Lot within the aforementioned thirty-day time limit, the Seller shall pay the Company Storage Fee according to the standard set forth in Article 2 Clause (15) of the Conditions from next day after the expiration date of the aforementioned thirty-day time limit. If the Seller does not collect the Lot within ninety days after the foregoing time limit, the Company has right to act in accordance with Article 30 of the Conditions.

 

Any dispute or claim arising out of the Seller’s withdrawal of the Lot shall be borne by the Seller, and has nothing to do with the Company.

 

Article 14 Automatic Insurance

 

Unless otherwise instructed by the Seller in writing, all Lots will be automatically covered under the insurance policies purchased by the Company as soon as the Seller signs the consignment auction contract with the Company and delivers the Lot to the Company. The insurance amount shall be based on the Reserve agreed by the Seller and the Company in the consignment auction contract (if there is no Reserve, the insurance amount shall be the one agreed by both parties; if the Reserve is adjusted, the insurance amount shall be the adjusted Reserve of the Lot).

 

The insurance amount is only applicable to insurance and claim for compensation after the occurrence of insurance accident, is not Company’s warranty or guarantee for the value of the Lot, and does not mean that the Lot can be sold for an amount equal to the insurance amount by auction held by the Company.

 

Article 15  Insurance Premium

 

Unless otherwise agreed by the Seller and the Company, the Seller shall pay an insurance premium according to the following provisions:

 

(1) If the Lot is not sold, the insurance premium payable by the Seller shall be 1% of the Reserve (if there is no Reserve, the agreed insurance amount shall be applied; if the Reserve is adjusted, the adjusted Reserve shall be applied).

 

(2)  If the Lot is sold, the insurance premium payable by the Seller shall be 1% of the Hammer Price.

 

Article 16  Insurance Period

 

Insurance period shall commence at the time when the Seller signs the consignment auction contract with the Company and delivers the Lot to the Company.

 

If the Lot is sold, the insurance period shall terminate at the earlier of the expiry of thirty days after Sale Date and the date when the Buyer collects the Lot. If the Lot is unsold or not auctioned, the insurance period shall terminate at the earlier of the date when the Seller collects the Lot and the expiry of thirty days after the Seller received the Company’s notice on collecting the Lot.

 

Article 17  Insurance by the Seller

 

In the event that the Seller notifies the Company not to apply insurance for the Lot in writing, it shall undertake all the risks and the following liabilities (unless otherwise adjudicated by court or arbitration commission):

 

(1) To indemnify the Company from and against any claims or actions brought by any other party with respect to the losses or damages of the Lot;

 

(2)  To hold the Company and/or any other parties harmless from and against any losses and expenses in relation to the damages and/or losses of the Lot caused by any reason; and

 

(3)  To notify the terms of indemnity hereunder to any insurer of the Lot.

 

Article 18  Uninsured

 

The Company will not be liable for and the insurance does not cover the following matters:

 

(1) Losses of the Lot caused by any repair, restoration, retouching or similar work process; or by natural wear, deterioration, inherent or potential defects, inherent flaws, inherent material changes (natural deformation), self-combustion, self-warming, oxidation, rust, leakage, rat-bite, woodworm, insect bites, insect pests, mildew, fungi, rot, perspiration, water stains, changes in atmospheric (climate or temperature) conditions, changes in normal water level, or other reasons of gradual changes; or by air pollution, land pollution, water pollution and other non-radioactive contamination, earthquake, tsunami; by theft during fire or explosion; or by war, actions similar to war, hostile actions, armed conflicts, terrorism, rebellion, coup, strike, riots, civil riots, administrative action or judicial action, or nuclear fission, nuclear fusion, nuclear weapon, nuclear material,nuclear radiation, or radioactive pollution;

 

(2) Damages or losses of book frame, glass, drawer, bottom mat, stand, mounting, insert pages, roller or other similar accessories caused by any reason;

 

(3) Other indirect losses caused by any circumstance.

 

Article 19  Insurance Indemnity

 

When any incidents covered by the insurance the Company purchased for the Lot occurs, such incidents shall be handled in accordance with the PRC Laws on insurance. The Company shall pay compensation to the Seller in the amount up to insurance indemnities deducting all expenses incurred by the Company (except for commissions), after the Company obtains such indemnities from the insurance company.

 

Article 20  Non-Bidding

 

The Seller shall neither bid for the Lot consigned to the Company by himself/herself/itself, nor authorize any other person to bid on his/her/its behalf. The Seller shall be liable for and indemnify the Company for any losses and damages caused by violation of this provision.

