Conditions of Sale
Last Updated December 19, 2024
Landry Pop Auctions, LLC offers each item of property (a "lot" or "lots") for sale at auction subject to and under these Auction Terms of Sale as may be amended from time to time ("Agreement").
In this Agreement, "we," "us," "our," and "Landry Pop Auctions" mean Landry Pop Auctions, LLC, a Delaware limited liability company; and "you," "your," "buyer," "bidder" or similar terms mean the individual or entity bidding on or buying a lot from us at auction, in person or via the Internet or other means (and you and Landry Pop Auctions will sometimes be called a "Party" and together "Parties").
Capitalized terms have the meanings given in Definitions at the very end of this Agreement.
This Agreement contains mandatory arbitration dispute resolution at Section 37. To opt out of arbitration, please see the instructions at Section 37.
WELCOME TO LANDRY POP AUCTIONS
1. AGREEMENT. By registering to bid, bidding, or otherwise purchasing a lot from Landry Pop Auctions - whether in person, by absentee bid, through an agent, or third party Bidding Platform - you hereby enter into, and agree to be bound by and to comply with, this Agreement. This Agreement governs the relationship between you, as a bidder and/or buyer, on the one hand, and Landry Pop Auctions and sellers, on the other hand. You acknowledge that Landry Pop Auctions acts as an agent for the seller, unless otherwise indicated on a lot's Item Page or catalogue entry or announced at the time of auction.
Your Bid Is an Offer. Any bid you submit can and may be the winning bid for a particular lot. Any bid you submit constitutes an offer to buy the lot for the amount of your bid, subject to the terms of this Agreement. If we accept your bid, you become contractually bound to buy the lot in accordance with that bid and this Agreement.
All Sales Are Final. You are responsible for satisfying yourself about the condition or any other matter concerning each lot on which you bid. You are advised to personally examine any lot on which you intend to bid prior to the auction and/or sale. By bidding on a lot, you hereby represent, warrant and covenant that you have examined the condition of the lot to your satisfaction and have no objections with its condition. All sales are final.
Privacy And Security. We will hold and process your personal information as described in, and in line with, our privacy policy at https://url.us.m.mimecastprotect.com/s/3HvsCo2v0jhrQXyESzhDIpnhET?domain=landrypop.com.
2. REGISTRATION & VERIFICATION. To bid in an auction, you must create an account with us and register for that auction. But, once you have an account with us, you will only need to register for each future auction in which you plan to bid. You may register for and participate in any auction as soon as the auction goes live on our Site.
Verification of Your Identity. As a condition of bidding in an auction or sale of one or more lots, we may require you to do all or any of the following: (a) Verify your identity by providing us with a government issued photo identification; (b) Verify your address by providing us with a valid government-issued identification, a utility bill, bank statement and/or a recent postal envelope; (c) Establish credit and verify your creditworthiness by providing a valid credit card number, credit references and an initial deposit, which may include a pre-authorization hold of a portion of the estimate of the lots on which you may bid; (d) Verify you satisfy an age minimum by providing us with age-bearing identification; and (e) Furnish us with such other documents as we may request.
Verification Of Your Entity. (a) If you represent an entity, we may require you to verify the status of your entity, as well as your entity's beneficial owners, by providing us with: (i) a list of that entity's shareholders, members, partners, trustees or beneficiaries; (ii) a copy of your entity's charter or foundational documents, and/or a good standing certificate; (iii) the entity's shareholders agreement, operating agreement, partnership agreement or trust agreement; and (iv) any of the documents for identity verification listed above for your entity's directors and officers; and (b) If you are bidding as agent, we may require you to provide a letter of authorization from your principal, as well as any of the documents for verification listed above
Verification Activities. Verification activities may be handled by third parties who specialize in remote verification of people and companies, such as Stripe. You understand and agree that if we refer you or require you to submit identification or personal identifying information to a third party verification service, that any information you provide or interactions you have with them will be subject to the third party's terms, conditions, and privacy policies. We will not be a part of, or be responsible for, the actions or failures to act of, the verification activities of those third parties.
Minimum Deposits May Be Required. We may require you, as a bidder on a lot with an estimate of $2,000 or more: (a) to provide an initial deposit of a portion of the low estimate; and (b) to grant us the right to charge your credit card all or a portion of the selling price on the date of the auction.
OUR AUCTIONS
3. LIVE AUCTIONS AND TIMED AUCTIONS. Landry Pop Auctions conducts both live auctions and timed auctions. In a live auction, you can participate in and watch the bidding in real time - in person or online - while an auctioneer conducts the auction, accepts, and announces bids, and proclaims a Winning Bid. In a timed auction, you can also participate in and watch the bidding in real time - but only online - while the system accepts and announces bids and proclaims a Winning Bid.
Our Role As Auctioneer. At auction, we serve as the auctioneer, and in live auctions we will be represented by one or more people who lead and conduct the auction. We exclusively determine the conduct of any auction, including, without limitation, whether, when and/or if to advance the bidding, to reject any bid offered, to withdraw any lot, to reoffer and resell any lot, and to resolve any dispute in connection with a sale. We may withdraw a lot from auction for any reason and with no liability whatsoever for such withdrawal. Our determination in management of an auction or sale is final and shall be binding upon you and all other participants in such sale.
Our Record of the Sale. Our collection and file of records related to each auction, lot and sale will constitute the factual, accurate record of all transactions you participate in under this Agreement. You agree that if there is a discrepancy between our records and any other records or messages related to a sale or transaction in a lot, our records will govern
4. HOW WE CONDUCT OUR AUCTIONS.
Reserve. We may offer each lot subject to a confidential minimum price below which we will not sell the lot (the "Reserve") if indicated by a label that says "Reserve". The auctioneer may open the bidding on any lot below the Reserve. We prohibit sellers from bidding on their own lots, but we may seek to satisfy the reserve by bidding on behalf of a seller at the auction up to the Reserve. We will endeavor to indicate in the catalogue or by saleroom announcement or notice when parties with an interest in a lot, for example a beneficiary of an estate, may bid on such lot.
Opening Bid. We will determine the minimum opening bid based on the Reserve and the lot's estimates. We may change the minimum opening bid at any time based on bidding activity and interest. You are responsible for watching the lot's Item Page to stay informed on bidding activity and the opening bid.
Receipt Of Bids. Your bid, like all bids, will be time logged with the date and time that it is received on our system. If we get more than one bid for a lot in the same amount at the same time, the first bid received will have priority over later identical bids. Notwithstanding the foregoing, we may determine in our sole discretion the official time that a bid has been received.
The Winning Bid. A bid can be accepted by our auctioneer or system as the last, highest winning bid for a lot (the "Winning Bid"). If your bid is a Winning Bid, you agree to pay us the Purchase Price (which includes your Winning Bid, the Buyer's Premium, and any Buyer Costs) and assume all risk of loss and damage to such lot, in addition to any other obligations as set forth herein.
Notifying You Of Your Winning Bid. If you have the Winning Bid, you will receive an email notification of your Winning Bid. You can also see any of your Winning Bids in your "My Account" window on our Site under the tab 'Won Lots.'
Auction Results. Preliminary auction results will be available online on our Site shortly after each auction. Final auction results will be available online once we have audited and verified all sales and bids.
5. INFORMATION ABOUT LOTS. Each auction will be given its own page where you can see all of the auction's lots - we will refer to the auction page as an auction's "Index Page". Each lot in an auction will be given its own page where you can see all of the relevant information about the lot - we will refer to it as a lot's "Item Page".
