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duPont REGISTRY Live

CONDITIONS OF BUSINESS FOR SELLERS

The following terms and conditions (the "Terms") apply to all auction events of, and any transactions with, duPont REGISTRY Live LLC, dba duPont REGISTRY Live (which may be referred to as "duPont REGISTRY Live", "we" or "us" in these Terms). Every person that wishes to become a seller of a vehicle (a "Lot" or the "Vehicle") though the sales or consignment process, must first submit their confirmation to us that they agree to these Terms. The Terms will apply to all persons unless specifically designated that the Terms apply to only Sellers or to Buyers. The users of the Auction Platform, as defined below, may be referred to as "you" or "your" and together with duPont REGISTRY Live, the "parties" and each a "party." Together with the information that you provide to duPont REGISTRY Live and the other purchase and sale documents that will be executed between the parties, these Terms and those other executed documents will constitute the full and complete agreement between the parties and replace all other representations, warranties, promises and statements.

Part 1 of these Terms are CONDITIONS OF BUSINESS APPLICABLE TO ALL SELLERS.

Part 2 of these Terms are CONDITIONS OF BUSINESS APPLICABLE TO ALL PERSONS WHO USE OUR SITE, INCLUDING THE BIDDERS.

To become either a Seller or a Bidder on https://live.dupontregistry.com/ (the "Auction Platform"), the duPont REGISTRY Live auction website (the "Site"), you must be at least 18 years old, and you must first register as a Member of the Site. When you register, you must agree with the Terms of Use and the Privacy Policy that are on the Site. After that, you also have to register as a "Registered Seller" or a "Registered Bidder" on the site.

THESE TERMS ARE PART OF A LEGAL AGREEMENT BETWEEN SELLER AND DUPONT REGISTRY LIVE. PLEASE CAREFULLY READ AND UNDERSTAND THESE TERMS, THE TERMS OF USE, AND THE PRIVACY POLICY AS THEY SET FORTH THE LEGAL RIGHTS AND OBLIGATIONS OF ALL PARTICIPANTS IN THE DUPONT REGISTRY LIVE AUCTION PROCESS. THERE MAY ALSO BE SPECIAL NOTICES AND TERMS THAT WILL APPLY TO A SPECIFIC AUCTION WHICH WILL BE IDENTIFIED ON THE SITE. TOGETHER THESE TERMS AND POLICIES AND NOTICES CONSTITUTE THE CONTRACTUAL OBLIGATIONS THAT APPLY TO THE PARTIES.

As the auctioneer for the Vehicle sale (the "Principal Auctioneer"), duPont REGISTRY Live acts as the agent for the Vehicle Seller. If a bidder wins the applicable auction (referred to as the "Buyer"), the sales contract will be made directly between the Seller and the Buyer. Seller will grant duPont REGISTRY Live the power to issue a Bill of Sale on Seller's behalf and to sign the Vehicle title on Seller's behalf. Commissions are chargeable by the Principal Auctioneer to both Seller and Bidder. The agreement between duPont REGISTRY Live and the Seller provides for a commission to be received from the Seller's sales proceeds, as further described below. In addition, each Bidder is required to pay a Buyer's Premium to the Principal Auctioneer as further described below.

Legal terms applicable to all persons are set forth below. duPont REGISTRY Live is not providing Seller with legal, tax or financial advice and Seller is encouraged to consult with its legal, tax and financial advisors regarding the implications of these Terms as to Seller's personal circumstances.

PART 1: CONDITIONS OF BUSINESS APPLICABLE TO ALL SELLERS

duPont REGISTRY Live, as the Principal Auctioneer, will be acting as an agent for the Seller and will be providing the auction services described in these Terms. They include administrative activities, financial services, advertising and promotion, inspection and photography services. duPont REGISTRY Live will have the sole and absolute discretion to conduct any duPont REGISTRY Live auction as it deems appropriate. duPont REGISTRY Live may also: (i) consult third parties either before or after the Vehicle's sale; (ii) research the Vehicle's provenance; (iii) create Vehicle descriptions as may be appropriate based on information provided by Seller; (iv) market and promote the Vehicle's sale; and (v) any other services required to conduct the Vehicle's sale. General information on the services and the processes are described on duPont REGISTRY Live's website, but if Seller is not required to execute or sign (whether electronically or otherwise) them, they will not be part of the contract between Seller and duPont REGISTRY Live.

