EFTA00521540.pdf

Christie's Christie's Inc. 20 Rockefeller Plaza, New York, New York 10020 Seller's agreement Thank you for choosing Christie's to sell your pr ()per ty. This document sets out our agreement with you. In this agreement "you" and "your" means the seller whose details are set out below and "we" "us" and "our" means Christie's Inc. You can find the meanings of words coloured grey at the beginning of part 2. Date August 5, 2011 Your details Name: Mr. Jeffrey Epstein Address: 9 East 71" Street New York, NY 10021 USA Client reference number: 20745 Stock Number: NYCSW464 Part 1 - Details of the auction and our charges and payment terms A The Auction We plan to offer the property in the auctions currently scheduled to take place at the locations and dates set forth on part 3 of this agreement. B Charges This part sets out our charges for selling the property. Seller's commission We will charge a seller's commission of 5% of the hammer price. Sale expenses We will pay the following: a) The costs of packing the property and transporting it to the saleroom, including customs, export or import duties and charges. b) If any of the property is unsold, the costs of packing it and returning it to you, including customs, export or import duties and charges. c) Handling and administration fees for the property if the property is not sold. d) Marketing and illustration fees for the property. e) The cost of: i) restoration, ii) framing, mounting, unmounting or remounting, iii) expert opinions or certificates that we believe are appropriate (including gemological tests for pearls or precious stones►, and iv) test or analysis that we believe EFTA00521540  needs to be carried out to decide the quality of the property, its artist or that it is authentic. Physical loss or damage liability We will accept responsibility for physical loss or damage to the property a) while the property is being transported from you to Christle's under the control of Christie's or its agents, b) while the property is in Christie's possession or control and c) while the property is being transported from Christie's to you under the control of Christie's or its agents. The terms on which we accept liability are set out in paragraph 16 of part 2 of this agreement. Unsold lots We are not charging any fee for unsold lots. C Payment We will make any payment only to you. We will send you the proceeds of sale 35 days after the auction if we have received payment in full from the buyer by then. If we have not, we will send you the proceeds of sale no later than 5 working days after we receive payment in full from the buyer. Your Agreement Parts 1, 2 and 3 of this document form the terms of our agreement with you. Please read them carefully before you sign this agreement. Once you have signed this agreement, you may not withdraw the property from auction except as allowed under paragraph 9 of part 2 of this agreement. I agree to the terms of this agreement. Jeffrey Epstein: Christie's Inc. Signed by: for and on behalf of Christie's Inc. licensed by the New Yolk City Department of Conwmer Afta~•. Principal Auctioneer ClutfloPeoef ; &et(' license 1761543 EFTA00521541 Port 2 Terms and conditions of sale CHRISTIE'S Please read all parts of this agreement carefully. 1. - Meaning Of Words Used In This Agreement 2 - The Buyer's Agreement annual sales - the total r of all items sold on your behalf at You appoint us as your 'exclusive agent' to sell the property by auction and auction by any member of the s t-r. ..p in the calendar year (January agree that we may sell each Ect to the buyer on the terms of the to December) in which a '.:,t is sold. for these purposes we will convert the agreement. You will be directly responsible to the buyer for: a) the hammer prices of items sold outside the country of the saleroom where the warranties in paragraph 3 a) to I) below; and b) any representations you lot is being sold into the currency of such saleroom. authorise us to make to the buyer on your behalf, authentic - a genuine example, rather than a copy or forgery. of: 3 Your Warranties • the work of a particular artist, if it is described as the work of that You give us the following warrantie% and authonse us to give the artist; warranties described in a) to 1) to the buyer): • a work created within a particular period or culture, if it is described as a) You are the owner of the property, or a Joint owner of the property a work created during that period or culture; acting with the permission of your co-owners, or, if you are not the • a work from a particular origin or source, if the work is described as owner of the property, you have the permission of the owners to sell being of that origin or source; or the property under the terms of this agreement and the buyer's • in the case of gems, a work which is made of a particular material, if it agreement; is described as being made of that material b) You and any and all owners will be together and separately authenticity warranty - the guarantee we give to the buyer in the buyer's