Conditions of Sale
The Site
The Site is a platform for the exhibition and sale of artwork and other property. All buyers on the Site must be at least 18 years old and able to form binding contracts under applicable law. You are responsible for all charges incurred under your account. In order to make a purchase, Prohibition Gallery may use the services of third parties. We reserve the right to withdraw the Work from the Site at any time without any liability whatsoever for the withdrawal. Unless agreed otherwise in writing between you and us, we are not responsible to the buyer in any way with respect to the exhibition or sale of any Work on the Site.
Buyer’s Responsibility
Subject to fulfillment of all applicable terms and conditions of this Agreement, when the buyer makes a purchase on the Site the buyer shall immediately pay the total amount due, comprised of the total purchase price of the Work and all applicable taxes and service fees. The buyer may pay by wire transfer, credit card, or ACH only. Credit card and ACH purchases are limited to a total purchase price of $100,000.00. By making a credit card purchase, the buyer irrevocably waives any charge-back rights the buyer may otherwise have under the buyer’s cardholder agreement or otherwise. If a credit card or ACH payment is not approved, the buyer will remain personally liable for the total amount otherwise due. In all cases, payment will not be deemed made until we collect the total amount due in good cleared funds. Title to the Work will pass to the buyer when physical possession of the Work is transferred to the buyer or the buyer’s agent or common carrier. Any claims regarding purchases must be made directly to Prohibition Gallery. The buyer agrees that we may pay commissions to third parties who introduce us to clients or otherwise provide services in connection with the sale.
If the buyer fails to comply with any applicable term or condition of this Agreement, the buyer will be in default, and we will be entitled in our absolute discretion to exercise any or all of the following rights and remedies (in addition to any other rights or remedies available to us at law): (i) to hold the buyer liable for the total amount due, and for interest, commissions on the sale at our regular rates, and any and all legal fees and incidental damages; (ii) to cancel the sale or any other sale to the buyer, retaining as liquidated damages any amounts already paid by the buyer; and/or (iii) to resell the Work publicly or privately as permitted by applicable law, holding the buyer liable for any deficiency between the total amount originally due and the price realized on resale, as well as any costs, expenses, damages and legal fees associated with both sales. By failing to make any payment, the buyer will be deemed to have granted and assigned to us a continuing first priority security interest in any money or other property of or owing to the buyer in our possession, and we shall be entitled to retain and apply such money or other property as collateral security for the buyer’s obligations to us. We will have all rights of a secured party under the California Uniform Commercial Code.
Taxes
The buyer is responsible for paying all sales, use, GST, VAT or other taxes or charges imposed by law (e.g., a resale royalty) which may be imposed in connection with the sale of the Work that we are required to collect under applicable law and shall indemnify, defend and hold harmless (including reasonable attorneys’ fees) Prohibition Gallery from costs associated with any failure to do so. We are required to collect sales tax for any Work delivered in the same State that the Work is currently located in.
Packing and Shipping
We are not responsible for any act or omission of any packer, shipper or common carrier in the packing or shipping of the Work.
Disclaimer of Warranties
Except as provided for in the Certificate of Authenticity that accompanies the Work, neither Prohibition Gallery nor any of our past, present or future direct and indirect parents, subsidiaries, divisions, affiliates, officers, directors, employees, agents, representatives, attorneys, successors, receivers, insurers, guarantors, related companies, interest holders, members, partners, beneficiaries and assigns make any representation of warranty or assume any liability whatsoever with respect to the merchantability, fitness for a particular purpose, description, size, quality, condition, attribution, authenticity, rarity, importance, medium, provenance, exhibition history, literature or historical relevance of the Work, and no information regarding the Work provided on the Site, in a bill of sale or elsewhere will constitute any such warranty of assumption of liability. We are not responsible for any errors or omissions in any information on the Site or elsewhere regarding the Work. The Work is sold “AS IS.” We do not warrant that the buyer will acquire any copyright or other reproduction right to the Work.
Limitation of Liability.
Prohibition Gallery Shall not be liable for any damages, in particular Prohibition Gallery shall not be liable for any special, indirect, consequential, or incidental damages, or damages for lost profits, loss of revenue, or loss of use, arising out of or related to any dispute regarding any Work offered and/or sold on the Site, whether such damages arise in contract, negligence, tort, under statute, in equity, at law, or otherwise, even if Prohibition Gallery has been advised of the possibility of such damages.
Indemnification
Buyer agrees to indemnify and hold Prohibition Gallery and each and all of our past, present or future direct and indirect parents, subsidiaries, divisions, affiliates, officers, directors, employees, agents, representatives, attorneys, successors, receivers, insurers, guarantors, related companies, interest holders, members, partners, beneficiaries and assigns, harmless from any claims, damages, demands or liabilities including attorneys’ fees and costs, arising in any way from your purchase of the Work asserted by any third party, including but not limited your breach of this Agreement, or your violation of any third party right. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to assist and cooperate with us in asserting any available defenses. This indemnification and defense obligation will survive this Agreement.
Law and Jurisdiction.
This Agreement shall be governed by and construed according to the laws of the State of California and the United States, excluding California’s conflicts of laws rules. Any claim or cause of action arising from or related to this Agreement or your use of the Site shall be filed solely and exclusively in an appropriate state or federal court located in Los Angeles County in the State of California, and you irrevocably consent to the personal jurisdiction of such courts and waive any objections you may have to such courts as the sole venue for any such claim or cause of action, including but not limited to any claim that any such court is an inconvenient forum. In the event of any conflict between U.S. and foreign laws, rules and regulations, those of the U.S. will govern. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
Other Terms
No agency, partnership, joint venture, or employment relationship is established as a result of this Agreement. This Agreement, in addition to other written agreements you may enter into with Prohibition Gallery,is the entire agreement and understanding between you and us regarding the purchase of any Work from the Site and supersedes all prior or contemporary communications whether digital, oral or written. If any term or condition of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, that term or condition will be limited or removed to the minimum extent necessary so that this Agreement will otherwise remain fully valid and enforceable. Our failure to enforce or exercise any rights established by this Agreement will not constitute a waiver of any such rights or any other rights under this Agreement. Section headings in this Agreement are included for convenience of reference only and will not limit the scope or effect of any Section.