For a Seller to participate in a Vehicle's auction (an "Auction") with duPont REGISTRY Live, there are a number of steps to be followed in a specific sequence. In general, Seller will first go through the Submit a Vehicle process that is part of the Site. We will then determine if the submitted Lot meets our requirements for listing on the Site. If so, the agreements are then processed and signed. Details are below.

  1. 1. Starting the Process to Sell a Vehicle with duPont REGISTRY Live. When the Seller submits a Lot for Auction to duPont REGISTRY Live, Seller will complete the Vehicle submission form located on the Site to apply for the Lot to be listed. The Vehicle's actual listing for sale generally takes place within 14 days after the Vehicle has been received at a duPont REGISTRY Live location and accepted by duPont REGISTRY Live. Seller agrees to provide accurate information about the Lot to be sold at Auction and to disclose all material information about the Lot, with no inaccuracies, omissions or misrepresentations. duPont REGISTRY Live will assign Seller an Auction Specialist to discuss and help create the Vehicle's Auction listing and to set a Reserve Price (as defined below), if any. Once the Auction Specialist verifies that the Lot is appropriate for the Site, duPont REGISTRY Live will send Seller the full set of documents for Seller to sign, which includes the Seller's Agreement, these Terms and the other items described below. Certain documents can be signed electronically, while others require an actual "wet ink" signature to be physically returned to duPont REGISTRY Live.

    Seller agrees that they have the sole and unconditional responsibility and liability for any oral or written statements (in any and all mediums, including photos) made by Seller regarding the Lot, including that there be no inaccuracies, misrepresentations and/or omissions regarding the Vehicle or the Seller, and for descriptions of information about the Vehicle or the Seller provided on the Site by duPont REGISTRY Live that accurately repeats the information supplied by Seller as to the originality, character, features, condition, correctness, authenticity, or history of the Lot. Seller represents and warrants that the information it provides regarding the Vehicle's mileage will be true and accurate and reflect the Vehicle's actual miles driven, the Vehicle's title is clean, and not subject to any lien, salvage, flood or other similar condition affecting its value, and that the Vehicle is in a safe, operable condition to be driven or moved. Seller agrees to defend, indemnify and hold duPont REGISTRY Live harmless from any claims, demands, losses, expenses, damages, costs, actions, and liabilities, including without limitation, court costs and attorneys' fees, of whatever kind or nature (collectively, "Losses") arising out of any such oral or written statement (in any and all mediums, including photos). Any disagreement about the Lot, the Auction process, duPont REGISTRY Live or the Seller and the Buyer are referred to as "Disputes."

    Upon signature of the consignment agreement, Seller must pay a $500 non-refundable entry fee, which fee duPont REGISTRY Live may offset against the Irrevocable Bid payment (the "Entry Fee"), and Seller make its Vehicle available for pick up by or on behalf of duPont REGISTRY Live for shipment to one of duPont REGISTRY Live's premises where the Lot will be inspected by duPont REGISTRY Live or by a 3rd party inspector. Seller will also be required to send the original title documents for the Lot at the same time it is picked up for transport prior to the Auction. If the title documents are held by a lien holder, Seller must provide copies of documents at such time and provide duPont REGISTRY Live with the contact information for the lien holder to allow duPont REGISTRY Live to confirm the Vehicle's title and ownership information.

    The Seller is responsible for ensuring that the Lot is in a condition for transport, such as ensuring that the Lot has sufficient fluids (for example, antifreeze and coolants). duPont REGISTRY Live's client service team will work with the Seller to organize the Vehicle's transport.

    duPont REGISTRY Live, or at duPont REGISTRY's Live's request, a 3rd party inspector may provide a report on their assessment of the Lot (the "Inspection Report") that will also be provided to prospective bidders. duPont REGISTRY Live will also arrange for a photography session of the Vehicle. duPont REGISTRY Live may also request the Seller to complete a Seller's Vehicle Disclosure Statement.

    Seller shall be responsible for declaring the Vehicle's accurate odometer reading. Seller shall be solely responsible for and shall defend, indemnify and hold duPont REGISTRY Live harmless for the accuracy or inaccuracy of such statement. duPont REGISTRY Live will also have the option to describe any Lot as "True Mileage Unknown" ("TMU") in its sole and absolute discretion.

