Auction Rules

IMPORTANT NOTICE
These terms and conditions are subject to modification through written notice or oral announcement during the course of the auction.
Any person who participates in the bidding process shall be deemed to have accepted and agreed to be bound by these terms and conditions.

SECTION I: GENERAL PRINCIPLES

1.PRINCIPAL-AGENT RELATIONSHIP
1.1.Sungari (HK) Company Limited acts primarily in the capacity of an agent for the Seller, except where explicitly stated otherwise.
1.2.The contractual relationship for the sale and purchase of any Lot shall be formed directly between the Seller and the successful Bidder.
1.3.The entire agreement between all relevant parties (including the Seller, the Buyer and the Company) shall comprise:
1.3.1.these Conditions of Buy;
1.3.2.the [Conditions of Sale];
1.3.3.any terms, conditions and notices published in the auction catalogue;
1.3.4.any announcements made by the Auctioneer; and
1.3.5.any notices displayed or announced at the auction venue.

2.DEFINITIONS AND INTERPRETATION
2.1.In these Conditions of Buy, the following terms shall have the corresponding meanings set forth below:
2.1.1.“Auctioneer” means the Company’s designated representative authorized to conduct a particular auction;
2.1.2.“Auction Date” means the officially announced date on which the Company commences a particular auction;
2.1.3.“Bidder(s)” means any individual, corporation, partnership or other entity who considers, submits or attempts to submit a bid by any means. This definition encompasses any authorized representative of such entity;
2.1.4.“Buyer(s)” means the Bidder (including any principal represented by an agent) whose bid is accepted by the person conducting the auction as the highest bid for a Lot;
2.1.5.“Buyer’s Charges” means all costs and expenses incurred by the Company in relation to the sale of a Lot, including but not limited to insurance, packaging, transportation, storage, technical examination, research, authentication services or any test, investigation or search requested by the Buyer, and costs associated with recovering payments from defaulting Buyer;
2.1.6.“Buyer’s Commission” means the commission, calculated as a certain percentage of the Hammer Price specified in Clause 22, payable by the Buyer to the Company;
2.1.7.“Company” means Sungari (HK) Company Limited;
2.1.8.“Estimated Price” means the approximate price range at which a Lot may sell, excluding the Buyer’s Commission, as indicated in the catalogues or other descriptive text;
2.1.9.“Hammer Price” means the amount at which a Lot is knocked down to the Buyer, or in post-auction sales, the agreed sale price.
2.1.10.“Lot” means any item or items consigned by the Seller to the Company for auction and offered for sale at the auction;
2.1.11.“Reserve Price” means the confidential minimum price agreed between the Seller and the Company;
2.1.12.“Purchase Price” means the aggregate sum payable by the Buyer, comprising the Hammer Price, Buyer’s Commission, applicable taxes, and any other applicable fees or charges payable by the Buyer;
2.1.13.“Sale Date” means the date on which a binding sale agreement is formed through the strike of the Auctioneer’s hammer or equivalent conclusive indication of sale acceptance;
2.1.14.“Seller(s)” means any individual, corporation, partnership or other entity offering a Lot for sale, including (where the context permits) their authorized representatives, estate executors, or personal representatives, but excluding the Company; and
2.1.15.“Storage Charges” means the fees payable by the Buyer for the storage of purchased Lots in accordance with these Conditions.
2.2.Unless the context otherwise requires:
2.2.1.words importing the singular shall include the plural and vice versa;
2.2.2.references to the Company and the Buyer collectively shall mean the “Parties” and individually a “Party”;
2.2.3.references to any legislation include any modification, amendment, or re-enactment thereof;
2.2.4.references to “person” or “persons” include individuals, corporations, partnerships, associations, governmental bodies, and any other legal or commercial entities;
2.2.5.references to “Condition” or “Clause” are to the provisions in these Conditions of Buy; and
2.2.6.headings are inserted for convenience only and shall not affect the interpretation of these Conditions.

3.SCOPE OF APPLICATION
These Conditions shall govern all aspects of participation by any person (i.e. Bidders, Buyers and all relevant parties) in auctions conducted by the Company, including but not limited to sales of fine art, antiquities, cultural objects, and other collectables.

