Asia Art & Antiques Auction

TERMS & CONDITIONS SECTION I: DEFINITIONS, AGREEMENT TO BE BOUND 1.1. Definitions. References to "Dispute" mean any claim, conflict, controversy, disagreement between the Parties arising out of, or related in any way to, these Terms and Conditions of Sale (or any Terms, supplement or amendment contemplated by these Terms and Conditions of Sale,) including, without limitation, any action in tort, contract or otherwise, at equity or at law, or any alleged breach, including, without limitation, any matter with respect to the meaning, effect, validity, performance, termination, interpretation or enforcement of these Terms and Conditions of Sale or any terms contemplated by the terms. References to "Material Breach" mean any breach of these Terms and Conditions of Sale upon the occurrence of which a reasonable person in the position of the non-breaching Party would wish to immediately terminate these Terms and Conditions of Sale because of that breach. References to the "Services" shall mean any and all services offered by us, including but not limited to online auction house services. References to the "Terms" and/or "Agreement," mean this, these Terms and Conditions of Sale as set forth herein. References to "us," "we," "our," "Auction House," and/or "Karbury's" mean Shaw and Associates Investment Corporation d/b/a Karbury's Auction House. References to the "Web site" mean the Web site bearing the URL https://www.karburys.com. References to "you," "Bidder," and/or "User" mean a bidder or purchaser of any property offered for auction via our Services. 1.2. Agreement to be Bound. The following terms and conditions, together with the relevant information set out on the Web site, including any features and services available, such as RSS feeds, podcasts, video and photographs, publications, guides, and other materials are subject to the Terms and Conditions of Sale set forth below. Please read them carefully as any registration as a Bidder or placing of a bid via the Services constitutes acceptance. These Terms and Conditions of Sale are subject to the Privacy Policy, Consignor Agreement, and general Web site Terms and Conditions, which also govern your use of the Web site and the Services. These Terms and Conditions of Sale may be subject to individual item or lot bid conditions, as published together with a catalogue, on our Web site, and/or in a notice at the sale venue, if applicable. The Terms and Conditions of Sale and all contents of the catalogue, as may be amended by posted notices or oral announcements made during the sale, constitute the entire Terms and Conditions of Sale for which property is offered for sale or sold by Auction House and any consignor of such property for whom we act as agent. We reserve the right to change, modify, and add to these Terms and Conditions of Sale. If live online bidding is available for the subject auction, additional Terms and Conditions of Sale relating to online bidding will apply. Unless otherwise stated, Karbury's acts as agent for the seller of the property. The contract for the sale of the property is therefore made between the seller and the Bidder, and Karbury's shall not be a party thereto. By participating in this auction whether on the Internet, absentee bid, or any other means, Bidder hereby acknowledges and accepts to be bound by these Terms and Conditions of Sale. SECTION II: PRE-SALE TERMS 2.1. Right of Refusal. Auction House reserve the right to refuse service to anyone. Auction House has the right, at our complete discretion, to refuse admission to the premises or participation in any auction. 2.2. Items Sold "As Is, Where Is". ALL ITEMS ARE SOLD "AS IS, WHERE IS." NEITHER WE NOR THE CONSIGNOR OF THE ITEM BEING OFFERED FOR SALE MAKE ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS OR CONDITION OF THE PROPERTY OR AS TO THE CORRECTNESS OF DESCRIPTION, GENUINENESS, ATTRIBUTION, PROVENANCE OR PERIOD OF THE PROPERTY. IT IS THE RESPONSIBILITY OF THE BUYER TO ASCERTAIN, BY HIS OWN MEANS, THE CORRECTNESS OF THE ITEM PRIOR TO BIDDING. ALL ITEMS ARE PRESUMED NOT AUTHENTICATED. IF THE BUYER IS NOT SURE ABOUT THE ITEM OR DO NOT AGREE WITH THE TERMS, THEN PLEASE DO NOT BID. BY BIDDING, THE BUYER SIGNIFY THAT BUYER HAVE EITHER CLOSELY EXAMINED THE ITEMS, HAVE CHOSEN NOT TO EXAMINE THEM, OR HAVE HIRED AN INDEPENDENT AGENT TO EXMINE THE ITEM FOR THE BUYER. ALL SALES ARE FINAL. WE DO NOT ACCEPT RETURNS OR GRANT REFUNDS. 