A glass tray goblet with a monogram and a portrait of Elizaveta Petrovna. Russia.19th century.

Auction rules

These rules (hereinafter the Rules) stipulate the procedures and conditions of ANTIQON open auction on the organization and conduct of Bidding in the form of an Auction, as well as the procedures and conditions for visitors" participation in the Bidding and their purchase of Lots at the Bidding. The rules come into force and become binding for any individuals acting in their own interests or acting on behalf of and in the interests of legal entities they represent, from the moment of their registration as Bidders.

1. Terms and Definitions
1.1. "Auction" means ANTIQON open auction for public sale of movable property, namely objects of art and antiques, carried out according to the Rules for the auction, in the trading floor of the auction, at: st. Brivibas 52 -1B, Riga and/or on the Website in online trading mode.

1.2. "Company" means Antiqon SIA, registration number 40103941382, legal address: st. Brivibas 52-1B, Riga, LV-1010, Latvia4 the Company arranges and conducts open Bidding in the form of an auction, and acts as a proxy for the Seller. As an exception, the Company may Sell Lots owned by the Company as proprietary rights.

1.3. "Website" means a set of software and hardware for computers, which allows to publish information and data for viewing, united for a common purpose, by means of technical means used for communication between computers in the Internet. The Website is accessible at a unique electronic address or its letter designation. The Website means the Website located in the Internet.

1.4. "Bidding" means Bidding in the form of an auction, in which any fully capable individuals who have reached the age of eighteen or capable individuals who have reached the age of eighteen and acting on behalf of and in the interests of a legal entity, can participate and bid for the Lots presented at the Auction.

1.5. "Lot" means movable property, namely an object of art and antiques, put up for auction by the Seller, not seized and not restricted in circulation in the territory of the Republic of Latvia.

1.6. "Seller" means an individual or a legal entity being the legal owner of the Lot, with whom the Company has entered into an agreement for the right to place the Lot on the Bidding at the Auction. The Seller has the right to view information about his Lot on the Site, and to monitor the progress and results of Bidding in relation to his Lot using his Personal Account.

1.7. "Bidder" means an individual registered (in the auction hall or using a pre-filled registration form) and admitted to the Bidding, acting in his/her own interests or on behalf of and in the interests of the legal entity he/she represents, or a registered and verified Website User who has acceded to these Rules, acting in his/her own interests or on behalf of and in the interests of the legal entity he/she represents, who has access to the Website via the Internet and uses the Website to offer his/her price for the Lot presented at the Auction by placing his/her Bids at the Bidding.

1.8. "Website User" means a legally capable natural person who has joined the User agreement and acting in his/her own interests or acting on behalf of and in the interests of the legal entity he represents, and having access to the Website.

1.9. "Buyer" means a Bidder who is the Winner of an Auction Bidding in respect of one Lot within the same Auction Bidding.

1.10. "Estimate" means the estimated selling price of the Lot established by the Company upon placing the Lot on the Bidding.

1.11. "Bid" means Bidder"s offer to buy a Lot at the desired price, in euros.

1.12. "Initial price" means the price of the Lot set by the Company upon placing the Lot on the Bidding, from which the Bidding starts.

1.13. "Reserve price" - means the minimum price acceptable to the Seller at which the Lot can be sold at the Auction. This price is unknown to the Bidders until the price of the Bid of one of the Bidders reaches the Reserve Price.

1.14. "Current price" means the price of the last Bid submitted by a Bidder in relation to this Lot.

1.15. "Minimum Increment" means the minimum difference between the price of a new Bid and the price of the previous Bid submitted by the Bidders in relation to the same Lot within the same auction Bidding.
The minimum increment for auctions is calculated using the formula:

€1 to €99 - the increment is €5

€100 to €199 - the increment is €10

€200 to €299 - the increment is €20

€300 to €399 - the increment is €30

€400 to €499 - the increment is €40

€500 to €999 - the increment is €50

€1000 to €1999 - the increment is €100

€2000 to €2999 - the increment is €200

€3000 to €3999 - the increment is €300

€4000 to €4999 - the increment is €400

€5000 to €9999 - the increment is €500

€10000 to €19999 - the increment is €1000

€20000 to €29999 - the increment is €2000

€30000 to €39999 - the increment is €3000

€40000 to €49999 - the increment is €4000

from €50000 - the increment is €5000

1.16. "Maximum Bid" means the maximum price offered by a Bidder. It is obligatory for the automatic placement by the Company which raises Bids on behalf of the Bidder within the specified maximum rate.

