Confluence of Design

Conditions of Sale Effective March 11, 2026 Stair Galleries & Restoration, Inc. offers each item of property (a “lot” or “lots”) for sale at auction subject to and under these terms and conditions as may be amended from time to time (“Conditions of Sale”). In these Conditions of Sale, “we,” “us,” “our,” and “STAIR” mean Stair Galleries & Restoration, Inc., a New York corporation, and “you,” “your,” “buyer,” “purchaser,” “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 STAIR will sometimes be called a “Party” and, together, “Parties”). By registering to bid or bidding at auction, you agree to be bound by these Conditions of Sale. Please review these Conditions of Sale carefully. WELCOME TO STAIR 1. AGREEMENT. By registering to bid, bidding, or purchasing a lot from STAIR, whether in person, by absentee bid, through an agent, online on stairgalleries.com or third-party Bidding Platform, you hereby enter into, agree to be bound by and to comply with these Conditions of Sale. These Conditions of Sale govern the relationship between you, as a bidder or buyer, on the one hand, and STAIR and sellers, on the other hand. You acknowledge that STAIR acts as an agent for the seller, unless otherwise indicated on a lot’s Lot Page, catalogue entry or announced at the time of auction. Your Bid Is an Offer. Any bid you submit can and may be the Successful 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 these Conditions of Sale. Subject to fulfillment of all conditions set forth in these Conditions of Sale, on the fall of the auctioneer’s hammer, the contract between the consignor and the purchaser is concluded. If your bid is the highest bid accepted by the auctioneer, you become contractually bound to buy the lot in accordance with that bid and these Conditions of Sale. 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. 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. 2. REGISTRATION & VERIFICATION. To bid in an auction, you must create an account with us at least 24 hours before an auction begins and register for that auction. Once you have an account with us, you will only need to register for each future auction in which you plan to bid by 12pm ET on the day prior to the auction. Once you have registered for an auction, you will receive an email from STAIR confirming that you have been approved to bid in that auction. Once approved, you may participate in the approved auction by bidding live in person, online on stairgalleries.com, by phone, or online through a third-party Bidding Platform, or prior to the auction by leaving an absentee bid. Please see “Bidding” below for different ways for you to bid. Verification of Your Identity. As a condition of bidding in an auction we may require you to do all or any of the following: For individual clients: Verify your identity and your principal place of residence by providing us with a government-issued photo identification such as a driver’s license or passport, and if not shown on the identification, proof of address of your residence such as a utility bill or bank statement. For corporate clients: Provide your certificate of incorporation or equivalent document(s) showing your name and registered address together with documentary proof of directors and beneficial owners and their verification of identity as specified above for individual clients. For trusts, partnerships, and other business structures: Provide documents related to the trust, partnership or other business structure as may be requested by us. For bidding agents: Provide a letter signed by the principal authorizing the agent to bid on behalf of the principal, as well as the foregoing documents as may be requested by us for the agent as well as the principal. Verification Activities. Verification activities may be handled by third parties who specialize in remote verification of people and companies. 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, 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 or the verification activities of those third parties. Minimum Deposits, Credit Card Information and Other Credit Information May Be Required. We may require you, as a bidder, to: (a) provide an initial deposit of a portion of the low estimate; and (b) grant us the right to charge your credit card all or a portion of the selling price on or immediately after the date of the auction. We may also require other credit-related information. OUR AUCTIONS 3. LIVE AUCTIONS. Auctions conducted by STAIR are live auctions. 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 Successful Bid. We may, at our option, refuse admission to our premises or decline to permit participation in any auction or to reject any bid. Our Role As Auctioneer. At auction, we serve as the auctioneer and will lead and conduct the auction. The auctioneer shall have the sole and absolute discretion and shall exclusively determine the conduct of any auction, including, without limitation, whether, when and/or if to advance the bidding, to reject any bid, to withdraw any lot, to reoffer and resell any lot, and to resolve any dispute in connection with a sale. We reserve the right, in our sole discretion at any time before bidding commences, to withdraw from auction, combine or divide any lot for any reason and with no liability whatsoever for such withdrawal, combination or division. 