Online Auctions Terms and Conditions

A - TERMS AND CONDITIONS FOR SELLERS

These Online Auction Terms and Conditions for Sellers ("these Sellers Terms"), along with the Important Notices and the Appendix, outline the terms under which Artwide International H.K. Limited, located at Room 1104, Crawford House, 70 Queen’s Road Central, Central, Hong Kong (referred to as "Artwide," "we," "us," "our," and "ourselves" in these Terms), and Sellers offer Lots for sale. By signing a consignment agreement to sell your property through our platform, you agree that these Terms are contractually binding on you. Therefore, please read them carefully before proceeding.

1. DEFINITIONS AND INTERPRETATION

1.1. In these Terms, unless otherwise defined or context otherwise requires, the following expressions shall bear the same meanings as set out below:

"After-sale Period"	where a Lot is unsold in an Online Auction, a period of 60 Business Days after completion of the Online Auction during which the Seller appoints us or Artwide Group Company as your exclusive agent to sell the Lot privately at a price no less than the Reserve under the terms of these Terms
"Artwide Group Company"	Artwide International H.K. Limited, its subsidiaries and any other companies within our corporate group
"Artwide Platform"	means our website (www.artwide.com), which enables you to buy a Lot through an Online Auction
"Authentic" or "Authenticity"	means being true, real and genuine as to the information of a Lot described in the work details including: (i) the identity of the artist, author or manufacturer of a Lot; (ii) a particular period or culture during which a Lot is created; and (iii) a particular origin or source of a Lot
"Buyer"	means a user of the Artwide Platform who has purchased a Lot through an Online Auction in the Artwide Platform
"Business Day"	means each day upon which banks are generally open for business in Hong Kong, other than a Saturday and Sunday or a public holiday
"Buyer’s Agreement"	means our Online Auctions Terms and Conditions – Section B, as may be published on the Artwide Platform or notified to you from time to time
"Buyer’s Premium"	means the charge a Buyer pays with the hammer price in accordance with our Online Auctions Terms and Conditions
"Consignment Agreement"	means a consignment agreement signed by a Seller
"Estimate"	means the price range set out in the Consignment Agreement within which we believe a Lot may be sold to a Buyer
"High Estimate"	the higher figure in the Estimate
"Low Estimate"	means the lower figure in the Estimate
"Net Sale Proceeds"	in relation to a Lot, refers to the Purchase Price less all commission, Sale Expenses and other amounts owed from you to us or any of the Artwide Group Company under these Terms
"Online Auction"	in relation to a Lot, refers to the auction held by our online auction feature in the Artwide Platform through which the Seller of a Lot sells the Lot to a Buyer
"Payment Instructions"	means a Seller’s instructions given to us for transfer of the Net Sale Proceeds of the Lot in the form set out in the Consignment Agreement or as otherwise notified to and accepted by us
"Property"	means the items that a Seller has asked Artwide to offer for sale in the Artwide Platform as described in the Property Schedule
"Property Schedule"	means a property schedule included in the Consignment Agreement
"Purchase Price"	in respect of a Lot, means the total amount payable by the Buyer to the Seller for the sale and purchase of the Lot, which includes the hammer price (the highest bid for the sale of the Lot in the Online Auction), plus the Buyer’s Premium, and any additional applicable costs, fees, or taxes.
"Reserve"	means the confidential amount below which we will not sell a Lot during a sale of the Lot in the Artwide Platform, subject to the terms in these Terms
"Sale Expenses"	means an expense which may be charged by us to you in connection with offering your Property for sale in the Artwide Platform, as set out in clause 7.3 of these Terms
"Sale Particulars"	in relation to a Lot, include the information of the Lot (such as online description of the Lot offered for sale in the Artwide Platform, together with any other information on our website relating to the Lot and the conduct of the sale), Lot notes, any payment information, any on-screen notices displayed as part of a sale, the FAQs, and any additional conditions which may apply to the Lot offered for sale in our Artwide Platform
"Settlement Date"	means the date on which we shall transfer the Net Sale Proceeds to you in accordance with clause 12.2 or clause 12.3 (as the case may be)
"Withdrawal Fee"	means a fee which may be imposed by us to you for a withdrawal of the Property for the sale in the Artwide Platform, as set out in clause 11.4 of these Terms

1.2. Reference to any parties herein shall, where the context permits, include their respective successors and permitted assigns.

1.3. Reference to a statute or statutory provision herein includes a reference to it as from time to time amended, extended or re-enacted (with or without modification).

1.4. References to persons herein include references to individuals, bodies corporate, firms, companies, government, state or agencies of a state or any joint venture, association, or partnership (whether or not having separate legal personality), references to the singular shall include the plural and vice versa and references to one gender include references to any other genders.

1.5. References to clauses herein are references to clauses of these Terms unless otherwise stated.

1.6. The headings herein are inserted for convenience only and do not affect its construction.

2. APPOINTMENT OF ARTWIDE

2.1. You appoint us as your exclusive agent to sell the Property in the Artwide Platform, by way of an Online Auction sale, and agree that we may group the Property into a Lot under clause 1(b) and sell each Lot to the Buyer on and subject to the terms of the Consignment Agreement signed by you and the Buyer’s Agreement.

2.2. These Terms, the Consignment Agreement and the Buyer’s Agreement shall be collectively referred to as "this Agreement".

2.3. You will be directly responsible to the Buyer and us for (i) the warranties in these Terms as set out in clause 4; and (ii) any representations you authorize us to make to the Buyer on your behalf for the sale of a Lot in the Artwide Platform.

3. REGISTERING TO SELL

To sell a Property in the Artwide Platform by an Online Auction sale, you will need to create an account on the Artwide Platform and be a registered user by following our instructions and providing any required information or completing any necessary forms, in accordance with the terms of our Terms and Conditions. You will also need to satisfy our client identification and verification and other due diligence requirements before you become a user and enter into the Consignment Agreement with us to sell Property, as required under the terms of our Online Auctions Terms and Conditions .

4. YOUR REPRESENTATIONS, WARRANTIES AND INDEMNITIES

4.1. You represent and warrant to us the following warranties and to each Buyer the warranties set out in paragraphs (a) to (d):

(a) you are a legal owner or a legal joint owner of the Lot acting with the permission of the other joint legal owner(s), or a person who is authorized by the legal owner of the Lot or under law to sell the Lot;

(b) you have the right to transfer title and ownership of the Lot to a Buyer without being subject to any restrictions or claims by any third parties;

(d) you have the right to entrust the Property to us for sale in the Artwide Platform;

(e) the Consignment Agreement has been duly authorized, executed and delivered by you or your agent or authorized person and constitutes your legally binding obligation;

(f) you have provided us with all information concerning the provenance, condition, Authenticity and restoration of the Property that is known to you and have notified us in writing of any concerns expressed by third parties in relation to the ownership, provenance, condition, Authenticity, attribution, or export or import of the Property;

(g) the condition of the Property will not change between its listing on the Artwide Platform and its sale to a Buyer, unless you have notified us otherwise;

(h) any Property containing any electrical or mechanical part is in a safe operating condition;

(i) you have told us and will continue to inform us about all facts and matters of which you are aware which might affect the sale or value of the Property or the terms on which we are prepared to accept to sell the Property as your exclusive agent in the Artwide Platform;

(j) you are unaware of any matter or allegation which would render any information relating to any Property provided by you and listed on the Artwide Platform untrue, inaccurate or misleading in any way;

(k) the Property is not stolen;

(l) at the time of delivering the Property to us for a sale in the Artwide Platform, the Property has been or will be lawfully imported and exported as required by the laws of any country in which it is or was located. Any required declarations upon the export and import of the Property have been or will be properly made and any duties and taxes, including those in relation to the export and import, of the Property have been or will be paid by you;

(m) you are not aware of any restrictions, in copyright or otherwise, relating to the Property (other than those imposed by law) or any restrictions on our rights to reproduce photographs or any images of the Property.

(n) you do not know, and have no reason to suspect, that the Property is connected with the proceeds of crime (including proceeds arising from tax evasion) or results from a tax fraud;

(o) you are not subject to any trade sanctions, embargoes or other restriction on trade, and are not owned (nor partly owned) or controlled by any sanctioned person in any of the jurisdictions;

(p) where you are acting as an agent for the legal owner of the Property, the legal owner is not a sanctioned person nor owned (or partly owned) or controlled by a sanctioned person;

(q) none of the Net Sale Proceeds will be transferred to or used for the benefit of any sanctioned person, nor will any party involved in the transaction be a sanctioned person nor owned (or partly owned) or controlled by a sanctioned person; and

(r) you will tell us as soon as you become aware or have reason to suspect, that any of your warranties stated above in this clause is, or may have become, false.

4.2. In the event that you are not the legal owner of the Property, you are also required to do or warrant to us the following:

(a) you will tell us in writing that you are not the legal owner of the Property and confirm to us the identity of the legal owner (or the identity of other legal joint owners, in case you are a legal joint owner of the Property);

(b) you have the permission of the legal owner (or of other joint legal owners, in case you are a legal joint owner of the Property) to sell the Property under the terms of these Terms and the Buyer’s Agreement;

(c) you will disclose to the legal owner (or to other legal joint owners, in case you are a legal joint owner of the Property) all material facts in relation to the sale of the Property in the Artwide Platform;

(d) you are irrevocably authorized to receive the Net Sale Proceeds on behalf of the legal owner of the Property;

(e) you have or will obtain the consent of the legal owner (or of other joint legal owners) before you deduct any commission, costs or other amounts from the Net Sale Proceeds you receive from us;

(f) if you or any person or entity connected to you is receiving a commission from us in connection with the Property, your receipt of the commission is known to the legal owner and neither your conduct nor receipt of the commission is unlawful or in breach of applicable laws and regulations (including without limitation any anti-bribery or anti-corruption laws);

(g) you have conducted appropriate customer due diligence on the legal owner of the Property in accordance with all applicable anti-money laundering and sanctions laws;

(h) the arrangements between you and your principal in relation to the Property or otherwise do not, in whole or in part, facilitate tax evasion or tax fraud; and

(i) you do not know and have no reason to suspect that your principal or the legal owner of the Lot is a sanctioned person, under investigation, or charged with or convicted of money laundering, terrorist activities or other crimes.

