WEBSITE AND MOBILE APP TERMS OF USE

Acker, Merrall & Condit Co and its affiliates, including, without limitation, Acker Auction, Inc., Acker, Merrall & Condit (Asia) Ltd, Acker U.K. Ltd., Acker Auction DE, LLC and The Wine Workshop LLC (collectively, “Acker”, “we”, “us” or “our”), on and through ackerwines.com (the “Website”) and our mobile application (including any updates or upgrades to the application software and any related documentation) (collectively with the Website, the “Digital Platforms”), advertises, promotes, sells and auctions wine, spirits and other alcoholic beverages, and related products (collectively, “Products”) and provides other features, information, and news related to Products in a variety of media (collectively with Products, the “Products & Services”).

By accessing and using the Digital Platforms and/or using or purchasing our Products & Services, you are agreeing to be bound by these Website and Mobile App Terms of Use (the “Website and Mobile App Terms of Use” or “Terms”) without modification, limitation, or qualification. Please read them carefully. Please also note that we may, in our sole discretion, modify or revise these Terms at any time by updating the text of this page, and you will be bound by any such modification or revision from that point forward. You should therefore visit this page periodically to review the Terms. Your continued access, use, browsing or purchasing via our Digital Platforms following the posting of changes to the Terms means that you accept those modifications or revisions. We will take appropriate measures to inform you of material changes to the Terms, consistent with the significance of the changes we make, including by email or by notification on our Digital Platforms. If you do not agree with the changes, you should notify us and immediately stop using the Digital Platforms. You can see when these Terms have been last updated by checking the “Last Revised” date displayed on the top of these Terms.

We often make Products & Services available to you through the Digital Platforms and when we do additional terms and conditions may apply. Such additional terms will be presented to you at the time of digital access to the applicable Products & Services. Those additional terms are hereby incorporated by reference into these Terms and become part of your agreement with us if you use, download or purchase those Products & Services (as applicable). In the event of a conflict between these Terms and those additional terms, the latter will control. For the avoidance of doubt, and merely by way of example, your purchase of non-auction wine, spirits and other alcoholic beverages through the Website will be subject to our Retail Conditions of Sale and your participation in any Acker auction (including by bidding using the Digital Platforms) will be subject to the Conditions of Sale applicable to the relevant auction, found here.

1. USING OUR WEBSITE

The Digital Platforms allow for browsing and online shopping of and access to our Products & Services (including retail purchases and placing bids at our live and online auctions). They also provide news and valuable information about our Products & Services, including, without limitation, data, articles, publications, videos, products, graphics, photographs, video, sound, audio clips, digital downloads, text, images, icons, coding, scripts, software, pictures, rankings, indexes, sorting, presentations, compilations, and other material (collectively, “Content”). The Content of the Digital Platforms owned and controlled by Acker or by third parties that have licensed their Content to us.

Warning: Our Products & Services relate to the advertisement and promotion, sale and auction of wine, spirits and other alcoholic beverages. By accessing, using, browsing or purchasing Products & Services on the Digital Platforms, you represent that you are at least 21 years of age. You further represent that upon purchasing Products via the Digital Platforms, you will ensure that the shipment and delivery of your purchase is received by a person at least 21 years of age.

2. LIMITED LICENSE

Subject to the restrictions and limitations set forth in these Terms, we grant you a limited, non-exclusive license to access and use the Digital Platforms, the Acker Software (as hereinafter defined), and Content therein, only for your own personal, internal use, if an individual or other non-principle entity, and, if an agent, only for the purposes of facilitating a transaction for your clients with us. You are permitted to access the Content only through the Digital Platforms. You may download no more than a single copy or print of any the Contents only as necessary for your personal, internal, and non-commercial use, or in the case of agents, to display to your clients solely for purposes of facilitating a transaction with us.

3. PROHIBITIONS ON USE

Except as explicitly set forth herein, you must obtain our prior written consent for any reproduction of the Content of the Digital Platforms or any portion thereof. The following activities are also expressly prohibited without Acker’s prior written permission:

You may not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form) of Acker, without our prior written consent. You may not use any meta tags or any other “hidden text” utilizing Acker’s name or trademarks without our prior written consent.

In addition to the use specified herein, the Terms herein apply to any other software (including any updates or upgrades to the software and any related documentation) that we make available to you from time to time for your use in connection with our Products & Services (the “Acker Software”) and terms of the software license agreement accompanying such Acker Software (the “License Agreement”), and is further conditioned on your agreement to be bound by the terms of the License Agreement.

4. PRIVACY

We consider the privacy and protection of our customers’ personal data and personal information to be paramount. Our Data Privacy Policy provides further information regarding our practices and policy in relation to personal information. Unless otherwise explicitly stated herein, any non-personal information or material sent to Acker will be deemed NOT to be confidential. By sending Acker any non-personal information or material, you grant Acker an unrestricted, irrevocable license to use, reproduce, display, perform, modify, transmit and distribute such materials or information, and you also agree that Acker is free to use any ideas, concepts, know-how or techniques that you send us for any purpose. However, Acker will not release your name or otherwise publicize the fact that you submitted materials or other information to us unless: (a) you grant us permission to do so, or (b) we are authorized or required to do so by law or in conjunction with our Data Privacy Policy.

5. YOUR ACCOUNT

To shop, place orders, place bids at our live or online auctions, or otherwise use the Products & Services on our Digital Platforms, you may be required to open an online account and/or provide certain personalized information to us (collectively, “User Information”). You agree that you are solely responsible for the accuracy and content of your User Information, and you agree to keep it up to date. It is your sole responsibility to maintain the confidentiality of your account, password, digital signature, and User Information, and for restricting access to your computer and other mobile devices. You are hereby advised to ensure that minors, children, and persons under the age of 21 do not use your account and User Information to purchase our Products & Services or otherwise use any of our Digital Platforms’ functionality related to Products. You hereby agree to accept full responsibility for all activities that occur under your account or password.

6. CHILDREN’S ONLINE PRIVACY PROTECTION

We will not knowingly collect personally identifiable information from any person that is actually known to us to be a child under the age of 18. IF YOU ARE UNDER 18 YEARS OF AGE, PLEASE DO NOT USE OR ACCESS THE DIGITAL PLATFORMS AT ANY TIME OR IN ANY MANNER.

7. INTELLECTUAL PROPERTY

As between you and Acker, Acker solely and exclusively owns all right title and interest in and to the Digital Platforms, the Content, the Acker Software, and all elements thereof, including all any inventions, algorithms, processes, techniques, software, source or machine code, data, and materials used or incorporated in, implemented by, or available on or through the Digital Platforms, the look, feel and design of the Digital Platforms, the Acker Software, and the Content, compilations of the Content, code, data and materials in the Digital Platforms, and all copyrights, trademark rights, patent rights, database rights, trade secrets, moral rights (including rights of authorship, attribution and subsequent modification) and other intellectual property and proprietary rights (whether registered or unregistered in any jurisdiction) in the Digital Platform, the Content, or the Acker Software, any of the foregoing. Your use of the Digital Platforms, the Acker Software, or the Content does not grant to you any right, title or interest in any element thereof, and Acker (and/or our applicable licensors and partners) owns and retains all right, title and interest (including all intellectual property and proprietary rights) therein and thereto, throughout the World.

(a) Copyright Notice

The Digital Platforms, the Content, the Acker Software, and all elements thereof, including all any algorithms, processes, techniques, software, source or machine code, data, and materials used or incorporated in, implemented by, or available on or through the Digital Platforms, the look, feel and design of the Digital Platforms and the Content, compilations of the Content, code, data and materials in the Digital Platforms, and all works of authorship therein, are the exclusive property of Acker and are protected by United States and international copyright laws, Copyright 2022 Acker, Merrall & Condit Company, All Rights Reserved.

(b) Trademark Notice

All of our marks on our Digital Platforms are registered trademarks of Acker in the United States and other jurisdictions. Ackerwines.com and its related graphics, logos, page headers, button icons, scripts, and product and service names included in or made available through the Products & Services, are trademarks or trade dress of Acker in the United States and other jurisdictions. Acker’s trademarks and trade dress may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits Acker. All other trademarks not owned by Acker that appear on the Digital Platforms are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Acker.

(c) Copyright & Trademark Complaints Notice

We respect the intellectual property rights of others and require all users of our Digital Platforms and Products & Services to respect ours as well. If you believe that your work has been copied in a way that constitutes copyright or other intellectual property infringement, please report your alleged infringement as soon as possible, to terms@ackerwines.com.

8. DISCLAIMERS

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE DIGITIAL PLATFORMS, THE ACKER SOFTWARE, AND THE CONTENT IS AT YOUR SOLE RISK, AND THE DIGITAL PLATFORMS AND ALL SERVICES, CONTENT (INCLUDING ACKER SOFTWARE OR ANY OTHER SOFTWARE), FUNCTIONS, MATERIALS AND PRODUCTS & SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE DIGITAL PLATFORMS (COLLECTIVELY, “MATERIALS”) ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THEIR OPERATION OR THE INFORMATION CONTAINED THEREIN, UNLESS OTHERWISE SPECIFIED IN WRITING.

TO THE FULLEST EXTENT PERMITTED BY LAW, ACKER AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, ATTORNEYS, REPRESENTATIVES, AGENTS, ASSIGNS, CONTENT PROVIDERS, SERVICE PROVDERS, SUPPLIERS AND LICENSORS (COLLECTIVELY, THE “ACKER RELATED PARTIES”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ACKER RELATED PARTIES DO NOT WARRANT THAT THE MATERIALS, THE ACKER RELATED PARTIES’ SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM THE ACKER RELATED PARTIES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

9. LIMITATION OF LIABILITY

IF YOU OR ANY THIRD PARTY ARE DISSATISFIED WITH ANY PORTION OF THE DIGITAL PLATFORMS, THE CONTENT, THE ACKER SOFTWARE, OR WITH ANY PROVISION OF THE LICENSE AGREEMENT OR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE DIGITAL PLATFORMS, THE CONTENT, THE ACKER SOFTWARE, AND PRODUCTS & SERVICES. UNDER NO CIRCUMSTANCES SHALL ANY OF THE ACKER-RELATED PARTIES BE LIABLE TO ANY USER OR ANY THIRD PARTY ON ACCOUNT OF THAT USER’S USE OF THE DIGITAL PLATFORMS. IN NO EVENT SHALL ANY OF THE ACKER RELATED PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE DIGITAL PLATFORMS, THE DELAY OR INABILITY TO USE THE DIGITAL PLATFORMS, THE PROVISION OF OR FAILURE TO PROVIDE THE MATERIALS, OR THE CONTENT CONTAINED WITHIN THE MATERIALS, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND EVEN IF THE ACKER RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE ACKER RELATED PARTIES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING FROM THESE TERMS OR YOUR USE OF THE MATERIALS EXCEED, IN THE AGGREGATE, FIFTY UNITED STATES DOLLARS ($50.00) REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

10. NOTICE REGARDING THE ENFORCEABILITY OF CERTAIN DISCLAIMERS AND LIMITATIONS OF LIABILTY

THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES AND/OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS PROVIDED FOR HEREIN (INCLUDING IN SECTION 8 AND SECTION 9 ABOVE) MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

11. PRODUCT DESCRIPTION AND TYPOGRAPHICAL ERRORS

We attempt to be as accurate as possible. However, except for the general product description for each item, Acker makes no representation or warranties that product descriptions contained on the Digital Platforms are accurate, complete, reliable, current, or error-free. Regarding the sale of wine, spirits and other alcoholic beverages, please refer to our Retail Conditions of Sale and relevant auction Conditions of Sale, as applicable, for information about our sale and auction policies.

12. ORDER ACCEPTANCE POLICY

Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. We reserve the right at any time after receipt of your order to accept or decline your order for any reason. We may not accept credit card payment for orders placed over fifteen thousand United States Dollars ($15,000.00). We may in our sole discretion require additional verification or information before accepting any order.

13. LINKS

(a) Linking to the Digital Platforms

You agree that if you include a link from any other website to the Digital Platforms, such link shall: (i) not contain information or be as of a kind to portray Acker in a false, misleading, derogatory or otherwise offensive manner; (ii) open in a new browser window; and (iii) link to the full version of an HTML formatted page of this Website (where it is a link to the Website). You are not permitted to link directly to any image or other Content hosted on the Digital Platforms or our Products & Services, such as using an “in-line” linking method to cause the image hosted by us to be displayed on another website. You agree not to download or use images or other Content hosted on the Digital Platforms on another website or platform, for any purpose, including, without limitation, posting such images on another site, except as explicitly set forth herein. You agree not to link from any other website to the Digital Platforms in any manner such that the Digital Platforms, the Content, or any page of the Digital Platforms, is “framed,” surrounded, or obfuscated by any third-party content, materials or branding. We reserve all of our rights under the law to insist that any link to the Digital Platforms or Content be discontinued or removed, and to revoke your right to link to the Digital Platforms or Content from any other platform at any time upon written notice to you. To find out more information about our linking policies, or to seek our permission, you may e-mail terms@ackerwines.com.

(b) Links to Other Websites

You may be able to link from the Digital Platforms to third party websites or platforms, and third-party websites or platforms may link to the Digital Platforms (“Linked Sites”). You acknowledge and agree that we have no responsibility for the information, content, products, services, advertising, code, or other materials which may or may not be provided by or through Linked Sites, even if they are owned or operated by Acker. Links to Linked Sites do not constitute an endorsement or sponsorship by us of such websites or the information, content, products, services, advertising, code, or other materials presented on or through such websites. Any reliance on the contents of a third-party website or platform is done at your own risk and you assume all responsibilities and consequences resulting from such reliance. Under no circumstances shall any of the Acker Related Parties be responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused to you in connection with your use of, or reliance on, any content, goods or services available on any other site. You should direct any concerns to that other site’s administrator or webmaster.