responsible for performing your obligations under this agreement; eprrr rr v /I t that a lot is authentic. c) You have the right to transfer ownership of the property to the buyer buyer's agreement the terms of the contract of sale between us as your without any restrictions or claims by anyone else; agent and the buyer set out at the back of the auction catalogue which may d) At the time of handing over the property to us. you have met all also be referred to as the "conditions of sale" requirements relating to exporting or importing the property. You are buyer's premium - the charge the buyer pays us along with the riarrmer not aware that anyone else has failed to meet these requirements; price as set out in the auction catalogue. el You do not know, and have no reason to suspect, that the property is, charges - our charges as set out in Part 1B. or is connected with, the proceeds of criminal activity, Christie's group - Christie's International Plc• its subudiaries and other f) The proceeds of sale will not be used for any unlawful purpose; companies within the corporate group You have given us all information you are aware of relating to the condition the physical condition of a I condition or provenance of the property or whether it is authentic; condition report • a report we may provide to a potential buyer on the h) You have told vs in writing about any alterations, repairs or restoration of a lot. to the property of which you are aware; estimate - the price range included in the catalogue or any saleroom notice i) You have made sure that any lot containing any electrical or within which we believe a lc,t may sell. low estimate means the lower figure mechanical part is in a safe operating condition in the range and high estimate means the higher figure. The mid estimate 11 you have told us and will continue to tell us about all facts and matters is the mid point between the two of which you are aware which might affect the sale or value of the hammer price • the amount of the highest b.d the auctioneer accepts for the property or the terms on which we are prepared to accept the sale of the lot. property for sale; and lot - an item of property to be offered for sale (or two Of more items of k) You will tell us as soon as you become aware or have reason to to be offered for sale as a group). suspect, that any of your warrantor' -, above are, or may have become, physical loss or damage liability fee the fee described in part 18. untrue. proceeds of sale - in relation to a the hammer price less all charges and 4 Estimates other amounts owed to us under this agreement. Estimates are shown on the property schedule. We will fix the estimate for property - the property you have asked us to offer for sale as described in each lot and it may change once we have received and examined the part 3 of this agreement. property at our saleroom or as a result of a change in market conditions property schedule - part 3 of this agreement which sets out information after the date of this agreement. An estimate is not a guarantee of the about the pr . ;: i-rty price at which we will sell a si t and is a statement of opinion only. Neither provenance - the ownership history of a lot you, nor anyone else, may rely upon any estimate as a prediction or reserve - the confidential amount below which, except as set out in guarantee of the actual selling price of a lot. Paragraph 5. we will not sell a lot. 5 - Reserves sale expenses - the expenses described in part 18 of this agreement_ The re..erve for a lot cannot be higher than its low estimate. If we are saleroom notice - a printed notice or oral announcement giving more unable to agree the reserve with you before the auction, we may fix it information about a lot or the auction or the terms of the buyer's based on our reasonable opinion as to the probable level of b for the lot. We will be entitled to sell any lot below the (I. if we pay you as if the seller's commission • the commission described in part 18 to; had sold at a hammer price equal to the reserve. You will have to pay us unsold lot fee • the charge described in part 18 of this agreement. seller's commission on the same basis. warranty a statement or representation in which the person making it 6 Auction And Marketing Arrangements guarantees that the facts set out in it are correct. We will have complete freedom as to: a) how and where we exhibit and market the property ; b) the description, presentation and illustration of the property in the catalogue and any condition report; c) how to divide the property into lots; d) the contents of any saleroom notice relating to the auction; EFTA00521542 e) how we organise the auction, including the date, place and manner of You agree that we shall not be liable to you in respect of any delay or the auction, who we allow into the auction and whether we accept failure by the buyer to make payment. If a buyer does not pay in full any bid; by the due date we, alone, will decide what steps to take on your and f) whether to postpone, cancel or reschedule