CONDITIONS OF SALE
Anyone submitting a bid (“Bidder”) accepts these auction Conditions of Sale (“Conditions of Sale”) and enters into a legally, binding, and enforceable agreement with Swarovski North America Limited (“Swarovski”) (together with the Bidder, the “Parties”).
This Agreement contains important provisions that control rights and liabilities, and specif-ically has provisions governing how disputes are handled as well as Limitations of Liability that can be imposed upon Swarovski, Waiver of Jury and Arbitration Provisions. Please read carefully. These Conditions of Sale constitute the sole terms and conditions under which Swarovski will offer for sale and sell the “Elephant Hekima.” These Conditions of Sale consti-tute a binding agreement between the Parties with respect to the Auction. By bidding in the Auction, the Bidder acknowledges the thorough reading and understanding of all of these Conditions of Sale, all descriptions of the “Elephant Hekima”, and all matters incorporated herein by reference, and agrees to be fully bound thereby.

1. Parties

a) Swarovski and Auction.

— This Auction is presented by Swarovski.
— The Auction is conducted under these Conditions of Sale. Announcements and cor-
rections made to these Conditions of Sale supersede those in any printed materials.

b) Bidder.

— Bidder shall mean the original Bidder on the “Elephant Hekima” and not any subse-
quent owner or other person who may acquire or have acquired an interest therein.

— No bidding agents are permitted.

c) With the sole exception of the Bidder’s right to assign the “Elephant Hekima” to another person after successfully purchasing the “Elephant Hekima” pursuant to these Conditions of Sale, the rights granted to the Bidder under these Conditions of Sale are personal and may not be assigned or transferred to any other person or entity, whether by operation of law or otherwise, without the express written consent of Swarovski. Bidder may not trans-fer, assign, or otherwise convey these Conditions of Sale or any of the rights herein, and such purported transfer, assignment, or conveyance shall be null and void. No third party may rely on any benefit or right conferred on any Bidder by these Conditions of Sale, and no third party is intended as a beneficiary of these Conditions of Sale.

2. Admission to the Auction

a) Bidding offers will not be accepted from minor persons under eighteen (18) years of age, or the age of majority in their jurisdiction of residence, whichever is older.
b) Only Swarovski Crystal Society (“SCS”) members and Swarovski Club (“Swarovski Club”) members who currently hold Gold and Platinum tier level may bid.
c) Bidders must be legal residents of the 50 United States, the District of Columbia, or Canada (excluding the Province of Quebec).
d) Employees of Swarovski, its subsidiaries, affiliates, agents or any other business involved with the administration of this Auction, or members of the households of such employ-ees, are not eligible to submit bidding offers.

3. Bidding Privileges

a) Any Bidder who is not in good standing with Swarovski may be disqualified at Swarovski’s sole option and will not be able to purchase the “Elephant Hekima.” Such determination may be made by Swarovski in its sole and unlimited discretion, at any time prior to, dur-ing, or even after the close of the Auction. Swarovski reserves the right to exclude any person from the Auction.
b) Swarovski reserves the right to suspend or cancel this Auction at any time for any reason whatsoever, including without limitation, administration, security, or if proper conduct of the Auction is impaired or corrupted by computer virus, bug, or other technical or pro-cedural problem. In case of breach of the provisions set up herein or where prohibited by law, the participation in the Auction will be invalid.
c) By accepting the Conditions of Sale, the Bidder personally and unconditionally guaran-tees payment if they are determined by Swarovski to be the Winning Bidder.

4. Bidding

a) Bidding on this Auction will start on 1st of May 2023 and end on 30th June 2023. All eligible SCS and Swarovski Club (Gold and Platinum tier level) members will receive the invita-tion to participate in the Auction via the email address registered in their membership accounts. The received email shall contain all the details on the Auction including the process of submitting bidding offer, minimum bidding price (USD $4,300) of the “Elephant Hekima,” and where the “Elephant Hekima” will be displayed during the period in which Swarovski is accepting bidding offers.
b) Bidding offers shall be submitted by sending an official Bidding Card (“Bidding Card”) via email to Swarovski Customer Service (“Customer Service”) at the email address: Customer_Service_US@swarovski.com for the U.S. and at the email address: Customer_ Service_CA@swarovski.com for Canada.
c) Limit: One (1) bidding offer per person.
d) Swarovski has the right in its absolute discretion to reject any bidding offer in the event of dispute between Bidders or if Swarovski has doubt as to the validity of any bidding offer, to advance the bidding at its absolute discretion and to determine the Winning Bidder in the event of a dispute between Bidders, to continue the bidding or to reoffer and resell the “Elephant Hekima”.

