Common Sale Terms and Conditions Of Duchess Auction
The agreement herein is defined by the parameters and stipulations ("Purchaser's Regulations," "Transaction Specifications," "Regulations," or comparable references) between the individual or entity bidding, purchasing, or representing the purchaser ("Bidder," "Acquirer," "Delegate," "Bidder/Acquirer/Delegate," "you," or other similar references), and DUCHESS AUCTION LLC ("Duchess Auction," "our organization," "us," or alike references), serving as the auction house, for the transaction involving the asset(s) ("Assets") in this auction.
Your engagement in the auction as a bidder, buyer, or delegate, and your utilization of Duchess Auction's digital, printed, and intellectual resources are governed by these parameters. When you're interacting with any digital resource, inclusive but not limited to websites, mobile apps, or online bidding interfaces ("digital resource"), owned either by Duchess Auction or an external party, supplemental regulations may come into play and shall be communicated or made accessible by the owner of the resource.
We reserve the exclusive right to periodically modify these current Regulations, without any obligation to give advance notice. Any changes will be communicated to you via post, electronic mail, online notification, or any other medium we deem appropriate. By participating in the auction, or by accessing, utilizing, placing a bid, or making a purchase on any digital platforms, you are demonstrating your agreement and commitment to abide by these Regulations, in addition to any other rules imposed by the digital platform you're using.
The entirety of these Rules and Regulations, inclusive of any modifications enacted by Duchess Auction through disseminated or displayed alerts and/or spoken declarations during the sale, form the comprehensive terms and conditions under which the Asset specified in the catalogue will be made available for purchase or will be sold by Duchess AUCTION LLC and any consigner of such an asset for whom we act as a representative.
These Rules and Regulations will apply to the successors and transferees of all bidders and/or buyers and will be to the advantage of our successors and assignees. Any waiver, amendment, or alteration of the rules outlined here, apart from disseminated or displayed alerts and/or oral declarations during the sale, will not be applicable to us or our successors or assignees, unless stated explicitly in writing and authenticated by a Duchess Auction official.
1. Definitions
The ensuing definitions are employed throughout these Rules and Regulations: Final Bid: The term 'Final Bid' refers to the ultimate and successful bid, confirmed by the striking of the gavel (hammer) during the live auction.
Aggregate Payment: This term represents the total sum comprised of the Final Bid, the buyer's surcharge (which we will keep for our records and is payable by the victorious bidder/buyer), any related charges and costs owed to us, and any relevant taxes.
Authorized Duchess Auction Representative: This term is exclusively and solely used to denote Anna Lin, the CEO of Duchess Auction.
2. Purchaser's Surcharge
The following surcharges will be added to the buyer's total, and owed to Duchess Auction, in addition to the Final Bid:
23% surcharge on the initial $300,000
20% surcharge on the amount ranging from $300,001 to $1,000,000
3. Bid Increments
USD $0 – $100 by $10
USD $100 – $500 by $25
USD $500 – $1000 by $50
USD $1,000 – $2,000 by $100
USD $2,000 – $5,000 by $250
USD $5,000 – $10,000 by $500
USD $10,000 – $20,000 by $1,000
USD $20,000 – $30,000 by $2,000
USD $30,000 – $50,000 by $2,500
USD $50,000 – $100,000 by $5,000
USD $100,000 – $200,000 + by $10,000
USD $200,000+ by $20,000
4. Condition of Property, Authenticity, Depiction, and Assurance
4.1 Property Sold "As Is". Every property item is sold "As Is", devoid of any warranty or depiction, either express or implied, by us, that any Property is fit for trade or appropriate for any use. The absence of a Property condition report does not suggest any specific condition. Any statements in this catalogue, on our website, any digital platform, any materials, any condition report, any invoice, or anywhere else related to this sale ("Disseminated Materials"), regarding source, authorship, origin, condition, history, era, culture, quality, significance, rarity, and/or historical relevance are expressions of opinion and should not be perceived as statements of fact. Duchess Auction bears no liability for any error or omission in any statement in Disseminated Materials. The lack of a condition statement does not suggest that the lot is in perfect condition or free from wear and tear, flaws, or signs of aging.