4.CRITICAL NOTICES AND DISCLAIMERS
4.1.Mandatory Compliance and Due Diligence All parties participating in auctions conducted by the Company, specifically Bidders and Buyers, are required to thoroughly review and strictly comply with these Conditions. Particular attention must be directed to provisions concerning the Company’s liability limitations, restrictive covenants, and express disclaimers contained herein.
4.2.Inspection and Liability
4.2.1.Each Bidder has the responsibility to personally inspect any Lot prior to bidding.
4.2.2.By placing a bid, the Bidder assumes full legal responsibility for their bidding decisions and any resulting consequences.
4.3.Auction Postponement or Cancellation The Company reserves the right, at its sole and absolute discretion, to:
4.3.1.postpone any scheduled auction; or
4.3.2.cancel any scheduled auction, where such action is warranted by weather conditions or other circumstances beyond the Company’s reasonable control, in such events, the Company shall bear no obligation to provide compensation to any Bidder for any loss or damage thereby incurred.

5.DUE DILIGENCE AND PROPERTY CONDITION
5.1.Limited Due Diligence by the Company The Company’s knowledge and assessment of any Lot is substantially derived from information furnished by the Seller. The Company neither assumes the position nor possesses the capability to conduct comprehensive due diligence on the Lots. Bidders acknowledge this limitation and accept full responsibility for conducting their own inspection and examination of any Lots in which they may have an interest.
5.2.Pre-Auction Inspection All Lots offered for sale by the Company are available for pre-auction inspection. When a Bidder, whether personally or through an agent, participates in the bidding process, such participation constitutes acknowledgement that the Bidder has thoroughly examined the Lots and is satisfied with both their condition and the accuracy of their description.
5.3.Property Condition and Disclaimers Bidders expressly acknowledge that many Lots, by virtue of their age and special nature, may not be free from defects and imperfections.All Lots are sold “as is” at the time of auction, regardless of the Bidder’s physical presence at the auction. While condition reports may be available during viewing periods, and while catalogue descriptions and condition reports may reference certain defects, the Bidder should be aware that Lots may possess other existing defects not explicitly mentioned in these documents.
5.4.Information and Opinions Any information provided to Bidders regarding Lots (whether verbally or in writing), including forecasts, catalogue entries, condition reports, commentaries, or valuation estimates, represents the Company’s opinion rather than statements of fact. Such information remains subject to revision at the Company’s sole discretion.
5.5.Copyright Disclaimer Neither the Company nor the Seller provides any warranty regarding copyright status of any Lot, nor do they guarantee that the Purchaser acquires any copyright in purchased Lots.
5.6.Catalogue Descriptions and Condition Reports Subject to Clause 5 and specific exemptions in Clause

6, catalogue descriptions and condition reports are prepared by the Company with reasonable professional diligence consistent with its role as an auction agent, based upon information furnished by the Seller, applicable academic and technical knowledge, and generally accepted expert opinions in relevant fields.
6.LIABILITY LIMITATION AND LIABILITY
6.1.General Limitations of Liability
Subject to the provisions of Clause 5 and Clauses 6.1 and 6.4 hereof, neither the Company nor the Seller shall incur liability in respect of:
6.1.1.Information Accuracy
Any errors or omissions in information conveyed to the Bidder, whether oral or written, regardless of whether such errors or omissions arise from negligence or other causes;
6.1.2.Warranties and Guarantees
Any guarantees or warranties to the Bidder, excluding:
(a)express warranties provided by the Seller to the Buyer through the Company; and
(b)such warranties or conditions as may not be legally excluded under applicable law;
6.1.3.Operational Matters
Any actions or omissions pertaining to auction operations or other related property sales, regardless of whether such acts or omissions arise from negligence or other causes.
6.2.Third-Party Property Disclaimer
The Company shall not be liable for any breach of these conditions by the Seller unless the Company is the legal owner of the Lot.
6.3.Limitations
Without prejudice to Clause 6.1:
6.3.1.Maximum Liability
Any claim by a Bidder against the Company or Seller shall be strictly limited to:
(a)the Hammer Price of the relevant Lot; and
(b)the applicable Buyer’s Commission.
6.3.2.Consequential Damages
Under no circumstances shall the Company or Seller bear liability for any consequential or indirect losses sustained by the Buyer.
6.4.Non-Excludable Liability
Notwithstanding the foregoing, nothing in Article
6 shall operate to exclude or restrict liability of the Company or the Seller arising from:
6.4.1.fraudulent misrepresentation; or
6.4.2.death or personal injury caused by negligence.
6.5.Interpretation
The limitations and exclusions contained herein shall be construed in accordance with applicable law and shall extend to the maximum extent permitted thereunder.