the auction; our behalf. We shall take such steps as we consider appropriate g) whether we should consult anyone else about any lot; and bearing in mind the reasons for the delay and our assessment of the h) whether to grant extended payment terms to the buyer of up to 90 likelihood of payment being received in full. We do not have to: days from the date of the sale. (i) pay you the amounts due from the buyer until the buyer pays us in 7. Bidding full (but we will do so if we have released the lot to the buyer as You may not bid on your lot or arrange for any person to do so on your described in paragraph 11 below); behalf. However, we will have the right to bid on your behalf, up to (but not (n) enforce payment by the buyer; or including) the amount of the reserve. (in) take any legal proceedings, cancel the sale or levy additional 8 -Mit; of Liability charges on your or our own behalf. We do not give you any warranty in relation to any lot and will not be liable Please note that exchange control restrictions in certain countries can to you result in delays to payment by buyers, and that these delays can a) for any mistakes or missing information in the description of any In!, sometimes be significant. If a delay of this kind is a concern to you b) if the buyer fails to pay for the :ri!, and please contact us prior to the auction c) in any circumstances for any special, consequential, incidental or c) Right to delay payment indirect damages of any kind. We may delay paying the proceeds of sale to you for a reasonable If, despite the terms above we are found to be liable to you for any of the period if we reasonably believe that any of the circumstances set out in matters set out in this paragraph, we will not have to pay more than the paragraph 15 a) ii) to v) may apply. hammer price of the relevant lot or, if it is unsold, its mid estimate. 11 - Ownership and Risk 9 Withdrawal a) Transferring ownership to the buyer a) By you: Ownership of the lot will transfer to the buyer when we receive full and i) You may not withdraw any lot from the auction unless we have clear payment from the buyer broken any of our significant obligations to you under this b) Transferring ownership to us agreement in a way that: If we release any lot to the buyer before we receive payment in full (A) cannot be put right, or from the buyer, we will pay you the proceeds of sale for that lilt on (B) has not been put right before the auction or within 14 days the due date for payment. If this happens, and in any other of you telling us in writing (whichever is earlier). circumstances where we pay you the proceeds of sale before we are ii) To withdraw your a in these circumstances, you must let us paid by the buyer, we will own the lot and take over all your rights to know in writing as soon as reasonably possible after you become recover payment from the buyer. You will do everything needed to aware that we have broken any of our significant obligations to transfer ownership of the lot to us. you. c) Transferring risk b) By us: Risk and responsibility for a lot will pass to the buyer under the We may withdraw any lot from the auction at anytime if: buyer's agreement from whichever is the earlier of the following: i) we have doubts about its condition or provenance or that it is when the buyer collects the lot or, (ii) at the end of the 90th day from authentic, the date of the auction, unless we have agreed otherwise with the it) we have doubts about the accuracy of the warranties in buyer in this case, risk in and responsibility for the lot will transfer to paragraph 3 or your confirmations set out in paragraph 19; the buyer at the end of the period we agree. iii) you have materially broken any of your obligations to us under 12 - Further Rights this agreement, in a way that: a) Right of retention (A) cannot be put right, or We may keep any lot (and any other items belonging to you which are (B) has not been put right three working days before the under our control or under the control of another Christie's group auction or within 14 days of us telling you in writing, company): whichever is earlier, or i) until you have paid all amounts you owe us or any iv) we reasonably believe at any stage that selling or offering the lot F., company, for sale will be illegal, put us at risk of any legal claim or cause ii) for a reasonable period if we become aware of anyone else damage to our reputation, or that other lust cause exists. claiming ownership of, or any other interest in, the lot or we c) Consequences of withdrawing the lot from the auction have reasonable doubts as to whether it is ,iLitt, ”Ilt:C; If we withdraw a ut from the auction under paragraph 9(b) or agree while we complete our client identification and registration to you doing so: procedures to our satisfaction; or i) you will pay a withdrawal fee equal to 75% of the total of the iv) if we consider we have to do so by law or regulation. seller's commission and buyer's premium (in each case plus b) Right of sale relevant taxes) which would have