 

Article 21  Commission and Expenses

 

Unless otherwise agreed upon by the Seller and the Company, the Seller hereby authorize the Company to deduct 10% of the Hammer Price as commission and any Expenses.

 

The Seller agrees that the Company is entitled to charge the Buyer with a commission equal to 15% of the Hammer Price and Expenses in accordance with provisions in Article 46 of the Conditions.

 

Article 22  Service Fee for Unsold Lot

 

In case the Lot is not sold because the bidding price is lower than the Reserve, the Seller hereby authorize the Company to charge the Seller a service fee for unsuccessful auctioning in the amount equal to 3% of the Reserve and Expenses.

 

Article 23  Payment Proceeds of Sale

 

In the case that the Buyer makes full payment to the Company in accordance with provisions in Article 47 herein the Conditions, the Company shall pay the Proceeds of Sale to the Seller in RMB currency after thirty-five days from the ending day of the auction. The Seller shall bear remittance expense charged by the bank.

 

Article 24  Deferred Payment

 

In the case that the Company do not receive the full payment from the Buyer upon the expiry of the payment period under Article 47 herein, the Company will pay the Sale Proceeds to the Seller within seven working days (meanwhile such payment should be made after thirty-five days from the ending day of the auction as well) after the receipt of full payment from the Buyer.

 

Article 25  Cancellation

 

In the event that the Buyer does not make full payment to the Company within ninety days as of the Sale Date, the Seller has right to cancel the transaction after giving the Company a notice in writing and receiving prior approval from the Company. The Seller shall give the Company a full refund of the money already received as paid by the Buyer, if he/she applies to cancel the transaction. Where the Seller refuses to refund or give a full refund for any reason such as indemnification for losses, the Company is entitled to deny the Seller’s application for cancellation. The Company shall send a cancellation notice to the Buyer within seven working days after the Company approves the Seller to cancel the transaction. In the event that the Buyer makes full payment and/or completes collection procedure before the service of the cancellation notice of the Seller to the Company, such notice should be deemed void automatically, and the transaction shall be carried out in accordance with regulations stipulated in Article 24, under which the Seller should cooperate with the Company and under no circumstance raise objection. In the event that the Seller cancels the transaction, the Seller must collect the Lot within thirty days as of receiving the Company’s notice on collecting the Lot. The Seller shall bear fees for the packaging and transportation. In the event the Lot has not been collected within the above  thirty-day time limit, the Seller shall pay the Company Storage Fee according to the standard set forth in Article 2 Clause (15) of the Conditions from the expiration date of the aforementioned thirty-day time limit. If the Seller does not collect the Lot within ninety days after the foregoing thirty-day time limit, the Company has right to act in accordance with Article 30 of the Conditions.

 

Article 26  Claim on Behalf of the Seller

 

If the Buyer fails to duly pay in full, and the Seller requires the Company to claim for the outstanding payment against the Buyer, the Company can take appropriate actions (including but not limited to resorting to legal proceedings) to assist the Seller in collecting such outstanding payment from the Buyer as the Company deems practical. However, the Seller shall pay in advance reasonable expenses (including but not limited to litigation costs, attorney fees, travel expenses, etc) arising therefrom to the Company. The Company can at its own discretion decide the specific amount of the reasonable expense. When the actual expense in relation to claiming outstanding payment is determined, the Company shall return the remaining amount of the advanced payment to the Seller or request the Seller to make up for the expenses.

 

The above provisions do not exclude the Seller’s right to demand in person or authorize any third party to claim outstanding payment from the Buyer and do not oblige the Company to claim the corresponding outstanding payment from the Buyer on behalf of the Seller under any circumstance. The Company shall not be liable to the Seller due to the Buyer’s failure to make full payment in time under any circumstance.

 

Article 27  Taxes

 

The Seller shall be obliged to pay taxes for the Proceeds of Sale obtained pursuant to the PRC Laws. In the case that the Seller has a duty to pay a tax to the government of the PRC, while the Company is obligated to withhold and pay the tax to the competent authority in accordance with the relevant Laws of the PRC, then the Company shall withhold and pay taxes on behalf of the Seller pursuant to Laws, and the Seller shall assist in handling all the formalities. The Company should deliver the receipt of tax payment to the Seller after the payment of tax.