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. We maintain records related to each auction. We may videotape and record proceedings at any auction. Unless we agree otherwise in writing, you may not videotape or record proceedings at any auction. If any dispute arises after the sale, our sale record is conclusive. 4. HOW WE CONDUCT OUR AUCTIONS Reserve. We may offer some of the lots subject to a reserve, which is the confidential minimum price below which the lot will not be sold (the “Reserve”). A representative of STAIR will execute such reserves by bidding on behalf of the consignor. The auctioneer may open the bidding on any lot below the Reserve. We prohibit sellers from bidding on their own lots. The Successful Bid. Unless the auctioneer decides to use the auctioneer’s discretion as set out in Section 3 above, when the auctioneer’s hammer strikes, we have accepted the last bid. The highest bidder acknowledged by the auctioneer shall be the purchaser. Subject to fulfillment of all conditions set forth in these Conditions of Sale, on the fall of the auctioneer’s hammer, the contract between the consignor and the purchaser is concluded, and if you are the successful bidder, you will pay us the total Purchase Price (which includes the final Hammer Price, the Buyer’s Premium, applicable sales tax, and any Buyer Costs) and assume any other obligations as set forth in these Conditions of Sale. Title in a purchased lot will not pass until we have received in full the total Purchase Price in cleared funds. Notifying You Of Your Successful Bid. If you have the Successful Bid, you will receive an email from us after the auction with an invoice. You may also view your purchases on your online account at stairgalleries.com. Auction Results. Auction results will be available on our website at stairgalleries.com after each auction. 5. INFORMATION ABOUT LOTS. Each auction will have its own page on our website where you can see all lots in the auction – we will refer to it as an auction’s “Sale Page”. Each lot in an auction will have its own page on our website where you can see relevant information about the lot. – we will refer to it as a lot’s “Lot Page”. Estimates. Low and high estimates for a lot will be listed on the Sale Page and the Lot Page on our website. Estimates are intended as a guide to potential bidders. Estimates are based on the condition, rarity, quality and provenance of the lots and on prices recently paid at auction for similar property. Estimates can change. Estimates are preliminary only and are subject to revision by us from time to time in our sole discretion. Neither you, nor anyone else, may rely on any estimates as a prediction or guarantee of the actual selling price of a lot or its value for any other purpose. Lot Descriptions and Images. The Lot Page for a lot on our website will display the description and image of the lot. These descriptions may not be exhaustive or represent all information about a lot. Our description of any lot in the catalogue, any condition report and any other statement made by us (whether orally or in writing) about any lot, including about its nature or condition, artist, period, materials, approximate dimensions, or provenance are our opinion only and may not be relied upon as a statement of fact. We do not carry out in-depth research of the sort carried out by professional historians and scholars. Any description of a lot’s dimensions and weights is approximate. Any reference to condition in the description of a lot will not amount to a full description of its condition and may not describe all faults or restoration. Images may not show a lot clearly. Colors and shades may look different in print or on screen to how they look upon physical inspection. No description or report about a lot is a substitute for your own first-hand inspection of a lot. STAIR and the consignor are not responsible for errors and omissions in the lot descriptions on the Lot Page, catalogue, third-party Bidding Platforms, or any supplemental material. Condition. The condition of lots sold in our auctions can vary widely due to factors such as age, previous damage, restoration, repair and wear and tear. Their nature means that they will rarely be in perfect condition. Lots are sold “as is,” in the condition they are in at the time of the sale, without any representation or warranty or assumption of liability of any kind as to condition by STAIR or by the seller. Condition reports may be available from STAIR prior to the sale to help you evaluate the condition of a lot but will not amount to a full description of condition of the lot. Condition reports are provided free of charge as a convenience to our buyers and are for guidance only. They offer our opinion but they may not refer to all faults, inherent defects, restoration, alteration or adaptation because our staff are not professional restorers or conservators. For that reason, condition reports are not an alternative to examining a lot in person or seeking your own professional advice. STAIR assumes no responsibility for errors or omissions contained in any such report, a STAIR catalogue or other description of a lot. Any statements made by us with respect to a lot, whether in a condition report, a catalogue or on our website, 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 frame that accompanies any