1.17. "Hammer Price" means the highest Bid for a Lot. The Hammer Price is fixed by the auctioneer and displayed on the Lot page at on the Website

1.18. "Personal Account" means a section of the Website with the help of which the Bidder can monitor the status of personal accounts, personal data, the history of Bids and the Bidding, pay for Lots and arrange delivery of Lots, and the Seller can monitor the results of Bidding for his Lots.

1.19. "Commission" means the Company"s remuneration for the provision of services for holding the Auction, calculated as a percentage of the hammer price.

2. General Provisions
2.1. These Rules set the procedure for arranging Bidding at the Auction and participation in Bidding in the Auction Hall, by phone, by advance application or through the Website antiqon.com.

2.2. By using the services on the Website, the Website User agrees and accepts all the terms and conditions of these Rules, including all descriptions and instructions regarding the use of the Company"s services and the Website, participation in the Bidding and the purchase of Lots at the Bidding.

2.3. All existing/actually functioning services of the Website, as well as any subsequent modifications to them and future additional services provided on the Website, are subject to these Rules.

2.4. Any information on the Website may be presented in several languages for informational purposes.

2.5. A Website User who violates the terms of these Rules will not be eligible to participate in Bidding on the Website, and all available Bidding results of such a Bidder shall be cancelled, without compensation for possible losses from the Company.

3. Bidder registration3.1. Registration as a Bidder means that the Bidder has read and agreed with these Rules. These Rules become binding upon registration as a Bidder.

3.2. Bidder registration is carried out by the following methods:

3.2.1. At the Auction Hall by filling out the registration form and showing an identity document.

3.2.2. By a written form for registration filled and sent to the Company.

3.2.3. On the Company"s Website by User activity. Upon registration on the Website as a Bidder, the User is obliged to provide the Company with the necessary reliable and up-to-date information to generate Bidder"s Personal Account , it is necessary to go through the registration and verification procedure by providing the following information: User Login (email), Password, Address, Contact phone number, copy of ID document, bank details, copy of any invoice to confirm the address

3.3. After registration and payment of registration fee (Deposit / Guarantee Amount), if any, a unique registration number is assigned to the Bidder. }

3.4. Bidder registration with third party data is prohibited.

3.5. Website User is not entitled to create more than one Bidder"s account and to use more than one account to participate in the Bidding.

3.6. The User has no right to transfer his/her Login or Password to third parties and is fully responsible for their safety, and independently chooses the method of their storage. Unless the User proves otherwise, any actions performed using his Login are considered to have been committed by the User. In case of unauthorized access to the Login and Password and/or the User"s Personal Account, or Login/Password disclosure, the User is obliged to immediately inform the Company about it

3.7. The Company shall not be liable for losses caused to Bidders due to any unauthorized access to their accounts.

3.8. The Bidder is obliged to immediately notify the Company of any changes in registration data.

3.9. To identify Users and grant the right to participate in Bidding, the Company reserves the right to request from the User, and the User is obliged, upon the Company"s request, to provide it with information, documents and/or materials confirming the accuracy of information provided by the User about himself upon Bidder registration, and its compliance with these rules and the existing legislation of the Republic of Latvia.

4. Bidders" guarantees

4.1. The Bidder guarantees that:

4.1.1. the funds used for settlements are not associated with any criminal activity, including tax evasion;

4.1.2. he/she is not under investigation and has not been charged or convicted of money laundering, terrorism or other crime

4.2. If a Bidder places Bids for and on behalf of another person including legal entities, the Bidder warrants that he/she has carried out an advance appropriate due diligence of the final purchaser of the Lot (Lots) in accordance with all applicable anti-money laundering laws.
5. Bidding Procedure

5.1. The Lot put by the Seller for the Bidding is published by the Company on the Website in the appropriate section of the catalogue and/or in the printed catalogue of the Auction without specifying information about the Seller. The Lots shall be placed in the public domain with a description which implies the ability to view information about the Lots by any visitor to the Website.

5.2. Persons registered as Bidders and approved by the Company to participate in the Auction have the right to participate in the Bidding.

