Transaction Online Agreement for Art
The following provisions are entered into by and between Ravenel Auction Hong Kong Limited., as the auctioneer(hereinafter referred to as "the Company") and the Seller (hereinafter referred to as the "Seller"). This Agreement is also entered into by and between the Company as the agent of the Seller and the Buyer (hereinafter referred to as the "Buyer"). The Prospective Buyer, the Buyer and the Seller must carefully review and completely agree all provisions hereunder and any revisions from time to time. The Prospective Buyer, the Buyer should pay special attention to Article 2, Section 5 which provides limitations as to the legal responsibilities of the Company.
Article 1.Definition
Some of the phrases commonly seen herein are defined as follows:
1."The Buyer" shall mean highest bidder accepted by the Company via Online Auction.
2. "The Prospective Buyer" shall mean any potential bidder willing to attend the auction sale hosted by the Company.
3. "The Seller" shall mean the mandator who provides the Lot and agrees to appoint the Company as its exclusive agent to sell the Lot at the Online Auction and participate, and cooperate, in exhibitions prior to the Auction if so required by the Company.
4. "The Lot" shall mean the item delivered to the Company to be sold in an online auction, especially the single or multiple pieces of items.
5." Bid price" shall mean the highest bid with respect to one particular auction item accepted by the auctioning party via online.
6. The "Buyer's Premium" shall mean the fee based on a certain percentage of the Online Bid price paid by the Buyer; the percentage shall be as prescribed in Article 2, Section 4a.
7."The Reserve Price" shall mean the lowest price agreed by the Company and Seller. The Lot cannot be sold at a price lower than such price.
8."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 author, history, year, age, culture or origin of the Lot, for which the accurate description is not reflected on the website and the value of the Lot on the online auction day is far less than the value it should have according to the description on the website. Therefore, no online auction item will become a counterfeit as a result of any damage and/or any repairing in any manner (including repaints).
9."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).
10. The "Seller Service Fee" shall mean the fee paid to the Company by the Seller.
Article 2.The Buyer
1. The Company as the Agent
The Company, shall act as the agent of the Seller. Except otherwise provided, items successfully sold in the online auction held by the Company shall be bound by the online agreement made by and between the Seller, through the agency of the Company, and the Buyer.
2. Prior to the Auction
a. Authentication
We strongly recommend that the prospective buyers conduct their own authentication according to condition report via website for the items they are interested in bidding prior to the online auction. Dut to the online auction, the company does not make another display of the items. We provide no guarantees to the buyer including but without limitations whether the Lot is a counterfeit or the authentication of the Lot's certificates.
b. Important Notice
Attention, the Prospective Buyers: As far as possible, the descriptions of online auction items will mention obvious defects of the items; however, they do not necessarily include all flaws, defects, or incomplete aspects. The Company does not guarantee that the Lots have not gone through readjustment or repair or allude anything about the current state or storage conditions of the items. Any omission on the website description regarding the current condition or the appraisal of defects in the items by no means represent that those items are in good condition, function normally. We strongly recommend the Prospective Buyers to personally view the description and condition report for the items for which they plan to bid before the online auction. However, any description on the website or any statement provided by the Company is purely the Company's subjective opinion and not a statement of fact, not for representations or warranties. The Prospective Buyer completely understands and acknowledges that all of the items on online auction are being sold in "as is" condition. The Company does not provide any representation or guarantee as to the conditions of any of the items.
c. Symbol Key
The following key explains the symbol you may see on the website.
?Guaranteed Property
The Seller of the Lots with this symbol next to the Lot number has been guaranteed a minimum price from one online auction or a series of online 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 Buyer's Premium.
d. Website Explanations
Any statement of the author, history, date, year, size, material, ownership, authenticity, origin, condition of preservation or estimated selling price of any of the Lots and certificates thereof shown on the website or the authentication opinion made by the Company, or any other verbal or written statements made separately shall be solely statements of opinions and shall not be deemed the basis for the statements of actual fact. The photographs shown on the website 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 online 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 on the website 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.
e. Responsibility of the Buyer
The Buyer is responsible for clarifying and satisfying himself about the condition of the items and any related matters stated on the website descriptions and making his/her own judgment or estimation independently regarding the items.