14. ELECTRONIC COMMUNICATIONS

When you access our Digital Platforms, the Acker Software, or the Content, or use or purchase any of our Products & Services or send e-mails to us, you are communicating with us electronically. In so doing, you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Digital Platforms. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

15. INDEMNIFICATION

To the fullest extent permitted by law, you agree to indemnify, defend and hold each of the Acker Related Parties harmless from and against any and all losses, damages, demands, claims, suits, judgments, costs, expenses, or other liability of any kind (including reasonable legal, accounting and expert fees, and expenses) relating to, arising from, or resulting from your use of the Digital Platforms, the Content. the Acker Software, including your violation of law or the rights of any third party thereto, or your actual, threatened or alleged direct or indirect breach of any of these Terms. You further agree to advance each of the Acker Related Parties, upon demand, all costs and expenses (including reasonable legal, accounting and expert fees, and expenses) as they are incurred by such Acker Related Parties (as applicable) in connection with any matter covered by the indemnification provisions of this Section 15.

16. EXPORT CONTROL OF SOFTWARE AND TECHNICAL DATA

The following applies with respect to Acker Software and other Content of a technical nature that you may obtain from the Digital Platforms (other requirements set forth in these Terms and certain additional terms and conditions may apply with respect to items offered for sale, purchased or sold): The United States controls the export of such intellectual property. You agree to comply with such restrictions and not to export or re-export the Content or the Acker Software to countries or persons prohibited under the export control laws of the United States. By downloading the Content or the Acker Software, you are agreeing that you are not in a country where such export is prohibited and that you are not on the United States Commerce Department’s Table of Denial Orders or the United States Treasury Department’s list of Specially Designated Nationals. You are responsible for compliance with the laws of your local jurisdiction regarding the import, export, or re-export of the Acker Software and/or the Content.

17. LOCAL STANDARDS

We do not represent that materials on the Digital Platforms, the Content, or the Acker Software are appropriate for use in all locations. Persons who choose to access the Digital Platforms or Acker Software do so of their own initiative and are responsible for compliance with any applicable local laws.

18. NO WAIVER

Our failure to require or enforce strict performance by you of any provision of these Terms or to exercise any right under these Terms shall not be construed as a waiver or relinquishment to any extent of our right to assert or rely upon any such provision or right in that or any other instance.

19. SEVERABILITY

Should any part of these Terms be rendered or declared invalid by a court of competent jurisdiction, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of these Terms shall remain in full force and effect.

20. THIRD PARTY BENEFICIARIES

Nothing in these Terms shall be construed to give any rights to any third parties to enforce the terms hereof, except that each of the Acker Related Parties (other than Acker) shall be an express third-party beneficiary of, and entitled to enforce, the protections and rights bestowed upon such entity or person herein.

21. GOVERNING LAW AND FORUM SELECTION

These Website and Mobile App Terms of Use (including your and Acker’s respective rights and obligations hereunder and your use of the Digital Platforms) shall be governed by the laws of the State of New York without regard to the conflicts of laws principles thereof. For the benefit of Acker, by using the Digital Platforms and/or Acker Software you consent and agree to the exclusive jurisdiction of the state courts of the State of New York located in New York County in connection with any legal claim or action relating to, arising from, or in connection with these Terms (including your and Acker’s respective rights and obligations hereunder and your use of the Digital Platforms or Acker Software) and consent to personal jurisdiction in such courts. You waive, to the maximum extent permitted by law, any objection to the laying of venue in any such court and any claim that such court would be an inconvenient forum for any action covered by this Section 21. You agree that Acker shall retain the right to bring legal proceedings in any court other than the state courts of the State of New York located in New York County

22. JURY TRIAL AND CLASS ACTION WAIVERS

YOU AND ACKER EACH IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING FROM, RELATING TO, OR CONCERNING THESE WEBSITE AND MOBILE APP TERMS OF USE, INCLUDING THE RESPECTIVE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND YOUR USE OF THE DIGITAL PLATFORMS OR THE ACKER SOFTWARE.

YOU UNDERSTAND AND AGREE THAT ANY LEGAL ACTION OR PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, UNLESS BOTH YOU AND ACKER SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE ACTION. THIS CLASS ACTION WAIVER IS NOT APPLICABLE TO THE EXTENT SUCH WAIVER IS PROHIBITED BY LAW.

23. FURTHER INQUIRIES

Please feel free to direct any questions to us about these Terms, the Digital Platforms, the Acker Software, the Content, and our Products & Services, or any other issues, via e-mail at terms@ackerwines.com.

ACKER WINES PRIVACY POLICY

1. INTRODUCTION

Acker Merrall & Condit Company and its affiliates, including without limitation, Acker Auction DE LLC, Acker Auction, Inc., Acker Merrall & Condit (Asia) Limited, Acker U.K. Ltd., Acker Storage, LLC, and the Wine Workshop LLC (collectively, “Acker”, “we”, “us” or “our”) advertises, promotes, sells, and auctions wines and spirits or other related items (the “Property”). We have physical locations in the United States (California, Delaware, and New York), Hong Kong, and the United Kingdom. We provide this Privacy Policy to inform you how we obtain, utilize, and disclose your personal information for our business operations. This Privacy Policy also describes your rights in relation to this information. This Privacy Policy applies to any Acker services, events, websites, mobile applications or other digital or non-digital services, and any hard copy documents that refer to this Privacy Policy.

For residents of California and Virginia, please see pages 5-8 for further information specific to your residency. For residents of the United Kingdom or the European Economic Area, please see pages 8-10 for further information specific to your residency.

2. INFORMATION WE COLLECT ABOUT YOU

Personal information is information, or a combination of pieces of information, that could reasonably allow you to be identified. As described below, we collect personal information about you from multiple sources, including information we collect from you directly, information we collect indirectly, and information we collect automatically from you.

We compile information directly from you that you submit to us in-person, on the telephone, in writing, by email or online or submit to us via third party websites. The categories of information that we collect directly from you include: personal details (e.g., name, date of birth, nicknames), contact details (e.g., phone number, email address, mailing address), transaction information (e.g., auction bidding or purchase records, shipping information, information about Property you purchase at auction or retail or wish to sell or consign, details about your Property, financial information (e.g., tokenized credit/debit card information you provide for your purchases, wire instructions, bank account/bank transfer information), login credentials, user identity, and identification information.

We depend on the information you submit to us or that we collect or observe from your interactions with us.

We may collect information about you from external sources. The categories of information we collect about you from other sources include your public profile information, results of our verification of your identification checks, or whether you are subject to sanctions. We may work to expand Acker’s network by acquiring names, contact data, and other related information, as legally allowed. Furthermore, we may also generate information based on the information you have provided or that we have obtained from other sources, as legally allowed.

We collect information about you automatically as described below. We may take photographs of our auctions (including for security reasons) and bidding parties (to confirm bidding activity) or other live events.

Live streaming of our auctions and special events is available on our websites. Auctioneers, presenters, and Acker personnel are the focal point of our camera and microphones, but background images may be captured. When we host an event at a third-party venue, that venue may have CCTV.

We may use common data collection technologies as you visit our websites or apps or interact with our emails (“Systems”). For example:

A few important things you should know about our use of these technologies are that: we offer certain features that are available only through the use of cookies; we use cookies to help identify you, track information about you and maintain your account as signed in; most cookies are “session cookies,” meaning that they are automatically deleted from your hard drive at the end of a session; you are always free to decline our cookies if your browser permits, although doing so may interfere with your use of our website or our services; you may encounter cookies from certain of our service providers that we have allowed on our website and assist us with various aspects of our website operations and services; and you also may encounter cookies from third parties on pages of our website that we do not control and have not authorized (for example, if you view a web page created by another user, there may be a cookie placed by that web page).

We apply these technologies to allow you to use our digital platforms, learn how you and others interact with Acker’s materials, and how to personalize our services to your interests. Our mobile apps provide us with the data you share about yourself with our databases and Systems.

3. HOW WE USE INFORMATION ABOUT YOU

We use data about you for the following purposes, as permitted by applicable law: (a) to provide you with your requested services, (b) to manage and assure the integrity and quality of our services, (c) to set you up as a client, verify your identity and to perform sanctions checks, to fulfill your orders, facilitate sales or consignments, provide the information and materials you request, to manage your account and requests as well as your experience with us, (d) to note where you consign or buy Property, advertise and sell your Property on our U.S., Hong Kong and/or U.K. websites, (e) to send you information about upcoming Acker auctions, offers, and events which may interest you, (f) to personalize our services to you based on your interests, (g) to align online ads to your interests, arrange for Acker’s and other companies’ ads to reach you after you have left our sites, and help show you ads that are more relevant to your interests, (h) to measure the performance of our websites and apps and improve your experience, (i) to carry out risk and transaction screening, (j) to protect and defend our rights, Property, you, and/or the rights of third parties, (k) to keep all individuals and Property on our premises or hosts’ premises safe, (l) to comply with legal obligations and regulations and cooperate with regulators, or other governmental agencies, in all applicable jurisdictions, (m) to develop and improve our services, and (n) to improve your satisfaction.

4. HOW WE DISCLOSE INFORMATION ABOUT YOU

Your personal information will be processed by the Acker entity that initially receives it. We also share information within Acker and its affiliates for the purposes set out in this Privacy Policy. Those companies are named at the beginning of this Policy.

Acker may disclose personal information to other companies or entities as follows (a) to business partners and vendors that work on our behalf to provide services to us and our clients such as Property shipments, mailings, secure payment processing, and data and Property storage, (b) to any auction partners with whom we contract for certain auctions, (c) to consignors, sellers, buyers, customs authorities, and others as needed to facilitate a transaction with Acker, (d) to organizations with which we host events and those involved in such events such as the event venues, (e) to law enforcement or other entities that present valid legal authority and process or in our discretion, unless otherwise prohibited by law, to protect our rights, or the rights of others, (f) to meet certain legal compliance requirements, for example customs laws and regulations, (g) to U.S., U.K., EEA, Hong Kong and other domestic and overseas regulators and other appropriate legal agencies or authorities, (h) as part of a sale, merger, liquidation, acquisition, or transfer of our business assets, and (i) we may share information with digital advertising and analytics firms so that they may recognize your devices and deliver interest-based content and advertisements to you. The information we share may include your name, zip code, email, device ID, or other identifier. These firms may collect additional information from you, such as your IP address or other related technical information.

5. YOUR ELECTIONS

You may decide whether we may contact you by email. You may stop email marketing by using the “opt out,” or “unsubscribe” mechanism within our marketing messages. You may decide against allowing cookies to be placed on your device. Additionally, you may modify the personal information that is stored in your Acker Wines “My Account” section on our website.

We will respond to your request as soon as practicable. We may ask you to verify your identity before we can respond to your request. Your request may include providing you with information, correcting any inaccuracies, or removing information.

6. CHILDREN’S DATA

IF YOU ARE UNDER 16 YEARS OF AGE, YOU MAY NOT USE OR ACCESS ACKER’S DIGITAL PLATFORMS AT ANY TIME OR IN ANY MANNER. ACKER’S SERVICES ARE LIMITED TO THOSE OF LEGAL DRINKING AGE: 18 IN HONG KONG AND THE U.K. AND 21 IN THE U.S.

We do not accept underaged individuals as clients or knowingly collect data about individuals under legal drinking age.

7. INFORMATION SAFEKEEPING

Acker conducts business throughout the world. We receive data collected locally in the United States and collect data online directly from individuals in countries around the world. Acker may transfer your personal information internationally to other Acker affiliated locations, individuals affiliated with Acker, and to other organizations who need to process your data in connection with your business with Acker; such data may be processed globally. Your data will be stored on our servers in the United States. We have protections in place for the transfer of data.

We protect your information using a variety of security measures to reduce the risks of loss, misuse, unauthorized access, disclosure, and alteration. However, please note that that no security measures are perfect. You have the responsibility of protecting your online username and password and for the security of information you transmit to us over the Internet.

We will retain your personal information for as long as we have a relationship with you. Once our relationship with you has concluded, we will retain your personal information for a period that enables us to: preserve business records, comply with recordkeeping retention requirements under any applicable legal requirements, defend or bring any appropriate existing or potential legal claims, address any complaints, or preserve historical records of transactions and Property. Once your information is no longer needed for these purposes, we will remove such information.

8. YOUR RIGHTS

You may ask us questions regarding the data we retain about you. If you are located in certain jurisdictions, you may have rights under applicable data protection laws. These may include a right to a copy of your personal information, to correct it, remove it, reduce the ways we use it, or to transfer it to other organizations at your request. Furthermore, you may have the right to object to certain processing and, where we have asked for your consent to process your data, to withdraw this consent. Please contact us at privacy@ackerwines.com. if you wish to exercise any of these rights.

FOR RESIDENTS OF CALIFORNIA AND VIRGINIA

We may collect the following categories of personal information from and about you:

Categories	Examples
Identifiers	Your name, address, IP address
Internet Activity	Browsing history, search history
Transactions	Your transaction records, Property considered for your purchase, Property offered for sale by you
Payment information	Tokenized payment information or wire instructions
Demographics	Your gender, age
Location Information	Your general location as inferred from your network information
Employment Information	Information provided by you for consignment agreements or shipping
Video and Audio	Video and audio recordings of Acker events
Inferences	Our assessment of certain wines or spirits in which you may be interested

We share your information for the following purposes: (a) to obtain services to best suit your needs; such as item shipments, mailings, customer account and technology support, secure payment processing, fraud prevention, digital marketing management, and data storage, (b) to coordinate auctions and/or events with our partners, (c) to coordinate events, (d) for legal and compliance purposes, (e) to cooperate with law enforcement or other reasonable requests for information, and (f) to support our business needs.

We disclose all of the categories of personal information described above with service providers that process personal information on our behalf (e.g., data storage providers, email services and Internet service providers), business partners (e.g., event coordinators, professional advisors and consultants), government and law enforcement entities, advertising and marketing companies, and our affiliates.

We also may disclose certain personal information in exchange for services or insights or other valuable consideration. California and Virginia law treat these disclosures as “sales” even if no money is exchanged. We may disclose or “sell” the following categories of information to the third parties listed below.

