Ketterer Kunst GmbH & Co.KG Munich

1. The auctioneer is authorized and empowered to sell by auction in his name and for the account of the client the items specified in the list attached hereto (Exhibit) in accordance with the Conditions of Sale for Auctions, both of which are incorporated and made an integral part of this contract. The auction shall be carried out in the name and on behalf of the auctioneers by a person having an auctioneering licence; this person shall be appointed by the auctioneer. Any claims arising from and in connection with the auction may only be raised against the auctioneer. The auctioneer shall tell the client the exact date of the auction in a timely fashion by sending a copy of the catalogue.

2. The client hereby declares that he is the legal and rightful owner of the items to be sold and that he is fully entitled to dispose of such items or, alternatively, that he is authorized to act in his own name in lieu of the legal and rightful owner or on behalf of such owner as his duly authorized agent.

3. After signing this contract, the client without delay shall deliver for his own account and at his own risk to the auctioneer the items to be sold by auction, unless such delivery has already been effected. The auctioneer, in turn, shall keep such items in storage without charge until the time of the auction or, respectively, the private sale of such items, such period not to exceed however the period specified in Sect. 10 § 1.

4. Under the auctioneer's insurance cover, the items (with the exception of frames) are insured for a fee of 1% of the hammer price resp. in case of unsold 1% of the reserve plus VAT, following their receipt, against damage caused by fire, rupture of water pipes, breakage, Acts of God, theft and transport as long as the transport was carried out by the auctioneer or his employees. The auctioneer shall only be required to take out additional insurance coverage for the account of the client if requested in writing to do so.
The auctioneer shall be liable to the client for damage inflicted to the items delivered only to the extent to which such damage is covered and settled by insurance. Insurance coverage shall be based on a limit agreed between the client and the auctioneer or, respectively, to half of the estimated price fixed by the auctioneer. From this sum, the auctioneer is entitled to deduct his fees calculated in accordance with Sect. 6 § 1. The client is not entitled to assert any further claims, unless the damage sustained has been caused by intent or gross negligence on the part of the auctioneer, his legal representatives or his aides.

5. The items to be put up for auction will be estimated by the auctioneer. The minimum price which must be realized in the auction amounts to two third of the estimated price unless a higher minimum price has been agreed between the consignor and the auctioneer. Minimum prices expressed in a currency different from Euro (€), will be converted at the exchange rate which was fixed at the date of the auction (Sect. 8).
The estimated prices as specified by the auctioneer will be indicated in the catalogue. If the minimum price is not realized, the auctioneer may knock down the item subject to the consent of the consignor, in this case the bidder will be committed to his bid pursuant to the Conditions of Sale for Auctions for 4 weeks from the date of the knock-down. The auctioneer notifies the consignor of such knock-down under reservation unless he can realize the minimum price by other means. If the answer of the consignor does not reach the auctioneer before the expiration of the bid, all disadvantages resulting thereof including the non-conclusion of the contract shall be borne by the consignor. The auctioneer will inform the consignor of the date when the bid will expire. The auctioneer shall also be entitled to knock down the item under reservation if it is reasonable to do so (e.g. unclear questions of ownership or authenticity). Such reservation with good cause can be eliminated by the auctioneer without the consent of the consignor.

6. The auctioneer shall be remunerated according to the following terms:
30 % of the hammer price for items sold for a hammer price of up to € 3,000.00;
20 % of the hammer price for items sold for a hammer price of up to € 10,000.00;
15% of the hammer price for items sold for a hammer price of more than € 10,000.00 (all referred hereinafter as "surcharge"). The auctioneer shall also be remunerated if the auction cannot be carried through because of circumstances for which the consignor is exclusively responsible.
In addition, the auctioneer is entitled to be reimbursed by the consignor for fees raised by the Verwertungsgesellschaft Bildkunst (copyrights according to Article 26 of the German Copyright Act (UrhG) at any rate at least 1% of the hammer price as well as for costs and expenses with respect to expert opinions, repairs and restorations which are necessary in order to put up the items for auction. The same shall be true for other costs and expenses which the auctioneer has made in order to preserve the interests of the consignor. If the costs incurred for the measures undertaken exceed the amount of € 300.00 in an individual case, the auctioneer shall inform the consignor in advance, unless the measures brook no delay. The consignor will compensate the auctioneer for illustrations of the items to be put up for auction in the catalogue with an amount of between € 20.00 and € 600.00 each (net, depending on the size).

