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Last Updated: January 13, 2021
Welcome and thank you for your interest in CPX Auctions from Collector Part Exchange (“CPX”), and our website: www.auctions.collectorpartexchange.com. (the “Site”).
Please carefully read the following terms and conditions to ensure that you understand and comply with them in full.
ELIGIBILITY:
CPX Auctions is only available to users 18 years of age and above. If you are bidding on behalf of a company, you are authorized to represent the organization.
ACCEPTANCE:
By registering with CPX Auctions you agree that you have read, understood, and agree to be bound by the Terms.
ACCESS
As long as you comply with these Terms, CPX grants you permission to access and use the Site consistent with its intended features provided that you no reproduce, modify, publicly display, or distribute its contents.
ACCOUNT INFORMATION
In order to access some features of the CPX Auctions, you will have to register and create an account. You hereby represent and warrant that the information you provide to CPX is true, accurate, current, and complete.
PASSWORD
Registered Users will have login information, including a username and password. Your account is personal to you, and you may not share your account information with, or allow access to your account by any third party. As you will be responsible for all activity that occurs under your access credentials, including without limitation the submission or modification of bids, you should preserve the confidentiality of your username and password. If you have any reason to believe that your account information has been compromised or that your account has been accessed by a third party, you agree to immediately notify CPX by e-mail to [email protected]. You are solely responsible for your own losses or losses incurred by CPX and others (including other users) due to any unauthorized use of your account that occur prior to notifying CPX that your account was compromised.
LINKED ACCOUNTS
CPX may, now or in the future, allow you to link your account(s) on the Site to your accounts on the Collector Part Exchange marketplace site (www.colllectorpartexchange.com).
OWNERSHIP; PROPRIETARY RIGHTS
The Site is owned and operated by CPX. The visual interfaces, graphics, audio and audiovisual content, design, compilation, information, computer code, products, software (including any downloadable software), services, and all other elements of the Site provided by CPX (“Site Content”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Site Content is the copyrighted property of CPX. All trademarks, service marks, and trade names are proprietary to CPX or its affiliates. You understand that nothing herein shall be deemed or interpreted to grant you any right or license under any intellectual property rights of CPX or any third party, or give rise to any ownership or proprietary rights in or to any Site Content. Unauthorized reproduction or distribution of Site Content is strictly prohibited.
PAYMENT; NO REFUNDS
By submitting a transaction on the Site, you are authorizing CPX to charge your payment instrument for the amount shown in the applicable transaction processing page, plus any applicable sales taxes. Generally, charges are processed within a reasonable time following the completion of the applicable transaction, and CPX may aggregate and process separate charges you incur during that period as a single transaction. You will bear all costs associated with a disputed charge which results in any chargeback or other action from CPX’s merchant account provider. All sales made and charges processed through the Site are final. No refunds, credits, or exchanges of any kind will be made or issued under any circumstances.
PROHIBITED USES
You agree not to use the Site or any aspect or feature thereof for any unlawful purpose or in any way that might harm, damage, or disparage any other party. Without limiting the proceeding sentence, you agree that you will not, do, or attempt to:
MODIFICATION OF THE TERMS
CPX reserves the right to update or modify the Terms on a going forward basis at any time without prior notice, and such changes will be effective immediately upon being posted through the Site, except as set forth below. These Terms will identify the date of the last update. Your use of any Site following any such change becoming effective constitutes your agreement to be bound by the modified Terms of Use. In the case of material changes to the Terms, CPX will make reasonable efforts to notify you of the change, such as through sending an email to any address you may have used to register for an account.
DISCLAIMERS
The Site, and any other software, services, or applications made available in conjunction with or through the Site, are provided on an “as is”, “as available”, “with all faults” basis without representations or warranties of any kind, either express, implied, or statutory, including, but not limited to, in terms of correctness, accuracy, reliability, or otherwise. to the fullest extent permissible by applicable law, CPX hereby disclaims all warranties of any kind, either express or implied, including, any warranty of merchantability, fitness for a particular purpose, non-infringement, or arising from a course of dealing, with respect to the products or sites provided by CPX through the site.