4.2 Property Available for Inspection and Condition Reports Upon Request. The obligation to inspect and/or request additional photographs, videos, and/or condition reports for any Property you intend to bid on, prior to the day of the sale, rests with you. Duchess Auction shall not be held accountable or liable for providing such information to you in time for the sale. While photographs are intended to indicate condition, Duchess Auction bears no responsibility for their accuracy. Colors and shades may appear different on screen than in physical inspection, and images may not clearly show the condition of a lot. All bidders and buyers should rely exclusively upon their own in-person inspection.
4.3 Certificates of Authenticity. Occasionally, for specific lots on offer, Duchess Auction may obtain certificates of authenticity from the designer and/or manufacturer, when feasible and practical, at our sole discretion and judgement. However, not all designers and manufacturers issue certificates upon request. If you, as the winning bidder, attempt to procure such a certificate from a designer and/or manufacturer and are unable to, you acknowledge and agree that this will not be grounds to nullify the sale. Moreover, you accept all associated risks in the purchase of the lot(s) that you bid for and win, and will not hold Duchess Auction accountable for any costs, expenses, losses, liabilities, and/or damages as a result of such events.
4.4 Gemological Certificates and Reports. Duchess Auction does not vouch for and disclaims any responsibility for the precision of the information contained in any gemological reports and/or certificates. Duchess Auction uses these reports and/or certificates as an indication of condition but does not treat them as factual. Please be aware that, whether or not a gemological report or certificate is provided with an auction lot, Duchess Auction cannot guarantee that any stone offered for sale is not laboratory-created. Additionally, different laboratories may have varying assessments (including but not limited to origin, type, and degree of treatment), so certificates and/or reports from different laboratories may contain differing results.
Should a buyer obtain a gemological laboratory certificate or report from a different laboratory than the one employed by Duchess Auction following a sale, Duchess Auction will not be liable for any discrepancies among certificates or reports. Occasionally, Duchess Auction will assure certain characteristics for a gemstone offered for sale, and often, the sale depends on the receipt of a certificate confirming such characteristics. In such cases, Duchess Auction will clearly and explicitly state the terms of the guarantee.
4.5 Timekeepers. Duchess Auction does not guarantee the operational condition of any timekeeper. All timekeepers are sold without warranty. Duchess Auction endeavors to identify substantial damage and record such damage in catalog descriptions, whenever possible. However, Duchess Auction provides no guarantee as to the accuracy and completeness of any condition report of any timekeeper. Catalog descriptions and condition reports may not necessarily encompass all faults, imperfections, or restorations conducted on the timekeeper. There are no assurances that watches in water-resistant cases are currently water-resistant. Most watches have been opened to ascertain the type and quality of movement. As a result, watches with water-resistant cases may not be waterproof, and we suggest having them inspected by a proficient watchmaker before use. Furthermore, the absence of a condition report does not suggest that any lot is in perfect condition or free from wear and tear, flaws, or the effects of aging. All bidders and buyers have the responsibility to perform their own in-person inspection.
4.6 Estimated Gemstone Weights. Certain gemstone weights are gauged using techniques that produce approximate measurements. The values yielded by these techniques and reported in the catalog descriptions should be considered as rough estimates and not relied upon as precise measurements.
5. Auction Processes, Procedures, and Platforms
5.1 Auctioneer’s Rights and Permissions. The auctioneer reserves the right to sell, pass, withdraw, or advance a lot in any way they see fit and may break down any bid increment for any lot at any time, all at their sole discretion. The auctioneer also reserves the right to, for any reason deemed necessary, particularly in the event of doubt regarding the validity of a bid or a bidder, reject any bids, from any bidder, for any Property, at any sale and at any time. In case of a bidding dispute, the auctioneer has the final say in selecting the winning bidder, canceling the sale, reintroducing a previously withdrawn lot, reopening and reoffering a previously passed lot, and/or reselling or re-passing the disputed lot. Any post auction disputes will be resolved by reviewing our sales records, which shall act as the definitive record and shall be conclusive in all respects.