3. In the Online Auction
a. Online Bids
The company is through Invaluable Online bidding, the prospective buyer can bid the Lot via the website, and assume the independent responsibility of buyers. This service is free and confidential. For information about registering to bid via Invaluable, please refer to Ravenel.com. The Bidders using the Invaluable online bidding service are subject to the additional terms and conditions for online bidding via Invaluable, which can be viewed at the website and the company could be modify the transaction online agreement from time to time.
b. Estimates
Online auctions are held and settled in US dollars, if the buyer is required to pay other currencies in its equivalency based on the exchange rate announced by the Company.
c. Refusal of bid online
Online auction in Invaluable website, the company will receive the prospective buyer bidding information before the end of the online auction, the company has the right to target the prospective buyer for credit verification and request the prospective buyer to provide proof of identity and other data . . The Company has full discretion to exercise the right to refuse any person to participate in the online auction.
d. The Bidding Deposit
If the company has doubt about the bidder's credit, the company may require the bidder to pay the bidding deposit. If the bidder does not pay the bidding deposit, the company has the right to refuse the bid.
(1)If the bidder is not able to purchase any Lot and has no outstanding debts to the Company, the Company will return the bidding deposit to the bidder.
(2)If the bidder becomes the Buyer, the Company has the right to transfer the bidding deposit into the payment (including but without limitation, Bid price, Buyer's Premium, Costs and expenses for shipping and related costs) of the Lot for which transaction is concluded. And the Company will return the balance of the deposit to the Buyer (if any). If the Buyer ,without any good cause, fails to pay any and all payment (including but without limitation, Bid price, Buyer's Premium, Costs and expenses for shipping and related costs) of the Lot to the Company within 21 days after the successful online bid date ,the Buyer shall not claim for the return of the bidding deposit.
e. 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.
f. The decision to bid
The company has the absolute power to reject any bid, push for bids at his discretion, withdraw any online auction items, separate or combine two or more online auction items, and if there is any error or dispute, re-auction the items. The company will notify the notice of matters on the website before before the start of the online auction, the prospective buyer shall pay attention for any announcement as its own responsibility.
g. Successful Bids
Under the sole discretion of the company, the winning bid shows the acceptance of the highest bid price, i.e., the Seller and the Buyer agree the bid price at the online auction, enter into a successful auction agreement. The Buyer shall be responsible to the Seller for performing the obligations and responsibility of a Buyer.
4. Following the Online Auction
a. The Buyer's Premium of Each Lot
(1) The Buyer should pay the bid price and, in addition, the Buyer's Premium to the Company. For bid price below HK$ 8,000,000 (inclusive), the Buyer's Premium should be calculated at 18% of the bid price.
(2) For bid price higher than HK$ 8,000,000, total amount of the Buyer's Premium should be that the first HK$ 8,000,000 of the bid price should be calculated at 18% and the rest of the amount of the bid price should be calculated at 12%.
b. 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 (whether imposed by any government or elsewhere). The Buyer should be responsible for paying any applicable taxes as required by the law.
c. Payment
The Buyer should provide his/her/its true name and permanent address to the Company upon the successful bid. Relevant bank information, including but without limitations the payment account, should also be provided upon the company request. All payments due (including the bid price, Buyer's Premium and any freight or the expense) should be paid within 21 days following the online auction date. The aforesaid provision also applies if the Buyer intends to export the Lot and (may) need the export permit.
If the Buyer fails to pay to the Company all the payments due, the Buyer will not acquire the ownership of the Lot even if the Company has delivered such item to the Buyer. The exchange rate of the payments to the Company in any currency other than US dollars should be the exchange rate reported by the Hong kong and Shanghai Banking Corporation (HSBC) which announced by the Company and should be based on the certificates issued by the Company
d. 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 successful online bid date for 21 days during the temporary holding period. The insurance coverage will terminate upon earlier collection of such item. The Buyer should be responsible for all risks following expiration of the said 21-day period or the collection (whichever is the earlier).
e. Referral of Packaging or Transportation Companies
The shipping department of the Company may introduce the forwarder, assist in the arrangement of delivery, or purchase particular insurance upon the Buyer's request. The Company will not be held liable for any legal responsibilities in this regard. And the Buyer shall prepay the freight charges. Costs and expenses for shipping and insurance shall be paid in advance.
f. Remedies for Non-Payment 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 21 days following the successful online bid date:
(1)An interest at the annual rate of no higher than 10% plus the base lending rate of Hong kong and Shanghai Banking Corporation (HSBC) will be imposed on all of the payment due if payment is not made within 21 days following the successful online bid date. Besides, we have the right of charging also 1% selling price (including of bid price and Buyer's Premium) multiplied by the number of delayed days as punitive damage for the default. The payment to be made by the Buyer may offset any payment owed by the Company or its subsidiaries to the Buyer for any other transactions upon the Company's sole decision.