7.CATALOGUE AND OTHER DESCRIPTIONS
7.1.All descriptions of Lots provided by the Company, whether presented in catalogues, condition reports, verbal statements, or written communications, constitute expressions of opinion rather than statements of fact. These descriptions do not establish any representation, warranty, or assumption of liability by the Company.
7.2.Any reference to defects or restoration work within catalogues or condition reports serves purely as guidance. Bidders bear responsibility for conducting personal inspections, either directly or through knowledgeable representatives, to verify such conditions. The absence of specific condition notations should not be interpreted as evidence of perfection or lack of restoration. Conversely, the mention of particular defects does not preclude the existence of others.
7.3.Should any disparity exist between a Lot’s representation in catalogues, illustrations, video recordings, or promotional materials and its actual appearance, particularly regarding tone, colour, texture, or shape, such variations being attributable to technical limitations in printing, photography, or other reproduction methods, the physical Lot shall be considered definitive. While bibliographic references cited in Lot descriptions by the Company or its representatives are provided for the Bidders’ reference, the Company neither supplies original texts or photocopies thereof nor guarantees the finality of cited
descriptions, reserving the right to revise such citations.

8.RESERVE PRICE AND ESTIMATED PRICE
8.1.All Lots offered by the Company carry a Reserve Price unless explicitly stated otherwise. Generally, this Reserve shall not exceed the lowest end of the Estimated Price published or announced prior to the auction. For Lots without a predetermined Reserve
Price, unless there are bids, the Auctioneer maintains discretionary authority to establish opening bids, provided these do not exceed the lowest end of the Estimated Price.
8.2.The Company bears no liability should bidding fail to achieve the Reserve Price. In circumstances where bidding falls short of the Reserve Price, the Auctioneer retains discretionary authority to sell the Lot below the Reserve Price. In such instances, the Company’s financial obligation to the Seller shall be calculated as if the Lot had sold at the Reserve Price.
8.3.Estimated Prices, established prior to the auction date, represent neither definitive valuations nor legally binding commitments. Any of these estimates should not be construed as predictive of the final Hammer Price, and the Company maintains the right to adjust such estimates at any time. The provision of Estimated Prices serves as guidance only and does not constitute a guarantee of the eventual sale price.

9.BIDDING METHODS
The Bidder may participate through:
(a)in-person attendance with a paddle obtained after registration and payment of deposit pursuant to Clauses 10 to 12;
(b)appoint the Company to bid on his or her behalf via a completed Telephone Bidding Form pursuant to Clause 15; or
(c)the usage of the Company’s authorized Live Auction Platform.

SECTION II: AUCTION PARTICIPATION AND MECHANICS

10.REGISTRATION REQUIREMENTS
10.1.Individual Bidders Requirements
Individual Bidders shall, prior to the Auction Date:
10.1.1.complete and execute prescribed registration documentation;
10.1.2.present government-issued photographic identification (e.g. a resident identity card or passport);
10.1.3.furnish proof of current address (e.g. a utility bill or bank statement); and
10.1.4.obtain a paddle.
10.2.Corporate and Organizational Bidders
Requirements
Corporate entities and organizations shall, prior to the Auction Date:
10.2.1.complete and execute prescribed registration documentation;
10.2.2.submit its valid incorporation document, identity document of its legal or authorized representative, proof of shareholding or directorship, proper authorization documents; and
10.2.3.obtain a paddle.
10.3.Financial Due Diligence
The Company reserves the right to:
10.3.1.request banking information for making payment;
10.3.2.require proof of financial standing;
10.3.3.verify the source of funds; and
10.3.4.require additional documentation for due diligence purposes.

