AUCTION TERMS AND CONDITIONS

Chapter 1 Lot

1. Article for Sale at Auction (Lot)
The Company shall sell by auction works of art and other items (“Lot”) consigned to be sold at an auction held by the Company.

2. Condition of Lots
Because of their nature, the items to be auctioned are not new and are placed and sold at an auction as is condition. The Company shall not be responsible for any defect in the Lots, such as stain, scratches, or other faults, damage, or age-related deterioration.

3. Viewing
(1) The Company may hold a viewing prior to an auction.
(2) The Company may ask any person who wishes to attend the viewing to present identifications, and a person so asked must do so. The Company may, at its discretion, refuse admission of any person who wishes to attend the viewing or request such person to leave the viewing. In this case, such person shall immediately follow the Company’s instructions.
(3) If a person who attends the viewing causes any harm or any other damage to the Lot, the Company may seek damages from such person.
(4) Prospective buyers must inspect the Lots at the viewing and place bids at their own discretion and responsibility.
(5) Schedule and venue of the viewing shall be announced in advance and stated in the catalogues in principle, but may be changed at the Company’s discretion. The Company shall not be responsible for any change in the schedule and venue of the viewing.

4. Catalogues
(1) The Company shall prepare catalogues of the Lots for sale for the reference of the prospective buyers and publish electronic catalogues on the Company’s website.
(2) Illustrations reproduced in the catalogues (including electronic online catalogues; the same shall apply hereinafter) and reports for use by the prospective buyers (catalogues and reports shall be hereinafter collectively referred to as “Catalogues, etc.”) are for reference purposes only and do not accurately represent the color, shape, and condition of the Lots.
(3) Descriptions and explanations stated in the Catalogues, etc. (including the artist’s name, title, medium, signature, dimensions, number of copies, year of production, place of production, condition, sign of restoration, authentication, provenance, exhibition history and literature) are based on the research by the Company and described only for the reference of the prospective buyers.
(4) The estimate stated in the Catalogues, etc. (both upper and lower limits are indicated in Japanese yen) is deemed appropriate by the Company based on the current market conditions for the Lots and other factors, and is stated for the reference of the prospective buyers. The actual sale price at an auction shall not be bound in any way by this estimate and may be more or less than the upper or lower limit of the estimate. Provided, however, that in principle, no Lots will be sold at a price less than a reserve price (this price is not published and is set irrespective of the lower limit of the estimate) previously set with a consignor (seller).
(5) The prospective buyers shall place bids on the Lots based on their own judgment and responsibility, and except as specifically set forth in these Auction Terms and Conditions, the Company shall not be responsible for the color or shape of the illustrations, condition, descriptions, or any other information stated in the Catalogues, etc.
(6) Descriptions and explanations stated in the Catalogues, etc. are subject to change without notice. This change will be announced in writing or orally at the sale room. The prospective buyers must, at their own responsibility, check the details of the change in advance. In the event of a change, the auction shall be deemed to have been made in accordance with the changed contents.
(7) The Company shall not accept the cancellation of a successful bid due to the difference between the information stated in the Catalogues, etc. and the actual Lot.
(8) Unauthorized reproduction or use of the Catalogues, etc. (images, texts, etc.) is prohibited without the Company’s permission.

Chapter 2 Auction

5. Registration
(1) A prospective buyer and his/her agent must perform registration procedures designated by the Company in advance. Registration shall be made according to the following methods:

i) Fill out the form prescribed by the Company, present the identification documents separately designated by the Company and submit the form along with the copy of the identification documents;
ii) Register the necessary information in the registration form on the Company’s website and submit the identification documents separately designated by the Company; or
iii) Other methods designated by the Company.

(2) A prospective buyer who has registered in advance must receive the confirmation of the registration at the reception on the day of the auction. The Company may ask for the presentation of the identification, and a person so asked must do so. If the registration cannot be confirmed, the Company may refuse the admission to the sale room at its discretion.
(3) The Company may, at its discretion, refuse the registration of any prospective buyer or, even if he/she has been registered, refuse his/her admission to a sale room or request to leave the sale room without providing any reason. In this case, such prospective buyer shall immediately follow the Company’s instructions.