lot. Preview, Inspection & Due Diligence. Pre-auction viewings are open to the public free of charge. Our specialists may be available to answer questions at pre-auction viewings or by appointment. Lots are made available for viewing and inspection by you prior to auction. It is your obligation, before bidding on any lot, to 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. If you are planning to bid on a lot, you should inspect it personally or through a knowledgeable representative before you make a bid to make sure that you accept the description and its condition. We recommend you get your own advice from a restorer or other professional adviser. BIDDING 6. BID INCREMENTS. Bids at auction usually increase in Bid Increments as follows: BID INCREMENT $0 $25 $200 $50 $500 $100 $3,000 $250 $5,000 $500 $10,000 $1,000 $30,000 $2,500 $100,000 $5,000 * additional increments will be at the discretion of the auctioneer. Bidding generally starts below the low estimate and increases in Bid Increments. The auctioneer shall have the sole discretion to determine the opening bid. The auctioneer may reject nonconforming bids. However, since the auctioneer regulates the bidding, the auctioneer may change the Bid Increments in the auctioneer’s discretion. If we receive an Absentee Bid that does not conform to the Bid Increments, we may round down your Absentee Bid to the nearest Bid Increment. 7. BIDDING IN AN AUCTION. To bid at our auction, you must create an account with us and then register for the auction. Auctioneer accepts bids from: Online bidders through stairgalleries.com; Bidders in the saleroom; Telephone bidders; Online bidders using a third-party Bidding Platform if available; Absentee bids (also known as left bids or commission bids) left with us by a bidder before the auction. Bidding Live During an Auction. Online on stairgalleries.com. You may bid live online on stairgalleries.com by logging into your Stair Galleries account and registering to bid. In Person Bidding. You may bid in person at our gallery in Hudson, New York. Phone Bids. In our discretion, we may accept telephone bids, as a convenience to clients who are not present at auctions. If you wish to place your bid by telephone, please contact us prior to the date of the auction. We will accept bids by telephone for lots only if we have staff available to take the bids. We are not responsible for any errors or omissions in connection with any telephone bid. Telephone bidding calls may be recorded. By bidding on the telephone, you agree that we may record our conversations. Online via Third-Party Bidding Platform. STAIR may also offer the clients the opportunity to bid live online via third-party Bidding Platforms. Please see Section 8 below for additional terms. If you bid online via a third-party Bidding Platform, you agree to be bound by Section 8. Leaving an Absentee Bid Before the Auction. Absentee Bids. Once the catalogue for an auction is posted on our website, you can bid on one or more lots in that auction by leaving an Absentee Bid. Absentee Bid forms are available from STAIR or on our website at stairgalleries.com. Confirmation of Absentee Bids. We must receive your Absentee Bid form at least twenty-four (24) hours prior to the commencement of the auction. We will confirm your Absentee Bid via email. 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 Bids. We will confidentially execute your Absentee Bids on your behalf, up to the maximum bid indicated in your Absentee Bid. If your bid is not at the Bid Increment, we will round down to the nearest Bid Increment. Absentee Bids are executed at our discretion as a convenience to our clients who are not present at our auctions. We assume no responsibility for failure to execute any Absentee Bid, or for errors or omissions made in connection with the execution of any such bid. We will take reasonable steps to carry out Absentee Bids at the lowest bid price, subject to the Reserve, but will not be liable if we fail to do so. You Must Cancel Conflicting Bids. 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. Manage Your Bids Online. You can manage all your current bids online on our website under your account pages. Warranty of Bidder. By participating in the sale, you represent and warrant that any bids placed by you or on your behalf are not the product of any collusive or other anti-competitive agreement and are otherwise consistent with federal and state antitrust law. 8. THIRD-PARTY INTERNET BIDDING SERVICES AND PLATFORMS. Our auctions may be available via online third-party bidding platforms to collect or facilitate auction bids (“Bidding Platforms”). Each Bidding Platform may levy its own commission or premium for its services and have its own rules on fees and how to bid and buy online using these Bidding Platforms. Bidding Platform may require that the bidder pay and arrange shipping through such Bidding Platform. If you bid successfully through a Bidding Platform, you will be charged, in addition to STAIR’S Buyer’s Premium, any premium or fee charged by the Bidding Platform. STAIR has no control over, and assumes no responsibility for, the content, privacy policies, practices or terms and conditions of any Bidding Platform. Your dealings with a Bidding Platform are solely between you and such Bidding Platform. We encourage you to read and familiarize yourself with the terms and conditions and privacy policy of any Bidding Platforms that you visit. By participating in a STAIR auction via any Bidding Platform, you acknowledge that you are bound by these Conditions of Sale as well as the additional terms and conditions as set out by the Bidding Platform. You expressly release STAIR 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 STAIR 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 inaibilty to use, these Bidding Platforms. We may discontinue or add any or all Bidding Platforms at our discretion. 