Categories of Personal Information Disclosed in Exchange for Valuable Consideration as Defined Under California and Virginia Law	Categories of Third Parties to Whom this Information Is or Was Disclosed in the Past 12 Months
Identifiers	Digital advertising and analytics companies, marketing partners, social media platforms, auction partners and event co-hosts
Internet Activity	Digital advertising and analytics companies, social media platforms, and marketing partners
Transactions	Digital advertising and analytics companies, auction partners and event co-hosts, and marketing partners
Payment Information	Credit card processors, banks receiving wire transfers as designated by you
Demographics	Digital advertising and analytics companies, marketing partners, social media platforms, auction partners and event co-hosts
Location Information	Digital advertising and analytics companies, auction partners and event co-hosts
Employment Information	Marketing partners, auction partners, and event co-hosts.
Video and Audio Information	Auction partners and event co-hosts
Inferences	Digital advertising and analytics companies, marketing partners, social media platforms, auction partners and event co-hosts

Residents of California and Virginia have the following rights:

Rights	Explanation
Right to Know	You may request that we provide you with information about the categories of your personal information that we collect, the specific pieces of personal information that we hold about you, the categories of sources from which we collected the information, our reasons for collecting and sharing the information, and the types of third parties with which we share the information.
Right to Deletion	You may ask us to delete your personal information, subject to certain exceptions.
Right to be Free from Discrimination	You have the right to not be discriminated against for exercising any of the rights listed herein.
Right to Opt-Out of “Sales” or the Processing of Personal Information for Targeted Advertising	You have the right for your data to not be exchanged for valuable consideration as well as the right for your personal information to not be processed for targeted advertising purposes.
Right to Appeal	You have the right to appeal any decision we make relating to your rights.
Right to Opt-Out of Profiling	For any profiling that may lead to legal or other similar effects, you may opt out of such profiling. However, please note that Acker does not engage in this profiling.

If you are a California or Virginia resident and would like to exercise any of the rights described above, please submit your request to privacy@ackerwines.com. Please note that we may require specific information from you in order to verify your identity. Furthermore, there may be circumstances where we will not be able to honor your request. We will only use personal information once we have verified your identity and authority to make the request.

FOR EEA AND U.K. CUSTOMERS & VISITORS TO ACKER’S SITES AND MOBILE APPS

DATA RESPONSIBILITY

If you transact with Acker from the U.K. or the EEA, then the Acker entity running the auction or retail sale will be the data controller for that data. The name and contact details for this entity will be set out in your consignment agreement, invoice, or ackerwines.com/terms-conditions/ for the auction or retail sale.

LEGAL BASIS OF DATA PROCESSING

Under certain circumstances, Acker processes your data with your permission (e.g., when you agree that we may place cookies, or if you ask us to send you information about upcoming events).

On other occasions, Acker processes your data when we need to do this to complete a transaction with you (e.g., for billing you). If it is required for you to provide data for these purposes, we will make this clear at the time. We will also explain the consequences if you do not provide the necessary data (i.e., we will not be able to fulfill a retail sale).

We also process your data when it is our legitimate interest to do so and when these interests are not overridden by law. For example, Acker has an interest in ensuring the security of our events, in learning about the interests of our current and prospective clients, in developing new business opportunities, in maintaining accurate business records, and in ensuring that our websites and apps operate effectively. In circumstances in which we process your personal information to meet our legitimate interests, safeguards are in place to ensure your privacy is protected.

TRANSFERS OF DATA

Acker transfers personal information to countries outside the EEA and the U.K. including countries with different data protection laws.

AUTOMATIC DECISION-MAKING

We may analyze personal information via profiling meaning that we may process your personal information using software that is able to evaluate your personal preferences. Additionally, we may use information about those preferences to support automated decisions about the content, recommendations, and offers we share with you by email or other communications.

YOUR RIGHTS

You may ask us for a copy of your personal information. Additionally, you may ask us to correct your personal information, delete it, restrict our use of it, or to transfer it to other organizations (subject to local law). You also have the right to object to certain processing and, where we have asked for your permission to process your data, to withdraw this consent so that you may object to direct marketing at any time.

In cases in which we process your data due to our legitimate interest in doing so, you may make an objection. However, these objections may be limited in certain circumstances.

If you have questions regarding your rights, would like to exercise them, or have questions about this Privacy Policy, please contact us via the contact details set forth on page 11. We appreciate you contacting us to update or correct your information. In turn, we will contact you if we need additional information.

Acker is committed to working with you to obtain a just resolution of any complaint or concern regarding your privacy. However, if you have additional concerns that are not resolved or believe that we have not assisted with your complaint or concern, you also have the right to file a complaint with the appropriate data protection authorities.

THIRD-PARTY WEBSITES

Our websites may contain links to non-Acker websites. Those websites may collect information about you, and we are not liable for their practices or content they display.

10. CHANGES TO THIS POLICY

We reserve the right to amend or update this Privacy Policy and any of our privacy practices at any time. We will notify users of this website by posting any updated policy on this page and such changes will be effective immediately and without further notice. Where appropriate, we may notify you directly of changes to the Privacy Policy either through email or a prominent notice on our website.

11. QUESTIONS

For questions about this Privacy Policy please email us at privacy@ackerwines.com or contact:

Acker Merrall & Condit Company
Attn: Legal Department
160 West 72nd Street
New York, New York 10023

RETAIL CONDITIONS OF SALE

1. GENERAL: ACCEPTANCE OF THESE CONDITIONS OF SALE

Dear Customer,

We appreciate your business. By purchasing from Acker, Merrall & Condit Company (AMC) online via its website ackerwines.com, by e-mail or by phone, you agree to these Retail Conditions of Sale (the “Conditions”) for all of your purchases of wine from AMC. These Conditions are subject to modification or revision without notice and at any time, in AMC’s sole discretion. Your continued use of this website constitutes acceptance of such modified or revised Conditions.

2. LEGAL AGE REQUIREMENT, VERIFICATION AND PHOTO IDENTIFICATION

It is a legal requirement in the United States that wines and alcoholic beverages may only be sold and delivered to persons aged 21 or older. By ordering from AMC’s website, by phone, by e-mail or in person, you affirm that you and any intended recipient are at least 21 years of age.

If collection is made in person, photo identification containing proof of age must be provided. If someone else is picking up an order on your behalf, AMC will only release your purchase to such other person if AMC is notified in advance of the identity of the person collecting the order in writing via the above e-mail address or fax number.

First time purchasers may be required to provide a copy of a valid form of identification for AMC’s records. This can be sent to AMC via fax, e-mail or delivered in person to the address provided above.

IMPORTANT NOTICE: Federal and State regulations also require that a person of at least 21 years of age be physically present to sign for any delivery containing alcohol. Federal regulations further prohibit shipment of alcohol to post office box addresses. We therefore recommend that you ship to a residential or business address.

If an order is returned to AMC because satisfactory proof of age was not provided, you will be responsible for paying all resulting shipping charges.

3. PURCHASING AND PAYMENT

Payment is due upon receipt of invoice or order confirmation. Orders shall be shipped, delivered or released for collection as directed by you and only upon receipt of full payment for the order and all related fees and expenses. AMC accepts cash, checks, money orders, wire transfers and MasterCard, Visa and American Express credit cards. AMC reserves the right in its sole discretion, to cancel any order at any time prior to payment.

4. COLLECTION, DELIVERY, SHIPPING AND APPLICATION OF SALES TAX

(a) In-Store Collection

You may collect wines from AMC’s retail store in New York. To do so please select “In Store Pickup” at checkout. Please specify your desired date of collection at checkout, and AMC will do its best to confirm your specified date of collection, subject to availability of your order. Orders must be collected within 48 hours of the specified collection date, after which time the wines will be transferred to AMC’s warehouse and AMC reserves the right to assess a $50 transfer fee, and/or cancel the order at its discretion.

Please make arrangements for pickup by calling AMC at +1 212 787 1700 or by e-mailing store@ackerwines.com for retail store inquiries or rarewine@ackerwines.com for fine and rare inquiries. Wine may be picked up at AMC’s Manhattan store at 160 West 72nd Street, New York, NY 10023.

(b) Local Delivery

Upon request, and in its sole discretion, AMC will deliver retail purchases within Manhattan.

(c) Shipment

(d) Order Processing Time

Orders are generally processed and shipped within five (5) business days of purchase. However, various factors may delay shipments beyond this time. Special shipping requests such as rush orders, must be made on phone or by e-mail, and are subject to confirmation.

5. DELIVERY ATTEMPTS

AMC will make one (1) attempt to deliver purchases. If any order is returned, AMC will contact you to inform you of the return, however AMC reserves the right to return the order to stock and credit your account, minus the cost of shipping. Please contact AMC at store@ackerwines.com if you need to make special arrangements for retail store purchases, or rarewine@ackerwines.com for fine and rare.

Shipment by common carriers typically include three (3) delivery attempts, after which your order will be returned to AMC.

6. RETURNS AND CANCELLATIONS

Unopened spirits may be returned within thirty days of purchase for a full refund; shipping costs are the customer’s responsibility. All wine sales are “as is” and are final from the time you place your order, regardless of whether the purchased items are still in AMC’s possession or in transit to you, and regardless of whether AMC is able to provide assistance with making shipping arrangements. Returns and cancellations of wine sales are not permitted except in situations where there is a significant defect with the product and where the issue is reported within thirty (30) days, in which case the matter will be resolved on a case-by-case basis. You acknowledge and agree that AMC makes no warranties, express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose, with respect to the goods sold under this agreement. You expressly assume all risks associated with the use of the goods. AMC shall not be liable for any direct, indirect, incidental, consequential, or punitive damages arising from the sale, use, or inability to use the goods.

7. BOTTLE CONDITIONS AND VARIATIONS IN PRICING

To the best of AMC’s knowledge, all wines have been kept in proper storage conditions while in AMC’s possession. Every bottle has been inspected and described as accurately as possible at the time the wines were added to AMC’s retail inventory. However, buyers of older and more fragile wines must make proper allowances for natural variations of ullage and general condition. Wines less than 10 years of age can be assumed to be in generally excellent condition unless otherwise indicated.

8. INSURANCE

AMC makes domestic shipments to customers with which it enters shipping arrangements, and which shipments are made under AMC’s or the customer’s shipping account, as applicable. AMC’s insurance covers any loss due to breakage or theft that may occur while your order is in the possession of a common carrier. It does not cover loss resulting from confiscation, or damage resulting from extreme hot or cold temperatures due to long periods of broken down refrigeration or during non-refrigerated transit or transit undertaken without proper insulation against the elements. If you receive purchased property that has been broken during transit, you must notify AMC in writing within three (3) days of the delivery of the property. In the event of non-arrival, you must inform AMC in writing within three (3) days of expected delivery so that we may process your claim.

9. WEATHER CONDITIONS

AMC reserves the right to not ship wine if the temperature at the time of shipping is over 80 degrees Fahrenheit or below 30 degrees Fahrenheit, unless you, in writing, agree to assume all responsibility and risk of damage to the shipment arising from extreme temperatures.

US AUCTION CONDITIONS OF SALE

1. BUYER’S AGREEMENT.

By bidding at auction, each bidder (“Bidder”) agrees that these Conditions of Sale (“Conditions of Sale”) constitute the agreement between Bidder, on the one hand, and Acker Auction DE, LLC ( “Acker Auction DE”), for Delaware live auctions, Acker Merrall & Condit Company (“AMC”) for California wine web auctions and/or Acker Auction, Inc. (“Acker Auction”), for live New York or web auctions for spirits, and Acker Merrall & Condit Co. (“AMC”), for web auctions for wines (each respectively and together, “Acker” or the seller/consignor (the “Seller”), on the other hand, with respect to the sale of the property listed in the auction catalogue (in whatever format published) (“Property”).

Acker may amend these Conditions of Sale or the catalogue from time to time and at any time through posted notices, addenda, or errata or through oral salesroom announcements during the sale. By bidding at auction, Bidder agrees to be bound by all of the terms and conditions of these Conditions of Sale and accepts personal liability to pay the purchase price, including the Buyer’s Premium (as defined below), taxes and any other applicable charges, for any successful bid. If the Bidder is the successful bidder by virtue of being the highest bidder accepted by the auctioneer, or has otherwise agreed to purchase any lot, wine or other item, the Bidder is referred to herein as the “Buyer.”

2. ACKER AS AGENT.

Except as otherwise stated in these Conditions of Sale, Acker acts strictly as agent for the Seller.

3. BEFORE AUCTION.

(a) Lots

Property is divided into separate groupings as determined by Acker in its sole and absolute discretion and each such grouping (a “Lot”) is subject to separate bidding at auction.

(b) Inspection

Prior to auction, Bidder is advised to physically inspect any Property in which Bidder is interested in bidding and to rely on such inspection, as opposed to any descriptions in the catalogue or elsewhere.

c) Experts

Acker may seek views of outside experts on certain Property either before or after the sale. Some Property may be marked to indicate, or show other indicia, that it has been inspected by an expert (including visible writings, stampings and cut capsules).

(d) Absentee, Telephone, Online and Mobile App Bidding.

Prior to the sale, Bidders may make arrangements with Acker to participate at auction by absentee or telephone bidding. Bidder may also participate in the sale by bidding through Acker’s and its affiliates’ online and/or mobile app bidding platforms, which participation shall be subject to the Website and Mobile App Terms of Use (available at ackerwines.com/terms-conditions/).

Bidders wishing to participate by absentee bidding must complete and submit an Absentee Bid form to Acker in advance of the sale. All absentee bids must be placed in United States Dollars. If Acker receives identical absentee bids for any particular Lot and such bids are the highest amount for that Lot at auction, the winning bid for such Lot shall be determined by the auctioneer in its sole and absolute discretion; provided that the exercise of the auctioneer’s discretion is not in a discriminatory manner otherwise prohibited by applicable law. The acceptance of absentee, telephone, online and mobile app bids for any Lot in a live auction is subject to the sole and absolute discretion of the auctioneer. With respect to bids placed through the online or mobile app bidding platforms, any online and mobile app notifications concerning Bidder’s bid status may be overridden by the auctioneer. As such, even if Bidder receives an online or mobile app notice indicating that its bid has been accepted, please be advised that the auctioneer may determine otherwise in its sole and absolute discretion, and the auctioneer’s decision shall be final. Acker offers complimentary absentee, telephone, online and mobile app bidding solely as a convenience to its clients. In no event shall Acker or its affiliates or auctioneer (or any of their respective officers, directors, shareholders, members, employees, attorneys, representatives, agents or assigns) be liable for any errors, omissions or failures relating to, arising from or in connection with the execution (or failure to properly execute) any absentee, telephone, online or mobile app bids.

