The auction of works of art and other items held by Prime Southern Auctions LLC (“Company”) under the name of Blue Gator Liquidators LLC shall be conducted in accordance with these Auction Terms and Conditions. Any persons who consign sales, wish to bid or participate in an auction, or have concluded a sales agreement with the Company, and others to whom these Auction Terms and Conditions apply (in each case including legal entities) must approve and comply with these Auction Terms and Conditions. However, if there is a separate written agreement with the Company, such agreement shall prevail. 1. Article for Sale at Auction (Lot) The Company shall sell by auction works of art and other items (“Lot”) consigned to be sold at an auction held by the Company. 2. Condition of Lots Because of their nature, the items to be auctioned are not new and are placed and sold at an auction as is condition. The Company shall not be responsible for any defect in the Lots, such as stain, scratches, or other faults, damage, or age-related deterioration. 3. Payment of Purchase Price (1) The Successful Bidder must pay the Company, in addition to the Hammer Price, as the buyer’s premium and consumption tax on the premium, the amount equal to 15.0% of the Hammer Price (including consumption tax). 4. Risk of Loss and Transfer of Title (1) The Successful Bidder shall assume the risk of the purchased Lot at and after the conclusion of a sales agreement for the purchased Lot (the time when the bidding for the Lot has concluded). The Successful Bidder shall assume the risk of destruction, loss, theft, damage, defacement, etc. due to a cause not attributable to the Company and shall not be released from the payment of the Purchase Price. (2) Title to the purchased Lot shall not pass to the Successful Bidder until the Successful Bidder completes the payment of the Purchase Price and the Company delivers the purchased Lot to the Successful Bidder, and title to the purchased Lot shall pass to the Successful Bidder at the time when the Company delivers the purchased Lot after the Successful Bidder completes payment of the Purchase Price. 5. Delivery of Purchased Lot (1) After the Successful Bidder completes the payment of the Purchase Price, subject to the submission to the Company of a receipt with a signature, the Company shall deliver the purchased Lot; provided, however, that if the Successful Bidder has other obligations due to the Company in addition to the Purchase Price, the Company shall not deliver the purchased Lot until all of such obligations are fulfilled in addition to the Purchase Price. (The Purchase Price and all obligations due to the Company shall hereinafter be referred to as “Purchase Price, etc.”) (2) The Successful Bidder shall collect the purchased Lot at the Company’s office or at the place designated by the Company within seven (7) days from the day when the payment of the Purchase Price, etc. is completed (“Collection Period”). If the Successful Bidder is unable to collect the Lot at such place by himself/herself, the Successful Bidder may, at his/her own responsibility and expense, entrust an agent, messenger, or a shipping company with the collection or shipping of the Lot. Upon receipt of the purchased Lot from an agent, messenger, or shipping company, the Successful Bidder shall immediately issue to the Company a receipt with his/her signature. (3) The costs for collection of the purchased Lot shall be borne by the Successful Bidder, and the Company shall not be responsible for any accident at and after the time of delivery (the time when the Company delivers the purchased Lot to the Successful Bidder, his/her agent or messenger, or a shipping company). If the Company arranges a shipping company upon request from the Successful Bidder, such arrangement is only a favor of the Company, and the Successful Bidder shall take measures against the risk associated with the shipping through the purchase of insurance, etc., and the Company shall not be responsible for any accident (destruction, loss, theft, damage, defacement, etc.) at and after the time of delivery, including the suitability of the selected shipping company. The Successful Bidder must pack the purchased Lot as he/she considers appropriate at his/her own judgement, responsibility, and expense. The Company may pack the purchased Lot at the time of delivery in a manner the Company deems appropriate by its favor but shall have no responsibility whatsoever for such packaging. (4) The Successful Bidder may inspect the purchased Lot upon collection, and whether or not the Successful Bidder has actually inspected it, if the Company delivers the purchased Lot to the Successful Bidder (including an agent, messenger, and shipping company), the Successful Bidder may not, at and after the time of delivery, claim any mistake, damage, or defacement, terminate a sales agreement due to any mistake, damage, or defacement, or make any other claim against the Company, except in the case of the Company’s willful misconduct or gross negligence. Provided, however, that if the Company delivers a Lot different from the purchased one mistakenly, the Company may request the return of such Lot, and the Successful Bidder must comply with such request. (5) The Successful Bidder must submit to the Company a shipping instruction form for the purchased Lot prescribed by the Company in order to collect the purchased Lot. If the Company delivers the purchased Lot to the person who submitted the shipping instruction form for the purchased Lot prescribed by the Company, the Company shall not be responsible for any accident such as the purchased Lot being received by a person other than the Successful Bidder. (6) If the Successful Bidder is unable to collect the purchased Lot within the Collection Period, the Successful Bidder shall bear the costs for storage and insurance of the purchased Lot designated by the Company from the end of the Collection Period until the time of collection. 