9. Receipt Of Bids. Your bid will be time logged with the date and time that it is received by us. If there is more than one bid for a lot in the same amount, the first bid received by STAIR 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 by us. PAYMENT 10. PAYMENT FOR PURCHASES. If your bid is a Successful Bid, you agree to pay the total “Purchase Price” which includes all of the following: (a) the Hammer Price; (b) the Buyer's Premium (which includes buyer’s premium charged by STAIR and premium or similar fee charged by a third party Bidding Platform); (c) any applicable sales tax (on hammer price and buyer’s premium); and (d) “Buyer Costs” which may include late payment charges, Storage Fees, any amounts due for an artist's resale royalty, and other costs, damages or charges assessed in accordance with these Conditions of Sale. The purchaser’s obligation to pay immediately the total Purchase Price is absolute and unconditional and is not subject to any defenses, setoffs or counterclaims of any kind whatsoever. Invoices. All successful bidders will be sent invoices by e-mail following an auction. Payment of each invoice is due immediately upon receipt of invoice. Buyer’s Premium. STAIR will charge you a commission, called the “Buyer’s Premium”, on each lot you buy at auction. The Buyer’s Premium charged by STAIR is 31% on the hammer price of a lot up to and including $50,000. For any hammer price exceeding $50,000, the buyer’s premium is 31% on the portion of the hammer price up to and including $50,000, plus 25% on the portion that exceeds $50,000. If you successfully bid online through a third-party Bidding Platform, any additional premium charged by the third-party Bidding Platform through which you successfully bid on the lot is added to the invoice as part of the total Buyer’s Premium. 11. PAYMENT PROCEDURES. You must pay the total Purchase Price immediately upon delivery of an invoice to you. We will only accept payment from the registered bidder on the lot. STAIR reserves the right to refuse to accept payment from a source other than the buyer of record. 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 (personal or business check certified by a US bank, with acceptable identification, a cashier’s/banker’s check drawn on a US bank or US money order); (b) major credit cards; (c) bank wire or ACH; and (f) cash subject to the term below in ‘Cash Payment Rules’. The purchaser agrees to pay STAIR a handling charge for any check dishonored by the drawee. You are responsible for paying bank wire fees. A credit card payment is accepted for purchases of $40,000 or less. Payment information may be collected and processed directly by a third party service provider. We do not retain any credit card information. Cash Payment Rules. We accept payments in cash in US currency not to exceed $9,999. 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. Late Payment. If payment is not received in full on an invoice in accordance with these Conditions of Sale, in addition to any remedy set forth in Section 20 below and other remedies available to us by law, we reserve the right to impose, ten (10) days of from the date of the auction, a late charge of 1.5% per month of the outstanding amount. In addition, you will reimburse us an amount equal to all expenses we incur, including attorneys' fees and court costs, in exercising or enforcing any of our rights hereunder or under applicable law. 12. SALES TAX. STAIR is obligated by law to collect sales taxes on all property sold through or by us in states where we have offices, make more than occasional sales or are otherwise obligated by law to collect sales tax. Unless exempted by law, the purchaser will be required to pay New York, New Jersey or Connecticut state and local sales tax, as applicable, or any applicable sales tax in any other jurisdiction in which STAIR may be required to collect sales tax. The actual sales tax rate depends on the state, county, or locale to which the lot will be shipped or where the purchaser or purchaser’s agent takes possession. Any Purchased Property collected from STAIR in Hudson, New York will be subject to New York State and Columbia County Sales Tax. Even if we are not obligated to collect sales tax from you, you acknowledge that it is still your responsibility to pay the required compensating use tax on your purchases. Resale Certificate. If you have a valid resale certificate on file with us, you may be exempt from being charged sales tax. Please submit your completed, valid New York State ST-120 (Resale Certificate) to us. RELEASE AND COLLECTION/SHIPMENT 13. RELEASE OF PROPERTY. Property purchased from STAIR by a successful bidder will not be released to the purchaser or the purchaser’s shipper until the full payment of the total Purchase Price (which, as stated in