TERMS AND CONDITIONS

Consignment Agreement

THIS AGREEMENT made the ____________ day of ___________Between the consignor named in Schedule 1 attached hereto (hereinafter referred to as "Consignor") of the one part And MUSE ATLAS SDN. BHD. (Company No.: 202201029763 / 1475460-V) a company incorporated in Malaysia and having its registered address at No. 25 (Ground Floor), Jalan Medan Ipoh 1A, Medan Bistari, 31400 Ipoh, Perak (hereinafter referred to as "Auctioneer") of the other part. WHEREAS the Consignor hereby appoints the Auctioneer as the Consignor's agent for the sale of the Property and the Auctioneer desires to take possession of the Property with the intention to sell it to the Buyer based on the terms and conditions set forth hereinafter.
NOW IT IS HEREBY AGREED as follow: -

DEFINITIONS AND INTERPRETATION

Unless otherwise specified, the following terms shall have the following meanings in this Agreement:

"Accessories" means the frame, glass, packaging materials, holder, case, and/or presentation display of the property;

"Bidder" means any individual or corporation that wants to make a successful bid by participating in the auction;

"Buyer" means the individual or corporation with the highest bid accepted by the Auctioneer;

"Buyer's Premium" means the amount paid by the Buyer to the Auctioneer in addition to the Hammer Price in the sum as stipulated in Clause 5.2 herein;

"Commission" means the amount paid by the Consignor to the Auctioneer as the Consignor's agent in the sum as stipulated in Clause 5.1 herein;

"Forgery" means a Property constituting an imitation to deceive as to authorship, origin, age, period, culture or source where the correct description as to such matter is not reflected in the catalogue and which at the date of the auction had a value materially less than it would have had if it had been in accordance with the description in the catalogue;

"Hammer Price" means the price established by the Buyer and acknowledged by the Auctioneer before dropping the hammer or gavel to indicate sale is successful; and

"Property" means the collectible Property listed in the attached Schedule 1 together any certificates, documents and/or photographs establishing the authenticity of the Property.

RIGHT TO SELL AND ADVERTISE

The Consignor hereby grants the Auctioneer an exclusive right to display and sell the Property subject to the terms and conditions of this Agreement. The Auctioneer has the sole discretion to advertise, describe and promote the Property in the manner the Auctioneer deems fit. The Consignor may review all such descriptions and shall immediately report to the Auctioneer of any perceived inaccuracies therein. The Consignor hereby releases the Auctioneer, its agents, representatives and/or employees of any liabilities and claims arising out of the descriptions of the Property. The Auctioneer reserves the right to withdraw the Property or any part of the Property from the auction at any time prior to a call for bids. The Auctioneer further reserves the right after execution of this Agreement to determine that all or parts of the Property are not suitable for inclusion in any auction venue and to return such Property to the Consignor without any liability. The Consignor shall not withdraw the Property from the auction at any time without the consent of the Auctioneer. In the event the Auctioneer receives evidence that the Property are a Forgery or any representation made by the Consignor herein are not true, the Auctioneer reserves the right to void the sale at any time and the Auctioneer's liabilities towards the Property shall cease immediately.

TITLE AND DELIVERY OF PROPERTY

The Consignor hereby warrants that he is the sole and legal owner of the Property and that the Property are free and clear of all liens and encumbrances and are not pledged as collateral for any loan. The Consignor further warrants that he has the absolute right to consign the Property to auction without condition or restriction. In the event the Consignor is acting as an agent for an undisclosed principal, the Consignor and the principal shall jointly and severally make all the warranties and assume all of the obligations stated in this Agreement. The Consignor shall deliver the Property to the Auctioneer's place of business stated in this Agreement. Upon delivery, the Auctioneer shall accept the Property and the title of the Property shall remain with the Consignor until the Property are sold by the Auctioneer and the title of the Property shall pass directly to the Buyer from the Consignor thereafter pursuant to the terms and conditions of the sale set forth herein. The Auctioneer hereby acknowledges that he takes possession of the Property only on a consignment basis and he does not acquire any rights or interests of the Property.