 

Article 28  The Company’s Discretion

 

The Company can independently determine the following matters as the case may be :

 

(1)  To agree to special conditions of the payment of the Purchase Price;

 

(2)  To remove, store and purchase insurance for sold Lot;

 

(3)  To settle claims brought by the Buyer or the Seller in accordance with relevant terms and conditions herein the Conditions;

 

(4)  To settle with the Buyer or take other necessary measures to collect the outstanding payment from the Buyer.

 

Article 29  Unsold Lot

 

In the event that the Lot is not sold, the Seller shall take back the Lot within thirty days after receipt of the Company’s notice on collecting the Lot. The Seller shall bear expenses on packing and transportation, and pay the Company fees for failed auction and all Expenses. The consignment auction contract between the Seller and the Company will terminate on the date of collection of the Lot by the Seller.  If during the aforementioned period the Seller fails to collect the Lot, the consignment auction contract will automatically  terminate on the expiration date of the aforementioned thirty-day time limit, but the Conditions shall still be effective between the Company and the Seller. If within seven days after the termination of the consignment auction contract, the Seller does not collect the Lot, the Seller shall pay the Company Storage Fee according to the standard set forth in Article 2 Clause (15) of the Conditions from eighth day after the termination of the consignment auction contract. If the Seller does not collect the Lot within ninety days after the termination of the consignment auction contract, the Company has right to act in accordance with Article 30 of the Conditions.

 

Article 30  Deferred Retrieval of the Lot

 

If the Seller fail to retrieve the Lot within the time limit provided in the Conditions, the Seller shall be liable to all risk and/or loss that occurs after the expiration of the time limit. In the event that the Seller should take back the Lot in accordance with the Conditions as a result of unauctionable Lot, withdrawal by the Seller, unsold Lot, cancellation of transaction by the Seller and other circumstances, if the Seller fails to do so, the Company shall have right to auction in public or sell the Lot in ways and conditions as the Seller deems appropriate after the expiration of the time limit provided in the Conditions. The Seller may collect the remaining amount, which is arising from forgoing disposal by the Company after deducting all losses and expenses (storage Fee, insurance premium, transportation fee and notarization fee) incurred, without any interests.

 

If the Seller requires the Company to assist in returning the Lot, regardless of whether the Seller delays in collecting the Lot or not, the Seller shall be liable for all risks and bear all expenses. The Company is not responsible to purchase transportation insurance in general, unless the Seller specifically instructs the Company to do so and bears the insurance premium.

 

Chapter III  Conditions Concerning the Bidder and the Buyer

 

Article 31  Catalogue of Lot

 

At the auction, the Company will prepare a catalogue to introduce the status of the Lot with words and/or pictures for the convenience of Bidders and Sellers. The words, Reference Price, pictures in the catalogue and other images and public materials are only references for Bidders and are subject to revision before auction. The Company provides no guarantee for the authenticity, value, tone, quality or against any flaw or defect of the Lot.

 

Article 32  Uncertainty of Catalogue

 

In case that the tone, color, graduation and shape shown in catalogue and/or any other illustrations, images and public materials differs from those of the original Lot due to print, photograph and other technical reasons, the original shall take precedence.

 

Any statement and appraisal made orally or in writing (including but not limited to the certificate, catalogue, status explanation, slide show and news media) of any Lot made by the Company and its employees or its agents are only for reference and should not be relied on as any guarantee or undertaking for the Lot. The Company and its employees or agents shall undertake no liability for any inaccuracy or omission in the statements and appraisals mentioned above.

 

The publications quoted in any explanation of the Lot by the Company and its employees or its agents are only reference for the Buyer. The Company shall not provide the original or copy of such publications and other materials, and reserve the right to modify such quotation in explanation.

 

Article 33  Inspection by Bidders

 

The Company especially declares that the Company cannot guarantee the genuineness, quality and value of the Lot, and the Company shall not bear any liability of guarantee against flaws. The Bidder and/or his/her/its agents shall inspect and investigate the actual status of the Lot on his/her/its own and take legal responsibility for his/her/its bidding for the Lot.

 

The Company strongly advises the Bidders to personally inspect the original Lot for which they intend to bid before the Auction Date by way of identification or other methods. And the Bidders shall judge the genuineness, quality and value of the Lot by themselves rather than making decisions by relying on the Company’s catalogue, status explanation and verbal or written expression in other forms of the Lot.