4. AT AUCTION.

(a) Catalogues.

Bidder is advised to read the print or a PDF copy of the catalogue in its entirety. While Acker has attempted to describe each Lot in the catalogue accurately, in no event shall Acker be liable for any error or omission in any such description. Acker retains the absolute right to amend any description in any manner prior to and during the auction. Classifications in the text are for identification purposes only and are based on standard sources. Each statement regarding Property, whether oral or written, and whether made in the catalogue, an advertisement, bill of sale, invoice, addendum, notice, announcement, email, or other written or oral communication, is a statement of OPINION ONLY and should not be relied upon by any Bidder. Bidder must make appropriate allowances for natural variations of ullages, and conditions of cases, bottles, labels, caps, corks, capsules, and wine and spirits. In no event shall Acker be required to accept a return, offer credit for, or adjust the price of any Property after delivery except under the terms stated in Section 5(e) below. Images appearing in the catalogue or elsewhere are for illustrative and informational purposes only and may not reveal defects or imperfections in any Lot. Bidder is advised not to rely on images in determining whether to bid on Property and is further advised to personally inspect any Property in which Bidder is interested in bidding prior to placing any bids. ALL PROPERTY IS SOLD “AS IS”.

(b) No Representations, Warranties or Guarantees.

ACKER AND ITS AFFILIATES, AUCTIONEER AND SELLER (AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, ATTORNEYS, REPRESENTATIVES, AGENTS AND ASSIGNS) MAKE NO ORAL OR WRITTEN EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR GUARANTEES AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, ACCURACY, THE CORRECTNESS OF ANY CATALOGUE DESCRIPTION OR OTHER DESCRIPTION AS TO THE ORIGIN, PHYSICAL CONDITION, SIZE, QUALITY, RARITY, AUTHENTICITY, ATTRIBUTION, VALUE, ESTIMATED VALUE, IMPORTANCE, MEDIUM, PROVENANCE, EXHIBITION HISTORY, POTABILITY, LITERATURE, HISTORICAL RELEVANCE OR BIBLIOGRAPHIC REFERENCES CONCERNING ANY PROPERTY.

(c) Reserve Price.

Each Lot is sold subject to a reserve price, which is the minimum price below which the Lot will not be sold (unless the auctioneer choses, in its sole and absolute discretion, to accept a lower price and Acker pays the Seller as if the Lot had sold at the reserve price). While Acker has the right to raise or lower the reserve price at any time prior to the time the Lot is opened for bidding by the auctioneer during the live auction, under no circumstance shall the reserve price for a Lot exceed the low estimate for that Lot as printed in the catalogue or as amended by any oral or posted notice. The reserve price for each Lot is available to prospective Bidders upon request, but Acker shall have no ongoing obligation to notify a prospective Bidder who has been informed of any reserve price if such reserve price has thereafter been changed.

d) Symbol Identifying Interest in Certain Lots.

If Acker or its affiliates has a financial interest in any Lot, including a full or partial ownership interest or the provision to the Seller of a minimum price guarantee, such Lot will be identified in the catalogue by the symbol *. Any such financial interest may be held by Acker or its affiliates or jointly by Acker or its affiliates and a third party. Acker or its affiliates and any third party holding a financial interest in a Lot jointly with Acker and/or its affiliates benefit financially if such a Lot is sold at or above a particular price and may incur a loss if it is not.

Notwithstanding the foregoing, Bidder shall be deemed to have waived any further claim against Acker and its affiliates as to the failure to provide disclosures beyond those statutorily required to the maximum extent permitted by applicable law.

(e) Estimates.

Each Lot in the catalogue is accompanied by a low and high estimate of the selling price, which estimates exclude the Buyer’s Premium (as defined below), taxes and any other applicable charges. While estimates are intended as a general guide for prospective Bidders, in no event do they constitute either a representation or prediction of an actual selling price or value and should not be relied upon by Bidder as such. Acker reserves the right to revise estimates at any time prior to the time the Lot is opened for bidding.

(f) Bidding

(g) Parcel Lots.

In the event that the catalogue lists a sequence of Lots carrying the same estimates and consisting of the same type of wine or spirits, quantity and bottle size (each a “Parcel”), Buyer of the first Lot in such Parcel may, in the sole and absolute discretion of the auctioneer, be granted the option to buy any or all additional Lots in the Parcel for the same hammer price if there is no higher absentee bid on any subsequent Lot within the Parcel. If the option is not exercised on all such Lots, the auctioneer will open bidding on the next unsold Lot and may elect to offer the Buyer of that Lot the option to take any or all of the remaining Lots in the Parcel. Bidding shall continue in the same manner until all Lots in the Parcel have been offered and declared sold or unsold by the auctioneer.

(h) Auctioneer’s Discretion.

Acker and/or the auctioneer shall have the sole and absolute discretion to:

(i) Extension of Internet Bidding Window.

For any Internet auctions, if a bid is placed on a Lot within ten (10) minutes of the scheduled close time, the auction for that Lot shall be extended for until the next ten (10) minutes after the scheduled close. Bidding shall be extended in ten (10) minute increments after each subsequent bid is then placed following the close of the auction. In the event the auction is extended, no contract shall be formed until the bidding is concluded.

(j) Buyer’s Premium.

The total amount due from the Buyer for each Lot shall be the hammer price plus a commission equal to twenty-five percent (25%) of the hammer price (“Buyer’s Premium”), in addition to any applicable taxes. Regarding any charitable auctions including the auctions to benefit WCK, Bidders are advised to consult with their own tax advisors to determine the application of the tax law to their own specific circumstances and whether a charitable contribution deduction is available for any purchase. Please note that all WCK Lots are donated in full by the consignors. Bidders are advised to discuss their particular tax circumstances with their independent tax advisor, including residency eligibility under applicable laws, to determine if a charitable deduction for any purchase is available in any jurisdiction outside the United States.

(k) Discounted Buyer’s Premium.

Acker provides discounts on the buyer’s premium to Bidders who transact with Acker or its affiliates over certain dollar thresholds. Acker’s discount policy shall be disclosed to any Bidder who requests it. Acker may deny such discounts for any particular auction on prior notice to the Bidders eligible for this discount before such auction takes place. Buyers will not be eligible for any Buyer’s Premium discounts with regard to WCK auctions.

(l) Post-Auction Sale of Property.

Any post-auction sale of Property offered at auction and sold in a private treaty sale shall incorporate and be subject to these Conditions of Sale as if sold at the live auction.

5. AFTER AUCTION.

(a) Payment.

b. Title and Taxes.

c. Collection and Delivery of Property.

TO THE FULLEST EXTENT PERMITTED BY LAW, BUYER IS RESPONSIBLE FOR OBTAINING ADEQUATE INSURANCE COVERAGE FOR ALL PURCHASED PROPERTY.

Additionally, in no event will Acker be liable for special, consequential, or exemplary damages in relation to auction Property, and Acker’s liability will not exceed the purchase price of the Property.

Title to purchased Property shall not pass, nor shall possession of such Property be transferred to Buyer, until payment in full has been received by Acker in good and cleared funds. Upon Acker’s receipt of payment in full in good and cleared funds, purchased Property will be released to Buyer and available for pickup by Buyer at Acker’s designated location. Acker does not ship alcoholic beverages within the United States except to California or New York, pursuant to the terms in this Section. Any shipping or delivery arrangements required after the release of purchased property to Buyer shall be the sole responsibility of Buyer and at Buyer’s sole cost. Acker cannot release purchased Property to a carrier for delivery outside of the designated delivery state once released to Buyer, with the exception of release to a licensed freight forwarder for delivery to a destination outside the United States, or (for live and internet auctions only) or delivery to New York or California, subject to the exceptions below.

Upon Acker’s receipt of payment in full in good and cleared funds, purchased Property will be released. Within five (5) days from the date title passes and the Property is made available, the Buyer must (i) arrange to pick up the Property from Acker in person; (ii) arrange for the delivery of the wine to a carrier with all necessary permits and licenses for shipment to a destination outside the United States of America; or (iii) (for internet auctions of wines only), arrange for delivery of the Property to the Buyer in California, where AMC is licensed, and Buyer must pay the applicable sales and/or excise taxes. If the Buyer does not select one of the three options above, the Buyer will be deemed to have consented to the transfer of the Property to Acker Storage and the Property will be transferred, in the Buyer’s name, to Acker Storage and Buyer will be responsible to pay any and all of Acker Storage’s fees and service charges and the Property will be subject to the terms of Acker Storage’s storage agreement that can be located at https://www.ackerstorage.com/static-content/StorageAgreement.pdf. Neither Acker Auction DE nor AMC can deliver Property except within the state which issued the license pursuant to which the auction was held or to the State of Delaware where the Property is stored. Arrangement to pick up the Property from Acker Storage can be made by calling (302) 525-8601. ACKER DOES NOT SHIP, TRANSPORT OR DELIVER ALCOHOLIC BEVERAGES AND SHALL HAVE NO OBLIGATION TO SHIP, TRANSPORT OR DELIVER PURCHASED PROPERTY TO BUYER. UNDER THE APPROPRIATE CIRCUMSTANCES, ACKER MAY, IN ITS SOLE AND ABSOLUTE DISCRETION, AGREE TO DELIVER PROPERTY TO A CARRIER WITH THE NECESSARY LICENSES AND PERMITS TO SHIP ALCOHOLIC BEVERAGES OUTSIDE THE UNITED STATES, OR TO THE STATE THAT ISSUED THE LICENSE

PURSUANT TO WHICH THE AUCTION WAS CONDUCTED (DELAWARE OR CALIFORNIA). ACKER WILL COLLECT APPLICABLE SALE TAX FOR DELIVERIES INTO THE STATE WHICH ISSUED THE LICENSE PURSUANT TO WHICH THE AUCTION WAS CONDUCTED. (AT THIS TIME DELAWARE DOES NOT IMPOSE A SALES TAX). DELIVERY TO A COMMON CARRIER OR FREIGHT FORWARDER FOR SHIPMENT OUTSIDE THE UNITED STATES SHALL ONLY BE MADE ON THE CONDITION THE BUYER ASSUMES THE RESPONSIBILITY TO COMPLY WITH THE LAWS OF ALL GOVERNMENTAL ENTITIES WITH JURISDICTIONS OVER THE TRANSACTION AND TO PAY ANY AND ALL TAXES, FEES, EXPENSES, FINES, INTEREST, ATTORNEYS’ FEES, TARIFFS, LEVIES AND OTHER TAXES, COSTS AND EXPENSES RELATED TO THE TRANSACTION AND INDEMNIFIES AND HOLDS HARMLESS ACKER AND ITS AFFILIATES FROM ALL OF THE FOREGOING INCLUDING ITS ATTORNEYS’ FEES AND COSTS. After the Property has been delivered to Buyer, in Acker’s Delaware facility, Buyer may make arrangements to leave the Property in storage in the state or to have the Property delivered elsewhere, Buyer assumes sole and exclusive responsibility for any required shipping, transportation or delivery arrangements of the purchased Property from the State of Delaware to Buyer’s desired destination and shall be solely responsible for any and all state and local sales or use taxes and/or other duties, taxes, tariffs or fees due or assessed by the jurisdiction and any interest or penalties related thereto. If purchased Property is not picked up by Buyer in-person within five (5) days after payment in full has been received by Acker Auction DE or AMC in good and cleared funds or if, prior to the expiration of such five (5) day period Buyer notifies Acker in writing (email to suffice) that shipping, transportation or other delivery thereof outside the United States or to California or Delaware is required, Acker will automatically transfer custody of such Property to Acker Storage located at 1800 Ogletown Road, Suite E, Newark, DE 19711 (info@ackerwines.com.), which storage facility shall act as agent for Buyer in providing on-site storage of such Property until pick-up, shipping, transportation or delivery arrangements have been made outside the State of Delaware. The list of storage fees applicable can be found at https://www.ackerstorage.com/static-content/StorageAgreement.pdf.

Buyer agrees to pay all storage fees and other applicable charges imposed by Acker Storage and understands that Acker Storage has and may enforce a lien (including without limitation a lien under section 6 Del. C. 7-709(a)) on any Property transferred to it to be stored. Once physical custody of Property has been transferred to Acker Storage, Buyer may pick up such Property in person from Acker Storage, leave the Property in storage in Delaware or make independent shipping, transportation, or delivery arrangements for the Property to be delivered outside of the State of Delaware. To arrange in-person pick up from Acker Storage or for a full list of services offered by Acker Storage, please visit info@ackerwines.com. or call (302) 731-1483 during regular business hours. Please read Acker Storage’s terms and conditions carefully as they contain limitations as to Acker Storage’s liability for loss or damage to Property and as to the services Acker Storage is prepared to provide.

ONCE CUSTODY OF ANY PURCHASED PROPERTY HAS BEEN TRANSFERRED TO ACKER STORAGE AS PROVIDED ABOVE, ACKER AUCTION DE AND ITS AFFILIATES, AUCTIONEERS, AND SELLER (AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, ATTORNEYS, REPRESENTATIVES, AGENTS AND ASSIGNS) SHALL HAVE NO LIABILITY OF ANY KIND TO BUYER OR ANY OTHER PARTY IN CONNECTION WITH ANY SUBSEQUENT DETERIORATION, DAMAGE, OR OTHER LOSS OF ANY KIND IN CONNECTION THEREWITH, NO MATTER HOW OCCASIONED, WHETHER RELATING TO, ARISING FROM, OR IN CONNECTION WITH THE STORAGE OF SUCH PROPERTY AT ACKER STORAGE, THE SHIPMENT, TRANSPORTATION OR DELIVERY THEREOF (INCLUDING, WITHOUT LIMITATION, WHILE SUCH PROPERTY IS IN TRANSIT), OR OTHERWISE. NOTE THAT THE LIABILITY OF ACKER STORAGE MAY BE LIMITED BY LAW OR BY THE TERMS OF ITS STORAGE AGREEMENT.