(2)To exercise lien of any items owned by the Buyer and held by the Company for any purpose including but without limitations other transactions. The Company may arrange to sell such items after serving a 14-day notice to the Buyer about his/hers/its 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 bidding deposit from the Buyer before accepting any future bids from him/her/it. If the Buyer fails to make payment within 35 days, the Company is entitled to exercise one or more of the following rights in addition to the aforementioned:
(a)To bring legal proceedings against the Buyer on behalf of the Seller to claim the entire payment due and the legal fees and attorney fees resulting from such proceeding based on a total claim.
(b)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.
(c)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.
h. No Collection of the Lot Sold
The Company will arrange for the storage of the Lot if such item sold is not collected within 21 days following the successful online bid, regardless of payment. Such storage cost will be borne by the Buyer. Only when the storage, handling, shipping, insurance cost and any other expenses together with any other payments due to the Company are paid in full can the sold Lot be collected.
i. 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 21 days following the successful online bid date; 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/her/its behalf, the Company is entitled to collect monies made in connection with such an application and any miscellaneous 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 2, Section 6. Otherwise, whether the Buyer, the Company, any employees or agents of the Company will not be held liable for any statements of the author, history, date, year, ownership, authenticity or origin of any online auction item or any errors with respect to any explanations and any flaws or defects of any online auction item. The Buyer, the Company, the employees or the agents of the Company make no guarantee impliedly or explicitly with respect to any online auction items. Any warranty of any kind shall not be included herein.
6. Return of Payments for Counterfeits or stolen goods
The transaction will be cancelled and payments made before remit to the Seller will be returned to the Buyer if the Lot of the Company is confirmed to be a counterfeit or stolen goods, or involved in obvious illegality by the professional appraisal party agreed and recognized by the Company in writing. However, if:
a. During the online auction, the website explanations generally accepted by the academic or professional fields or explicitly indicates it conflicts with the opinions generally accepted by the academic or professional fields.
b. Or the method used to prove that the Lot is a counterfeit or stolen goods is a scientific procedure not generally accepted for use or a procedure unreasonably expensive on the day of the online 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 successful online bid date that he/she considers the relevant auction item a counterfeit or stolen goods.
(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 successful online bid date without any damage.
(3)Upon returning the Lot, the Buyer must present evidence as soon as possible to convince the Company that the Lot is a counterfeit or stolen goods?The Company has the final and sole discretion and decision and such decision shall not be objected in this regard?. 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 cannot claim interests.
The interests of the warranty cannot be assigned and belong solely to the Buyer who receives the original invoice on which such Buyer's name is recorded 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 or stolen goods based on a scientific procedure or any other procedure, regardless of whether such procedure is being used on the day of the online auction. If the result of appraising and verifying whether the Lot is a counterfeit or stolen goods by the Company conflicts with the evidence provided by the Buyer, the Company's said result shall prevail over the evidence provided by the Buyer.
Article 3.The Seller
1. The Company as the Agent
The Company acts as the agent of the Seller. The Closing Agreement of the Lot is the agreement by and between the Buyer and the Seller, through the agency of the Company on behalf of the Seller. The Seller shall be responsible to the Buyer for performing the obligations and responsibility of a seller.
2. Expenses
The Seller shall bear costs relating to the following regardless of whether the Lot is sold:
a. Packing of the Lot and shipping to the Company is designated for the auction.
b. Any applicable shipping insurance.
c. The packaging and shipping if the item is delivered back to the Seller. If the Lot were imported from overseas, shipping costs and import taxes shall paid by the Seller.
d. Insured under the Company's insurance policy , the insurance premium rate is set out in Article 3, Section 3b.e. Any applicable custom duties.
f. Website illustration fee.
g. Any repairs made to the Lot as per prior agreement with the Seller.
h. Framing and mounting.
i. Authentication made by independent professionals appointed by the Company, which the Company believes to be necessary in preparing the website explanations.