5.2 Property Withdrawal, Lot Consolidation/Division, and Lot Re-Sequencing. We hold the right to, at our sole discretion and for any reason we deem necessary, withdraw any property from any sale at any time prior to the sale of the property, divide property of a lot into multiple lots for sale, consolidate multiple lots into fewer lots for sale, or rearrange the sequence of lots. You agree to hold Duchess Auction harmless for any such actions. Unless the auctioneer announces otherwise 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.
5.3 Reserves. Unless otherwise indicated, all lots in the catalog are subject to a reserve. A reserve is a confidential minimum hammer price at which a lot can be sold. Any lots offered without reserve will be labeled “NO-RESERVE LOT” above the lot number. The reserve cannot exceed the lot's low estimate.
5.4 Estimates. Estimates are based on the condition, rarity, quality, and provenance of the lot and on similar property's recent auction prices. Estimates are subject to change. No party may rely on any estimate as a prediction or guarantee of the selling price of a lot or its value for any other purpose. Estimates do not include the buyer’s premium or any other applicable taxes or charges.
5.5 Consignor Integrity. Under no circumstances can any consignor or their representatives bid on their own items. If such an event occurs, the consignor will be subject to all applicable penalties, and Duchess Auction will be granted full authority to resolve the matter using any means and methods contractually and legally permitted, as outlined in the Master Consignment Agreement.
5.6 Bidding By Representative. If you wish to have a representative bid on your behalf, you must first seek and gain Duchess Auction's express written approval. You and your Representative shall agree to and be bound by these Terms and Conditions. Furthermore, the Bidder and/or Buyer agree to be held liable for their Representative's actions under these Terms and Conditions. In such a case, we will need the Buyer’s and/or Bidder’s signature on a letter of authorization, which Duchess Auction will provide upon request.
5.7 Absentee Bidding, Phone Bidding, and Online Bidding Not Guaranteed. We may allow and execute absentee bidding, including written bids, telephone bidding, and internet bidding, as a convenience to you if you are unable or prefer not to attend the auction in person. We are not responsible for any errors or omissions related to this type of bidding in any way. You further agree to hold us harmless should we fail to execute any such bids or should the digital platform, software, tool, or technology that you used to bid fail you at any point, for any reason.
5.8 Online Platforms and Bidding. Duchess Auction may allow clients to bid online via the third-party online platforms. By using any of these digital platforms to participate in a sale, you acknowledge that you are bound by these Terms and Conditions, as well as any additional terms and conditions stipulated by the digital platforms. At any time, Duchess Auction may terminate, suspend, change, discontinue, or add to any aspect of the digital platforms and/or services, at our sole discretion, without liability. You acknowledge that Duchess Auction bears no responsibility for any content, interaction, or risks associated with a third-party digital platform. Under no circumstances is Duchess Auction liable, directly or indirectly, for any loss or damage you may incur on any digital platform.
5.9 Title to the Property. Upon the auctioneer’s hammer falling, the winning Bidder will have purchased the offered lot subject to and in compliance with these Terms and Conditions. At such a time, the winning Bidder: (a) assumes full risk and responsibility for the lot; (b) will sign a confirmation of purchase if requested; (c) will pay the purchase price in full; and (d) will not be permitted to transfer the purchase to another party. With prior approval from Duchess Auction, a Bidder and/or Buyer
6. Account Settlement & Delivery of Property
6.1 Outstanding Payments and Deadline. Duchess Auction reserves the right to request official identification (e.g., driver’s license, passport) and images of both sides of a credit card to validate prospective bidders. You are obligated to settle your account balance, equivalent to the aggregate of the Total Purchase Price for each lot bought. Full payment is required within seven (7) calendar days following the conclusion of the auction (“Payment Due Date”). Should the buyer make a partial payment, we, in our sole discretion, may allocate this partial payment to any specific item or lots on the buyer's account balance as we deem appropriate. Until all lots won by the Bidder at auction are paid in full and no balance remains on the Bidder’s account, Duchess Auction will refrain from delivering any Property to the successful Bidder. Only when we have received all due amounts in full and these amounts have been successfully processed through our banking system will payment be considered complete. If a buyer does not settle their outstanding balance by the Payment Due Date, Duchess Auction will charge the outstanding amount to the buyer's credit card.