4.3. You agree to indemnify and hold us and each Buyer harmless from and against any and all claims, actions, damages, losses, liabilities and expenses (including attorneys’ fees) relating to the (alleged) breach of any of your agreements, representations or warranties set out in this Agreement.

5. ESTIMATES

5.1. Estimates are based on the physical condition, rarity, quality and provenance of a Lot and prices recently paid at any auctions for similar property.

5.2. Estimates are shown on the Property Schedule. Any Estimate listed on the Property Schedule is provisional and is subject to revision by us from time to time in our sole discretion.

5.3. Estimates are not a guarantee of the Purchase Price at which we will sell a Lot and is a statement of opinion only. We make no representation or warranty of the anticipated selling price of any Property, and neither you, nor anyone else, may rely on any Estimate as a prediction or guarantee of the actual selling price or value of a Lot for any purposes. We will not be liable for any errors or omissions with respect to any descriptions of the Property made in relation to the Online Auction in the Artwide Platform and make no guarantees, representations or warranties whatsoever to you with respect to the Property, including its Authenticity, attribution, legal title, condition, value or otherwise.

5.4. For the avoidance of doubt, Estimates do not include any applicable taxes, charges, or artist’s resale royalty (if applicable).

6. RESERVES

6.1. Unless a different Reserve has been agreed upon by you and us and confirmed in writing before a sale of a Lot in the Artwide Platform, the Reserve for each Lot of the Property will be the following:

(a) the Reserve specifically stated on the Property Schedule; or

(b) if no Reserve is stated on the Property Schedule, 60% of our latest announced or published pre-sale Low Estimate.

6.2. Notwithstanding the above, we may sell any Lot of the Property at a price below the Reserve, provided that we pay you in accordance with these Terms the Net Sale Proceeds which you would have been entitled to receive had such Lot of the Property been sold at the Reserve. No Reserve for a Lot will exceed the pre-sale Low Estimate of the Lot.

6.3. You agree to us that once a Buyer has accepted to purchase a Lot at a price equal to or higher than the Reserve, you are not permitted to withdraw the Lot and is legally bound to sell the Lot to the Buyer in the Artwide Platform, subject to the terms set out in this Agreement.

7. COMMISSION AND SALE EXPENSES

7.1. You will not be charged with any commission for each Lot sold to a Buyer via an Online Auction in the Artwide Platform.

7.2. As for any Lot of the Property which fails to sell in the Artwide Platform, you will not be charged for any commission.

7.3. You agree to pay the following Sale Expenses which we may charge in connection with offering your Property for sale in the Artwide Platform:

(a) Restoration: the costs of any restoration to any Lot that has been agreed by you in advance;

(b) Framing / Mounting: the costs of any framing or unframing and any mounting, unmounting or remounting of a Lot, if applicable;

(d) Testing: the costs of any physically non-invasive tests or analyses that we believe need to be carried out to decide the quality or the Authenticity of a Lot;

(e) Inbound Shipping: the costs of packing the Property and transporting it from your designated address in the Property Schedule to our designated storage location in the Property Schedule, unless otherwise agreed with us in writing;

(f) Return Shipping: if any of a Lot is unsold, the costs of packing it and returning it to you from our designated and secured storage location;

(g) Customs and Export/Import: any customs, export or import duties and charges related to the shipment of the Property to our designated storage locations and, if any Lots are returned to you, from our designated storage location to your designated address shown in the Property Schedule to this Agreement (unless otherwise agreed with us in writing); and

(h) any other fees, costs, expenses or taxes incurred by us in connection with a sale of a Lot in the Artwide Platform, which we may charge you for payment.

8. AUCTION AND MARKETING ARRANGEMENTS

8.1. In connection with any sale in the Artwide Platform, we will have absolute discretion as to:

(a) the marketing and promotion of a sale of a Lot in the Artwide Platform;

(b) grouping the Property into Lots and providing any catalogue and other descriptions, such as the Sale Particulars of a Lot, as we believe appropriate;

(d) granting of the extended payment terms to a Buyer of up to 90 days from the date of the sale;

(e) consulting any expert about the Property, either before or after the sale; or

(f) researching the Authenticity of the Property, either before or after the sale.

8.2. The date of any sale in the Artwide Platform by way of an Online Auction is subject to any postponement or cancellation made in sole discretion of Artwide.

9. BIDDING

Neither you nor any affiliated or connected party may bid on any Lot or arrange for any person to do so on your behalf. However, we will have the right as your agent to bid on your behalf, but only up to the amount of the Reserve.

10. LIMITS OF LIABILITY

10.1. We do not give you any warranty in relation to a Lot and will not be liable to you:

(a) for any mistakes or missing information in the description of a Lot;

(b) if the Buyer fails to pay for the Lot;

(c) for any physical loss or damage to a Property which is incurred while the Property is being transported to us from you or from us to you (whether or not under our control or our shipping agent’s control);

(d) in contract, tort (including negligence) or otherwise for any business losses, such as loss of data, profits, revenue, business opportunity, goodwill, reputation or business interruption or for any losses of any kind which are not reasonably foreseeable, including those arising directly or indirectly from any delays or disruptions to our Artwide Platform, or any inaccuracies of any kind on our Artwide Platform; and

(e) in any circumstances for any special, consequential, incidental or indirect damages of any kind.

10.2. In the event that we are found to be liable to you for a breach of clause 1, our liability shall be limited to the Net Sale Proceeds of the relevant Lot or, if it is unsold, its median of the Estimate.

10.3. We are only liable for physical loss or damage to a Property while the Property is in our possession or control.

10.4. Our liability for physical loss or damage to a Property under clause 3 will end:

(a) if a Lot is sold to a Buyer, then on the earlier of when the Buyer pays the Purchase price in full for the Lot, or when the Buyer collects the purchased Lot after sale; or

(b) if a Lot is not sold to a Buyer, then on the earlier of the following: (i) when the Buyer collects the purchased Lot, (ii) when we return the Lot to you if required under these Terms, or (iii) at the end of the 90^th Business Day following the date of the sale of the Lot in the Artwide Platform.

10.5. Our aggregate amount of liability under clauses 3 and 10.4 will be limited by the following:

(a) the mid estimate, before sale of a Lot in the Artwide Platform; or

(b) the Purchase Price for the relevant Lot if the Lot is sold, or the Reserve if the Lot is not sold.

11. WITHDRAWAL

11.1. You shall not withdraw any Property from sale in the Artwide Platform after the date on which you sign the Consignment Agreement and be bound by this Agreement unless we have breached this Agreement in a way that:

(a) it cannot be remedied or rectified; or

(b) it has not been remedied or rectified before sale in the Artwide Platform or within 14 Business Days from the date on which you have informed us in writing of our breach (whichever is earlier),

and you have informed us in writing as soon as reasonably possible after you have become aware of our breach of material obligations under this Agreement.

11.2. Regardless of whether we have previously published any descriptions of the Property, such as the Sale Particulars, or advertised its sale in the Artwide Platform, we reserve the right to withdraw any Property from a sale in the Artwide Platform in our complete discretion at any time (whether prior to or during a sale of the Property in the Artwide Platform) and shall have no liability whatsoever with regard to such withdrawal. For the avoidance of doubt, if any Property is withdrawn for any reason, the timing and the content of any announcement for the withdrawal shall be in our sole discretion.

11.3. We may withdraw a Lot from the sale in the Artwide Platform if:

(a) there is doubt as to its Authenticity or attribution or its sale would or may subject us or you to any liability under any applicable laws and regulations;

(b) there is doubt as to the accuracy of any of your representations or warranties, including, but not limited to, those set out in clause 4 of these Terms;

(d) a Lot of the Property incurs loss or damage so that it is not in the state in which it was when we agreed for its sale in the Artwide Platform; or

(e) we determine in our reasonable discretion that its sale may be detrimental to our reputation or brand.

11.4. The arrangements for the Withdrawal Fee which you may be liable to us for a withdrawal of any Property are set out below:

(a) General withdrawal: if any Property is withdrawn by us due to the matters not listed below in the exercise of our complete discretion as set out in clause 2 above, we reserve the right to charge any sum of withdrawal fee which we consider appropriate;

(b) Withdrawal in breach of clause 3(b) or 11.3(c): a withdrawal fee equal to 20% of the mean of our latest Estimate for the withdrawn Property, as well as all out-of-pocket expenses incurred by us up to and including the date of withdrawal, which shall be paid to us within 10 Business Days of our notice to you of a withdrawal of the Property;

(c) Withdrawal in breach of clause 3(e): you will not be charged any withdrawal fee unless you failed to disclose to us prior to a sale of the Lot in the Artwide Platform any facts or circumstances known to you which are relevant for the purpose of our determination under 11.3(e). If you have failed to disclose such facts or circumstances, you may be liable for a withdrawal fee under clause 11.4(a) above; or

(d) Withdrawal in breach of clause 3(a) or 11.3(d): you will not be charged any withdrawal fee.

11.5. If any Property is withdrawn by you in breach of any of the provisions of this Agreement, you will pay us the Withdrawal Fee under clause 4 of these Terms as well as any special, incidental or consequential damages incurred as a result of your breach, notwithstanding anything to the contrary in this Agreement.

11.6. Subject to any liens against or claims to the Property, such withdrawn Property will be returned to you at your expense promptly following your payment of the Withdrawal Fee, if applicable.

12. PAYMENT

12.1. Your Payment Instructions

(a) Following our acceptance of the Payment Instructions, we shall be authorized to make payment of the Net Sale Proceeds of a Lot pursuant to your Payment Instructions. We shall have no liability for any loss, claim, or damage you sustain as a result of our reliance upon your Payment Instructions regardless of whether such Payment Instructions are resulted from any unauthorized or fraudulent activity by a third party.

(b) In the event that you wish to change the Payment Instructions, you are required to inform us as soon as possible and no later than 5 Business Days before the sale closes.

(c) If your Payment Instructions are not feasible for us to comply with, we reserve the right to reject your Payment Instructions and request you to provide us with other Payment Instructions before the sale of the Lot in the Artwide Platform.

(d) If you fail to provide us with the Payment Instructions, payment for the Net Sale Proceeds shall be made by a cheque and posted to you at your own risk.