LIMITATION OF LIABILITY
In no event will CPX, its Exectives and Directors be liable to any party for any direct, indirect, special or other consequential damages arising out of or in connection with (i) your use of the site or site content; (ii) the use or access of or inability to use or access the site or any site content; or (iii) choices made based on information acquired through the site (iv) and any accidents or unexpected events otherwise, whether based in tort, contract or other legal theory, even if CPX is expressly advised of the possibility of such damages. In no event will CPX, its Executives or Directors be liable in the aggregate for any damages incurred greater than the payments you made to CPX for purchases through the Site.
LIMITATIONS; BASIS OF THE BARGAIN
Applicable law may not allow for the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such cases, you agree that because such warranty disclaimers and limitations of liability reflect a reasonable and fair allocation of risk between you and CPX, and are fundamental elements of the basis of the bargain between you and CPX, CPX’s liability will be limited to the maximum extent permitted by law. You understand and agree that CPX would not be able to offer the site to you on an economically feasible basis without these limitations.
MISCELLANEOUS
The Site, these Terms and the relationship and rights and obligations of the parties with respect to your use of the Site shall be governed solely and exclusively by the laws of the state of Oregon, without regard to such state’s choice of law rules and regardless of where you are located or received the Site or Site Content. You agree that any dispute (including any claim, counterclaim or other action) arising with regard or relating to any of these Terms or the Site shall be brought and adjudicated only in the Multnomah County Circuit Court or the United States District Court for Oregon, to the exclusion of all other venues and jurisdictions. This is the entire agreement between you and CPX relating to the subject matter herein, and supersedes all previous communications, representations, understandings and agreements, either oral or written, between you and CPX with respect to said subject matter. These Terms shall not be modified or waived except in a writing signed by both parties.
CONDITIONS OF SALE
Please read the following conditions of sale (“Conditions of Sale”) carefully prior to registering to bid in any CPX Auction (“Auction”). As used herein, “General Conditions” refers to, collectively, the terms and conditions of these Conditions of Sale. The General Conditions constitute the sole and entire agreement between, as applicable, CPX and/or the Seller (as defined below), on the one hand, and any bidder or the Buyer (as defined below), on the other hand, under which CPX will offer and sell items. The General Conditions may only be amended by written addenda by a CPX representative. CPX uses a third-party service provider (“Service Provider”) to provide online bidding functionality on the Site. In addition to the General Conditions, bidders may be required to accept the Service Provider’s terms and conditions as a condition to participating in an Auction via the Site.
By registering to bid or placing a bid at an Auction, each bidder, Buyer and person so attending or participating represents, warrants and covenants to and with CPX that such bidder, Buyer or person attending or participating, as the case may be, has reviewed, understands, and accepts and agrees to be, and is, bound by the General Conditions, including the paragraphs labeled “Limitation on Damages” and “As Is – No Warranty,” which set forth CPX’s obligation and maximum liability in the event of loss or damage to any bidder, Buyer or attendee.
REGISTERING TO BID
Registration Required. No person may bid at an Auction unless registered. Prospective bidders may submit a request to register for an Auction by following the instructions displayed on the registration page of the Site.
CPX Discretion. CPX is an equal opportunity company that does not discriminate on the basis of race, color, national origin, gender, religion, age or disability in the provision of services. Subject to the foregoing, CPX reserves the right, in its sole discretion, to refuse to register any person with or without cause.
BIDDER RESPONSIBILITIES
Each bidder shall be deemed to be bidding as a principal for its own account and shall be personally responsible for payment in full of the Purchase Price (as defined below) and other amounts due as Buyer and for fulfillment of all Buyer’s obligations and covenants under the General Conditions.
Each bidder is personally responsible for any use of its account, and each bidder is personally liable under the General Conditions for the full Purchase Price (as defined below) and other amounts due if the account is used in the winning of any Lot(s), whether by the respective bidder or by any other person.
Compliance with Law. By participating in the Auction and/or bidding, each bidder and Buyer is expressly representing and warranting to CPX that it is complying with and agrees to comply with all applicable laws, rules and regulations, and the General Conditions.
CPX AS AGENT FOR SELLER
All Lots in the Auction are offered by CPX as agent for the seller of the Lot (the “Seller”) and not on behalf of CPX. CPX shall not have any liability or responsibility for any act, omission, default or failure by any Seller.