11.BIDDING PADDLE PROTOCOL AND LIABILITY
11.1.Paddle Issuance
The Company retains discretion to
11.1.1.establish and announce, prior to the Auction Date:
(a)conditions for paddle issuance;
(b)procedures for obtaining paddles
(c)qualification criteria for bidding eligibility;
11.1.2.modify such conditions and procedures as circumstances require.
11.2.Paddle Security
11.2.1.A paddle constitutes the sole authorization for in-person bidding.
11.2.2.Paddle holders must:
(a)not transfer the paddle to others; and
(b)immediately report any paddle loss in writing via procedures recognised by the Company.
11.3.Liability for Paddle Usage
11.3.1.All bids made using a paddle are attributable to the registered paddle holder.
11.3.2.The registered bidder assumes full legal responsibility for all paddle activity unless:
(a)loss has been properly reported in writing via procedures recognised by the Company; and
(b)the Auctioneer has formally declared the subject paddle void during the auction.

12.BIDDING SECURITY DEPOSITS
12.1.Deposit Requirements
12.1.1.Bidders must submit a security deposit prior to paddle collection.
12.1.2.The Company shall:
(a)announce deposit amounts before the Auction Date;
(b)retain discretion to modify or waive depositrequirements.
12.2.Deposit Settlement
12.2.1.For unsuccessful Bidders with no outstanding obligations to the Company or its affiliates:
(a)full deposit shall be refunded within 14 working days following the auction's conclusion; and
(b)no interest shall be payable upon refund.
12.2.2.For successful Bidders, the deposit shall automatically be converted to the deposit for the Purchase Price and applied towards the Purchase Price of the acquired Lot.

13.COMPANY DISCRETION
The Company maintains absolute discretion to:
(a)deny auction participation;
(b)restrict venue access; and
(c)prohibit photography, audio, or video recording within the auction venue.

14.BIDDING CAPACITY AND AGENCY
All Bidders are presumed to be acting as principals in their own capacity unless explicitly established otherwise. To bid as an agent, written documentation evidencing agency authority must be submitted to and approved in writing by the Company prior to auction
participation. Absent such authorization, all bidding activities are deemed to be conducted by the Bidder as principal.

15.TELEPHONE BIDDING
15.1.While in-person attendance is the primary method of auction participation, the Company provides alternative bidding arrangements for those unable to attend personally or through an agent. Bidders may request the Company to bid on behalf of them via the Telephone Bidding Form, though the Company reserves the right to accept or decline such requests at its discretion.
15.2.To establish telephone bidding arrangements, Bidders must:
15.2.1.complete all required appointment procedures by the stated deadline (no later than 24 hours before the Auction Date);
15.2.2.submit a properly completed and signed Telephone Bidding Form; and
15.2.3.provide the required bid deposit in accordance with these conditions.
15.3.Should a Bidder wish to cancel a telephone bidding arrangement, written notice must be received by the Company no less than 24 hours before the auction commences.

16.TELEPHONE BIDDING PROTOCOL AND LIABILITY
16.1.Bidders utilizing telephone bidding services assume full responsibility for the outcome of their bids and all associated legal obligations. They must:
16.1.1.provide accurate instant communication details (e.g. mobile phone numbers);
16.1.2.maintain secure control of their designated communication device;
16.1.3.personally operate the communication device during the auction; and
16.1.4.promptly notify the company in writing in a manner recognized by the Company of any changes to contact information in case of loss of control over or loss of the communication device.
16.2.During telephone bidding:
16.2.1.the Company shall make reasonable efforts to establish contact with the Bidder;
16.2.2.all communications emitted by the designated communication device are deemed authorized by the Bidder; and
16.2.3.the Bidder assumes legal responsibility for all bidding action unless the Bidder has changed the instant communication details which has been submitted in writing and approved by the Company.
16.3.The Company shall not, under any circumstances whatsoever, be liable for any inability to establish contact or for any errors or interruptions that may occur during the utilization of such designated communication device, howsoever arising.

17.TELEPHONE BIDDING SERVICE DISCLAIMER
The Company provides telephone bidding as a complimentary service to facilitate bidding participation. Given the gratuitous nature of this service, neither the Company nor its employees shall bear any liability for unsuccessful bids, communication failures, errors, omissions, negligence, or any inability to execute bids on the Bidder’s behalf. This
comprehensive disclaimer encompasses all aspects of the telephone bidding process.