6.2 VAT and Sales Tax. You are liable for all applicable taxes, including but not limited to VAT, sales or compensating use tax or equivalent tax, which may arise from the hammer price plus the buyer’s premium. It is your obligation to determine and settle all tax dues. Duchess Auction advises you to seek independent tax advice. The winning bidder is liable for any relevant taxes, including sales or use tax or equivalent tax, that may arise from the Total Purchase Price. For lots that Duchess Auction ships within the United States, a sales or use tax may be applicable to the Total Purchase Price, irrespective of the successful bidder's nationality or citizenship. Duchess Auction is obligated to collect sales tax for lots it delivers to the following states: California, Colorado, Florida, Georgia, Illinois, Maryland, Massachusetts, Michigan, New Jersey, New York, Ohio, Pennsylvania, South Carolina, Tennessee, Texas, and Virginia. As per New York law, if Duchess Auction manages the shipment of a lot outside New York State, New York sales tax does not apply, though sales tax or other taxes for other states may be applicable. If you engage a shipper (other than a common carrier as specified by the New York Department of Taxation and Finance), to retrieve the lot from Duchess Auction, Duchess Auction is required to impose New York
sales tax on the lot at an 8.875% rate, regardless of the final destination of the lot. If a lot is delivered or picked up by a service provider in New York that you have commissioned, New York law views the lot as delivered to the successful bidder in New York and must enforce New York sales tax, irrespective of the final destination of the lot. In this case, New York sales tax applies to the lot even if Duchess Auction or a common carrier (authorized by Duchess Auction that you commission) subsequently delivers the lot outside New York. Successful bidders seeking a sales tax exemption must submit the necessary documentation to Duchess Auction before the release of the lot or within 90 days following the sale, whichever comes first. For deliveries to states where Duchess Auction is not required to collect sales tax, the successful bidder may have a use or similar tax obligation. It is the responsibility of the successful bidder to settle all taxes due. Duchess Auction advises you to consult an independent tax advisor with any queries.
6.3 Payment Methods, Limits, and Service Fees. We accept various payment methods which include cash, check, money order, cashier’s check, book transfer, wire transfer, direct deposit, debit card, and credit card (Visa, Mastercard, Discover, and American Express are accepted). Please note that a service charge of 3% will be added to the Total Purchase Price for all card payments. New bidders using card payments must receive prior written approval from Duchess Auction. Each buyer, bidder, or representative is limited to a maximum card payment of $10,000 per auction. We maintain the right to accept or refuse any form of payment at our discretion and to adjust any stated maximums or minimums as needed.
6.4 Collecting or Shipping of Property. Before settling your account, please notify Duchess Auction of your preferred method for receiving your property—either pickup or delivery. If you choose delivery, we will arrange an insured shipment via a reliable carrier (such as DHL, FedEx, UPS, or USPS). However, you'll be responsible for all costs related to insured shipping and any other associated costs. For pick up or delivery to a New York address, you'll be liable for any applicable sales taxes unless you possess a valid tax exemption certificate. If your purchased property isn't collected or delivered within ten (10) business days of account settlement and no alternative agreement has been made in writing, we will start charging a daily storage fee for the insurance and management of your property. If after ninety (90) business days you still haven't collected or accepted delivery of your property, and no alternative agreement has been made in writing, we may declare the property abandoned and cancel the sale on behalf of the property owner. We reserve the right to retain the merchandise until we receive full payment with cleared or certified funds. In the case of a check returned for insufficient funds, a $50 fee will be charged, and you'll be held responsible for any additional fees or charges Duchess Auction incurs. All purchases, unless exempt by law, are subject to New York State Sales Tax, including the buyer's premium.