2.3. Burden on Bidder to Inspect Items Prior to Bidding. All items are available for examination and inspection prior to sale and all items have not been authenticated. Prospective Bidders should inspect the lot prior to bidding to determine its condition, size and other considerations. Descriptions of items appearing in advertising are believed to be correct and true, and condition reports for each lot are usually available upon request as a courtesy to buyers. Neither Karbury's nor the seller provides any guarantee in relation to the nature of the property. The Auction House is not responsible for any errors or omissions. The Auction House will assert best effort to provide additional information and images to prospective Bidders if requested, necessary, and available. In any case as a condition report is subjective, the Auction House neither guarantee nor imply that no other defects may be present that have not been stated; more so, an absence of condition report does not imply that there are no defects or restorations on a lot. Descriptions or any oral statements made by the Auction House or its representatives concerning any item shall not be construed as a warranty, either expressed or implied. Our printed materials (e.g. partial catalogs, Catalogs, or advertisements) are meant merely as a guide, not a guarantee. All statements contained in the catalog or in any bill of sale, condition report, invoice or elsewhere as to authorship, period, culture, source, origin, measurement, quality, rarity, provenance, importance, exhibition and literature of historical relevance, or physical condition ARE QUALIFIED STATEMENTS OF OPINION AND NOT REPRESENTATIONS OR WARRANTIES. No employee or agent of Auction House is authorized to make on our behalf or on that of the consignor any representation or warranty, oral or written, with respect to any property. 2.4. Bidder Previews. We may offer Prospective Bidders the right to inspect the items offered for sale in person, (a "Bidder Preview."). PROSPECTIVE BIDDERS ARE STRONGLY ADVISED TO EXAMINE PERSONALLY ANY PROPERTY IN WHICH THEY ARE INTERESTED BEFORE THE AUCTION TAKES PLACE. Some items can be large and/or heavy and can be dangerous if mishandled; should you handle any items for viewing on our premises you do so at your own risk. We reserve the right to refuse Bidder Previews to any person at any time in our sole and exclusive discretion. 2.5. Condition Disclaimer. Karbury's Auction House strives to catalog every lot correctly and will attempt to point out any defects, but Auction House shall bear no responsibility for any error or omission. All counts, weights and measurements are approximate. Any condition report given, as a courtesy to a client, is only an opinion and should not be treated as a statement of fact. Condition reports are available upon request. The absence of a condition statement does not imply that the lot is in perfect condition or completely free from wear and tear, imperfections, or the effects of aging. All lots are sold "As is." No statement regarding age, attribution, condition, genre, type, value, or quality of a lot, whether made orally at the auction or at any other time, or in writing in this catalog or elsewhere, shall be construed to be an express or implied warranty, representation, or assumption of liability. All collection sold by Karbury's Auction House is assumed to be "after", "school of", "manner of", or "circle of " and will carry no warranties or guarantees as to authorship or authenticity whether stated or imputed by other parts of this agreement. Buyers are strongly encouraged to conduct their due diligence before bidding. No refunds will be given. Ignorance of terms, regrets, or mistakes by buyer is no excuse to bring action against the auction house or consignor. 2.6. Pre-Sale Estimates. As a convenience to our purchasers, we furnish pre-sale estimates for all materials included in the auctions. These estimates are approximate valuations only and are not to be construed as prices. Bidding normally begins at about one-half the low estimate, but the final bid price may well be less than or more than any estimates printed. We reserve the right to determine the bidding value on any item to start the bidding. SECTION III: BIDDING, TERMS OF SALE 3.1. Right of Withdraw. Auction House reserve the right to withdraw any property before the sale and shall have no liability whatsoever for such withdrawal. We also reserve right to divide and combine lots at any time before such property's auction. Unless otherwise announced by the