6. Paddles
(1) On the day of the auction, after a prospective buyer confirms the methods of auction and bidding conditions in the confirmation document prescribed by the Company, signs such confirmation document in order to express his/her consent to the contents, and submits it to the reception, the Company shall assign a numbered paddle in exchange.
(2) When an auctioneer requests prospective buyers to hold paddles up to make them easier to recognize, the prospective buyers shall immediately follow the instructions.
(3) A prospective buyer shall be aware of his/her paddle number at all times and pay attention to the paddle numbers called out by the auctioneer.
(4) If a prospective buyer loses a paddle, he/she shall immediately notify the Company’s staff at the sale room.
(5) Prospective buyers shall return the paddles to the Company’s staff when leaving at the end of or during the auction.
(6) Prospective buyers shall manage the paddles assigned to them at their own responsibility, and the Company shall not be responsible for any failure to place bids due to the loss of the paddle, or for any damage caused by the unauthorized use of the paddle transferred to a third party.

7. Method of Auction
(1) The auction will be conducted by the auctioneer selected by the Company by the bidding-up system, and the starting price and increments of bidding shall be at the discretion of the auctioneer. If the auctioneer determines that a bid amount is not appropriate, the auctioneer may choose not to accept such bid.
(2) The bid price shall not include the Company’s fee, consumption tax on the fee, and other expenses (shipping fees, etc.; the same shall apply hereinafter), and a prospective buyer shall approve in advance that upon the successful bid of the Lot and conclusion of a sales agreement, he/she shall pay the Company the sum of the prescribed fee (buyer’s premium), consumption tax on the fee, and other expenses for the hammer price. (However, in the case where the successful bidder is a non-resident in Japan, consumption tax on the fees shall be excluded; the same shall apply hereinafter.)
(3) The bid price on the screen monitor installed at the sale room shall be displayed in Japanese yen and other currencies, but any amount displayed in a currency other than Japanese yen shall be a reference amount only and shall not necessarily reflect the correct exchange rate at the time of the auction, and the sale of the Lot shall be made in Japanese yen.
(4) An auction participant shall be a person who has registered, obtained approval from the Company, and received a paddle. Unless agreed with a consignor in advance, the Company shall not publish the consignor’s name and shall not disclose a reserve price even if a reserve price is set.
(5) An auction participant shall be deemed to wish to participate as a principal unless he/she notifies the Company in advance in writing of his/her desire to participate as an agent or messenger of another person and the Company approves to that effect in writing. More than one person may not place bids for the Lot under the joint name.
(6) The Company may place bids for the consignor until the reserve price is reached, and such bids shall be made through an auctioneer or by other methods at the Company’s discretion.
(7) The auction shall be conducted in order of the Lot numbers listed in the catalogues, but the Company may withdraw the scheduled Lots or change the order of the Lots without prior notice.
(8) A prospective buyer shall express his/her intention to purchase the Lot to the auctioneer by raising the assigned paddle so that the auctioneer can recognize it, or through gestures or other methods. If a prospective buyer determines, at his/her discretion, that the auctioneer does not recognize his/her intention, he/she shall immediately have to take actions that will draw the attention of the auctioneer.
(9) Bids may be placed in person at the sale as well as by written and online absentee bidding, telephone bidding, and live bidding using the live auction systems provided by the Company. Bids by such methods shall be made in accordance with the provisions of Article 8.
(10) A prospective buyer shall be bound by the price of his/her current bid until any other person places a bid at a higher price, and such bid shall be void when any other person places a bid at a higher price and the auctioneer accepts it.
(11) A successful bid shall be finally decided when the auctioneer calls out multiple times the highest price that he/she can recognize from among the bids and then brings down the hammer. The highest price at the time of bringing down the hammer shall be the “Hammer Price,” and the person who has placed a bid at the highest price shall be the “Successful Bidder.” Provided, however, that if the auctioneer deems it necessary to continue the bidding, he/she may resume or restart the bidding for the relevant Lot again at his/her discretion.
(12) In the event of any dispute between auction participants or between the auctioneer and an auction participant, the final Successful Bidder shall be determined either by restart of the bidding or judgement of the auctioneer, and all of the auction participants and relevant persons shall comply with the decision of the auctioneer. The auctioneer may also refuse any bid at his/her discretion.
(13) When the auctioneer brings down the hammer and the successful bid is finally decided, a sales agreement shall be concluded between the Company and the Successful Bidder for the Lot under which the bid price for such Lot shall be the sales price, and the Successful Bidder shall be obliged to pay the Company the sum of the buyer’s premium for the Hammer Price and consumption tax on the premium.
(14) No person may raise any objection to the successful bid of the Lot for which the Successful Bidder is decided after the auctioneer starts the auction of the next Lot.
(15) The Company may take photographs and record videos using equipment such as video cameras in the sale room.