Estimates. We may set estimated price ranges (low, mid, and high) for a lot and display those estimates on our Site. Estimates are intended as merely a guide to their eventual hammer price. Estimates do not include the Buyer's Premium, any applicable taxes, any artist's resale royalty, or any export, import or shipping charges you may incur. We set estimates based on recent prices paid for similar property and on the lot's rarity, quality, and current market appeal. Estimates can change. Estimates are preliminary only and are subject to revision by us from time to time in our sole discretion. We make no guarantees, representations, or warranties of any kind, express or implied, including, without limitation, regarding the sale price of any lot, whether the lot will sell at all, or the price realized upon resale.
Lot Descriptions & Photographs. Each lot's Item Page will display images of the lot and text that describes the lot's artists and authors, title, the estimated year the lot was completed, the lot's dimensions and materials, bidding information, the lot's ownership (aka 'provenance'), the lot's publication history (if any), and whether the lot has been graded. However, these descriptions may not be exhaustive or represent all of the information of every kind about a lot. We may not disclose the identifies of previous owners of the lot if that information is not available to us or if we are not authorized to do so. Any description of a lot's dimensions and weights is approximate. Photographs of a lot identify the lot and, sometimes, give you an approximation of their size in relation to other common objects. Images of a lot may not show the condition of a lot clearly; colors and shades may look different on the screen as opposed to how they look on physical inspection. Descriptions we make about lots may not describe all faults or restorations. No description or report about a lot is a substitute for your own examination of a lot. Descriptions of a lot on a lot's Item Page, Index Page, Catalogue entry, or any other place or post will not constitute a representation or warranty of any kind and nature. Lots are sold as is, where is, with all faults, except for the Limited Warranty and Authorship Warranty discussed below.
Condition Reports And Descriptions. Condition Reports for any lot may be available from Landry Pop Auctions prior to the sale to help you evaluate the condition of a lot. You are strongly advised to download any Condition Report accompanying any lot on which you intend to bid. But, a Condition Report may not cover all faults, inherent defects, restoration, alteration or adaptations made to a lot. Landry Pop Auctions assumes no responsibility for errors and omissions contained in any such report, a Landry Pop Auctions catalogue or other description of a lot. Except as expressly stated below in the section entitled 'Authorship Warranty' (and subject to the exclusions and terms that follow), any statements made by us with respect to a lot whether in a Condition Report, a catalogue or on our Site, or presented otherwise orally or in writing, are intended as statements of opinion only, are not to be relied upon as statements of fact and do not constitute representations or warranties of any kind. We do not warrant, and we specifically disclaim, the condition of any case, slab, frame or other container that accompanies any lot.
Preview, Inspection & Due Diligence. Lots are traditionally made available for viewing and inspection by you prior to their appearance in an auction. You promise that before bidding on any lot, you will investigate and examine the lot to your satisfaction, including contacting us with any questions you may have, researching the lot and identifying for yourself that buying the lot is the right decision for you. In addition, you understand and agree that each lot has been previously handled, transported and owned by others, which means that it may not be in perfect condition. If you wish to preview and inspect a lot before the auction, please contact us to arrange an appointment where the lot is available for preview before the auction. All lot descriptions, Condition Reports and other information we provide with a lot reflects our opinion, but are not representations of any fact or circumstance. We accept your bid on any lot in reliance on your promise that you have fully satisfied yourself about the lot.
6. THIRD-PARTY INTERNET BIDDING SERVICES AND PLATFORMS. Our auctions are available via online third-party bidding platforms to collect or facilitate auction bids, including without limitation Live Auctioneers, Artsy, Invaluable and Drouot ("Bidding Platforms"), each of which may levy a commission for their services, and have their own rules on fees and how to bid and buy online using these Bidding Platforms. Landry Pop Auctions has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any Bidding Platforms. Your dealings with Bidding Platforms are solely between you and such Bidding Platforms. We encourage you to be aware of, and to read, the terms and conditions and privacy policy of any Bidding Platforms that you visit. You expressly release Landry Pop Auctions from any and all liability arising from your use of any Bidding Platform or other third-party website or service. Bids left with Bidding Platforms are released to Landry Pop Auctions when a lot comes up for sale. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL WE AND OUR SELLERS BE LIABLE FOR ANY DAMAGES, LOST PROFITS OR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THESE BIDDING PLATFORMS. We may discontinue or add any or all Bidding Platforms at our election.
7. BUY-NOW. Whenever you see an option to "Buy Now" or "Buy It Now", you may buy the lot at the fixed price without bidding in an auction. When you buy a lot for the Buy Now price, this Agreement will still govern the transaction as a Private Sale.
BIDDING
8. BIDDING INCREMENTS. Bids at auction must be submitted in that auction's Bidding Increments. The Bidding Increments for live auctions are as follows:
Bid Increment
$25-300 $25
$300-1,000 $50
$1,000-2,000 $100
$2,000-3,000 $200
$3,000-5,000 $200 / $300 / $300 / $200
$5,000-10,000 $500
$10,000-20,000 $1,000
$20,000-30,000 $2,000
$30,000-50,000 $2,000 / $3,000 / $3,000 / $2,000
$50,000-100,000 $5,000
$100,000-200,000 $10,000
$200,000-300,000 $20,000
$300,000-500,000 $20,000 / $30,000 / $30,000 / $20,000
$500,000-1,000,000 $50,000*
* additional increments will be at the discretion of the auctioneer.
We may reject nonconforming bids. However, since we regulate the bidding, we may change the Bidding Increments in our discretion. And, if we receive an Absentee Bid that does not conform to the Bidding Increments, we may reduce your Absentee Bid enough to meet a lower Bidding Increment.
9. MANAGE YOUR BIDS ONLINE. You can manage all of your bids online at our Site under your account pages. We encourage you to follow lots in which you have an interest, place bids, monitor the progression of bids and update your bids online through your account.
10. LIVE AUCTION BIDDING. To bid at a live auction, you must create an account with us and then register for the auction. We offer several methods and media through which you may place bids at a live auction - both before the live auction and during the live auction.
Absentee Bids. Once a live auction's lots are posted on our Site, you can start bidding on one or more lots in that auction. We sometimes refer to bids placed before the start of a live auction as "Absentee Bids". Absentee Bids can be placed in a variety of ways, including the following:
? Online through our Site - just click the 'Bid' button on the lot's Item Page;
? Online through a third party's Bidding Platform (additional charges may apply);
? By phone via the phone number available on the auction's Information page;
? By email to our auction house brand presenting the auction: [email protected]
? Before a live auction, you can also arrange to bid live during a live auction through one of our phone operators in a process we call "Phone Bids".
Confirmation of Absentee Bids. For live auctions, we endeavor to confirm your Absentee Bid via email, so if you do not receive a confirmation, please call us. You are solely responsible to check your bid confirmation for accuracy. We cannot be liable for errors in bidding including situations in which our bid confirmation contained errors that you did not correct.
Disclaimers About Absentee Bidding. We will place your Absentee Bids at our discretion and at your risk. We assume no responsibility for a failure to execute any such bid, or for errors or omissions made in connection with the execution of any such bid. Further, we will take reasonable steps to carry out bids at the lowest bid price, subject to the Reserve, but will not have any liability if we fail to do so.
You Must Cancel Conflicting Bids. You will be held responsible for the purchase of any lot for which you have placed a Winning Bid. So, if you submit one or more conflicting or competing bids on a lot through different platforms or methods, you are solely responsible to cancel any or all of your previously submitted bids.
