Conditions of Sale

ALL SALES ARE “AS IS, WHERE IS” WITHOUT ANY WARRANTIES WHATSOEVER. PLEASE SEE SECTION 2(a) BELOW IN WHICH ANY AND ALL EXPRESS AND IMPLIED WARRANTIES (INCLUDING WITHOUT LIMITATION ANY WARRANTY AGAINST REDHIBITORY DEFECTS) ARE WAIVED. YOU ARE LIABLE FOR ANY ACCIDENTAL BIDS.

1. Introduction

(a) These Conditions of Sale (“Conditions of Sale”) contain all the terms governing Auctions (defined below) conducted exclusively online by SA LONGSHORE LLC (the "Artist"), and all the terms under which SA LONGSHORE LLC contracts with the Buyer (defined below) for the sale of a Lot (defined below). These Conditions of Sale may be amended by posted digital notices made during the online Auction.

(b) Under these Conditions of Sale, the following capitalized terms are defined as follows:

• An “Auction” is a public, online-only auction conducted via an electronic platform by SA LONGSHORE LLC, at which registered Bidders may place Bids to purchase one or more Lots of original artwork.
• A “Bid” is an electronic bid made by a party via the online Auction platform to purchase a Lot;
• A “Bidder” is a person making a Bid through the online Auction platform and who has successfully completed the digital registration process. Bidding by telephone, mail, or in-person is strictly prohibited.
• A “Buyer” is the party that commits to purchase a Lot by submitting the Winning Bid through the online Auction platform;
• “Catalogue” is the digital Auction catalogue or online gallery listing utilized by SA LONGSHORE LLC to list the Lots offered at Auction;
• The “Estimates” are the high and low estimates of value for each Lot set forth in the online Catalogue presented by SA LONGSHORE LLC;
• A “Lot” is a specific work of art offered for sale on the online Auction platform;
• The “Reserve” is defined in Section 3 below;
• The “Purchase Price” is defined in Section 4 below;
• A “Sale” of a Lot occurs when a Winning Bid is finalized and declared closed on the online platform for that Lot;
• The “Winning Bid” is, as to a particular Lot, the highest electronic Bid recognized and accepted by the online Auction platform at the close of the bidding window.

(c) By registering and bidding at the Auction as a Bidder or Buyer, you agree to be bound by these terms.

2. Before the Auction

(a) ALL SALES ARE “AS IS, WHERE IS” WITH NO EXPRESS OR IMPLIED WARRANTIES WHATSOEVER.

(i) SA LONGSHORE LLC DOES NOT PROVIDE ANY GUARANTEE OR WARRANTY AS TO THE CONDITION, PHYSICAL STATE, OR FUTURE VALUE OF THE LOT. All Sales and Auctions are without any representation or warranty of any kind by SA LONGSHORE LLC. Bidders and Buyers are responsible for satisfying themselves concerning the condition of the Lots by reviewing the digital catalogue entry, the Condition Report, or any other statement or writing provided. All Sales are final and are “AS IS, WHERE IS.”

(ii) No warranty of redhibition. ANY WARRANTY AGAINST REDHIBITORY DEFECTS IS WAIVED AND EXCLUDED. SA LONGSHORE LLC provides absolutely no warranty against redhibitory defects, including without limitation: (x) any defects rendering a Lot useless or its use inconvenient; and (y) any defects diminishing the usefulness of a Lot; and any such warranties are waived and excluded. In addition, SA LONGSHORE LLC provides no warranties, guarantees, or representations as to whether a Lot is fit for its ordinary use, fit for Buyer’s intended use, or for Buyer’s particular purpose.

(iii) No warranty against eviction. ANY WARRANTY AGAINST EVICTION IS WAIVED AND EXCLUDED. In the event that Buyer is evicted from possession of whole or part of the Lot, SA LONGSHORE LLC does not have any duty whatsoever to return any part of the Purchase Price to Buyer. Buyer is buying at Buyer’s sole risk and peril as to third parties who may claim rights in the Lot after the Sale.

(iv) Waiver of external warranties. No statement in the Catalogue or elsewhere online, orally or in writing, shall be construed as an express or implied warranty, representation, or limitation of liability beyond the Artist's direct statement of creation. Any other warranties regarding the nature of the materials over time are WAIVED.

(v) No warranty of peaceful possession, etc. The following warranties are waived and excluded: the absence of hidden defects, peaceful possession, and ownership. SA LONGSHORE LLC provides absolutely no warranty that the Lot is free from hidden defects, or for peaceful possession, or for ownership.

(vi) No other warranties. Neither SA LONGSHORE LLC nor any of SA LONGSHORE LLC’s employees or assistants give any representation, warranty, or guarantee or assume any liability of any kind in respect of any Lot with regard to merchantability, fitness for a particular purpose, description, size, quality, condition, rarity, importance, medium, provenance, exhibition history, literature, or historical relevance. Except as required by local law, any express or implied warranty of any kind whatsoever is excluded by this Section 2(a).

