GENERAL CONDITIONS OF SALE These General Conditions will apply for the purchase of movable matters at auctions to be held by UON ANGOLA, LDA., registered at Conservatória do Registo Comercial de Luanda, under the No. 494/14, tax number 5417265870, with an equity capital of AKZ 500.000,00. Definitions: The terms used in these general terms of auction shall have the following meanings: 1. UON ANGOLA, LDA., the person(s) entrusted by Angola Lda for the organization of the auction concerned. 2. Auction: The sale in public of movable matters other than by subscription. 3. Auction Days: The period, consisting of, one or more days, consecutive or otherwise, on which the auction is held ending at 24:00 hours of the last day announced. 4. Lot: A movable good or a group of movable goods, which is/are auctioned (under one number). 5. Vendor: The person(s) by whose order a lot is auctioned and who is/are authorized by virtue of any right to give that order. 6. Bid: Any sun offered for a lot or combination of lots during the auction. 7. Bidder: The person who makes a bid at the auction. 8. Allotment: The declaration of UON ANGOLA, LDA. that a lot or a combination of lots against payment of purchase price is compliance with the Payment Conditions has fallen to the highest bidder. 9. Purchaser/Buyer: The person to whom a lot or a combination of lots has fallen, after the compliance of the Payment Conditions. 10. Purchase Price: The amount of the highest bid increased by the following costs: 10% premium of the allotment value; 5% Tax over premium. 11. Delivery: The actual delivery of the lot(s) to the purchaser or his authorized agent. 12. Special Auction Terms: The provisions applying in addition to these general auctions terms, stated in the auction catalogue concerned, or orally announced before the auction of the lot or combination of lots concerned by UON ANGOLA, LDA..
Article 1 Description of Lots 1. UON ANGOLA, LDA. and the Vendor strive for a correctness and clarity as large as possible of the description of a lot in auction catalogues, without accepting any liability for damage resulting from incorrect or incomplete descriptions or other damage. 2. A lot will be sold with all faults in the state in which it is at the time of the allotment. The Purchaser will be deemed to have carefully investigated beforehand the lot purchased by him. Article 2 Organization of the Auction 1. Buyers must register in order to bid. They must pay a Cautionary Deposit of 850.000 Angola Kwanzas. This payment must be done by Bank Transfer (see Notes for the Buyers ) or Certified Cheque. Cautionary Deposit will be fully refundable if there will be no purchase. 2. For each 5.000.000 Angola Kwanzas of bidding, the Buyer shall reinforce the Cautionary Deposit on the amount of 850.000 Angola Kwanzas. These payments must be done during the Auction by Bank Cheques. 3. The organization, preparation and execution of the auction are of UON ANGOLA, LDA. responsibility. 4. The auction will be held in the order as stated in the catalogue, but UON ANGOLA, LDA. will have the right to deviate there from. 5. Any item not marked or numbered will not be considered in the auction without the approval from either the Vendor or UON ANGOLA, LDA.. 6. UON ANGOLA, LDA. will have the authority before or during the auction to decide the following: - not to acknowledge a bid as such; - to exclude one or more prospective buyers from the auction; - to join lots, to split lots and to withdraw item/lots from the auction, or sell all lots together; - insofar as it concerns all lots or one or more lots, to cancel and to interrupt the auction, to again proceed to auction, or to resume the auction at the penultimate bid; - to rectify mistakes of UON ANGOLA, LDA. at bids and/or allotments, without a prospective buyer being able to take profit with these mistakes; - to take other, in its opinion, necessary measures.
7. UON ANGOLA, LDA. will decide whether a mistake has been made by the bidder in making the bid. 8. The judgment of UON ANGOLA, LDA. as regards the development of the auction and the explanation or adaptation of the auction terms will be decisive. 9. For anything as regards the auction, the parties involved in the auction will choose domicile, if possible, at the office of UON ANGOLA, LDA.. Article 3 Arrangements of Sale 1. Allotments will be done to the highest bids. However, UON ANGOLA, LDA. cannot sell to the highest bid. UON ANGOLA, LDA. will register the highest bid. This bid will then be submitted to the Seller that shall decide in 48 hours whether he allows the sale. 2. Bidding will take place in public in a manner clearly observable. UON ANGOLA, LDA. will be authorized to bring out bids on behalf of third parties. 3. The bidder of the highest bid is responsible for his bid and will be the lot s purchaser after allotment. 4. The bidder of the highest bid or the bidder of the penultimate bid will be held to his bid during the auction day, in case the allotment does not take place or turns out not to have taken place to the highest bidder because the suspensory condition has not been fulfilled. Article 4 Bid 1. Any bid will be unconditional, irrevocable and without any restriction. 2. If one or more persons jointly declare to have brought out a bid or to jointly buy, they will be severally liable together for the obligations resting on them by virtue of the auction. Article 5 Bid made on behalf of third parties Bid by proxy 1. The person who at the auction actually brings out the bid will be designated as bidder, even if he declares not to have bought for himself, and will be personally responsible for the observance of the obligations as regards UON ANGOLA, LDA. or the Vendor. 2. UON, S.A. may accept bidding orders of candidate buyers, and may set further conditions as regards these bidding orders. Neither UON ANGOLA, LDA. nor its personnel may in any way be held responsible for neglects or mistakes in the execution of the bidding orders. UON