8. Written Bidding, Online Absentee Bidding, Telephone Bidding, and Live Bidding
(1) Any person registered with the Company may place bids in person directly at the sale, as well as submit prior written bids, online absentee bids on the Company’s website, or place bids by telephone or by live bidding using the Company’s live auction system on the day of the auction.
(2) A written and online absentee bid shall be made by submission of the form prescribed by the Company or by the submission of the application on the Company’s website, and if the form does not include all or some of the required information, the Company may, at its discretion, determine that a written or online absentee bid or cancellation of it is void.
(3) A person who wishes to place absentee bids in writing or by online may, in principle, place or cancel a bid by submitting the form prescribed by the Company or by submitting an application on the Company’s website by 8:00 pm JST on the day before the day of the auction; provided, however, that the Company shall not be responsible if the bid or cancellation is not executed at the auction due to the form not being received or bidding data or cancellation request not being received normally due to issues with mail, failure of facsimile lines, failure of the Internet lines, or for any other reason.
(4) In the event of an application for absentee bids in writing or by online, if the bid prices for the same Lot are exactly the same, in the case of written bids, the bid which arrives at the Company first shall prevail, and in the case of online bids, the bid acknowledged to have been received by the Company first shall prevail. If the bids with the same bid prices arrive at the same time, the Company will select the person by drawing.
(5) The Company may refuse any written or online absentee bids without providing any reason and shall not be responsible for it.
(6) The Company shall not be responsible for any error or failure for any reason whatsoever on handling of written or online absentee bids.
(7) If a written or online absentee bid price and a bid price by any bidder in the sale room are the same, the determination of which bid to accept shall be made by the auctioneer at his/her discretion.
(8) A person who wishes to bid by telephone or cancel an application may, in principle, apply for or cancel telephone bidding by submitting the form prescribed by the Company or by submitting an application on the Company’s website by 8:00 pm JST on the day before the auction day. The Company shall call the telephone number designated by a prospective buyer from the telephone set up at the sale room prior to the Lot which the prospective buyer wishes to bid, and the prospective buyer may place bids through such telephone line; provided, however, that the Company shall not be responsible if the bid or cancellation is not executed at the auction due to the submission not being received due to issues with mail, failure of facsimile lines, or failure of the Internet lines, as well as the misconnection or mishandling of a phone call, no response, or the like.
(9) Since the number of telephones installed at the sale room is limited, if there are many applicants, the Company may decide participants at its discretion. The Company may also, at its discretion, refuse the application for participation by telephone.
(10) Any person who wishes to participate online in a live auction must pre-register on the Company’s website in advance.
(11) The Company shall not be responsible if an online live bid using the live auction system is not executed at the auction due to any failure of the Internet lines, failure of systems, delay of communication, or any other reason. The Company may also choose not to accept online live bids at its discretion.
(12) If changes are made to the descriptions or explanations stated in the Catalogues, etc., the Company shall deem the announcement at the sale room to be the notice of such changes and shall deem that the absentee bids in writing or by online, as well as bids by telephone and the live bids have been placed in accordance with the changed descriptions and explanations. The Company shall endeavor to give notice of such changes to the extent possible, but the Company shall not be responsible for any failure to give notice of such changes to the prospective buyers in advance.
(13) In any case of written bidding, online absentee bidding, telephone bidding, or live bidding, the bid price shall not include the buyer’s premium, consumption tax on the premium, and other expenses.
(14) If a person placing a bid by written bidding, online absentee bidding, telephone bidding, or live bidding becomes a Successful Bidder, the Company shall give notice of the successful bid to the Successful Bidder who has designated an address in Japan as the billing address by sending an invoice by mail or e-mail promptly after the auction. If an address outside Japan is designated as the billing address, an invoice shall be sent by e-mail promptly after the auction.

