Ravenel Finest and Rarest Wines Session 2

The following provisions (the ?Agreement? or ?Transaction Agreement?) are entered into by and between the Company, as the auctioneer, and the Seller (hereinafter the "Seller"). This Agreement is also entered into by and between the Company as the agent of the Seller and the Buyer (hereinafter the "Buyer"). Both the Buyer and the Seller must carefully review all provisions hereunder. The Buyer should pay special attention to Article 5 which provides limitations as to the legal responsibilities of the Company. 1. The Buyer 1. Ravenel as the Agent The Company (or ?We?), as the auctioning party, shall act as the agent of the Seller. Except otherwise provided, items successfully sold in the auction held by the Company shall be bound by the agreement made by and between the Seller, through the agency of the Company, and the Buyer. 2. Prior to the Auction 1. Authentication The prospective buyers should conduct their own authentication for the Lots they are interested in bidding prior to the auction. We provide no guarantees to the buyer (exception for the return with regard to counterfeits as defined in Section III and in accordance with Section I § 6 of the Transaction Agreement). 2. Important Notice We urge the prospective buyers to note that: To the extend possible, the descriptions of auction items will mention obvious defects of the items; however, they do not necessarily include all flaws, defects, or incomplete aspects. The description of the auction items do not imply that the items have not gone through readjustment or repair or allude anything about the current state or storage conditions of the items. Any omission in the catalogue description regarding the current condition or the appraisal of defects in the items would by no means represent that those items are in good condition. Prospective buyers fully understand and will accept the auction items ?as is? at the time of delivery to buyers, including but not limited to any natural wear and tear, and the actual condition of containers, labels, corks, seals and the wine. Prospective buyers shall personally view the items for which they plan to bid before the auction. If a prospective buyer is unable to view an item for whatever reason, then in our role as a service provider, we would be more than happy to offer our opinion of an item's special characteristics and current condition at the request of prospective buyer. However, prospective buyers fully understand and agree that any description in the catalogue is purely the Company's subjective opinion and not a statement of fact. All of the items on auction are being sold in "as is" condition. The Company does not provide any representation or guarantee as to the condition of any of the items. Unless otherwise stated, the Company does not provide any warranty with the items. 3. Symbol Key The following key explains the symbol you may see inside this catalogue. PremiumLot In order to bid on "Premium Lots" the Buyer must complete the required pre-registration application and deliver to the Company such necessary financial references, guarantees, deposits and / or such other security as the Company may in its absolute discretion require for your bid. The Company?s decision whether to accept any pre-registration application shall be final. We recommend you complete and return the Lot pre-registration form in this catalogue in the manner required therein or contact the Company at least 5 working days prior to the relevant sale in order to process the pre-registration. Please bear in mind that we are unable to obtain financial references over weekends or public holidays. The Company will provide a special paddle number for the register of "Premium Lot". ? Guaranteed Property The Seller of the Lots with this symbol next to the Lot number has been guaranteed a minimum price from one auction or a series of auctions. This guarantee may be provided by the Company, by a third party or jointly by the Company and a third party. A guarantee may be in the form of an irrevocable bid provided by a third party. Third parties providing or participating in a guarantee may benefit financially if a guaranteed Lot is sold successfully and may incur a loss if the sale is not successful. If third parties providing or participating in a guarantee is the successful bidder for the guaranteed Lot, they should be required to pay the full service fee. 4. Catalogue Explanations Any statement of the origin, year, condition, material, rarity, authenticity, ownership, condition of preservation, value or estimated selling price of any of the Lots shown in the catalogue or the authentication opinion made by the Company, or any other verbal or written statements made separately shall be solely statements of subjective opinions of the Company and shall not be deemed the basis for the statements of actual facts nor representations or warranties made by the Company as to the condition of any auction items. The photographs shown in the catalogue shall serve as reference only and shall not be deemed as the basis for determining the color or tone of any Lots or disclosure of the defects of such item. The estimates of the auction price shall not be deemed the price at which such item will be successfully sold or the statement of the value of the item for other purposes. Many auction items fail to maintain their perfect condition because of time and other environmental factors. Some of the explanations in the catalogue or the authentication opinions will state defects and/or the repair background of the Lots. Such information is meant for reference only. Missing information in the statements does not mean the Lot has no defects or has not been repaired. Any statement of one particular defect does not mean there is no any other defect. 