ANGOLA, LDA. will have the right to refuse bidding orders and in case of acceptance of a bidding order to demand full or partial payment. 3. At the same time UON ANGOLA, LDA. will have the right to refrain from the execution of a bidding order, if the description in the auction catalogue of the lot or combination of lots to which the bidding orders relates is revoked during the auction and substituted with another description. 4. The auction terms unabridgedly apply to a purchase achieved by execution of a bidding order. Article 6 Allotment, Non-Allotment and Cancellation 1. The purchase agreement as a consequence of the auction will be achieved by the allotment. The allotment includes the business agreement to deliver under the suspensory condition that the purchaser has satisfied all his obligations to UON ANGOLA, LDA. and the Vendor. 2. UON ANGOLA, LDA. will have the right of: - not to allot or; - to allot under suspensory condition. 3. The period as regards which UON ANGOLA, LDA. will have to have declared itself as regards the non-allotment or the period within the condition should have been fulfilled, will end at the end of the auction day, unless by the special auction terms another period has been stipulated. Article 7 Purchaser s Payment Obligations 1. 1 st Payment - Minimum of 50% of the total purchase value, to be paid only by Cheque, during Auction Day. 2. 2 nd Payment The remaining 50% to be paid by 15 th July,, 2016, only by Bank Transfer, to the bank account of UON Angola indicated in item 1. 3. In case of refusal or inability of the purchaser to satisfy payment conditions of paragraph 1 and 2 of this Article, the lot(s) will be again brought up for auction or allotted to the highest bidder(s) or the penultimate bidder(s), as the case may be, or be sold privately under auction terms. In case of a negative balance the first purchaser is responsible for this difference. 4. In case of observance of the other payment obligations, the payment as meant in paragraph 1 of this Article will apply as a partly payment of the allotted lot(s). In case of non (timely) observance by the purchaser of this other payment obligations in connection with
the purchase of a lot(s), this payment and the cautionary deposit will fall to UON ANGOLA, LDA.. Article 8 Delivery 1. As soon as the purchaser has satisfied all his payment obligations as afore-stated, the purchaser may collect the lot(s) concerned at the hours and place fixed by UON ANGOLA, LDA.by showing proper identification against the delivery of the goods. The purchaser will be under the obligation to collect all the lots not later than 29 th July, 2016. If this date is disregarded the buyer will be held responsible for all the damages caused to the Vendor. The equipment that will not be removed by 29 th July, 2016, is subject to a parking fee of 2.500 AKZ per lot per day. UON ANGOLA, LDA. may have the right to consider the allotments null. 2. Removals can only be done when full payment has been confirmed. Payments done by bank transfer are only valid when money is in UON ANGOLA, LDA. bank account. 3. After delivery it is no longer possible to demand dissolution of the purchase agreement. 4. A lot will be for the risk of the purchaser from the moment of the allotment. UON ANGOLA, LDA., and the Vendor do not accept any liability towards the purchaser for any damage of whatever nature. 5. The purchaser will be under the obligation to carefully and expertly collect his lot. He will be responsible for the full amount for any damage that is inflicted to properties of others in connection therewith. He will furthermore be under the obligation to indemnify UON ANGOLA, LDA. and the Vendor for all claims of third parties, resulting from that collection. 6. In case of collection of a lot(s) allotted, the purchaser will be under the obligation to act on the instructions of UON ANGOLA, LDA. and/or persons called in by UON ANGOLA, LDA.. 7. The purchaser will be under the obligation to take care that he or the person who on behalf of him, disposes of the licences required therefore. UON ANGOLA, LDA. and/or the Vendor cannot be called upon on account of the absence of the necessary licences and/or transgression of regulations of the authorities in case of dismantling, demolishing and/or transportation by on behalf of the purchaser. Article 9 Information Requirement Every bidder will be under the obligation to properly prove his identity at first request of UON ANGOLA, LDA. and to provide all that information, which will be necessary to investigate whether the party(ies) involved can/will be able to satisfy his/their financial obligations resulting from this auction.
Article 10 Cautionary Deposits No interest rates shall be paid by UON ANGOLA, LDA. and/or the Vendor on cautionary deposits paid by the purchaser. Article 11 Viewing Days, Auction Days, Days of Delivery 1. Those who enter buildings and sites on the viewing days and/or auction day and/or on delivery, in/on which the viewing days/auction are/is being held and/or the delivery takes place, will enter these buildings and sites entirely on their own risk. One will be under the obligation to follow the instructions of UON ANGOLA, LDA. and/or persons called in by UON ANGOLA, LDA.. 2. UON ANGOLA, LDA. and the Vendor do not accept any responsibility for any damage to the parties involved, which entails the entering of said buildings and sites. Article 12 Applicability of the Angola Law 1. To this general terms and legal relations, which as regards the auction might occur, Angola law will be applied. With the execution of any other body, the District Court in Angola will be competent to decide in disputes resulting from the auction (without prejudice to the possibility of appeal and without prejudice to legal stipulations reading differently). Article 13 Exemption from Territorial Jurisdiction For any dispute inherent in or deriving from this document, jurisdiction shall belong exclusively to the Luanda Court. IN CASE OF ANY DISPUTES THE PORTUGUESE TEXT OF THESE AUCTION TERMS WILL BE GIVEN PREFERENCE OVER THE ENGLISH TEXT