Section 10 above, includes, but is not limited to, the Hammer Price, Buyer’s Premium, all applicable sales tax, and Buyer Costs) has been made. It is the purchaser’s sole responsibility to arrange to collect or ship the Property and to identify and obtain any necessary export, import, endangered species or other permit for the lot. STAIR and the consignor make no representations or warranties as to whether any lot is or is not subject to export or import restrictions or embargoes. STAIR is not obligated to release a lot to the purchaser or the purchaser’s shipper until total Purchase Price has been paid and title to the lot has passed to the purchaser. The purchaser must remove all Purchased Property from STAIR’S auction premises at their expense no later than ten (10) days after the date of the auction. STAIR’S liability for loss or damage to sold property shall cease ten (10) days after the date of the auction. 14. COLLECTION OF PROPERTY. You may pick up your Purchased Property from our premises in Hudson, New York once the total Purchase Price has been paid to us in good and clear funds. Only the registered successful bidder or its authorized agent (confirmed by the purchaser in writing) may pick up the Purchased Property. 15. SHIPMENT. You may arrange for shipment of your Purchased Property. The costs of packing, insurance, shipping, and delivery of your Purchased Property are your responsibility. Neither you nor your shipper will be permitted to claim or take possession of any lot until the total Purchase Price for the lot is paid to us in full in good and clear funds. Shippers. If you choose to ship Purchased Property from our premises, 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 not be responsible for any damage or loss that occurs to the Property after we release the Property to a third-party shipper or while your Property is in another’s custody or care. International Shipments. All international customs fees, taxes, duties, tariffs and other similar costs are your responsibility. You must pay the total Purchase Price immediately after the sale even if you plan to export the lot and need an export license. 16. CONSEQUENCES OF LATE PICK-UP OR SHIPMENT. As stated above, the purchaser must remove all Purchased Property from STAIR’S auction premises within ten (10) days of the date of the auction the day following the auction by 1:00 pm. If you fail to retrieve your Purchased Property within ninety (90) calendar days after the date of the auction, we reserve the right, without further notice to you, to charge you a minimum storage and handling charge of $5 per lot per day. STAIR also reserves the right to send the Property to a public warehouse for the account and at the risk and expense of the purchaser. The purchaser will be subject to the third-party storage warehouse’s standard terms, and such Property to be released only after payment in full of all removal (including transport and administration fees), storage, handling, insurance and any other costs incurred, together with payment of all other amounts due to us. If you have paid for the lot in full but you do not collect the lot within ninety 90 calendar days of payment, we may charge you New York sales tax for the lot. TITLE AND RISK OF LOSS 17. TITLE. Title to Purchased Property will pass to the successful bidder upon our receipt of payment of the total Purchase Price for such Property in full in good and clear funds. 18. RISK OF LOSS. Risk of loss or damage to your Purchased Property passes to you immediately upon the earlier to occur of the following: (a) when you, your agent or a shipper pick-ups and takes possession of the Purchased Property; or (b) on the tenth (10th) day after the date of the auction. We are not responsible for any damage or loss that occurs to your Purchased Property once risk of loss passes to you. REMEDIES 19. GRANT OF SECURITY INTEREST. As security for full payment to us of the total Purchase Price in accordance with these Conditions of Sale, you will be deemed to have granted and assigned to STAIR a continuing security interest of first priority in your Purchased Property (and any proceeds thereof), and in any other property or money of yours in our possession, custody or control or coming into our possession, custody or control subsequently, in each case whether at the time of the auction, the default or acquired at any time thereafter (“Security Interest”). We may retain and apply any such property or money as collateral security for the obligations due to STAIR or treat any such property in any manner permitted under the New York Uniform Commercial Code or any other applicable law. We shall have all the rights accorded a secured party under the New York Uniform Commercial Code. You hereby agree that we may prepare and file any documents to protect and confirm our Security Interest including but not limited to financing statements under the New York Uniform Commercial Code without your signature. 