(b) Examination of property / Condition Reports. Prospective Buyers and Bidders are strongly advised to thoroughly examine all digital images and details of any artwork in which they are interested before bidding. As a convenience, Bidders may request that SA LONGSHORE LLC produce a digital Condition Report (“Condition Report”) for a Lot. SA LONGSHORE LLC reserves the right to decline to produce a Condition Report for any specific Lot, for any reason and in SA LONGSHORE LLC’s sole discretion.

(c) Catalogue and other descriptions. (i) All statements made by SA LONGSHORE LLC as to condition, period, source, origin, measurement, quality, rarity, provenance, importance, or historical relevance, whether in the digital Catalogue entry for the Lot, in the Condition Report, or made in writing elsewhere, are qualified statements of opinion only and are not to be relied on as statements of fact. References in the Catalogue entry or the Condition Report to minor framing or canvas wear are for guidance only. The absence of such a reference does not imply that an item is completely free from natural artistic variations, nor does a reference to particular details imply the absence of any others. (ii) Without limiting the foregoing, neither SA LONGSHORE LLC nor any of SA LONGSHORE LLC’s employees or agents are responsible for the correctness of any statement of whatever kind concerning any Lot, whether written or oral, nor for any other errors or omissions in description or for any faults or defects in any Lot. (iii) Any Estimates provided should not be relied on as a statement that this is the price at which the item will sell or its value for any other purpose. Any written appraisal, Estimate, or other statement of SA LONGSHORE LLC with respect to the estimated or expected selling price of any Lot of Property is a statement of opinion only and shall not be relied upon by Bidders as a prediction or guarantee of the actual selling price.

(d) Further acknowledgement. As a Bidder and prospective Buyer, you further agree and acknowledge that: (i) You are not relying on SA LONGSHORE LLC’s skill or judgment in selecting to purchase any Lot; (ii) No statements in the digital Auction Catalogue, Condition Report, or elsewhere are the cause of or reason behind your purchase of any Lot;(iii) SA LONGSHORE LLC did not and could not have known that condition, kind, quality, expressed value, or description is the cause or reason why you decide to purchase any Lot; (iv) Your purchase of any Lot is not intended to gratify a nonpecuniary interest; and (v) SA LONGSHORE LLC did not know, nor should it have known, that any statement about a Lot in the catalogue, Condition Report, or elsewhere would cause a nonpecuniary loss to a Buyer.

3. At the Auction

(a) Registration before bidding / Bidding requirements. In order to be accepted as a Bidder and allowed to place an electronic Bid, all Bidders must meet all of the following requirements: (i) A Bidder must fully complete the online registration form and provide validated identification and credit card details to SA LONGSHORE LLC via the platform; (ii) SA LONGSHORE LLC may require the production of bank or other financial references or any other additional confirmation information; (iii) When making a Bid, a Bidder is accepting personal liability to pay the full Purchase Price in the event that the Bidder submits the Winning Bid. Bids are strictly restricted to the registered user account. No phone-in, proxy-paper, or in-person bidding is permitted. (iv) All Bids are to be made in U.S. currency.

(b) Rejection of Bidders. SA LONGSHORE LLC has the right, at its complete discretion, to refuse platform participation or revoke bidding privileges in any Auction for any reason whatsoever.

(c) Reserves. All Lots are offered subject to a reserve, which is the confidential minimum price below which the Lot will not be sold (the “Reserve”). The Reserve for a Lot will not exceed the low Estimate for that Lot. SA LONGSHORE LLC reserves the right to counter-bid or set the platform parameters up to the amount of the Reserve to protect the value of the artwork. Notwithstanding the foregoing, a Lot may be sold at a Winning Bid amount below the Reserve at the sole discretion of SA LONGSHORE LLC.

(d) Post-auction sale. In the event that there is no Winning Bid at Auction for a Lot, or the Lot is withdrawn, or the Sale is cancelled for non-payment pursuant to Section 4(g) below, SA LONGSHORE LLC may sell the Lot at a public or private sale at any time thereafter.

(e) SA LONGSHORE LLC assumes no responsibility for platform downtime, internet connectivity errors, or failure to execute electronic Bids for any reason whatsoever.

4. After the Auction

(a) In order to consummate and complete the Sale, the Buyer must tender payment in full of the Winning Bid along with all additional required transaction amounts (all such amounts together being the “Purchase Price”) to SA LONGSHORE LLC. The Purchase Price consists of: (i) The Winning Bid amount; (ii) A mandatory 2.9% credit card processing fee calculated against the total transaction amount; (iii) The shipping and handling fee per FedEx standard amount for the height and weight of the lot; (iv) Any applicable Louisiana, state, local, and federal or other taxes, calculated as required by law. Any documentation of tax exemption must be provided by the Bidder contemporaneously with online registration.