auctioneer at the time of sale, all bids are per lot as numbered in the catalog and no lots shall be divided or combined for sale 3.2. Reserves. All lots may be offered subject to a reserve, which is a confidential minimum price below which the lot will not be sold, and is agreed to between Auction House and the seller. Auctioneer has the right to bid on behalf of the seller, whether by opening bidding on any lot below the reserve or the auctioneer may continue to bid on behalf of the seller up to the reserve amount, either by placing consecutive bids or placing bids in response to other bidders. If the reserve amount is not met, the Auction House has the right to withdraw the item from the sale. If Auction House has an interest in an offered lot and the proceeds thereof other than our commissions, we may bid therefrom to protect such interest. With respect to lots offered without reserve, the Auctioneer has sole discretion to determine opening bid amount. CONSIGNORS ARE NOT ALLOWED TO BID ON THEIR OWN ITEMS. SHILL BIDDING IS STRICTLY NOT ALLOWED AND SHALL NOT BE TOLERATED. 3.3. Registration Required. All Bidders are required to register pursuant to the Account Guidelines set forth in the general Web site Terms and Conditions. In order to bid on an item or lot, Bidder shall further be required to provide: (1) a valid proof of identification, such as a passport or driver's license, (2) re-sale permit, if applicable, (3) production of bank or other financial references, (4) registration deposit, (5) an authorization for proxy bidding, if appropriate, and (6) any other documentation that we may in good faith require. Only those registrations that are submitted no less than twenty-four (24) hours prior to auction shall be considered for an auction. Registrations submitted less than twenty-four (24) hours before the start of auction are only approved based on the discretion of the Auction House. 3.4. Deposit Required. Typically, a registration deposit is not required. However, we do require a credit card to be retained on file as part of your registration. We will also verify the credit card to confirm that it is a valid and active account. Auction House will charge a $500.00 deposit for absentee and telephone bids, and the deposit will be credited toward any purchases or refunded if no purchases are made. 3.5. Absentee Bids. As a service to those wishing to place bids, we will accept absentee bids without charge in our sole and exclusive discretion. Absentee bids are accepted by Auction House discretion. The absentee bidding form or online request must be received at least twenty-four (24) hours in advance of the auction. Absentee bids must state the maximum bid the Bidder is willing to pay. In the event that identical bids are submitted, the earliest bid received will take precedence; however, to avoid this possibility, Bidder may authorize Auction House to increase a bid by one increment (by placing a plus (+1) beside the maximum bid for the item). In the event a Bidder has authorized incremental bidding, it shall be executed in competition with other Bidders and applicable to any reserve. If an absentee bid is received for item with a reserve, the auctioneer is authorized to open bidding at or consecutively bid to that reserve where the authorized maximum bid amount met or exceed reserve. Auction House will not be held responsible or liable for absentee bids that are missed or otherwise not executed. Cancellation of any absentee bids must be received in writing at least twenty-four (24) hours prior to the start of the auction. Auction House will charge a $500.00 deposit which is credited toward any purchases or refunded if no purchases are made. 3.6. Telephone Bids. As a service to those wishing to place bids, we will accept bids via telephone without charge in our sole and exclusive discretion and staff availability. Telephone bidding forms must be submitted no later than twenty-four (24) hours prior to the auction date. Telephone bids will only be accepted on lots with a low estimate of at least One Thousand U.S. Dollars and No/Cents ($1,000.00.) As telephone and absentee bids are options of convenience to the prospective purchasers, the Auction House maintains that it will not be held responsible for bids that are not sent, received, or executed by the administrator. Cancellation of any telephone bids must be received in writing at least twenty-four (24) hours prior to the start of the auction. Auction House will charge a $500.00 deposit which is credited toward any purchases or refunded if no purchases are made. 3.7. Right of Refusal. We reserve the right to reject a bid from any Bidder, to split any bidding increment, to advance the bidding in any manner the auctioneer may decide, and to refuse bids in the best interest of the Auction House. In the event of any dispute between Bidders, or in the event the auctioneer doubts the validity of any bid, the auctioneer shall have sole and absolute discretion either to determine the successful bidder or to re-offer and resell the article in dispute. If any dispute arises after the sale, our sales records shall be conclusive in all respects. 