5. Responsibility of the Buyer The Buyer is responsible for clarifying and satisfying himself about the condition of the items and any related matters stated in the catalogue descriptions. 3. In the Auction 1. Refusal of Admission The auction is held at the premises of the Company or any location where the Company has control of for the auction. The Company has full discretion to exercise the right to refuse entry to the premises for the auction or to prevent participation in the auction. 2. Registration Prior to the Bidding Prospective buyers must fill in and sign the registration forms prior to the bidding and provide personal identification. Prospective buyers should also note that the Company may be requested to conduct credit checks against buyers. 3. The Bidder is the Buyer Unless a written agreement has been made upon registration that the bidder will be the agent who acts on behalf of a third person and such third person is accepted by the Company, the bidder will be deemed as the Buyer who will bear individual legal responsibilities. 4. Commission Bids The Company will make every effort to bid for the prospective buyers who instruct us to bid on their behalf by using the forms attached to the explanations of the catalogue; provided, however, bid commission instructions are delivered to the Company prior to the auction. If the Company receives several commission bids for one particular item, with all bid prices being equal and of the highest bid price at the auction, priority shall be given to the Buyer whose bid commission is delivered to the Company first. Commission bids are subject to auction conditions. The situation at the auction may prevent the Company from making the bid as commissioned. This is a free service provided by the Company to the prospective buyers pursuant to the provisions prescribed. The Company will not be held legally liable if it fails to make the bid as commissioned. Prospective Buyers should attend the auction in person if they wish to ensure a successful bid. 5. Bid by Phone The Company will make proper effort to contact the bidder so he can participate in the auction by phone if the prospective buyer make arrangements with the Company prior to the auction. However, the Company will bear no responsibilities to the Seller or any prospective buyer if no contact is made under any circumstances. 6. Real Time On-line Bid Please refer to the ?Rules on Real Time On-line Bid? in the catalogue. 7. Parcel Lots Bid/ Selective Bid ?Parcel Lots Bid? refers to the bid placed for the items in a parcel which are equivalent in quality and style. However, individual item may be different from others in the same parcel in its grade, condition or other aspects. Buyers shall read the statements in the catalogue carefully. As far as the Auctioneer is concerned, the successful bidder placed a ?parcel lots bid? of the first lot in a parcel has the right, but not obligation, to buy single or multiple item(s) in the same parcel at the same price of the first successful bid. If no single lot of a parcel was sold successfully, the Auctioneer may start the auction of the next lot, and the buyer who placed a ?parcel lots bid? of the first successful bid has the right, but not obligation, to buy in sequential order the single or multiple lot(s) in the parcels which were not sold, and the purchase price of such items shall be negotiated based on the new price offered by the buyer in the successful bid. 8. Exchange Rate Conversion Board There will be an exchange rate conversion board operating at some auctions. The exchange rate is calculated at the exchange rate of the one-month future goods reported to the Company from the bank when starting business on the day of the auction. Nonetheless, the auction will still be conducted in NT dollars. The exchange rate conversion board is not absolutely reliable. The accuracy of either the Lot numbering shown on the board or the equivalent of the bid price in any foreign currency is not within the control of the Company. The Company will not be responsible for any losses caused by the reliance of the Buyer on the exchange rate conversion board. 9. Recorded Images There is image projection in some auctions; however, errors may occur during the operation. The Company is not liable for the color accuracy of the reproduced image and whether the projected image corresponds to the item being auctioned. 