(b) Payment and passing of title. SA LONGSHORE LLC will automatically alert the Winning Bidder/Buyer after the conclusion of the Auction via email. Payment details configured during online registration will be automatically processed for the full Purchase Price (including the 2.9% credit card fee) upon winning. Title to the Lot does not pass to the Buyer until the full amount of the Purchase Price has been successfully received by SA LONGSHORE LLC in good cleared funds, even in circumstances where the Lot has been released to the Buyer.

(c) Credit Cards. Your completion of registration and bidding constitutes explicit permission to charge the full amount of the Purchase Price to your credit card immediately upon winning or if manual payment is not settled within five business days of the close of the Auction. Your registration also constitutes permission to charge the full amount of Storage Charges (defined below), if and when accrued, on a periodic basis to your credit card.

(d) Release of Lot to Buyer. No Lot will be shipped or released to the Buyer unless and until SA LONGSHORE LLC receives full payment of the Purchase Price and such funds have cleared. SA LONGSHORE LLC may require that Lots not be released until the Buyer has cleared additional identification checks to SA LONGSHORE LLC’s satisfaction, including any anti-money laundering protocols. In the event that a Buyer fails to complete these checks, SA LONGSHORE LLC shall be entitled to cancel the Sale. Lots cannot be released or shipped until after the absolute conclusion of the Auction event.

(e) Export/Import license and Dealers. It is the Buyer’s sole responsibility to obtain any relevant export or import license. The denial or delay of any license shall not justify the rescission of the sale. Dealers purchasing for resale must input their Dealer Resale Number during online registration and provide SA LONGSHORE LLC with proper documentation.

(f) Storage charge. Any Lot that is not cleared for shipment or picked up by the end of the day on the fifteenth calendar day following the conclusion of the Auction is subject to an additional storage charge of $5.00 per Lot per day (“Storage Charge”) for as long as the Lot remains held at SA LONGSHORE LLC’s facilities. This Storage Charge must be paid in full before the Lot will be released. All items stored will be at the Buyer’s risk. SA LONGSHORE LLC is not liable for any damage to Lots after the conclusion of the Auction platform window.

(g) Remedies for non-payment. If the credit card on file is declined or the Buyer otherwise fails to make payment in full of the Purchase Price within the time required, SA LONGSHORE LLC shall be entitled in its absolute discretion to exercise one or more of the following rights or remedies: (i) To re-attempt charging outstanding amounts to the Buyer’s credit card on file; (ii) To charge interest at the rate of one and one-half percent (1.5%) per month (not to exceed the highest amount chargeable under applicable law); (iii) To hold the Buyer liable for the total amount due and commence legal proceedings for its recovery together with interest, legal fees, and costs; (iv) To cancel the sale; (v) To resell the artwork publicly or privately on such terms as SA LONGSHORE LLC shall think fit; (vi) To reject at any future online Auction any Bids made by or on behalf of the Buyer; (vii) To exercise all the rights and remedies of a person holding security over any property in our possession owned by the Buyer to the fullest extent permitted under Louisiana law.

If SA LONGSHORE LLC resells the property under Section 4(g)(v) above, the defaulting Buyer shall be liable for payment of any deficiency between the total amount originally due and the price obtained upon resale, as well as for all costs, expenses, damages, and legal fees associated with both sales.

(h) Shipping and packing. All shipping, packing, and transportation of Lots from SA LONGSHORE LLC’s studio or facilities is the financial and logistical responsibility of the Buyer. SA LONGSHORE LLC may, as a courtesy, assist the Buyer with FedEx arrangements, but assumes no responsibility or liability for shipping damage, transit delays, or loss.

(i) Immediate payment. SA LONGSHORE LLC reserves the right, via the online system parameters, to require that the Purchase Price be processed and cleared immediately upon the closing of the digital timer for any specific Lot.

5. Copyright

The copyright in all artworks, images, illustrations, and digital material produced by or for SA LONGSHORE LLC relating to a Lot, including without limitation the contents of the online Catalogue, is and shall remain at all times the property of SA LONGSHORE LLC and shall not be used by the Buyer or Bidder without prior written consent. SA LONGSHORE LLC makes no representation or warranty that the Buyer of a Lot will acquire any copyright or other reproduction rights in the physical artwork purchased.

6. Severability

If any part of these Conditions of Sale is found by any court to be invalid, illegal, or unenforceable, that part shall be discounted and the rest of the conditions shall continue to be valid to the fullest extent permitted by law.

7. Law and Jurisdiction

The rights and obligations of the parties with respect to these Conditions of Sale, the conduct of the online Auction, and any matters connected with any of the foregoing shall be governed and interpreted under the laws of the State of Louisiana. By registering for and participating in the online Auction, the Bidder consents to the exclusive jurisdiction of the courts of the State of Louisiana and the Federal courts of the United States of America located in the Eastern District of Louisiana.