Bidding During The Live Auction. You may bid during a live auction in a variety of ways, including:
? In person, in the applicable sale room (please see the auction's information page for details);
? Online through our Site - which is available 30 minutes before the start of the auction until the lot is closed for bidding - just click the "Bid" button on the lot's Item Page;
? Online through a third party Bidding Platform (additional charges may apply);
? Through a Phone Bid.
? By phone, by calling us and placing a bid with us (via the phone number available on the auction's Information page);
? By email to our auction house brand presenting the auction: [email protected]
Phone Bids. You may schedule your participation in a live auction by phone by setting up a Phone Bid by clicking the "set up phone bid" button on a lot's Item Page at least 2 hours prior to the live auction
? Phone Bids are not always offered, so please see the lot's Item Page for availability.
? If we receive your request in time, we will attempt to call you at up to two (2) phone numbers you supply to us.
? We cannot guarantee that we will succeed in reaching you by phone or accurately placing your bids.
? When registering to bid by phone on a lot, you may be able to submit a back-up bid which our agent can execute on your behalf if the agent cannot reach you by phone during the live auction.
? All phone bidding calls will be recorded for record-keeping, quality assurance, and training purposes.
Calls and emails received on the day of an auction regarding new bids or changes to existing bids will be addressed as we are able. While we will make every effort to accommodate all requests, we may not be able facilitate last minute requests made to the auction house by phone or email.
11. TIMED AUCTION BIDDING. To bid at a timed auction, you must create an account with us and then register for the auction. All bidding for timed auctions must be done online only, through our Site or through a participating Bidding Platform. Bidding in timed auctions follows the same rules and procedures as live auctions subject to the special terms for timed auctions below in this Section.
? Each lot placed on the block in a timed auction will be open for bidding for a scheduled period of time listed on the timed auction's Index Page and the lot's Item Page. You may place bids for a lot in a timed auction between the dates and times listed.
? A countdown clock is displayed for each lot telling you how much time is left in the lot's timed auction.
? Bidding in timed auctions must follow the Bidding Increments for timed auctions. These Bidding Increments are subject to change at our election. The Bidding Increments for timed auctions are as follows:
Bid Increment
$50-1,000 $50
$1,000-2,000 $100
$2,000-5,000 $200
$5,000-10,000 $500
$10,000-20,000 $1,000
$20,000-50,000 $2,000
$50,000-100,000 $5,000
$100,000-200,000 $10,000
$200,000-500,000 $20,000
$500,000-1,000,000 $50,000
$1,000,000+ $100,000*
* additional increments will be at the discretion of the auctioneer.
? Just like in live auctions, most lots are subject to a Reserve - the lot's secret minimum selling price. If you place a maximum bid below a lot's Reserve, you may see your below-Reserve bid as the current bid, but you will not able to buy the lot for less than the Reserve. In addition, if you place a maximum bid at or above the Reserve the timed auction system will register your bid as the current bid to meet the Reserve in its tally of bids for that lot.
? During a timed auction, you can see the lots you have bid on in the section of your account page called 'My Timed Bids'.
? Bids are processed electronically.
? If you place a bid, but someone places a higher bid, you have been 'outbid' and you will be notified on the screen (if you are logged in) and via email. However, we are not responsible if you do not receive a notification from us.
? If the auction remains open, you may place more bids on the lot. It is your responsibility to watch for outbid notices and place any additional, higher bids. You should follow the timed auction closely as you may be outbid in the last minutes of the timed auction.
? If bids are placed during the 3 minutes before the lot's scheduled closing time, the bidding time will be automatically extended by 3 minutes, so that there will be a 3-minute gap between the last bid and the closing of the timed auction for the lot. These 3-minute extensions will continue until there is no more bidding activity on the lot for a period of 3 minutes. These 3-minute extensions of one lot do not impact any other lot's closing times. As a result, lots may close out of the order they were originally presented or numbered.
? Just like with all of our other auctions: (i) once you confirm your bid amount, your bid is submitted, you may not change or revoke your bid once submitted, and you are solely responsible for any errors you make in bidding; (ii) by submitting a bid, you accept personal liability to pay the Purchase Price for the lot if you win the timed auction; and (iii) you will be responsible for shipping or delivery of the lot if you win the timed auction.
Remember: you can monitor and manage your bids any time online in your account page on our Site.
PAYMENT
12. PAYMENT FOR AND COLLECTION OF PURCHASES. If your bid is a Winning Bid, you agree to pay the total "Purchase Price" which includes all of the following: (a) the Hammer Price; (b) the Buyer's Premium; (c) any applicable sales tax; (d) credit card charges or wire fees; and (e) "Buyer Costs" which may include late payment charges, Storage Fees, Enforcement Costs, any amounts due for an artist's resale royalty, and other costs, damages or charges assessed in accordance with this Agreement.
Invoices. All successful bidders will be sent invoices by e-mail (or mail if we do not have an email address on file) shortly following an auction. PAYMENT ON EACH INVOICE FOR A WINNING BID IS DUE ON RECEIPT OF THE INVOICE.
Buyer's Premium. We will charge you a commission on each lot you buy at auction. This commission, called the "Buyer's Premium", is 22% of the Hammer Price. In addition, there may be additional an premium charged by the Bidding Platform through which you successfully bid on the lot.
13. PAYMENT PROCEDURES. You must pay the Purchase Price immediately following our delivery of an invoice to you unless other arrangements are approved by us. Once issued, we may not change the buyer's name on an invoice or re-issue the invoice in a different name.
All payments must be made in US Dollars, in any of the following acceptable forms of payment: (a) check, with acceptable identification; (c) Visa, MasterCard, Discover or American Express; (d) PayPal; (e) bank wire or ACH; and (f) cash subject to the term below in 'Cash Payment Rules'. We charge and collect an additional 2.5% of payments made by credit card. You are responsible for paying bank wire fees.
Payment information may be collected and processed directly by a third party service provider, including without limitation, Braintree, PayPal, Stripe, and Plaid (each a "Payment Service Provider"). We do not retain any credit card information.
By making a payment online via credit or debit card, you: (i) warrant that you are the cardholder; and (ii) acknowledge that we have no liability for your payment not reaching us where, for example, payment is refused or declined by your card supplier.
Cash Payment Rules. We accept payments in cash up to $5,000. To enable us to satisfy legal reporting and other requirements, including filing Form 8300 with the United States Internal Revenue Service, we may require you to give us information, such as your taxpayer identification number, your occupation, and government-issued identification. We reserve the right, at our discretion, to deny or limit acceptance of cash payments from you or to accept cash payments from you in excess of the amount listed above.
Late Payment. If payment is not received in full on an invoice hereunder within fifteen (15) days of the invoice's date, we may charge, and you will pay, interest on the outstanding amount at a rate of 1.5% per month. You will reimburse us for the amount of all expenses we incur, including attorneys' fees and court costs, in exercising or enforcing any of our rights hereunder or under applicable law, together with interest on all such amounts at 1.5% per month (the "Enforcement Costs") within fifteen (15) days of the date of the invoice for such Enforcement Costs.
14. SALES TAX. Like all other remote sellers, Landry Pop Auctions is obligated by law to collect sales taxes on all property sold through or by us in states where we have offices or make more than occasional sales. When this occurs, you will see sales tax included on your invoice. The actual sales tax rate and conditions depend on the state, county, or locale to which the lot will be shipped or where the buyer or buyer's agent takes possession. That means that if you buy property from us, it may be subject the sales tax in the area where you or your agents receive it or take possession of it. Even if we are not obligated to collect sales tax from you, you acknowledge that it is still your responsibility to pay the required use tax on your purchases.