20. BREACH. If you fail to make timely payment as required in these Conditions of Sale, or fail to comply with or breach any other condition, covenant, representation or warranty in these Conditions of Sale, you shall be in default and, in addition to all legal remedies available to STAIR and the consignor by law, including, without limitation, the rights to hold the purchaser liable for the total Purchase Price, including all fees, charges and expenses more fully set forth in these Conditions of Sale, we may, in our discretion and at our option, 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 privately or at auction with or without Reserve, for the account of the purchaser, in which case the purchaser shall be liable to STAIR for all its costs and damages, including the commissions for both auctions and the private sale; (c) retain all amounts you previously paid to us as liquidated damages; (d) remove the property to a public warehouse for the account and at the risk and expense of the purchaser; (e) reject any bids by you at future auctions; (f) set-off any amounts owed by STAIR to you in satisfaction of unpaid amounts; (g) charge interest at such rate as we shall reasonably select, or (h) effect any combination of these remedies. In any case, the purchaser will be liable for any deficiency and any and all costs, handling charges, late charges, expenses of both sales, our commissions on both sales at our regular rates, legal fees and expenses, collection fees and incidental damages. Payment will not be deemed to have been made in full until we have collected good and clear funds. In the event that the purchaser fails to pay any or all of the total Purchase Price for any lot and STAIR nonetheless elects to pay the consignor any portion of the sale proceeds, the purchaser acknowledges that STAIR shall have all of the rights of the consignor to pursue the purchaser for any amounts paid to the consignor, whether at law, in equity, or under these Conditions of Sale. 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 STAIR, 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. STAIR’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 STAIR. If you owe STAIR 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 satisfy your other obligations to us. If there is a shortfall, you agree to pay us that shortfall amount. 22. ANTI-MONEY LAUNDERING. STAIR may, at our discretion, refuse your participation in our sales, auctions or activities; cancel your registration with STAIR; 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. EXPORT/IMPORT; SPECIAL PROPERTY 23. EXPORT, IMPORT/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 total Purchase Price for the lot. 24. ENDANGERED SPECIES LICENSES AND PERMITS. Some lots may be made of or may include materials from endangered or protected species of wildlife. It is the responsibility of the bidder to check on relevant customs laws and regulations before bidding to determine if a license is required to export or import such Lot. Failure to obtain a license or permit does not obligate us to cancel the sale or permit late payment for the lot. It is solely your responsibility to comply with these regulations and obtain any necessary endangered species licenses or permits. 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 total 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. 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. 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 Page. WARRANTIES, LIMITS OF LIABILITY & EXCLUSIONS 27. AS IS, WHERE IS. Except as expressly stated below in the Condition entitled ‘Seller’s Warranty’, each lot is sold “AS IS” and “WHERE IS”, without any representations or warranties by STAIR or the seller, express or implied, oral or written, as to merchantability, fitness for particular purpose, attribution, authenticity, the correctness of the catalogue or other description of the physical condition, size, quality, rarity, importance, medium, frame, provenance, period, age, date, exhibitions, literature or historical relevance of any property and no statement anywhere, whether made in the catalogue, salesroom posting or announcement, invoice, condition report or elsewhere, shall be deemed such warranty, representation or assumption of liability. You understand that each lot has been previously handled, transported and owned by others, which means that it may not be in perfect condition. Prospective bidders should inspect the property before bidding to determine its condition, size, and whether it has been repaired or restored. Condition statements by STAIR, whether appearing in the catalogue, online, or at a person’s request, should not be relied upon as statements of fact and do not constitute a representation, warranty, or assumption of liability by STAIR. STAIR and the consignor are not responsible for errors and omissions in the lot description in the Lot Page, catalogue, third-party Bidding Platform or any supplemental material. As far as we are allowed by law, all warranties and other terms which may be added to these Conditions of Sale by law are excluded. 