10. Determining Power of the Auctioneer The auctioneer has the absolute power to reject any bid, push for bids at his discretion, withdraw any auction items, separate or combine two or more auction items, determine the successful bidder, and if there is any error or dispute, re-auction the items. The auctioneer may announce important notice to buyers prior to the auction or the process of an individual item. Prospective buyers shall be responsible for taking note of all notices or announcements at the auction. We recommend the prospective buyers using our Real Time On-line Bid Services log in the system prior to the commencement of the auction to ensure the timely awareness of any notices or announcements made prior to the auction. 11. Successful Bids Under the discretion of the auctioneer, the fall of the hammer indicates the acceptance of the highest bid price, i.e., the Seller and the Buyer enter into a successful auction agreement. 4. Following the Auction 1. The Buyer should pay the hammer price and, in addition, the service fee to the Company. The service fee should be calculated at 16% of the hammer price. 2. Taxes All the payments payable by the Buyer to the Company do not include any government tax any commodity or service taxes or any other value added taxes. The Buyer should be responsible for paying any applicable taxes as required by the law. 3. Payment The Buyer should provide his name and permanent address to the Company upon the successful bid. Relevant bank information should also be provided upon request. All payments due (including the hammer price, service fee and any applicable taxes and other expenses) should be paid within 14 days following the auction date. The aforesaid provision also applies if the Buyer intends to export the Lot and (may) need the export permit. Although personal and company cheques are accepted, buyers are advised that purchases will not be released until such cheques have cleared. Payment by cash or banker?s draft will enable immediate release of purchases. It is Ravenel?s company policy not to make or accept single or multiple payments in cash or cash equivalents of more than HK$80,000 or the equivalent value in another currency. Ravenel accepts payments by credit cards (Visa, MasterCard, Union Pay) up to HK$250,000 per auction sale although conditions and restrictions apply. For details on credit card payments, please contact Ravenel Finance Department. Traveller?s cheques are not accepted. Please note that Ravenel will not accept payments for purchased Lots from any party other than the buyer, unless otherwise agreed between the buyer and Ravenel prior to the sale. If the Buyer fails to pay to the Company all the payments due, the Buyer will not claim the Lot nor acquire the ownership of the Lot even if the Company has delivered such item to the Buyer. If the payment to the Company are made in any currency other than HK dollars, the Company will collect from the Buyer any foreign exchange expenses incurred therefrom, including bank charges and foreign exchange service fees. The exchange rate of the payments to the Company in any currency other than HK dollars should be the exchange rate reported by the Hongkong and Shanghai Banking Corporation (HSBC) to the Company on the auction date and should be based on the certificates issued by the Company according to such exchange rate. 4. Collection of the Lot Sold Unless otherwise agreed by the Company, the Company will hold temporarily the successfully sold Lots until all payments to the Company are made in full. The Lot will be covered by the insurance of the Company from the auction date for 14 days during the temporary holding period. The insurance coverage will terminate upon collection of such item. The Buyer should be responsible for all risks following expiration of the said 7-day period or the collection (whichever is the earlier). 5. Packaging and Transportation The Buyer is requested to note that he should bear all the risks upon expiration of the said 14 days period or from collection of such items. 6. Referral of Packaging or Transportation Companies The shipping department of the Company may act as the agent of the Buyer to arrange for delivery. Although we can refer freight forwarders and buy insurance on behalf of the buyer upon special request, the Company will not be held liable for any legal responsibilities in this regard. Costs and expenses for shipping and insurance shall be paid in advance. 7. Remedies for Non-Payment or Non-Collection of Items Sold The Company is entitled to exercise one or more of the following rights or remedies if the Buyer fails to make payment within 14 days: 1. An interest at the annual rate of 10% plus the (lending) interest rate of Hongkong and Shanghai Banking Corporation (HSBC) will be imposed on all of the payment due if payment is not made within 14 days following the auction date. Besides, we have the right of charging also 1% selling price (including of hammer price and the commission) multiplied by the number of delayed days as fine for the default. The payment to be made by the Buyer should offset any payment owed by the Company or its subsidiaries to the Buyer for any other transactions. 