Terms and Conditions of Sale 

BY EITHER REGISTERING TO BID OR PLACING A BID, THE BIDDER ACCEPTS THESE CONDITIONS OF SALE AND ENTERS INTO A LEGALLY, BINDING, ENFORCEABLE AGREEMENT WITH EMPIRE MILITARY AUCTIONS CO, A PENNSYLVANIA CORPORATION           

The following terms and conditions constitute the sole terms and conditions under which Empire Military Auctions Co. (hereinafter “Empire”) will offer for sale and sell the property described in our auction.  These Conditions of Sale constitute a binding agreement between the Bidder and Empire with respect to the auction. By bidding in auction, the Bidder acknowledges the thorough reading and understanding of all of these Conditions of Sale, all descriptions of items in the Catalog, and all matters incorporated herein by reference, and agrees to be fully bound thereby.

NO BID MAY BE PLACED UNLESS THE BIDDER HAS FULLY REVIEWED AND AGREES TO ALL OF THE “CONDITIONS OF SALE”, AS WELL AS THE TERMS OF THE REGISTRATION FORM.  BY PLACING ANY BID, THE BIDDER REPRESENTS AND WARRANTS TO EMPIRE THAT HE OR SHE HAS FULLY REVIEWED AND AGREES TO BE BOUND BY ALL OF THESE “CONDITIONS OF SALE” AND THE TERMS OF THE REGISTRATION FORM.  WITHOUT SUCH REPRESENTATION, WARRANTY AND AGREEMENT, EMPIRE DOES NOT PERMIT THE BIDDER TO BID.                

Bidder and Empire agree that any agreements between the Bidder and Empire including, but not limited to, these Conditions of Sale which are entered into in the Commonwealth of Pennsylvania, which is where this agreement is accepted, no matter where Bidder is situated and no matter by what means or where Bidder was informed of the auction and regardless of whether catalogs, materials, or other communications were received by Bidder in another location.  Both Empire and the Bidder agree that any disputes under these Conditions of Sale, the subject matter hereof, the entering into, or any aspect of the auction, shall be exclusively governed by the laws of the Commonwealth of Pennsylvania, and that any and all claims or actions shall be brought and maintained only in Pennsylvania in a State or Federal Court to the exclusion of any other venues, locales or jurisdictions.   

All parties submit to such jurisdiction.  Both Bidder and Empire agree that these provisions are intended to be binding on all parties and that they shall solely control choice-of-law, venue and jurisdiction in the event of any dispute specifically including third party claims and cross-actions brought by either Empire or Bidder, and that absent such agreement, Empire would not permit Bidder to bid hereunder.  Any violation of the terms of this Paragraph shall entitle the affected party to reasonable attorney fees and litigation costs in addition to all other available remedies, all of which remain reserved.  The parties agree that Empire shall be entitled to present these Conditions of Sale to a court in any jurisdiction other than set forth in this paragraph as conclusive evidence of the parties’ agreement, and the parties further agree that the court shall immediately dismiss any action filed in such jurisdiction.  Notwithstanding any other provision herein, the prevailing party in any claim, dispute or litigation between the parties shall be entitled to an award of reasonable attorney fees and costs of litigation.            

Unless otherwise set forth by Empire, all property will be offered by Empire solely as agent for the seller or consignor of the property and not on its own behalf. Empire is engaged only in internet sales through an internet bidding platform and is not required to be licensed as an auctioneer in the Commonwealth of Pennsylvania.  Empire is or will, as required, be registered as an internet auction company in the Commonwealth of Pennsylvania.           

1.  Final Bid Price, Purchase Price and Payment.   The term, “Final Bid Price” means the amount of the highest bid acknowledged and acceptable to Empire by a qualified bidder.  The term, “Purchase Price” means the sum of (1) the Final Bid Price; (2) a premium payable by the successful Bidder (also referred to throughout these Conditions of Sale as “Buyer”) equal to fifteen percent (15%) of the Final Bid Price; (3) applicable taxes (including applicable state and local sales tax and/or compensating use tax based upon the purchase price unless exempted by law and/or where Buyer presents an original, valid resale certificate with a copy for Empire’ records from tax authorities); (4) shipping, handling and insurance coverage if requested by Buyer and agreed upon by Empire.  Empire may accept current and valid VISA or MasterCard, wire transfers, certified checks or cleared personal checks, credit or debit cards for payment.  Bidders who have not established credit with Empire must either furnish satisfactory credit information (including two collectibles-related business references) well in advance of the auction or supply valid credit card information.  Only pre-registered bidders will be accepted.  Pre-registration should be completed at least 48 hours before the start of the bid to allow adequate time to check references.  For payment other than by cash, delivery will not be made unless and until full payment has been actually received by Empire, i.e., check has fully cleared or credit or debit card funds fully obtained.  Empire has been authorized by the seller or consignor to retain, as partial remuneration, the premium set forth as number (2) in this paragraph.  Payment in full is due within five (5) business days of the invoice date.  IN THE EVENT THAT THE SUCCESSFUL BIDDER DOES NOT MAKE TIMELY PAYMENT UNDER THESE CONDITIONS OF SALE, THE SECOND HIGHEST ACCEPTABLE BIDDER MAY BE ACCEPTED.             