SALE OF PROPERTY

The sale of the Property will be conducted by way of auction with a reserve price to be set on each Property and the Auctioneer has the absolute discretion in deciding the manner of conducting the auction which includes but not limited to conducting the auction by way of floor bidding, absentee bidding, telephone and/or mall bidding. The Consignor hereby acknowledges that the Auctioneer may appoint a third party to conduct the auction. The Consignor also acknowledges that the Auctioneer may execute bid or appoint a third party to execute bid on behalf of the Bidder in the auction upon written request from the Bidder. The reserve price of each Property shall be stated in Schedule 1 attached hereto. If any of the Property failed to be sold at its reserve, the Auctioneer shall return the Property to the Consignor in the manner as stipulated in Clause 8 herein and in such event, the Auctioneer shall have no further obligation or liability to the Consignor under this Agreement. The Auctioneer has the absolute right to decide on the date and venue for the auction to be held and the Auctioneer has the right to postpone the auction at any time The Auctioneer has the absolute discretion as to the way the Property is described and illustrated in the catalogue, the place and manner of sale, the decision as to which persons should be admitted to the auction, as to which bids should be accepted and whether expert advice should be sought as to the value of the Properties. A sale of the Property shall be deemed as successful when a Hammer Price has been established by the Buyer.

PREMIUMS AND COMMISSIONS

Upon a successful sale, the Consignor shall pay to the Auctioneer a sum equivalent to five per cent (5%) of the Hammer Price as the Commission of the Auctioneer. In addition, thereto, the Consignor acknowledges that the Auctioneer is entitled to a further payment by the Buyer as the Buyer's Premium in a sum equivalent to eighteen per cent (18%) of the Hammer Price (Min. Buyer's Premium amount RM10/lot). The Consignor shall be responsible for all costs relating to packing and shipping of the Property, any applicable transit costs, customs duties, import tax, catalogue illustration tees, storage fees of the Property and any examination fees by external experts on the Property that the Auctioneer deems necessary.

SETTLEMENT OF ACCOUNT AFTER SALE

Upon successful sale, the Auctioneer shall require payment of the Hammer Price and the Buyer’s Premium to be paid by the Buyer in full within Seven (7) days from the date of auction. The Auctioneer shall be entitled to retain the Buyer's Premium in full. Within Thirty (30) days upon the receipt of the Hammer Price from the Buyer, the Auctioneer shall pay to the Consignor the net proceeds after deducting the Commission and all other expenses, fees and charges due here under by the Consignor or required by law PROVIDED THAT no claim has been made against any of the Property or proceeds of sale and that the Buyer has not given to the Auctioneer or the Consignor any notice of intent to rescind the sale. In the event the Buyer seeks to rescind any successful sale due to breach of any warranty or representation made by the Consignor in this Agreement, any liability that the Auctioneer may has as the Consignor’s agent herein with respect of the Property shall be automatically terminated and, in such event, the Consignor shall pay to the Auctioneer the Commission set forth in Clause 5.1 in full as well as all expenses and costs incurred by the Auctioneer in selling the Property. The Consignor undertakes to indemnify and hold the Auctioneer, its agents, representatives and/or employees against all claims, actions, proceedings, damages, costs, expenses and any other losses of whatsoever nature (including legal tees on a solicitor and client basis) incurred or suffered by the Auctioneer in reliance of any of the warranties and representations made by the Consignor herein. The Consignor shall not rescind any successful sale of the Property for whatsoever reason without the consent of the Auctioneer.

BUYER'S DEFAULT

If the Buyer fails to pay the Hammer Price and Buyer's Premium within seven (7) days from the date of auction, the Consignor hereby acknowledges that the Auctioneer has the liberty to impose late payment interests against the Buyer in any sum the Auctioneer deems fit and the Auctioneer shall be entitled to retain the said interests in full. If the Buyer fails to pay the Hammer Price and Buyer's Premium within thirty (30) days from the date of auction, the Buyer will be blacklisted by the Auctioneer and the sale shall be cancelled at the lapse of the said thirty (30) days. In addition to Clause 7.2 supra, upon the cancellation of the sale, unless otherwise instructed by the Consignor, the Properties will be returned to the Consignor and the Auctioneer shall have no further obligation or liability to the Consignor under this Agreement.