j. Any independent professional opinions appointed by the Company, which the Company deems proper.
k. The storage, loading and unloading and custody of the Lot after the online auction.
l. Any marketing and promotional expenses
3. Insurance Coverage to be Arrange by the Company
a. Unless otherwise agreed by the Company, the Lot will be automatically insured under the Company insurance policy in the amount as deemed appropriate and estimated by the Company. However, the insured amount is not the amount the Company undertakes to be successfully reached during the online auction.
b. The Company will collect 1% of the Reserve Price as the insurance fee 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 online auction item. The Company will refer a freight forwarder if necessary. However, in no event shall the Company be not responsible for any legal responsibilities and liabilities incurred therefrom.
c. The Lot will remain insured up to 21 days after the successful online bid date. If the Lot has not been sold, it will be at the Seller's risk.
d. We are unable to accept responsibility for damage caused by woodworm or changes in atmospheric conditions, moisture, typhoon, earthquake force majeure or unforeseeable conditions, or any reason not attributable to the Company.
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 makes all the payments and the Lot is delivered to the Buyer. The Seller must indemnify the Company, the employees and agents of the Company and the Buyer (if applicable) any claims in connection with the online auction against the Company, the employees and agents of the Company and the Buyer, regardless of the cause of such claim, without any conditions. The Seller must be responsible and also pay for the expenses incurred as a result of such claim if requested by the Company, the employees and agents of the Company and the Buyer, even if such expenses are made as a result of negligence by the Company, the employees and agents of the Company and the Buyer without proof of legal responsibility. The Seller must inform by himself/herself the underwriter of the Seller the provision herein.
5. Commitments Made by the Seller with Respect to the Lot
The standards for the Company to handle the Lots are provided hereunder. These standards also stipulate and limit the sale 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 should base the purchase and handling of online auction items on the following undertaking made by the Seller:
a. The Seller is the only legal owner of the Lot and has the unlimited rights to assign his/her/its ownership in full to the Buyer which should not concern any third party right or claim (including mortgage-free, free from encumbrances and no third party rights or claims case).
b. The Seller complies with all the laws in connection with the import and export of online auction items and any other laws and has notified the Company in writing any failure to comply with such rules in the past.
c. The Seller has notified the Company in writing of any major modifications in the Lot to the best of his/her/its 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 now or in the future, the Seller must guarantee, if requested, to identify fully the Company and/or the Buyer all the claims, legal fees, attorney fees or other costs and expenses arising herefrom, whether caused by the Lot or the online auction proceeds.
6. Online Auction Arrangements
a. The Company has absolute discretion over the description of the online auction on the website, 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.
b. 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.
c. The Seller cannot withdraw the sale of the Lot without obtaining the prior written consent from the Company. The Company reserves the right to withdraw, suspend, or terminate the sale and authorization of 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 3, Section 5a, b. or c.
(2)Any violations of the Transaction Online Agreement.
(3)The Company deems it inappropriate to include the Lot in the online auction.
d. Withdrawal of Mandate or Authorization
(1)The Seller may not withdraw, suspend or terminate his/her/its mandate for the Item(s) or the authorization to the Company under this Agreement without prior written consent of the Company.
(2)In the case of such withdrawal, suspending or termination stated in Articles 3, Section 6c, the Seller shall pay the Company an amount equivalent to 40% of the Reserve Price as punitive damages in addition to the compensation for damages or economic loss to the Company.
(3)In case of default or breach of this Agreement, the Company may cancel or terminate this Agreement anytime and the Seller shall also pay all costs and expenses incurred by the Company under this Agreement.
7. Auction Rules
a. The Company will auction the item according to the Reserve Price for online bidding process. b. If the bid price is lower than the Reserve Price, the Company is in no way to be held liable; however, the Company is entitled to auction the item at a price lower than the Reserve. If the Company so auctions the item, the Company is responsible to pay the Seller the difference between the bid price and the Reserve Price.
c. The Seller may not increase the price with his/her/its own or other third parties' name, nor participate in the bidding of his/her/its commissioned item(s)with his/her/its own or other third parties' name, however, the Company is authorized to bid on behalf of the Seller at the price not higher than the Reserve Price.
d. If Seller bid up prices of the commissioned Lot without fair reason on his/her/its own name or other third parties' name, or participate in the bidding on his/her/its own name or other third parties' name and enter into a successful bid, it shall be construed as the conclusion of the online auction of the Lot, and the Seller shall also assume the responsibility of the buyer, including but without limitation payment.