2.  Title.  At “end of auction” (signified by a lot’s official end time displayed online for that lot in question), title to the offered lot will pass to the highest bidder acknowledged by the auctioneer but fully subject to Buyer’s compliance with all of the terms of the Conditions of Sale and the Registration Form.            

3. Rights Reserved.  Empire reserves the right to withdraw any lot before or at the time of the auction, and/or to postpone the auction of all or any lots or parts thereof, for any reason.  Empire shall not be liable to any Bidder in the event of such withdrawal or postponement under any circumstances.  Empire reserves the right to refuse to accept bids from anyone.            

4. Auctioneer’s Discretion.  Consignor shall determine starting bids. Empire determines bidding increments.  Empire has the right in its absolute discretion to reject any bid in the event of dispute between bidders or if the Empire has doubt as to the validity of any bid, to advance the bidding at its absolute discretion and to determine the successful bidder in the event of a dispute between bidders, to continue the bidding or to re-offer and resell the lot in question. In the event of a dispute after the sale, Empire’ record of final sale shall be conclusive.           

5. Reserves. There are no reserves. The seller sets a starting price which shall be the minimum price for the lot.                                                                  

6. Risk and Responsibility; Agency.  The buyer shall, once deemed the highest bidder at end-of-auction for a lot, bear all risk and responsibility for the lot, and neither Empire, its agents nor employees, shall thereafter be liable for any loss or damage to the property, except that Empire shall ship the merchandise to the successful bidder. If the bidder desires insurance coverage, the cost shall be borne by the bidder. Buyer shall be allowed five (5) business days from receipt to reject a lot if it is other then as described.  If the item is found by successful bidder to be damaged within five (5) business days of receipt or is timely rejected as aforesaid, bidders must notify Empire in writing within five (5) business days of receipt. Responsibility of retuning lots is the bidder. Failure to strictly adhere to these terms will result in voiding of Empire’s return policy.  The buyer will also be required to sign a confirmation of purchase at such time if requested by Empire.  All bidders are deemed to be acting as principals unless Empire acknowledges in writing prior to the auction that the bidder is acting as agent for another party. In the absence of such written acknowledgment, the bidder guarantees payment of the Purchase Price of a successful bid.            

7. Possession and Removal; Charges.  No portion of any lot will be transferred to Buyer unless Buyer has fully complied with these Conditions of Sale and the terms of the Registration Form, and unless and until Empire has received the Purchase Price funds in full.  Empire, in addition, reserves the right to impose a late charge of fifteen percent (15%) per year on the Purchase Price if Buyer does not make full payment in accordance herewith.  Empire and Buyer acknowledge and agree that these charges are reasonably imposed to partially compensate Empire for losses and expenses.            

8. Non-internet Bidding.  Bidding by telephone, facsimile-transmission (fax-in), or absentee bidding (advance written bids submitted by mail) is not allowed.           

9. Empire’s Remedies.    Failure of the Bidder/Buyer to comply with any of these Conditions of Sale or the terms of the Registration Form is an event of default.  In such event, Empire may, in addition to any other available remedies specifically including the right to hold the defaulting Bidder/Buyer liable for the Purchase Price: (a) cancel the sale, retaining any payment made by the Buyer as damages (the Bidder/Buyer understands and acknowledges that Empire will be substantially damaged should such default occur, and that damages under sub-part (a) are necessary to compensate Empire for such damages; (b) resell the property without reserve at public auction or privately; (c) charge the Bidder/Buyer interest on the Purchase Price at the rate of one and one-half per cent (1.5%) per month or the highest allowable interest rate; (d)take any other action that Empire, in its sole discretion, deems necessary or appropriate to preserve and protect Empire’ rights and remedies. Should Empire resell the property, the original defaulting buyer shall be liable for the payment of any deficiency in the purchase price and all costs and expenses associated therewith , including but not limited to warehousing, sales-related expenses, reasonable attorney fees and court costs, commissions, incidental damages and any other charges due hereunder which were not collected or collectable. In the event that such buyer is the successful bidder on more than one lot and pays less than the purchase price for the total lots purchased, Empire shall apply the payment received to such lot or lots that Empire, in its sole discretion, deems appropriate.  If Empire does not exercise such discretion, the lots to which the payment shall be applied will be in descending order from the highest purchase price to the lowest.  Any buyer failing to comply with these Conditions of Sale shall be deemed to have granted Empire a security interest in, and Empire may retain as collateral such security for such buyer’s obligations to Empire, any property in Empire’s possession owned by such buyer. Empire shall have the benefit of all rights of a secured party under the Uniform Commercial Code (U.C.C.) as adopted by the Commonwealth of Pennsylvania.            