Chapter 3 Successful Bidder

9. Payment of Purchase Price
(1) The Successful Bidder must pay the Company, in addition to the Hammer Price, as the buyer’s premium and consumption tax on the premium, the amount equal to 16.5% of the Hammer Price (including consumption tax), or the amount equal to 15.0% of the Hammer Price if the Successful Bidder is a non-resident in Japan.
(2) The Successful Bidder must pay the Company the sum of the Hammer Price, the buyer’s premium, and consumption tax on the premium (this sum shall hereinafter be referred to as “Purchase Price”) in Japanese yen within ten (10) days from the day of the auction (if the last day of this period is not a business day, then the following business day), by cash, by a bank cashiers check of a bank or shinkin bank set forth in the Banking Act of Japan, or by remittance (which is required to arrive within the due date) to the following bank account. The Successful Bidder shall bear the fee for the remittance.

Mizuho Bank, Ltd. (SWIFT/BIC code: MHCBJPJT)
Branch: Aoyama (Branch code: 211)
Account Number: 3134995
Beneficiary: New Auction Inc.

10. Risk of Loss and Transfer of Title
(1) The Successful Bidder shall assume the risk of the purchased Lot at and after the conclusion of a sales agreement for the purchased Lot (the time when the auctioneer brings down the hammer under paragraph 11 of Article 7). The Successful Bidder shall assume the risk of destruction, loss, theft, damage, defacement, etc. due to a cause not attributable to the Company and shall not be released from the payment of the Purchase Price.
(2) Title to the purchased Lot shall not pass to the Successful Bidder until the Successful Bidder completes the payment of the Purchase Price and the Company delivers the purchased Lot to the Successful Bidder, and title to the purchased Lot shall pass to the Successful Bidder at the time when the Company delivers the purchased Lot after the Successful Bidder completes payment of the Purchase Price.

11. Delivery of Purchased Lot
(1) After the Successful Bidder completes the payment of the Purchase Price, subject to the submission to the Company of a receipt with a signature, the Company shall deliver the purchased Lot; provided, however, that if the Successful Bidder has other obligations due to the Company in addition to the Purchase Price, the Company shall not deliver the purchased Lot until all of such obligations are fulfilled in addition to the Purchase Price. (The Purchase Price and all obligations due to the Company shall hereinafter be referred to as “Purchase Price, etc.”)
(2) The Successful Bidder shall collect the purchased Lot at the Company’s office or at the place designated by the Company within twenty (20) days from the day when the payment of the Purchase Price, etc. is completed (“Collection Period”). If the Successful Bidder is unable to collect the Lot at such place by himself/herself, the Successful Bidder may, at his/her own responsibility and expense, entrust an agent, messenger, or a shipping company with the collection or shipping of the Lot. Upon receipt of the purchased Lot from an agent, messenger, or shipping company, the Successful Bidder shall immediately issue to the Company a receipt with his/her signature.
(3) The costs for collection of the purchased Lot shall be borne by the Successful Bidder, and the Company shall not be responsible for any accident at and after the time of delivery (the time when the Company delivers the purchased Lot to the Successful Bidder, his/her agent or messenger, or a shipping company). If the Company arranges a shipping company upon request from the Successful Bidder, such arrangement is only a favor of the Company, and the Successful Bidder shall take measures against the risk associated with the shipping through the purchase of insurance, etc., and the Company shall not be responsible for any accident (destruction, loss, theft, damage, defacement, etc.) at and after the time of delivery, including the suitability of the selected shipping company. The Successful Bidder must pack the purchased Lot as he/she considers appropriate at his/her own judgement, responsibility, and expense. The Company may pack the purchased Lot at the time of delivery in a manner the Company deems appropriate by its favor but shall have no responsibility whatsoever for such packaging.
(4) The Successful Bidder may inspect the purchased Lot upon collection, and whether or not the Successful Bidder has actually inspected it, if the Company delivers the purchased Lot to the Successful Bidder (including an agent, messenger, and shipping company), the Successful Bidder may not, at and after the time of delivery, claim any mistake, damage, or defacement, terminate a sales agreement due to any mistake, damage, or defacement, or make any other claim against the Company, except in the case of the Company’s willful misconduct or gross negligence. Provided, however, that if the Company delivers a Lot different from the purchased one mistakenly, the Company may request the return of such Lot, and the Successful Bidder must comply with such request.
(5) The Successful Bidder must submit to the Company a shipping instruction form for the purchased Lot prescribed by the Company in order to collect the purchased Lot. If the Company delivers the purchased Lot to the person who submitted the shipping instruction form for the purchased Lot prescribed by the Company, the Company shall not be responsible for any accident such as the purchased Lot being received by a person other than the Successful Bidder.
(6) If the Successful Bidder is unable to collect the purchased Lot within the Collection Period, the Successful Bidder shall bear the costs for storage and insurance of the purchased Lot designated by the Company from the end of the Collection Period until the time of collection.