3.8. Purchase, Hammer Price. Upon the auctioneer's statement of "sold or fall of the auctioneer's hammer," the highest Bidder or authorized agent shall have purchased and acquire title to the offered lot in accordance with and subject to compliance with all of the conditions set forth herein and (a) assumes full risk and responsibility therefor, (b) if requested will sign a confirmation of purchase, and (c) will pay the purchase price in full for all lots purchased. As used herein, the term "hammer price" means the price at which a lot is successfully sold to the highest Bidder. The term "purchase price" means the aggregate of (a) the hammer price, (b) a Buyer's Premium, which shall be added to the winning bid price of each lot purchased, retained by us and payable by the Buyer, (c) any service fees, (d) any credit card convenience fees, and (e) state or local sales tax and/or other applicable taxes unless the Bidder is exempt by law. Sales tax will be applied without exception, unless the winning Bidder provides a valid and current re-sale certificate at or prior to time of payment. For online bids, an additional premium will be added for buyers using www.liveauctioneers.com or www.Invaluable.com. The additional internet fees are charged by the internet companies. 3.9. Payment. Unless otherwise agreed, payments in United States Dollars (USD) are due and payable within three (3) business days following the auction sale. All lots are to be paid for by cash, wire transfer, or major credit card (Visa, MasterCard, Discover, or American Express). A credit card convenience fee will be assessed for payments on Liveauctioneer.com, Invaluable.com, internet and telephone. Whenever the purchaser pays only a part of the total purchase price for one or more lots purchased, we may apply such payments, in our sole discretion, to the lot or lots we choose. Payment will not be deemed made in full until we have collected the funds for all amounts due. Credit card payments are accepted for payments not exceeding $5,000. Wire transfer is required where the payments exceeds $5,000. Auction house shall receive the total sum of the purchase price and other related charges. The Bidder is responsible for all bank charges and transfer fees. In the event the bidder does not contact us to make payment arrangements within three business days, the bidder authorizes Auction House to charge the bidder's credit card on file. Bidder authorizes Auction House to debit the purchase price, shipping and handling, and other related charges to the transaction on bidder's credit card. 3.10. Conditions of Sale. Sold lots may not be transferred. Payment in full is precondition to removal of any item. Any person placing a bid as agent on behalf of another, whether or not such person has disclosed that fact or the identity of the principal, shall be jointly and severally liable with the principal under any contract resulting from the acceptance of a bid. All sales will be completed at the discretion of the Auction House. Auction House reserves the right to cancel any sales and/or deny future transactions with of any Bidder if these Terms and Conditions of Sale are not met. If the foregoing conditions or any other applicable conditions herein are not complied with, in addition to other remedies available to us and the consignor by law, Auction House shall be entitled in our absolute discretion to exercise one or more of the following rights and remedies: (i) right to hold the Purchaser liable for the purchase price and to commence legal proceedings for its recovery together with interest, legal fees, and costs, (ii) cancel the sale, retaining as liquidated damages all payments made by the Purchaser, or (iii) resell the property, either publicly or privately, and in such event the Purchaser shall be liable for the payment of any deficiency plus all costs