12 GOVERNING LAW “Expenses” charges and expenses paid or payable by Bonhams “Trust Account” the bank account of Bonhams into which all relevant 12.1 Law in respect of the Lot including legal expenses, banking charges sums received in respect of the Purchase Price of any Lot will be paid, such account to be a distinct and separate account to Bonhams’ All transactions to which this agreement applies and all and expenses incurred as a result of an electronic transfer of normal business bank account. connected matters will be governed by and construed in “Website” Bonhams website at www.bonhams.com. accordance with the laws of Hong Kong. Bonhams has a money, charges and expenses for insurance, catalogue and other “Withdrawal Notice” the Seller’s written notice to Bonhams disputes procedure in place. revoking Bonhams’ instructions to sell a Lot. 12.2 Language reproductions and illustrations, any customs duties, advertising, “Without Reserve” where there is no minimum price at which a Lot The Buyer’s Agreement is published in both Chinese and may be sold (whether at auction or by private treaty). English. If there is any dispute in its interpretation, the English packing or shipping costs, reproductions rights’ fees, Taxes, levies, GLOSSARY version will prevail. The following expressions have specific legal meanings with which DATA PROTECTION - USE OF YOUR INFORMATION costs of testing, searches or enquiries, preparation of the Lot for sale, you may not be familiar. The following glossary is intended to give As a result of the services provided by us, we obtain personal data you an understanding of those expressions but is not intended to about you (which expression for the purposes of this paragraph only storage charges, removal charges or costs of collection from the limit their legal meanings:- includes your employees and officers, if relevant). You agree to our use “artist’s resale right”: the right of the creator of a work of art to of it as follows. Seller as the Seller’s agents or from a defaulting Buyer, plus Tax. receive a payment on sales of that work subsequent to the original We may use your data to notify you about changes to our services sale of that work by the creator of it as set out in the Artists Resale and to provide you with information about products or services that “Forgery” an imitation intended by the maker or any other person to Right Regulations 2006. you request from us or which we feel may be of interest to you. Data deceive as to authorship, attribution, origin, authenticity, style, date, “bailee”: a person to whom goods are entrusted. about you may be analysed to identify your potential preferences for “indemnity”: an obligation to put the person who has the benefit these purposes. We may disclose your data to any member of our age, period, provenance, culture, source or composition, which at of the indemnity in the same position in which he would have been, group (which means our subsidiaries, our ultimate holding company had the circumstances giving rise to the indemnity not arisen and the and its subsidiaries as defined in section 1159 and schedule 6 of the the date of the Sale had a value materially less than it would have expression “indemnify” is construed accordingly. Companies Act 2006, including any overseas subsidiary). Subject to “interpleader proceedings”: proceedings in the Courts to this, we will not disclose your data to any third party but we may from had if the Lot had not been such an imitation, and which is not stated determine ownership or rights over a Lot. time to time provide you with information about goods and services “knocked down”: when a Lot is sold to a Bidder, indicated by the provided by third parties which we feel may be of interest to you. Any to be such an imitation in any description of the Lot. A Lot will not fall of the hammer at the Sale. member of our group may use your data for similar purposes. “lien”: a right for the person who has possession of the Lot to retain We will keep your data for a period of five years from the date of your be a Forgery by reason of any damage to, and/or restoration and/or possession of it. last contact with us so as to simplify any future registration. The data “risk”: the possibility that a Lot may be lost, damaged, destroyed, may be transferred to and stored outside Hong Kong and you agree to modification work (including repainting or over painting) having been stolen, or deteriorate in condition or value. this transfer. “title”: the legal and equitable right to the ownership of a Lot. You have the right to request us not to use your information for these carried out on the Lot, where that damage, restoration or modification “tort”: a legal wrong done to someone to whom the wrong doer has purposes by contacting Bonhams (Hong Kong) Limited at Montpelier a duty of care. Galleries, Montpelier Street, London, SW7 1HH, United Kingdom (which work (as the case may be) does not