    All Vehicles are required to pass NHTSA safety guidelines prior to sale. If issues with the Vehicle are found during the inspection or based on the review of the Seller's Vehicle Disclosure Statement, duPont REGISTRY Live will provide the Seller with a list of issues identified. duPont REGISTRY Live may revise descriptions of the Lot with the issues disclosed, or address the issues directly, at the Seller's sole expense. If in duPont REGISTRY Live's sole and absolute discretion the inspection reflects that the Vehicle is unsuitable for auction, duPont REGISTRY Live may rescind the Irrevocable Bid and Seller shall not be entitled to cash the check that duPont REGISTRY Live previously issued to the Seller when it picked up the Vehicle and its title. The costs to perform any minor mechanical or cosmetic repairs or battery replacement as duPont REGISTRY Live reasonably deems necessary to prepare the Lot for sale (the "Repair Fee") shall not exceed $500 per Lot, unless additionally authorized by Seller. The Repair Fees will be deducted from the Seller's proceeds of sale. duPont REGISTRY Live may also determine, at its sole and absolute discretion, that the Lot is not fit to be auctioned, correctly priced or ready for sale and duPont REGISTRY Live reserves the right to withdraw the Lot from the Auction and rescind the Seller's Agreement based on these findings, market conditions or any misrepresentation, inaccuracy or omission. Seller agrees to defend, indemnify and hold duPont REGISTRY Live harmless from any alleged Losses arising out of any such rescission.

  2. 2. Title, Registration Documents and/or Appropriate Documents Evidencing Chain of Ownership. Seller must provide to duPont REGISTRY Live any and all titles, registration documents and/or appropriate documents evidencing ownership and/or government registrations (such as Purchase Agreements and Bills of Sale) (collectively, "Titles") that shows a good, clear and transferable Title to the Lot prior to the Auction being scheduled. The Seller warrants that the Seller is the sole owner of the Lot, and that the Seller has full right and authority to sell the Lot, subject to existing liens, or that the Seller is acting on behalf of the owner of the Lot with the full legal authority to bind the owner ("Ownership"). If the Seller is acting on behalf of another individual or entity, the Seller must provide evidence of the Vehicle owner's consent and agreement to have the Lot submitted for an Auction. If for whatever reason duPont REGISTRY Live is forced to correct any Title defect, the Seller agrees to first pay duPont REGISTRY Live its reasonable costs and fees to correct the defect ("Title Fees" with a minimum fee of $500). The Title Fees will be deducted from the Seller's proceeds of sale. In cases where pre-existing Titles do not exist and insurance bonds are necessary, the Seller will be charged Title Fees on a case-by-case basis. In order to facilitate and transfer the Title for the Lot, the Seller agrees to sign the Power of Attorney that is part of the Consignment documents. The Seller will defend, indemnify and hold duPont REGISTRY Live harmless from any Losses arising out of all matters related to ascertaining, verifying and documenting the Vehicle's Ownership and Titles.
  3. 3. Exclusivity. The Seller grants to duPont REGISTRY Live the exclusive right and authority to advertise and sell the Lot for a period beginning with the date of when these Terms are agreed to and ending 30 business days following the Auction date.

  4. 4. The Auction Process. Seller agrees to work in a cooperative, collaborative and responsive manner with duPont REGISTRY Live's Auction Specialists to assist in the Auction process. This will include assessments regarding whether the Seller will set a reserve price for the Lot (the lowest bid acceptable to the Seller) (the "Reserve Price"), and the amount of the Reserve Price, if applicable, finalizing the information provided and the presentation of Seller's Lot on duPont REGISTRY Live's website. If Seller and duPont REGISTRY Live mutually agree on a Reserve Price, after inspection of the Vehicle by or on behalf of duPont REGISTRY Live, duPont REGISTRY Live will arrange for an "Irrevocable Bid." An Irrevocable Bid is a bid on a Lot that will be executed in connection with the Auction at a value that ensures that the Lot will sell. All live online auctions will have an Irrevocable Bid, unless "No Reserve" is displayed, or unless specifically indicated otherwise. While Buyers will be notified that Irrevocable Bids will be in place in an Auction, the amount of the Irrevocable Bid will not be disclosed to buyers during the Auctions. A Buyer may be able to beat the Irrevocable Bid by placing a similar or lower bid earlier than the execution of the Irrevocable Bid, provided that with such a bid the amount that the Seller would receive had the Reserve Price will be met. Once agreed between Seller and duPont REGISTRY Live, a Seller may lower their Reserve Price prior to or during the Auction, but may not raise it. To the extent an amendment to the Auction is required to reflect a change in Reserve Price, the Seller acknowledges that duPont REGISTRY Live may communicate this amendment via email or text communication and the Seller's acceptance thereof can be affirmed by responding in the form in which it was transmitted.