18.AUCTIONEER’S POWER AND AUTHORITY
18.1.The Auctioneer retains absolute and unfettered discretion in the execution of the following powers and authorities:
18.1.1.accept or reject any bid;
18.1.2.determine the manner in which the auction shall be conducted;
18.1.3.withdraw, subdivide, or combine Lots;
18.1.4.resolve disputes during the auction or after the auction by:
(a)determining successful Bidder;
(b)continuing or cancelling the auction; or
(c)re-offering the disputed Lots;
18.1.5.set opening bids and increments that he or she deems appropriate;
18.1.6.bid on Seller’s behalf up to Reserve Price through making a bid, consecutive bids or responsive bids to other Bidders;
18.1.7.take any other actions deemed reasonably necessary.

19.LOTS WITHOUT RESERVE PRICE
For Lots offered without Reserve Price, the Auctioneer maintains discretionary authority to establish initial bidding prices in the absence of spontaneous bids. Should no bidding activity occur at the initial price point, the Auctioneer may progressively reduce the asking price until bidding commences. Once bidding initiates, the Auctioneer shall continue the auction process with incremental price increases.

20.DISPLAY SYSTEMS AND DISCLAIMERS
The Company may employ image projection systems or other display technologies during auctions to enhance Bidders’ convenience. All information presented through such systems, including but not limited to lot numbers, property images, prices, and currency conversion rates, serves solely as reference material. The Company expressly disclaims liability for any losses arising from display inaccuracies, errors, or omissions.

SECTION III: FINANCIAL TERMS AND SETTLEMENT

21.SUCCESSFUL BID
A binding sales contract between Seller and Buyer is formed upon the Auctioneer’s confirmation of the highest bid, typically signified by the strike of the hammer or otherwise indicated by the Auctioneer. At this moment, the successful Bidder assumes the role of Buyer and all rights and obligations associated with the purchase become effective.

22.FEES AND COMMISSIONS
22.1.Buyer’s Commission
Once the Bidder has made a successful bid, he or she becomes the Buyer of the Lot. The Buyer shall pay to the Company a commission to be calculated as follows:
22.1.1.for each Lot, those part of Hammer Price which is HKD5 million or below, the commission shall be equivalent to 20% of the Hammer Price;
22.1.2.for each Lot whose Hammer Price exceeds HKD5 million, the commission applicable to those part of the Hammer Price between HKD5 million to HKD20 million shall be equivalent to 17% thereof,
22.1.3.the commission applicable to those part of the Hammer Price above HKD20 million shall be equivalent to 14% thereof.
22.2.The Buyer shall additionally bear responsibility for all applicable Buyer Charges, and agree to the Company charging the Seller separate commissions and other fees in accordance with the [Conditions of Sale].

23.TAXATION
Any taxes on goods, services, or other value-added taxes (whether imposed by Hong Kong or another region) will not be included in the net amount of all the monies that the Buyer pays to the Company. According to the applicable laws currently in effect, the Buyer is solely responsible for paying any taxes or levies that may be applicable.

24.SETTLEMENT PERIOD
Notwithstanding any export, import, or other permit requirements for the Lot, the Buyer must pay the full Purchase Price to the Company and pick up the Lot within SEVEN (7) days of the Sale Date, unless otherwise agreed in writing. Along with the aforementioned, the Buyer is responsible for paying all applicable freight and insurance fees, packing and
handling fees, export-related fees, etc.

25.CURRENCY OF SETTLEMENT
25.1.Hong Kong dollars serve as the default currency of settlement.
25.2.Should the Buyer elect to pay in an alternative currency, conversion shall be calculated either:
25.2.1.at a rate mutually agreed between the Buyer and Company, or
25.2.2.at the exchange rate published by The Hong Kong & Shanghai Banking Corporation Ltd. one (1) working day before the Buyer’s payment date.
25.3.The Buyer shall bear all costs associated with currency conversion from a foreign currency to Hong Kong dollars, including but not limited to, bank service charges, commission fees and any other expenses incurred by the Company in converting the foreign currency to Hong Kong dollars.

26.TRANSFER OF TITLE
The delivery of the Lot to the Buyer by the Company does not constitute a transfer of ownership. Until all financial obligations including but not limited to the Purchase Price and other monies payable to the Company, its divisions, subsidiaries are fulfilled, the Company and/or Seller maintain possessory rights, liens, and other legal remedies over the Lot.