2. To exercise lien of any items owned by the Buyer and held by the Company for any purpose. The Company may arrange to sell such items after serving a 14-day notice to the Buyer about his non-payment. The proceeds shall make up for the payment due. 3. If the Buyer owes the Company several payments as a result of different transactions, the payments will setoff any payments due in any particular transaction, regardless of whether the Buyer specifies to setoff such payments. 4. Refuse the Buyer to make, or to make on behalf of others, bids in any future auctions and/or to require a security deposit from the Buyer before accepting any future bids from him. If the Buyer fails to make payment within 35 days, the Company is entitled to exercise one or several of the following rights listed in the para. 5 to 8 in addition to the aforementioned rights listed in the para. 1.to 4.: 5. To bring legal proceedings against the Buyer on behalf of the Seller to claim the entire payment due and the legal fees (including but not limited to the lawyer fees) resulting from such proceeding based on a total claim. 6. Cancel the transaction of Lots bid by the Buyer or any other auction items sold to the Buyer at the same or any other auctions. 7. To arrange a public or private re-sale of the Lot. If the re-selling price is lower, the difference will be claimed against the Buyer together with any cost incurred as a result of the non-payment by the Buyer. 8. Release the name and adderss of the Buyer to the Seller to enable the Seller to commence legal proceedings to recover the amounts due or claim damages for the Buyer?s breach of contract and legal costs. The Company will take reasonable steps to notify the Buyer prior to releasing such details to the Seller. 8. No Collection of the Lot Sold The Company will arrange for the storage of the Lot if such item sold is not collected within 30 days of the successful auction, regardless of payment. Such storage cost will be borne by the Buyer. Only when the storage, shipping, insurance cost and any other expenses together with any other payments due to the Company are paid can the sold Lot be collected. 9. Export Permit Except where otherwise agreed in writing by the Company, the fact that the Buyer's wishes to apply for an export permit does not affect the Buyer's responsibility to make the payments in 14 days; nor does it affect the Company's right to impose interest on delayed payments. If the Buyer requests that the Company applies for the export permit on his behalf, the Company is entitled to collect monies made in connection with such an application and any expenses together with any relevant value added taxes. If the Buyer makes the payment regardless of the fact that an export permit is needed, the Company is not responsible for returning to the Buyer any interest or other expenses incurred therefrom. 5. The Legal Responsibility of the Company The Company is responsible for returning payment to the Buyer pursuant to Article 6. Otherwise, whether the Buyer, the Company, any employees or agents of the Company will not be held liable for any statements of the origin, year, condition, material, rarity, authenticity, ownership, condition of preservation of any auction item or any errors with respect to any explanations and any flaws or defects of any auction item. The Seller, the Company, the employees or the agents of the Company make no guarantee with respect to any auction items. Any warrantee of any kind shall not be included herein. 6. Return of Payments for Counterfeits The transaction will be cancelled and payments made will be returned to the Buyer if the Lot of the Company is confirmed to be a counterfeit. However, if: 1. The catalogue explanations or the notice at the auction distributed on the auction day corresponds to the opinions generally accepted by the academic or professional fields; 2. The method used to prove that the Lot is a counterfeit is a scientific procedure not generally accepted for use before the publication of the catalogue or a procedure unreasonably expensive on the day of the auction, or impractical, or may cause damage to the Lot; the Company is not liable for the return of any payment under any circumstances. In addition, the Buyer's payment can only be refunded when the following terms are met: 1. The Buyer must notify the Company in writing within 10 days following the auction day that he considers the relevant auction item a counterfeit. 