5.3. A Bidder in the Hall wishing to participate in Bidding for the Lot he is interested in must express his unambiguous intent to place a Bid on this Lot by raising a paddle with Bidder"s unique number. A Bidder who wishes to participate in the Biding by phone in real time must express to Company"s operator his/her unambiguous intent to place a Bid for the Lot of interest. A Bidder who wishes to participate in the Bidding on the Website must add his/her Bid on the page of the Lot he/she is interested in.

5.4. The Bid must be greater than the previous Bid by an amount not less than the Minimum Increment. If no Bids have been added to the Lot, then the minimum allowable Bid is equal to the Initial Price of this Lot.

5.5. The Bidder in the Hall has the right to offer any of his/her preferred price for the Lot which should be greater than the previous Bid by an amount not less than the Minimum Increment. Bidders on the Website as well as Bidders on the phone, in real time, can increase the Bids by increasing each next bid by one step offered by the system or the operator.

5.6. A Bidder can participate in the Bidding in two ways: by placing a leading Bid or by automatically trading by placing a maximum fixed Bid (Maximum Bid). With regard to manual placement of a leading bid, the Bidder shall independently determine when and which bid to place. With regard to automatic Bidding, the Bidder shall indicate the Maximum Bid which corresponds to the highest amount that the Bidder wishes to pay for the Lot. Upon placing a Maximum Bid the Company will automatically place a minimum leading Bid on behalf of the Bidder, until the Maximum Bid made by the Bidder is reached. Thus, the winning bid may be lower than the Maximum Bid. If the Auction ends with two Bidders with two equal bids, the first bid registered on the Website is the winning bid. All bids (including Maximum Bids) are binding on the Bidder and may not be changed or cancelled.

5.7. A Bidder can place a Maximum Bid for purchase on the Website, by phone or by sending an email notification to info@antiqon.com. Bids for purchases by phone/email are processed confidentially and must be received by the Company twelve (12) hours before the start of the auction (applicable to the auction in the hall), or 12 hours before the end of the auction (applicable to online bidding). If two identical bids are the highest in the Auction, the first bid registered with the Company is considered the winning bid. Upon placing a bid for purchase by phone/email, the Company automatically places a minimum leading bid on behalf of the Bidder until the Maximum Bid placed by the Bidder is reached. Thus, the winning bid may be lower than the Maximum Bid. The Company has the right to ignore bids for purchase of Lots received from the Bidders by phone/email if the Company believes that the Bidder does not have the ability to pay or the ability to pick up the Lot in time. The Bidder who placed a Bid for purchase by phone/email after the completion of the Bidding must independently verify whether the bid resulted in an actual purchase at the Bidding. Information about the results of Bidding can be obtained by the Bidder by sending a request to the Company by e-mail to info@antiqon.com, as well as on the Website in the Personal Account of the User / Bidder in the Auction section, where information about the won Lot is automatically added. The Company is not liable for losses that may arise for the Bidder if the Company does not timely place the Bid received from the Bidder by phone/email.

5.8. A list of Bids submitted in respect of the Lot is published on the Website on the page with Lot details.

5.9. Bidding is held within certain time specified by the Company on the Website in relation to the relevant Bidding and is over when this time expires.

5.10. The winner of the Bidding is the Bidder who, by the time the Bid expires, has placed the biggest Bid, provided that this Bid is not less than the Reserve Price of the Lot.

5.11. If the Reserve Price of the Lot is not reached during the Bidding, the corresponding Lot is considered unsold. Information about the achievement of the Reserve Price by the Bidders is posted on the Website on the page with Lot details.

5.12. The lot is considered sold at the price specified in the last Bid by the winner.

5.13. Information about winning the Biddings is displayed in the Personal Account of the winner Bidder.

5.14 The Bidder is solely responsible for all purchases caused by incorrectly placed purchase bids, provided that the error was not made by the Company.