substantially affect the identity of for the purpose of the Personal Data (Privacy) Ordinance (Chapter SALE OF GOODS ORDINANCE (Chapter 26 of the Laws of 486 of the Laws of Hong Kong) is the data user) or by e-mail at client. the Lot as one conforming to the description of the Lot. Hong Kong) services@ bonhams.com. The following is an extract from the Sale of Goods Ordinance (Chapter “Guarantee” the obligation undertaken personally by Bonhams to 26 of the Laws of Hong Kong): APPENDIX 3 the Buyer in respect of any Forgery and, in the case of specialist “Section 14 Implied undertaking as to title etc. (1) In every contract of sale, other than one to which DEFINITIONS and GLOSSARY Stamp Sales and/or specialist Book Sales, a Lot made up of a Stamp Where these Definitions and Glossary are incorporated, the following subsection (2) applies, there is- words and phrases used have (unless the context otherwise requires) or Stamps or a Book or Books as set out in the Buyer’s Agreement. (a) an implied condition on the part of the seller that in the meanings given to them below. The Glossary is to assist you to the case of the sale, he has a right to sell the goods, understand words and phrases which have a specific legal meaning “Hammer Price” the price in the currency in which the Sale is and in the case of an agreement to sell, he will have a with which you may not be familiar. conducted at which a Lot is knocked down by the Auctioneer. right to sell the goods at the time when the property is LIST OF DEFINITIONS to pass; and “Additional Premium” a premium, calculated in accordance with “Hong Kong” the Hong Kong Special Administrative Region of the (b) an implied warranty that the goods are free, and the Notice to Bidders, to cover Bonhams’ expenses relating to the People’s Republic of China. will remain free until the time when the property is to payment of royalties under the Artists Resale Right Regulations pass, from any charge or encumbrance not disclosed 2006 which is payable by the Buyer to Bonhams on any Lot marked “Loss and Damage Warranty” means the warranty described in or known to the buyer before the contract is made and [AR] which sells for a Hammer Price which together with the Buyer’s paragraph 8.2.1 of the Conditions of Business. that the buyer will enjoy quiet possession of the goods Premium (but excluding any VAT) equals or exceeds 1000 euros except so far as it may be disturbed by the owner or (converted into the currency of the Sale using the European Central “Loss and Damage Warranty Fee” means the fee described in other person entitled to the benefit of any charge or Bank Reference rate prevailing on the date of the Sale). paragraph 8.2.3 of the Conditions of Business. encumbrance so disclosed or known. “Auctioneer” the representative of Bonhams conducting the Sale. (2) In a contract of sale, in the case of which there “Bidder” a person who has completed a Bidding Form. “Lot” any item consigned to Bonhams with a view to its sale at appears from the contract or is to be inferred from the “Bidding Form” our Bidder Registration Form, our Absentee and auction or by private treaty (and reference to any Lot will include, circumstances of the contract an intention that the Telephone Bidding Form. seller should transfer only such title as he or a third “Bonhams” Bonhams (Hong Kong) Limited or its successors or unless the context otherwise requires, reference to individual items person may have, there is- assigns. Bonhams is also referred to in the Buyer’s Agreement, the (a) an implied warranty that all charges or Conditions of Business and the Notice to Bidders by the words “we”, comprised in a group of two or more items offered for sale as one encumbrances known to the seller and not known to “us” and “our”. the buyer have been disclosed to the buyer before the “Book” a printed book offered for sale at a specialist book sale. lot). contract is made; and “Business” includes any trade, business and profession. (b) an implied warranty that neither- “Buyer” the person to whom a Lot is knocked down by the “Motoring Catalogue Fee” a fee payable by the Seller to Bonhams Auctioneer. The Buyer is also referred to in the Contract of Sale and in consideration of the additional work undertaken by Bonhams in (i) the seller; nor the Buyer’s Agreement by the words “you” and “your”. (ii) in a case where the parties to the contract “Buyer’s Agreement” the contract entered into by Bonhams with respect of the cataloguing of motor vehicles and in respect of the intend that the seller should transfer only such title the Buyer (see Appendix 2 in the Catalogue). as a third person may have, that person; nor “Buyer’s Premium” the sum calculated on the Hammer Price at the promotion of sales of motor vehicles. (iii) anyone claiming through or under the seller or rates stated in the Notice to Bidders. that third person otherwise than under a charge “Catalogue” the catalogue relating to the relevant