7. Potential Repercussions for Buyer's Non-Payment
7.1 Non-Fulfillment of Buyer's Obligations. In the event you do not completely settle your auction acquisitions, including all corresponding charges, fees, and taxes within the specified period (seven calendar days following the sale's date) or if you or your representative fail to comply with any of these terms and conditions, or should we have reservations regarding you or your representative's competence to meet your commitments as a purchaser under these terms, you will be deemed in breach. In such scenarios, Duchess Auction has the liberty to implement any or multiple of the following measures:
7.1.1 Sale Revocation. We hold the prerogative to revoke the sale and may choose to either re-offer the lot at a subsequent auction, conduct a private sale, or revert it to the consignor. Irrespective of the action taken, should the lot be sold again, you will be held liable for the difference between the initially due total amount and the final sale's proceeds, including any expenses we incurred during the lot(s) cancellation and resale process. If we are unable to resell the lot, you will be held responsible for the Total Purchase Price and any other fees and costs originally due, as well as any expenses we incurred during the cancellation and resale attempts of the lot(s);
7.1.2 Imposition of Ban. We may opt to blacklist you, effectively barring you from making bids with us for an indefinite period. Alternatively, we may demand a security deposit from you before accepting any future bids;
7.1.3 Imposition of Interest. We may levy an interest on your unpaid balance, amounting to up to 1.5% per month or the maximum permissible rate by law, whichever is lower. The first interest payment will accrue a month following the due date and will continue to accumulate each month the balance remains unsettled; or
7.1.4 Legal Recourse. We reserve the right to legally hold you accountable for the complete Purchase Price along with any relevant charges, interest, or taxes. Moreover, if we decide to instigate legal action to recover all outstanding amounts, you may also be responsible for any ensuing legal fees, accounting costs, collection expenses, incidental damages, expert charges, or any other costs associated with your breach.
7.2 Constraints on Sale Reversal. We provide an assurance, under the conditions outlined below, that the items sold at our auctions are Genuine. "Genuine" means that the item is an original piece rather than a duplicate or a counterfeit of: i) the work of a specified artist, author, or maker, if the Property is identified in the Heading as the work of said artist, author, or maker; ii) a piece created during a certain era or culture, if the Property is identified in the Heading as being created during that era or culture; or iii) in the case of gemstones, an item made of a specified material, if the Property is identified in the Heading as being made of that material. If within six (6) months of the auction date, the original purchaser submits written notice to Duchess Auction, challenging the authenticity of the bolded descriptor in the first line of the auction catalog lot description ("Heading"), Duchess Auction will duly examine such claim. It is important to note that the Heading does not encompass any information beyond what is given in the Heading, even if it appears elsewhere in the auction lot description in bold type. As part of your claim, you will need to provide us with written particulars, including comprehensive supporting evidence of your claim, the written opinion of at least one acknowledged expert in the field of the auction lot, and return the auction lot to Duchess Auction’s offices in New York at your expense. If Duchess Auction affirms the Property is not Genuine, your sole entitlement under this par. 6 is to reverse the sale and receive a refund of the purchase price paid by you to us. We are not obliged, under any circumstance, to pay you more than the purchase price, nor will we be held responsible for any loss of profits or business, loss of opportunity or value, anticipated savings or interest, costs, damages, or expenses.
7.3 Claims of misrepresentation by the original buyer will be deemed insubstantial, and a reversal of sale will be declined, if any of the following conditions apply to the disputed lot(s): (1) The assertion of the item's authenticity matched the generally recognized views of experts, scholars, and authorities at the time of the sale; or (2) The auction catalog or the Duchess Auction website explicitly stated at the time of the sale that there was a disagreement among specialists, authorities, and/or scholars about the item's authenticity; or (3) The Heading was restricted or modified by an explanation in the auction lot's catalog description; (4) The identification of eras and/or dates in the catalog description was achieved using a reasonable amount of effort and with the tools and technology that were widely available and typically employed at the time of the sale. Additionally, if new tools, knowledge, and/or technology were available at the time of the claim, that either did not exist, were disputed in terms of their accuracy, were not in practice, or were not practically attainable at the time of the sale's publication.
