TITLE I
ACTIVITIES OF THE GALLERY

1. The National Council of Fine Arts creates the Organizing Committee of the Havana Auction, which, in use of its faculties, appoints Galería Habana, hereinafter called “The Gallery”, to act as mediator between the depositor-seller of each item and the possible buyers at the oral bid auction and the virtual gallery, respectively.

The contracting conditions of The Gallery are those specified hereinafter, regardless of others that may be introduced in the future and which will be duly published in the catalogues.

The Havana Auction, through its Web site www.subastahabana.com, offers you the possibility to enter its Virtual Gallery throughout the whole year and acquire the works you select. All the works that will be knocked down at the oral bid auction on November 28th in Havana City, also be available at this Web site.

The starting price at the oral bid auction will be the amount of the highest bid per lot obtained at the above-mentioned site.

TITLE II
RELATIONS WITH THE SELLERS

Title of Property and Availability
2. The depositor-seller guarantees The Gallery, who has already verified that he is the rightful owner of the items deposited or to be deposited and has full control over them, or he has been duly empowered by their owner to dispose of them and that he may therefore transfer their property. He also guarantees that they are free of charges or duties and that there are no claims by the authorities on them.

The depositor-seller of the items likewise guarantees that he has made available to The Gallery all the information he possesses on their origin and that they are not subject to intellectual property restrictions, except when The Gallery has been otherwise informed.

3. In the extraordinary case of articles neither deposited at The Gallery nor placed under its control, the seller guarantees The Gallery that they will be kept in the same way they were when presented to it and that they will be delivered as soon as The Gallery requests them.

4. The seller will compensate The Gallery for any damage caused by his non-fulfillment of the above-mentioned points 2 and 3 and, in general, of any of the obligations contained in these General Conditions to which he has committed himself.

Reserves
5. With regard to any of the lots that consist of the deposited items, the depositor-seller, in coordination with The Gallery and prior to the auction, will have the right to establish a reserve with regard to the minimum purchase price for which the lot or item may be sold. Once established, such a reserve will not be subject to change except after a new agreement with The Gallery. In those cases in which reserves have been established, only the auction director shall have the right to bid on behalf of the depositor-seller. The latter will not have the right to take part in the auction of those items deposited by him and with reserve either in his own name or on behalf of third parties.

Rights and Duties
6. With the view to his settlement, the seller authorizes The Gallery to deduct the "Convened duties or brokerage", the "expenses" in the corresponding cases and the corresponding taxes from the "hammer price". He will likewise acknowledge The Gallery's right to receive an amount for the "Convened duties or brokerage" from the buyer according to the provisions of the corresponding conditions. The seller will receive his settlement 10 days after the complete payment of the work is received from the buyer.

7. The seller grants The Gallery the right to photograph and reproduce any item (including the photographs provided by the seller) whose sale has been entrusted to him in any medium or at anytime with regard to the auction.

8. The seller authorizes The Gallery to carry out at its full discretion the tests and investigations on the deposited items that might be considered necessary.

9. The depositor-seller empowers The Gallery to carry out on his behalf and to his account among others the following actions:

1. To transfer, store, and insure the sold lot.
2. To agree with the buyer special and reasonable conditions for the payment of the purchase price.
3. To carry out any type of handling or claim that might be required to collect the amounts payable by the buyer, and if necessary, even to cancel the sale and reimburse the buyer.
4. In general, to establish as many judicial or extra-judicial actions as might be necessary to protect the seller's interests.

The above-mentioned percentages already include the expenses already incurred by The Gallery for the reproduction of catalogues, appraisal of items, transportation, insurance (if necessary), etc., except restoration.

Taxes to the Account of the Seller
11. The Gallery will deduct from the payment to the seller the percentage established as personal income tax.

Withdrawal of Lots
12. Once the sales consignment contract of the item has been signed, the seller will not be entitled to withdraw his sales instructions. Any disagreement on this topic, as well as the definitive withdrawal of the item by his own decision will be fined by the Havana Auction.

Unsold Lots
13. If a lot does not reach the reserve and is not sold at the auction, the seller grants The Gallery the exclusive right to sell the lot in a private transaction within a term of at least 90 days counted from the date of the auction. The sales price must grant the seller a sum not less than the "proceeds of sale" at the reserve price if the sale took place in an auction, except in cases when the seller authorizes The Gallery in writing to sell at a lower price.

In case the seller authorizes The Gallery to retain the non-sold items under custody the corresponding consignment contract will be signed for the time agreed upon by the parties, according to the above provisions.

TITLE III
RELATIONS WITH THE BUYER

Purchases at the Havana Auction, whether in the Virtual Gallery or at the oral bid auction, will be carried out according to the Cuban legislation and without infringing the international norms that rule that practice and those of electronic commerce. The knocked-down lot may be exported from the Cuban territory to the country determined by the buyer.