12. Handling of Lots Stolen, Lost, or Registered without Entitlement
(1) Before the Company delivers the purchased Lot to the Successful Bidder, if the purchased Lot is requested to be returned for the reason that such Lot is stolen, lost, inherited or otherwise, by a person claiming to be a true owner of such Lot, or if it is found that the purchased Lot is identified as an item whose trade or possession is prohibited pursuant to the provisions of law, the Company may terminate a sales agreement without any demand to the Successful Bidder. In this case, if the Company has received the payment of the Purchase Price from the Successful Bidder, the Company shall refund the payment without interest, and the Successful Bidder may not claim damages or make any other claim against the Company.
(2) If the chief of police, etc. orders the Company to retain the custody of the purchased Lot pursuant to the provisions of Article 21 of the Secondhand Articles Dealer Act (Law No.108 of 1949, as amended thereafter) and the last day of such retention period arrives after the expiration of the Collection Period, the Company shall not deliver the purchased Lot to the Successful Bidder until the end of such retention period, and the phrase “within twenty (20) days from the day when the payment of the Purchase Price, etc. is completed” in paragraph 2 of Article 11 shall be read as “within three (3) days from the last day of the retention period ordered by the chief of police, etc.” and shall apply accordingly. The Company shall not be responsible for any damage caused by the delay in delivery due to such retention.
(3) If, before the Company delivers the purchased Lot to the Successful Bidder, the Successful Bidder is found to be illegally registered despite not being eligible to be registered for auction, the Company may terminate the sales agreement without any demand to the Successful Bidder. In this case, if the Company has received payment of the Purchase Price from the Successful Bidder, the Company shall refund the payment without interest, and the Successful Bidder may not claim damages or make any other claim against the Company.

13. Default by Successful Bidder
If the Successful Bidder fails to complete the payment of the Purchase Price, etc. by the due date, the following provisions shall apply:
(1) The Successful Bidder shall pay a late payment charge at the rate of 14.6% per annum for the outstanding balance of the Purchase Price, etc. from the day following the due date until the full payment is completed.
(2) If the Successful Bidder does not pay the Purchase Price, etc. to the Company as demanded by the Company, the Company may terminate the sales agreement by sending a written notice of demand for payment and termination of the sales agreement; provided, however, that if such notice sent to the address of the Successful Bidder registered with or notified to the Company is returned because of the absence or unknown of the recipient, or if the Successful Bidder refuses to receive such notice, the Company may terminate the sales agreement upon the expiration of the due date stated in such notice even if such notice does not arrive at the Successful Bidder. The sales agreement shall be deemed to have been terminated at the time when such notice should normally arrive at the registered or notified address, and the Successful Bidder shall approve it in advance.
(3) If the sales agreement is terminated pursuant to the preceding paragraph, the Company may sell such purchased Lot again to a third party without setting a reserve price through an auction held by the Company or private sale. If the sale price of the purchased Lot to a third party is less than the Purchase Price of such purchased Lot, the Successful Bidder must pay the Company the difference thereof and a late payment charge for the difference at the rate of 14.6% per annum from the date of conclusion of the terminated sales agreement until completion of the payment. Even if the sale price of the purchased Lot to a third party exceeds the Purchase Price of such purchased Lot, the Successful Bidder may not claim the difference from the Company.
(4) If the sales agreement is terminated pursuant to paragraph 2 of this Article and the consignor wishes to retrieve the Lot as a result of consultation with the Company, the Company may return such Lot to the consignor without complying with the provisions of the preceding paragraph. In this case, the Successful Bidder must pay the Company an amount equal to the buyer’s premium payable by the Successful Bidder to the Company through this auction and a late payment charge at the rate of 14.6% per annum for the amount equal to the buyer’s premium from the day of such auction until completion of the payment.