 

Article 34  Registration of Bidders

 

The Bidder shall register, check-in and receive a bidding paddle before the Auction Date, in accordance with the condition and procedure for the bidding paddle as announced by the Company, with a valid identity card, or passport or other certificates approved by the PRC and other materials required by the Company in the case of a natural person, or with a valid certificate of registration, ID of legal representative or other legal authorization certificates and other materials required by the Company in the case of a legal entity or other organization.

 

This Company has the right to require the Bidders to provide the proof of financial conditions, guarantee, proof of deposit and/or other guarantees as required for the Lot for which the Bidders intend to bid.

 

Article 35 Bidding Paddle

 

The Company will announce the conditions and procedures to acquire the bidding paddle by the Bidder before the Auction Date, including but not limited to setting out qualifications of the Bidder for the bidding paddle, in accordance with different conditions and forms of auction.

 

The Company seriously notices that the bidding paddle is the only evidence of the Bidder’s participation in on-site bidding. Each Bidder shall take good care of his or her bidding paddle and may not lend it to any third person. In case of losing such paddle, the Bidder shall go through the procedure to report the loss in writing in the form approved by the Company.

 

The bidding act of the person holding the bidding paddle is deemed to be bidding act of the registered owner of the paddle, regardless of whether he/ she is entrusted by the Bidder or not. The registered person of the bidding paddle shall be liable for the act of the person holding the bidding paddle, unless the registered person of the bidding paddle goes through the procedure to report the loss in writing in the form approved by the Company and such bidding paddle has been declared void by the auctioneer during the on-site auction process.

 

Article 36  Bidding Deposit

 

When participating in the Company’s auction, the Bidder shall pay bidding deposit before the Bidder receives bidding paddle. The amount of the bidding deposit will be announced by the Company before the Auction Date. The Company has the right to waive or reduce the bidding deposit. In case that the Bidder succeeds in buying the Lot, then such deposit shall automatically be converted into the earnest money of purchase price for the Lot; in case that the Bidder fails to buy the Lot or there is remaining sum after the converting part of the bidding deposit into earnest money, and the Bidder does not own any money to the Company, or its parent company, subsidiaries, branches, offices (liaison offices) and affiliates, the Company will refund the bidding deposit or its balance to the Bidder within ten working days after the ending day of the auction. The time to receive the refund shall depends on the recipient bank. The Company has the right to use the bidding deposit paid by the Bidder to pay off any money owing to the Company, or its parent company, subsidiaries, branches, offices (liaison offices) and affiliates. In case that the Bidder purchases several Lots simultaneously with the same bidding paddle, this Company has the right to decide the way of allocation following the conversion of bidding deposit into earnest money.

 

Article 37 The Company’s Option

 

The Company may at its own discretion forbid anyone from participating in auction, admission to the premises, taking a picture, making a sound recording or making a video recording during auction, as the case maybe.

 

Article 38  Abnormal Events

 

In case of any abnormal events affecting the normal process of the auction, the Company has the right to take necessary actions as the case may be, even up to terminating the auction process. In the case that any dispute arises at auction, the Company has right to mediate and settle.

 

Article 39  Bidding as Principal

 

Any person who bids shall be deemed as the Bidder himself/herself/itself, unless the Bidder presents the Company with a written certificate showing that it is the agent of a particular Bidder, which is subject to the Company’s approval in written form before Auction Date.

 

Article 40  Absentee Bids

 

The Bidder shall attend the auction personally. If the Bidder cannot attend the auction in person, the Bidder may give the Company an authorization in writing to bid on his/her/its behalf. The Company shall have the right to but no obligation to accept such authorization.

 

The Bidder who intends to give the Company an authorization to bid on his/her/its behalf shall present the Company with a written authorization letter and hand in bidding deposit in accordance with the provisions in Article 36 herein the Conditions within specified period (not later than twenty-four hours before the Auction Date).

 

The Bidder should set out instant communication method(s) and tool(s) in the authorization letter. During the period of entrusted bidding, the bidding information (regardless of whether it is sent off by the Bidder itself or not) as transmitted via such instant communication tool(s) shall be deemed as the act of the Bidder who shall assume full legal responsibility. The Bidder shall make use of such instant communication tool in person; in case of losing it or being unable to control it, the Bidder shall inform the Company in writing in a way approved by the Company and change the instant communication method(s) as set out in the authorization letter. When the Bidder confirms the instant communication method(s) and tool(s) in writing, then it shall be deemed that the Bidder has recognized the safety of such instant communication method(s) and tool(s) and authenticity and objectivity of communication information, over which no dispute shall be raised afterwards.