2. The Buyer must return the Lot to the Company within the following 14 days and the condition of the item must be the same as on the auction day. 3. Upon returning the Lot, the Buyer must present evidence as soon as possible to convince the Company that the Lot is a counterfeit. The Buyer may also assign the good ownership of the Lot to the Company, which shall not concern any third party claim. Under no circumstances is it necessary for the Company to pay the Buyer an amount more than what the Buyer pays in connection with the Lot and the Buyer can not claim interests. The interests of the warrantee cannot be assigned and belong solely to the Buyer who receives the original invoice from the Company when the Lot is sold. Such Buyers shall remain the owner of the auction Lot and cannot assign any interest of the Lot to any other person. The Company is entitled to ascertain that the Lot is not a counterfeit based on a scientific procedure or any other procedure, regardless of whether such procedure is being used on the day of the auction. 7. Rules on Real Time On-line Bid 1. The Company provide the real time on-line bid services for convenience of the prospective buyers. The Company reserves the rights to reject any on-line bids, withdraw any permission to on-line bids or stop the on-line bid services at any time during the auction. The Company would not be liable for any omissions, errors or failure for implementing on-line bids, including but not limited to any interruption to on-line bid connections in either party, or the omissions or errors caused by any mistakes of the on-line bid software or system. 2. The Auctioneer may announce important notice to buyers prior to the auction or the process of an individual item. Prospective buyers shall be responsible for taking note of all notices or announcements at the auction. We recommend the prospective buyers using our Real Time On-line Bid Services log in the system prior to the commencement of the auction to ensure the timely awareness of any notices or announcements made prior to the auction. 3. The bid is deemed submitted when the prospective buyer click on the ?bid? button at auction. The bidder is deemed to accept and agree with this Agreement and the terms and conditions of the Company upon arrival of the bid to the Company from the device of the prospective buyer. The buyer also confirm at the same time that the bid so submitted is the final offer of the buyer which shall in no event be amended or withdrawn, and that the buyer agree to pay all amount due in full, including but not limited to all hammer price, service fee and any applicable taxes and other expenses. 4. The ?competing bid? shown on the screen at auction include the on-site bids, bids by phone, commission bids and the offers under the reserve price made by Auctioneer on behalf of the Seller. If an on-line bid is made at the same time of a on-line bid, normally the bid on-site would prevail. However, the Auctioneer has the absolute power to determine the successful bidder, or re-auction the items. 5. The increase offers of bids will be shown on the screen. The Auctioneer has the right to amend the amount of the on-site bids and bids by phone. The bidders participate by on-line bid shall offer in full competition additions. On-line bidders will not see the Exchange Rate Conversion Board. 6. On-line bids will be recorded. If there are any disputes, or any discrepancies are found between the records provided by the bidders and the records of the acution, final decisions will be made in accordance with the auction records. 7. Successful bidders will receive the notices and invoices after the auction. If there is any difference between the on-line information and the contents of the invoices, the statements on invoices shall govern. Buyers shall pay the amount due and collect the Lot(s) sold in accordance with the Agreement. 2. The Seller 1. Ravenel as the Agent The Company acts as the agent of the Seller at a public auction. The Closing Agreement of the Lot is the agreement by and between the Buyer and the Seller. Term as Agent: starting from the date the Mandate is signed until 35 days after the auction. Seller agrees the Company to act as the agent during the term, with all authority and power, to deal with the sale of the auction items and other matters in relation with such transaction on behalf of the Seller. 2. Expenses The Seller shall bear costs relating to the following: 1. Packing of the Lot and shipping to the Company for the auction 2. Any applicable shipping insurance 3. The packaging and shipping if the item is delivered back to the Seller 4. Insured under the Company art relic insurance policy (explained in detail later) indicate cohere (we point below) 5. Any applicable custom duties 6. Catalogue illustrations 7. Any repairs made to the Lot as per prior agreement with the Seller 8. Framing and mounting 9. Authentication made by independent professionals which the Company believes to be necessary in preparing the catalogue explanations. 10. Any independent professional opinions which the Company deems proper 11. The storage of the Lot before and after the auction (if applicable) 12. Any marketing and promotional 13. Expenses (The administration cost of the Company): 10% of all the expenses incurred as a result of client services provided. 3. Insurance Coverage to be Arranged by the Company 1. Unless otherwise agreed by the Company, the Lot will be automatically insured under the the Company art relic policy in the amount as deemed appropriate by the Company. However, the insured amount is not the amount the Company undertakes to be successfully reached during the auction. 