12.2. Settlement

(a) We are entitled to deduct and retain from the Net Sale Proceeds any reimbursable expenses, such as the Sale Expenses, or other amounts you owe us or any of the Artwide Group Company, whether arising out of the sale of the Property or otherwise. In addition to other remedies available to us by law, we reserve the right to impose a late charge of 1.5% per month on any amount due to us or any of the Artwide Group Company and remaining unpaid for more than 15 Business Days after we notify you.

(b) For the avoidance of doubt, where the Properties entrusted to us will be sold in more than one Online Auction in the Artwide Platform, the Settlement Date for the Properties shall be 35 Business Days after the last session or date on which the sale of all Properties in the Lot closes in the Artwide Platform.

(c) If any Settlement Date falls on a Saturday, Sunday or statutory holiday, we will make payment of the Net Sale Proceeds in accordance with your Payment Instructions on the next following Business Day.

11.3. Buyer’s failure to pay

(a) If a Buyer does not pay us in full by the due date for a sale of the Lot, we shall have the sole discretion to decide the steps to take on your and our behalf. We are not obliged to pay you the Net Sale Proceeds until we receive cleared payment of the full purchase price from the Buyer.

(b) The exchange control restrictions in certain countries can result in delays to payment by Buyers.

12.4. Right to delay payment

We may delay paying the Net Sale Proceeds to you for a reasonable period for any reasons if necessary.

13. OWNERSHIP

13.1. Transferring ownership to a Buyer

The ownership of a Lot will not pass to a Buyer until (i) we have confirmed that the Buyer has met all our bidder identification and registration procedures; and (ii) we have received full, clear and undisputed payment of all amounts due to us from the Buyer, even in circumstances where we have released the Lot to the Buyer.

13.2. Transferring ownership to Artwide

If we release a Lot to a Buyer before we receive payment in full, we will pay you the Net Sale Proceeds for the Lot on or before the Settlement Date. Where we pay you the Net Sale Proceeds before we are paid by a Buyer in full, we will own the Lot and take over all your rights to recover payment from the Buyer. You are under obligation to do anything necessary to transfer ownership of the Lot to us.

14. FURTHER RIGHTS

14.1. Right of retention

We may keep any Lot which are under our control or control of Artwide Group Company:

(a) until you have paid all amounts you owe us or any Artwide Group Company;

(b) for a reasonable period, if we become aware of anyone else claiming the ownership of, or any other interest in, the Lot, or we have reasonable doubts as to whether the Lot is Authentic;

(d) if we consider we are entitled to do so by law or regulation or due to any government

In the event that we keep the Lot under our control or control of the Artwide Group Company under this clause, we may charge you any fees for transport or storage of or physical loss or damage to the Lot.

14.2. Right of sale

(a) If you owe money to us or another Artwide Group Company and we are holding any of the Lot of your Property under this clause, we have a right to sell such Lot in any commercially reasonable way we think appropriate without giving you any notice.

(b) In the event that we sell your Property under this clause, you authorize us to use the proceeds of sale and any other amounts we owe you to:

(i) pay any amount you owe us; or

(ii) pay on your behalf any amount you owe any other Artwide Group Company.

15. BUYER’S PREMIUM AND TAXES

15.1. Buyer’s Premium

We are entitled to charge a Buyer and keep a Buyer’s Premium in accordance with the Buyer’s Agreement.

15.2. Taxes

You are responsible for any taxes imposed on the sale of the Property. We are entitled to withhold relevant tax amounts from any Net Sale Proceeds due to you for the purpose of paying taxes on your behalf if we are required by law to do so, or if we have to pay any taxes, duties or other amounts to any tax authorities on your behalf or as a result of any information you give us being incorrect or due to your failure to complete any forms required by law, and you shall reimburse to us the full amount and our related costs or expenses when we require you to do so.

16. LOTS UNSOLD IN THE ARTWIDE PLATFORM

16.1. After-sale Period

Where a Lot is unsold in an Online Auction, you may appoint us or Artwide Group Company as your exclusive agent during the After-sale Period to sell the Lot privately at a price no less than the Reserve under the terms of these Terms. For such After-sale Period, all references to the "Purchase Price" in these Terms shall be read as if they mean the sale price of the relevant Lot. Where a Lot is sold during the After-sale Period, your obligations to us hereunder with respect to the Lot shall be the same as if it had been sold in the Online Auction.

16.2. Treatment of unsold Lots

(a) If any Lot remains unsold for any reason after a sale in the Artwide Platform, we will notify you.

(b) If a Lot has not been sold during the After-sale Period, we may:

(i) return the Lot to you to your designated address, at your expense;

(ii) sell the Lot at public auction, without being subject to the Reserve, at a place and date solely determined by us; or

(iii) transfer the Lot to a third-party warehouse.

(c) The proceeds of any public auction sale of the Lot held pursuant to clause 2(b)(ii) above will be applied to any amount you owe us or any of our Artwide Group Company, including, but not limited to, our commissions and Sale Expenses, and any excess will be remitted to you.

(d) In the case of a transfer of any unsold Lot to a third-party warehouse pursuant to clause 2(b)(iii) above, you shall bear all cost and risk thereof and shall be solely liable to such warehouse for the payment of all storage and insurance charges at such warehouse’s standard rates.

(e) You shall not be entitled to reclaim any unsold Lot until all commissions, expenses and other amounts owed to us or any of our Artwide Group Company has been paid in full. Unless and until we re-offer and sell such Lot in accordance with this clause or return it to you, we will retain it without charge for a period of 30 Business Days after the Online Auction in which it is offered but not sold. Thereafter, a handling charge of 1% per month of the mean of our Estimate shall be paid by you to cover our costs of handling.

(f) If, due to your actions or your failure to act, we are prevented from returning a Lot to you within 30 Business Day after the After-sale Period then, unless otherwise agreed by us in writing, we may charge you fees for transport or storage of or physical loss or damage to the Lot.

17. RESCISSION

17.1. We can cancel a sale of a Lot if:

(a) a Buyer fails to pay in full all amounts owed to us or any of our Artwide Group Company;

(b) any of your warranties in clause 4 is incorrect;

(d) we reasonably believe that completing a sale of a Lot is or may be unlawful; or

(e) we reasonably decide a sale of a Lot places us or you under any liability to anyone else or may damage our reputation,

and in these circumstances, you shall accept the return of a Lot from us. If we have already paid you any of the proceeds of sale, you must repay them to us.

17.2. In the event that any of the circumstances set out in clauses 1(b), 17.1(c) or 17.1(d), is caused by your actions or failure to act, upon our demand in writing to you, you must also pay us in full for any loss, liability (whether to the Buyer or any other third parties), expense or cost (including, any legal fees) which we have incurred or are reasonably expected to incur.

17.3. For the purposes of this clause, "cancel" shall include cancellation, termination and rescission under any applicable laws.

18. TERMINATION

18.1. We will be entitled to terminate these Terms immediately upon giving you a written notice if:

(a) you have breached any of the warranties set out in these Terms;

(b) we have withdrawn a Lot from a sale in the Artwide Platform or rescinded a sale of a Lot under clauses 11 and 17 respectively; or

18.2. Neither you nor we will be responsible for any failure to meet the obligations under these Terms which is caused by any circumstances beyond our or your reasonable control. This includes, but is not limited to strike, lock-out, fire, flood, natural disasters, war, armed conflict, terrorist attack, and nuclear and chemical contamination.

19. PERSONAL INFORMATION, PRIVACY AND DATA PROTECTION

19.1. We will hold and process your personal information and may pass it to any Artwide Group Company for use as described in and in line with our privacy notice as may be published from time to time on the Artwide Platform and in accordance with the Personal Data (Privacy) Ordinance (Cap 486 of Laws of Hong Kong).

19.2. In the event that we need to ship a Lot to you, we may provide certain personal information about you to our nominated shippers, including your name, delivery address and phone number, details of the Lot, and the weight and dimensions of the package. Our shippers will treat this information as private and confidential and will only use it for the purpose of providing shipping and any customs clearance services you request from them in order to deliver the Lot to you. Information about the packages being shipped to you will be provided to the necessary authorities for purposes of export, import, duty, tax, and security screening. The information may include your name, delivery address, description of the goods, their value, the number of pieces, and the weight of the package. This information is required by law and regulations applicable in the countries from where and to where packages are transported. Our shipping partners are committed to responsible data management, comply with applicable data protection legislation, and employ industry standard practices to protect the security of your data, which may be stored and processed in the United Kingdom, the United States, and other countries.

20. GENERAL TERMS

20.1. These Terms, the Consignment Agreement and the Buyer’s Agreement constitute the entire agreement and understanding between you and us concerning the Property. These Terms will replace and supersede any and all other agreements or statements between you and us relating to the Property.

20.2. These Terms may be executed in counterparts, which taken together, shall constitute the executed Agreement. Scanned signed agreements in PDF format sent by email shall be valid and binding and will be deemed an original.

20.3. No failure or delay to exercise any right or remedy provided under this Agreement shall constitute a waiver of any right or remedy, nor shall it prevent or restrict the further exercise of any right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of any right or remedy.

20.4. You may not assign, transfer, charge or deal with this Agreement or all or any part of the benefit of, or the rights and benefits under this Agreement, except with our written consent. This Agreement will be binding on your successors or estate and anyone who takes over your rights and responsibilities.

20.5. This Agreement and any claims arising in connection with this Agreement or any other rights you may have relating to the purchase of a Lot shall be governed by and construed with the laws of Hong Kong.

20.6. Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre ("HKIAC") under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.

20.7. If it is found that any part of this Agreement is not valid, or is illegal or impossible to enforce, that part of this Agreement will be treated as being deleted, and the rest of this Agreement shall not be affected and remain in full force and effect and be binding upon you.

20.8. If we have provided a translation of this Agreement, the original version in English shall prevail over any translated versions and be used in deciding any issues or disputes which may arise under this Agreement.

20.9. A person who is not party to this Agreement cannot enforce or enjoy the benefit of any term of these Conditions under the Contracts (Rights of Third Parties) Ordinance (Cap 623 of Laws of Hong Kong).

20.10. Any notice or other communication to be made under or in connection with this Agreement shall be made in writing and, unless otherwise stated, shall be delivered personally or by courier by an internationally recognized courier company, or by facsimile or email, and sent to our address as stipulated below. The notice or other communication sent to us in accordance with this clause shall be effective upon our receipt.

