Osian's Auction Catalogue Automobilia The Art of the Historical Vehicle | October 2018

OSIAN’s – Connoisseurs of Art 106 35. Merchanting Trade Auction Where the seller of the lot is resident in one foreign country and the purchaser of the lot is also resident in another foreign country, Osian’s, being the intermediary and facilitating auction will be resident in India. Once the deal is established, Osian’s will coordinate with the purchaser and the seller. Osian’s shall be receiving the payment from the overseas purchaser and making payment to the overseas seller through an authorised dealer of foreign exchange in India. Some times lots (goods) may be imported by a purchaser in India from a seller in one country and exported to a buyer in another country; such imports will be kept in The Free Trade and Warehousing Zone (“FTWZ”) and then exported. It is also possible that repacking may be done under customs supervision and then exported. Such transactions known as Merchanting Trade as per the Indian Foreign Exchange Management Regulations forms part of Osian’s auction, shall have the following terms and conditions. Except as provided in this part below, all terms used herein and not defined shall have the meaning ascribed to them in the clauses 1-34 set forth above in the terms and conditions. The terms of this part shall be read in conjunction with the terms of the clauses 1-34 above. In case of any conflict between the terms of this part and as set out above, the terms of this part shall prevail over the terms of the clauses1-34 above, to the extent of such conflict. Except as modified hereinabove, all other terms and conditions in the clauses 1-34 shall continue to be in full force and effect. Definitions: “Auction”: Auction shall mean the private Auction of Lots held by Osian’s, as an owner or consigned by the seller located in any foreign country, wherein each Lot is sold to a foreign Purchaser at the Purchase Price along with any taxes as applicable. “Lot”: Lot shall mean any item(s), being one or more paintings, photographs, etchings, engravings, lithographs, oleographs, film publicity material, lobby cards, posters, books or works of art being offered for sale at the Auction located in a foreign country and, in particular, the item(s) described against any lot number in the Auction Publication. “Seller”: Seller shall mean any person located in a foreign country, being an individual, artist, collector, organization or art gallery, including Osian’s, owning a Lot and depositing such Lot with Osian’s for Sale at the Auction, and confirming to the effect that the lot is readily available for sale and there is no restriction whatsoever on its export. “Purchaser”: Purchaser shall mean the person located in a foreign country, with the highest bid accepted by the Auctioneer for a Lot, who agrees to purchase such Lot at the Purchase Price and immediately pays to Osian’s, at least 20% of the Purchase Price as advance payment for the Lot to be purchased. The Seller: 1. shall through the interface provided by Osian’s on auction, provide the lot description, high resolution images, disclaimer, delivery time lines, price and such other details for the lot to be displayed and offered for sale/auction; 2. shall ensure not to provide any description/image/text/graphic that is unlawful, illegal, objectionable, obscene, and vulgar, opposed to public policy, prohibited or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party. Seller shall ensure to provide the lot description and image only for the lot which is offered for sale through auction and for which the said auction is being made; 3. shall provide full, correct, accurate and true description of the lot so as to enable the Purchaser to make an informed decision; 4. shall be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the lot offered for sale through the auction; 5. on successful bidding of the lot by the Purchaser and confirmation of receipt of money by Osian’s, shall arrange dispatch the lot within a period not exceeding 7 days or within the time as specified in the lot description; 6. shall submit proof of dispatch to the satisfaction of Osian’s within 48 hours of the request made by Osian’s; 7. shall, in the event that the lot in full or in parts is not accepted by the Purchaser due to any wrong / damaged lot dispatched, replace the same at no extra cost to the aggrieved purchaser. Since Osian’s is a Facilitator, the seller hereby authorizes Osian’s to entertain all such claims of return of the lot in the mutual interest of the Seller as well as the Purchaser; 8. shall not send any of its promotional or any other information with the lot bid by the Purchaser and also shall ensure that no material or literature is sent which may be detrimental to the business/commercial interests of Osian’s; 9. shall dispatch the lot of same description, quality and quantity and price as are described and displayed in the auction catalogue and for which the Purchaser has confirmed the bid; 10. shall raise invoice in the name of Osian’s. Seller further undertakes and agrees to raise the invoice of an amount equivalent to the amount as finally confirmed in the bid; 11. shall not offer any lot for Sale in the auction, which is fake, prohibited for sale, dangerous, against the public policy, banned, unlawful, and illegal or prohibited under the Indian laws; 12. shall ensure that they own all the legal title, rights in the lot that are offered for sale in auction; 13. shall pass on the legal title, rights and ownership in the lot sold to the Purchaser; 14. shall be solely responsible for any dispute that may be raised by the Purchaser relating to the lot, merchandise and services provided by the Seller; 15. shall at all time during the pendency of this agreement, endeavour to protect and promote the interests of Osian’s and ensure that third parties rights including intellectual property rights are not infringed; 16. shall at all times be responsible for compliance of all applicable laws and regulations including but not limited to Intellectual Property Rights, exports, Customs etc. Warranties, Representations and Undertakings of the Sellers and Purchasers The Sellers warrant and represent that: 1. they have the right and full authority to accept the terms and conditions of auction of Osian’s; 2. all their obligations under this auction transaction are legal, valid and binding obligations enforceable in law; 3. there are no proceedings pending, which may have a material adverse effect on their ability to perform and meet their obligations under this auction; 4. that they hold all the requisite permissions, authorities, approvals and sanctions to conduct their business and to enter into an arrangement with Osian’s. They shall at all times ensure compliance with all the requirements applicable to their business and for the purposes of this arrangement including but not limited to Intellectual Property Rights, export, Customs, Taxes etc. They confirm that they have paid and shall continue to discharge all their obligations towards statutory authorities; 5. that they have adequate rights under relevant laws including but not limited to various Intellectual Property Legislation(s) to enter into this Agreement with Osian’s and perform the obligations contained herein and that it has not violated/ infringed any intellectual property rights of any third party; 6. that they shall provide Osian’s with copies of any document required by Osian’s for the purposes of this performance of its obligations under this arrangement within 24 hours of getting a written notice from Osian’s; 7. that the complete responsibility and liability with regard to the lot shall solely vest with them and that they shall be solely responsible to the Purchaser for the sale of the lot by them including but not limited to its delivery to the Purchaser and that they shall not raise any claim on Osian’s in this regard; 8. that they agree and undertake not to provide in description of the lot any text, images, graphics (for description and display of product on the online store) that is vulgar, obnoxious, inaccurate, false, incorrect, misleading, intimidating, against the public policy; 9. that they shall draw the invoice / bill directly in the name of Osian’s.