DESCRIPTIONS OF PROPERTY
Any descriptions of the Lots are only statements of opinion and not statements of fact and do not, and shall not under any circumstances be deemed to, create or constitute representations or warranties of any kind by CPX or the Seller. Each bidder and Buyer hereby acknowledges and agrees that they are not entitled to rely, and they each agree not to rely, upon any of such descriptions, statements, affirmations, information or materials for any purpose, and that none of the foregoing are a part of the basis of the bargain of the purchase and sale of any Lot, nor do or shall any of the foregoing supersede or modify any of the General Conditions.
ONLINE BIDDING
Bidding Increments. Bidding will be opened at a level determined by CPX, and will generally advance in set increments.
Countdown Clock. With respect to any Lot, at least two minutes must elapse between placement of the final bid and the close of bidding. In furtherance of the foregoing, with respect to any such Lot, if a bid is placed with fewer than two minutes remaining on the countdown clock for bidding (“Countdown Clock”), then the bidding period will be extended and the Countdown Clock will be reset at two minutes, and such extensions will continue indefinitely until there is no more bidding activity on the Lot for a period of two consecutive minutes. The extension of any one Lot’s closing time will not affect other Lots’ closing times.
CURRENCY CONVERTER
CPX may provide a currency converter during the Auction as an accommodation to bidders who wish to follow the bidding in foreign currencies, and any rates quoted or displayed are only indications of the conversion amount and shall not be relied upon by any bidder or Buyer for any purpose, including bidding. CPX shall not be liable or responsible for any errors or omissions in connection with such currency conversions or rates, and the bidder accepts and assumes all responsibility and liability for any errors or omissions relating thereto and for calculating any conversion rates. Currency conversion rates may change from the time of bidding to the time of payment. All bids are made in and must be paid in U.S. Dollars.
RESERVES
Unless otherwise specified in the published Lot description or announced at the Auction, the Lots will be offered subject to a reserve, which is the minimum amount that the Seller is willing to accept with regard to the respective Lot. Reserves are confidential. Sellers may not bid on Lots they have consigned to CPX.
BIDDING DISPUTES
Bids Are Final. Each bid is final, binding, and irrevocable, and bidders may not change, retract or rescind any bid once made.
Buyer’s Premium; Taxes. Bid amounts, including the amount of any winning bid or final bid price, do not include the Buyer’s Premium or any taxes.
THE BUYER
Binding Contract. The buyer (“Buyer”) is the highest bidder accepted by CPX Auctions, subject to the reserve, if any, and the terms of the General Conditions. When the Countdown Clock reaches zero, marks the acceptance of the Buyer’s bid and a contract of purchase and sale is made between the Buyer and Seller. CPX is not a party to the contract of purchase and sale and CPX shall not be liable or responsible for any breach or default of such contract by either Buyer or Seller. All sales are final.
Risk of Loss. When the Countdown Clock reaches zero, the Buyer is thereupon responsible for and assumes all risk of loss or damage to such Lot. CPX, its employees, officers, and directors shall not be liable for any loss or damage to or any loss or damage caused by any Lot at any time.
BUYER’S PREMIUM
In addition to the final bid price, the Buyer is required to pay CPX a percentage of the final bid price, which CPX retains (the “Buyer’s Premium”). CPX Auctions will have a Buyer’s Premiums 10% of the final bid price. The Buyer’s Premium will be superseded if it is explicitly stated in the materials for a specific auction.
PAYMENT
Purchase Price. The purchase price to be paid by the Buyer is, and the Buyer acknowledges it is responsible for and agrees to timely pay, the sum of the final bid price (the highest bid acknowledged and accepted), plus (i) the Buyer’s Premium and (ii) all applicable state and local sales and/or use taxes and license fees (such taxes and fees to be determined by CPX in its sole discretion) (collectively, the “Purchase Price”).
Payment Terms. Payment of the full Purchase Price is due to CPX no later than 5:00 pm Pacific Time of the third day following completion of the Auction.
Late Payment Fees. CPX reserves the right to impose a late charge of up to a maximum of 18% per annum (or the maximum rate permitted by law if less than 18%) on any portion of the Purchase Price if the Buyer does not make timely payment of the Purchase Price when due under these Conditions of Sale.
Other Amounts. In addition, the Buyer acknowledges it is responsible for, and agrees to timely pay, (a) any and all costs and expenses incurred on behalf of the Buyer and/or as a result of the Buyer’s failure to timely and fully comply with the General Conditions, including removal, transport and storage costs for the Lot and taxes thereon and (b) all other amounts due and owing pursuant to the General Conditions.