B - TERMS AND CONDITIONS FOR BUYERS

These Online Auction Terms and Conditions for Buyers ("these Buyers Terms"), along with the Important Notices and the Appendix, outline the terms on which Artwide International H.K. Limited, located at Room 1104, Crawford House, 70 Queen’s Road Central, Central, Hong Kong (referred to as "Artwide," "we," "us," "our," and "ourselves" in these Terms), and Buyers purchase Lots for sale. By registering to bid and/or by bidding at an Auction, you agree that these Terms are contractually binding on you. Therefore, please read them carefully before proceeding.

1. DEFINITIONS AND INTERPRETATION

1.1. In these Conditions, unless otherwise defined or context otherwise requires, the following expressions shall bear the same meanings as set out below:

"Artwide Group Company"	Artwide International H.K. Limited, its subsidiaries and any other companies within our corporate group
"Artwide Platform"	means our website (www.artwide.com), which enables you to bid for and buy a Lot through an Online Auction
"Authentic"	means being true, real and genuine as to the information of a Lot described in the work details including: (i) the identity of the artist, author or manufacturer of a Lot; (ii) a particular period or culture during which a Lot is created; and (iii) a particular origin or source of a Lot
"Authenticity Warranty"	refers to warranties given by us in clause 8.2, subject to limitations and requirements therein
"Business Day"	means each day upon which banks are generally open for business in Hong Kong, other than a Saturday and Sunday or a public holiday
"Buyer"	means a successful bidder of a Lot under clause 6.3
"Buyer’s Premium"	the charge each Buyer pays us along with the Hammer Price, which is calculated in accordance with clause 7.1
"Due Date"	in respect of an Online Auction, the 10^th Business Day after the date of the Online Auction
"Estimate"	the price range included in the Sale Particulars within which we believe a Lot may be sold to you
"Hammer Price"	the amount of the highest bid for the sale of a Lot via the Online Auction
"High Estimate"	the higher figure in the Estimate
"Low Estimate"	the lower figure in the Estimate
"Online Auction"	in relation to a Lot, refers to the auction held in our online auction platform through which the Seller of the Lot sells the Lot to the Buyer
"Purchase Price"	the purchase price determined in accordance with clause 10.1
"Reserve"	The confidential amount below which we will not sell a Lot during an Online Auction
"Sale Particulars"	in relation to a Lot, include the information of the Lot (such as online description of the Lot offered for sale in our Online Auction, together with any other information on our website relating to the Lot and the conduct of the sale), Lot notes, any payment information, any on-screen notices displayed as part of a sale, the FAQs, and any additional conditions which may apply to the Lot offered for sale in our Artwide Platform
"Seller"	in relation to a Lot, the person who owns the Lot at the time the sale of the Lot is completed
"User"	means a registered and approved user of the Artwide Platform

1.2. Reference to any parties herein shall, where the context permits, include their respective successors and permitted assigns.

1.3. Reference to a statute or statutory provision herein includes a reference to it as from time to time amended, extended or re-enacted (with or without modification).

1.5. References to clauses herein are references to clauses of these Conditions unless otherwise stated.

1.6. The headings herein are inserted for convenience only and do not affect its construction.

1.7. The Important Notices and the Appendix to these Conditions shall be deemed to form part of these Conditions.

2. SELLER

2.1. We may sell a Lot as the Seller or the Seller’s agent. If a Lot is owned by us, we will be the Seller. If a Lot is owned by a third party, that third party will be the Seller, whose identity will not be disclosed to you.

2.2. Where a third party is a Seller, we will be selling the Lot owned by the Seller as the Seller’s agent, meaning that we are concluding the contract of sale of the Lot on the Seller’s behalf. In other words, the contract of sale of the Lot created by your successful bid is contractually binding between you and the Seller only, and not between you and us. However, we will still give certain contractual undertakings to you, which are further described below in these Conditions.

2.3. The identity of a Seller will be kept confidential and will not be disclosed by us to any Buyer or any other person. Subject to clause 12(f), the identity of a Buyer will be kept confidential and will not be disclosed by us to any Seller or any other person.

3. BEFORE THE SALE

3.1. Description of Lots

(a) Certain words used in the Sale Particulars to describe a Lot have special meanings.

(b) All of our description and report on physical condition of a Lot and other statements (whether made orally or in writing) relating to any Lot, such as their nature, condition, artist, period, materials, approximate dimensions or provenance, are solely based on our opinion and not to be relied on as a statement of fact. We do not carry out any in-depth research, which is carried out by professional historians and scholars.

3.2. Our responsibility for our description of Lots

We do not provide any guarantee in relation to the nature of any Lot save for the Authenticity Warranty set out in clause 8.2.

3.3. Physical condition of Lots

The physical condition of a Lot can vary widely due to multiple factors, such as age, previous damage, restoration, repair and wear and tear. This means that a Lot will rarely be in perfect physical condition. Lots are sold by Sellers to you on "as is" basis, as stated in clause 9.3 below.

3.4. Estimates

Estimates are based on the physical condition, rarity, quality and provenance of a Lot and prices recently paid at auctions for similar property. Estimates may change. Neither you, nor anyone else, may rely on any Estimate as a prediction or guarantee of the actual selling price or value of a Lot for any purposes. For the avoidance of doubt, the Estimates do not include any Buyer’s Premium, applicable taxes or charges, or artist’s resale royalty (if applicable).

4. REGISTERING TO BID

4.1. Registration as a bidder in the Artwide Platform

(a) New bidders: If you have not previously bid and do not have an account on our Artwide Platform, you will need to create an account on the Artwide Platformby following our instructions, such as providing any required information or completing any necessary forms. In order to register and bid in an Online Auction, you must be of legal age in the jurisdiction in which you reside or are subject to.

(b) Returning bidders: If you are a returning bidder who has not bought anything from us in the last two years or if you want to spend more than on previous occasions, we may ask you for updated information. If you have any questions, please contact our Client Services (support@artwide.com).

(c) When you join the Artwide Platform as a User, you accept all terms and conditions set out in these Conditions, together with Artwide’s Terms and Private Sales Terms and Conditions, Privacy Policy, GDPR Privacy Notice and any other terms and conditions as may be published on the Artwide Platform or notified to you from time to time.

(d) You will need to give us sufficient time to process and approve your registration. We may, at our sole discretion, decline to permit you to register as a bidder.

(e) For the avoidance of doubt, we will ship a Lot only to the designated address which you have provided in accordance with 1(a) below.

4.2. Individual or corporate registration

(a) When registering to bid as an individual, you accept that in making a bid, you are accepting personal liability to pay the Purchase Price. In order to register to bid, you are required to supply the information requested by us, including but not limited to those requested under 3 below.

(b) If you are bidding on behalf of a company, you are accepting personal liability to pay the Purchase Price unless it has been explicitly agreed in writing with us before the commencement of the sale that you are bidding in an Online Auction as an agent of the company acceptable to us and provide documents required for our due diligence purposes listed under clause 3(b) below, in which case the company for whom you are acting as an agent will only be personally liable to pay the Purchase Price. As an authorized agent of the company, you must select the appropriate registered account of the company at time of sale. If the company does not already have a registered account with us, you will first need to create one as an authorized person. Please contact our Client Services (support@artwide.com) to set up a transaction account for the company.

5. ANTI-MONEY LAUNDERING DOCUMENTATION

5.1. As these Conditions are subject to Hong Kong law, we will request you to provide certain documents and information to satisfy our client identification and verification and other due diligence requirements under anti-money laundering and counter-financing of terrorist regulations before you can become a registered bidder and participate in an Online Auction.

5.2. Failure to provide the required documents

If in our opinion you do not satisfy our bidder identification and registration procedures to our satisfaction, including, but not limited to, completing any anti-money laundering or anti-terrorism financing checks, we may refuse to register you to bid or permit your participation in the sale of a Lot in an Online Auction. Even if you make a successful bid, we may cancel the contract for sale between you and the Seller.

5.3. Documents or deposits required from a registered bidder

(a) If you are registered as an individual bidder, you shall provide us with certified copies of the following documents:

(i) valid government-issued identification documents (i.e. national identity card or passport); and

(ii) documentary evidence of your current address, which shall be limited to a utility bill or bank statement issued within previous 3 months).

(b) If you are registered as a corporate bidder, you shall provide us with certified copies of the following documents:

(i) documentary evidence of registration as a company (i.e. Certificate of Incorporation, Certificate of Formation or Certificate of Good Standing);

(ii) documentary evidence of beneficial ownership (i.e. register of shareholders, articles of organization or association, or any other constitutional documents of a company);

(iii) documentary evidence of registered address (i.e. utility bill, storage contract or bank statement, if the registered address is not listed on company documents);

(iv) valid government-issued identification documents of an authorized person of a corporate client who is participating in an Online Auction as a registered bidder (i.e. national identity card or passport);

(v) documentary evidence of a current address of an authorized person of a corporate client who is participating in an Online Auction as a registered bidder (i.e. utility bill or bank statement issued within previous 3 months);

(vi) authorization letter or board resolution duly signed by a director of a corporate client authorizing the registered bidder to bid at an Online Auction on its behalf and, where applicable, chopped with company stamp;

(vii) documentary proof of directors and beneficial owners of a corporate client (i.e. register of directors and shareholders); and

(viii) a shareholding ownership structure diagram signed by a director of a corporate client.

(c) For trusts, partnerships, offshore companies and other business structures, please contact our Client Services (support@artwide.com) in advance to discuss our requirements.

(d) Where any payment is required to be made to us for the purchase of a Lot in an Online Auction, you shall provide information and documentary evidence to establish the source of the funds sought to be paid to us for the purchase of a Lot to our satisfaction, failing which we may refuse to disclose our bank account information and/or (in the event payment has already been made to us) to process onward payment to the Seller.

(e) We may also ask you to give us a financial reference and/or a deposit as a condition of allowing you to bid. We may also require deposits of a portion of a placed bid, which we will use to offset the appropriate portion of the Purchase Price only if you become a successful bidder and otherwise will be promptly returned to you if you do not become a successful bidder. For further information or help, please contact our Client Services (support@artwide.com).