2. The Company will collect an insurance fee from the Seller which is amounting 1.5% of the reserve price. If the shipping is arranged by the Company, an additional amount will be collected by the Company from the Seller as the shipping insurance. Such amount varies depending on the individual condition of each auction item. The Company will refer a freight forwarder if necessary. However, the Company is not responsible for any legal responsibilities incurred therefrom. 3. The Lot will remain insured up to 14 days after the sale. If the Lot has not been sold, it will be at the Seller's risk upon the expiry of 14 days. 4. We are unable to accept responsibility for damage caused by woodworm or changes in atmospheric conditions or other force majeure which is beyond the Company?s control. 4. Insurance Purchased by the Owner If the Seller instructs the Company specifically that it is unnecessary to purchase insurance for the Lot, the risks shall be borne entirely by the Seller until the Buyer collects the Lot. The Seller must indemnify the Company, the employees, board members, supervisors, officers, affiliates and agents of the Company and the Buyer (if applicable) any claims in connection with the auction against the Company, the employees, board members, supervisors, officers, affiliates and agents of the Company and the Buyer, regardless of the cause of such claim. The Buyer must also pay for the expenses incurred as a result of such claim if requested by the Company, the employees, board members, supervisors, officers, affiliates and agents of the Company and the Buyer, even if such expenses are made as a result of negligence by the Company, the employees, board members, supervisors, officers, affiliates and agents of the Company and the Buyer without proof of legal responsibility. The Seller must inform the underwriter of the Seller the provision herein. 5. Representations and Warranties Made by the Seller with Respect to the Lot The standards for the Company to handle the Lots are provided hereunder. These standards also limit the relationship between the Seller and Buyer. In the event such standards are incorrect in any aspect, the Company or the Buyer may bring legal actions against the Seller. The Company relies on the following undertakings made by the Seller to handle the Lots and the transactions: 1. The Seller is the only owner of the Lot and has the unlimited right to assign his ownership in full to the Buyer which should not concern any third party right or claim (including copyright claims). 2. The Seller complies with all the laws in connection with the import and export of Lots and any other laws and has notified the Company in writing any failure to comply with such rules in the past. 3. The Seller has notified the Company in writing of any major modifications in the Lot to the best of his knowledge and any concern the third party has raised with respect to the ownership of the Lot and the condition. In the event of any inaccuracy of the above a, b and c, the Seller must guarantee, if requested, to identify fully the Company and/or the Buyer all the claims, costs and expenses (including but not limited to lawyers fees and other legal costs) arising herefrom, whether caused by the Lot or the auction proceeds. 6. Auction Arrangements 1. The Company has absolute discretion over the description of the auction in the catalogue, display layouts, authentication opinions, location and method of the auction, who will be allowed to bid and the acceptance of the bid price, whether to seek professional opinion and whether to combine or separate the Lots. 2. Any price estimates, whether verbal or written are strictly opinions and shall not serve as a guarantee of the final price for the Lot to be sold. 3. The Seller cannot withdraw the Lot without obtaining consent from the Company. The Company reserves the right to withdraw the Lots for the following reasons. These reasons include: 1. The Company is doubtful about the definition or authenticity of the Lot or the accuracy of the statement referred to in Articles 5a, b. or c. 2. Any violations of the Transaction Agreement. 3. The Company deems it inappropriate to include the Lot in the auction. 4. If the Company or the Seller withdraws the Lot, the Company may charge 30% of the Reserve set by the Seller and the amount equal to the service fee payable to the Company if the auction is successfully sold at the insured amount and applicable value added tax, insurance and other expenses. 7. Auction Rules 1. The Company will auction the Lot according to the Reserve. The Reserve may not be higher than the minimum of the estimates set in the catalogue except otherwise if the Reserve agreed is in a currency other than HK dollars and the Reserve is higher than the minimum of the estimates caused by the exchange rate fluctuation between the Reserve agreement day and the auction day. Under such circumstances, except where otherwise agreed by the Company, the Reserve shall be in HK dollars calculated by the exchange rate at the closing of the market the day immediately before the successful auction. If the bid price is lower than the Reserve, the Company is in no way to be held liable; however, the Company is entitled to auction the Lot at a price lower than the Reserve. If the Company so auctions the Lot, the Company is responsible to pay the Seller the difference between the closing price and the Reserve. 