Resale Certificate. If you have a valid resale certificate on file with us, you will be excepted from being charged the Sales/Use tax. Please submit your completed, valid Resale Certificates through your My Account section of our Site.
SHIPMENT
15. YOU ARE RESPONSIBLE FOR SHIPMENT. You are solely responsible for the shipment of any lot you buy from us under this Agreement (aka Purchased Property). The costs of packing, insurance, shipping, and delivery of your Purchased Property are in addition to the Purchase Price for that property. You may pick up the Purchased Property, hire a shipper on your own or hire a shipper we refer to you. You must supply and bring your own packing materials. You will not be permitted to claim or take possession of any lot until the Purchase Price for the lot is paid in full.
Deadlines. You must pay the Purchase Price and remove Purchased Property from our premises no later than 15 days after the Sale Date. You may pick up your Purchased Property from our facilities during our normal business hours, if you provide us at least 24 hours notice to arrange pick-up. Our facilities are open Monday - Friday, from 9:00 a.m. to 5:00 p.m. (local time), but closed on government holidays. Weekend pick-ups may be made by special arrangement and by appointment only.
Shippers. If you choose to ship Purchased Property from our facility, you are solely responsible for the shipment. We will, at your written direction, release your Purchased Property to a third-party shipper to pack and ship it. We will work with any shipper of your choosing. Please make sure your shipper carries insurance. We are not responsible for any damage or loss that occurs while your objects are in another's custody or care. If you choose a shipping method that we have advised against, we may require a waiver from you acknowledging this. For the avoidance of doubt, we will not be responsible for any damage or loss that occurs to a lot once we release it to a third-party shipper.
Referred Shippers. We may, as a courtesy to you and solely at our discretion and your risk, provide or arrange packing, shipping, or similar logistical services, or refer you to third parties who specialize in these services. We may also refer you to shippers who provide quick quotes for packing and shipping upon your payment in full of the Purchase Price for the lot. Any such services referred, provided, or arranged by us are at your sole risk and expense; we assume no responsibility for any act or omission of any party in connection with any such service or reference, and we make no representations or warranties regarding such parties or their services. You expressly release Landry Pop Auctions from any and all liability arising from your use of any third-party services.
International Shipments. All international customs, duties, and other tariffs are your responsibility. We and all third-party shippers will declare the Hammer Price plus the Buyer's Premium as the value of a lot in all cases. You must pay immediately even if you want to export the lot and need an export license.
Oversized Lots. Oversized lots are objects such as furniture, andirons, floor vases, or any other item whose safe packing will exceed the limits of common carriers. The delivery of oversized, large, heavy, or expensive objects is not an inexpensive proposition and we urge you to consider this before bidding.
16. CONSEQUENCES OF LATE PICK-UP OR SHIPMENT. As stated above, you must retrieve your Purchased Property from Landry Pop Auction's facilities within 15 days of the Sale Date. If you fail to retrieve your Purchased Property within thirty (30) days after the Sale Date (such 30-day period, the "Retrieval Period"), we may, without further notice to you, (a) deliver the Purchased Property to you at your expense (and invoice you as Buyer Costs); or (b) continue to store your Purchased Property on our, or a third-party's, premises and charge you a storage fee of $10 per day per lot ("Storage Fee"). You agree to pay all such Storage Fees.
Abandoned Property. Notwithstanding the foregoing, Landry Pop Auctions has no duty to store any lot indefinitely. Any Purchased Property that is still in our possession sixty (60) days after the end of the Retrieval Period (i.e. 90 days after the Sale Date) will be deemed abandoned by you and title to it, to the extent it has passed to you, will pass to us (such abandoned property, "Abandoned Property"). You authorize Landry Pop Auctionst to discard or sell any Abandoned Property and to keep any proceeds from the sale of Abandoned Property. You hereby release Landry Pop Auctions of and from any claims related to such Abandoned Property (including without limitation claims for purchase price refunds, possession of such lot or other damages or losses). You acknowledge and agree that Landry Pop Auctions is not responsible for damage or loss that occurs to Abandoned Property. You agree that this remedy is reasonable in light of the costs Landry Pop Auctions would have to incur to continue to store and process purchased lots after sale.
TITLE AND RISK OF LOSS
17. TITLE. Title and ownership to Purchased Property will not pass to you (or the third-party buyer if applicable) until we have received payment in full of the Purchase Price for a lot.
18. RISK OF LOSS. Notwithstanding passage of title, risk of loss to your Purchased Property passes immediately to you: (a) when you or your agent or a shipper pick-ups and takes possession of it; or (b) on the thirtieth (30th) day after the Sale Date (whichever occurs first). We are not responsible for any damage or loss that occurs to your Purchased Property once risk of loss passes to you or your agent or shipper. Further, if for any reason, you return your Purchased Property back to us, risk of loss remains with you until your Purchased Property is delivered to us at our door.
Exceptions to Risk of Loss. Under no circumstances will Landry Pop Auctions or its insurers be liable for damage caused by changes in humidity or temperature, conditions, or defects inherent to the lot, normal wear and tear, war or acts of terrorism. Payments for loss are limited by the next paragraph entitled Loss Payment Amounts and Limits. Landry Pop Auctions is not responsible for insuring your Purchased Property after the Retrieval Period.
Loss Payment Amounts and Limits. You acknowledge and agree that your sole and exclusive remedy for any loss or damage to your Purchased Property for which Landry Pop Auctions is liable pursuant to this Agreement will be receipt of the amounts prescribed in this Section. Accordingly, for any loss or damage to your Purchased Property for which you have paid the Purchase Price and for which we bear the risk of loss at the time of the event causing the loss, you will be entitled to the following: (a) Total Loss. For a lot that suffers a Total Loss, the lot's Hammer Price and Buyer's Premium. (b) Partial Loss. For a lot that suffers a Partial Loss: (i) if you choose to refrain from repairing or restoring the lot, we will pay either (at our election) (A) the amount of depreciation in value from the Hammer Price as a result of the loss (and you will keep title to the lot); or (B) the lot's Hammer Price and Buyer's Premium (but we or our insurer will take title to the lot); but (ii) if you choose to repair or restore the lot, we will bear the costs to repair or restore the lot, approved by us and our insurer in advance (and you will retain title to the lot).
REMEDIES
19. GRANT OF SECURITY INTEREST. As security for full payment to us of the Purchase Price in accordance with this Agreement, you grant to us a security interest in your Purchased Property (and any proceeds thereof), and in any other property or money of yours in our possession or coming into our possession subsequently ("Security Interest"). We may apply any such money or treat any such property in any manner permitted under the Uniform Commercial Code and/or any other applicable law. You hereby grant us the right to prepare and file any documents to protect and confirm our Security Interest including but not limited to a UCC-1 Financing Statement.
20. BREACH. If you fail to make timely payment as required in this Agreement, or breach any other covenant, representation or warranty in this Agreement, we may, in our discretion, exercise any remedies legally available to us, including, but not limited to, the following: (a) cancel the sale of the lot and any other sale of a lot to you; (b) resell the lot with or without Reserve; (c) retain all amounts you previously paid to us, which will constitute a processing and restocking fee (which you acknowledge would be reasonable in light of the costs we would have to incur to process your breach and attempt to re-auction or resell the lot); (d) reject any bids by you at future auctions; (e) set-off any amounts owed by Landry Pop Auctions to you in satisfaction of unpaid amounts; and/or (f) take any other action we deem necessary or appropriate under the circumstances.