27.RISK TRANSFER
27.1.Risk transfer to the Buyer occurs at the earliest instance of any of the following events:
27.1.1.the physical collection of the Lot by the buyer;
27.1.2.complete remittance of the Purchase Price from the Buyer to the Company; or
27.1.3.expiration of seven (7) days following the Sale Date.
27.2.Upon occurrence of any such event above, all risks associated with the Lot become the Buyer’s sole responsibility.

28.POST-SALE COLLECTION PROCEDURES
28.1.The Lot must be collected within seven (7) days from the Sale Date at the Company’s designated premises or such other location as specified by the Company. Upon transfer of risk, the Buyer assumes sole responsibility for obtaining appropriate insurance coverage for the purchased Lot.
28.2.In the event that the Buyer fails to collect the Lot within the stipulated seven-day period following the Sale Date, the Buyer shall bear full responsibility for all associated costs, including but not limited to Storage Charges, handling charges, and insurance premiums pertaining to the relevant Lot. Additionally, the Buyer shall assume complete liability for the purchased Lot during such extended period.
28.3.Notwithstanding the continued custody of the Lot by the Company or its authorized agents, neither the Company nor its employees or agents shall bear any liability whatsoever for any damage to or loss of the Lot, regardless of the cause or circumstances of such damage or loss.

29.PACKING, SHIPPING, AND AUXILIARY
SERVICES DISCLAIMER
29.1.The Company may, at its discretion, provide packing and processing services as an accommodation to Buyers, with the following stipulations:
29.1.1.such services are provided solely as a convenience;
29.1.2.all associated risks are borne exclusively by the Buyer; and
29.1.3.the Company assumes no liability for damage to glass, frames, boxes, backing sheets, stands, mounting or other comparable objects resulting from any cause.
29.2.The Company bears no responsibility for errors, omissions, or damage caused by third-party packing or shipping providers recommended by the Company.

SECTION IV: ASSURANCES AND ACCOUNTABILITY

30.IMPORT/EXPORT AND PERMITS
30.1.The Buyer shall be responsible for obtaining permits for the import and export of Lot and permits in relation to endangered species. Failure to obtain the required permit or delay in obtaining such permit shall not be considered as a reason for cancellation of purchase or delay in payment. The Company disclaims any liability arising from the failure to complete or submit the required documents for export or import.
30.2.If the Buyer requests the Company to apply for an export license on its behalf, the Company has the right to charge an additional service fee but does not guarantee that the license will be obtained. Neither the Company nor the Seller makes any representations or warranties as to whether or not the Lot is subject to import or export restrictions or embargoes.

31.REMEDIES FOR NON-PAYMENT AND SPECIFIC PERFORMANCE
If the Buyer fails to make payment in full pursuant to these Conditions or any payment arrangement agreed with the Company, the Company shall have the right to take one or more of the following measures:
31.1.if the Buyer fails to settle the Purchase Price in full within seven (7) days from the Sale Date, the Company shall have the right to engage a third party to collect all or part of the outstanding amount from the Buyer;
31.2.if the Buyer fails to settle in full within seven (7) days from the Sale Date, the Company will charge interest at the rate of 0.03% per day on the outstanding amount starting from the eighth (8th) day of the Sale Date until the full settlement by the Buyer unless otherwise agreed by the parties;
31.3.the Company may insure, remove and store the Lot by itself or by others entrusted by the Company and such risks and costs shall be borne by the Buyer.
31.4.the Company shall have the right to commence legal action against the Buyer for damages for the loss of interest caused by its delay or refusal to pay;
31.5.the Company may retain the Lot or other Lot bidded by the Buyer that is auctioned at the Company, and other property or rights of the Buyer possessed by the Company, and all costs and risks arising from the retention shall be borne by the Buyer. If the Buyer
fails to perform the relevant obligations within the time prescribed by the Company, the Company may dispose of the lien within 30 days after the notice of lien is issued. If the proceeds from such disposition are insufficient to cover the amount payable by the Buyer, the Company may have further recourse;
31.6.if the Buyer has not settled the purchase price in full within 90 days from the Sale Date, the Company may, at its sole discretion, cancel the transaction (but is not obligated) and reserve the right to recover all losses caused by the cancellation of the transaction;
31.7.the Company may set off any amounts owed by the Company to the Buyer in any transaction against any amount owed by the Buyer to the Company;
31.8.the Company may, in its sole discretion, apply any monies paid by the Buyer to settle any payments to be made by the Buyer to the Company and its affiliates;
31.9.the Company reserves the right to reject future bids from the Buyer or its agents or to demand payment of auction surety prior to accepting its bid;
31.10.the Company understands that the Lot transaction has its unique features. As such, the payment of damages to the other party, regardless of the default of the Seller or the Buyer, is not sufficient to compensate the loss. Accordingly, the three parties agree that in the event of a breach by any party, the non-breaching party shall have the right to apply to the court for an order of specific performance requiring the breaching party to perform its obligations under these Conditions or other relevant documents.