6. Payment for Lots won at the Auction

6.1. Payment for Lots must be made by the Buyer within seven (7) calendar days from the end of the Bidding.

6.2. The Buyer who won the Bidding is obliged to pay the Company the full cost for the won Lot, which includes:

6.2.1. The winning Bid;

6.2.2. Company"s commission for the provision of services for the auction at the rate of 20% (twenty percent) of Hammer Price  at Antiqon.com and 25%(twenty-five percent) at The-salesroom and Lotissimo platforms ;

6.2.3. In accordance with Copyright, the remuneration for resale (if applicable to the Lot won);

6.2.4. Any other duties and taxes associated with the purchase, for example, fees for payment by credit card, compensation for payment through the PayPal payment platform and or other fees in force at the time of purchase of the Lot at the auction;

6.3. The purchase and Company"s remuneration may be paid for one of the following ways:

6.3.1. Payment by credit card using the Personal Account on the Website;

6.3.2. Payment in cash at the office of the Company at the address: st. Brivibas 52, Riga, LV-1011, Latvia, if the total purchase amount does not exceed seven thousand (7000) euros;

6.3.3. Payment by credit card at the office of the Company at the address: st. Brivibas 52, Riga, LV-1011, Latvia;

6.3.4. Payment by bank transfer to the Company"s account.

6.3.5. Payment through the PayPal payment platform.

6.4. Ownership of the purchased lots passes to the Buyer only after the full payment for the Lots.

6.5. In accordance with the Auction Rules, the Company accepts payment only from registered bidders. The Company has no right to change the Buyer"s name in the invoice or to re-issue the invoice to a different name.

6.6. In case of violation by the Bidder of payment terms established in clause 6.1. of these Rules, the Company has the right to demand from the Buyer a forfeit in the amount of five (5) euros for each day in delay.

6.7. If full payment is not received within fourteen (14) calendar days from the end of the Auction, the Company has the right to cancel the purchase.

6.8. In case of registration fee (Security Deposit/Guarantee amount) payment for participation in the auction, the cost of the Lot is calculated minus this amount. The Buyer loses the right to the Security Deposit/Guarantee Amount in case of non-payment of the full price for the Lots won. The paid registration fee (Security Deposit/Guarantee Amount) remains at the full disposal of the Company.

6.9. Payment for items purchased at the Auction is accepted in cash, by bank transfer, Visa/Visa Electron/Mastercard/Maestro credit cards in euros. Upon payment for the lot won at the auction by credit cards on the Website the Buyer shall be charged an additional fee in the amount of three percent (3%) of invoice amount. Upon payment for the lot won at the auction by credit cards at the office of the Company the Buyer shall be charged an additional fee in the amount of one and a half percent (1.5%) of invoice amount. Upon payment through the PayPal payment platform, the Buyer shall be charged an additional fee in the amount of three and a half percent (3.5%) of the invoice amount.

7. Lot handover and delivery

7.1. The Buyer is obliged to pick up the purchased Lot within fourteen (14) calendar days from the end of the Bidding. The Buyer can pick up the purchased Lot at: st. Brivibas 52, Riga, LV-1011, Latvia.

7.2. The Buyer has the right to order an additional service through the Company in the Delivery Service for organizing the delivery and insurance of the purchased Cargo using the Personal Account on the Website.

7.3. The Buyer has the right to independently organize the delivery of the purchased Lot, through any delivery service, by sending to the Company a notice and a power of attorney to collect the won Lot.

7.4. The company is not liable for actions or omissions of carriers or packers chosen by the Buyer.

7.5. In the case of exporting goods outside the territory of the Republic of Latvia the Buyer is fully responsible for completing all necessary documentation related to the export of goods, in accordance with the law. The Buyer is obliged to independently familiarize himself with the rules for the import of goods into the country of Import. The buyer is solely responsible for obtaining any applicable export or import licenses. Refusal to issue any license, or any delay in obtaining licenses, shall not excuse the termination of the sale or any delay in full payment for the Lot.

8. Guarantees and liability of the Company
8.1. The Company acts as a proxy for the Seller. The Company provides services of auction Bidding between the Bidder and the Seller using the Antiqon open auction in the Auction hall, and at pur website. The Bidder acknowledges and agrees that the Company is engaged exclusively in organizing the auction Bidding, is not the Seller of the Lot sold through the auction and is not financially liable to the Bidder for the safety and quality of the purchased Lot, as well as for any damage caused to the Bidder in connection with the acquisition of the Lot including but not limited to loss of profit or reputation, any losses from the use of the Lot or additional costs incurred.

8.2. The guarantee for the Lot put on the Auction is provided by the Company only covers the fact that the Buyer will receive exactly the Lot that won at the Auction, provided that the won Lot has been fully paid for.