(f) In the event that we require a physical copy of the document required under this clause, you shall be liable to pay any courier or delivery charges which may incur.

6. AUCTION

6.1. Reserves

(a) Unless otherwise indicated, the sale of each Lot is subject to a Reserve, meaning that a Lot shall not be sold at an Online Auction for a price which is lower than the Reserve of the Lot.

(b) We reserve the right to lower the Reserve of any Lot during an Online Auction.

6.2. Bidding increments

(a) Bids may only be submitted between the dates and times specified in the Sale Particulars of a Lot.

(b) As soon as you place and confirm your bid amount, the bid is submitted and you accept and agree that submitted bid is final and that you may not, under any circumstances, amend, retract or revoke your bid. We are not responsible for any errors you make in bidding. Once you have made a bid, the next bidding increment is shown for your convenience on your "Place Bid" button.

(c) Bidding generally opens at or up to 25% below the Low Estimate as determined at our sole discretion. Bidding increases in bidding increments as follows (or in such other increment as may be determined by Artwide from time to time):

Bid amount	Bidding increment (where each bid increases the bid amount by)
USD 0 to USD 4,999	USD 250
USD 5,000 to USD 14,999	USD 500
USD 15,000 to USD 34,999	USD 1,000
USD 35,000 to USD 99,999	USD 2,500
USD 100,000 to USD 349,999	USD 5,000
USD 350,000 to USD 999,999	USD 10,000
USD 1,000,000 to USD 3,499,999	USD 25,000
USD 3,500,000 to USD 9,999,999	USD 50,000
USD 10,000,000 and above	USD 100,000

(d) Currency Calculator: We may show bids in some major currencies, as specified in the Sale Particulars. Any conversion is for guidance only and we are not bound by any rate of exchange shown by the currency calculator. We are not responsible for any error (human or otherwise), omission or breakdown in providing these services.

6.3. Successful bids in Online Auctions

A successful bid will be the highest bid when an Online Auction closes, unless we decide otherwise in exercise of our discretion as set out in clause 6.9 below. The successful bidder will receive email notification of its successful bid. Unless you are the successful bidder, we do not accept responsibility for notifying you of the result of your bids and you should promptly check the outcome of your bids after the sale.

6.4. Record of the sale

Our record of sale will be taken as absolute and final in all disputes. In the event of a discrepancy between any online records or messages provided to you and our record of sale, our record of sale will supersede online records or messages which you have received.

6.5. Withdrawal of Lots

We reserve the right to withdraw any Lot from the sale in our complete discretion, whether prior to or during an Online Auction, and shall have no liability whatsoever with regard to such withdrawal.

6.6. Employee bidding

Our employees may participate in bidding in any Online Auction, but they will have no advantage over other bidders.

6.7. Closing of a Lot

The closing time for the Online Auction of each Lot or a countdown clock indicating the time left for the Online Auction is displayed on the description page of the Lot, and the Online Auction for each Lot shall be closed when the closing time is reached or the countdown is completed (as the case may be and as may be determined by Artwide in our discretion).

6.8. Connectivity and technical issues

(a) Broadband or other internet capacity constraints, corporate firewalls and other technical problems beyond our reasonable control may create difficulties for some users including, but not limited to, accessing and maintaining access to sales of a Lot in an Online Auction.

(b) We will not be liable to you for any losses arising directly or indirectly from any connectivity and technical issues in connection with our Artwide Platform in accordance with clause 2(c).

(c) We do not accept liability for any errors or omissions in connection with our Artwide Platform, such as any errors in the quality of digital image of any Lot.

6.9. Our discretion in relation to bidding and/or purchase during Online Auction

(a) We reserve the following rights in our absolute discretion:

(i) to reject your registration to bid;

(ii) to reject, revoke or refuse to accept any bid (including previously accepted bids);

(iii) to withdraw or divide any Lot or combine any two or more Lots;

(iv) to restart or continue the bidding even if the bidding has finished, either during or after the sale of a Lot; and

(v) to continue the bidding, determine the successful bidder, cancel the sale of a Lot, or re-offer or re-sell any Lot, where there is any error or dispute during or after the sale of the Lot.

You accept that any of our abovementioned decisions is final and shall not be challenged in any way.

(b) We reserve the right to disable or deactivate your account at any time during an Online Auction or the sale.

7. OUR RIGHTS TO CHARGE

7.1. Buyer’s Premium

(a) We will charge you the Buyer’s Premium on the Hammer Price of each Lot sold. The Buyer’s Premium is charged on the Hammer Price at the following rates:

(i) 14.5% on the Hammer Price up to USD1,500,000.00; plus

(ii) 9.5% on any part of the Hammer Price equal to or over USD1,500,000.01.

(b) A total sum of the Buyer’s Premium charged by us will be cumulative sum of the Buyer’s Premium charged on the Hammer Price determined in accordance with clause 1(a) above.

7.2. Taxes

(a) You, as a successful bidder, are responsible for ascertaining and paying all applicable taxes levied including, but not limited to, any sales or compensating use tax or equivalent tax wherever such taxes may arise on the Hammer Price, Buyer’s Premium, or any other charges relating to a Lot.

(b) Tax liability and tax rates depend on the particular circumstances of the Buyer so this section should be used only as a general guide, and we recommend you obtain your own independent tax advice.

(c) As for any purchased Lot which we ship, sales or use tax may be levied on the Hammer Price and Buyer’s Premium, and any other charges relating to a Lot may be levied, depending on the matters such as the origin of the Lot, or the residency or tax residency of the Buyer. The applicable sales tax rate may also be determined based upon the state, county, or locale to which the Lot will be shipped. We will collect sales tax for a Lot, if legally required.

(d) If you claim any exemption from sales tax levied in any jurisdictions, you must provide appropriate documentation to us, prior to the release of the Lot by us or within 90 days after the sale, whichever is earlier.

7.3. Artist’s Resale Royalty

In certain countries, local laws entitle the artist or the artist’s estate with artist’s resale right under which either of them can claim a royalty from you or a Seller when a Lot created by the artist is sold to you. If a Lot is subject to an artist’s resale right, you must pay us an extra amount equal to the royalty, unless the applicable law requires the payment to be made by a Seller. If artist’s resale royalty is applicable, we may calculate the same using the exchange rate applicable on the day of the sale. We will forward the royalty received from you to the appropriate government authority on your or a Seller’s behalf.

7.4. Shipping charges

(a) Unless otherwise stated, any shipping charges you will be required to pay include international shipping charges for delivery of a Lot to your designated delivery address. The shipping charges will not include (i) any applicable local taxes and handling fees; and (ii) any customs duty, import tax and any local clearance fees applicable to your country.

(b) Where the Buyer elects the Lot to be shipped by our nominated shipper and agrees with the quote provided by them, the Buyer will be responsible and separately charged for all shipping charges.

(c) It is your responsibility to ascertain and pay any applicable international duties, custom charges, taxes, charges and tariffs owed to the appropriate government entity, and any other charges that need to be paid prior to shipment or delivery of the purchased Lot, including, but not limited to, any third-party charges necessary to facilitate shipment as well as any necessary insurance charges. For the avoidance of doubt, Artwide is not responsible for any payment in connection with the clearance of customs or the shipment of the Lot or taking out any insurance for a shipment.

8. WARRANTIES AND CONDITIONS

8.1. Seller’s warranties

(a) The Seller of a Lot gives you the following warranties that the Seller:

(i) is a legal owner of the Lot or a legal joint owner of the Lot acting with the permission of the other co-owners, or a person who is authorized by the legal owner of the Lot or under law to sell the Lot; and

(ii) has the right to transfer title and ownership of the Lot to a Buyer without being subject to any restrictions or claims by any third parties.

(b) If any of the above warranties are incorrect, the Buyer shall not be obliged to pay the Purchase Price.

(c) The Seller shall not be responsible to you for any reasons for loss of profits or business, expected savings, loss of opportunity or interest, costs, expenses or any special, consequential, incidental or indirect damages of any kind or any damages which fall within the meaning of ‘special’, ‘incidental’ or ‘consequential’ under applicable local law.

(d) The Seller of a Lot gives no warranty in relation to the Lot other than as set out above in this clause and the Authenticity Warranty (if applicable) and, as far as permitted by law, any other warranties or obligations of the Seller which may be added to these Conditions by applicable law are excluded.

8.2. Our Authenticity Warranty

(a) We warrant that that each Lot listed for the Online Auctions are Authentic, subject to the following limitations below:

(i) The Authenticity Warranty do not apply if you have failed to give us a written notice of your claim within a period of thirty (30) days from the date of the sale;

(ii) The Authenticity Warranty is given only for information shown in the title description of the Sale Particulars of a Lot;

(iii) The Authenticity Warranty does not apply where the title description of the Sale Particulars of a Lot either matched the generally accepted opinion of experts or drew attention to any conflict of opinion at the time of sale;

(iv) The Authenticity Warranty does not apply if a Lot can only be shown not to be Authentic by a scientific process which (i) was not available or generally accepted for use; (ii) was unreasonably expensive or impractical; or (iii) was likely to have damaged a Lot, on the date we published the Sale Particulars; and

(v) The benefit of the Authenticity Warranty is only available to the original Buyer shown on the invoice for a Lot issued at the time of the sale and only if on the date of the notice of claim, the original Buyer is the full legal owner of the Lot and the Lot is free from any claim, interest or restriction by anyone else. The benefit of this Authenticity Warranty may not be transferred to anyone else.

(b) In order for you to claim under the Authenticity Warranty from us and to be entitled to the refund of your Purchase Price, you must:

(i) give us a written notice of your claim, together with full supporting evidence of such claim if we require, within thirty (30) days of the date of the sale;

(ii) if requested by us, obtain written opinions of two recognized experts in the field of the Lot mutually agreed by you and us confirming that the Lot is not Authentic (and if we have any doubts, we reserve the right to obtain additional opinions at our expense without your consent); and

(iii) return the Lot at your expense to the place from where it was shipped to you in the physical condition it was in at the time of sale.

(c) For the avoidance of doubt, your only right under this Authenticity Warranty is to cancel the sale and receive a refund of the Purchase Price paid by you to us. We will not, in any circumstances, be required to pay you more than the Purchase Price nor will we be liable for any reason for loss of profits or business, expected savings, loss of opportunity or interest, costs, expenses or any special, consequential, incidental or indirect damages of any kind or any damages which fall within the meaning of ‘special’, ‘incidental’ or ‘consequential’ under applicable local law.