In the event of a dispute after the sale, Swarovski’s record of final sale shall be conclusive.
f) Swarovski also will reject any bidding offer that is below the reserve for the “Elephant Hekima,” which reserve has been set at USD $4,300. Thus, only bidding offers higher than reserve price of the “Elephant Hekima” will be accepted.
g) Generally, the highest bidding offer accepted by Swarovski shall be deemed the Winning Bidder. In case of a tie, the first received bid based on date/time stamp shall be consid-ered as the Winning Bidder, subject to verification as set forth in these Conditions of Sale.
h) The winning Bidder automatically enters into a legally binding contract to purchase the “Elephant Hekima” from Swarovski when Swarovski accepts her/his offer at the close of the Auction and they become the “Winning Bidder.”
i) If the winning bidding offer is void, not paid, or cancelled, the next highest offer as determined by Swarovski shall be deemed the winning bidding offer. Swarovski has the right to accept any bidding offer. Bidding offers violating the provisions set up herein or where prohibited by law are void.
j) Any confirmed bidding offer placed by the Bidder within the defined timeframe of the Auction constitutes a binding offer to conclude a purchase contract for the “Elephant Hekima” with Swarovski according to these Conditions of Sale. The binding purchase contract with the highest Bidder comes automatically into existence after the expiration of the Auction period on [DATE/TIME], unless Swarovski decides to extend the bidding.

5. Retraction of the Bidding Offer

a) The bidder’s bidding offer is binding and remains in force during the term of the Auction unless Swarovski agrees to cancel the bidding offer.
b) A Bidder may only retract the bidding offer if a typographical error occurred, and the Bidder mistakenly entered the wrong bidding offer amount. The request to retract the bidding offer must be sent to the email address as indicated under point 7(d) of these Conditions of Sale.
c) The bidding offer retraction request must occur immediately after entering the mistaken bid. Requests for bidding offer retractions are only valid when received, as instructed, and when received within the time period defined for the Auction, but not later than 24 hours before the end of Auction on [date].

6. Payment

a) Subject to fulfilment of all of the Conditions of Sale set forth herein, the Bidder assumes the full risk and responsibility relating to the “Elephant Hekima”.
b) For the purchase of the “Elephant Hekima” via this Auction, credit card payment or bank transfer are the only accepted forms of payment, unless an otherwise predefined form of payment is declared by Swarovski.
c) The purchase price for the “Elephant Hekima” is due immediately upon successful com-pletion and closure of the Auction and acceptance of the Bidder’s offer by Swarovski.
d) The delivery costs are at the expense of the Swarovski and will not be charged to the winner. Swarovski reserves the right to define the delivery method and its costs.
e) The Winning Bidder is in default on the payment ten (10) days after the date the Winning Bidder is notified. In the case that the Winning Bidder does not complete the payment within the ten (10) days period, the Winning Bidder is in default on the payment. Swarovski may withdraw from the contract after having granted an additional period of ten (10) days for payment. In the event of a withdrawal, all rights of the Winning Bidder to acquire the “Elephant Hekima” appointed to him/her will cease to exist and the next highest bidding offer shall be the winning bidding offer entitled to purchase the “Elephant Hekima.”
f) All deliveries are subject to good funds; funds being received in Swarovski’s account before delivery of the purchased item; and all payments are subject to a clearing period.

7. Communication and Winner Notification

a) Notification emails regarding bidding offer acceptance and possible winning bidding offer notification as well as all other communication regarding the Auction will be gen-erated electronically from the following Swarovski email address: Customer_Service_US @swarovski.com for the U.S. and Customer_Service_CA@swarovski.com for Canada.
b) After termination of the Auction, only the winning Bidder will be notified. Means of noti-fication is by email only.
c) No public postings of winner names will be listed online or elsewhere unless the Winning Bidder consents to it.
d) Questions relating to this Auction can be sent to Customer_Service_US@swarovski.com for the U.S. and Customer_Service_CA@swarovski.com for Canada.