Sale, including “New Bond Street” means Bonhams’ saleroom at 101 New Bond or encumbrance disclosed or known to the buyer any representation of the catalogue published on our Website. Street, London W1S 1SR. before the contract is made, will disturb the “Commission” the commission payable by the Seller to Bonhams buyer’s quiet possession of the goods. calculated at the rates stated in the Contract Form. “Notional Charges” the amount of Commission and Tax which “Condition Report” a report on the physical condition of a Lot would have been payable if the Lot had been sold at the Notional HONG KONG JEWELS AND JADEITE | 105 provided to a Bidder or potential Bidder by Bonhams on behalf of the Seller. Price. HK/NTB/MAIN/11.2020 “Consignment Fee” a fee payable to Bonhams by the Seller calculated at rates set out in the Conditions of Business. “Notional Fee” the sum on which the Consignment Fee payable to “Contract Form” the contract form, or vehicle entry form, as Bonhams by the Seller is based and which is calculated according to applicable, signed by or on behalf of the Seller listing the Lots to be offered for sale by Bonhams. the formula set out in the Conditions of Business. “Contract for Sale” the sale contract entered into by the Seller with the Buyer (see Appendix 1 in the Catalogue). “Notional Price” the latest in time of the average of the high and “Contractual Description” the only description of the Lot (being low estimates given by us to you or stated in the Catalogue or, if no that part of the Entry about the Lot in the Catalogue which is in bold letters, any photograph (except for the colour) and the contents of such estimates have been given or stated, the Reserve applicable to any Condition Report) to which the Seller undertakes in the Contract of Sale the Lot corresponds. the Lot. “Description” any statement or representation in any way descriptive of the Lot, including any statement or representation relating to its “Notice to Bidders” the notice printed at the front of our authorship, attribution, condition, provenance, authenticity, style, Catalogues. period, age, suitability, quality, origin, value, estimated selling price (including the Hammer Price). “Purchase Price” the aggregate of the Hammer Price and Tax “Entry” a written statement in the Catalogue identifying the Lot and on the Hammer Price. (where applicable) the Buyer’s Premium its lot number which may contain a description and illustration(s) relating to the Lot. and VAT on the Buyer’s Premium and any Expenses. “Estimate” a statement of our opinion of the range within which the hammer is likely to fall. “Reserve” the minimum price at which a Lot may be sold (whether at auction or by private treaty). “Sale” the auction sale at which a Lot is to be offered for sale by Bonhams. “Sale Proceeds” the net amount due to the Seller from the sale of a Lot, being the Hammer Price less the Commission, any Tax chargeable thereon, Expenses and any other amount due to us in whatever capacity and howsoever arising. “Seller” the person who offers the Lot for sale named on the Contract Form. Where the person so named identifies on the form another person as acting as his agent, or where the person named on the Contract Form acts as an agent for a principal (whether such agency is disclosed to Bonhams or not), “Seller” includes both the agent and the principal who shall be jointly and severally liable as such. The Seller is also referred to in the Conditions of Business by the words “you” and “your”. “Specialist Examination” a visual examination of a Lot by a specialist on the Lot. “Stamp” means a postage stamp offered for sale at a Specialist Stamp sale. “Standard Examination” a visual examination of a Lot by a non- specialist member of Bonhams’ staff. “Storage Contract” means the contract described in paragraph 8.3.3 of the Conditions of Business or paragraph 4.4 of the Buyer’s Agreement (as appropriate). “Storage Contractor” means the company identified as such in the Catalogue. “Tax” means all taxes, charges, duties, imposts, fees, levies or other assessments, and all estimated payments thereof, including without limitation income, business profits, branch profits, excise, property, sales, use, value added (VAT), environmental, franchise, customs, import, payroll, transfer, gross receipts, withholding, social security, unemployment taxes, as well as stamp duties and other costs, imposed by the Hong Kong government applicable from time to time and any interest and penalty relating to such taxes, charges, fees, levies or other assessments. “Terrorism” means any act or threatened act of terrorism, whether any person is acting alone or on behalf of or in connection with any organisation(s) and/or government(s), committed for political, religious or ideological or similar purposes including, but not limited to, the intention to influence any government and/or put the public or any section of the public into fear.