 

If the Bidder who entrusts the Company to bid on his/her/its behalf intends to cancel entrustment shall inform the Company of cancellation in writing not later than twenty-four hours before the Auction Date.

 

In the event that the Bidder entrusts the Company to bid on his/her/its behalf, such biding outcome and relevant legal responsibility shall be borne on the Bidder.

 

Article 41  Non-liability of Absentee Bids

 

Given that absentee bids shall be the free service on transferring the bid message on behalf of the Bidder provided by the Company to the Bidder, the Company and its employees shall not be liable for any failure in bidding or for any negligence or fault in the authorized bids or being unable to undertake absentee bids during the process of absentee bids.

 

Article 42  Principle of Prior Appointment

 

In the event that two or more Bidders entrust the Company to bid on their behalf for the same Lot with the same authorized price, and the Lot is ultimately sold by dropping the hammer at such price in the auction, the Bidder whose authorization certificate was first delivered to the Company shall be the Buyer of the Lot.

 

Article 43  Auctioneer’s Discretion

 

The auctioneer has absolute discretion over the following matters:

 

(1) Refuse or accept any bid;

 

(2) In case of any error or dispute, the auctioneer has the right to decide who is the Buyer with the highest price, whether or not to continue the auction, or to cancel the auction or to re-auction the Lots under dispute, at the time of the auction of or after the auction of some Lot; 

 

(3) Open and carry out the bidding at a level with bidding increments that he or she consider suitable and have the right to increase or decrease the level with bidding increments;

 

(4) For the Lots without Reserve, the auctioneer can at its own discretion decide the starting price, unless there is a bidding already;

 

(5) Take other actions he or she deems as appropriate at auction site.

 

Article 44 Screen of Video Images

 

At some auctions, there may be a video screen or other screens in operation for the convenience of Bidders, which is only for reference. However, there may be errors in amounts, numbers or pictures of the Lot, or in foreign exchange rate on the screen. The Company shall not be liable for any losses and damages caused by such errors.

 

Article 45  Successful Bid

 

When the highest bid of the Bidder is confirmed by dropping the auctioneer’s hammer or in other public manners, the Bidder with the highest bid shall succeed in the bid. Such confirmation means that the Bidder has no objection to the process of the auction and undertakes to be responsible for its bidding and the Bidder shall becomes the Buyer of the Lot. The Buyer shall sign the writing confirmation/auction minutes; Even if the buyer fails to sign up to the writing confirmation/auction minutes, it shall not prejudice the buyer’s liabilities herein. In case the buyer fails to pay any payable, this Company has the right to require the buyer to compensate it for all losses therefrom and to hold the Buyer legally responsible according to Article 54 hereof.

 

After the Bidder succeeds in bidding, in case a signer (including but not limited the person holding the bidding paddle) instead of the Buyer signs up to the writing confirmation /auction minutes, it is deemed that the Buyer appoints the signer to represent the Buyer to sign the writing confirmation /auction minutes no matter whether the signer has submitted to the Company a power of attorney or authorization letter confirmed by the Buyer or the name signed on the writing confirmation /auction minutes is the name of the Buyer. The legal consequence of the signing action or behavior of the signer shall be borne by the Buyer unless the Buyer raises an objection to the signing.

 

Article 46  Commission and Expenses

 

After the Bidder succeeds in bidding, the Bidder will be deemed as the Buyer of the Lot. The Buyer shall pay the Company a commission in the amount equal to 15% of Hammer Price and Expenses and acknowledge that the Company is entitled to charge commission and other costs payable by the Seller in accordance with Article 21 hereof.

 

Article 47  Payment

 

After the Lot is successfully sold in auction, the Buyer shall make full payments to the Company within thirty days after the Sale Date and collect the Lot. The Buyer shall also pay packaging charges, transportation fee and transportation insurance premium, if there is any. The Company reserves the right to refuse the payment from any third party other than the Buyer. If the Buyer purchases several Lots, while neither fully pay the Purchase Price, nor designate the specific Purchase Price of some Lot in writing when paying the Purchase Price, then the Company is entitle to decide at its own discretion the way of allocation in respect of their Purchase Price.

