For a valuable consideration, the sufficiency of which is hereby acknowledged, The Great Gatsby’s Auction Gallery, Inc., a Georgia Corporation (“Great Gatsby’s”) and the party designated below as “Bidder” herewith agree as of the date designated below in the space marked, “Date Stamp”, to the following terms and conditions with respect to Bidder’s participation in the auction conducted by Great Gatsby’s on the date(s) indicated:
1. Property Sold As Is without Warranty or Representation. Bidder acknowledges and agrees that all property is sold “AS IS” – “WHERE IS”, and neither Great Gatsby’s nor any consignor to Great Gatsby’s makes any warranties or representations of merchantability or of the correctness of any description or the physical condition, size quality, rarity, importance, medium, provenance or historical relevance of the property auctioned and sold. All references and descriptions of the property in any auction flier or brochure and any oral statements made by the auctioneer or employees of Great Gatsby’s are intended for informational purposes only and should not be relied upon as creating, and do not create any warranty or representation by Great Gatsby’s or any consignor.
BIDDERS ARE ADVISED BY GREAT GATSBY’S TO CAREFULLY INSPECT THE PROPERTY BEFORE BIDDING.
2. Copyrights and Reproduction Rights. Great Gatsby’s does not represent that Bidder acquires any copyrights or reproduction rights in and to any property purchased by Bidder at the auction. Bidder is advised to consult his/her attorney with respect to intellectual property rights.
3. Terms and Provisions Respecting Conduct of the Auction. Great Gatsby’s and Bidder agree that
- the highest bidder acknowledged by the auctioneer will be the purchaser of the goods or property;
- in the event of any dispute between bidders or in the event of doubt on Great Gatsby’s part as to the validity of any bid, the auctioneer will have the final discretion either to determine the successful bidder or to re-offer and resell the goods in dispute;
- the record kept by Great Gatsby’s of the result of the auction shall be conclusive as to any dispute between bidders or with a bidder which occurs after the sale of goods;
- some goods or lots may be subject to reserve prices set either by Great Gatsby’s or the consignor of the goods, and accordingly, Great Gatsby’s or its agents may bid on such goods or lots to prevent the same from being sold below the reserve prices;
- Great Gatsby’s or its agents may purchase for its own account or the account of the consignor any goods or lots which are the subject of reserve prices and which fail to bring at auction such reserve prices;
- on the fall of the hammer or by announcement of the auctioneer, title to the offered lot will pass to the highest bidder acknowledged by the auctioneer;
- Great Gatsby’s shall have full discretion to refuse any bidding, to divide any lot, to combine any two or more lots and to withdraw any lot prior to taking bids on said lot;
- in cases where two or more items are sold, the bid price shall be multiplied by the number of pieces sold unless otherwise announced by the auctioneer at the time of sale;
- in Great Gatsby’s discretion, Great Gatsby’s may accept and execute pre-auction, order bids and telephone bids as a convenience to customers who are not, or will not be present at the auction;
- Great Gatsby’s is not responsible for any errors or omissions in connection with such pre-auction, order bids or telephone bids;
- no transfer of rights or obligations with respect to purchase at the auction shall be valid; and
- all purchases are subject to the collection of Georgia sales tax in the amount of eight percent (8%) from the successful bidder unless the successful bidder is exempt under Georgia law.
4. Risk of Loss. Bidder agrees that if Bidder becomes the purchaser of goods in the auction, Bidder shall assume full risk and responsibility for loss of such goods.
5. Payment for Auction Purchases. Bidder herewith irrevocably promises to pay to Great Gatsby’s at or before the close of the auction at which a purchase is made the full purchase price announced by the auctioneer for each article of property purchased by Bidder plus a “Buyer’s Premium” of twenty-three percent (23%) of such purchase price. All payments shall be in U.S. dollars, in cash, cashier’s check drawn on a bank acceptable to Great Gatsby’s, MasterCard, Visa, or American Express, the latter if paying in person with card present, or in such other form as is acceptable to Great Gatsby’s in its sole and absolute discretion.
6. Grant of Security Interest. To secure the payment of all sums which shall become due under this Agreement, Bidder herewith grants Great Gatsby’s a first priority security interest in and to all property purchased by Bidder at the auction(s) (the “Collateral”). Great Gatsby’s shall have the right to retain possession of all goods purchased by Bidder until Great Gatsby’s shall be paid in full for all purchases made by Bidder. Accordingly, Bidder shall not be entitled to receive possession of any item until all items are paid for in full.