8. Intellectual Property Considerations
8.1 Ownership of Intellectual Property by Duchess Auction. All the intellectual property encompassed in and displayed on our digital platforms, websites, mobile applications, social media accounts, printed materials (including but not limited to catalogs, marketing materials, ads, business cards), and anywhere else our intellectual property is exhibited, belongs solely and exclusively to Duchess Auction. This includes, but is not limited to, copyrights, patent rights, database rights, trademarks, trade secrets, trade names, moral rights, logos, graphics, sound, icons, other visuals, service marks, brand identities, slogans, content, authorship rights, attribution rights, modification rights, software, data, code, property descriptions, text in print and digital catalogs, website and marketing material text, formatting and layout, look and feel, photographs, digital images, illustrations, and/or videos that have been created by or for us. This holds true irrespective of whether the intellectual property is registered in any jurisdiction. Without the explicit written permission of a Duchess Auction Authority, you are not allowed to assert ownership of, download, copy, reproduce, display, transfer, distribute, publish, sell, alter, perform, create derivative works from, or exploit in any manner any such intellectual property as defined here. No aspect of your interaction with our website, digital platforms, mobile applications, or any other tools, software, materials, or platforms should be taken to imply any ownership, license or right to use our intellectual property without the express written permission detailed herein. Duchess Auction reserves the right to levy a licensing fee for any authorized reproduction and/or use of any such property. We offer no guarantee that you or any third party will be granted a license or permission to make use of any of our intellectual property.
8.2 Enforcement of Intellectual Property Rights. In the event you knowingly or unknowingly breach any intellectual property provisions within these Terms and Conditions, you may find yourself infringing copyright laws and other legislations of New York, the United States, or other jurisdictions. Such unauthorized usage could expose you to legal consequences. Rest assured, Duchess Auction will not hesitate to assert its intellectual property rights to the full extent permitted by law. Additionally, by partaking in any auction, accessing our website or mobile applications, or interacting with Duchess Auction in any capacity, you are consenting to these Terms and Conditions, thereby granting us the right to take legal action if you're found breaching these terms.
8.3 Infringement of Your Rights. If you suspect or discover that your intellectual property rights have been infringed upon through our usage, please reach out to our New York City headquarters either by mail or email with the specifics. Your letter should contain your complete contact information including full name, phone number, email, and mailing address; a detailed account of the intellectual property you think has been violated; and a statement, under oath, verifying the accuracy of your claims, affirming your belief of the violation, your readiness to testify in court, and affirming that you are either the intellectual property owner or have authority to act on their behalf. Remember to affix a physical or digital signature before submitting the letter for our consideration.
9. Jurisdiction and Legislation
9.1 Governing Law. This contract is to be understood and interpreted according to the domestic legislation of the State of New York, disregarding any conflicting legal norms or principles from the State of New York or any other jurisdiction that could potentially lead to the application of non-New York state laws.
9.2 Jurisdictional Consent. In relation to any legal proceedings stemming from this agreement, the involved parties irrevocably (1) accept the exclusive jurisdiction of the State courts of the State of New York (and Federal courts operating within the jurisdiction of New York County, State of New York), (2) relinquish any objection they may have now or in the future concerning the propriety of the venue for such proceedings, (3) dismiss any argument that the chosen forum is inconvenient, and (4) affirm that the serving of process or any other papers via registered mail to the designated address (for Duchess Auction, this is the primary NYC office address) shall be deemed sufficient and valid, although this does not preclude the right to serve process in any other manner permitted by New York state law.
9.3 Jury Trial Waiver. Each party voluntarily and irrevocably waives, to the extent permitted by law, any right to a jury trial in any legal proceedings that might be initiated relating to matters covered by this agreement.
9.4 Costs of Litigation. Should any party seek legal redress to enforce rights under this agreement, the prevailing party is entitled to recover its expenditure linked to the legal action. This includes costs of investigation, expert fees, court expenses, and reasonable attorneys' fees at trial or appeal. Fees incurred in enforcing any judgment related to this agreement can be recovered as a separate item.
10. Collateral Assurance
10.1 By engaging with Duchess Auction, you willingly confer to us, to the maximum extent allowed by the law, a collateral interest in the Property and the revenue from its sale. This serves as a security for any payment you, as the Buyer/Bidder/Representative, are committed to make according to these Terms and Conditions or any other financial obligation or debt you owe Duchess Auction. You consent to sign any paperwork Duchess Auction might require to affirm this security interest. Duchess Auction retains all privileges of a secured party as outlined by the law. Any foreclosure sale or similar measure taken to secure Duchess Auction's rights will be regulated by the UCC (this refers to the New York Uniform Commercial Code, except in instances where the Uniform Commercial Code of another state governs the validation of a security interest in collateral located in that state).