8. Taxes and Title

a) Should Swarovski be required by law to collect applicable taxes related to the pur-chase through this Auction, the Winning Bidder automatically approves and authorizes Swarovski to charge the applicable taxes to the method of payment pre-arranged and defined by Swarovski.
b) Title to the Swarovski Crystal Creation “Elephant Hekima” passes to the Winning Bidder only upon receipt of all payments owed in full to Swarovski. The “Elephant Hekima” will be delivered to either the Winning Bidder’s address or a Swarovski-appointed pick-up address, through a delivery service selected by Swarovski. The Winning Bidder agrees that the “Elephant Hekima” sent to the Winning Bidder will remain the property of Swarovski until Swarovski has received the full payment.

9. Warranty and Limitation of Liability

a) Swarovski warrants for a period of two years, beginning on the date of receipt of the “Elephant Hekima,” that the Swarovski Crystal Creation “Elephant Hekima” is free from defects in materials and craftsmanship. This warranty is extended only to the Winning Bidder of the Swarovski Crystal Creation “Elephant Hekima.”
b) In the event that Swarovski determines that a warranty claim is justified, Swarovski will refund the necessary costs of the return shipment when using the predefined form of delivery. For approval and instructions regarding the return, contact Swarovski’s cus-tomer relations department at 1-800-426-3088 or via email at Customer_Service_US@ swarovski.com for the U.S. and 1-833-530-2682 or via e-mail at Customer_Service_CA@ swarovski.com for Canada.
c) The Winning Bidder must take reasonable precautions that the Swarovski Crystal Cre-ation “Elephant Hekima” will not be damaged during its return shipment. Swarovski offers two (2) years of warranty period. For complete information about our warranty policy, please visit swarovski.com.
d) By participating in this Auction, the Bidder agrees that Swarovski, its employees, or any other authorized representatives of Swarovski will not be responsible and liable for any damages, losses, rights, claims, and actions of any kind in connection with or resulting from participating in this Auction or of any kind arising from the use of the Swarovski Crystal Creation “Elephant Hekima,” including, without limitation, direct, indi-rect, incidental, punitive, and consequential damages. Furthermore, Swarovski cannot guarantee the continuous availability of its website and is not liable for any technical difficulties in connection with the internet whatsoever, including without limitation, technical disruptions, computer malfunctions, email filters that block email messages, failures, or any information contained in any materials associated with the Auction.

10. Privacy

a) Bidding offers submitted to Customer Service are recorded. Swarovski will use the Bidder’s personal in accordance with its Privacy Policy, located at https://www.swarovski. com/en-US/s-dataprotection/Privacy-Policy/ for U.S. residents and at https://www. swarovski.com/en_GB-CA/s-dataprotection/Privacy-Policy/ for Canadian residents.

11. Governing Law and Enforcement.

The Parties agree that to the fullest extent permitted by applicable law these Conditions of Sale are entered into in Cranston, Rhode Island, USA, no matter where the Bidder is situated and no matter by what means or where the Bidder was informed of the Auction and regardless of whether materials or other communications were received by the Bid-der in another location.
b) The Parties agree that to the fullest extent permitted by applicable law these Condi-tions of Sale are governed by the laws of the State of Rhode Island, without regard for its conflict of laws principles. The Parties agree that to the fullest extent permitted by applicable law any dispute between the Parties, including but not limited to those related to or arising out of these Conditions of Sale shall be submitted to confidential binding Arbitration (the ”Arbitration”) before a single arbitrator of the American Arbitra-tion Association (the “AAA”). The Parties agree that the Arbitration shall be conducted pursuant to the commercial rules of the AAA in Providence, Rhode Island, unless the Consumer Arbitration Rules apply, in which case, such rules and venue will govern. In the event that the Parties cannot agree on the selection of the arbitrator, then the arbitrator shall be selected by the AAA. The prevailing Party in the Arbitration shall also recover all of its related fees and costs, whether before or after the formal institution of the Arbi-tration, including but not limited to its reasonable attorneys’ fees and costs. Federal arbitration law, including the Federal Arbitration Act apply to these Conditions of Sale to arbitrate and its related provisions. The Arbitration and all related proceedings shall be held strictly confidential and all documents and discovery shall be held confidential and not used, published or disclosed publicly or to anyone outside the Parties or expert consultants or counsel who shall agree to hold such confidential.
c) To the fullest extent permitted by applicable law, the Parties consent to the State of Rhode Island as exclusive jurisdiction and venue for all claims between the Parties relat-ing to these Conditions of Sale except as provided specifically herein and may seek confirmation of the decision in the Arbitration pursuant to the Federal Arbitration Act in any Court of competent jurisdiction, including the courts of the State of Rhode Island or the United States District Court for the District of Rhode Island. To the extent such is necessary under the law, Swarovski may enforce the Arbitration award against Bidder in any court of competent jurisdiction. Nothing in this Agreement shall be construed as Swarovski consenting to jurisdiction or venue in any location outside of the State of Rhode Island any proceeding between Swarovski and any Bidder.

