Sales Agreement

1.        Content of agreement:

 

The Buyer agrees to purchase and the Gallery agrees to sell Artwork(s) (hereafter referred to as the “Artwork(s)”.

Both Parties acknowledge that after the Buyer make the payment in full to the Gallery, the ownership of the Artwork(s) shall belong to the Buyer.

 

2.        Obligations of the Buyer:

 

(a)      The Buyer represents and warrants that it has full legal authority to enter into and exercise its obligations under this Sales Agreement.

(b)     The Buyer represents and warrants that it has the funds readily available to pay the full purchase price and any expenses incurred by the Buyer in relation to this Agreement and the Buyer does not have any commitment, obligation, restriction, or liability of any sort, contingent or absolute, present or future, which would adversely affect its ability to adequately perform its obligations under this Agreement.

(c)      The Buyer represents that it has not committed any act or any omission that should give rise to any valid claim relating to a finder’s fee, brokerage commission, or other similar payment.

(d)     After the Buyer purchase the Artwork(s) from The Gallery, The Buyer shall exhibit and showcase the Artwork(s) without any other payments to the Gallery or the Artist or other obligee (if any). But the Buyer shall not copy the Artwork(s) for commercial purposes.

(e)      The Buyer is responsible for transport cost. The Buyer also assumes responsibility for insurance and taxes where applicable.

(f)      If the Artwork(s) handed over by the Gallery does not comply with the description of Artwork(s) in this Agreement, the Buyer shall have the right to refuse the delivery and require the Gallery to return the payments to the Buyer.

 

3.        Obligations of the Gallery:

 

(a)      The Gallery represents and warrants the Artwork(s) are works of art or products created by the Artist.

(b)     The Gallery represents and warrants the Artwork(s) are exempt from any pledge, charge or other security interest, license, right or restriction of any kind granted in favor of a third party or benefitting a third party.

(c)      To the Gallery’s best knowledge, there is no pending claim or anticipated claim against the Artwork(s) or against the Gallery’s ownership in title in the Artwork(s) or against the Gallery’s right to dispose of the Artwork(s).

(d)     There is no third agreement outstanding that could potentially result in a claim against or in any way affect the Artwork(s) in part or in whole either now or in the future.

(e)      The Gallery shall provide the certificates and other related files to the Buyer.

 

4.        Payments:

 

(a)      Upon mutual agreement, the Buyer shall make the payment in full to the Gallery’s designated bank account. Title does not pass until payment is received in full by the Gallery. The Gallery reserves the right to cancel the sale if full payment is not received within 1 month. Storage and insurance fee will be charged after 4 months of receipt of invoice. Official invoice available on request from the Gallery within [30] days of payment. Where applicable, the Gallery may charge the Buyer an amount equal to the applicable taxes.

(b)      All transaction related fees shall be borne by the Buyer.

 

5.        Any information relating to the Agreement or to one Party which is communicated to the other Party in connection with the performance of the Agreement shall be kept strictly confidential and shall only be used for the purpose of performance of the Agreement. Each Party shall not disclose any of the information to a third party, unless the other Party has expressly agreed on such disclosure.

 

6.        This Agreement shall inure to and be binding upon the undersigned and their respective heirs, representatives, successors and permitted assigns. This Agreement may not be assigned by either party without the prior written consent of the other party.

 

7.        This Agreement is subject to outstanding issues. The parties may jointly make Supplementary Agreement and it has the same effect with this Agreement.

 

8.        This Agreement shall be governed and interpreted in all respects including without limitation execution, validity, performance and dispute resolution by and according to the laws of the People's Republic of China.

Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be submitted to the China International Economic and Trade Arbitration Committee (“CIETAC”) to be arbitrated in Beijing in accordance with its arbitration procedures and rules.

The arbitration tribunal shall consist of three arbitrators, one to be appointed by The Buyer and one to be appointed by The Gallery. The third arbitrator shall be appointed as the Presiding Arbitrator by the Chairman of CIETAC.

The arbitration award shall be final and binding on the Parties. Unless otherwise specified in the arbitral award, the arbitration fees shall borne by the losing Party.