and expenses of both sales, our commission at our regular rates, all other charges due and incidental damages, (iv) offset any amount which Auction House may owe the Purchaser in any other transaction against the outstanding amount remaining unpaid by the Purchaser, (v) reject any future auction bids made by or on behalf of Purchaser, and (vi) obtain to a deposit from the Purchaser before accepting any further bids. SECTION IV: POST-SALE TERMS 4.1. Property Pick-Up and Shipping. Buyer is responsible for all packing and shipping costs. We do provide in-house shipping service; however, we do not ship all items. For those items that our in-house shipping does not handle, we can provide buyer with a list of shippers. We will not be responsible or liability for the acts or omissions nor any loss or damage to item(s) by the shipper. The property will not be released until payment for the item(s) has been made in full, and the buyer has provided us with a signed release for the item(s). As a courtesy to our Buyers, the Auction House will assist in the packing of lots whenever possible; however, we will not be liable for any damages regardless of the cause. Removal shall be at the expense, liability, and risk of the successful Buyer. The Auction Company shall not be responsible for delivery. We reserve the right to hold purchases pending payment clearance. Lots purchased must be picked up within five (5) calendar days from auction date or the successful Buyer must arrange shipping within (5) calendar days from auction date. The Auction House may accommodate to ship lots, if requested by the purchaser, at the purchaser's expense. Packing and shipping of purchased lots is at the entire risk of the buyer. If we are prevented by fire, theft or any other reason whatsoever from delivering any property to the purchaser or a sale otherwise cannot be completed, our liability shall be limited to the sum actually paid by the buyer and shall in no event include any compensatory, incidental or consequential damages. 4.2. Handling, Storage. If a purchased lot or item is not removed within the pickup period, a storage fee of Five U.S. Dollars and No/Cents ($5.00) per lot per day will be payable to us by the buyer beginning at the close of the Fifteenth (15th) calendar day following the auction sale, and we may thereafter transfer such property to an offsite warehouse at the purchaser's risk and expense. The storage fees are not to exceed the cost of the item sold. If the purchased and paid lot remains uncollected after six (6) months, or when the storage fee exceeds the amount paid for the lot, we shall consider the lot as abandoned, and the lot shall become asset of the Auction House. All sold and unsold lots may be transferred from one location to another from time to time by us, and we shall not be liable for any damages on unclaimed properties during this transportation. 4.3. International Bidders. It shall be Bidder's sole duty and responsibility to settle and comply with all export-import regulations, licenses, permits, duties, and fees relating to the sale and/or delivery of purchased goods. The delay or failure in exporting or delivery of a lot to the successful Bidder due to failure to secure necessary permits or licenses shall not be recognized as a reason to delay remittance of payments and applicable charges or to cancel a sale. 4.4. Refunds, Returns. All items are sold As-Is Where- Is, and all sales are final. Further, we will not be liable for any unfortunate event of loss or breakage on released parcels; the successful Bidder shall be responsible in making a claim from the insurance company and will not be a reason for payment dispute and refund nor rescission of sale. Refunds shall be at the sole discretion of the Auction House, and if refund is granted for any reason, any Buyer's Premium collected by Auction House for that item will also be refunded. SECTION V: DISCLAIMERS; LIMITATIONS OF LIABILITY; INDEMNIFICATION 5.1. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY. (A) YOU AGREE THAT USE OF THE WEB SITE AND THE SERVICES, INCLUDING BUT NOT LIMITED TO MAKING ANY BIDS OR PURCHASING ANY ITEMS, IS AT YOUR SOLE RISK. NEITHER US NOR OUR AFFILIATES NOR ANY RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, WARRANT THAT THE USE OF THE WEB SITE AND/OR THE SERVICES SHALL BE UNINTERRUPTED OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEB SITE AND/OR THE SERVICES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION PROVIDED. (B) ANY DOWNLOADABLE SOFTWARE, PRODUCTS OR OTHER MATERIALS, WITHOUT LIMITATION, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AGAINST INFRINGEMENT, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE BIDDER TERMS AND CONDITIONS OF SALE. (C) ALTHOUGH ALL INFORMATION AND MATERIALS CARRIED ON THE WEB SITE AND VIA THE SERVICES ARE BELIEVED TO BE RELIABLE, WE MAKE NO REPRESENTATIONS, NEITHER EXPRESSLY NOR IMPLIEDLY, AS TO THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF THE WEB SITE AND/OR THE SERVICES. (D) IN NO EVENT SHALL WE, OUR AFFILIATES NOR ANY RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION, PERSONAL INJURY OR DEATH, PROPERTY DAMAGE, REPUTATIONAL HARM, OR LOSS OF INFORMATION OR DATA, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE WEB SITE AND/OR THE SERVICES, ANY INTERACTIONS WITH ANOTHER USER, AND/OR ANY SALES OR TRANSACTIONS. (E) WE DISCLAIM ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR PERSONALLY-IDENTIFIABLE INFORMATION. BY UTILIZING THE WEB SITE AND THE SERVICES YOU ACKNOWLEDGE AND AGREE TO OUR DISCLAIMER OF ANY SUCH LIABILITY. IF YOU DO NOT AGREE, YOU SHOULD NOT ACCESS OR OTHERWISE UTILIZE THE WEB SITE OR THE SERVICES. (F) OUR LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF OUR AFFILIATES AND ANY RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS AND LICENSORS TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00,) WHICHEVER IS GREATER. IN THE EVENT WHERE AUCTION HOUSE DEEMED THAT A REFUND TO THE BUYER IS WARRANTED, THE BUYER'S SOLE AND EXCLUSIVE REMEDY AGAINST AUCTION HOUSE AND THE SELLER, IN PLACE OF ANY OTHER REMEDIES THAT MIGHT BE AVAILABLE, IS THE CANCELLATION OF THE SALE AND THE REFUND OF THE ORIGINAL PURCHASE PRICE AND BUYER'S PREMIUM PAID FOR THE LOT. IF THE PROCEEDS ALREADY BEEN PAID TO THE SELLER, BUYER AGREES THAT AUCTION HOUSE SHALL NOT BE LIABLE TO BUYER FOR THE PROCEEDS RECEIVED BY THE SELLER AND SHALL SEEK REFUND FOR THE PROCEEDS DIRECTLY FROM THE SELLER. AUCTION HOUSE WILL REFUND BUYER THE BUYER'S PREMIUM RECEIVED FROM THE TRANSACTION. AUCTION HOUSE OR THE SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT NOR FOR INTEREST. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. The above limitations shall survive these Terms and Conditions of Sale and inure to the benefit of us and our affiliates and respective directors, officers, members, employees, contractors, parents, subsidiaries, agents, Third-Party content providers and licensors. 5.2. INDEMNIFICATION. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD US HARMLESS, AS WELL AS OUR AFFILIATES AND ANY RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, FROM AND AGAINST ALL CLAIMS, SUITS, AND EXPENSES, INCLUDING ATTORNEYS' FEES, ARISING OUT OF OR RELATED TO (A) YOUR USE OF THE WEB SITE AND/OR SERVICES; (B) YOUR NONCOMPLIANCE WITH OR BREACH OF THIS AGREEMENT; (C) YOUR VIOLATIONS OF ANY THIRD-PARTY RIGHTS, INCLUDING THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS; OR (D) THE UNAUTHORIZED USE OF THE WEB SITE AND/OR SERVICES BY ANY OTHER PERSON USING YOUR INFORMATION. We shall provide notice to you promptly of any such claim, suit, or proceeding and may assist you, at your expense, in defending any such claim, suit or proceeding. SECTION VI: GOVERNING LAW; ARBITRATION 6.1. Governing Law. These Terms and Conditions of Sale shall be governed and construed in accordance with the laws of the state of California without regard to its conflicts of law provisions. You agree to submit to the personal jurisdiction of the courts located in San Bernardino County, California, and any cause of action that relates to or arises from these Terms and Conditions of Sale and/or the Web site and/or the Services must be filed therein unless subject to the binding arbitration provisions of Section 6.2, infra. 6.2. Arbitration. The Parties agree that any dispute concerning, relating, or referring to these Bidder Terms and Conditions and/or the Web site and/or the Services shall be resolved exclusively by binding arbitration in accordance with the substantive laws of the state of California and shall be brought for arbitration in San Bernardino County, California, pursuant to the rules of the American Arbitration Association. The arbitrator and not any federal, state, or local court or agency shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, conscionability, or formation of this contract, including but not limited to any claim that all or any part of this contract is void or voidable. Nothing herein prevents either Party from