10. Warranties.  Empire does not provide any warranties to Bidders or Buyers, whether express or implied, beyond those expressly herein provided.  THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY   DISCLAIMED.                                                                                                                         

All descriptions, photographs, illustrations, and terminology including but not limited to words describing condition (including any condition reports requested by Bidder), authorship, period, culture, source, origin, measurement, quality, rarity, provenance, importance, exhibition, and relevance, used in the catalog, bill of sale, invoice, or anywhere else, represent a good faith effort made by Empire to fairly represent the lots and property offered for sale as to origin, date, condition, and other information contained therein; they are statements of opinion only.  They are not representations or warranties and Bidder agrees and acknowledges that he or she shall not rely on them in determining whether or not to bid or for what price.  Any price estimates (which are determined well in advance of the auction and are therefore subject to revision) and condition reports are provided solely as a convenience to Bidders and are not intended nor shall they be relied on by Bidders as statements, representations or warranties of actual value or predictions of final bid prices.            

Bidders are accorded the opportunity to see photographic images of the lots and to otherwise satisfy themselves as to the nature and sufficiency of each lot prior to bidding, and Empire urges Bidders to avail themselves accordingly.

Lots and property are not returnable to Empire for any reason except under Buyer’s limited Remedies set forth in Section 13 below and under the express terms and conditions of Section 13, or for damage due to shipping or rejection by bidder, but only in strict conformity with the requirements of Section 6.

11. Limitation of Damages.  There are no guarantees provided.  Once the final bid is awarded, Empire’s sole responsibility is to ship the goods.  In no event shall Empire be liable for incidental, special, indirect, exemplary or consequential damages of any kind, including but not limited to loss of profits, value of investment or opportunity cost.   The maximum liability, in any event, regardless of fault or damage, shall be the amount of the accepted bid.           

12. Unauthorized Statements.  Under no circumstances is any employee, agent or representative of Empire authorized by Empire to modify, amend, waive or contradict any of these Terms and Conditions, any term or condition set forth on the Registration Form, any warranty or limitation or exclusion of warranty, any term or condition in either the Registration Form or these Terms and Conditions regarding payment requirements, including but not limited to due date, manner of payment, and what constitutes payment in full, or any other term or condition contained in any documents issued by Empire unless such modification, amendment, waiver or contradiction is contained in a writing signed by all parties.  Any statements, oral or written, made by employees, agents or representatives of Empire to Bidder, including statements regarding specific lots, even if such employee, agent or representative represents that such statement is authorized, unless reduced to a writing signed by all parties, are statements of personal opinion only and are not binding on Empire, and under no circumstances shall be relied on by Bidder as a statement, representation or warranty of Empire.            

13. Buyer’s Remedies.  This section sets forth the sole and exclusive remedies of Buyer in conformity with Sections 10 (“Warranties”) and 11 (“Limitation of Damages”) herein, and is expressly in lieu of any other rights or remedies which might be available to Buyer by law.  The Buyer hereby accepts the benefit of the consignor’s warranty of title, if any, and any other representations and warranties made by the consignor for the Buyer’s benefit.  In the event that Buyer proves in writing to Empire’ satisfaction that there was a breach of the consignor’s warranty of title concerning a lot purchased by Buyer, Empire shall make demand upon the consignor to pay to Buyer the Purchase Price (including any premiums, taxes, or other amounts paid or due to Empire).  Should the consignor not pay the Purchase Price to Buyer within thirty (30) days after such written demand, Empire shall disclose the identity of the consignor to Buyer and assign to Buyer all of Empire’ rights against the consignor with respect to such lot or property.  Upon such disclosure and assignment, all responsibility and liability, if any, of Empire with respect to said lot or property shall automatically terminate.  Empire shall be entitled to retain the premiums and other amounts paid to Empire.  The rights and remedies provided herein are for the original Buyer only and they may not be assigned or relied upon by any transferee or assignee under any circumstances.  The exercise of rights under this Section 13 must be made by Bidder, if at all, within five (5) business days of the date of sale.             

14.  Empire’s Additional Services.  Empire assumes no and disclaims all responsibility and liability for acts or omissions in such packing or shipping by Empire or other packers and carriers, whether or not recommended by Empire.  Empire assumes no and disclaims all responsibility and liability for damage to frames, glass or other breakable items.  Where Empire arranges and bills for such services via invoice or credit card, Empire will include an administration charge.            

15. Headings.  Headings are for convenience only and shall not be used to interpret the substantive sections to which they refer.            

16. Entire Agreement.  These Conditions of Sale constitute the entire agreement between the parties together with the terms and conditions contained in the Registration Form.  They may not be amended, modified or superseded except in a signed writing executed by all parties.  No oral or written statement by anyone employed by Empire or acting as agent or representative of Empire may amend, modify, waive or supersede the terms herein unless such amendment, waiver or modification is contained in a writing signed by all parties.  If any part of these Conditions of Sale are for any reason deemed invalid or enforceable, the remaining portions shall remain fully enforceable without regard to the invalid or unenforceable provisions.