32.REMEDIES FOR THE DELAY IN COLLECTING THE LOT
If the Buyer fails to collect the purchased Lot within seven (7) days from the Sale Date, the Company shall have the right to take one or more of the following measures:
32.1.The Company may insure and/or store the Lot and all costs (including but not limited to Storage Charges as stated in Clause 31 from the Sale Date) and risks incurred thereby shall be borne by the Buyer. The Lot can only be collected after the Buyer has paid the full Purchase Price (the costs of packaging, handling, transportation and insurance are to be borne by the Buyer); and
32.2.The buyer shall bear all risks and expenses arising from failure to collect the Lot within the specified period.

33.LIMITED WARRANTIES
33.1.Based on the reasonable assessment of the Company, a counterfeit item is an item that has been deliberately imitated and has concealed its source, origin, vintage, culture or other relevant information and such correct description has not been listed in the auction catalogue (taking into account any proprietary terminology). Any Lot that has been damaged, repaired or modified (including repainting) will not be considered as counterfeit.
33.2.Please note that this warranty shall not apply if:
33.2.1.the contents of the catalogue are based on the general consensus of scholars or experts on the date of sale, or the content shows conflicting opinions;
33.2.2.on the Sale Date, the only means to prove that the Lot is a counterfeit item is not available or not generally accepted, or the cost is exorbitant or the use of which is impractical;
33.2.3.may have caused damage to the Lot or otherwise reduced (in the Company’s reasonable opinion) the value of the Lot;
33.2.4.according to the description of the Lot, that Lot has not lost any significant value.
33.3.Warranty Period
This warranty is valid for a period of five (5) years from the Sale Date and is for the Buyer’s use only and is not transferable to any third party. In order to make a claim under this warranty, the Buyer shall:
33.3.1.notify the Company in writing within three
(3) months following the receipt of any information questioning the authenticity or attributes of the Lot and provide the Lot number, date of purchase and the reasons for considering it to be a counterfeit item;
33.3.2.return the Lot to the Company in the same condition as at the time of sale, and be able to transfer its legal title and there are no third-party claims after the Sale Date.
33.4.Special Provisions for Contemporary and Modern Art For modern and contemporary artworks, Chinese oil paintings, Chinese paintings and calligraphy, the Company reserves the right to cancel the relevant transactions that have been confirmed to be counterfeit items within one (1) year from the date of the auction although it is still not possible to provide a precise description of these categories in academia; The money
paid will be refunded to the Buyer in accordance with the provisions of this Conditions of Buy provided that the Buyer must provide evidence within one (1) year from the Sale Date that the Lot is a counterfeit item.
33.5.Exemptions
The Company may waive any of the above requirements at its discretion. The Company reserves the right to request the Buyer to provide two (2) mutually agreed independent expert reports at the Buyer’s expense. The Company is not required to follow any report provided by the Buyer and reserves the right to seek additional professional advice at the
Company’s expense.

34.DATA COLLECTION AND PROCESSING
34.1.In furtherance of its auction operations, the Company may make audio or video recordings of the auction process. The Company is authorized to collect personal information directly from Bidders and to obtain information related to Bidders from thirdparty sources, including but not limited to banking institutions for credit verification purposes. All such collected information shall be subject to confidential processing and safekeeping by the Company. Notwithstanding such confidentiality obligations, the Company may disseminate relevant information within its corporate group, including to its divisions, affiliates, subsidiaries, and parent company, for the purposes of service enhancement, client analysis, and fulfilment of Bidder requirements.
34.2.Upon completion of transactions governed by these Conditions, the Company may retain and utilize the collected personal information for a reasonable period as permitted by law. Bidders and Buyers maintain the right to access and/or modify their personal information retained by the Company by submitting written requests to the Company's customer service department, subject to payment of reasonable administrative fees.
34.3.The Company may, in service of the Bidders’ interests, be required to disclose certain personal information to third-party service providers, including without limitation shipping and warehousing companies. By participating in the Company's auctions, Bidders expressly acknowledge and consent to the aforementioned information collection, processing, retention, and disclosure policies.