seeking any interim injunction it deems necessary in order to preserve the status quo prior to the resolution of any dispute, in any jurisdiction. SECTION VII: MISCELLANEOUS 7.1. Server Location; International Transfer. We operate globally so it is necessary to transfer your information internationally. In particular, your information will likely be transferred to and processed by our Hostgator servers located in Utah, Texas and other locations as determined by Hostgator. The data protection and other laws of other countries may not be as comprehensive as those in your country. Please be assured that we take reasonable steps to ensure that your privacy is protected. By using the Web site and/or the Services you consent to your information being collected, used and transferred as set forth in the Privacy Policy. 7.2. Authority. Each Party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such Party and enforceable in accordance with its Terms. 7.3. Waiver. Any waiver of a right under these Terms and Conditions of sale shall only be effective if agreed or declared in writing. A delay in exercising a right or the non-exercise of a right shall not be deemed a waiver and shall not prevent a Party from exercising that right in the future. The rights and remedies herein provided are cumulative and not exclusive of any rights and remedies provided by law. 7.4. Force Majeure. We shall not be bound to meet any obligation if prevented from doing so as a consequence of acts of God or force majeure, including but not limited to measures taken or imposed by any government or public authority or in case of any other event beyond the control of us, including but not limited to natural disasters (such as storm, hurricane, fire, flood, earthquake), war, civil unrest, terrorist activities, states of emergency, government sanctions, embargos, nationalizations, strikes and breakdowns of public utilities (such as of electricity or telecommunication services). We shall use all reasonable efforts to notify you of the circumstances causing the delay and to resume performance as soon as possible, both without undue delay. 7.5. Assignment. We shall have the right to assign and/or transfer these Terms and Conditions of Sale and our rights and obligations hereunder to any Third Party after notifying you as provided for herein. You agree and acknowledge that you shall not assign or transfer its rights or sub-contract or delegate the performance of any of its obligations under these Terms and Conditions of Sale without our prior written consent in our sole and exclusive discretion. 7.6. Rights of Third Parties. These Terms and Conditions of Sale do not give any right to any Third Party unless explicitly stated herein. 7.7. Relationship of the Parties. The Parties are independent contractors under these Terms and Conditions of Sale, and nothing herein shall be construed to create a partnership, joint venture or agency relationship between them. Neither Party has authority to enter into Terms of any kind in the name of the other Party. 7.8. Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect. 7.9. Communications Decency Act. For the avoidance of doubt, you acknowledge that we are a provider of an interactive computer service and not a publisher under Section 230 of the Communications Decency Act of 1996, and therefore not responsible for any Submissions. 7.10. California Users and Residents. Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Karbury's must be sent to our agent for notice to: info@karburys.com. Lastly, California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. 7.11. Notices. Except as explicitly stated otherwise, any notices shall be given by postal mail to us at Karbury's Auction House, 5670 Schaefer Avenue, Unit N, Chino, California 91710. For registered Users, notices shall be given to the email address you provide to us (either during the registration process or when your email address changes). Notice shall be deemed given twenty-four (24) hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to us upon Account registration. In such case, notice shall be deemed given three days after the date of mailing. 7.12. Updates & Effective Date. The effective date of these Terms and Conditions of Sale is this 5th day of June 2018. From time to time, we may update these Terms and Conditions of Sale by prominently posting a notice of update to the Web site and contacting you at the email you provided upon registration, so we encourage you to review them often.