 

Article 48  Currency

 

All payments shall be made in the currency designated by the Company. In the event that the Buyer makes payments in currency other than the designated one, the currency shall be converted at the rate exchange agreed between the Buyer and the Company or at the exchange rate announced by People’s Bank of China one working day prior to the payment. All bank handling fees, commission and other relevant charges incurred by the Company for converting the foreign currency paid by the Buyer into RMB shall be borne by the Buyer.

 

Article 49  Passing of Title

 

The Buyer will acquire ownership of the Lot after having paid the full Purchase Price.

 

Article 50  Transfer of Risks

 

After a successful bid, the risk of the Lot shall be borne by the Buyer itself after the occurrence of one of the following events (whichever is earlier):

 

(1)  The Buyer collects the Lot; or

 

(2)  The Buyer pays to the Company the Purchase Price for the Lot in full; or

 

(3)  Expiry of thirty days after the Sale Date.

 

Article 51  Collection

 

The Buyer shall collect the purchased Lot at the Company’s domicile or other place appointed by the Company within thirty days after the Sale Date. If the Buyer fails to collect the Lot within the thirty-day time limit, the Buyer shall be solely responsible for all risks and losses of the Lot and bear all expenses for storage, transportation fee and insurance in connection with the Lot after the expiration of the thirty-day period. Even if the Lot is still kept by the Company or any other agents on behalf of the Buyer, the Company and its employees or its agents shall not be liable for any losses and damages of the Lot caused by any reason. If the Buyer does not make full payment to the Company, or its parent company, subsidiaries, branches, offices (liaison offices) and affiliates, the Buyer shall not collect any Lot before the above payment is paid in full.

 

Article 52  Package and Transportation

 

The Company may arrange packing and handling of the purchased Lot on behalf of the Buyer as the case may be on its request. Such arrangement is an assistance provided by the Company and the Company can decide whether or not to provide such assistance. The Buyer shall be liable for any loss arising from such arrangements. Under no circumstances shall the Company take any liability for any damages or losses of glass, frames, drawer, bottom mat, trestle, mounting, insert pages, roller or other similar accessories arising out of any reason. In addition, the Company shall undertake no liability for any fault, omissions, damages or losses caused by the packaging company or carriers recommended by the Company.

 

Article 53  Export and Import of Lot

 

Any Lot sold at auction may be affected by Laws on exports from the country in which it is sold and the import restrictions of other countries. The Buyer alone is responsible for getting advice about and meeting the requirements of Laws which apply to exporting or importing any Lot prior the bidding. The Buyer that carries and transports cultural relics out of the PRC shall go through the formalities of exit examination and verification of cultural relics separately according to Laws.

 

For the Lot under the supervision of Customs of the PRC or within the Bonded Zones, when the Lot is successfully sold in the auction, the Buyer shall handle import procedures on its own and bear the relevant taxes and fees by itself. The Buyer cannot cancel the deal or delay payment because of failure to get permits and other relevant paperwork.

 

Article 54  Remedies for Non-payment

 

This Company has no obligation to investigate the Bidder’s and the Buyer’s ability for payment. In the case that the Buyer fails to duly pay in full within the period provided in the Conditions, the Company shall be entitled to adopt one or more of the following remedies:

 

(1)  If following a successful bid the Buyer fails to make payment within the stipulated period under the Conditions, the bidding deposit (earnest money) shall not be refunded and the Buyer shall also undertake all corresponding liabilities according to the Conditions. In the event that the Buyer fails to pay  the full Purchase Price of any Lot within the stipulated period under the Conditions after successful bidding on several Lots with the same bidding paddle, the Buyer shall be deemed to have constituted the material breach of contract and all of bidding deposit(earnest money) shall not be refunded and the Buyer shall undertaker relevant responsibilities in accordance with the Conditions. The Company can choose to make priority payment to the commission, Expenses and losses incurred by the Company with the above non-refundable auction deposit (earnest money), and preserve the remaining sum for compensating the Seller’s suffered losses, or choose to make priority payment to the losses sufferred by the Seller with the action deposition (earnest money); in case there are several Sellers who have suffered losses, the Company has the discretion to decide the way of allocation of the remaining deposit (earnest money);

 

(2)  If within thirty days after a successful bid the Buyer fails to pay the Company the Purchase Price, the Company shall have the right (but not the obligation) to entrusting third party to collect all or part of the default payment from the Buyer;

 

