Auction Sale Agreement

AUCTION SALE AGREEMENT

This Auction Sale Agreement (the "Agreement") is entered into on by and between Seller (Consignor): with address , and Auctioneer (Auction House): with address .

WHEREAS

WHEREAS, Seller is the lawful owner of certain tangible personal property described in the Item Schedule below (the "Property") and desires to consign such Property for sale by public auction; and

WHEREAS, Auctioneer operates an auction business and is willing to accept the Property on consignment and to conduct one or more auctions for the sale of the Property under the terms set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to fix their respective rights and obligations with respect to the consigned Property, the conduct of the auction, distribution of proceeds and related services.

SCOPE OF WORK

Auction Date:   Location:

ITEM SCHEDULE

Provide an initial list of lots. Attach additional sheets if necessary.

Lot No. — Description: — Estimated Value: $ — Reserve: $

Lot No. — Description: — Estimated Value: $ — Reserve: $

Lot No. — Description: — Estimated Value: $ — Reserve: $

AUCTION AND SALE TERMS

Authority to Sell: Seller grants Auctioneer the exclusive right to offer the Property for sale at public auction, to solicit bids, to accept the highest bid (subject to any reserves stated herein), and to execute sale documentation on behalf of Seller to effect transfer of title to the purchaser upon full payment. Auctioneer acts as agent for Seller; nothing in this Agreement shall be construed as creating a partnership or joint venture.

Reserves and Withdrawals: Seller may set a reserve price for each lot by providing a written instruction to Auctioneer prior to the commencement of bidding. Lots may not be withdrawn after the auction begins without Auctioneer's consent. Auctioneer reserves the right to reject any bid, to re-offer a lot, or to bid on behalf of Seller up to the reserve using Auctioneer's internal bidding procedures if authorized in writing below:

PAYMENT TERMS

Commission to Auctioneer: Auctioneer shall be entitled to a commission equal to of the hammer price for each lot sold. Minimum commission per lot (if any): $.

Buyer Premium: A buyer premium of will be charged to the purchaser and collected by Auctioneer in addition to the hammer price.

Deposits and Payment Schedule: Successful bidders shall pay a deposit of $ at close of auction. Auctioneer shall remit net proceeds to Seller (hammer price less commission, fees, and applicable taxes) within days after receipt of cleared funds from purchaser.

Late Payment: Any amounts due to Auctioneer or Seller that are not paid when due shall bear interest at and Auctioneer may withhold disbursement of net proceeds until payment in full from the purchaser is received.

TITLE, RISK AND TAXES

Title and Risk of Loss: Title to each lot passes to the purchaser upon Auctioneer's receipt of full payment. Risk of loss for all lots passes to the purchaser upon completion of the sale unless otherwise agreed in writing.

Taxes and Fees: Sales tax, customs duties, shipping, handling, storage and insurance shall be the responsibility of the purchaser unless otherwise agreed. If Auctioneer is required to collect or remit any taxes or governmental charges arising from the sale, such amounts may be deducted from the net proceeds payable to Seller.

CONFIDENTIALITY

Each party agrees to keep confidential and not to disclose to third parties any non-public information regarding the other party's business, financial terms, consignments, reserves, and bid information, except as required to perform this Agreement, to enforce rights under this Agreement, or as required by law. Confidential information does not include information that is or becomes publicly available other than by a breach of this Agreement.

TERM AND TERMINATION

Term: This Agreement commences on and, unless earlier terminated in accordance with this Agreement, shall continue until .

Termination: Either party may terminate this Agreement upon days' prior written notice to the other party. Termination does not affect obligations accrued prior to termination, including the duty to account and remit for sales completed before termination.

REPRESENTATIONS, WARRANTIES AND INDEMNITY

Seller represents and warrants that Seller is the sole legal owner of the consigned Property, has full authority to consign the Property, and that the Property is free and clear of liens and encumbrances. Seller shall indemnify and hold Auctioneer harmless from and against any claims, losses or liabilities arising from Seller's breach of these representations.

Auctioneer disclaims all warranties, express or implied, regarding condition, fitness for purpose or merchantability of the Property; all sales are made "AS IS" and "WHERE IS" unless otherwise expressly stated in writing.

LIMITATION OF LIABILITY

Except for willful misconduct or gross negligence, neither party shall be liable for incidental, consequential, or punitive damages. Auctioneer's aggregate liability under this Agreement shall not exceed the aggregate commissions actually paid to Auctioneer under this Agreement for the relevant transaction.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

ENTIRE AGREEMENT

This Agreement, together with any attached schedules and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. Any modification to this Agreement must be in writing and signed by both parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notices shall be deemed given when delivered personally, by certified mail, or overnight courier.

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