8. After the Successful Auction
a. Settlement
Upon the successful auction, the Company will request the Buyer to make full payment no later than within 21 days following the successful online bid date. Upon payment by the Buyer, unless the Company receives a notice claiming such auction item is a counterfeit or stolen goods, the Company will remit to the Seller within 35 workdays following the successful online bid date an amount equal to the Bid price or the Reserve Price (if the Reserve Price is higher than Bid 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 7 workdays following the payment in full by the Buyer. As to any reason the company payment to Seller before received payment from the Buyer, the company will acquire the ownership of the Lot. If a Lot is a counterfeit or stolen goods, the company were forced to withdraw the lot from the Buyer, the Seller shall return the entire payment received to the Company without objection.
Unless otherwise instructed by the Seller in writing, the Company will make its payment in US dollars. If the Seller requests to pay in currencies other than US dollars, the exchange rate should be reported by the Hong kong and Shanghai Banking Corporation (HSBC) which announced by the Company to calculate the payment.
b. Closing of the Transaction and Seller Service Fee(1)The transaction is closed when the Buyer has paid the Company in full after the online auction.
(2)The Seller Service fee which is 10% of the Bid price or the Reserve Price (if the Reserve Price is higher than Bid price) (taxes included), is payable by the Seller to the Company upon the conclusion of the online auctioned Lot.
c. Non-payment by the Buyer
If the Buyer fails to make all the payments due within 21 days following the successful online bid date, 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. Any and all damages, costs, expenses or fees incurred shall be borne by the Seller. However, the Company is not responsible for making payment 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.
d. Counterfeits or stolen goods
If the Buyer convinces or make the Company doubt that the Lot is a counterfeit or stolen good or involved in any illegality within ten (10) days after the successful online bid date, the Company may decide upon its sole discretion as follows:
(1)If the Buyer does not pay the payable payment in full yet, the Company has the right to withdraw the transaction.
(2)If the Buyer has paid the payable payment in full,, the Company may return the selling price (The Company may deduct the reasonable expenses and fees incurred) received from the Buyer and the Lot will be returned to the Seller or forwarded to the Police for handling. The Seller shall not object to the Company's decision and handling in accordance with this Lot and make any claim or allegation. The Company will notify the Seller of such matter and the Seller shall return to the Company without objection the entire payment received within three (3) days of such notification.
In the above circumstances of the Section, the Seller shall pay the Company fees and expenses, all losses, damages or related expenses and fees agreed upon in Article 3, Section 2 within 10 days. In case that the Seller's failure of payment and compensation obligations, the Seller shall pay the interest for delay of the entire payment by the best lending rate of the Hong kong and Shanghai Banking Corporation (HSBC)plus five percent (5%) per annum. In addition, the Company may decide to offset the Seller's payment payable to the Company from the Company's or other subsidiaries' payments due to the Seller in other transactions. The Company will exercise lien for the latter. Any items belonging to the Seller under control of the Company will be kept as security of the payments to be returned.
e. Items Not Successfully Auctioned
(1)Any items not successfully auctioned, not included in the online auction or withdrawn, suspend, or terminate the sale from the online auction for any reason must be collected by the Seller within 35 days upon notification by the Company to the Seller that he/she/it must reclaim the Lot. (2)A storage fee of HK$300 per day per piece will be imposed on each item not collected after such 35 day period together with an additional charge for purchasing insurance coverage. The Seller may not reclaim such item until all the payments due are made.
(3)Such items may be removed to a third party warehouse if not collected in 60 days after the notification of collection is issued. The risk and expenses arising therefrom shall be borne by the Seller.
(4)The Company may dispose of the Lot in the manner it deems appropriate if such item is not collected within 90 days following the auction date or the notice date (whichever is the earlier). Such disposal includes removing the item to a third party warehouse with the associated risk and expenses borne by the Seller and to auction such items under terms deemed appropriate by the Company (including the terms of estimates and the Reserve Price). The Company will pay the Seller the auction proceeds after payments owed are offset.