    Seller agrees to promptly review and approve any and all Vehicle and Seller descriptions prepared by duPont REGISTRY Live's Auction Specialist based on Seller's communications with the specialist. If Seller does not promptly respond, the placement of the Lot on the site may be delayed or duPont REGISTRY Live may choose to cancel Seller's listing. duPont REGISTRY Live may delay or cancel an Auction if it reasonably determines that there are issues that prevent an Auction in accordance with these terms, including any misrepresentations, inaccuracies or omissions by Seller or damage to the Lot, any Disputes or issues related to Vehicle's ownership. Once the Lot is placed on the Auction Platform, it will be considered an active listing (the "Auction Listing").

    The Vehicle description used for the Auction may include pre-sale estimates, which are only intended as guides for prospective Bidders. duPont REGISTRY Live makes no representation or warranty of the anticipated selling price of the Lot, and no estimate anywhere by duPont REGISTRY Live of the selling price of the Lot may be relied upon as a prediction of the Vehicle's actual selling price. Estimates included online, in pre-mailers, in any advertisements or elsewhere are preliminary only, and they are subject to revision by duPont REGISTRY Live from time to time at its sole and absolute discretion. The Seller acknowledges that duPont REGISTRY Live will not be liable for any errors or omissions in the pre-sale estimates of the Lot, and these pre-sale estimates make no guarantees, representations or warranties whatsoever to the Seller with respect to Lot's ultimate realized value.

    A sale of the Lot occurs between the Seller and the Bidder (the "Sale") when the time expires on the Auction Listing for no reserve Auctions, or provided the Seller is able to receive at least the net Reserve Price, defined as Reserve Price minus the commission payable to duPont REGISTRY Live if a Reserve Price is set. Seller agrees that they will not directly or indirectly bid on their Lot during an Auction, or ask others or otherwise arrange for them to bid on their Lot. Seller agrees that they will not engage in "shill" bidding directly or indirectly. In addition to the Entry Fee, Seller acknowledges that duPont REGISTRY Live will also charge a Buyer's Premium of 5% of the winning bid. duPont REGISTRY Live may sell the Lot at an Auction for an amount lower than the Reserve Price or Irrevocable Bid as long as the net proceeds to be received by the Seller are at least the amount that the Seller would have received if the Reserve Price had been met or the Irrevocable Bid had been executed. Once the time expires on the Auction Listing and a Sale has occurred, the Seller accepts that the Sale constitutes a binding, non-cancellable, non-transferable sales agreement between the Seller and the Buyer (the "Binding Sale Agreement").

    Before duPont REGISTRY Lives makes any payment of any money that may be due to the Seller, Seller agrees for duPont REGISTRY Live to release the Lot to the Buyer. If deemed necessary by duPont REGISTRY Live, Seller also agrees to provide duPont REGISTRY Live with any additional documents that might be necessary to transfer the Title for the Lot to the Buyer and Seller will cooperate with any action that duPont REGISTRY Live deems necessary in consummating this process.

    Generally, duPont REGISTRY Live will issue a check to the Seller upon pickup of the Vehicle and its title documents in the amount of duPont REGISTRY Live's Irrevocable Bid, which check the Seller agrees it will not cash until the Bill of Sale has been signed with the winning Buyer of the Vehicle upon conclusion of the Auction. If the Vehicle is sold at Auction for a price in excess of the Irrevocable Bid, such that there remains amounts owning from duPont REGISTRY Live to the Seller, the incremental amounts owed shall be paid by duPont REGISTRY Live to the Seller within 7 days of termination of the Rescission Period referred to under Section 7 of these Terms.

    Seller agrees for duPont REGISTRY Live to act as an intermediary between the Seller and the successful Bidder (also referred to as the "Buyer") by accepting the purchase price from the Buyer and Seller's transferring the Lot's Title to the Buyer. Subject to these Terms, duPont REGISTRY Live will make reasonable efforts to disburse the money due to the Seller within, provided that the purchase price, applicable commissions and fees have been received by duPont REGISTRY Live, in accordance with these Terms, any liens having been satisfied and released and no claim or Dispute remaining pending or outstanding with the Buyer.