8.3. Due to the fact that an antique (used) Lot is sold this Lot is not covered by traditional guarantee, since the Lot is sold "AS IS" with signs of normal wear and tear, ageing and possible restoration.

8.4. Photos of Lots on the Website or in the printed catalogue are shown for visual demonstration only and do not guarantee their quality or usefulness. The Company grants the Bidders the right to get acquainted with all the Lots put by the Sellers for the Bidding at the time of the pre-auction exhibition at the address: st. Brivibas 52, Riga, LV-1011, Latvia. A potential Buyer has the right to invite independent experts, to make sure that the Lot description is accurate, to inspect the Lot prior to participating in the Bidding.

8.5. The state of the Lots presented at the Bidding, the absence of indications regarding the state of the Lot in the description made on the Website or in the printed catalogue, by no means implies the absence of defects. Some restoration work that does not change the properties of the Lot and does not distort its characteristics indicating that it belongs to a particular era, cannot be disputed.

8.6. The Company is not responsible for errors or omissions regarding the declared information in the description of the Lot on the Website or in the printed catalogue. All descriptions contained in the catalogue, in any check, invoice or elsewhere regarding authorship, authenticity, time of creation, source of origin, size, quality, rarity, provenance, references in literature and exhibitions, as well as the physical condition of the Lots are only an opinion and are not a statement or warranty of any nature. The Company undertakes to adhere to an honest and reasonable, independent opinion in the description of the Lot.

8.7. The Company is not liable for any failures in the User"s/Bidder"s computers or in the Internet that result in errors in the databases of the Company"s server or for server operation errors that may result from this, including but not limited to any incorrect or untimely records of bids for the Auction Bids, loss of these bids and their size, incorrect Bidding results.

8.8. By accepting these Rules the Bidder waives demands and claims against the Company regarding the quality and usefulness of the Lot sold at the Bidding. According to the Rules by the Cabinet of Ministers No. 255 of May 20, 2014 "Rules on distance contracts", clause 22.11. The consumer cannot use the right to refuse the Lot if the contract was concluded at an open auction, to which Antiqon open auction In accordance with the law, no claims regarding the Lots shall be accepted upon completion of the Bidding.

8.9. The Company reserves the right to suspend all Auctions, change the Bidding of the current Auctions in connection with the suspicion of a violation of operations.

8.10. In case of any technical problem, there may be a pause in the Auction. In this case Bidding at the Auction will continue as soon as the technical problem is resolved, on terms prevailing before the technical problem.
9. Rights and obligations of the Company

9.1. The Company carries out the operational management of the Website, independently determines its structure, appearance and other elements. The Company reserves the right to revise or change the design of the Website, its functionality, to change or supplement the scripts and software used or stored within the Website, and the conditions of access of Users/Bidders to them, at any time and without any special notification to Users/Bidders.

9.2. The Company also has the right, at its sole discretion, to terminate (temporarily or permanently) the provision of access to the Website/Personal Account in full or in any part to all Users in general or to an individual User without any special notification.

9.3. The Company has the right, without reimbursement of any costs or losses, at any time without notifying the User/Bidder, to block or delete the User"s/Bidder"s Personal Account, including in the event of any single violation by the User/Bidder of these Rules, unless otherwise expressly not provided for by applicable law. Deletion of the Personal Account of the User/Bidder means the automatic deletion of all information posted in it. After deleting the Personal Account of a User/Bidder the latter loses access to using the Website. The Company has the right but is not obliged to restore User/Bidder access to the Website if the User/Bidder remedies the violations.

9.4. The Company has the right to reprove, warn, notify, and inform Users/Bidders about non-compliance with the terms of these Rules. The Company"s instructions on the use of the Website addressed to the User/Bidder are mandatory for such Users/Bidders.

9.5. The Company undertakes to provide within a reasonable time technical and informational support to Users necessary to gain access to the Website and its subsequent use

9.6. The Company has the right to conduct security checks at any time, inter alia, to verify the identity, age, place of residence and other registration data provided by the User/Bidder.

9.7. The Bidder grants the Company the right to use information or documentation he/she provides and discloses to third parties if the Company deems it necessary to verify and confirm this information. If the relevant documentation and/or information is not provided or confirmed, or if the Company is not satisfied with the documentation, the Company has the right to block or delete the account of the relevant Bidder with unverified information, and to cancel all Bids and the results of the Bidding for this Bidder. Such Bidder/Buyer will be deprived of the right to purchase and receive any Lots and if the necessary information is not provided within 14 calendar days from the moment of blocking, the account shall be deleted.