After title passes and the Property has been picked up by the Buyer or delivered to Acker Storage, any Buyer who arranges shipping, transportation, or delivery of purchased Property outside of the State of Delaware acknowledges that it is the owner and shipper of such Property. Neither Acker Auction DE, AMC, nor Acker Storage nor any of their affiliates make any representation as to the legal rights of any person or entity to ship, transport, deliver or import Property into any state, country, or jurisdiction. Buyer shall be solely and exclusively responsible for the shipping, transportation, and delivery of purchased Property, determining the legality of having such Property shipped, transported and/or delivered to the applicable destination, and compliance with any laws and the payment of all applicable taxes, duties, tariffs, and fees (including without limitation any interest or penalties) associated therewith.

(d) Importation and Exportation.

(e) Rescission.

(f) Default by Buyer.

(g) Bidder’s Indemnity.

By bidding at auction, each Bidder (including Buyer) agrees to indemnify, defend and hold Acker and its affiliates, auctioneer, and Seller (and each of their respective officers, directors, shareholders, members, employees, attorneys, representatives, agents and assigns) (each, an “Indemnitee”) harmless from and against any and all losses, damages, demands, claims, suits, judgments, costs, expenses, or other liability of any kind (including reasonable attorneys’ fees and expenses) relating to, arising from or in connection with: (i) Bidder’s actual, threatened or alleged breach of any representation, warranty, covenant or other provision contained within these Conditions of Sale; (ii) any act or omission on the part of Bidder (or Bidder’s agents, employees or representatives) adversely affecting Property; (iii) any inaccuracy of any document or instrument delivered by Bidder pursuant to or in connection with these Conditions of Sale; or (iv) Bidder’s violation of any applicable law, statute, rule or regulation. Bidder further agrees to advance each Indemnitee, upon demand, all costs, and expenses (including reasonable attorneys’ fees and expenses) as they are incurred by such Indemnitee in connection with any matter covered by the indemnification provisions of this Section 5(h). All of Bidder’s representations, warranties, and covenants herein, together with the indemnification provided for in this Section 5(g), shall survive completion of the transactions contemplated in these Conditions of Sale.

(h) Copyright.

Acker reserves copyright in all images, illustrations and written material produced by or on behalf of Acker, including, without limitation, the content of the catalogue (collectively, “Material”), and in no event may Buyer or any third party use any Material without Acker’s prior written consent. In no event do Acker or its affiliates or Seller make any representation or warranty that Buyer will acquire any copyright, reproduction right or any other intellectual property right in any Property.

6. GOVERNING LAW AND FORUM SELECTION.

(a) These Conditions of Sale, including the respective rights and obligations of the parties hereunder and the conduct of the auction for live Delaware sales (including any online bidding in the auction, to which these Conditions of Sale apply), shall be governed by the laws of the State of Delaware without regard to the conflicts of laws principles thereof. For New York Live Auctions and Internet Auctions for spirits in New York, the governing law shall be New York (including any online bidding or use of the mobile app). For Internet Auctions of wine (conducted by AMC), the governing law shall be California (including any online bidding or use of the mobile app). For the benefit of Acker, by bidding at auction (whether in person or through an agent, or through absentee, telephone, online, or mobile app bidding, or by other means), each Bidder (including Buyer) consents and agrees to the exclusive jurisdiction of the state courts of the State of Delaware located in New Castle County for Delaware Live Auctions, San Francisco, California in connection with Internet Auctions of wine or New York, New York in connection with New York Live Auctions and Internet Auctions of spirits in connection with any legal claim or action relating to, arising from, or in connection with these Conditions of Sale, including the respective rights and obligations of the parties hereunder and the conduct of the respective auction, and consents to personal jurisdiction in such respective courts. Each Bidder (including Buyer) waives, to the maximum extent permitted by law, any objection to the laying of venue in any such court and any claim that such court would be an inconvenient forum for any action covered by this Section 6. Each Bidder (including Buyer) agrees that Acker shall retain the right to bring legal proceedings in any court other than the state courts of the State of Delaware state courts located in New Castle County for Delaware or New York County, New York for New York, or San Francisco for California.

(b) To the extent required by applicable law, each Delaware auctioneer is licensed pursuant to 30 Del. C. 2301(a)(3). The New York auctions are conducted pursuant to N.Y. Alcoholic Beverage Control Law §99-g. California auctions are conducted pursuant to California Business & Professions Code §23355.1; Commercial Code §§1812.600- 1812.610 and §2328.

7. JURY TRIAL WAIVER.

EACH BIDDER (INCLUDING BUYER), SELLER AND ACKER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING FROM, RELATING TO, OR CONCERNING THESE CONDITIONS, INCLUDING THE RESPECTIVE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THE CONDUCT OF THE AUCTION.

EACH BIDDER (INCLUDING BUYER), SELLER AND ACKER AGREE THAT ANY LEGAL ACTION OR PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, UNLESS EACH PARTY SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE ACTION. THIS CLASS ACTION WAIVER IS NOT APPLICABLE TO THE EXTENT SUCH WAIVER IS PROHIBITED BY LAW.

8. LIMITATIONS OF LIABILITY.

ACKER AND ITS AFFILIATES, AUCTIONEERS, AND SELLERS (AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, ATTORNEYS, REPRESENTATIVES, AGENTS AND ASSIGNS) SHALL NOT BE LIABLE TO ANY BIDDER (INCLUDING BUYER) FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, DAMAGES FOR BUSINESS INTERRUPTION, USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; SERVER FAILURE OR DATA LOSS, CORRUPTED WALLET FILES, UNAUTHORIZED ACCESS TO APPLICATIONS, ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION INTERNET OR SYSTEMS OUTAGES, VIRUSES OR MALICIOUS CODES, HACKING OR OTHER ATTACKS) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF LOTS OR OTHERWISE RELATED TO THESE CONDITIONS OF SALE, INCLUDING THE CONDUCT OF THE AUCTION, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE), ARISING FROM, RELATING TO, OR CONCERNING THESE CONDITIONS OF SALE, INCLUDING THE RESPECTIVE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER OR THE CONDUCT OF THE AUCTION, NO MATTER HOW OCCASIONED, AND EACH BIDDER (INCLUDING BUYER) EXPRESSLY WAIVES ANY RIGHT TO RECOVER ANY SUCH DAMAGES TO THE MAXIMUM EXTENT PERMITTED BY LAW.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE MAXIMUM LIABILITY OF ACKER AND ITS AFFILIATES, AUCTIONEERS, AND SELLERS (AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, ATTORNEYS, REPRESENTATIVES, AGENTS AND ASSIGNS) SHALL BE THE AMOUNT PAID BY BUYER FOR ANY PROPERTY THAT IS SUBJECT TO RETURN AS PERMITTED HEREUNDER. ACKER AND ITS AFFILIATES, AUCTIONEERS, AND SELLER (AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, ATTORNEYS, REPRESENTATIVES, AGENTS AND ASSIGNS) SHALL HAVE NO OTHER LIABILITY OF ANY KIND OR NATURE UNDER THIS AGREEMENT, IN TORT OR OTHERWISE, WHETHER AT LAW OR IN EQUITY, WITH RESPECT TO THIS AGREEMENT OR THE OFFER, PURCHASE OR SALE OF ANY PROPERTY.

9. PERSONAL DATA AND INFORMATION.

Acker and its affiliates process each Bidder’s and Buyer’s personal data and/or information, as applicable, in accordance with its privacy policies available at: ackerwines.com/terms-conditions/#legal-privacy.

10. MISCELLANEOUS

These Conditions of Sale constitute the entire understanding and agreement between the parties with respect to the subject matter contained herein and supersede and cancels all previous agreements and commitments, whether oral or written, in connection with the matters described herein. No waiver or modification of these Conditions of Sale shall be binding unless in writing and assented to by both Bidder and an authorized representative of Acker. No failure to insist upon compliance with any term or condition of these Conditions of Sale, whether by conduct or otherwise, shall be construed to be a waiver of such term or condition. In the event any one or more provisions of these Conditions of Sale is determined to be invalid or unenforceable in any respect, the validity and enforceability of all remaining provisions hereof shall not in any way be affected or impaired. In the event of a conflict between these Conditions of Sale and any other document, terms, or policy published by Acker (including, without limitation, the Website and Mobile App Terms of Use), these Conditions of Sale shall control. No provision of these Conditions of Sale shall be construed to create a partnership or other joint venture or enterprise between or among any of Acker, Bidder and Seller. None of the terms and conditions set forth in these Conditions of Sale may be assigned by Bidder without Acker’s express written consent. Each of Acker’s affiliates and auctioneers (and each of their and Sellers’ respective officers, directors, shareholders, members, employees, attorneys, representatives, agents, and assigns) shall be an express third-party beneficiary of the protections, rights and authority bestowed upon such entity or person by and throughout these Conditions of Sale.

These Conditions of Sale shall be binding upon Bidder’s heirs, executors, beneficiaries, successors, and assigns. Section headings herein are for purposes of convenient reference only and will not affect the meaning or interpretation of any provision of these Conditions of Sale. These Conditions of Sale shall be construed as if jointly drafted and without regard to any presumption or other rule requiring construction against any party on account of its participation in the drafting hereof. Bidder acknowledges that it has read these Conditions of Sale in their entirety, understands that these Conditions of Sale constitute an important legal document, has had the opportunity to consult with legal counsel of its own choosing prior to bidding at auction, agrees to be bound by all of the terms and conditions set forth herein, and that Acker has not provided any legal advice to Bidder in connection with these Conditions of Sale or the subject matter thereof.

11. LICENSE NUMBER

To the extent required by applicable law, each auctioneer is licensed pursuant to 30 Del. C. 2301(a)(3). The license number assigned to Acker by the Delaware Alcoholic Beverage Control Commissioner is 15350. For New York auctions, Acker Auction, Inc.’s New York Auction License No. is 1413658. For California auctions, AMC’s license number is 604246.

ASIA AUCTION CONDITIONS OF SALE

Revised December 29, 2023

1. BUYER’S AGREEMENT.

By bidding at auction, the bidder at auction (“Bidder”) agrees that these Buyer’s Conditions of Sale (“Conditions of Sale”), together with the Collection and Shipment of Wines, Bottle Description and Absentee Bids, all published by Acker, Merrall & Condit (Asia) Limited (“AMC”), and all incorporated into the Conditions of Sale, constitute Bidder’s entire agreement (the “Agreement”) with AMC and the seller (“Seller”) with respect to the property (“Property”) listed in this catalogue. AMC may amend the Agreement from time to time and at any time before, during and after any auction through posted notices, addenda, or errata or through oral salesroom announcements during the sale. By bidding at auction, Bidder agrees to be bound by all terms and conditions of the Agreement.

2. ACKER AS AGENT.

Except as otherwise stated in the Agreement, AMC acts strictly as agent for the Seller. The Agreement for the sale of all Property is therefore between Seller and the highest Bidder accepted by the auctioneer (“Buyer”). Property is divided into separate groupings as solely determined by AMC and each such grouping (a “Lot”) is subject to a separate bid at auction.

3. BEFORE AUCTION.

a) Inspection

Prior to auction, Bidder is expressly advised to physically inspect any Property for which Bidder is interested in bidding and to rely solely on such inspection, as opposed to descriptions of the Property in the catalogue or elsewhere. While AMCA attempts to describe all Property with accuracy, AMCA shall in no event be liable for any oral or written description of Property, or for any errors or omissions relating thereto. ALL PROPERTY IS SOLD “AS IS”.

AMC may seek views of outside experts either before or after the sale on certain Property, which may be marked to indicate that the expert has inspected Property. The auction venue has not selected or inspected any Property to be sold at this auction and disclaims any and all responsibility therefor.

b) No Guarantee.

In no event whatsoever do Seller or AMC or any of their respective officers, employees or agents make any oral or written express of implied representations, warranties or guarantees as to the merchantability, fitness for a particular use, the correctness of any catalogue description or other description as to the origin, physical condition, quality, rarity, authenticity, attribution, value, estimated value, importance, provenance, exhibition history, potability, historical relevance or bibliographic references concerning any Property.

c) Bidder Registration.

To bid at this auction, Bidder must complete and sign a registration form and provide information and proof of age. AMC may also require Bidder to produce bank or other financial references. AMC retains the absolute right to refuse any prospective Bidder admission to, or participation in, any auction.

d) Importation.

Buyer is expressly advised to read the Collection and Shipment of Wines form, which is part of this Agreement. Various jurisdictions prohibit the importation, or limit the quantity, of alcoholic beverages that may be brought or shipped into such jurisdiction. In addition, various jurisdictions may require Buyer, Seller, or shipper to possess certain licenses or permits. Moreover, local laws may prohibit the importation and/ or the resale of wine. It shall be Buyer’s sole responsibility to determine if such prohibitions, restrictions, or limitations are applicable to Buyer and to determine before bidding at auction whether, and in what manner, alcoholic beverages can legally be brought into any jurisdiction. The prohibition or denial of, or delay in obtaining, any such permit or license shall neither justify the rescission of any sale nor any delay in making full payment for the purchase.

AMC makes no representation or warranty as to the legal right of any party to ship or import alcoholic beverages to, from, or into any jurisdiction. Further, AMC assumes no obligation and bears no responsibility whatsoever for applying for or obtaining any such permits or licenses.

e) Exportation.

Property sold at auction may be subject to laws governing exportation from Hong Kong. It shall be Buyer’s sole responsibility to determine – before bidding at auction – whether an export permit or license is required for Buyer’s purchase and to obtain any such required permit or license. The denial of, or delay in obtaining, any such permit or license shall neither justify the rescission of any sale nor any delay in making full payment for the purchase.

AMC makes no representation or warranty as to the legal right of any party to ship or export alcoholic beverages to or from any jurisdiction. Further, AMC assumes no obligation and bears no responsibility whatsoever for applying for or obtaining any such permits or licenses.

f) Absentee Bidding.