2. The Seller may not increase the price of sale without fair reasons, nor participate in the bidding of his/her/its Lot(s), however, the Company is authorized to bid on behalf of the Seller at the price not higher than the Reserve Price. 8. After the Successful Auction 1. The Company will settle and remit amount payable to the Seller in accordance with the para 3. below after the the successful auction and the full settlement by the Seller of all outstanding payment to the Company. 2. Handling Fees: the Company will collect a commission of 10% of the hammer price from the Seller for successful auction. 3. Settlement Upon the successful auction, the Company will request the Buyer to make full payment no later than within 15 days, including the compensation payable by the Buyer. Upon payment by the Buyer, unless the Company receives a notice claiming such Lot is a counterfeit in accordance with Article I. Section. 6 (as defined in Article 3 of the Transaction Agreement), the Company will remit to the Seller within 60 days following the successful auction day an amount equal to the closing price taking away all the expenses payable by the Seller. In the event the Buyer delays the payment, the Company will remit to the Seller within 14 days following the payment by the Buyer. If for any reason the Company pays the Seller before the Buyer makes his payments, the Company acquires the full ownership of the Lot. However, if the Company is forced to reclaim the Lot from the Buyer because such Lot is a counterfeit, the Seller must return all amount received to the Company and compensate all damages and loses of the Company. Unless otherwise instructed by the Seller in writing, the Company will make its payment in HK dollars. If the Seller requests to pay in currencies other than HK dollars, the exchange rate should be according to what the Hongkong and Shanghai Banking Corporation (HSBC) reports and the Company announces on the auction date. 4. Non-payment by the Buyer If the Buyer fails to make all the payments due within 35 days following the auction day, the Company is entitled to negotiate special terms in connection with the payments, storage, and insurance on behalf of the Seller and act as deemed necessary by the Company to collect payments payable from the Buyer. However, the Company is not responsible for making remittance to the Seller nor for bringing any legal actions on behalf of the Seller. The Company will discuss with the Seller to adopt appropriate actions to claim auction payments from the Buyer. 5. Counterfeits If the Buyer convinces the Company that the Lot is a counterfeit (as defined in Article 3 of the Transaction Agreement) within 10 days following the auction day, then 1. If the Buyer has not paid all or part of the payment, the Company is entitled to call off the transaction and/or 2. If the Company at that time has paid all or part of the payments payable to the Seller, the Seller must return all the payments made to the Company if requested. The Company will exercise lien for the latter. Any Lots belonging to the Seller under control of the Company will be kept as security of the payments to be returned. 6. Lots Not Successfully Auctioned Any Lots not successfully auctioned, not included in the auction or withdrawn from the auction for any reason must be collected by the Seller within 30 days upon notification by the Company to the Seller that he must reclaim the Lot. A storage fee of HK$50 per day per piece will be imposed on each Lot not collected after such 30 day period together with an additional charge for purchasing insurance coverage. The Seller may not reclaim such Lot until all the payments due are made. Such Lots may be removed to a third party warehouse if not collected in 60 days after the notification of collection is issued. The expenses arising therefrom shall be borne by the Seller. Unless agreed otherwise by the Parties, the Company may dispose the Lot in the manner it deems appropriate if such Lot is not collected within 90 days following the date the first notice to collect Lots is issued. Such disposal includes but not limited to auction such Lots under terms deemed appropriate by the Company (including the terms of estimates and the Reserve). The Company will pay the Seller the auction proceeds after payments owed are offset. The Company is authorized to act as the sole agent of the Seller within 2 months following the auction for any Lot withdrawn from the auction or not sold. The Company may auction in private the Lot based on the net amount the Seller may receive (the amount after deducting all the expenses payable by the Seller) or sell such Lot in private at a lower price agreed upon by the Company and the Seller. Under such circumstances, the Seller's responsibilities and liabilities to the Company are the same as during an auction. 