(5)The Company is authorized to act as the sole agent of the Seller within 35 days following the online auction for any item withdrawn from the auction or not sold. The Company may auction in private the item based on the Reserve Price or sell such item in private at a lower price agreed upon by the Company and the Seller. The Company has the rights to offset all expenses payable by the Seller in advance. Under such circumstances, the Seller's responsibilities and liabilities to the Company are the same as during an auction.
9. Photographs and Display
The Seller agrees the Company have rights to make the photographs, illustration, recordings and other reproduced images of the Lot. The Company owns all rights to the photographs, illustration, recordings and other reproduced images of the Lot made by the Company. All the rights(including but without limitation the copyright) of such images shall belong to the Company and the company is entitled to use such images in any manner it deems appropriate, and the Seller has no objection.
10. Other Matters
a. Taxes
(1)After the Lot sold out, the Seller shall provide passport, ID, company registration document or other necessary document or invoices to the Company for tax filing according to the tax laws of Hong Kong or requirements of competent revenue agency.
(2)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 from the seller. However, the Company shall reserve the rights to claim for the tax amount and other related expenses (including but not limited to interests, penalty and attorneys' fees) from the Seller if the representation made or document provided by the Seller is not true. (3)Where the Seller is not Hong Kong resident, the Seller agrees that the Company may deduct an amount equivalent to 0.5% of the bid price or the Reserve Price (if the Reserve Price is higher than bid price) as Profits tax. The amount to be deducted and filed with competent revenue agency by the Company shall be subject to change once the applicable tax rate is adjusted.
b. Electrical and Mechanical Parts
The Seller must be responsible for maintaining the safe operating condition of the electrical and mechanical parts of the Lot. The Seller must compensate the Company for all damages, the claims, costs and expenses arising out of any violation of the said guarantee and warranty by the Seller.
There are other special additional conditions apply to this provision. The relevant conditions are available at the Company.
Article 4.Terms Applicable to Both the Buyer and the Seller
1. Intellectual Property Rights
Intellectual property rights (including but without limitations, the copyright or patent)of all the images, photographs and written material in connection with the Lot shall maintain and belong to the Company at any time. The Buyer, Seller or any person may not use such items without obtaining prior written consent from the Company.
2. Privacy Rights
The Company will keep the personal information provided by the Seller and the Buyer in strict confidentiality, and manage, protect and process the above personal information properly according to Personal Information Protection Act and the laws and regulations related to privacy rights. The Company will not provide the above personal information to any third party. The obligations agreed to herein shall not apply to personal information which is:
a. Known by the Company, the affiliates and subsidiaries, proxy, consultant of the Company or the person who needs to know for the duty.
b. At the request of court order, any request from each government agencies (including but not limited to the administrative agency and judicial agency) or in accordance with regulations or law of any country.
c. Approved by written authorization of the party who provides the above personal information.
3. Notices
a. The Company shall distribute the notices in writing according to the Transaction Online Agreement herein, Mandate Agreement or contact information provided by the Buyer, or the Seller. The Company may distribute the notices via letter, email, communication application programs, fax or other tangible manners (referred to as "Contact Manner"), When the notification is issued, is considered to be the notice had been issued valid.
b. The Seller or Buyer shall notify the Company in writing of any changes of the Contact Manner.
4. Severability
a. If any part of the Transaction Online Agreement is deemed invalid, illegal or unenforceable by any court, such part can be ignored and the rest of the Transaction Online Agreement continues to be valid and enforceable to the maximum extent permitted by the law.
b. The conditions of the Buyer under Article 2 exclusively apply to the relationship between the Company and the Buyer, which the Seller shall not apply. And the conditions of the Seller under Article 3 exclusively apply to the relationship between the Company and the Seller, which the Buyer shall not apply.
5. This Agreement is entered into the parties in English and Chinese. If there is any conflict with two versions, the Chinese version shall prevail.
6. This Agreement may be revised or modified by the Company from time to time, and the Prospective Buyer, the Buyer and the Seller agree to obey the revision or modification.
7. Jurisdiction
If there is any dispute incurred regarding the Transaction Online Agreement or related matters, the Company, the Seller, the Buyer shall negotiate amicably first, and agrees that the Transaction Online Agreement are governed under the Hong Kong laws and the interpretation and effect of the Agreement shall be subject to the laws of Hong Kong. The Buyer and Seller shall submit themselves to the exclusive jurisdiction of the Hong Kong courts and the appeal courts.