8.3. Disclaimer of additional warranties by us and the Seller

(a) To the fullest extent permissible under applicable law, we and the Seller disclaim and exclude any and all other warranties of any kind relating to a Lot and the Artwide Platform, save for the Authenticity Warranty in clause 2 above.

(b) Save for our warranties set out above in clauses 1 and 8.2 and any warranty of any kind required by any applicable local law and regulations, no representation, warranty, guarantee or assumption of liability of any kind in respect of a Lot with regard to merchantability, fitness for a particular purpose, description, size, quality, physical condition, attribution, Authenticity, rarity, importance, medium, provenance, exhibition history, literature, or historical relevance are contained in these Conditions.

(c) We make no warranty and have no responsibility whatsoever to any person other than the Buyer of a Lot, and any rights granted to you under these Conditions shall not be transferred to anyone else.

(d) Our liability to you in any way shall be limited to the Purchase Price defined in clause 3 below, and we shall not be liable to you for any reason for any special, consequential, incidental or indirect damages of any kind or any damages which fall within the meaning of ‘special’, ‘incidental’ or ‘consequential’ under applicable local law.

8.4. Your warranties

You warrant that the funds used for payment of the Purchase Price are not connected with any criminal activity, including tax evasion, and that you and the company which you are acting for as an authorized person (if applicable) are neither under investigation, nor you and such company has been charged with or convicted of money laundering, terrorist activities or any other crimes.

9. BUYER’S CONDITIONS

9.1. You will be bound by the purchase of a Lot once you have become a successful bidder in the Online Auction.

9.2. You are advised to carry out your own inspections and investigations into a Lot and satisfy yourself or consult with your own experts prior to purchase of the Lot.

9.3. All Lots are sold by the Sellers on "as is" basis, meaning that you purchase a Lot with full knowledge of physical condition of the Lot at the time of the sale, without reliance on any representation, warranty, or assumption of liability of any kind as to physical condition of the Lot made by us or the Seller. A physical condition report from us or the Seller may be available on your request, but you should conduct your own inspection.

9.4. It is your sole responsibility to identify and obtain any necessary import, export, endangered species, or any other permit for a Lot. We make no representations or warranties as to whether a Lot is or is not subject to any export or import restrictions. The denial of any permit or licence shall not justify the cancellation of the purchase of a Lot or any delay in payment.

9.5. Following the purchase of a Lot, payment is due by the Due Date in accordance with clause 1 below and should be made by any of the payment modes stipulated in clause 10.2 below. For the avoidance of doubt, all invoices will be sent via e-mail by us and shall be deemed to have been received by you at the time such e-mail is sent by us.

9.6. We do not accept cash, credit card or cheque payments for purchasing Lots.

9.7. We reserve the right to decline payments received from a third party who is not our registered bidder in an Online Auction and reserve the right to seek identification and documentary evidence of the source of any funds received.

9.8. We may cancel the sale of a Lot if (i) any of your warranties in clause 4 is not correct; (ii) we reasonably believe that completing the sale is or may be unlawful; or (iii) we reasonably believe that the sale may damage our or the Seller’s reputation and/or place us or the Seller under any liability to anyone else.

9.9. You will pay us for any deficiency, any and all costs, handling charges, late charges, and expenses (including, without limitation, taxes and duties) incurred by us in relation to shipment, packing and storage of a Lot in accordance with clause 12

9.10. We own the copyright in all images, illustrations and written material produced by or for us relating to a Lot, including the contents of our Sale Particulars. You cannot use them without our prior written permission. We do not offer any guarantee that you will gain any copyright or other reproduction rights to a Lot which you have purchased.

9.11. You are solely responsible for all taxes and duties of any kind that may be payable on your purchased Lot and you will pay any taxes and duties of any kind due to us in accordance with clause 2 above.

9.12. Without prejudice to any rights we or the Seller may have, in the event that you fail to pay the Purchase Price of a Lot in accordance with the procedures set out in clause 10 below, you will be in default and liable for the Purchase Price and all fees, charges and expenses, including but not limited to shipment, storage and insurance costs, and taxes and duties, as set out in these Conditions. In our sole discretion, we may inform the Seller and exercise one or more of the follow remedies (as well as any other rights or remedies we have by law):

(a) we may charge interest on the unpaid amount due from the Due Date at the rate of 15% per annum from time to time;

(b) we may cancel the sale of the Lot. If we do this, we may sell the Lot again, either publicly or privately on such terms we shall think necessary or appropriate, in which case you must pay us any shortfall between the Purchase Price and the proceeds from the resale. You must also pay all costs, expenses, losses, damages and legal fees which we have incurred or may suffer and any shortfall in the Seller’s commission on the resale;

(c) we may pay the Seller an amount up to the net proceeds payable in respect of the amount bid by your default in which case you shall acknowledge and understand that we will have all of the rights of the Seller to demand you for such amounts due;

(d) we may hold you legally responsible for the Purchase Price and may begin legal proceedings to recover this sum together with other losses, interest, legal fees and costs as far as we are allowed by law to recover from you;

(e) we may deduct the amounts what you owe us from any amounts which we or any Artwide Group Company may owe you (including any deposit or other part-payment which you have paid to us);

(f) we may, at our option, reveal your identity and inform your details to the Seller;

(g) we may reject at any future Online Auction any bids made by you or obtain a deposit from you before accepting any bids;

(h) we may exercise all the rights and remedies of a person holding security over any property in our possession owned by you, whether by way of pledge, security interest or in any other way as permitted by the law of the place where such property is located. You will be deemed to have granted such security to us and we may retain such property as collateral security for fulfilment your obligations to us;

(i) if you owe money to us or to any Artwide Group Company, we may use or deal with any of your property we hold or which is held by another Artwide Group Company in any way permissible by law. We will only release your property to you after you pay us or the relevant Artwide Group Company in full for what you owe. However, if we choose, we may sell your property in any way we think appropriate. We are entitled to use the proceeds of the sale of the property to set off any amounts you owe us, and we will pay any remaining proceeds of that sale to you. If there is a shortfall, you must pay us any difference between the proceeds of the sale of the property and the amount you owe us; and

(j) we may take any other action we see necessary or appropriate.

In any event, you will be liable for any deficiency, any and all cost, handling charges, late charges, expenses, legal fees, collection fees and incidental damages incurred by us.

9.13. You are prohibited from offering a Lot for re-sale until ownership has been passed to you in accordance with clause 1 below. You will comply with any restrictions on re-sale of a Lot imposed by the Seller. Failure to comply with these conditions will lead to immediate termination of your registered account and you will be subject to all remedies available to us.

10. PAYMENT

10.1. Purchase Price and payment

(a) Immediately following the sale of a Lot during an Online Auction, you must pay the Purchase Price, which is the aggregate sum of the following amounts in respect of the Lot:

(i) the Hammer Price;

(ii) the Buyer’s Premium as set out under clause 1 above;

(iii) any artist’s resale royalty as set out under clause 3 above;

(iv) any shipping and related costs and charges as set out under clause 4 above; and

(v) any applicable duties, goods, sales use, compensating or service tax.

(b) You will be issued an invoice by us as the Seller or as agent for the Seller (as the case may be) for the Purchase Price as soon as practicable following receipt of the invoice from the Seller (if applicable).

(c) The invoice issued by us to you is due and payable immediately. In any event, payment of the Purchase Price should be made by wire transfer no later than the Due Date being the 10^th Business Day following the date of an Online Auction. If you are paying in cryptocurrency, please refer to the Appendix 1 Clause 3.

(d) We will only accept payment from the registered bidder and our invoice will contain information of the registered bidder. Once issued, we cannot change the Buyer’s name on an invoice or re-issue the invoice in a different name. You must pay the Purchase Price by the Due Date even if you want to export the Lot and you need an export licence to do so.

(e) Please contact our Client Services (support@artwide.com) for any questions relating to

10.2. Mode of Payment

You must pay for a Lot purchased from us in the Online Auction in the currency stated on the invoice through wire transfer. You must make payment to the following bank account from a bank account under your name:

HSBC (The Hongkong & Shanghai Banking Corporation Limited)
Unit 803-806, 8/F, Low Block, Grand Millennium Plaza
181 Queen’s Road Central, Hong Kong
Account: 652-243734-838
SWIFT: HSBCHKHHHKH
Beneficiary: ARTWIDE INTERNATIONAL HK LTD

Alternatively, you must pay for a Lot purchased from us in the Online Auction using cryptocurrencies as described in Appendix 1. You should review Appendix 1 and all its terms and conditions carefully.

11. OWNERSHIP AND RISK

11.1. Transfer of ownership to you

The ownership of a Lot will not pass to you until (i) we have confirmed that you have met all bidder identification and registration procedures; and (ii) we have received full, clear and undisputed payment of all amounts due to us including the Purchase Price, even in circumstances where we have released the Lot to you.

11.2. Transfer of risk to you

The risk in and responsibility for the Lot will transfer to you from whichever is the earlier of the following: (i) when the Lot comes into your physical possession or that of any person or carrier which you authorized to take possession of the Lot; or (ii) at the end of the 30^th day following the date of the Online Auction or, if earlier, the date the Lot is taken into care by a third party warehouse unless we have agreed otherwise with you in writing.

12. SHIPMENT

12.1. Transport and shipping

(a) If you choose to have us arrange the shipping of your Lot via one of our partners, then unless otherwise explicitly agreed by us or unless the Lot purchased by you requires a special permit (in which case shipment may be delayed), we will endeavor to ship your Lot to the designated delivery address which you provided at registration no later than 30 days from receipt of full and clear payment for the Purchase Price for the Lot.