    After duPont REGISTRY Live receives full payment from the Buyer, the Seller agrees for duPont REGISTRY Live to inform the Buyer that Buyer can take possession of the Lot. duPont REGISTRY Live will prepare the Bill of Sale and the Seller authorizes duPont REGISTRY Live to execute and deliver the Bill of Sale to the Buyer on Seller's behalf.

    The Seller agrees to rely solely upon the Buyer for payment and to defend, indemnify and hold harmless duPont REGISTRY Live in the event that the Buyer does not remit full payment to duPont REGISTRY Live.

    In case of non-payment, or a returned Lot, the Seller grants duPont REGISTRY Live the authority for up to 30 business days after the Auction to work with the Seller and Bidders that have been identified to seek to reach an agreement between the Seller and any interested Bidders. In the case where duPont REGISTRY Live has offered an Irrevocable Bid on the Lot, and duPont REGISTRY Live determines that Seller has not breached in accordance with Section 6 below, such Irrevocable Bid will automatically become the revised Purchase Price of the Lot once the 30 business days have passed, or earlier, if the Seller chooses to do so. The Seller may also opt in the latter case to have the Lot returned, which duPont REGISTRY Live can facilitate after settlement of any outstanding fees (including but limited to entry fees, return shipping fees and any other fees incurred by duPont REGISTRY Live).

    If a transaction to consummate the Vehicle's sale is completed after the Auction, the Seller is responsible for the commissions and fees that would be due had the Lot been sold at the Auction.