14. Guarantee of Authenticity
(1) If the name of an artist of a Lot is clearly stated in the Catalogues, etc. without reservation, and it is later found that the artist cannot be identified and the Company may acknowledge the fact, the Company shall terminate the sales agreement upon request from the Successful Bidder and refund the Purchase Price (including the buyer’s premium, consumption tax on the premium, and other expenses that the Company acknowledges; hereinafter the same shall apply in this paragraph) in exchange for the return of such Lot, provided that the Successful Bidder fulfills the conditions stated in each of the following items. However, the Company shall assume no responsibility other than the refund of the Purchase Price and shall not bear any interest or damages whatsoever.

i) Within two (2) years from the day of the auction where such Lot is purchased and within three (3) months after the Successful Bidder learns that such purchased Lot is not the work of the artist stated in the Catalogues, etc., the Successful Bidder makes a written demand to the Company indicating the date of the auction, Lot number, and the Hammer Price with objective and reasonable evidence which the Company will be satisfied that such purchased Lot is not the work of such artist. A person who may make such demand shall be limited to the Successful Bidder, and this right of the Successful Bidder may not be assigned or pledged as security to a third party.
ii) The Successful Bidder has full ownership of such purchased Lot, transfers full ownership of the purchased Lot to the Company, and delivers the purchased Lot to the Company in the same condition as that at the time of the auction.

(2) In the case of the preceding paragraph, the Company shall only recognize the authentication of the Lots under the following conditions:

i) With respect to the work of a deceased artist: only if authenticated by any authentication committee, any registration committee, any designated appraiser, or any professional art researcher or expert designated by the Company;
ii) With respect to the work of a living artist: only if authenticated by the artist in question, an agent of authentication approved by the artist, management institution, or any relative designated by law;
iii) With respect to the prints of a deceased artist: only if verified with the Catalogue Raisonne, the relevant published material, or the exhibition catalogue; or
iv) With respect to the prints of a living artist: only if verified with the Catalogue Raisonne, the relevant published material, or the exhibition catalogue, or only if authenticated based on any opinion of the artist in question, an agent of authentication approved by the artist, management institution, or any relative designated by law.

In any of the cases stated in the preceding items, even if, at and after the publication of the Lot in the Catalogues, etc., any opinion of each authenticator with respect to the authenticity of the Lot is changed, or if any opinion with respect to the authenticity of the Lot is changed as a result of any scientific examination other than the methods used for the authentication stated in the preceding items or any method of examination or analysis which was not available at the time of the auction, and such Lot is found not to be genuine, the sales agreement shall not be terminated, and the Company shall not be responsible for any change in opinion. If it is impossible to verify or research the print work with the Catalogue Raisonne (because the Catalogue Raisonne is not published, the relevant Lot is not illustrated therein or unclear, or data is incomplete or has any misprints), the Company’s opinion shall be the final judgment.

Chapter 4 Sales Consignment

15. Sales Consignment
(1) A person who wishes to consign to the Company the sale of a property (the “Property(ies)”) at an auction held by the Company shall apply for consignment of the sale in accordance with these Auction Terms and Conditions and the Agreement on Sales Consignment separately set forth by the Company.
(2) A person applying for the sales consignment warrants to the Company that he/she has full ownership of the Property on the sales consignment or that he/she is fully authorized by a person with full ownership of the Property to dispose of it.
(3) The Company shall not publish the consignor’s name at an auction or in the Catalogues, etc. unless the consignor consents to such publication.