Recission/Voiding Of Sale. If, within 2 years of the Sale Date of Purchased Property, we become aware of a third party's adverse claim relating to the Purchased Property, we may, in our discretion, cancel or rescind the sale. Upon notice of our election to rescind a sale, you will promptly return such Purchased Property to us, at which time we will refund to you the Hammer Price and Buyer's Premium you paid to us for such lot. This refund will represent your sole remedy against us in case of a rescission of sale under this paragraph, and you agree to waive all other remedies at law or equity with respect to the same. If you do not return such lot to us in accordance with this paragraph, you agree to indemnify, defend and hold Landry Pop Auctions, its officers, directors, employees, agents and their successors and assigns, harmless from any damages, costs, liabilities or other losses (including attorney's fees) arising as a result of such third party claim. In addition to the other rights of cancellation contained in this Agreement, we may cancel a sale of Purchased Property before title has passed to you if we reasonably believe that completing the transaction is or may be a violation of this Agreement or unlawful or that the sale places us or the seller under any liability to anyone else.
21. LANDRY POP AUCTION'S DETERMINATIONS. We may in our discretion reject your registration or bid, revoke your bid even if previously accepted, withdraw or divide any lot or combine one or more lots, and resolve any bidding disputes, absolutely and finally. In addition, we reserve the right to hold any Purchased Property if we believe you may be connected to a breach of this Agreement or breach of any agreement with Landry Pop Auctions. If you owe Landry Pop Auctions money for Purchased Property, even if under a different auction or via Private Sale, we may hold the Purchased Property in our possession, resell the Purchased Property and use the proceeds therefrom to retire your other obligations to us. If there is a shortfall, you agree to pay us that shortfall amount.
22. ANTI-MONEY LAUNDERING. Landry Pop Auctions is committed to detect and deter money laundering, to protect our sellers from failed transactions and to promote ethics and fairness in our transactions and those generally in the world of art and design. Accordingly, Landry Pop Auctions may, at our discretion, refuse your participation in our sales, auctions or activities; cancel your registration with Landry Pop Auctions; cancel or refuse to accept your bid at any time prior to, during or even after the close of the sale; and require documentation and information to verify your identity or the identity of the officers, directors or beneficial owners of the entity you represent and to verify the legality of the source and use of funds involved in a potential sale.
SPECIAL PROPERTY
23. COMICS, SPORTS CARDS, TRADING CARDS, VIDEOS, MAGAZINES, BOOKS. Items of pop culture, including comics, sports and other trading cards, videos in VHS or other hard copy format, and magazines, are often graded. When an item is graded, that means that an independent expert has examined the item and assigned it a grade based on the expert's determination of its quality and condition. Grading is generally on a 10-point scale, with 10 being the highest. A graded item is then placed inside a plastic case (also called a "slab"). A graded item cannot easily be read or examined because it is encased in its slab. If you buy a lot that has been graded, we encourage you to not remove it from its slab. Removal of a lot from its slab will void any warranty of every kind and nature respecting that lot.
Landry Pop Auctions uses third-party grading companies for many of our lots. The companies we engage to grade items of pop culture provide independent examination and grading of comics and other items of pop culture. Grading is solely the determination of the grader - other graders may disagree on the grade or determinations made. Landry Pop Auctions is not responsible for differences in opinion between graders on Purchased Property. You agree that we are not responsible or involved in the grading process or the ultimate grade awarded to any item. No Purchased Property may be returned because of its grading, even if you or another person or expert disagrees with the grade awarded to it. There is no guaranty or warranty on the condition of holders, cases or slabs.
Landry Pop Auctions is not liable for any defects or damage to or caused by the grading. You may have recourse for defects or damage through the third-party grading company that certified the grade of the lot you buy - please reach out to the grading company for inquiries.
24. EXPORT, IMPORT | ENDANGERED SPECIES LICENSES AND PERMITS. You are solely responsible for all matters related to the export or import of any lot you buy, including without limitation, complying with any requirements, restrictions, declarations, customs, duties, or any other issues. An export or import license may be required for the export or import of your Purchased Property to your designated destination. It is your sole responsibility to familiarize yourself with International, U.S. Federal and State laws or requirements regarding the necessary export, import, or other permit required. We make no representations or warranties as to whether any lot is or is not subject to export or import restrictions or any embargoes and will have no responsibility with regard to these matters. You represent, warrant and covenant that, before bidding on a lot, you have examined to your satisfaction whether a license is required to bring the lot to your designated destination or any other area of interest to you. It is solely your responsibility to comply with these laws and to obtain any necessary export, import and endangered species licenses or permits. Failure to obtain a license or permit will not justify the cancellation of the sale or any delay in making full payment of the Purchase Price for the lot. We will not rescind the sale of a lot that is transferred to you and later seized by government authorities due to the presence of endangered species material. As a courtesy to clients, we may advise people who inquire about lots containing potentially regulated plant or animal material, but we do not accept liability for errors or for failing to advise on lots containing protected or regulated species. In addition, many countries prohibit or limit the import of property made of or incorporating plant or animal material, such as coral, crocodile, ivory, whalebone, Brazilian rosewood, rhinoceros' horn, Mother of Pearl, or tortoiseshell, irrespective of age, percentage or value. Even if you are unable to bring your Purchased Property to your desired location, you must still comply with all of your obligations around purchasing the lot, including without limitation payment of the Purchase Price and removal of the lot from our facility.
25. JEWELRY. For centuries, natural gemstones have been enhanced in a variety of ways, including heating, oiling, and other methods. These treatments are accepted by the international jewelry and gemstone trade. We make no representations or warranties, express or implied, as to whether natural stones have been treated or enhanced, whether specifically referenced or not. All stones have been identified by standard gemological field tests, as the mounting allows, and we will make available to prospective buyers any gemological certificates in our possession. However, it will not always be feasible to obtain a qualified lab report on every stone we offer for sale. If you wish to have a grading or gemological report from an independent recognized laboratory such as the Gemological Institute of America, the European Gemological Laboratories, or the American Gemological Institute, you may request one at your own expense or hire an independent adviser of your choosing at your expense. Weights given for stones we offer for sale are based solely on measurements and known gemological formulae; they are approximate, not exact. Weight may differ once a stone is removed from its setting. You are advised to verify weight estimates prior to bidding at auction.
26. COINS AND CURRENCY. All coins and currency are sold "as is" by us, except as to authenticity. You acknowledge and agree that grading is not an exact science, but a matter of opinion as to condition and other attributes; and that grading can and will differ among third party grading services (even though consensus grading is employed by most), independent experts, dealers, collectors, and auction houses, including our own. Opinion as to the grading, condition or other attributes of any lots may have a material effect on value. Coins and currency are sold without any additional express or implied warranty, including, but not limited to, (a) grade; (b) referencing the opinion of a third-party grading service; (c) with no reference to the opinion of a third-party grading service; (d) with reference to our opinion as to grading; (e) subsequently submitted to a third-party grading service for determination or certification; (f) encapsulated and therefore unable to be physically examined.
We reserve the right to differ with the grades assigned to any lot, by certificate or otherwise, regardless of the grading service, and will not be bound by any prior or subsequent opinion, determination or certification by third-party grading services including, but not limited to, National Guaranty Company (NGC), Professional Coin Grading Service (PCGS), Paper Money Guaranty (PMG) and Currency Grading and Authentication (CGA) or any other any grading service, third party organization or dealer. There is no guarantee or warranty implied or expressed that the grading standards we use will meet the standards of any grading service at any time in the future. We have graded uncertified coins and currency with reference to the current interpretation of the American Numismatic Association's standards at the time of grading.