7. Remedies with Respect to Collateral upon Failure to Pay. In the event Bidder fails to timely pay Great Gatsby’s as provided in this Agreement, Great Gatsby’s shall have all of the rights of a secured party under the Uniform Commercial Code of the State of Georgia with respect to the Collateral, including without limitation, the right to dispose of such Collateral, in bulk or piecemeal. Great Gatsby’s shall be under no duty to exercise any or all of the rights and remedies given by this Agreement, and Bidder shall not be discharged from its obligations to Great Gatsby’s under this Agreement (a) should Great Gatsby’s agree to suspend the right to enforce any of the obligations of Bidder hereunder or Great Gatsby’s interest in the Collateral, or (b) should Great Gatsby’s extend, in whole or in part, the time for payment of any of Bidder’s obligations hereunder, or exchange, substitute, compromise or surrender entirely any Collateral now or hereafter held. No forbearance or indulgence, including without limitation permitting Bidder to take possession of one or more items comprising the Collateral prior to payment in full for all purchases made by Bidder, shall operate as a waiver of any right or remedy of Great Gatsby’s or obligation of Bidder, and no single or partial exercise by Great Gatsby’s of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy unless Great Gatsby’s shall otherwise agree in writing. Great Gatsby’s shall be entitled to invoke any remedy available to Great Gatsby’s by law or in equity and enforce any such remedy against Bidder despite said forbearance or indulgence.
8. Remedies with Respect to Indebtedness upon Failure to Pay. In the event of a default by Bidder in its obligation to make timely payment of all sums due Great Gatsby’s hereunder, Great Gatsby’s (a) shall be entitled to recover late charges from Bidder equal to one and one-half percent (1 ½ %) of the unpaid purchase price for each month or fraction thereof that such purchase price remains unpaid; and (b) shall be entitled to recover from Bidder all costs of collection including fifteen percent (15%) of the principal and late fees as attorneys fees if the indebtedness is collected by an attorney at law.
9. Removal of Purchased Goods. Bidder agrees to remove all goods which it has purchased at the auction from Great Gatsby’s premises no later than ten (10) business days following the auction. Bidder shall become liable to Great Gatsby’s for storage charges of $5.00 per day per item of property for any property not removed within such time. Bidder agrees that Great Gatsby’s is not responsible for any acts or omissions of third parties in packing and shipping Bidder’s goods, such packing and shipping being the sole responsibility and risk of Bidder even if the party employed by Bidder was suggested or recommended by Great Gatsby’s.
10. Refusal of Admittance and Termination of Right to Bid. Bidder acknowledges that the auction covered by this Agreement is a private event in which Great Gatsby’s shall have the absolute right to determine in its sole discretion who may be admitted to the auction and who may be permitted to become a bidder. NO ONE UNDER THE AGE OF 21 WILL BE PERMITTED TO BECOME A BIDDER. Bidder agrees and acknowledges that Great Gatsby’s reserves the right to terminate the rights of Bidder hereunder for any reason in its sole and absolute discretion.
11. Limitation of Liability. Bidder agrees and acknowledges that the liability of Great Gatsby’s to Bidder shall be limited to the amount Bidder shall have paid for any items purchased by Bidder at the auction covered by this Agreement.
12. Entire Agreement. Bidder and Great Gatsby’s agree that this Agreement shall constitute the entire agreement between the parties and shall supersede any prior oral or other agreements respecting the matters covered herein. This Agreement may not be modified except (a) by a writing signed by both parties or (b) by an oral notification of such modification made by Great Gatsby’s auctioneer at the time of sale. Time is of the essence of this Agreement.
13. Jurisdiction, Venue, Jury Trial and Governing Law. Bidder and Great Gatsby’s agree that the Superior Court of Dekalb County Georgia or the United State District Court for the Northern District of Georgia, Atlanta Division (in diversity cases) shall have jurisdiction and venue of any dispute hereunder, and the parties herewith consent to such jurisdiction and venue. To the extent permitted by law, the parties herewith waive their right to trial by jury in any litigation arising hereunder. This Agreement, having been made and entered into in the State of Georgia, shall be construed under the laws of the State of Georgia.