16. Reserve Price
(1) A person who wishes to consign the sale of a Property may, upon agreement with the Company, set a reserve price of the Property; provided, however, that this price shall be dominated in Japanese yen.
(2) If the reserve price is set, the Company shall not sell the Lot at a price below the reserve price without special reason.
(3) If the Company determines that no bid is likely to be successful due to the reserve price, the Company may make a request for the change of the reserve price to the consignor at any time and with the consent of the consignor, may change the reserve price.
(4) If the consignor does not set a reserve price, the Company may sell the Lot without setting a reserve price on the Lot.
(5) The consignor may not withdraw or change the reserve price once set unless agreed with the Company.

17. Seller’s Commission
The consignor shall pay the Company the seller’s commission, catalogue listing fee, insurance premium, and royalty (the actual costs of the royalty and other expenses paid by the Company to a copyright holder to use the images, etc. of the Property in the Catalogues, etc.) separately stipulated, and consumption tax thereon, regardless of the result of the auction.

18. Termination
(1) If the consigned Property is determined to be inappropriate for auction or if the consignor does not comply with the instructions of the Company, the Company may refuse the application for or terminate a consignment agreement at any time, whether before or after accepting the consignment.
(2) The consignor may not terminate the consignment agreement after concluding it with the Company; provided, however, that the consignment agreement may be terminated if the Company agrees to such termination and the consignor pays the Company damages in the amount separately determined by the Company.
(3) If the Company has already received the consigned Property in the case of termination of the consignment agreement, such consigned Property may be returned at the expense and risk of the consignor.

19. Notice of Sale
If the consigned Property is sold at an auction, the Company shall notify the consignor to that effect without delay.

20. Payment from Company to Consignor
Unless otherwise agreed, the Company shall make payment to the consignor in an amount calculated by deducting the seller’s commission, consumption tax thereon (excluding consumption tax if the consignor is a non-resident in Japan), catalogue listing fee, insurance premium, royalty, and any other advances (such as costs for restoration and authentication) from the Hammer Price within thirty-five (35) days after the day of the auction (if the last day of this period is not a business day, then the following business day). However, if the payment of the Purchase Price, etc. of such consigned Property from the Successful Bidder to the Company is delayed, the Company may delay the payment to the consignor until the Company confirms payment from the Successful Bidder. In the case of such delay in payment, the consignor may not claim any interest, damages, or the like against the Company.

Chapter 5 Miscellaneous Provisions

21. Revision of these Auction Terms and Conditions
The Company may revise these Auction Terms and Conditions at its discretion to the extent not inconsistent with laws and regulations. Persons to whom these Auction Terms and Conditions apply must comply with this revision.

22. Scope of Liability
(1) If the terms included in these Auction Terms and Conditions set forth that the Company assumes no responsibility, the Company shall not be obliged to compensate for damage for any reason.
(2) The Company shall not be obliged to compensate for damage with respect to an auction arising from any cause not attributable to the Company, such as an act of God, civil war, disturbance, and other unforeseen circumstances.
(3) In the event of destruction, loss, theft, damage, or defacement of a Lot due to the Company’s willful misconduct or negligence when the Company is obliged to store the Lot, the Company shall compensate for damage based on the lower limit of the estimate of the Lot. Provided, however, that the amount of compensation shall be limited to the amount of insurance payment actually paid under a casualty insurance contract separately concluded by the Company with a non-life insurance company.
(4) In the event of loss, theft, destruction, damage, deterioration, defacement, or wear of a purchased Lot due to the Company’s willful misconduct or negligence when the Company is obliged to store the purchased Lot, and the provisions of the preceding two (2) paragraphs do not apply, the Company shall comply with the following provisions in relation with the Successful Bidder:

i) If any purchased Lot is lost, stolen, destructed, or materially damaged, deteriorated, defaced, or worn, the sales agreement between the Company and the Successful Bidder shall be terminated, and the Successful Bidder shall be exempted from payment of the Purchase Price. If the Company has already received payment of the Purchase Price (including buyer’s premium and consumption tax on the premium, and other expenses acknowledged by the Company; the same shall apply hereinafter in this paragraph) in such case, the Company shall return it to the Successful Bidder without interest.
ii) If the damage, deterioration, defacement, or wear of the purchased Lot is not deemed to be material, the Company shall subtract the portion of the damage calculated as equivalent to such damage, deterioration, defacement, or wear from the Purchase Price.
iii) The Successful Bidder shall be responsible for verifying whether or not any damage, deterioration, defacement, or wear exists, the degree thereof, and the amount of the damage.
iv) The Company shall not be responsible for any loss, destruction, damage, deterioration, defacement, wear, etc. of any accessories which do not essentially relate to the estimate of such purchased Lot (such as frames, mountings, glass, acrylic, and outer cases) unless such damage is caused by the willful misconduct or gross negligence of the Company.
v) The amount of compensation for damage paid by the Company pursuant to the provisions of this paragraph shall be limited to the extent of insurance payment paid under a casualty insurance contract separately concluded by the Company with a non-life insurance company.

(5) Except as set forth in the preceding paragraphs, the Company shall not be responsible for compensation unless damage is caused by willful misconduct or gross negligence. Even if the Company assumes the obligation for compensation, the scope of compensation shall be limited to normal and direct damage.

23. Prohibition of Assignment of Obligations
The Successful Bidders, consignors, and other related parties may not assign, nor pledge, the rights, status, and obligations with respect to the Company under these Auction Terms and Conditions without the prior written approval of the Company.

24. Exclusion of Antisocial Forces
(1) The consignors, prospective buyers, and Successful Bidders represent that neither themselves nor their officers fall under the category of organized crime groups, organized crime group members, persons for whom five (5) years have not yet passed since leaving organized crime groups, quasi-organized crime group members, companies related to organized crime groups, corporate racketeers, groups engaging in criminal activities under the pretext of conducting social campaigns, crime groups specialized in intellectual crimes, or any other person equivalent thereto (“Organized Crime Group Members, etc.”), and that they do not fall under any of the following items, and covenant to ensure that they will not fall under any of the foregoing categories in the future:

i) Having a relationship that shows the Organized Crime Group Members, etc. control their management;
ii) Having a relationship that shows the Organized Crime Group Members, etc. are substantially involved in their management;
iii) Having a relationship that shows they are using the Organized Crime Group Members, etc. unjustly for the purpose of unfairly benefiting themselves or a third party or for the purpose of causing damage to a third party;
iv) Having a relationship that shows they are involved in the Organized Crime Group Members, etc. by the provision of funds or benefits to the Organized Crime Group Members, etc.; or
v) Their officers or persons who are substantially involved in its management having a relationship with the Organized Crime Group Members, etc. that should be socially condemned:

(2) The consignors, prospective buyers, and Successful Bidders covenant to ensure that they will not engage in any act that falls under any of the following items, by themselves or by using a third party:

i) Claim made with a forceful act and behavior of violence;
ii) Unjust claim exceeding a legal responsibility;
iii) Use of a threatening action or statement, or violent act and behavior in connection with any transaction;
iv) Act and behavior which may damage the credit or obstruct the business of the Company by spreading a false rumor or the use of fraudulent means or by force; or
v) Other acts and behaviors equivalent to any of the preceding items.

(3) If any consignor, prospective buyer, or Successful Bidder is contrary or is reasonably suspected to be contrary to the covenants set forth in each of the preceding paragraphs, the Company may immediately suspend all or part of the transactions with such person or terminate all or part of the contract with such person without any demand or other procedures. The Company shall not be obliged to explain or disclose the contents and basis of such reasonable doubt to such person, nor shall the Company be responsible for any damage incurred by the applicable person arising from or in connection with the suspension of transactions or termination of the contract.
(4) If the Company incurs any damage as a result of the breach of the covenants set forth in paragraph 1 or 2 of this Article by any consignor, prospective buyer, or Successful Bidder, the applicable person shall be obliged to compensate for such damage.

25. Governing Law
These Auction Terms and Conditions shall be governed by the laws of Japan.

26. Agreed Jurisdiction
Any dispute concerning these Auction Terms and Conditions shall be settled at the Tokyo District Court as the exclusive jurisdictional court of first instance.

27. Matters Not Stipulated
Any matters not stipulated in these Auction Terms and Conditions shall be settled by a consignor, prospective buyer or Successful Bidder, and the Company in good faith through consultation.