We may re-grade any lot for any reasons, including, but not limited to a change of grading standards, differences in opinion, mishandling over time.
We will not be liable for any patent or latent defect or controversy pertaining to or arising from any encapsulated coins or currency. In any such instance, your remedy, if any, shall be solely against the service certifying and you hereby agree that you will have no remedy against us.
Please note that certain types of plastic may react with a coin's metal or transfer plasticizer to notes, causing damage. Avoid storage in materials that are not inert.
27. ARTIST'S RESALE ROYALTY. Occasionally, local law will obligate us to charge and collect an amount of money to compensate the artist for resales of the artist's work. This is called an artist's resale right. When it applies, we will notify you in the lot's Item Page.
WARRANTIES, LIMITS OF LIABILITY & EXCLUSIONS
28. AS IS, WHERE IS. Each lot is sold "as is," "where is," and "with all faults," with no representation or warranty of any kind , express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement, except as expressly stated below in the sections entitled 'Limited Warranty' and 'Authorship Warranty'.
29. WARRANTIES.
Limited Warranty. For each lot, the seller has represented and warranted to us, and represents and warrants to you, that the seller is the owner of such lot or is acting as authorized agent of the owner of the lot and has the right to transfer title to the lot free of all liens, claims, and encumbrances (the "Limited Warranty").
Authorship Warranty. Subject to the following terms and conditions, Landry Pop Auctions warrants, for a period of thirty (30) days after the Sale Date, that a lot's Authorship is true and correct. "Authorship" means the creator, designer, culture, or source of origin of a lot of original comic art or original artwork for a toy, trading card, or game that is specifically identified in BOLD and CAPITAL type in the lot's current catalogue or on the lot's description on the auction's Index Page, but not including supplemental text or information included in any other descriptions. (the "Authorship Warranty").
Warranty Conditions. Notwithstanding the foregoing, each warranty of any kind or nature on any lot sold by Landry Pop Auctions will be subject to the following conditions and limitations:
? Exclusions. The Authorship Warranty specifically excludes the following: (a) Any lot description that states there is a conflict of specialist opinion; (b) Any typographical errors in lot descriptions or catalogue; (c) Any lot description listed as "in the style of", "attributed to", "the school of", "in the manner of", or "after"; (d) Wear on furniture, flakes, surface scratches, or manufacturing flaws in glass or ceramic lots; (e) Any lot for which, at the time of sale, the statements regarding Authorship made by Landry Pop Auctions conform to the generally accepted opinion of scholars, specialists or other experts when published, despite subsequent discovery of information that modifies such generally accepted opinions; (f) If the lot's failure to conform to its Authorship Warranty can only be shown by a scientific process which, on the date we published the Authorship description, was not available or generally accepted for use, or which was unreasonably expensive or impractical, or which was likely to have damaged the lot.
? Buyer Only. The benefits of any warranty under this Agreement are only provided to and available for the original buyer of a lot from Landry Pop Auctions, and not to any subsequent purchasers, transferees, successors, heirs, beneficiaries or assigns of the original buyer. We specifically disclaim any warranty for any person other than the original purchaser of the lot from Landry Pop Auctions.
? IP. Neither the seller nor Landry Pop Auctions makes any warranty or representation, express or implied, as to whether you will acquire any reproduction rights, copyrights, or other intellectual property rights in, or with respect to any lot.
? Mechanical Devices, Clocks and Lights. The description of mechanical devices, gaming units, watches, clocks and lighting devices, whether in the catalogue or a Condition Report, as such descriptions may be incomplete and not identify every mechanical replacement, repair, or defect. The absence of reference to the condition of a mechanical devices, gaming units, watch, clock or lighting device does not imply it to be in working condition or without defects, repairs, restorations, or replacement parts. No warranty is made that any mechanical devices, gaming units or watch is in working condition or without defects, restorations, or working parts. Buyers are advised to check mechanical devices, gaming units or watch works prior to auction.
? Jewelry. The description of jewelry, whether in the catalogue or a Condition Report, is rendered as opinion and not a representation of fact, including, but not limited to, specialist opinion as to authenticity, the enhancement or treatment of gemstones, the weight of gemstones, the country of origin, the authorship or origin (manufacture) of an item, its period or the authenticity of its marks.
30. WARRANTY CLAIMS AND REMEDIES.
How To Make A Claim Under Any Warranty Under This Agreement. To make a claim under a warranty under this Agreement, you must do the following:
? Submit written notice of your claim within sixty (60) days after you become aware of the existence of such a claim, and in any event no later than two (2) years following the Sale Date; and
? For a claim under the Authorship Warranty, submit, at your expense, written opinions of at least two (2) experts (whose principal line of business is the appraisal and authentication of art, antiquities, design objects or other valuable objects similar to the lot), that the lot fails to materially conform to the Authorship Warranty; and
? If we determine you are entitled to a remedy for a breach of warranty, then prior to receiving a refund of any amount of the Hammer Price and Buyer's Premium paid by you to us, you must return the lot to us in the same condition as it was at the Sale Date.
Remedies For Warranties Under This Agreement. Your sole remedies for any violation of a warranty under this Agreement of any kind or nature are the following:
? If we have not yet paid the seller the seller's portion of the Purchase Price, then we will refund your payment of the lot's Hammer Price and Buyer's Premium to you;
? If we have paid the seller the seller's portion of the Purchase Price, then we will either, at our sole option and election:
- refund to you the lot's Hammer Price and Buyer's Premium; or
- make written demand upon the seller for the refund of the portion of the Purchase Price you paid which we paid to the seller and we will refund to you the portion of the Purchase Price which you paid which we retained. If the seller fails to make the refund, we will furnish you with the name and address of the seller and assign all of our rights against the seller to you. You hereby agree that upon this assignment of our rights, we will have no further liability to you or responsibility to pursue your claim against the seller.
31. NO INTERNET DAMAGES. Although we strive to create a smooth online experience for you, technical difficulties arise outside of our control. These include, for example, broadband and other internet capacity constraints, firewalls, errors in the quality or display of digital images, errors in software and other technical problems. You agree that we will not be responsible or liable for any failure to send, receive or place bids due to failures or malfunctions in technology, Internet connection, software, phone connection or our information technology system. IN ADDITION TO THE TERMS SET FORTH ABOVE, NEITHER WE, NOR OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS WILL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED ON THE SITE, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE USER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY.
32. LIMIT OF LIABILITY. IN NO EVENT SHALL LANDRY POP AUCTIONS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR SIMILAR DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, REGARDLESS OF THE CAUSE OF ACTION ON WHICH THEY ARE BASED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING. WITH RESPECT TO ANY SALE OF A LOT, IN NO EVENT SHALL LANDRY POP AUCTIONS BE LIABLE TO YOU OR ANY THIRD PARTY FOR LOSSES IN EXCESS OF THE PURCHASE PRICE PAID BY YOU TO LANDRY POP AUCTIONS FOR SUCH LOT TO WHICH THE CLAIM RELATES. We are not liable for any breach or default by the consignor or seller of a lot or in relation to any terms which are implied into contracts by law and which are the responsibility of the seller of an item.
33. INDEMNITY. You agree to indemnify, defend and hold Landry Pop Auctions, its officers, directors, employees, agents and their successors and assigns harmless from and against any and all claims, actions, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) relating to the breach, or alleged breach, of any of your agreements, covenants, representations or warranties contained in this Agreement.