been due if the lot had been If you owe money to us or to another Christle's group company, and sold at the low estimate; we are holding any of your property, we can sell it in any way we think iff you will pay our reasonable costs and expenses in preparing the appropriate. lot for and c) Using the money iii) we will be entitled to end this agreement immediately by giving You authorise us to use the proceeds of sale and any other amounts we you written notice. owe you to: 10 - Payment i) pay any amount you owe us: and a) Currency pay on your behalf any amount you owe any other i) We will pay you in the currency of the relevant saleroom. fWUP com.an . ii) If you want us to pay you in any other currency, you must send 13 - The Buyer's Premium, Taxes And Artist's Resale Royalty us a payment instruction form (which we can grve you), and a) Buyer's premium there may be a fee. We will buy the currency of payment within We will be entitled to charge the buyer, and keep, a buyer's premium. 2 business working days of the date we pay you. Our certificate b) Artist's resale royalty confirming the rate of exchange for such currency will be final. b) If the buyer fails to pay EFTA00521543  If in certain countries local laws entitle the artist or the artist's estate rv) We will not be liable for any physical loss or damage to picture to a royalty, and we pay the royalty to the appropriate authority frames or to glass forming part of picture frames caused by without being reimbursed by the buyer, you will refund us. circumstances beyond our control as long as we take reasonable c) Taxes care and skill in handling the lot to reduce the risk of physical loss 0 You are responsible for paying any goods, service or other value or damage; and added tax at the rate and time required by the relevant law We v) Certain other conditions which are available from us or on our have the right to withhold relevant tax amounts from any sale website at htt • //www.christies corn proceeds due to you for the purpose of paying taxes on your 17- Ending the Agreement behalf if required by law to do so. a) Termination ii) You must give us all relevant information about your tax status We will be entitled to end this agreement immediately on giving you and that of the property. written notice if: you have broken any of the w.irrant ii) a lot is iii) If we have to pay any taxes, duties or other amounts to any tax withdrawn, or iii) the auction is cancelled. authorities on your behalf or as a result of any information you b) Events beyond our control give us under paragraph ft) above being incorrect or due to your Neither of us will be responsible for any failure to meet our obligations failure to complete any forms required by law, you must refund under this agreement which is caused by circumstances beyond our or us the full amount and our related costs or c . ry.t... when we ask your reasonable control. This includes, but is not limited to strike, lock- you to do so out, fire, flood, natural disasters, war, armed conflict, terrorist attack 14 - Unsold Lots And Soles A ter The Auction and nuclear and chemical contamination. a) Sales after the auction 18 - Photographs And Illustrations Unless you tell us otherwise, if any lot is unsold at auction, you We have the right to photograph, video or otherwise reproduce images of the appoint us as your exclusive agent for 60 days after the auction to sell property in whatever way we think appropriate, as allowed by law. The the kit privately for no less than the r ic and under the terms of copyright in any images will belong to us this agreement. For post-auction sales, during this 60-day period, all 19 - Other Conditions references to "hammer price" in this agreement will be read as if they a) Validity mean the sale price of the relevant lot If a court finds that any part of this agreement is not valid, or is illegal or b) Collection of unsold lots impossible to enforce, that part of the agreement will be treated as We will not release any unsold lot to you until you pay us, in cleared being deleted, and the rest of this agreement will not be affected. funds, all amounts you owe, including taxes. If any set that we are b) your identity authorised as your exclusive agent to sell under paragraph 14(a) above You confirm that your name and address set out on page 1 of this has not been sold at the end of the period set forth in paragraph 14(a), agreement are accurate. You also agree to give us any information and we will return the property to you or re-offer it if we mutually ree. documents we may reasonably need to satisfy our client identification 15 - Cancelling The Sole Of A Lot and registration procedures, and confirm that all the information and a) We can cancel a sale if: the buyer fails to pay in full; ii) any of your documents you give us are accurate and are originals or true copies of warranties in paragraph 3 or your confirmations in paragraph 19 are the originals not correct; iii) we reasonably decide that the buyer is entitled to cancel c) Personal information the