7. The auctioneer shall submit a written statement of account to the consignor no later than 4 weeks after the auction. The amount which has to be paid to the consignor according to such account, is due at the latest 7 weeks after the auction if payment is made to the auctioneer by the bidder in the mean-time. In case payment is made to the consignor in a currency different from Euro (€), usually the exchange rate which was fixed on the day of the auction will be applied. Payment can also be made at the exchange rate which was fixed on the day when the auctioneer received payment by the buyer; the auctioneer may deduct his fee and all costs and expenses reimbursable to the auctioneer.
If the auctioneer does not receive the amount payable for the item sold by auction from the purchaser, he shall not be liable to the client for such payment or other obligations on the part of the purchaser even if the auctioneer identifies the purchaser only after having notified the (non-)execution of the sale. However, the auctioneer shall be liable in all cases for the fulfilment of the contract, in case the auctioneer should hand over the item to the purchaser without the consent of the client and before such item has been paid for in full. Should the purchaser fail to make the payments he owes or to accept the auctioned object, the auctioneer is entitled but not obliged to take action against the purchaser through the courts or seek an out-of-court settlement after appointing an attorney of his choice. If the auctioneer exercises this right, he shall be reimbursed by the client, for those court and attorney's fees which are not paid to him by the purchaser or any other party to such legal dispute. At the client's request, the auctioneer shall assign and transfer to the clients his claim for payment of the hammer price or acceptance of the auctioned object by a purchaser in default, provided however, that the auctioneer does not want to enforce such claim himself. If and when the client receives payments from the purchaser, he shall forward to the auctioneer the amounts to which the latter is entitled pursuant to this contract, which are due and payable immediately.

8. In case the items are not sold in the auction in which they have been called out or a bid accepted with reserve lapses because such reserve has not been lifted, the auctioneer is entitled but not obliged to sell such item at private sale within a period of four weeks following the auction. Such sale may not, however, be effected for an amount lower than the reserve price. Should a sale be made in this way, the auctioneer shall be entitled to his fee and the reimbursement of his expenses (Sect. 6).

9. The auctioneer is only entitled to the claims laid down in Sect. 6 § 2 provided that the items delivered have not been sold at the auction or at private sale.

10. Within three weeks after receipt of a notification to such effect, the client shall collect items that have not been sold from the auctioneer's premises. Following the expiry of such three-week period, the auctioneer is entitled to return the items to the client: such and any other return shipments shall be for the account and at the risk of the client. If the client does not collect the items at the auctioneer's request and if return shipment of the items to the client is not possible, the auctioneer is entitled to demand reimbursement of the costs of storing the items from the client. The auctioneer's right to "Hinterlegung" (deposit) and pursuant to Article 372 ff of the German Civil Code (BGB), to "Selbsthilfeverkauf" (authorized private sale) of items not collected by the client despite a respective demand, as well as possible claims arising due to client's default in acceptance, shall not be affected hereby. Starting from the time of refusal of collection, the client bears the risk of deterioration or loss or destruction of the item, as long as the deterioration or loss or destruction is not due to intent or gross negligence on the part of the auctioneer, his legal representative or his aides.
At the request of the auctioneer, the client, prior to the expiry period set forth in Sect. 8, shall collect items not sold at the auction, if, at the auctioneer's discretion, a purchaser for such items can not be found within this period.

11. The client is liable for any and all defects of quality and deficiencies in title of the items sold by auction. The client shall indemnify the auctioneer from any and all claims which, for whatever reason, may be asserted against same in connection with the auction or private sale of the items, unless such claims arise due to intent or gross negligence on the part of the auctioneer, his legal representatives or his aides. Such indemnification hereby accepted by the auctioneer, comprises both the enforcement of justified and the rejection of unjustified claims and also includes the payment of the artists resale levy in accordance with Article 26 §1 of the German Copyright Act (UrhG); the client is aware of the fact that, pursuant to Article 26 § 4 UrhG the auctioneer is obliged, on request, to reveal the name and address of the client to the author.