28. WARRANTIES. Seller’s 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 “Seller’s Warranty”). If Seller’s Warranty is incorrect, the seller shall not have to pay more than the total Purchase Price paid by you to us. The seller will not be responsible for any reason for loss of profits or business, expected savings, loss of opportunity or interest, costs, damages, other damages or expenses. The seller gives no warranty in relation to any lot other than as set forth above and, as far as is allowed by law, all warranties from seller to you, and all other obligations upon the seller which may be added to this agreement by law, are excluded. Warranty Conditions. Notwithstanding the foregoing, each warranty of any kind or nature on any lot sold by STAIR will be subject to the following conditions and limitations: Limits of our liability. We are not responsible to you for any reason (whether for breaking our agreement in these Conditions of Sale or any other matter relating to your purchase of, or bid for, any lot) other than in the event of fraud or fraudulent misrepresentation by us or other than as expressly set out in these Conditions of Sale, and we do not give any representation or warranty with respect to any lot as set forth in Condition 26 above. The Seller’s Warranty contained in Section 28 above are their own and we do not have any liability to you in relation to those warranties. Buyer Only. The benefits of any warranty under this Agreement are only provided to and available for the original buyer of a lot from STAIR, 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 STAIR. Intellectual Property. Neither the seller nor STAIR makes any representation or warranty, express or implied, that the biuyer will acquire any reproduction rights, copyrights, or other intellectual property rights in, or with respect to any lot. Watches, Clocks and Lights. The description of watches, clocks and lighting devices, whether in the catalogue or a Condition Report, may be incomplete and not identify every mechanical replacement, repair, or defect. The absence of reference to the condition of a 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 watch, clock or lighting device is in working condition or without defects, restorations, or working parts. Buyers are advised to check watch works, clocks and lighting devices 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. 29. WARRANTY CLAIMS AND REMEDIES. How To Make a Claim Under Any Warranty Under These Conditions of Sale. To make a claim under a warranty under these Conditions of Sale, you must 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. 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 These Conditions of Sale. If, in spite of the terms in Sections 27 and 28 of these Conditions of Sale, we are found to be liable to you for any reason, we shall not have to pay more than the Hammer Price and Buyer’s Premium you have paid to us for the lot. We will not be responsible or liable to you for any reason for any loss of profits or business, loss of opportunity or value, expected savings or interest, costs, other damages or expenses. 30. NO LIABILITY FOR TECHNICAL DIFFULTIES. You should be aware that technical difficulties may arise in connection with certain services we may provide such as telephone or online bidding or streaming of auctions. These difficulties may include broadband and other internet capacity constraints, firewalls, errors in the quality or display of digital images, errors in software and other technical problems. Bids placed online, whether through stairgalleries.com or third-party Bidding Platform, may experience technical limitation in timing, and bids placed online may be received by STAIR fraction of a second after the fall of the hammer. You agree that we will not be responsible or liable for any failure to send, receive or place bids due to limitations, 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 cause or duration, for any errors, inaccuracies, omissions or other defects in, or untimeliness of inauthenticy of, the information contained on our website, or for any delay or interruption in the transmission thereof to the user, or for any claims or losses arising therefrom or occasioned thereby. 31. LIMITATION OF LIABILITY. IN NO EVENT SHALL STAIR BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SIMILAR DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, REGARDLESS OF THE CAUSE OF ACTION ON WHICH THEY ARE BASED. WITH RESPECT TO ANY SALE OF A LOT, IN NO EVENT SHALL STAIR BE LIABLE TO YOU OR ANY THIRD PARTY FOR LOSSES IN EXCESS OF THE HAMMER PRICE AND BUYER’S PREMIUM PAID BY YOU TO STAIR 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. 32. INDEMNITY. You agree to indemnify, defend and hold STAIR, 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. 33. COPYRIGHT. STAIR owns the copyright in all images, illustrations and written material produced by or for STAIR, including contents of our catalogues unless otherwise noted in the catalogue, relating to a lot (including of your Purchased Lot). You cannot use them without our prior written permission. We do not offer any guarantees that you will gain any copyright or other reproduction rights to any lot. STAIR reserves the right to reproduce any image of the lots in any catalogue. 