34. INTELLECTUAL PROPERTY. Landry Pop Auctions and our licensors will retain ownership of our intellectual property rights, including, without limitation, copyright to all photographs or other images of the lot created by us (including of your Purchased Property), as well as rights to the copyrights and trademarks and other images, logos, text, graphics, icons, audio clips, video clips, digital downloads in, and the 'look and feel' of, our Site and each Landry Pop Auctions catalogue. You may not obtain any rights of ownership, use, reproduction or any other therein by virtue of this Agreement. You may not use any of our trademarks or service marks in any way.
35. BUYER'S REPRESENTATIONS AND WARRANTIES. By registering for an auction and submitting a bid, you hereby represent, warrant and covenant:
Legal Status. Either you are bidding on your own behalf or, if you are acting as an agent for someone who is not signing this Agreement, you and the principal are jointly and severally liable for and subject to the terms and conditions hereunder, to the same extent as though you were acting as principal.
Payment. You are paying the Purchase Price out of your own funds.
Information. All information you have provided or will provide to Landry Pop Auctions about yourself, your principal if any, your business, your identity, and your funds will be totally and completely accurate, truthful and complete.
Legal. The purchase of any lot is not being done for illegal purposes or for any anti-competitive purpose or otherwise in violation of this Agreement. Your funds are not and will not be linked to any criminal activity, tax fraud, money laundering or terrorist activities; neither you nor any principal or beneficiary you represent is being investigated for, or has been charged or convicted of, any criminal activity, tax fraud, money laundering or terrorist activities. Your purchase of a lot does not breach any sanctions law.
Notify Us. You will notify us promptly in writing of any events or circumstances that may cause your representations and warranties to be inaccurate or breached in any way.
MISCELLANEOUS
36. GOVERNING LAW. This Agreement and all rights and obligations relating to it will be governed by the laws of the State of New Jersey and specifically excluding conflict of laws principles and the UN Convention on Contracts for the International Sale of Goods.
37. DISPUTE RESOLUTION. Subject to the next section entitled 'ENFORCEMENT COSTS', any dispute, controversy or claim arising out of, relating to, or in connection with this Agreement, or the breach, termination, or validity thereof ("Dispute"), will be resolved, to the extent possible, within forty-five (45) days through discussions held in good faith between appropriate representatives of the Parties. If the Dispute has not been resolved after the 45-day discussion period, either Party may refer the Dispute or claim to American Arbitration Association under its Commercial Mediation Procedures, for mediation in NEWARK, NEW JERSEY for a period of one hundred twenty (120) days. However, if the Dispute is not settled by mediation within the 120-day period, the Dispute will be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Claims will be heard by a single arbitrator, unless the claim amount exceeds $250,000, in which case the dispute will be heard by a panel of three arbitrators. The place of arbitration will be NEWARK, NEW JERSEY. The arbitration and any proceedings conducted hereunder will be governed by the laws of the State of NEW JERSEY, Title 9 (Arbitration) of the United States Code and by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards of June 10, 1958. Hearings will take place pursuant to the standard procedures of the Commercial Arbitration Rules that contemplate in person hearings, though hearings may be conducted virtually with the prior written consent of both parties. Arbitration hearings will take place within 90 days of filing and awards rendered within 120 days. Arbitrator(s) will agree to these limits prior to accepting appointment. Each party will bear its own costs and expenses and an equal share of the arbitrators' and administrative fees of arbitration. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The parties agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges will constitute a waiver by that party to present evidence or cross-examine witness. In such event, the other party will be required to present evidence and legal argument as the arbitrator(s) may require for the making of an award. Notwithstanding any language to the contrary in the contract documents, the Parties hereby agree that the arbitrator's decision will be final and nonappealable. The arbitrator's decision may be entered in any court having jurisdiction thereof.
To opt out of this mandatory arbitration, you must send us a notice within thirty (30) days of your purchase of any property from us by sending an email to [email protected].
38. ENFORCEMENT COSTS. Notwithstanding the previous Section, Landry Pop Auctions may bring a Dispute for Enforcement Costs or in accordance with Section 19 (Grant of Security Interest) in any court having jurisdiction over you. Notwithstanding the foregoing, if Landry Pop Auctions brings an action to enforce this Agreement and/or to collect any sum due and owing to it, Landry Pop Auctions will be entitled to recover (in addition to any other amounts it Is owed) its reasonable attorney's fees, collection agency fees, and cost of proceedings from you, including without limitation its Enforcement Costs.
39. RULES.
No Waiver. Any failure, delay, relaxation, or indulgence by a Party in exercising any power or right conferred on that Party by this Agreement does not operate as a waiver of that power or right unless expressed in writing to be a waiver.
No Reliance. In entering into this Agreement, the Parties have not relied on any representations or warranties about its subject matter except as provided in this Agreement.
Amendments. We may change, modify, amend, or delete all or any part of this Agreement ("Changes"). We will provide notice of Changes by posting them on the Site. All Changes will be effective immediately when we provide notice of them. YOUR CONTINUED USE OF THE SITE, PARTICIPATION IN ONE OF OUR AUCTIONS, OR BIDDING OR PURCHASING ANY LOT FROM US WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT, DO NOT CONTINUE TO USE THE SITE OR PARTICIPATE IN OUR AUCTIONS, OR BID OR PURCHASE ANY LOT FROM US.
Notices. Unless otherwise specified herein, all notices, requests or other communications under or in connection with this Agreement, to or upon the Parties will be made to such addresses and to the persons designated below, or such other people and addresses as provided in writing the receiving Party from time to time, and will be deemed to have been given hereunder only as follows: (a) if delivered by overnight or two-day commercial delivery service, upon receipt as evidenced by the records of such service; (b) if sent by certified or registered mail, seven (7) calendar days after posting it; and (c) if sent by email, one (1) day after the email is sent or immediately once the receiving Party confirms its receipt by reply or other written communication.
Notices to Landry Pop Auctions:
38 Central Street
Millville, MA 01529
Attn: Legal Dept
Email: [email protected]
Notice to You (Buyer):
The address you provide to Landry Pop Auctions during registration or later.
Further Assurances. You will furnish us, upon our request, with any additional information required to comply with applicable law. You will provide us, upon our request, verification of your identity in an appropriate form.
40. INTERPRETATION.
Validity. If a court or an arbitrator finds that any part of this Agreement is not valid, or is illegal or impossible to enforce, that part of this Agreement will be treated as being deleted, and the rest of this Agreement will not be affected.
Entire Agreement. This Agreement hereto constitutes the entire agreement between the Parties with respect to the transactions contemplated hereby and supersedes all prior or contemporaneous understandings and agreements of the Parties (whether written or oral) relating to the subject matter of this Agreement.
Construction. In this Agreement, unless the context otherwise requires: (a) references to sections, exhibits, attachments and schedules are to those in, of and to this Agreement and headings are inserted for convenience only; (b) words importing the plural will include the singular, and vice versa; (c) references to a 'person' will be construed as including references to an individual, company, enterprise, firm, partnership, joint venture, association or organization, whether or not having separate legal personality; (d) use of the word 'will' as an action attributable to a Party means the Party agrees to, will, promises to and covenants to take the actions following or connected to the use of the word 'will;' (e) use of the word 'may' as an action attributable to a Party means that Party has the right, but not the obligation, to take the action following or connected to use of the word 'may;' and (f) references to 'it,' 'its,' 'they,' 'their,' and 'them,' will be construed as including any generic, omni-gender pronoun such as she, hers, her, he, his, him, it, its, they, their and them.