10.2 In scenarios where multiple debts relating to separate transactions exist between the buyer and us, or any other entity linked to us such as subsidiaries or parent companies within the Duchess Auction Luxury Group, we retain the right to reconcile any outstanding amount due to any of these entities prior to settling accounts with the buyer. If the buyer fails to promptly pay any outstanding dues to us, as a result of the operations delineated in this Section 9, we hold the right to impose a finance charge equivalent to 1.5% per month (or the highest interest permissible by law, if lower) on all amounts owed to us, commencing on the 30th day following the sale, until the account is fully settled.
11. Liability Protection and Limitation
11.1 Liability Protection. You consent to defend and indemnify Duchess Auction, its associated and affiliated entities, its executives, its directors, its employees, and agents, and shield the same from all claims, demands, actions, liabilities, costs, losses, and/or damages (including, but not confined to, indirect, incidental, consequential, economic, compensatory, and/or business losses), and expenses (including, but not confined to, reasonable attorney fees selected by the person being indemnified, who may be in-house counsel, and any expert or accounting fees) in any way stemming from or consequent to your utilization of any tools, software, digital platforms, websites, bidding platforms, or materials supplied by Duchess Auction or any third party in relation to Duchess Auction. This includes, but is not limited to, print catalogs, bidder registration forms (both print and digital), website content and functionality, any digital platform or service thereon, your submission or transmission of any messages, information, content, or other materials through email or any digital platform, or your deceitful omissions or fraudulent actions, or your breach of these Terms and Conditions, or your infringement of any laws or regulations or any rights of any third party (including infringement of any intellectual property rights of any entity). Additionally, we retain the right to assume exclusive control of any issue otherwise subject to indemnification by you. In such instances, you consent to cooperate with Duchess Auction in defense against any such claim. Duchess Auction shall promptly inform you of any such claim or lawsuit, provided that we are aware of such legal action, and, if it is one instituted by a third party, we shall provide reasonable assistance to you, at your expense, in your defense against any such claim or lawsuit.
11.2 Limitation of Liability for Representations or Warranties. Except as expressly stated herein, all property is sold "as is." Duchess Auction offers no explicit or implicit warranties or representations concerning the value, condition, accuracy of the description, attribution, authenticity, age, period attribution, or provenance of the property. The buyer agrees that Duchess Auction shall not be held responsible for any damages or losses arising from errors or omissions in such areas. Duchess Auction gives no guarantees or warranties regarding the transfer of ownership or granted licenses or any intellectual property under any circumstances. Moreover, should an act of God, terrorism, natural disaster, or other similarly unpredictable, unanticipated, and uncontrollable event prevent Duchess Auction from fulfilling its obligations or result in damages, losses, or harm to any buyer, the buyer agrees that Duchess Auction's liability will not exceed any existing balance due at the time of the event, limited to the funds recoverable from insurance policies, provided that, at the time of the event, Duchess Auction maintained such insurance.
11.3 Limitation of Digital Warranties and Liabilities. All online and digital platforms used or provided by Duchess Auction, whether in-house or third-party, including but not limited to, all functions, materials, content, experiences, and services, are provided "as is," "as available," and without any kind of warranty. Duchess Auction is not liable for any aspect of online and digital platform service, including but not limited to data processing, uptime, uninterrupted access, accuracy, or data. Duchess Auction makes no warranty or guarantee that any online and digital platform meets user expectations or requirements. Duchess Auction assumes no liability for any potential risks related to online and digital platforms, including but not limited to viruses, lost data, stolen data, damaged data, or any other personal property that may be affected through the use of online and digital platforms. Duchess Auction also assumes no responsibility for any error or issue related to our auctions on any online or digital platform, including but not limited to bidding errors, downtime during an auction, loss in winning any lot offered for sale, or confusion or misunderstanding of platform operations or content. If you are dissatisfied with any such digital platforms, your sole remedy is to cease use of the platform and notify the platform owner.
11.4 Should any part of these Terms and Conditions prove to be invalid or unenforceable for any reason, the remainder shall continue to be valid and enforceable.