34. BUYER’S REPRESENTATIONS AND WARRANTIES. By registering for an auction and submitting a bid, you hereby represent and warrant that: 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. Agent. Where you are bidding on behalf of another person: (i) you have conducted appropriate customer due diligence on the ultimate buyer(s) of the lot(s) in accordance with all applicable anti-money laundering and sanctions laws, consent to us relying on this due diligence, and you will retain for a period of not less than 5 years the documentation evidencing the due diligence. You will make such documentation promptly available for immediate inspection by an independent third-party auditor upon our written request to do so; (ii) the arrangements between you and the ultimate buyer(s) in relation to the lot or otherwise do not, in whole or in part, facilitate tax crimes; (iii) you do not know, and have no reason to suspect, that the funds used for settlement are connected with, the proceeds of any criminal activity, including tax evasion, or that the ultimate buyer(s) are under investigation, or have been charged with or convicted of money laundering, terrorist activities or other crimes. Payment. You are paying the total Purchase Price out of your own funds. Information. All information you have provided or will provide to STAIR about yourself, your principal, if any, your business, your identity, and your funds are 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 these Conditions of Sale. Your funds used for settlement are not and will not be linked or connected to any criminal activity, including tax evasion, 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, terrorist activities or other crimes. 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 35. GOVERNING LAW. These Conditions of Sale and all rights and obligations relating to it, including, without limitation, bidders’, the purchasers’ and our respective rights and obligations hereunder, will be governed by the laws of the State of New York. 36. DISPUTE RESOLUTION. By bidding at an auction, whether present in person or by agent, order bid, telephone, online or other means, all bidders including the purchaser shall be deemed to have consented to the exclusive jurisdiction of the state courts of Columbia County, State of New York, and the federal courts sitting in Albany County, State of New York. 37. OTHER TERMS. No Waiver. No failure or delay to exercise any right or remedy provided under these Conditions of Sale shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. No Reliance. You confirm that you have not relied on any representations or warranties about any subject matter set forth in these Conditions of Sale except as provided in these Conditions of Sale. Amendments. We may change, modify, amend, or delete all or any part of these Conditions of Sale from time to time in our sole discretion by posting notices, making announcements during the sale or on STAIR website at stairgalleries.com. It is your responsibility to review these Conditions of Sale and our website for any changes. Your continued use of the STAIR website, participating in one of our auctions, or bidding on or purchasing any Lot from us will constitute your acceptance of such changes. If you do not agree to any changes to these Conditions of Sale, do not continue using STAIR website, participate in our auctions or bid on or purchase any Lot from us. Notices. Unless otherwise specified herein, all notices, requests or other communications under or in connection with these Conditions of Sale, 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 STAIR: Stair Galleries & Restoration, Inc. 549 Warren Street Hudson, New York 12534 Email: info@stairgalleries.com Notice to You (Buyer): The address you provide to STAIR on our website. Further Assurances. You will furnish us, upon our request, with any additional information required to comply with applicable law. 39. INTERPRETATION. Validity. If a court finds that any part of these Conditions of Sale is not valid, or is illegal or impossible to enforce, that part of these Conditions of Sale will be treated as being deleted, and the rest of these Conditions of Sale will not be affected. Entire Agreement. These Conditions of Sale are STAIR and the consignor’s entire agreement with the purchaser and any bidders of property being offered. They may be amended by posted notices or announcements made during the sale or on our website.   DEFINITIONS. The following words and expressions will have the meanings given them below when used in this Agreement: “Absentee Bid” has the meaning given in Section 7. “Bidding Increments” are the price increments by which bids at auction usually increase, as set forth in Section 6.. “Bidding Platforms” has the meaning given in Section 7. “Buyer Costs” has the meaning given in Section 10. “Buyer’s Premium” has the meaning given in Section 10. “Condition Report” is a report on the physical condition of a lot as more fully described in Section 5. “Hammer Price” means the price for a lot submitted by the last bidder and acknowledged by the auctioneer as the Successful Bid. “lot”; “lots” has the meaning given in the Preamble. “Lot Page” has the meaning given in Section 5. “Purchase Price” has the meaning given in Section 1. “Purchased Property” means any lot you have agreed to purchase from or through STAIR under these Conditions of Sale. “Reserve” has the meaning given in Section 4. "Sale Page" has the meaning given in Section 5. “Security Interest” has the meaning given in Section 19. “Successful Bid” is the last accepted bid by the auctioneer as more fully described in Section 4.

If you have not contacted STAIR to arrange payment within 3 days of the time that invoice is sent, we will charge the credit card you used to register for the auction for the amount of your invoice.

Online purchases from STAIR may be subject to sales tax. Please see the following for more details. If you are tax-exempt, you can submit your tax-exempt certificate to prevent the collection of tax. Learn more about tax-exemption.