(b) You must ensure that you provide a valid delivery address at registration for a Lot to be shipped. Except in very limited circumstances, we will only ship to the registered address on your account which you provided at the time of Purchases cannot be delivered to P.O. boxes. Our shipping partners will only operate a curbside or ground floor delivery, unless otherwise agreed with you. You are responsible for paying any shipping charges if the Lot is returned to the Seller or us due to your failure to provide a valid delivery address, or to pay any duty, import taxes or customs processing fees, or failure of a recipient to sign and accept delivery, where necessary. You will be responsible for any and all shipping expenses, including costs, packing and handling, as specified in the Sale Particulars. We shall use reasonable efforts to take care when handling, packing and facilitating any shipment of a Lot, but we are not responsible for any acts or omissions of any third party retained or hired for these purposes, including, without limitation, any packing, shipping or delivery of a Lot. Similarly, where we suggest any third-party handler, packer or carrier upon request, we do not accept liability for their acts, omissions or neglect and you agree to release us from any such liability.

(c) Subject to clause 1(e) below, we will obtain any special permits required for the export or import of the product and will be regarded as the "Exporter of Record". As the recipient of the package, you will be regarded as the "Importer of Record" and you must appoint a shipper as your agent to manage all import and customs clearance procedures and to ensure that customs duties and taxes are paid to the relevant customs and tax authorities in your country.

(d) Our shipping partners may contact you directly if necessary for delivering your Lot or making arrangements for pick-up, if you need to return a Lot.

(e) Shipping is currently not possible to countries subject to international embargoes. If the country you wish to ship to is unavailable or if you have questions generally about international shipping, please contact our Client Services (support@artwide.com).

(f) You expressly agree not to divert, reship or forward any part of a shipment to any country subject to international embargoes.

(g) If you have any questions about international shipping in general, or about a specific shipment of our products, please contact our Client Services (support@artwide.com).

12.2. Customs Duty and Tax

(a) Customs duty and import tax are specific to a particular country. Customs authorities in each country calculate duty and tax based on a number of factors, including:

(i) the category in which a Lot is classified in the international Harmonised System Code (HSC);

(ii) the value of a Lot, meaning the amount of the successful bid; and

(iii) for most countries, duty is calculated on a "CIF" basis (meaning Cost, Insurance and Freight), so the shipping charge you pay will also be factored into the calculation of the duty you will pay.

(b) It is your responsibility to ascertain and pay any applicable international duties, custom charges, taxes, charges and tariffs owed to the appropriate government entity or that otherwise need to be paid prior to shipment or delivery including any third-party charges necessary to facilitate shipment. Artwide shall not be responsible for any damages, losses, costs or delays in this respect.

12.3. Delivery times

Where required, your purchases will be shipped via international air. Delivery time depends on a number of variables, and there may be delays such as bad weather affecting air transport, or a package being held for inspection by customs. Neither we nor our shipping partners are liable for any delays in international transportation or customs clearance. Shipments can be delivered directly to most addresses, however in certain remote areas you may need to pick up your package from the closest service point of our nominated shipping partner.

12.4. Loss or damage during shipment

(a) Be sure to check the details of your purchase carefully on receipt and check the contents of the package promptly upon If you have a problem with a Lot, contact our Client Services (support@artwide.com).

(b) On rare occasions, a package may be lost or the contents be damaged during international shipment no matter how carefully it is handled. If your package is lost or damaged in international transit, you will need to submit a claim within 14 days of the date of delivery, or within 14 days of the date you received confirmation that it was lost. To make a claim, contact our Client Services (support@artwide.com).

(c) For the avoidance of doubt, if you have not taken out any insurance for shipment of the Lot, you shall be solely liable for all damages, if any, incurred in the course of and arising out of the shipment.

12.5. Limitation to export and import

(a) Certain Lot sold may be affected by laws on exports from the country in which it is sold and the import restrictions of other countries. Many countries require a declaration of export for property leaving the country or an import declaration on entry of property into the country. Obtaining the necessary permits or licenses may result in additional costs and subsequent delays. Local laws may prevent you from importing a Lot or selling a Lot in the country you import it into. Unless otherwise agreed by us in writing, the fact that you may need to apply for an import or export license or some other permit or license for shipment may result in additional time to process at an additional cost and does not affect your obligation to make payment on the payment Due Date nor our right to charge interest or storage charges on late payment. A delay in obtaining required permits or licenses shall not justify a rescission of any sale nor a delay in making full payment for a Lot, and we shall not be obliged to refund any interest or other expenses incurred by you. Local laws may prohibit the import or export of some property or the resale of some property in the country of importation. It is your responsibility to check if a Lot can be imported into or transported to the specified delivery location and plan for additional time to apply for and receive the appropriate and necessary permits or licenses. No such restriction or delays associated with processing shipments shall justify the rescission of any sale or delay in making full payment for a Lot.

(b) You alone are responsible for getting advice about and meeting the requirements of any laws or regulations which apply to exporting or importing any Lot prior to bidding. If you are refused a license or there is a delay in getting one, you must still pay us in full for the Lot. We may be able to help you apply for the appropriate licenses if you ask us to and pay our fee for doing so, however we cannot guarantee that you will obtain all necessary licenses. For more information, contact our Client Services (support@artwide.com).

13. LIMITATION OF OUR LIABILITY

13.1. We give no warranty in relation to any statement made, or information given, by us or our representatives or employees, about any Lot other than the Authenticity Warranty set out in clause 2 and, as far as we are allowed by law, all warranties and other terms which may be added to these Conditions by law are excluded. The Seller’s warranties contained in clause 8.1 are provided by the Seller and we do not have any liability to you in relation to those warranties (unless we are the Seller).

13.2. We:

(a) shall not be responsible to you for any reason (whether for breaching these Conditions or any other matter relating to your purchase of, or bid for, any Lot) except for fraud or fraudulent misrepresentation by us or as expressly set out in these Conditions;

(b) do not give any representation, warranty or guarantee or assume any liability of any kind in respect of any Lot with regard to merchantability, fitness for a particular purpose, description, size, quality, condition, attribution, authenticity, rarity, importance, medium, provenance, exhibition history, literature, or historical relevance;

(c) are not responsible to you in contract, tort (including negligence) or otherwise for any business losses, such as loss of data, profits, revenue, business, opportunity, goodwill, reputation or business interruption or for any losses which are not reasonably foreseeable by us arising directly or indirectly from your use or inability to use our Artwide Platform, any delays or disruptions to our Artwide Platform, viruses or other malicious software obtained by accessing or linking to our Artwide Platform, or any inaccuracies of any kind on our Artwide Platform;

(d) have no responsibility and are not liable to any person other than the Buyer of a Lot;

13.3. If, in spite of the terms in clauses 2(a) to 13.2(d) above, we are found to be liable to you for any reason, the aggregate amount of our liability shall be limited to the Purchase Price actually received by us. We will not be responsible to you for any reason for loss of profits or business, loss of opportunity or value, expected savings or interest, costs, damages, or expenses; and

13.4. Neither we nor the Seller will be responsible for any failure to meet any obligation which we or the Seller has under these Conditions or under the Sale Particulars which is caused by circumstances beyond our or the Seller’s reasonable control. This includes, but is not limited to strikes, lockouts, fire, flood, natural disasters, war, armed conflict, terrorist attack and nuclear and chemical contamination.

14. ERSONAL INFORMATION, PRIVACY AND DATA PROTECTION

14.1. We will hold and process your personal information and may pass it to any Artwide Group Company for use as described in and in line with our privacy notice as may be published from time to time on the Artwide Platform and in accordance with the Personal Data (Privacy) Ordinance (Cap 486 of Laws of Hong Kong).

14.2. In order to ship a Lot internationally to you, we may provide certain personal information about you to our nominated shippers, including your name, delivery address and phone number, details and the Purchase Price of your purchased Lot, and the weight and dimensions of the package. Our shippers will treat this information as private and confidential and will only use it for the purpose of providing international shipping and any customs clearance services you request from them in order to deliver your Lot to you. Information about the packages being shipped to you will be provided to the necessary authorities for purposes of export, import, duty, tax, and security screening. The information may include your name, delivery address, description of the goods, their value, the number of pieces, and the weight of the package. This information is required by law and regulations applicable in the countries from where and to where packages are transported. Our shipping partners are committed to responsible data management, comply with applicable data protection legislation, and employ industry standard practices to protect the security of your data, which may be stored and processed in the United Kingdom, the United States, and other countries.

15. GENERAL TERMS

15.1. No failure or delay to exercise any right or remedy provided under these Conditions shall constitute a waiver of any right or remedy, nor shall it prevent or restrict the further exercise of any right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of any right or remedy.

15.2. You may not assign, transfer, charge or deal with these Conditions or all or any part of the benefit of, or the rights and benefits under these Conditions, except with our written consent. These Conditions will be binding on your successors or estate and anyone who takes over your rights and responsibilities.

15.3. These Conditions and any claims arising in connection with these Conditions or any other rights you may have relating to the purchase of a Lot shall be governed by and construed with the laws of Hong Kong.

15.4. Any dispute, controversy, difference or claim arising out of or relating to these Conditions, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non- contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre ("HKIAC") under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.

15.5. If it is found that any part of these Conditions is not valid, or is illegal or impossible to enforce, that part of the Conditions will be treated as being deleted, and the rest of the Conditions shall not be affected and remain in full force and effect and be binding upon you.

15.6. If we have provided a translation of these Conditions, the original version in English shall prevail over any translated versions and be used in deciding any issues or disputes which may arise under these Conditions.

15.7. A person who is not party to these Conditions cannot enforce or enjoy the benefit of any term of these Conditions under the Contracts (Rights of Third Parties) Ordinance (Cap 623 of Laws of Hong Kong).

15.8. Any notice or other communication to be made under or in connection with these Conditions shall be made in writing and, unless otherwise stated, shall be delivered personally or by courier by an internationally recognized courier company, or by facsimile or email, and sent to our address as stipulated below. The notice or other communication sent to us in accordance with this clause shall be effective upon our receipt.

Artwide International H.K. Limited
Address: Room 1104, Crawford House, 70 Queen’s Road Central, Central, Hong Kong
Email address: support@artwide.com

Our Client Services referred to in these Conditions can be reached at (support@artwide.com).

IMPORTANT NOTICES

Our Sale Particulars of a Lot entries are not intended to describe the physical condition of the Lot and you are advised to seek professional advice before purchasing a Lot.

The following expressions with their accompanying explanations are used by us as standard cataloguing practice. Our use of these expressions does not take account of the physical condition of a Lot of the extent of any of its restoration.

Property owned in part or in full by Artwide

From time to time, we may offer a Lot which we own in whole or in part.