Bidders are expressly advised to read the Absentee Bids form, which is incorporated hereto as part of this Agreement. As a courtesy to Bidders who are not present at the auction in person and are not attending the auction through an agent or by telephone, AMCA will enter written absentee bids which are delivered to AMCA prior to the auction. Such absentee bid may be delivered to AMCA through the Internet. Absentee bids must be placed in the currency of the place of sale. The entry of written bids is a free service offered strictly as an accommodation to Bidders and is undertaken by AMCA subject to its obligations at the time of auction. For the avoidance of doubt, AMCA shall not be liable for any errors or omissions in executing such written bids or for any failure to execute any such bids.

g) Telephone Bidding.

Prior to the day of auction, Bidders may make arrangements with AMC to bid at auction by telephone. Telephone bidding is offered as a courtesy to Bidders who cannot be present at the auction in person, by agent, or by written absentee bid. The entry of telephone bids is a free service offered strictly as an accommodation to Bidders and is undertaken by AMC subject to its obligations at the time of auction. Accordingly, AMC is in no event liable for any errors or omissions in executing such telephone bids or for any failure to execute any such bids.

4. AT AUCTION.

(a) Catalogues.

Bidders are expressly advised to read the Bottle Description form, which is part of this Agreement. While AMC has attempted to describe each Lot in this catalogue accurately, in no event shall AMC be liable for any description or error or omission in such description. AMC retains the absolute right to amend at any time prior to and during the auction and in any manner any description of any Lot. Classifications in the text are for identification purposes only and are based on standard sources. Each statement contained in this catalogue and each other statement, whether oral or written, and whether made in an advertisement, bill of sale, addendum, notice, announcement or other written or oral communication, is a statement of opinion ONLY and shall not be relied upon by any Bidder. Bidders must make appropriate allowances for natural variations of ullages, conditions of cases, labels, corks, and wine. In no event shall AMC accept a return, offer credit for, or adjust the price of any Property after delivery except under the terms stated in Section 5 (d) below. Images appearing in this catalogue or elsewhere are for illustrative and informational purposes only and may not reveal defects or imperfections in any Lot. Bidders are urged not to rely on catalogue images in determining whether to bid on Property and are strongly encouraged both to review the relevant AMC auction catalogue entry and to personally inspect any Property prior to placing bids.

b) Reserve Price.

Each Lot is sold subject to a reserve price, which is the minimum price below which the Lot will not be sold. While AMC has the right to raise or lower the reserve price at any time prior to the time the Lot is opened for bidding, under no circumstance shall the reserve price for a Lot exceed the low estimate for that Lot as printed in the catalogue or as amended by oral or posted notices.

c) Estimates.

Each Lot in the catalogue is accompanied by a low and high estimate of the selling price, excluding the Buyer’s premium and any taxes. Where possible, estimates are based on past sales of comparable property, and, while they are intended as a general guide for prospective Bidders, in no event do they constitute either a representation or a prediction of an actual selling price and should not be relied upon as such. AMC determines estimates in advance of the sale and reserves the right to revise estimates to reflect current market conditions.

d) Bidding. Warranties.

By bidding at auction, whether in person, through absentee bidding, telephone bidding, Internet bidding or otherwise, Bidders represent and warrant that

e) Parcel Lots.

In the event the catalogue lists a sequence of Lots carrying the same estimates and consisting of the same type of wine, quantity, and bottle size (a “Parcel”), Buyer of the first Lot in such Parcel may, in the discretion of the auctioneer, be granted the option to buy any or all additional Lots in the Parcel for the same hammer price if there are no higher absentee bids on any subsequent Lot within the Parcel. If the option is not exercised on all such Lots, the auctioneer will open bidding on the next unsold Lot and may elect to offer the Buyer of that Lot the option to take any or all of the remaining Lots in the Parcel. Bidding shall continue in the same manner until all Lots in the Parcel have been offered and declared sold or unsold by the auctioneer.

AMC and/or auctioneer has the sole and absolute discretion to: (i) withdraw any Lot; (ii) divide any Lot; (iii) combine any two or more Lots; (iv) refuse any bid; (v) advance the bidding, including changing the increments, in such a manner as AMC and/or auctioneer may set fit; and (vi) in the event of error or dispute, in order to determine the successful bidder, to continue the bidding, cancel the sale, or reoffer and resell the disputed Lot. Wherever AMC and/or auctioneer exercises its discretion, its decision is final, binding, and conclusive in all respects.

g) Property in which AMC has an Economic Interest.

Lots in which AMC or any of its associates has an economic interest will be so designated by a * symbol in the header of the first page here such Lots appear, or next to the first lot for the applicable consignment where there is no header.

h) Buyer’s Premium.

A Buyer’s premium of twenty-five percent (25%) shall be added to the hammer price.

i) Meaning of associates.

“Associate” shall mean, with respect to any specific entity, any other entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or under common control with, the specific entity. For the purpose of this definition, the term “control,” when used in respect of any entity, shall mean the power and authority to manage such entity, whatever directly or indirectly, through the holding of shares with a voting right, through a contract or otherwise.

5. AFTER AUCTION.

(a) Payment.

b) Release of Purchased Property.

Once payment in full of the final purchase price has been received by AMC, and subject to Buyer’s compliance with the other terms and conditions of the Agreement, the purchased Lots will be released to Buyer. Any Lot not collected by Buyer within thirty (30) days following the auction will be removed to storage by AMC and the costs of packaging, handling, removing, insuring, and storing that are incurred by AMC in connection therewith shall be assessed as set forth in the Collection and Shipment of Wines form. Any such Lot will be released from storage only after payment is made in full of the aforesaid costs at the applicable rates then in effect.

c) Packing and Shipping.

Buyer is expressly advised to read the Collection and Shipment of Wines form.

By AMC. Subject to the terms of the Collection and Shipment of Wines form, all packaging, handling, transporting, insuring, and delivering of purchased Property are the sole responsibility of Buyer and occur at the sole risk and expense of Buyer, whether or not Buyer engages AMC for such purpose. Buyer shall pay AMC in advance for all expenses incurred by AMC in engaging such services unless AMC chooses in its sole discretion to bill Buyer after such services are performed.

By Third Parties. AMC, on behalf of Buyer, will follow Buyer’s instructions in arranging the delivery of the purchased Property by a carrier selected by Buyer; provided, however, that AMC shall not be responsible for any acts or omissions of any carrier or shipper, including, without limitation, any packing, handling, transporting, insuring, or delivering of any Property and any storage or shipment of Property under inappropriate conditions.

If Buyer wishes for the purchased Property to be shipped to the United States, Buyer may make third-party arrangements for such shipping at the sole risk and expense of Buyer as described above. If Buyer wishes for assistance in arranging such shipping, such arrangements may be coordinated through a third party by Acker Storage, LLC, a Delaware, United States, limited liability company (“Acker Storage”) provided Buyer becomes a client of Acker Storage, to which Buyer shall be subject to all fees and terms as per the storage service agreement to which Buyer will be bound located at https://www.ackerstorage.com/static-content/StorageAgreement.pdf. The same terms shall apply as stated above in this section regarding Buyer’s responsibility after passage of title.

d) Rescission.

AMC’s Limited Guarantee. If, within ninety (90) days after the auction, Buyer of a Lot notifies AMC in writing that such Lot is short or is in unsound condition (e.g., cooked and spoiled), or that any statement made in AMC’s offering materials concerning such Lot is materially incorrect, AMC shall be the sole arbiter, by way of inspection or by such other reasonable means as it sees fit, of the validity of such claim between Buyer and Seller and shall make a final decision binding on Buyer and Seller based on its determination of the validity of such claim. No claim made by Buyer under the preceding sentence shall be addressed by AMC unless all Property in question (i) has the AMC auction sale date reference sticker on its bottle, (ii) is in the same condition in which it was delivered to Buyer, and (iii) has been shipped to and from Buyer and stored under appropriate conditions.

Having decided any such claim, AMC may, in good faith, direct that the sale either stand or be rescinded and that the final purchase price be refunded either in whole or in part. By bidding at auction, Bidder agrees for itself and its successors and assigns that (i) it hereby waives any right to make any claim or bring any legal action against AMC resulting from any determination made or failed to be made by AMC under this Paragraph 5 (d), and (ii) in the event that Buyer fails to provide timely and proper notice to AMC under this provision, Buyer shall be deemed to have waived the right to rescission as herein provided. In the event AMC suspects the Property of a fraudulent activity or is a forgery, AMC may cancel any sale of such Property and hold such Property if it is in the possession of any Acker entity, including Acker Storage LLC. In the event the sale is cancelled after Buyer has made payment to Acker, Acker shall return such funds to Buyer.

Rescission available solely to Buyer. The remedy of rescission, if AMC elects to rescind under the circumstances, is available solely to Buyer of Property, who must have remained the sole owner thereof with no transfer of any interest therein to any third party.

Buyer’s Sole Remedy. The refund to Buyer of the purchase price for Property shall be Buyer’s sole remedy for any matter relating to the condition of Property, and such remedy shall be available only if Buyer received such Property from AMC. In no event shall AMC be liable for any indirect, special, punitive, consequential, loss of profit or other damages, including, without limitation, attorneys’ fees and expenses, no matter how arising, and AMC’s maximum liability shall be the amount paid by Buyer (exclusive of all taxes) for any Property that is subject to return as permitted hereby. Seller shall have no other liability of any nature or kind under this Agreement, in tort or otherwise, whether at law or in equity, with respect to this Agreement or the offer, purchase and sale of any wine comprising the purchase and sale of Property.

Different Importers. Although AMC makes an effort to state in the catalogue if a Lot includes wines from different importers, failure to so state is not grounds for rescission of the sale of any Lot. Similarly, any incorrect statement or omission in the catalogue concerning bottles and/ or sequence numbers of Property from those producers that number their bottles comprising Property, is not grounds for rescission of the sale of any Lot.

e) Default by Buyer.

If Buyer fails to make payment in accordance with the Conditions of Sale within thirty (30) days following the auction, AMC may, in its absolute discretion:

AMC may, in its discretion, exercise any one or more of the preceding remedies or any combination thereof.

f) Buyer’s Indemnity.

Buyer shall indemnify, defend, and hold AMC and its officers, directors, employees, and agents, harmless from any loss, expense (including attorneys’ fees and expenses, which shall be paid in advance), liability, costs, or damages incurred by reason of (i) any breach or alleged breach of any warranty herein or breach of this Agreement by Buyer, (ii) any inaccuracy of any certificate, document, or instrument delivered by Buyer pursuant to or in connection with this Agreement, and (iii) any act or omission of Buyer, its agents, or employees, adversely affecting Property. Buyer’s representations, warranties, and indemnification survive completion of the transactions contemplated in this Agreement.

g) Copyright.

AMCA and its associates reserves copyright in all images, illustrations and written material produced by or on behalf of AMC, including, without limitation, the content of this catalogue (collectively, “Material”), and in no event may Buyer or any third-party use any of Material without AMC’s prior written consent. In no event do either AMC or Seller make any representation or warranty that Buyer will acquire any copyright, reproduction right or any other intellectual property right in any Property.

6. GENERAL TERMS.

a) Headings. The section headings in this Conditions of Sale are for convenience of reference only and shall not be considered as substantive parts of this Agreement.

b) Entire Agreement. This Agreement (including all instruments incorporated by reference) constitutes the entire agreement between AMC and Buyer pertaining to the subject matter hereof and supersedes any and all prior discussions and agreements between them. This Agreement may not be amended, nor shall any waiver, change, modification, consent, or discharge of any part of this Agreement be granted, except by an instrument in writing executed by both AMC and Buyer. Any failure by AMC to enforce any provision of this Agreement shall not operate as a waiver of such provision.

c) No Joint Venture. No provision of this Agreement shall be construed to create any agency, partnership, or other joint enterprise between AMC and Buyer.

d) Dispute Resolution. Any and all disputes or controversies arising under or relating to the interpretation or application of the terms of this Agreement or any extension or modification thereof, or the asserted breach thereof by any party, shall be resolved through final and binding arbitration in Hong Kong under the Hong Kong International Arbitration Centre Administered Arbitration Rules in force when the notice of arbitration is submitted in accordance with such rules. There shall be one arbitrator, and the arbitration proceedings shall be conducted in English. Any arbitrator so appointed shall be empowered to, in addition to awarding actual money damages (but not punitive damages) against the party found to have violated this Agreement, grant in his award, injunctive or other types of equitable relief, to enforce specific performance of this Agreement, and to prevent any continuing or further violation of its terms. Judgment upon the award rendered in such arbitration may be entered in any court having jurisdiction there. The cost of such arbitration shall be borne equally by the parties, except that each party shall be responsible for its own attorneys’ fees.

7. LANGUAGE.

In case of any conflict between the English and Chinese versions of this document, the English version shall prevail.

SINGAPORE AUCTION CONDITIONS OF SALE

Revised December 29, 2023

1. BUYER’S AGREEMENT.

By bidding at auction, the bidder at auction (“Bidder”) agrees that these Buyer’s Conditions of Sale (“Conditions of Sale”), together with the Collection and Shipment of Wines, Bottle Description and Absentee Bids, all published by Acker Merrall & Condit (Singapore) Pte. Limited (“AMCS”), and all incorporated into the Conditions of Sale, constitute Bidder’s entire agreement (the “Agreement”) with AMCS and the seller (“Seller”) with respect to the property (“Property”) listed in this catalogue. AMCS may amend unilaterally the Agreement from time to time and at any time before, during and after any auction through posted notices, addenda, or errata or through oral salesroom announcements during the sale. By bidding at auction, Bidder agrees to be bound by all terms and conditions of the Agreement as may be in force from time to time.

2. ACKER SINGAPORE AS AGENT.

Except as otherwise stated in the Agreement, AMCS acts strictly as agent for the Seller. The Agreement for the sale of all Property is therefore between Seller and the highest Bidder accepted by the auctioneer (“Buyer”). Property is divided into separate groupings as solely determined by AMCS and each such grouping (a “Lot”) is subject to a separate bid at auction.