sale under the authenticity warranty; iv) we reasonably believe By signing this agreement, you accept that we will hold and process that completing the transaction is or may be unlawful; or v) we your personal data or information and may pass it to another Christie's reasonably decide that the sale of the lot places us or you under any group company for use as described in, and in line with our privacy liability to anyone else or may damage our reputation. policy. You can see a copy at http://www. christies.com. b) In these circumstances you a ut honse us to accept the return of the lot. d) Introductory commission If we have already paid you any of the proceeds of sale, you must repay Where you have been introduced to us by someone else, you agree them to us when we ask you to do so. that we may pay an introductory commission to that person where we c) For the purposes of this paragraph, "cancel" shall include cancellation, have agreed to do so. termination and rescission under the Uniform Commercial Code. e) Transferring your rights and responsibilities d) You must also indemnify us against any claim and reimburse us fully for You may not grant a security over or transfer your rights or any loss, liability (whether to the buyer or anyone else), expense or cost responsibilities under this agreement unless we have given our written (including legal fees) we must pay as a result of the circumstances set permission which we will not withhold unreasonably. This agreement out in paragraph 15(a)( i) and paragraphs IS la)(iv) and (v) if the will be binding on your estate and anyone who takes over your cancellation under 15 (a)(er) or (v) is as a result of your actions or failure responsibilities. to act f) Translations 16 - Physical Loss Or Damage To The Property If we have provided a translation of this agreement we will use this We will be liable for the risk of physical loss or damage to a Ht from original version in deciding any issues or disputes which arise under the time we have a lot in our possession or control, or it is in the this agreement possession of transporters acting under our instructions Our liability g) Entire agreement will end. This agreement is the entire agreement and understanding between i) If a lot is sold, from whichever is the earlier of the following. (A) you and us concerning the property. It will replace any and all other when the buyer collects the lot, (8) at the end of the 90th day agreements or statements between you and us relating to the following the date of sale property. ii) If a lot is not sold, from whichever is the earlier of the following: h) La w a nd disputes (A) when you or a person you appoint collects the lot; (B) when we return the lot to you or a person you appoint; (C) at the end With respect to sales In New York, this agreement and any rights arising of the 90" day following the date of the sale. outside this agreement shall be governed by the laws of the state of New b) Our liability under paragraph al will be limited by the following: York. Before either we or you start any court proceedings (except in the i) Before the auction, we will not pay more than the mid estimate: limited circumstances where the dispute, controversy or claim is related ii) After the auction, we will not pay more than the hammer price if to a lawsuit brought by a third party and this dispute could be pined to the lot is sold; or, if a lot is not sold, the reserve; that proceeding) we shall consent to the mediation of any dispute ni) We will not be liable for any physical loss or damage to any lot following the mediation procedure of JAMS with a mediator affiliated caused by climatic or atmospheric conditions. with JAMS and mutually acceptable to each of us. Consent to mediation EFTA00521544  shall not be unreasonably withheld. If the dispute is not settled by mediation within 60 days from the date when mediation is initiated by either of us, then the dispute shall be referred to and finally resolved by arbitration in New York in accordance with the International Arbitration Rules of the International Center for Dispute Resolution ("ICDR") by one arbitrator appointed by the ICDR within 90 days after the initiation of the arbitration, who may order the production of documents only for good cause shown. The arbitration shall be confidential, except to the extent necessary to enforce a judgment or in accordance with a court order. The arbitration award shall be final and binding on both of us. You submit to jurisdiction in the state and federal courts located in New York County for the limited purpose of enforcing this agreement to arbitrate. This arbitration and any proceedings conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code and by the Convention on the Recognition and Enforcement of Foreign Arbitral Awards of June 10, 1958 20 - Confidentiality Both of us agree to keep all the terms of this agreement confidential unless otherwise required by law EFTA00521545  Christie's Part 3 - property schedule Please see attached schedule of property. EFTA00521546