6. Default by Successful Bidder If the Successful Bidder fails to complete the payment of the Purchase Price, etc. by the due date, the following provisions shall apply: (1) The Successful Bidder shall pay a late payment charge at the rate of 14.6% per annum for the outstanding balance of the Purchase Price, etc. from the day following the due date until the full payment is completed. (2) If the Successful Bidder does not pay the Purchase Price, etc. to the Company as demanded by the Company, the Company may terminate the sales agreement by sending a written notice of demand for payment and termination of the sales agreement; provided, however, that if such notice sent to the address of the Successful Bidder registered with or notified to the Company is returned because of the absence or unknown of the recipient, or if the Successful Bidder refuses to receive such notice, the Company may terminate the sales agreement upon the expiration of the due date stated in such notice even if such notice does not arrive at the Successful Bidder. The sales agreement shall be deemed to have been terminated at the time when such notice should normally arrive at the registered or notified address, and the Successful Bidder shall approve it in advance. (3) If the sales agreement is terminated pursuant to the preceding paragraph, the Company may sell such purchased Lot again to a third party without setting a reserve price through an auction held by the Company or private sale. If the sale price of the purchased Lot to a third party is less than the Purchase Price of such purchased Lot, the Successful Bidder must pay the Company the difference thereof and a late payment charge for the difference at the rate of 14.6% per annum from the date of conclusion of the terminated sales agreement until completion of the payment. Even if the sale price of the purchased Lot to a third party exceeds the Purchase Price of such purchased Lot, the Successful Bidder may not claim the difference from the Company. (4) If the sales agreement is terminated pursuant to paragraph 2 of this Article and the consignor wishes to retrieve the Lot as a result of consultation with the Company, the Company may return such Lot to the consignor without complying with the provisions of the preceding paragraph. In this case, the Successful Bidder must pay the Company an amount equal to the buyer’s premium payable by the Successful Bidder to the Company through this auction and a late payment charge at the rate of 14.6% per annum for the amount equal to the buyer’s premium from the day of such auction until completion of the payment. 7. Termination (1) If the consigned Property is determined to be inappropriate for auction or if the consignor does not comply with the instructions of the Company, the Company may refuse the application for or terminate a consignment agreement at any time, whether before or after accepting the consignment. (2) The consignor may not terminate the consignment agreement after concluding it with the Company; provided, however, that the consignment agreement may be terminated if the Company agrees to such termination and the consignor pays the Company damages in the amount separately determined by the Company. (3) If the Company has already received the consigned Property in the case of termination of the consignment agreement, such consigned Property may be returned at the expense and risk of the consignor. 8. Payment from Company to Consignor Unless otherwise agreed, the Company shall make payment to the consignor in an amount calculated by deducting the seller’s commission, consumption tax thereon, catalogue listing fee, insurance premium, royalty, and any other advances (such as costs for restoration and authentication) from the Hammer Price within thirty-five (30) calendar days after the day of the auction (if the last day of this period is not a business day, then the following business day). However, if the payment of the Purchase Price, etc. of such consigned Property from the Successful Bidder to the Company is delayed, the Company may delay the payment to the consignor until the Company confirms payment from the Successful Bidder. In the case of such delay in payment, the consignor may not claim any interest, damages, or the like against the Company. 9. Revision of these Auction Terms and Conditions The Company may revise these Auction Terms and Conditions at its discretion to the extent not inconsistent with laws and regulations. Persons to whom these Auction Terms and Conditions apply must comply with this revision. 10. Scope of Liability (1) If the terms included in these Auction Terms and Conditions set forth that the Company assumes no responsibility, the Company shall not be obliged to compensate for damage for any reason. (2) The Company shall not be obliged to compensate for damage with respect to an auction arising from any cause not attributable to the Company, such as an act of God, civil war, disturbance, and other unforeseen circumstances. (3) In the event of destruction, loss, theft, damage, or defacement of a Lot due to the Company’s willful misconduct or negligence when the Company is obliged to store the Lot, the Company shall compensate for damage based on the lower limit of the estimate of the Lot. Provided, however, that the amount of compensation shall be limited to the amount of insurance payment actually paid under a casualty insurance contract separately concluded by the Company with a non-life insurance company. (4) In the event of loss, theft, destruction, damage, deterioration, defacement, or wear of a purchased Lot due to the Company’s willful misconduct or negligence when the Company is obliged to store the purchased Lot, and the provisions of the preceding two (2) paragraphs do not apply, the Company shall comply with the following provisions in relation with the Successful Bidder: i) If any purchased Lot is lost, stolen, destructed, or materially damaged, deteriorated, defaced, or worn, the sales agreement between the Company and the Successful Bidder shall be terminated, and the Successful Bidder shall be exempted from payment of the Purchase Price. If the Company has already received payment of the Purchase Price (including buyer’s premium and consumption tax on the premium, and other expenses acknowledged by the Company; the same shall apply hereinafter in this paragraph) in such case, the Company shall return it to the Successful Bidder without interest. ii) If the damage, deterioration, defacement, or wear of the purchased Lot is not deemed to be material, the Company shall subtract the portion of the damage calculated as equivalent to such damage, deterioration, defacement, or wear from the Purchase Price. iii) The Successful Bidder shall be responsible for verifying whether or not any damage, deterioration, defacement, or wear exists, the degree thereof, and the amount of the damage. iv) The Company shall not be responsible for any loss, destruction, damage, deterioration, defacement, wear, etc. of any accessories which do not essentially relate to the estimate of such purchased Lot (such as frames, mountings, glass, acrylic, and outer cases) unless such damage is caused by the willful misconduct or gross negligence of the Company. v) The amount of compensation for damage paid by the Company pursuant to the provisions of this paragraph shall be limited to the extent of insurance payment paid under a casualty insurance contract separately concluded by the Company with a non-life insurance company. (5) Except as set forth in the preceding paragraphs, the Company shall not be responsible for compensation unless damage is caused by willful misconduct or gross negligence. Even if the Company assumes the obligation for compensation, the scope of compensation shall be limited to normal and direct damage. 11. Matters Not Stipulated Any matters not stipulated in these Auction Terms and Conditions shall be settled by a consignor, prospective buyer or Successful Bidder, and the Company in good faith through consultation.