12. Except as provided in Sect. 10, last paragraph, this contract may not be terminated prior to the expiry of a period of seven weeks following the auction in which the items submitted by the client have been called out. This provision shall not, however, affect the right to terminate this contract without notice for serious cause. Should the client exercise this right, he shall reimburse the auctioneer for his expenditure in accordance with Sect. 6 § 2. The auctioneer is entitled to payment of his fee pursuant to Sect. 6 § 1 in case he has been induced to effect such termination by a breach of contract on the part of the client. If the knock-down price for calculation of the fee pursuant to Sect. 6 § 1 is not known because the item has not been knocked down, the following provision applies accordingly.
If the client cancels this agreement without being entitled to do so pursuant to Sect. 12, the auctioneer is entitled, in addition to reimbursement of his costs pursuant to Sect. 6 § 2, to claim for compensation for damages from the client. The amount of damages is calculated on the basis of loss of profits that the auctioneer would have gained pursuant to Sect. 6 § 1. The mean estimated value shall be used as a basis for calculating the fee in lieu of the knock-down price.
In the absence of a prior estimation, an estimation may be made retrospectively by the auctioneer. If the client objects to the amount estimated, the auctioneer shall be entitled to appoint an independent expert to make the estimation. The costs of the estimation shall be borne by the auctioneer only if the estimated value determined by the independent expert is 10% below the estimated value determined by the auctioneer. Otherwise, these costs shall be borne by the client. Before appointing the independent expert, the auctioneer may demand the lodgement of a suitable security by the client.
If the auctioneer can prove damages in addition to lost profits, the client is obliged to compensate the auctioneer for these damages. The client reserves the right to prove that the damages were lower than claimed by the auctioneer. Should the client remove a submitted work from the auction for a reason other than that mentioned in sect. 12 he is liable for reimbursement of the damage which arose hereof. This withdrawal fee is fixed: at 12 % of the minimum price before printing of the catalogue, at 18 % between printing and exhibition and at 24 % for exhibited works. It is the client's responsibility to prove that a damage according to sect. 12 did not occur or was considerably smaller.

13. The auctioneer is entitled to postpone the auction - either in full or in part - for good cause. In such a case the parties shall remain bound to this contract provided the auction will be held within a period of two months following the date originally envisaged. Otherwise the contract shall become invalid, in which case the auctioneer shall not be entitled to reimbursement of his expenditure (Sect. 6 § 2) unless the auction has been cancelled on grounds of Acts of God.
The auctioneer is entitled to cancel the auction - either in full or in part - for good cause. In such a case the auctioneer may demand reimbursement from the client only for his expenditure pursuant to Sect. 6 § 2.

14. Legal relations between the auctioneer and the client shall be governed by the Law of the Federal Republic of Germany; the provisions of the German Commercial Code (HGB) on consignment transactions (Articles 388 et seq. HGB) shall additionally be applied to the contractual relationship between the parties.
The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 is not applicable. In relations with "Sondervermögen" (special funds) under public law, businessmen and juristic persons under public law, it is agreed upon that Munich shall be the place of performance and jurisdiction (including cheque orders and actions on a bill).This shall also be governed if the client has no general place of jurisdiction inland.

15. In case one or more provisions of this contract are or become invalid, the remaining provisions shall remain in effect. An invalid provision shall be replaced by a valid provision which comes as close as possible to the economic content and purpose of the invalid provision. The same applies if this contract contains loopholes that require filling.

16. This contract is available in both German and English. The German version shall be authoritative in all cases. All terms used in this contract shall be governed and construed exclusively by German Law.

17. Special provisions:
The offsetting of claims of the auctioneer against claims of the client vis-à-vis the auctioneer is not allowed unless these claims are recognised or legally enforceable. The same applies in respect of the assertion of a right of retention. These contractual terms and provisions have sole validity in commercial transactions with businessmen and businesswomen. Other terms and provisions shall not become part of this agreement even if the auctioneer does not explicitly oppose them.
Any amendments to this agreement and any collateral agreements shall be made in writing. The client shall receive a copy of this agreement.