Minimum Price Guarantee

On certain occasion, we have a direct financial interest in the outcome of the sale of a Lot consigned for sale. This will usually be where we have guaranteed to a Seller that whatever the outcome of the sale, the Seller will receive a minimum sale price for the Lot, as known as a minimum price guarantee.

Third Party Guarantees/Irrevocable bids

Where we have provided a minimum price guarantee, we are at risk of making a loss, which can be significant, if the Lot fails to sell. We therefore sometimes choose to share that risk with a third party who agrees prior to an Online Auction to place an irrevocable written bid on the Lot. If there are no other higher bids, that third party commits to buy the Lot at the level of their irrevocable written bid. In doing so, the third party takes on all or part of the risk of the Lot not being sold. If the Lot is not sold, the third party may incur a loss.

We compensate the third party in exchange for accepting this risk provided that the third party is not the successful bidder. The remuneration to the third party may either be based on a fixed fee or an amount calculated against the Hammer Price. The third party may also bid for the Lot above the irrevocable written bid. Where the third party is the successful bidder, the third party is required to pay the Hammer Price and the Buyer’s Premium in full.

Third party guarantors are required by us to disclose to anyone they are advising their financial interest in any Lot they are guaranteeing. However, for the avoidance of any doubt, if you are advised by or bidding through an agent on a Lot identified as being subject to a third-party guarantee, you should always ask your agent to confirm whether or not he or she has a financial interest in relation to the Lot.

Bidding by parties with an interest

A party with a direct or indirect interest in a Lot, such as a person who may have knowledge of the Reserve or any other material information relating to a Lot, may be bidding on the Lot. The example of such persons are the beneficiaries of an estate that consigned a Lot or a joint owner of a Lot. Any interested party that successfully bids on a Lot must comply with these Conditions, including paying us with the Buyer’s Premium and any applicable taxes of a Lot.

Other arrangements

We may enter into other arrangements not involving bids. These include arrangements where we have given the Seller an advance on the proceeds of sale of a Lot or where we have shared the risk of a guarantee with a partner who was not required to place an irrevocable written bid or otherwise participating in the bidding on a Lot

APPENDIX 1

TERMS FOR PAYMENT BY BUYERS IN CRYPTOCURRENCY

This appendix shall apply when we have agreed to accept full or partial payment of the Hammer Price, the Buyer’s Premium, and any additional costs, either in cryptocurrency, fiat Currency, or a combination of both, and have confirmed the acceptance to the Buyer in writing.

1. TYPE OF CRYPTOCURRENCY

1.1. Except in the event you are a resident of Mainland China, you, the Buyer, may make payment of the Hammer Price, the Buyer’s Premium, and any additional costs Tether (USDT) (or other cryptocurrencies accepted by us, at the cost and expense of the Buyer) via a digital wallet transfer to us if we have stipulated that payment may be made in cryptocurrency for a Lot, provided always that the Hammer Price, the Buyer’s Premium, and any other sums which together constitute the full amount of the Purchase Price under 1(a) shall be payable only in US Dollar or Euro or other fiat currencies of the sale accepted by us.

1.2. We reserve the right to specify that we will only accept a particular cryptocurrency or cryptocurrencies, in addition to, or in the alternative, to USDT, for an individual Lot or Online Auction at our sole discretion.

1.3. If you offer to bid in a cryptocurrency not specified by us as acceptable to us for an individual Lot or Online Auction, we may refuse to register you to bid or permit your participation in the sale. Further, if you make a successful bid in such circumstances, we reserve the right, in our sole discretion, to cancel the contract for sale between you and the Seller.

2. DIGITAL WALLET(S)

2.1. You must send payment of the Hammer Price, the Buyer’s Premium, and any additional costs directly to us from a digital wallet maintained with one of the following digital wallet providers: Coinbase Custody Trust; Coinbase, Inc.; Coinbase Singapore Pte Ltd; Fidelity Digital Assets Services, LLC; Gemini Trust Company, LLC; Gemini Europe Limited; Gemini Europe Services Limited; Gemini Digital Payments Pte Ltd; Paxos Trust Company, LLC; Paxos Global Pte Ltd; Digivault Limited; Ziglu Limited; Archax Ltd.; Solidi Ltd.; Independent Reserve SG Pte Ltd; or such other digital wallet producers as may be specified by us from time to time.

2.2. We reserve the right to amend this list at our sole discretion and specify which further or alternative digital wallet providers your digital wallet must be maintained by.

2.3. Only cryptocurrency payments sent from digital wallets hosted by the providers specified by us will be credited towards the purchase of a Lot. We will not recognise payments from digital wallets hosted by other providers, or from self-hosted digital wallets.

2.4. If you do not have such a digital wallet maintained by a provider specified by us, we may refuse to register you to bid or permit your participation in the sale. Further, if you make a successful bid, we reserve the right, in our sole discretion, to cancel the contract for sale between you and the Seller.

2.5. You must be the owner of the digital wallet, or, if you registered a bid as a company, then the company must be the owner.

You agree, upon our request, to provide documentation confirming that the cryptocurrency payment was made from a digital wallet owned by you and maintained by one of the providers listed above.
For the avoidance of doubt, "ownership" of a digital wallet means either you hold or have held on your behalf, or the company on whose behalf you are bidding holds, or has held on its behalf, the private keys associated with that digital wallet or that the provider of the digital wallet recognizes you, or the company on whose behalf you are bidding, as owning the cryptocurrency associated with that digital wallet.

2.6. Partial payments of a single Lot from multiple digital wallets will not be allowed. If you purchase multiple lots, you may purchase one Lot with payment from one digital wallet and another Lot with payment from a different digital wallet, but this must be accomplished through two separate transactions paying the Hammer Price, the Buyer’s Premium, and any additional costs in full.

3. TIME FOR PAYMENT

Payment of the Hammer Price, the Buyer’s Premium, or any additional costs, if made in cryptocurrency, must be made in full upon receipt of the invoice for the respective Lot, and no later than the specified time indicated on the invoice. Alternatively, payment of the Hammer Price, the Buyer’s Premium, or any additional costs, which together constitute the full amount of the Purchase Price shall be made to us in accordance with clause 10.1 and 10.2.

4. CURRENCY CONVERSION

4.1. Where we determine that payment for the Hammer Price, Buyer’s Premium, and any additional costs are to be made in cryptocurrency, our invoice to you will specify (i) the Purchase Price in the fiat currency of the sale (i.e., US dollar or Hong Kong dollar), and (ii) the Hammer Price, the Buyer’s Premium, our cryptocurrency administrative costs and any additional costs in Tether or other accepted cryptocurrencies, including any associated exchange fees (cryptocurrency to fiat) charged by our gateway partners.

4.2. The respective cryptocurrency amount(s) will be calculated by us based on the following:

For Tether (if accepted): the USD/USDT hourly quoted CoinDesk Tether Price Index at the start time of the auction. The USD/USDT rate will then be converted into HKD/USDT using the HKD/USD exchange rate provided by our bank on the same day as the USDT/USD is quoted.
For Ether (if accepted): the USD/ETH hourly quoted CoinDesk Ether Price Index (ETX) at the start time of the auction. The USD/ETH rate will then be converted into HKD/ETH using the HKD/USD exchange rate provided by our bank on the same day as the ETH/USD is quoted; or
For Bitcoin (if accepted): the USD/BTC hourly quoted CoinDesk Bitcoin Price Index (XBX) at the start time of the auction. The USD/BTC rate will then be converted into HKD/BTC using the HKD/USD exchange rate provided by our bank on the same day as the BTC/USD is quoted,

or equivalent rates applicable to other cryptocurrency where we specify acceptance of this additional or alternative cryptocurrency, as determined by us at the time the invoice is issued and will be disclosed in the invoice.

Our certificate as to such rate(s) will be conclusive and final.

4.3. You understand that the price of cryptocurrencies can be volatile and subject to upward and downward movements. You undertake to pay the specified fiat currency amount or cryptocurrency amount set out in the invoice, regardless of whether the fiat currency to cryptocurrency or other conversion rate differs at the time of your payment to the rate used to calculate the cryptocurrency amount set out in the invoice.

4.4. You understand that if you fail to make full payment upon receipt of our invoice and by the specified time indicated on the invoice, in accordance with these Conditions, we will only accept payment for the Hammer Price, Buyer’s Premium, and any additional costs in the specified fiat currency of the sale, as per Clause 10.

4.5. Partial payment in cryptocurrency, alongside fiat currency or another cryptocurrency, is discouraged and should be discussed with us prior to the issuance of any invoice.

5. SANCTIONS, ANTI-MONEY LAUNDERING ("AML") AND COUNTER-TERRORIST FINANCING ("CTF") MEASURES

5.1. We are committed to the fight against money laundering and terrorist financing and to compliance with relevant sanctions laws. To this end, you undertake to comply with our request(s) for Know-Your-Client ("KYC"), source of funds, and other information and documentation fully, accurately, and promptly. We may require such information or documentation from you at our sole discretion in order for us to comply with our Sanctions, AML and CTF policies and our obligations under domestic and international law.

5.2. If, in our absolute discretion, you do not satisfy our bidder identification and registration procedures, inclusive of, but not limited to (i) you being obstructive or misleading in response to our requests for KYC, source of funds or other information and/or documentation; (ii) you failing to provide KYC, source of funds or other documentation requested by us at all or to the standard we require, to be determined at our sole discretion; and (iii) passing any sanctions or AML and/or CTF checks to our satisfaction, we may refuse to register you to bid, and if you make a successful bid, we may cancel the contract for sale between you and the seller.

5.3. You warrant that if you make payment in cryptocurrency to us from a digital wallet, the source of funds for the digital wallet is not attributable, either directly or indirectly, to:

a citizen or resident of, or located in, Iran, North Korea, Syria, Cuba or the Crimea region of Russia or any other geographic area that is the target of comprehensive sanctions or embargoes imposed by the European Union, the United Kingdom, the United Nations or the United States;
an individual, or an individual employed by or associated with an entity, identified on any international embargo or sanction,

and you accept that we, in our absolute discretion, can make such enquiry as we require to satisfy ourselves of the source of funds related to the transaction.

6. ANCILLARY

Please contact our Client Services (support@artwide.com) for any questions relating to payments.