  5. 5. Transportation. duPont REGISTRY Live will manage the transportation process for picking the Vehicle up from the Seller and delivering it to the Buyer. In all cases, the Seller and Buyer and/or vehicle transportation company is liable for any damage that occurs to the Vehicle during Vehicle pickup and transportation. The Buyer is responsible to insure the Lot as soon as Buyer has been notified that it is the winning Bidder in the Auction and Buyer bears the risk of loss from and after the Auction's closure.
  6. 6. Problems with the Sale of the Lot. If duPont REGISTRY Live has reason to believe or is notified that the: (i) Seller is in breach or alleged breach of its contractual obligations to Buyer or duPont REGISTRY Live; (ii) Seller's actions could potentially cause duPont REGISTRY Live to suffer or incur Losses; and/or (iii) Buyer raises concerns regarding the Lot's condition, character, features, condition, correctness, authenticity, or history or description (during or after the 14-day Rescission Period described below (collectively, a "Dispute"), duPont REGISTRY Live, at its sole and absolute discretion, may withhold payment to the Seller until the Dispute has been resolved. duPont REGISTRY Live may deduct any sums that are due to it from the sum held.
  7. 7. 14-Day Window for Rescission of Sale due to Buyer Concerns Regarding Lot Description. duPont REGISTRY Live will review any concerns the Buyer may have regarding material misrepresentations, inaccuracies and omissions impacting the Vehicle after the conclusion of the Auction sale for up to 14 days after the Auction is closed (the "Rescission Period"). These concerns may be regarding the Lot's description, information supplied by the Seller as to the originality, character, features, condition, correctness, authenticity, Title, Ownership or history of the Lot, directly or through the Site or as required by the applicable laws. If duPont REGISTRY Live, in its sole and absolute discretion, determines that the alleged oral or written statement (that would not have been reasonably found through the Bidder's due diligence) or other related complaint materially decreases the value or functionality of the Lot, duPont REGISTRY Live will, within reason, work with the Seller and Buyer to reach a solution. In exceptional circumstances, if duPont REGISTRY Live cannot obtain an amicable resolution between the Buyer and Seller to address concerns raised by the Buyer, duPont REGISTRY Live may determine that rescission of the Auction sale is warranted. In order for a Buyer to have the right to return the Vehicle under these circumstances, the Vehicle must not have been driven more than 50 miles since its delivery from duPont REGISTRY Live, the Vehicle must be received by duPont REGISTRY Live at its origination point within such 14-day period and in the same condition as it was in when it was delivered, subject to the increased mileage up to 50 miles. In the case where duPont REGISTRY Live has offered an Irrevocable Bid on the Lot, if in the course of attempting to resolve the Dispute duPont REGISTRY Live determines that Seller has not breached in accordance with Section 6 above, such Irrevocable Bid will automatically function as the Purchase Price of the Lot and Seller accepts and agrees that such Irrevocable Bid might be lower than the price that would have been realized at Auction from the Buyer with whom it has a unresolved Dispute. If the Seller opts however to have the Lot returned, or if duPont REGISTRY Live determines that that Section 6 is applicable, in that circumstance, the Seller will be liable to duPont REGISTRY Live for the costs and expenses associated with the transportation of the Lot back to the Seller and the commissions and fees due to duPont REGISTRY Live (as if the Lot were withdrawn as provided in Section 9 below). The Seller agrees to defend, indemnify and hold duPont REGISTRY Live harmless from any Losses that arise with respect to any such Disputes, including but not limited to, travel expenses, repair expenses, and inspection expenses in any way related to actions taken in accordance with this section.
  8. 8. Non-Payment by Buyer. In the event of non-payment by the Buyer, duPont REGISTRY Live will use reasonable efforts to enforce payment from the Buyer. However, duPont REGISTRY Live shall not be liable to the Seller for remediating Buyer's default in payment. If the Buyer does not pay duPont REGISTRY Live, then at duPont REGISTRY Live's sole and absolute discretion, duPont REGISTRY Live may, as non-exclusive remedies, cancel the sale, enforce payment by the Buyer, or take other actions permitted by applicable law. In the case where duPont REGISTRY Live has offered an Irrevocable Bid on the Lot, such bid will automatically function as the Purchase Price of the Lot and Seller accepts and agrees that such a bid might be lower than the price that would have been realized at Auction from the defaulting Buyer. If the Seller opts however to have the Lot returned, in that circumstance, the Seller will be liable to duPont REGISTRY Live for the costs and expenses associated with the transportation of the Lot back to the Seller and the commissions and fees due to duPont REGISTRY Live (as if the Lot were withdrawn as provided in Section 9 below). The Seller agrees to defend, indemnify and hold duPont REGISTRY Live harmless from any Losses that arise with respect to any such Disputes, including but not limited to, travel expenses, repair expenses, and inspection expenses in any way related to actions taken in accordance with this section.
  9. 9. Seller's Withdrawal Right. The Seller acknowledges that duPont REGISTRY Live has incurred and will incur significant costs preparing, advertising, marketing, and promoting the Lot for Auction. If the Seller withdraws the Lot (the Seller's "Withdrawal Right") prior to the earlier of: (i) duPont REGISTRY Live's marketing of the Vehicle for Auction; and (ii) the Vehicle's Auction going live, the Seller will be obligated to pay a Withdrawal Fee, as defined below, to compensate duPont REGISTRY Live. The Seller accepts and acknowledges that after the earlier of (i) and (ii) above, the Seller is unable to withdraw the Lot from the Auction. If the Seller exercises its Withdrawal Right, it shall be obligated to pay duPont REGISTRY Live the sum of: (i) the out-of-pocket third party costs and expenses incurred by duPont REGISTRY Live in preparing the Vehicle for Auction, including any legal costs and fees; (ii) the Entry Fee; (iii) any Repair Fees; (iv) any Title Fees; and (v) the costs of transporting the Vehicle to Seller. If the Seller withdraws a Lot before the Auction Listing has been published and before the Lot has been marketed, duPont REGISTRY Live will return the Vehicle at the Seller's expense and after Seller has paid the above fees and expenses to duPont REGISTRY Live.
  10. 10. Reserve Price; Auctioneer Role. Lots not marked as "no reserve" (or similar) are subject to a Reserve Price set by the Seller. When a Lot is sold subject to a Reserve Price, the Auctioneer may bid on the Seller's behalf up to and including an amount not to exceed the amount of the Reserve Price, or if there is an Irrevocable Bid on the Lot, up to the amount of the Irrevocable Bid, without indicating to Bidders or Seller that they are doing so, either by placing an opening bid, consecutive bids or bids in response to other Bidders. If duPont REGISTRY Live contributes to the Hammer Price to meet a Reserve Price, the Reserve Price for the respective Lot becomes the Hammer Price plus duPont REGISTRY Live's contribution for purposes of calculating the Auctioneer's commissions. The Auction of each Lot will be conducted by duPont REGISTRY Live's on-site or online representative (the "Auctioneer"), who will solicit and accept bids aided by other personnel as determined by duPont REGISTRY Live. duPont REGISTRY Live and its Auctioneer will have sole and absolute discretion with regard to the Lot as to: (a) whether to accept or reject bids in any amount; (b) whether and in what amount to place bids on behalf of Seller up to and including the Lot's Reserve Price, if the Lot is offered subject to a Reserve Price; (c) move the bidding backwards or forwards in any way they may decide, or change the order of the lots; (d) the conduct of the Auction (including bid increments, use of a bid display or currency converter, whether to restart the Auction of the Lot in whole or in part for any reason (including, without limitation, reopening or continuing the bidding even after the hammer has fallen), whether to withdraw the Lot from Auction for any reason or cancel the Auction, whether to divide any Lot and/or combine any 2 or more Lots and settling any disputes regarding bidding on the Lot); (e) recognition of any sale to Bidder at the Auction or whether the Lot has instead been "passed" for sale at the end of its Auction; (f) in the case of error or dispute related to bidding and whether during or after the Auction, continue the bidding, determine the successful bidder, cancel the sale of the Lot or reoffer and resell any Lot and take such other action as the Auctioneer may reasonably deem appropriate; and (g) whether to rescind or terminate the sale of any Lot if duPont REGISTRY Live determines in its sole absolute discretion that it cannot complete the transaction for any reason, in which case duPont REGISTRY Live shall refund any payment by Bidder that has not yet been transferred to Seller, as well as any Buyer's Premium paid to duPont REGISTRY Live in full satisfaction of duPont REGISTRY Live's obligations, and Bidder shall have no further remedy of any kind against duPont REGISTRY Live notwithstanding anything to the contrary in these Terms. The Auctioneer's determination in resolving these matters shall be in its sole and absolute discretion and final and binding on all parties. Bidder agrees that duPont REGISTRY Live shall have no liability whatsoever to Bidder or any other party for the exercise of any of the foregoing rights, or for any errors in the execution or failure to execute any bid in any medium, including bids submitted online, over the phone, or via absentee bid, regardless of any circumstances.
PART 2: CONDITIONS OF BUSINESS APPLICABLE TO ALL PERSONS