9. Photographs and Display The Company owns non-exclusive rights to the photographs, recordings and other reproduced images of the Lot. All the rights of such images shall belong to the Company and the company is entitled to use such images in any manner it deems appropriate. 10. Taxes 1. The amount payable by Seller to the Company does not include any and all commodity tax, service tax or other value added taxes (no matter applicable in Taiwan, Hong Kong or other jurisdictions). If any tax is levied, Seller shall be responsible to pay such tax in accordance with the tax rate and time provided by laws. 2. The Company shall determine if the Seller is Hong Kong resident or not based on the representation made and document provided by the Seller and apply the following rules accordingly. 3. If the Seller is a Hong Kong resident (corporation or individual), according to the tax laws of Hong Kong, no withholding amount of the profit tax will be deducted. However, the Company shall reserve the rights to claim for the tax amount and other related expenses (including but not limited to interests, penalty) from the Seller if the representation made or document provided by the Seller is not true. 4. Where the Seller is non-Hong Kong resident (including corporation or individual), the Seller refuses to provide evidence to prove the status as Hong Kong resident, or the document provided is not sufficient, the Seller agrees that the Company will deduct a sum equal to 0.5% of the hammer price or the Reserve Price (if the Reserve Price is higher than hammer price) and submit such withholding amount as profit tax to the competent revenue agency. No withholding tax will be deducted for Hong Kong residents. The amount to be withheld by the Company shall be subject to change once the applicable tax rate is adjusted. 3. Definition Some of the phrases commonly seen herein are defined as follows: 1. "The Buyer" shall mean highest bidder accepted by the auctioning party. 2. "The Lot" shall mean the item delivered to the Company to be sold in an auction, especially the single or multiple pieces of items numbered in the catalogue. 3. "Hammer price" shall mean the highest bid with respect to one particular auction item accepted by the auctioning party. 4. "Compensation paid by the Buyer" shall mean the fee based on a certain percentage of the Hammer price paid by the Buyer; the percentage shall be as prescribed in Article 4a, section I. 5. "The Reserve" shall mean the lowest price agreed by the Company and Seller. The Lot cannot be sold at a price lower than such price. 6. "Counterfeit" shall mean the Lot constitutes imitation and the original concept of the imitation and its overall execution result in fraud to cause deception in connection with the origin, producer, history, year, age, culture or source of the Lot, for which the accurate description is not reflected in the catalogue and the value of the Lot on the auction day is far less than the value it should have according to the description in the catalogue. Therefore, no auction item will become a counterfeit as a result of any damage and/or any repairing in any manner (including repaints). 7. "Insured amount" shall mean the value of the insurance purchased for the Lot which the Company considers necessary under its absolute power from time to time (regardless whether such insurance is purchased by the Company). 4. Terms Applicable to Both the Buyer and the Seller 1. Copyright The copyright of all the images, photographs and written material in connection with the Lot shall maintain and belong to the Company at any time. The Seller, Buyer or any person may not use such items without obtaining prior written consent from the Company. 2. Notices 1. All the notices distributed according to the Transaction Agreement herein shall be made in writing. Any notice shall be deemed served to the recipient on the second day following delivery if sent by mail. If the recipient is abroad, the notice shall be deemed served on the fifth working day following delivery by mail. 2. All notices sent in writing to the address, email account or fax number (the ?Contact Details?) stated in the Mandate with Seller or the information provided by Buyer shall be deemed served and effective under agreement. Seller or Buyer shall notify the Company in writing of any changes of the Contact Details. 3. Severability If any part of the Transaction Agreement is deemed invalid, illegal or unenforceable by any court, such part can be ignored and the rest of the Transaction Agreement continues to be valid and enforceable to the maximum extent permitted by the law. 4. Jurisdiction The Transaction Rules are governed under the R.O.C. laws and the interpretation and effect of the Rules shall be subject to the laws of the Republic of China. The Buyer and Seller shall submit themselves to the exclusive jurisdiction of Taiwan Taipei District Court as the first instance for the interests of the Company.