Shipping Terms
SHIPMENT
15. YOU ARE RESPONSIBLE FOR SHIPMENT. You are solely responsible for the shipment of any lot you buy from us under this Agreement (aka Purchased Property). The costs of packing, insurance, shipping, and delivery of your Purchased Property are in addition to the Purchase Price for that property. You may pick up the Purchased Property, hire a shipper on your own or hire a shipper we refer to you. You must supply and bring your own packing materials. You will not be permitted to claim or take possession of any lot until the Purchase Price for the lot is paid in full.
Deadlines. You must pay the Purchase Price and remove Purchased Property from our premises no later than 15 days after the Sale Date. You may pick up your Purchased Property from our facilities during our normal business hours, if you provide us at least 24 hours notice to arrange pick-up. Our facilities are open Monday - Friday, from 9:00 a.m. to 5:00 p.m. (local time), but closed on government holidays. Weekend pick-ups may be made by special arrangement and by appointment only.
Shippers. If you choose to ship Purchased Property from our facility, you are solely responsible for the shipment. We will, at your written direction, release your Purchased Property to a third-party shipper to pack and ship it. We will work with any shipper of your choosing. Please make sure your shipper carries insurance. We are not responsible for any damage or loss that occurs while your objects are in another's custody or care. If you choose a shipping method that we have advised against, we may require a waiver from you acknowledging this. For the avoidance of doubt, we will not be responsible for any damage or loss that occurs to a lot once we release it to a third-party shipper.
Referred Shippers. We may, as a courtesy to you and solely at our discretion and your risk, provide or arrange packing, shipping, or similar logistical services, or refer you to third parties who specialize in these services. We may also refer you to shippers who provide quick quotes for packing and shipping upon your payment in full of the Purchase Price for the lot. Any such services referred, provided, or arranged by us are at your sole risk and expense; we assume no responsibility for any act or omission of any party in connection with any such service or reference, and we make no representations or warranties regarding such parties or their services. You expressly release Landry Pop Auctions from any and all liability arising from your use of any third-party services.
International Shipments. All international customs, duties, and other tariffs are your responsibility. We and all third-party shippers will declare the Hammer Price plus the Buyer's Premium as the value of a lot in all cases. You must pay immediately even if you want to export the lot and need an export license.
Oversized Lots. Oversized lots are objects such as furniture, andirons, floor vases, or any other item whose safe packing will exceed the limits of common carriers. The delivery of oversized, large, heavy, or expensive objects is not an inexpensive proposition and we urge you to consider this before bidding.
16. CONSEQUENCES OF LATE PICK-UP OR SHIPMENT. As stated above, you must retrieve your Purchased Property from Landry Pop Auction's facilities within 15 days of the Sale Date. If you fail to retrieve your Purchased Property within thirty (30) days after the Sale Date (such 30-day period, the "Retrieval Period"), we may, without further notice to you, (a) deliver the Purchased Property to you at your expense (and invoice you as Buyer Costs); or (b) continue to store your Purchased Property on our, or a third-party's, premises and charge you a storage fee of $10 per day per lot ("Storage Fee"). You agree to pay all such Storage Fees.
Abandoned Property. Notwithstanding the foregoing, Landry Pop Auctions has no duty to store any lot indefinitely. Any Purchased Property that is still in our possession sixty (60) days after the end of the Retrieval Period (i.e. 90 days after the Sale Date) will be deemed abandoned by you and title to it, to the extent it has passed to you, will pass to us (such abandoned property, "Abandoned Property"). You authorize Landry Pop Auctionst to discard or sell any Abandoned Property and to keep any proceeds from the sale of Abandoned Property. You hereby release Landry Pop Auctions of and from any claims related to such Abandoned Property (including without limitation claims for purchase price refunds, possession of such lot or other damages or losses). You acknowledge and agree that Landry Pop Auctions is not responsible for damage or loss that occurs to Abandoned Property. You agree that this remedy is reasonable in light of the costs Landry Pop Auctions would have to incur to continue to store and process purchased lots after sale.
Payment Terms
PAYMENT
12. PAYMENT FOR AND COLLECTION OF PURCHASES. If your bid is a Winning Bid, you agree to pay the total "Purchase Price" which includes all of the following: (a) the Hammer Price; (b) the Buyer's Premium; (c) any applicable sales tax; (d) credit card charges or wire fees; and (e) "Buyer Costs" which may include late payment charges, Storage Fees, Enforcement Costs, any amounts due for an artist's resale royalty, and other costs, damages or charges assessed in accordance with this Agreement.
Invoices. All successful bidders will be sent invoices by e-mail (or mail if we do not have an email address on file) shortly following an auction. PAYMENT ON EACH INVOICE FOR A WINNING BID IS DUE ON RECEIPT OF THE INVOICE.
Buyer's Premium. We will charge you a commission on each lot you buy at auction. This commission, called the "Buyer's Premium", is 22% of the Hammer Price. In addition, there may be additional an premium charged by the Bidding Platform through which you successfully bid on the lot.
13. PAYMENT PROCEDURES. You must pay the Purchase Price immediately following our delivery of an invoice to you unless other arrangements are approved by us. Once issued, we may not change the buyer's name on an invoice or re-issue the invoice in a different name.
All payments must be made in US Dollars, in any of the following acceptable forms of payment: (a) check, with acceptable identification; (c) Visa, MasterCard, Discover or American Express; (d) PayPal; (e) bank wire or ACH; and (f) cash subject to the term below in 'Cash Payment Rules'. We charge and collect an additional 2.5% of payments made by credit card. You are responsible for paying bank wire fees.
Payment information may be collected and processed directly by a third party service provider, including without limitation, Braintree, PayPal, Stripe, and Plaid (each a "Payment Service Provider"). We do not retain any credit card information.
By making a payment online via credit or debit card, you: (i) warrant that you are the cardholder; and (ii) acknowledge that we have no liability for your payment not reaching us where, for example, payment is refused or declined by your card supplier.
Cash Payment Rules. We accept payments in cash up to $5,000. To enable us to satisfy legal reporting and other requirements, including filing Form 8300 with the United States Internal Revenue Service, we may require you to give us information, such as your taxpayer identification number, your occupation, and government-issued identification. We reserve the right, at our discretion, to deny or limit acceptance of cash payments from you or to accept cash payments from you in excess of the amount listed above.
Late Payment. If payment is not received in full on an invoice hereunder within fifteen (15) days of the invoice's date, we may charge, and you will pay, interest on the outstanding amount at a rate of 1.5% per month. You will reimburse us for the amount of all expenses we incur, including attorneys' fees and court costs, in exercising or enforcing any of our rights hereunder or under applicable law, together with interest on all such amounts at 1.5% per month (the "Enforcement Costs") within fifteen (15) days of the date of the invoice for such Enforcement Costs.
14. SALES TAX. Like all other remote sellers, Landry Pop Auctions is obligated by law to collect sales taxes on all property sold through or by us in states where we have offices or make more than occasional sales. When this occurs, you will see sales tax included on your invoice. The actual sales tax rate and conditions depend on the state, county, or locale to which the lot will be shipped or where the buyer or buyer's agent takes possession. That means that if you buy property from us, it may be subject the sales tax in the area where you or your agents receive it or take possession of it. Even if we are not obligated to collect sales tax from you, you acknowledge that it is still your responsibility to pay the required use tax on your purchases.
Resale Certificate. If you have a valid resale certificate on file with us, you will be excepted from being charged the Sales/Use tax. Please submit your completed, valid Resale Certificates through your My Account section of our Site.