9.8. The User/Bidder gives the Company his consent to store and process information and personal data provided by the Bidder upon registration on the Website and thereafter, and is necessary to identify the user, including last name, first name, patronymic, residence address, e-mail address and telephone number.

9.9. The processing of User/Bidder personal data by the Company is carried out in accordance with the laws of the Republic of Latvia and in accordance with the Privacy Policy (you can find a copy of Privacy Policy on our website or request it from the customer support service at Brivibas 52-1B, Riga, Latvia or by sending a request by e-mail toinfo@antiqon.com). The Company processes User personal data to provide Users with access to the Website and its functions, to check, research and analyse such data, allowing to maintain and improve the existing functionality of the Website, and to develop new functions. The Company takes all necessary efforts to protect User personal data from unauthorized access, modification, disclosure or destruction. The Company provides access to User personal data only to employees, contractors and agents of the Company who need this information to ensure the functioning of the Website and to provide Users with access to it. The Company has right to use the information provided by Users including personal data, to ensure compliance with the requirements of existing legislation of the Republic of Latvia (including in order to prevent and/or suppress illegal and/or unlawful acts of Users). The disclosure of the information provided by the User can be made only in accordance with the current legislation of the Republic of Latvia by order of courts and law enforcement agencies and in other cases provided for by the legislation of the Republic of Latvia.

9.10. The User/Bidder confirms his consent that the Company has the right to send the User to the contact addresses provided by him/her (email address, phone number) information about the development of the Website and its functionality, and to advertise its activities and to send advertising and informational mailings containing information about the services of the Website, about promotions and other events of the Company, and other information directly related to the performance of parties" obligations under these Rules.

9.11. The User agrees that for the purposes stated in these Rules the Company may collect and use additional information related to the User and obtained during the user"s access to the Website or from third parties, which includes data on technical means (devices) and methods of technological interaction with the Website (including host IP address, type of the User"s operating system, browser type, geographic location, data about the Internet provider etc.), about the User"s activity on the Website and other data obtained by these methods. The Company has right to dispose statistical information related to the functioning of the Website and User information for arranging the operation and technical support of the Website and the observance of these Rules.

9.12. The User agrees that the Company has right to carry out audio and video filming at any auctions, the User has right to refuse to participate in the auction if he/she disagrees with the audio and video filming by the Company.

10.Unauthorized programs and unauthorized activity

10.1. The Bidder is not entitled to use any external software or hardware devices to participate in the Bidding.

10.2. The Company reserves the right, at its sole discretion, to block or delete the account of any User/Bidder/Buyer upon suspicion of using such software.

11. Final provisions
11.1. By agreeing and accepting these Rules the User/Bidder/Buyer:

11.1.1 Guarantee that, in accordance with applicable law and the law of the country of origin, they have full legal capacity and capability, and are entitled to perform actions specified in these Rules;

11.1.2. Refuse to file claims and lawsuits against the Company regarding the quality and usefulness of the Lots sold at the auction. Upon completion of the Bidding, no claims regarding the Lots shall be accepted.

11.1.3. Realize that the Company is only the organizer of the auction Bidding between the Bidder and the Seller using the Antiqon open auction.

11.1.4. Realize that the Company arranges an additional service for the delivery and insurance of the Cargo using the online Website and is not a party to the contract for Cargo delivery and insurance between the Buyer and the Delivery Service.

11.2. All settlements in accordance with these Rules are carried out exclusively in the currency of the European Union - euros.

11.3. This Rules is made in Latvian, Russian and English and all versions have equal legal force. Should and conflicts or discrepancies between the versions arise, the Latvian version takes precedence and to eliminate such conflicts the English and Russian versions shall be adjusted in accordance with the Latvian version.

11.4. In the case of any disputes or disagreements related to the implementation of these Rules the User/Bidder/Buyer and the Company will make every effort to resolve them through negotiations between them. If disputes cannot be resolved through negotiations they shall be resolved in the manner prescribed by the current legislation of the Republic of Latvia, at the location of the Company, unless otherwise expressly provided by applicable law.