In the particular case of clients from the United States of America, it should be recalled that the purchase and sale of art works is protected by the First Amendment of the Constitution of that country, which confirms the right to free expression and to the free exchange of ideas. In addition, the amendment to the Embargo Act approved in 1988 specifies that "publications, films, posters, records, photographs, microfilms, microfiches, recorded tapes and other information materials” are exceptions to the Embargo Act.

Buyer
14. The highest qualified bidder will be the buyer, and he will purchase the item at the purchase price determined at the moment the hammer falls. Any disagreement in this regard will be solved by the Auction Director, using his full discretional faculties, granting the lot to whoever he deems the winner.

All bidders will be considered to be acting as principals unless they are accredited by a legal document in force to be acting as representatives of a specific physical or legal person.

Bids on Behalf of the Buyer
15. The Gallery will execute written bids free of charge keeping total confidentiality with regard to the ordering buyer. The lots will always be purchased at the lowest possible price allowed by the remaining bids or the reserve. In case more than one offer is received in writing for the same lot and in the same amount, the lot will be granted to the first offer received by The Gallery according to date and time unless other bids exceed the indicated amount. Requests of bids made by telephone prior to the auction will be accepted, and they must be confirmed by letter, telegram or fax. Likewise, those possible buyers who have previously confirmed their interest in bidding for a particular item will be contacted by phone during the oral bid auction. These confirmations and the numbers to be dialed will be accepted up to 48 hours prior to November 27th.

Brokerage for Sales Mediation
16. The buyer will pay The Gallery the following duties on the "hammer price" for brokerage for its advisory and mediation services in the purchase, and agrees that The Gallery may also receive brokerage from the seller according to point 10.

In the oral bidding the buyer will pay The Gallery 15% on the initial 30.000 euros of the "hammer price", 12% on those of more than 30.000 euros up to 99.999 euros, and 10% on those that exceed 100.000 euros.

The expenses incurred by The Gallery for transportation, insurance, if necessary, and any other costs to be paid by the buyer will be added to this amount.

Payment for Purchases
17. The buyer will pay The Gallery the “purchase price”. It will be possible to pay either in cash, with checks issued by Cuban banks, credit cards issued by a bank of non-U.S. capital or by bank transfer to the account indicated by The Gallery. In no case will a credit card be accepted as guarantee if it is not physically presented at the offices of The Gallery.

18. Possible buyers may exceptionally negotiate delayed payment for possible purchases with The Gallery and obtain the written consent of The Gallery before the auction takes place.

The buyer will take possession of the items purchased by him once he has paid the total amount of the "purchase price".

Any sum paid by a buyer to The Gallery may be used by the latter for the total or partial settlement of any amount previously owed to The Gallery by said buyer, irrespective of the account or concept of the debt. In this regard, The Gallery will not be obligated to follow explicit or implicit instructions from the buyer or his agents.

19. The buyer will not take possession of any lot until he has paid the full "purchase price" through The Gallery, including commissions, expenses and any additional charges in accordance with conditions outlined here.

If necessary, The Gallery will issue the corresponding commercial or export invoices in order to complete the purchase.

Withdrawal of Purchased Lots
20. Once The Gallery has received confirmation of payment, the buyer may withdraw the purchased items on his own account or through The Gallery.

If the withdrawal of the items takes place on his own account, it must take place within the 10 business days following the auction, once the "purchase price" has been paid to The Gallery.

All expenses derived from the transfer and storage of items not withdrawn within the stipulated time will be paid by the buyer at the rate of 0.5% of the "purchase price" of each item for each week that exceeds the agreed term.

21. The packing and handling of the purchased items by The Gallery's personnel will be undertaken solely as a service to clients, and in case of fragile items will be undertaken at The Gallery's sole discretion. The Gallery will be liable for damage to picture frames or glass only if attributable to its management. Although The Gallery may recommend packers and shippers, it shall not be liable for any damage or omissions caused by them.

In case of an item that is not available at The Gallery, a delivery order issued by The Gallery will be understood as valid authorization for the buyer to pick up said item wherever it may be deposited. From that moment on, said item will be understood as delivered.

22. The buyer will assume responsibility for all damages or loss that may affect the items either from the moment in which the remittance of the work is certified or from the moment it is picked up. After the indicated dates, neither The Gallery nor its employees or agents will take responsibility for any kind of damage or loss.

If the withdrawal of the items takes place through The Gallery upon request of the buyer, the latter must sign a document in which he requests certain services from The Gallery. From that moment on The Gallery will be held responsible for the custody, preservation, transportation, packing and upon the client's request, insurance of the items, and will be obliged to compensate the buyer in case they suffer any damage.