(3)  If the Buyer fails to pay the Purchase Price in full within thirty days from the Sale Date, the Company has the right to charge the Buyer an interest at a rate of 0.3‰ per day on the due and unpaid amount from thirty-first day after Sale Date until the day on which the Buyer has fully paid the amount, unless otherwise agreed by the Buyer and the Company. Unless otherwised agreed by the Seller and the Company, the Company has the right to keep such interest;

 

(4)  The Company can initiate legal proceedings against the Buyer for any damages caused by the Buyer’s breach of contract, including but not limited to the losses of interest on deferred or unpaid payment by the Buyer, reasonable expenses arising out of litigation (including but not limited to legal costs, lawyer’s fees and travel expenses) and Expenses;

 

(5)  The Lot or other Lots purchased by the Buyer from the Company, and other properties or property rights of the Buyer which may be in the Company’s possession for any reason will be used as a pledge. The Buyer is responsible for all expenses or risks that occur during the period of pledge. In case the Buyer fails to perform all relevant obligations herein within the period as specified by the Company, the Company shall have the right to dispose of such property under pledge in accordance with relevant Laws and regulations. In the case the proceeds cannot cover the amount outstanding, the Company is entitled to claim the balance;

 

(6)  In the event that the Buyer fails to make full payment to the Company within ninety days from the Sale Date, the Company can at its own discretion  to cancel or approve the Seller to cancel the sale of the Lot and/or other Lots sold to the same Buyer at this auction or any other auctions as applicable, and reserve the right to claim any losses caused by such cancellation as of the ninety-first day from the Sale Date;

 

(7)  Carry out a re-sale of the Lot by public auction or other ways according to the Conditions subject to the consent of the Seller. The original Buyer shall be liable to the Seller for the remuneration/commission and Expenses occurred at such auction as well as all Expenses for re-sale by public auctions or other ways. In addition, the original Buyer shall also be liable for the difference, if the Purchase Price actually received by the Seller from the re-sale or other ways of such Lot is lower than the original Purchase Price that would have been receivable therein had the Buyer made the full payments;

 

(8)  To offset any money in relation to the Lot that the Buyer owes the Company against any sums that the Company or its parent company, subsidiaries, branches, offices (liaison offices) and affiliates owe the Buyer in any other transactions; The Company can decide to use any money paid by the Buyer to repay any sums that the Buyer owes the Company, or its parent company, subsidiaries, branches, offices (liaison offices) and affiliates, no matter whether the Buyer has given any instructions to repay such sums.

 

Article 55  Remedies for Delay in Collecting the Lot

 

In case the Buyer fails to collect the purchased Lot within the period provided in Article 47 herein, the Company shall be entitled to adopt one or more of the following remedies:

 

(1)  Arrange storage of the Lot at the Company or any other places and all cost (including but not limited to the Storage Fee according to the standard set forth in Article 2 Clause (15) of the Conditions calculating from thirty-first day after the Sale Date) and/or all risks shall be borne by the Buyer. The Buyer shall not collect the Lot unless the full Purchase Price is paid. The Buyer is responsible for the packaging charges, transportation fee, transportation insurance premium and other Expenses;

 

(2)  The Seller shall bear all risks and/or expenses that occurs after the expiration of the thirty-day period mentioned above. If the Seller fails to collect the Lot within ninety days after Sale Date, the Company has right to public auction or sell the Lot in ways and conditions that the Company deems appropriate. The Seller shall collect the remaining amount, which is proceeds obtained from forgoing disposal by the Company deducts all loss, expense (packaging charges, transportation fee, transportation insurance premium, Storage Fee and notarization fee) incurred, without any interests.

 

Chapter IV  Miscellaneous

 

Article 56  State Pre-emption Right 

 

When the relevant department of the government exercises the state pre-emption right, the right shall be exercised pursuant to Laws of the PRC and decisions of government. Related parties shall acknowledge and provide necessary cooperation.

 

The relevant documents on state’s pre-emptive rights submitted by the Administration of Cultural Heritage to the Company shall not constitute any guarantee or expert opinions over the genuineness, quality and value of the Lot.

 

Article 57  Confidentiality and Collection of Materials

 

The Company shall be obligated to maintain the confidentiality for the Seller, the Bidder and the Buyer (except otherwise prescribed by Laws of PRC and the Conditions), except for those subject to disclosure to relevant bodies according to the current Laws.

 

Under the circumstance where the Seller or the Buyer breaches the contract, the Company has the right to disclose to the Seller or the Buyer identity information of the other party (including but not limited to name/title, domicile and identity information) by its own judgment, so as to enable the injured party to acquire damages via litigation or other legal ways; the Company has the right to disclose the identity information of the defaulting party to the public or report the identity information of the defaulting party to the industry associations and credit organizations.