3. BEFORE AUCTION.

a) Inspection

Prior to auction, Bidder is expressly advised to physically inspect any Property for which Bidder is interested in bidding and to rely solely on such inspection, as opposed to descriptions of the Property in the catalogue or elsewhere. While AMCS attempts to describe all Property with accuracy, AMCS shall in no event be liable for any oral or written description of Property, or for any errors or omissions relating thereto. ALL PROPERTY IS SOLD “AS IS”.

AMCS may, but shall not be obliged to, seek views of outside experts either before or after the sale of certain Property.

The auction venue has not selected or inspected any Property to be sold at this auction and disclaims any and all responsibility therefor.

b) No Guarantee.

In no event whatsoever do Seller or AMCS or any of their respective officers, employees or agents make any oral or written express of implied representations, warranties or guarantees as to the merchantability, fitness for a particular use, the correctness of any catalogue description or other description as to the origin, physical condition, quality, rarity, authenticity, attribution, value, estimated value, importance, provenance, exhibition history, potability, historical relevance or bibliographic references concerning any Property.

c) Bidder Registration.

To bid at this auction, Bidder must complete and sign a registration form and provide any information requested therein as well as the Bidder’s proof of age. AMCS may also require that Bidder to produce bank or other financial references confirming the availability of the Bidder’s funds. AMCS retains the absolute right to refuse any prospective Bidder admission to, or participation in, any auction. Upon request, Bidder will provide government identification.

d) Importation.

Buyer is expressly advised to read the Collection and Shipment of Wines form, which is incorporated hereto as part of this Agreement. Various jurisdictions may prohibit the importation, or limit the quantity, of alcoholic beverages that may be brought or shipped into such jurisdiction. In addition, various jurisdictions may require Buyer, Seller, or shipper to possess certain licenses or permits. Moreover, local laws may prohibit the importation and/ or the resale of wine. It shall be the Buyer’s sole responsibility to determine if such prohibitions, restrictions, or limitations are applicable to Buyer and to determine before bidding at auction whether, and in what manner, alcoholic beverages can legally be brought into any jurisdiction. The prohibition or denial of, or delay in obtaining, any such permit or license shall neither justify the rescission of any sale nor any delay in making full payment for the purchase. AMCS makes no representation or warranty as to the legal right of any party to ship or import alcoholic beverages to, from, or into any jurisdiction. Further, AMCS assumes no obligation and bears no responsibility whatsoever with respect to any application for or obtaining any such permits or licenses.

e) Exportation.

Property sold at auction may be subject to laws governing exportation from Singapore. It shall be Buyer’s sole responsibility to determine – before bidding at auction – whether an export permit or license is required for Buyer’s purchase and to obtain any such required permit or license. The denial of, or delay in obtaining, any such permit or license shall neither justify the rescission of any sale nor any delay in making full payment for the purchase.

AMCS makes no representation or warranty as to the legal right of any party to ship or export alcoholic beverages to or from any jurisdiction. Further, AMCS assumes no obligation and bears no responsibility whatsoever for applying for or obtaining any such permits or licenses.

f) Absentee Bidding.

Bidders are expressly advised to read the Absentee Bids form, which is incorporated hereto as part of this Agreement. As a courtesy to Bidders who are not present at the auction in person and are not attending the auction through an agent or by telephone, AMCS will enter written absentee bids which are delivered to AMCS prior to the auction. Such absentee bid may be delivered to AMCS through the Internet. Absentee bids must be placed in the currency of the place of sale. The entry of written bids is a free service offered strictly as an accommodation to Bidders and is undertaken by AMCS subject to its obligations at the time of auction. For the avoidance of doubt, AMCS shall not be liable for any errors or omissions in in executing such written bids or for any failure to execute any such bids.

g) Telephone Bidding.

Prior to the day of auction, Bidders may make arrangements with AMCS to bid at auction by telephone. Telephone bidding is offered as a courtesy to Bidders who cannot be present at the auction in person, by agent, or by written absentee bid. The entry of telephone bids is a free service offered strictly as an accommodation to Bidders and is undertaken by AMCS subject to its obligations at the time of auction. For the avoidance of doubt, AMCS shall not be liable for any errors or omissions in executing such telephone bids or for any failure to execute any such bids.

4. AT AUCTION.

(a) Catalogues.

Bidders are expressly advised to read the Bottle Description form, which is part of this Agreement. While AMCS has attempted to describe each Lot in this catalogue accurately, in no event shall AMCS be liable for any description or error or omission in such description. AMCS retains the absolute right to amend at any time prior to and during the auction and in any manner any description of any Lot. Classifications in the text are for identification purposes only and are based on standard sources. Each statement contained in this catalogue and each other statement, whether oral or written, and whether made in an advertisement, bill of sale, addendum, notice, announcement or other written or oral communication, is a statement of opinion ONLY and shall not be relied upon by any Bidder. Bidders must make appropriate allowances for natural variations of ullages, conditions of cases, labels, corks, and wine. In no event shall AMCS accept a return, offer credit for, or adjust the price of any Property after delivery except under the terms stated in Section 5 (d) below. Images appearing in this catalogue or elsewhere are for illustrative and informational purposes only and may not reveal defects or imperfections in any Lot. Bidders are urged not to rely on catalogue images in determining whether to bid on Property and are strongly encouraged both to review the relevant AMCS auction catalogue entry and to personally inspect any Property prior to placing bids.

b) Reserve Price.

Each Lot is sold subject to a reserve price, which is the minimum price which the Lot would be sold for. If the highest bid for the Lot is less than the reserve price, the Lot will not be sold. While AMCS has the right to raise or lower the reserve price at any time prior to the time the Lot is opened for bidding, under no circumstance shall the reserve price for a Lot exceed the low estimate for that

c) Estimates.

Each Lot in the catalogue is accompanied by a low and high estimate of the selling price, excluding the Buyer’s premium and any applicable taxes. Where possible, estimates are based on past sales of comparable property, and, while they are intended as a general guide for prospective Bidders, in no event do they constitute either a representation or a prediction of an actual selling price and should not be relied upon as such. AMCS determines estimates in advance of the sale and reserves the right to revise estimates to reflect current market conditions.

d) Bidding. Warranties.

By bidding at auction, whether in person, through absentee bidding, telephone bidding, Internet bidding or otherwise, Bidders represent and warrant that

e) Parcel Lots.

In the event the catalogue lists a sequence of Lots carrying the same estimates and consisting of the same type of wine, quantity, and bottle size (a “Parcel”), Buyer of the first Lot in such Parcel may, in the discretion of the auctioneer, be granted the option to buy any or all additional Lots in the Parcel for the same hammer price if there are no higher absentee bids on any subsequent Lot within the Parcel. If the option is not exercised on all such Lots, the auctioneer will open bidding on the next unsold Lot and may elect to offer the Buyer of that Lot the option to take any or all of the remaining Lots in the Parcel. Bidding shall continue in the same manner until all Lots in the Parcel have been offered and declared sold or unsold by the auctioneer.

f) Auctioneer’s Discretion.

AMCS and/or the auctioneer have the sole and absolute discretion to: (i) withdraw any Lot; (ii) divide any Lot; (iii) combine any two or more Lots; (iv) refuse any bid; (v) advance the bidding, including changing the increments, in such a manner as AMCS and/or the auctioneer may see fit; and (vi) in the event of error or dispute, in order to determine the successful bidder, to continue the bidding, cancel the sale, or reoffer and resell the disputed Lot. Wherever AMCS and/or auctioneer exercises its discretion, its decision is final, binding, and conclusive in all respects.

g) Property in which AMC has an Economic Interest.

Lots in which AMCS or any of its associates have an economic interest will be so designated by a * symbol in the header of the first page where such Lots appear, or next to the first lot for the applicable consignment where there is no header.

h) Buyer’s Premium.

A Buyer’s premium of twenty-five percent (25%) shall be added to the hammer price.

i) Meaning of Associates.

“Associate” shall mean, with respect to any specific entity, any other entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or under common control with, the specific entity. For the purpose of this definition, the term “control,” when used in respect of any entity, shall mean the power and authority to manage such entity, whatever directly or indirectly, through the holding of shares with a voting right, through a contract or otherwise.

5. AFTER AUCTION.

(a) Payment.

b) Release of Purchased Property.

Once payment in full of the final purchase price has been received by AMCS, and subject to Buyer’s compliance with the other terms and conditions of this Agreement as may be in force from time to time, the purchased Lots will be released to Buyer. Any Lot not collected by Buyer within thirty (30) days following the auction will be removed to storage by a third party and the costs of packaging, handling, removing, insuring, and storing that are incurred by AMCS in connection therewith shall be assessed as set forth in the Collection and Shipment of Wines form. Any such Lot will be released from the third party warehouse only after payment is made in full of the aforesaid costs at the applicable rates then in effect.

c) Packing and Shipping.

Buyer is expressly advised to read the Collection and Shipment of Wines form.

Subject to the terms of the Collection and Shipment of Wines form, all packaging, handling, transporting, insuring, and delivering of purchased Property are the sole responsibility of Buyer and occur at the sole risk and expense of Buyer, whether or not Buyer engages the thirdparty warehouse referred by AMCS for such purpose. Buyer shall pay AMCS in advance for all expenses which will be incurred by AMCS in engaging the third party for such services unless AMCS chooses in its sole discretion to bill Buyer for such services only after such services are performed by the third party.

AMCS, on behalf of Buyer, will follow Buyer’s instructions in arranging for the delivery of the purchased Property by a carrier selected by Buyer; provided, however, that AMCS shall not be responsible for any acts or omissions of any carrier or shipper, including, without limitation, any packing, handling, transporting, insuring, or delivering of any Property and any storage or shipment of Property under inappropriate conditions.

If Buyer wishes for the purchased Property to be shipped to the United States, Buyer may make third-party arrangements for such shipping at the sole risk and expense of Buyer as described above. If Buyer wishes for assistance in arranging such shipping, such arrangements may be coordinated through a third party by Acker Storage, LLC, a Delaware, United States, limited liability company (“Acker Storage”) provided Buyer becomes a client of Acker Storage, to which Buyer shall be subject to all fees and terms as per the storage service agreement to which Buyer will be bound located at https://www.ackerstorage.com/static-content/StorageAgreement.pdf. The same terms shall apply as stated above in this section regarding Buyer’s responsibility after passage of title.

d) Rescission.

AMC’s Limited Guarantee. If, within ninety (90) days after the auction, Buyer of a Lot notifies AMC in writing that such Lot is short or is in unsound condition (e.g., cooked and spoiled), or that any statement made in AMC’s offering materials concerning such Lot is materially incorrect, AMC shall be the sole arbiter, by way of inspection or by such other reasonable means as it sees fit, of the validity of such claim between Buyer and Seller and shall make a final decision binding on Buyer and Seller based on its determination of the validity of such claim. No claim made by Buyer under the preceding sentence shall be addressed by AMC unless all Property in question (i) has the AMC auction sale date reference sticker on its bottle, (ii) is in the same condition in which it was delivered to Buyer, and (iii) has been shipped to and from Buyer and stored under appropriate conditions.

Having decided any such claim, AMC may, in good faith, direct that the sale either stand or be rescinded and that the final purchase price be refunded either in whole or in part. By bidding at auction, Bidder agrees for itself and its successors and assigns that (i) it hereby waives any right to make any claim or bring any legal action against AMC resulting from any determination made or failed to be made by AMC under this Paragraph 5 (d), and (ii) in the event that Buyer fails to provide timely and proper notice to AMC under this provision, Buyer shall be deemed to have waived the right to rescission as herein provided. In the event AMC suspects the Property of a fraudulent activity or is a forgery, AMC may cancel any sale of such Property and hold such Property if it is in the possession of any Acker entity, including Acker Storage LLC. In the event the sale is cancelled after Buyer has made payment to Acker, Acker shall return such funds to Buyer.

Rescission available solely to Buyer. The remedy of rescission, if AMCS elects to rescind under the circumstances, is available solely to Buyer of Property, who must have remained the sole owner thereof with no transfer of any interest therein to any third party.

Buyer’s Sole Remedy. The refund to Buyer of the purchase price for Property shall be Buyer’s sole remedy for any matter relating to the condition of Property, and such remedy shall be available only if Buyer received such Property from AMCS. In no event shall AMCS be liable for any indirect, special, punitive, consequential, loss of profit or other damages, including, without limitation, attorneys’ fees and expenses, no matter how arising, and AMCS’s maximum liability shall be the amount paid by Buyer (exclusive of all taxes) for any Property that is subject to return as permitted hereby. Seller shall have no other liability of any nature or kind under this Agreement, in tort or otherwise, whether at law or in equity, with respect to this Agreement or the offer, purchase and sale of any wine comprising the purchase and sale of Property.

Different Importers. Although AMCS makes an effort to state in the catalogue if a Lot includes wines from different importers, failure to so state is not grounds for rescission of the sale of any Lot. Similarly, any incorrect statement or omission in the catalogue concerning bottles and/ or sequence numbers of Property from those producers that number their bottles comprising Property, is not grounds for rescission of the sale of any Lot.

e) Default by Buyer.

If Buyer fails to make payment in accordance with the Conditions of Sale within ninety (90) days following the auction, AMCS may, in its sole and absolute discretion:

AMCS may, in its discretion, exercise any one or more of the preceding remedies or any combination thereof.

f) Buyer’s Indemnity.

Buyer shall indemnify, defend, and hold AMCS and its officers, directors, employees, and agents, harmless from any loss, expense (including attorneys’ fees and expenses, which shall be paid in advance), liability, costs, or damages incurred by reason of (i) any breach or alleged breach of any warranty herein or breach of this Agreement by Buyer, (ii) any inaccuracy of any certificate, document, or instrument delivered by Buyer pursuant to or in connection with this Agreement, and (iii) any act or omission of Buyer, its agents, or employees, adversely affecting Property. Buyer’s representations, warranties, and indemnification survive completion of the transactions contemplated in this Agreement.

g) Copyright.

AMCS and its associates reserves copyright in all images, illustrations and written material produced by or on behalf of AMCS, including, without limitation, the content of this catalogue (collectively, “Material”), and in no event may Buyer or any third- party use any of Material without AMCS’s prior written consent. In no event do either AMCS or Seller make any representation or warranty that Buyer will acquire any copyright, reproduction right or any other intellectual property right in any Property.