35.RIGHTS IN AUCTION MATERIALS
35.1.The Seller grants to the Company the right and authority to photograph, create illustrations, compile catalogues and produce other visual materials and promotional materials with respect to all Lot consigned for auction. All intellectual property rights and
copyrights in the abovementioned visual materials and promotional materials shall vest in the Company, and the Company shall have the right to use and/or authorize third parties to use, in each case without compensation. Neither the Buyer nor any other person may use such materials without the Company’s prior written consent.
35.2.The Company and the Seller do not make any representation or warranty, whether express or implied, as to whether any Lot is protected by copyright or whether the Buyer will acquire any copyright in respect of the Lot.

36.NOTICES
36.1.The Bidder and Buyer shall be obligated to provide the Company with their current and valid correspondence addresses and contact details through either the prescribed bidding registration documentation or such other means as approved by the Company. Any subsequent modifications to such contact information shall be promptly communicated to the Company in writing.
36.2.For purposes of these Conditions, notices shall be confined to written communications transmitted via personal delivery, postal delivery, facsimile transmission, E-Mail or the Company’s designated mobile application (“APP”). The notices shall be deemed to have been duly served:
36.2.1.Personal Delivery: at the time of delivery to the relevant party’s address;
36.2.2.Postal Delivery: on the seventh (7th) day following the date of posting;
36.2.3.Facsimile Transmission: upon confirmation of successful transmission as indicated by the transmitting facsimile device;
36.2.4.E-Mail: at the time of transmission as evidenced by the electronic mail delivery record;
36.2.5.APP: on the date of transmission, which shall be deemed the date of receipt by the Bidder and Buyer.

SECTION V: MISCELLANEOUS

37.SEVERABILITY
Should any provision of these Conditions or any portion thereof be or become invalid, illegal, or unenforceable for any reason, all remaining provisions shall remain in full force and effect, and all relevant parties shall remain bound thereby.

38.GOVERNING LAW AND JURISDICTION
38.1.Applicable Law
38.1.1.These Conditions, related transactions, and any disputes in connection to or arising from the participation of auction conducted by the Company shall be governed by and construed in accordance with the laws of Hong Kong.
38.2.Exclusive Jurisdiction
38.2.1.Buyers and Bidders acknowledge the exclusive jurisdiction of Hong Kong courts regarding any disputes arising from any auctions hosted by the Company (the “Proceedings”).
38.3.Extended Jurisdiction
38.3.1.This Clause 38 operates solely for the Company’s benefit. Buyers and Bidders acknowledge that the Company shall be entitled to initiate Proceedings in any other court of competent jurisdiction without limitation. To the extent permitted by law, the Company may institute multiple concurrent Proceedings in any number of jurisdictions.

39.LANGUAGE PRECEDENCE
The Chinese version of these Conditions constitutes the governing text. The English version is provided for reference purposes only. In the event of any inconsistency or discrepancy between the Chinese and English versions hereof, the Chinese version shall
prevail.

40.COPYRIGHT AND USE RESTRICTIONS
40.1.Proprietary Rights
The Company maintains exclusive ownership of these Conditions, subsequent revisions thereof and all copyrights therein.
40.2.Usage Restrictions
Without prior written consent of the Company, the following are prohibited:
40.2.1.commercial exploitation of these Conditions;
40.2.2.reproduction;
40.2.3.storage in any information retrieval systems; and
40.2.4.dissemination in any form.

41.APPLICABLE TERM AND CONDITIONS
41.1.These Conditions apply exclusively to the forthcoming auction, and the Company reserves the right to update these Conditions from time to time.
41.2.The Bidder and the Buyer shall be subject to the prevailing Conditions applicable at the time of the subsequent auction.

42.INTERPRETATION

The Company maintains the exclusive right to interpret these Conditions during normal operations, while courts shall have interpretative authority in case of legal disputes among the Buyer, the Seller and the Company.