 

The Company might undertake the audio and video recording of any auction process and keep the minutes thereof, and needs to collect personal information from the Bidder or the Bidder’s information from the third party(e.g. credit checks from banks). These information will be handle by the Company and treated as confidential; and relevant information can only be disclosed to this Company or its parent company, subsidiaries, branches, offices (liaison offices) and affiliates for the purposes as set out herein, so as to assist this Company in providing excellent services for the Bidder and conducting clients’ analysis or to offer the services in line with the requirements of the Bidder. This Company may also need to disclose to the third party service provider (e.g. transportation companies or storage companies) partial personal information of the Bidder, in the interests of the Bidder. The Bidder’s participation in the auction of this Company means the Bidder agrees to the above.

 

Article 58  Identification

 

The Company may identify the Lot if necessary and as the case may be, at the Company’s own discretion. In case of any discrepancy with respect to the status of the Lot between the conclusion of the identification and the consignment auction contract, the Company shall be entitled to modify or rescind the consignment auction contract.

 

Article 59  Copyright

 

The Seller irrevocably authorizes the Company that the Company to take photographs, make illustrations, catalogues or images and publication materials in other form relating to the Lot consigned to the Company for auction and shall have the copyright for such photographs, illustrations, catalogue or other images and publication materials mentioned above. The Company shall have the right to use the aforementioned images and materials.

 

Article 60  Compensation for Invalidation of Auction

 

In the event that the auction is invalid as the result of related person’s reason, such related person shall be responsible for compensation to cover all losses of the Company. The standard of compensation shall be based on the Company’s acquirable interest in case of valid auction and all expenses paid for claiming such losses.

 

Article 61  Notice in Written

 

Both the Bidder and Seller shall notify the Company of their valid and regular addresses and means of communication in the bid registration documents, consignment auction contract and other form agreed by the Company. In case of changes to the addresses and means of communication, the Bidder or Seller shall inform the Company in a timely manner. All notices herein and any notice relevant to auction business of the Company shall be in writing and shall be delivered by post, fax, email, instant messages and App, etc. A notice sent by post shall be deemed to have been sent on the date the Company gives it to the post office, and shall be deeded as received by the addressee via normal mail service. A notice sent by other means of communication shall be deemed to be received by the addressee on the date when it is delivered.

 

Article 62  Severability

 

If any provision or part of the Conditions is confirmed to be invalid, illegal or unenforceable by a competent agency, the Conditions shall be ineffective to the extent of such illegality or unenforceability without invalidating or affecting the validity or enforceability of the remaining provisions of the Conditions.

 

Article 63  Settlement of Disputes

 

If any dispute arises from or is related to participation in the auction pursuant to the Conditions, all concerned parties shall submit such dispute to a competent Chinese court of the place where the Company has its domicile. Such dispute shall be governed by Chinese Laws.

 

Article 64  Language

 

The Chinese version of the Conditions shall be the standard version.  The English version is only for reference. In case of any discrepancy between the Chinese version and English version, the Chinese version shall prevail.

 

Article 65  Copyright of the Conditions

 

The Conditions are made and amended in accordance with Chinese Laws and the Company shall have its copyright accordingly. Without the Company’s prior written consent, no party shall use the Conditions for commercial purpose in any way or manner and shall not copy, transmit, or store any part herein into a searchable system.

 

Article 66  Singular and Plural

 

In the provisions of the Conditions, the singular includes the plural and vice versa where the context requires.

 

Article 67  Right to alternation

 

The Company reserves the right to make any alternation to the Conditions at its sole discretion at any time the Company considers proper. The altered version is valid and becomes automatically effective on the date it is altered and is to be published in the way the Company considers proper. Any party involved must pay attention to any such alternations of the Conditions and the Company has the right not to inform parties thereof on a separate basis.

 

Article 68  Formatted Text

 

Unless otherwise agreed by the Company, the consignment auction contract mentioned in Article 6 of the Conditions and the cancellation notice mentioned in Article 25 should be made in the forms provided by the Company. The contents of such forms provided by the Company together with the Conditions consist an inseparable part.

 

Article 69  Date of Effectiveness

 

The Conditions of Business take effect on April.30, 2019.

 

Article 70  Right to Interpret

 

The right of interpretation of the Conditions belongs to the Company.