UNSOLD PROPERTY

Subject to the consent of the Consignor, in the event the Property remain unsold at the end of the sale, the Auctioneer may re-offer the unsold Property at subsequent sale with the terms and conditions to be agreed upon by the Consignor and Auctioneer. In any event, the Consignor hereby acknowledges that the Auctioneer has no obligation to ensure that the Property is sold at the auction. In the event the Property remain unsold after sale and with no re-offer or if the Property still remain unsold after re-offer, the Auctioneer shall notify the Consignor and the Consignor shall collect the unsold Property from the Auctioneer within sixty (60) days from the date of receipt of such notice. No charges will be imposed upon the Consignor within the said sixty (60) days grace period. After the lapse of the said sixty (60) days, a sum of RM5.00 will be charged to the Consignor on a daily basis as storage fees until the unsold Property are collected by the Consignor or disposed of by the Auctioneer in the manner as stipulated in Clause 8.4 hereunder. The Consignor shall not be entitled to collect the Property before all outstanding charges under this Agreement are met. The Auctioneer shall be at liberty to dispose of or sell the unsold Property to potential buyer in the manner the Auctioneer deems fit and, in such event, the Auctioneer may deduct from the proceeds any outstanding charges due and owing from the Consignor to the Auctioneer under this Agreement.

LIABILITIES

Unless agreed otherwise, the Property as listed in the attached Schedule 1 shall be insured under the Auctioneer's insurance policy. If the Consignor instructed not to include the Property under the Auctioneer’s insurance policy, the Property shall remain at the Consignor's risk at all times and in such event, the Consignor shall indemnify the Auctioneer, its agents, representatives and/or employees against any claim in respect of the Property. The Consignor must notify its insurers of the terms of this clause. Save for the circumstances as stated in Clause 2.5, Clause 9.2 and Clause 11 herein, the Auctioneer’s liability commences from the delivery of the Property or thirty (30) days before the auction date, whichever is later and cease at the collection of the Property by the Buyer or at the end of the thirtieth (30) day after the auction, whichever is sooner. The Consignor hereby acknowledges that the Auctioneer's liability towards the Property shall be capped at the amount of coverage as determined by the Auctioneer's insurance company or any other amount that the Auctioneer in its reasonable discretion considers to be the value for which a Property should be covered by insurance. The Consignor hereby acknowledges that all liabilities of the Auctioneer for physical loss, fire, flood, theft or damage of the Property shall be limited to the Auctioneer's insurance coverage and the Consignor hereby releases the Auctioneer, its agents, representatives and/or employees against all liability relating to such Property from any cause whatsoever, except to the extent of the Auctioneer’s insurance coverage. As for the Accessories of the Property, the Auctioneer shall not be held liable for any breakage, loss or damage or any of the Accessories for whatsoever reason.

PERSONAL INFORMATION

The Consignor hereby agrees to allow the Auctioneer to use and process the Consignor's personal information provided to the Auctioneer for the purpose of handling the sale of the Property. The Consignor further agrees that the Auctioneer may pass the Consignor's personal information to customs, storage supplier, shipping companies and/or the Auctioneer's insurers.

FORCE MAJEURE

Notwithstanding anything to the contrary contained herein, neither party shall be held liable for any failure or delay in the performance of this Agreement resulting from an event of force majeure. An event of force majeure means any acts or unforeseen circumstances which is beyond the reasonable control of both parties and will materially affects the ability of either party to perform his obligations under this Agreement and this includes but not limited to any acts of God, acts of war or terrorism, embargoes, riots, lockouts, epidemics, infectious diseases, radioactive or chemical contamination, governmental action or restriction, civil disturbance or commotion, strike, disruption or outrage of communication, unexpected power outage or disruption or utilities necessary for performance or any other similar causes PROVIDED THAT neither party shall be excused for failure or delay in the performance of this Agreement resulting from merely general economic conditions or other general market effects. If any party wishes to claim protection in respect of an event of force majeure, he shall notify the other party of the nature and expected duration of such event of force majeure and shall thereafter keep the other party informed until such time he is able to perform his obligations. Both parties shall endeavour to mitigate the effect of any delay occasioned by an event of force majeure and shall ensure resumption of normal performance of this Agreement as soon as reasonably practicable.

GENERAL

Time wherever mentioned shall be of the essence. This Agreement including the Recitals and Schedules contained herein comprise the entire agreement between the Consignor and the Auctioneer and supersedes all prior or contemporaneous negotiations or discussions, whether written or oral (if any) between the parties regarding the subject atter contained herein. The provisions of this Agreement shall be severable and if any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall be enforced to the maximum extent under law. Both parties acknowledge and agrees that in any event either party fails to enforce any right or provision in this Agreement, it shall not constitute a waiver of such right or provision unless acknowledged and agreed to by both parties in writing. This Agreement shall be strictly governed by the law of Malaysia and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement shall be subjected to the exclusive jurisdiction of the courts of Malaysia.