The Parties may not bring claims against each other as a class or class member in any claimed class, or in a representative action unless otherwise agreed. Unless otherwise agreed, the claims against each of the other cannot be consolidated or joined with more than one additional person or entities’ claims. No injunctive or declaratory relief sought by bidder if any, can affect or be ordered to affect any other bidders or persons.
e) Except as provided specifically in these Conditions of Sale, any dispute, claim, or cause of action related to or arising out of these Swarovski Conditions of Sale, brought by the Bidder must be brought before the closing date of the Auction as it pertains to the item at issue or no later than one (1) year after the acts, omissions, or circumstances giving rise to the alleged claim occurred,, without exception. This provision is intended as a full, complete, and absolute bar to and release of any claims by the Bidder initiated after one (1) year of such acts, omissions, or circumstances. The Parties agree further that these waiver provisions are intended to be binding in the event of any dispute, specifically including but not limited to third party claims and cross-actions brought by Bidder. These provisions are in consideration for the participation in the Auction, subject to these Conditions of Sale.
f) To the fullest extent under applicable law and except as specifically stated herein, the Bidder hereby holds harmless, releases, and discharges Swarovski and its agents, officers, directors, affiliates, successors, and assignees from any and all claims, liabil-ities, obligations, promises, agreements, damages, causes of action, suits, demands, losses, debts, and expenses of any nature whatsoever, known or unknown, suspected or unsuspected existing prior to these Conditions of Sale.
g) The Bidder hereby agrees that Swarovski shall be entitled to present these Conditions of Sale to a court in any jurisdiction other than set forth in this paragraph as conclusive evidence of the Parties agreement, and the Parties further agree that the court shall immediately dismiss any action filed in such jurisdiction.
h) Liquidated Damages for Specific Breaches. In the event that the Bidder provides false information in connection with registering for bidding, fails to correct or update infor-mation, or breaches the Conditions of Sale by failing to pay the purchase price when due after becoming the Winning Bidder, as liquidated damages are associated with such breaches, Swarovski may obtain from the Winning Bidder the greater of (1) 150% the reserve set forth in the Auction, which is USD $4,300; (2) the amount of the Winning Bidder’s bid; or (3) the full amount that the Winning Bidder would have otherwise paid. The Bidder will also be liable for an additional 20% of such amount to account for addi-tional administrative costs, shipping, additional advertising, and other damages and liabilities fees that are difficult to calculate on an item-by-item basis.
i) Indemnity. The Bidder agrees to defend, indemnify, hold harmless Swarovski (along with its officers, directors, agents, contractors, and affiliates) from and against any and all claims, costs, fees, damages, and liabilities arising out of or related to these Conditions of Sale, bidding, or participation in the Auction, and/or in any way connected to any item Bidder bids upon or purchased through Swarovski in this Auction.

12. State-by-State Law Issues.

a) This Auction is being conducted in and the sale shall take place in the State of Rhode Island. Notwithstanding the foregoing, should any term or condition of the Conditions of Sale violate the law of any state or province/territory, and that state’s or province’s/territory’s law is found to govern, or any provision herein determined to be invalid, the clause itself and the remainder of the Conditions of Sale shall be valid to the fullest extent allowed.