Non-Payment or Failure to Collect Purchases
23. If the buyer fails to pay the full price for any lot or does not remove it according to the above-mentioned conditions, or if he fails to fulfill the conditions of this agreement resulting in The Gallery not receiving the full duties and brokerage due for its services or the remaining expenses it might have incurred on account of the buyer, The Gallery, in its own name or in coordination with the seller, according to the following provisions and irrespective of other rights and actions that might be of its competence, will be entitled to exercise one or more of the following measures:

1. To issue proceedings against the buyer for damages for breach of contract.
2. To rescind the sale of that or any other lot bought by the same buyer at the same auction.
3. To resell the lot or cause it to be resold by public or private sale, in which case the non- fulfilling buyer will pay The Gallery any difference below the "purchase price" (after deducting any partial payment or payments and adding the cost of the resale and the "fixed brokerage" of buyer and seller).
4. To transfer and store the lot or lots elsewhere and insure them, all for the account of the non-fulfilling buyer. In case of storage it may take place in The Gallery's own premises or elsewhere.
5. To charge monthly interests at a rate not higher than 1.5% on the "purchase price" to the extent that it remains unpaid in excess of 10 business days from the date of the auction.
6. To retain the lot in question or any other lot sold to the same buyer at the same auction, and release the same only after payment of the "purchase price".
7. To reject completely any bidding to be made in future auctions by the non-fulfilling buyer or his agent, or else obtain from him a deposit before accepting his bidding in the future.
8. To apply any proceeds due from a sale or becoming due from any future sale to the non-fulfilling buyer towards partial or total settlement of the "purchase price", and The Gallery shall be entitled to a lien or preventive embargo on any property of the Buyer in possession of The Gallery for any purpose, and will have the right to sell those items.

TITLE IV
RIGHTS AND OBLIGATIONS OF THE GALLERY

Risk for Damage or Loss of Deposited Items
25. Except as explicitly specified, The Gallery will assume the risk for damage or loss of the items consigned to it or under its control for their sale at the auction until the property of said items has been transferred to the buyer. The Gallery's responsibility for damage to any item will not exceed the amount estimated by The Gallery as present value of the auctioned item minus brokerage and expenses, and it will never exceed:

1. The "sales or hammer price" minus brokerage and expenses in favor of The Gallery if the item were sold.
2. The reserve minus brokerage and expenses in favor of The Gallery if the item were not sold after having been offered for sale and the reserve determined.
3. The average estimation minus brokerage and expenses in favor of The Gallery in any other case.

Estimated Prices
26. The purpose of the estimated prices that appear in the catalogue under each lot is to guide possible buyers concerning the amounts within which the bidder, according to The Gallery, will have a fair possibility of obtaining the lot.

In any case the auction will begin with a starting price lower than the minimum estimated price. The bidding for each lot will evidently carry the price up to the sales price, which will be lower or higher than the estimations, provided it exceeds the reserve price in the stipulated cases.

The above-mentioned prices do not include the brokerage for sales mediation incurred by The Gallery to the account of the buyer.

Admission Rights
27. The Gallery reserves the right of admission to its premises or halls, and equally reserves the right to forbid the entrance of a certain person or persons to the auction hall. The use of these rights is a discretional right of The Gallery.

Administration of Deposited Items
28. Without having to account for it, The Gallery shall have full discretional faculties to choose the pieces or lots for the auction, reject bids, divide lots, combine two or more lots, withdraw one or more lots from the auction and, in case of discrepancy, offer them again in auction.

Terminology
29. In these Conditions the following words and expressions shall have the following meanings:

1. "Sales or hammer price": price at which a lot is knocked down to a buyer by the auctioneer.
2. "Purchase price": the "sales price" of the sold lot plus any charges or brokerage.
3. "Proceeds of sale": net price due to the buyer, being the "sales price" of the sold lot minus rights or brokerage according to the contract, the "expenses" and the taxes, duties and remaining amounts due by him to The Gallery in whatever capacities and howsoever arising.
4. "Fixed rights or brokerage ": the range of rights or brokerage published at any time by The Gallery.
5. "Expenses": regarding the sale of a lot, the charges and duties paid by The Gallery for the illustration of catalogues, special ads, packing and transportation, framing and others with regard to said lot.
6. "Withdrawal price": the value of the highest bid received, lower than the reserve value.

Legal Regime
30. The present conditions will be ruled and interpreted according to Cuban laws. All operations subject to these conditions will be submitted to the Cuban legislation as regards their legal qualification and effects, and particularly to the Civil Code and the Code of Commerce.

31. Participation in the auction, whether as buyer, seller or bidder, is based on the acceptance of these General Conditions. Said General Conditions may be subject to changes during the organization of the auction, which will be timely published for the knowledge of sellers, buyers and bidders.

In case of any disagreement that may arise between the parties regarding the sale or purchase of any item unless previously agreed upon, any involved party is entitled to submit his claim to the Court of Arbitration of the Chamber of Commerce of the Republic of Cuba.