1. Currency. All Auctions and transactions are in U.S. Dollars.

2. No Warranty. All Parties acknowledge and agree that online services such as the Auction site may be subject to errors, inaccuracies, interruptions and disruptions and duPont REGISTRY Live makes no warranties that the site will be available or function in real time, or be navigable at all times. The site is made available to all users on an "As Is," "Where Is" basis, with no warranty of any kind.

DUPONT REGISTRY LIVE MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE SITE OR ANY LOT OFFERED AT AUCTION AND SPECIFICALLY DISCLAIMS ALL WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A SPECIFIC PURPOSE. DUPONT REGISTRY LIVE WARNS BIDDERS OF THE RISK OF INACCURACIES IN RELEVANT INFORMATION FOR EACH LOT AND THUS STRONGLY ENCOURAGES BIDDERS TO PERFORM THEIR OWN INVESTIGATION, INSPECTION AND OTHER DUE DILIGENCE ON EACH VEHICLE.

3. Information; Data Sharing. duPont REGISTRY Live retains the services of third parties to perform inspection, credit check and title processing services. All persons consent to the sharing of their personal information with these third parties and agree to allow duPont REGISTRY Live to use their personal information in accordance with duPont REGISTRY Live's privacy policy. All persons agree to provide all information and assistance reasonably requested by duPont REGISTRY Live to comply with duPont REGISTRY Live's' internal anti-money laundering process and to comply with any and all anti-money laundering laws and regulations.

4. Photography, Videography, and Illustrations. All photographs, videography, and illustrations commissioned by duPont REGISTRY Live for the Lot are the absolute property of duPont REGISTRY Live, and duPont REGISTRY Live shall have the absolute right to use the photographs, videography, and illustrations as duPont REGISTRY Live may deem fit from time to time.

5. Set-Off. If either the Bidder or the Seller owes duPont REGISTRY Live money from any transaction, whether as a result of a breach or otherwise, duPont REGISTRY Live may setoff or retain funds to satisfy the amount owed by the Bidder or the Seller, as the case may be. duPont REGISTRY Live reserves the right to offset any amounts owned to it by either Seller or Buyer from any amounts duPont REGISTRY Live owes to either respective party.

6. Choice of Law. These Terms and all agreements between the parties shall be governed by the laws of the State of Florida, exclusive of its choice of laws principles.