6. GENERAL TERMS.

a) Headings. The section headings in this Conditions of Sale are for convenience of reference only and shall not be considered as substantive parts of this Agreement.

b) Entire Agreement. This Agreement (including all instruments incorporated by reference) constitutes the entire agreement between AMCS and Buyer pertaining to the subject matter hereof and supersedes any and all prior discussions and agreements between them. Unless otherwise expressly provided for in this Agreement, this Agreement may not be amended, nor shall any waiver, change, modification, consent, or discharge of any part of this Agreement be granted, except by an instrument in writing executed by both AMCS and Buyer. Any failure by AMCS to enforce any provision of this Agreement shall not operate as a waiver of such provision.

c) No Joint Venture. No provision of this Agreement shall be construed to create any agency, partnership, or other joint enterprise between AMCS and Buyer.

d) Dispute Resolution. 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 referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Singapore law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.

7. LANGUAGE.

In case of any conflict between the English and Chinese versions of this document, the English version shall prevail.

COLLECTION AND SHIPMENT OF WINES

Revised September 18, 2023

1. LIMITATIONS ON IMPORTATION

Bidders at auction (“Bidders”) should be aware of restrictions imposed by various jurisdictions regarding importation of alcoholic beverages. It is the sole responsibility of the buyer (“Buyer”) to investigate, apply, obtain, route, and comply with all special permit or license requirements and other restrictions prior to collection or shipment of wine (“Property”) purchased at or from Acker Merrall & Condit (Singapore) Pte. Limited (“AMCS”). AMCS assumes no obligation or responsibility for obtaining permits or licenses on behalf of Buyer prior to shipment and disclaims all liability for Buyer’s failure to obtain any such permits or licenses. AMCS is not the owner or seller of Property (“Seller”) but is a marketing agent which makes delivery arrangements on Buyer’s behalf. Bidders are urged to familiarize themselves with their jurisdiction’s importation laws prior to bidding at auction to determine if, when, and how Property may be legally delivered to their jurisdiction.

2. COLLECTION OF PROPERTY

Complimentary pick-up is available by appointment only. Please schedule pick-up by contacting AMCS directly at singapore@ackerwines.com. at least one week in advance. Property will not be released until payment in full has been received and funds have cleared.

AFTER PASSAGE OF TITLE, BUYER IS RESPONSIBLE FOR OBTAINING ADEQUATE INSURANCE COVERAGE FOR ALL PURCHASED PROPERTY. AMCS shall bear no liability for any risk of loss for all purchased Lot(s); and in no event will AMCS be liable any risk of loss as well as any special, consequential, or exemplary damages.

AMCS shall also bear no liability or responsibility for the condition including deterioration of any casks, barrels, portion thereof or the liquid held inside the cask or barrel offered for sale at auction; and in no event will AMCS be liable for any risk of loss as well as well as any special, consequential, or exemplary damages related to the purchasing of cask(s). Furthermore, casks(s) listed for sale by AMCS are usually located in Scotland. Therefore, if Buyer chooses to bid for a cask(s), Buyer will be solely responsible for assuming title to the cask(s), storage and bottling of the cask(s).

If the purchased Lot(s) are located at Acker Storage, LLC, in Delaware, United States (“Acker Storage”), Buyer must become a client of Acker Storage, to which Buyer shall be subject to all fees and terms as per the storage service agreement to which Buyer will be bound located at https://www.ackerstorage.com/static-content/StorageAgreement.pdf.

3. MULTIPLE DELIVERIES OR PICKUPS

Any Lot (as such term is defined above in AMCS’s Conditions of Sale) that is split into two or more parts for multiple deliveries or pickups shall be subject to a service charge per split, per Lot in accordance with the processes and procedures of the relevant third party warehouse.

4. STORAGE

Buyer can request shipping seven (7) days after the Auction but no more than five (5) days after payment has been received by contacting singapore@ackerwines.com. with shipping instructions. Buyer will be charged six Singapore dollars (SGD$6) per box per month for storage at a third-party facility if such shipping instructions are not received in time. Any Property for which shipping arrangements have not been made or which has not otherwise been collected within thirty (30) days following the auction date may be removed or maintained at a third-party storage facility and all packaging, handling, shipping, insuring, and third-party storage fees associated with such Property shall be paid in full by Buyer together with any other costs or charges owed by Buyer to AMCS prior to the release of such Property by the third-party warehouse. If any Property is not collected from the third-party warehouse by Buyer for any reason within ninety (90) days following the auction date then, unless otherwise agreed in writing by AMCS and Buyer, AMCS is authorized by Buyer to take any action it deems appropriate with respect to such Property. AMCS may, at its election, deem such Property to have been abandoned by Buyer and/or, in addition to the imposition of the costs and charges set forth above and any other rights AMCS may have at law or equity, AMCS shall have the right, at its sole discretion, to re-sell such Property publicly or privately (including at any one or more AMCS or other auctions or in one or more retail sales) at any location and for a price determined by AMCS, and to deduct from the gross proceeds of any such re-sale its legal fees and expenses and other customary costs, expenses and charges including, without limitation, seller’s fees and buyer’s premium (in the case of auction sales), advertising costs, third party sales commissions, and packaging, handling, shipping, insurance and additional third party storage fees. In no event shall AMCS have any liability to Buyer or any other party for any loss or damage to Property.

5. SHIPPING

Buyer can request shipping seven (7) days after the Auction but no more than five (5) days after payment has been received by contacting singapore@ackerwines.com. with shipping instructions. Buyer will be charged six Singapore dollars (SGD$6) per box per month for storage at a third-party facility if such shipping instructions are not received in time.

Buyer is solely responsible for the shipment of Property and shall assume all obligations for compliance with applicable laws.

Shipping will be at Buyer’s expense and must be prepaid or freight collect. Shipments are also subject to service charges. Shipping arrangements can be made once payment has been received in full and funds have been deposited into AMCS’s account. Buyers should allow five (5) business days when arranging shipment within Singapore, and ten (10) business days for international shipments, which may require customs documentation or special routing attention.

Any loss or damage resulting from shipping Property via any carrier will be the sole responsibility and at the risk of Buyer and/or carrier. AMCS is not responsible for any deterioration, damage or loss to Property occurring while in transit.

6. TAXATION

AMCS is required to collect a Goods and Services Tax (GST) depending upon whether the Property is duty-suspended or is duty- paid. If the Property is duty-suspended, the Buyer will need to pay an eight percent (8%) GST on the Buyer’s Premium only. If the Property is duty-paid, the Buyer will need to pay an eight percent (8%) GST on the hammer price plus the Buyer’s Premium. If the Buyer chooses to move the Property out of bond or outside of Singapore, the Buyer will need to complete any necessary export documents with the third-party warehouse. Please note that effective 1 January 2024, the government will charge GST at nine percent (9%) and effective 1 January 2025, the government will charge GST at ten percent (10%).

7. INDEMNIFICATION

Buyer agrees to indemnify, defend, and hold AMCS harmless from any and all demands, claims, suits, judgments, or other liability (including reasonable attorneys’ fees and expenses incurred by AMCS in connection therewith) arising by reason of Buyer’s breach or Buyer’s failure to pay any applicable taxes therewith). This indemnification shall survive the termination of this Agreement.

Insurance coverage on shipping does not cover confiscation by any government or law enforcement agency as a result of alleged violations of applicable laws by Sellers or Buyers.

8. LANGUAGE

In case of any conflict between the English and Chinese versions of this document, the english verion shall prevail.

All shipping must be prepaid in full.

U.K. TERMS AND CONDITIONS OF BUSINESS

Revised July 23, 2023

These Terms and Conditions apply to everything supplied (wines, spirits, goods, or services) by Acker U.K. Ltd. to our customers. They are available on request and on our website (uk.ackerwines.com). By placing an order, you confirm you are at least 18 years of age. In paying an invoice, you accept Acker U.K.’s Terms and Conditions of Business.

1. PRICES.

All prices are in Sterling and are quoted per case unless otherwise stated. Prices may be quoted either In Bond, Duty Paid excluding VAT or Duty Paid including VAT, and this will be made clear on individual offers. Acker U.K. reserves the right to alter prices at any time. If we mistakenly under-price a wine, spirit, or a service, we will not be liable to provide that wine, spirit, or service at the stated price. Prices are subject to currency and market variations, and to changes in duty and VAT, and may be changed accordingly.

2. EN PRIMEUR PURCHASES.

En Primeur wines are quoted In Bond, and therefore exclude duty and VAT. Payment terms remain as detailed below, while delivery will be made following shipment and payment of duty, VAT and any other charges that may apply.

3. OFFERS.

All wines and spirits are offered subject to availability, and all offers are made E & O E. Acker U.K. reserves the right to defer the date of delivery, or to cancel all or part of an order, when obliged to do so by circumstances beyond the Company’s reasonable control.

4. PAYMENT.

All invoices are for settlement upon receipt of the invoice unless stated otherwise. Payment may be made by bank transfer or by cheque. The Company reserves the right to charge monthly interest at 2% above the base rate of HSBC Bank plc on any overdue accounts.

5. CHARGES.

Where charges are incurred on In Bond purchases (bottling charges for halves, magnums and/or double magnums; In Bond transfer fees and/or delivery as applicable, duty and VAT at the prevailing rate on clearance from Bond), these charges must be settled prior to transfer or delivery of the goods.

6. DELIVERY.

Deliveries are charged at cost to UK mainland addresses. Next day deliveries may require a surcharge. While we use best efforts to deliver according to dates and times agreed, we will not be held liable for failure to do so due to circumstances beyond our reasonable control including any delay caused by a third-party shipper which is the normal way in which deliveries are made.

7. BREAKAGES & SHORT DELIVERIES.

Any breakages or short deliveries must be noted on the delivery receipt at the time of delivery, and you must notify us immediately. We will not accept responsibility for any breakage or shortage of which we have not been notified within 14 days of receipt. Breakages and packaging must be retained for inspection by the carrier.

8. QUALITY AND CONDITION.

All wines and spirits are offered in good faith and, where applicable, are sold “as described” at the time of the offer. Any issues must be reported to us in writing within 14 days of receipt. Acker U.K. will accept no liability for any condition related issues reported after 14 days of recorded proof of delivery. The maximum liability accepted by Acker U.K. is for the invoiced value of the individual bottle or case which is proven not to be “as described.” Acker U.K. is not, however, responsible for wines/spirits (to the extent applicable) which prove to be corked, faulty or out of condition, or which have been stored for too long and/or inappropriately. Acker U.K. is not liable for any losses which may arise from a corked, faulty, or out of condition wine or spirit.

9. TITLE.

All wines/spirits remain the property of Acker U.K. or its seller until payment has been received in full. Title in the goods remains with Acker U.K. or its seller until any and all debts due to Acker U.K. are paid in full.

10. EXPORT.

Wines and spirits purchased for export will be made available for collection by, or may be delivered to, a shipping agent. You are free to make independent arrangements with your shipping agent at your own risk and liability. The Company’s liability will cease from the moment of collection, or at accepted delivery whichever comes first. At our discretion, the Company may defray the shipping cost, but in so doing, will not incur any liability for the goods while in transit.

11. LAW.

These Terms and Conditions are subject to the laws of England and Wales. They do not affect your statutory rights as a consumer. Any dispute must be resolved in the English courts. These Terms and Conditions may be amended at any time in our sole discretion.

12. PRIVACY AND DATA PROTECTION.

Acker U.K. has a Privacy Policy, as below. The Company complies, and expects its customers to comply, with the obligations imposed under the UK’s Data Protection Act, including the General Data Protection Regulation (“GDPR”). The Company relies on its customers to provide details of any changes to their personal data held by the Company (mainly name, address, contact telephone number(s) and delivery instructions). The Company is registered with the Information Commissioner’s Office (Data Protection Registration reference: ZB325778).

IMPORTANT NOTICE REGARDING SHIPPING

Acker Merrall & Condit (“AMC”) is not permitted to, and does not, ship retail purchases of wine or alcoholic beverages outside of New York or California. AMC shall have no obligation to ship or otherwise deliver purchases to you outside of New York and California. All purchases are subject to AMC’s Retail Conditions of Sale if purchased at retail or our Auction Conditions of Sale if at purchased at auction, including all terms therein regarding the collection and delivery of property as well as applicable taxes. You or your designated agent may pick up purchased goods at AMC’s facilities in New York. As set forth in the applicable Terms and Conditions, If you cannot pick up the goods and require alternate arrangements for storage and/or shipping outside of New York or California, AMC will transfer your purchase to World Wide Cargo Services, Inc, to be stored until arrangements to pick up the property are made or shipping is arranged through World Wide Cargo Services, Inc, unless you direct us to deliver to another storage provider or shipping agent within New York State. AMC does not arrange shipping outside of New York or California. If you wish to provide shipping instructions here, such information will be transferred to World Wide Cargo Services, Inc for use in arranging such shipping. Prices listed here are those currently charged by World Wide Cargo Services, Inc, and any charges for shipping or storage shall be billed independently by World Wide Cargo Services, Inc. PLEASE NOTE, World Wide Cargo Services, Inc is an independent company and AMC is not responsible for its actions or its failures to act. Should you opt to have your goods placed in storage, once the goods are delivered to the World Wide Cargo Services, Inc or another designated storage company, they belong to you and you accept any subsequent risk of loss or damage.

Title to all purchases shall pass to you in New York. You agree that AMC will collect and you will pay the applicable New York state and local sales tax, unless shipping is requested to California, where AMC is permitted to ship alcoholic beverages. In such case AMC will arrange shipping and you agree that AMC will charge and you will pay the applicable California state and local sales tax. If after delivery of the goods to you, you request that your agent transfer the goods to you in another state, you understand and agree to be responsible to comply with the laws of the state into which you transfer the goods. You should check that states rules, regulations and limitations and you must pay any applicable sales, use or excise taxes. PLEASE NOTE THERE ARE STATES THAT FORBID THE TRANSFER OF WINE OR SPIRITS INTO THE STATE EXCEPT UNDER VERY LIMITED CIRCUMSTANCES. MAKE CERTAIN YOU KNOW THE LAW AND COMPLY.