7. Dispute Resolution; Binding Arbitration. All persons agree that they will first attempt to amicably resolve any disputes. If there is a dispute between a Seller and a Bidder, duPont REGISTRY Live will agree to use reasonable efforts to mediate the dispute and to facilitate a resolution. If a resolution can be reached, the Parties agree to document the agreement, which will include the execution by each Party of a full and final release of duPont REGISTRY Live.

PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT CAREFULLY BECAUSE IT REQUIRES SELLERS TO ARBITRATE CERTAIN DISPUTES AND CLAIMS.

If the Parties to the dispute cannot reach a resolution, the Buyer and the Seller agree that the venue for any dispute resolution shall through binding arbitration. The Seller or the Buyer shall proceed to arbitration in Miami-Dade County in the State of Florida, before one arbitrator and all proceedings shall be conducted in English. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures or pursuant to JAMS' Streamlined Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. In the event that either Party brings action against the other, arising from or relating to these Terms or any transaction or dispute involving duPont REGISTRY Live, the prevailing Party, as determined by the arbitrator or court, shall be entitled to recover its reasonable and documented attorneys' fees and costs, including through appeals.

8. Class Action Waiver. SELLER AGREES THAT BY ENTERING INTO THIS AGREEMENT, SELLER AND DUPONT REGISTRY LIVE ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. SELLER AND DUPONT REGISTRY LIVE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN SELLER'S OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.

9. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, ALL PERSONS AGREE THAT THE MAXIMUM LIABILITY OF DUPONT REGISTRY LIVE ARISING OUT OF OR RELATED TO THESE TERMS OR ANY CLAIM OR DISPUTE BETWEEN THE PARTIES REGARDING THE LOT OR ANY AUCTION SHALL BE LIMITED TO THE FEES ACTUALLY RECEIVED BY DUPONT REGISTRY LIVE FOR THE SPECIFIC AUCTION AT ISSUE.

10. Limitation on Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY, CONTAINED IN THESE TERMS OR ELSEWHERE, EXPRESSED OR IMPLIED, DUPONT REGISTRY LIVE SHALL NOT BE LIABLE TO ANY PERSON, INCLUDING THE SELLER OR THE BIDDER, WHETHER IN CONTRACT OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGE, AND WHETHER CONSIDERED DIRECT OR INDIRECT, LOSS OF REVENUE, LOSS OF PROFIT, LOSS OF ANTICIPATED PROFIT, LOSS OF USE, LOSS OF PRODUCTION, LOSS OF PRODUCT, LOSS OF PRODUCTIVITY, LOSS OF CONTRACT, OR LOSS OF BUSINESS OPPORTUNITY ARISING FROM OR RELATING TO THESE TERMS OR ANY AGREEMENT.

11. Force Majeure. A "Force Majeure Event" means any act or event that renders a Party, wholly or partially, unable to perform its obligations under the Agreement or delays such affected Party's ability to do so, when such act or event (i) is beyond the reasonable control of the affected Party; (ii) is not due to the fault or negligence of the affected Party; and (iii) could not have been avoided by the affected Party by the exercise of reasonable diligence. duPont REGISTRY Live shall not be responsible to any other person for any delay or failure to fulfil any obligation under this Agreement or for any expense, cost, loss or damage caused if such delay, non-performance, expense, cost, loss or damage has been caused or contributed by any Force Majeure Event. In no way shall this provision excuse Seller from consummating a transaction and paying all amounts due to duPont REGISTRY Live as set forth herein.

12. Entire Agreement. These Terms and the remainder of the agreements that are entered into and executed between duPont REGISTRY Live and any other person constitute the entire agreement between the Parties (including any respective predecessor-in-interest) and supersede all other agreements, promises, statements, representations, warranties, proposals, discussions and correspondence, whether oral or written and regardless of when made, and shall be binding upon all Parties and their respective heirs, personal representatives, and assigns. These Terms shall not be modified, except in writing signed (including electronic signature) by all persons affected. Whenever used in these Terms, as the context may require, the singular number shall include the plural, the plural number shall include the singular, the masculine gender shall include the feminine and neuter, the feminine gender shall include the masculine and neuter, and the neuter gender shall include the masculine and feminine. duPont REGISTRY Live reserves the right to amend, modify, change or restate these Terms, in whole or in part, at any time in its sole and absolute discretion.

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