Payment Method. All payments must be made via the CPX Auctions website which accepts various forms of electronic payment. Ownership of the item does not pass to the Buyer until funds are remitted in full and are received by CPX.
PROMOTIONAL PRICING
CPX may offer certain promotional pricing (including waiving certain fees) from time to time that differs from standard rates for registration and the like (“Promotional Pricing”), and may discontinue such Promotional Pricing at any time. Such Promotional Pricing is offered in CPX’s sole discretion, and offering Promotional Pricing to one or more individuals on a particular occasion does not constitute a commitment to offer the same Promotional Pricing on any other occasion, or to any other individuals on any particular occasion.
SHIPMENT
Following the Auction, Buyer must work in good faith with CPX to coordinate shipment of Lot(s) that the Buyer has won during an Auction. Shipping costs are the responsibility of Buyer and must be coordinated with the Seller and paid in full within 7 days of payment of the auctions conclusion.
DATA USE
More information regarding how CPX uses personal information to provide services can be found in CPX’s Privacy Policy.. Please contact CPX with any questions or comments about the Privacy Policy, your personal information, our third-party disclosure practices, or your consent choices, via email to [email protected]
COPYRIGHT
CPX shall own the copyright in all photographs, videos, illustrations and written descriptions of the Lots created by or for CPX. Without limiting the foregoing, CPX shall have the right to use, publish, display and reproduce any and all of the foregoing for any purpose and in any media at its discretion at any time in any manner whether before and/or after the Auction, and no bidder or Buyer shall have any right, title or interest to any of the foregoing. Each bidder and Buyer agrees they will not use, reproduce or publish for any purpose any such photographs, videos, illustrations or written descriptions created by or for CPX.
CPX’S RIGHTS
CPX reserves the right, in its sole discretion, to (a) withdraw any Lot at any time prior to or at the Auction, (b) postpone or cancel the Auction of any or all of the Lots for any reason, (c) reject or refuse any bid from any party before or during the Auction, (d) revoke any bids or otherwise withdraw CPX’s permission for the bidder to participate in the Auction or use the Site, (e) terminate a registered bidder’s bidding account, or (f) rescind or terminate any sale if CPX determines in its sole discretion that it cannot complete the transaction for any reason, in which event CPX shall refund any payment by Buyer which has not yet been transferred to Seller, as well as any Buyer’s Premium paid to CPX, and Buyer shall have no further remedy of any kind against CPX notwithstanding anything to the contrary in the General Conditions. Each bidder and/or Buyer agrees that CPX shall not have any liability whatsoever to any bidder for exercise of any of the foregoing rights, or for any errors in execution or failure to execute any bid(s), regardless of circumstances or events of any kind.
NONCOMPLIANCE OF BUYER/REMEDIES
Remedies. If the Buyer or a bidder fails to comply with any of the General Conditions, including if a Buyer or bidder fails to timely pay the full Purchase Price and/or remove a Lot when and as required by these Conditions of Sale, the Buyer or bidder, as the case may be, shall be in breach and default of the General Conditions, and shall be liable to CPX, and each bidder and Buyer agree that CPX shall be entitled to recover from such Buyer or bidder, as the case may be, any and all damages, costs, expenses, fees (including attorneys’ fees) and other amounts suffered and/or incurred by CPX as a result of such failure to comply (including any such damages, costs, expenses, fees and other amounts suffered or incurred as a result of suit(s) by the Seller or other third parties). Further, in such event of a failure to comply, CPX may, in its sole discretion, at any time and from time to time, in addition to all other available remedies under the General Conditions, at law and otherwise, and without any notice to such Buyer or bidder, take any one or more of the following actions to the fullest extent allowed by law: (a) hold the defaulting Buyer or bidder, as the case may be, liable for the Purchase Price, all other amounts due under the General Conditions, and all damages, costs and expenses suffered or incurred by CPX as a result of such default and failure to comply, including initiating legal action against the Buyer or bidder, including an action for specific performance; (b) cancel or rescind the sale; (c) resell the Lot(s) with or without reserve privately or at public auction, in which case the Buyer or bidder shall be liable for any deficiency between the Purchase Price and other amounts due under the General Conditions (plus all damages, costs, expenses, fees (including attorneys’ fees) incurred by CPX as a result of noncompliance and all commissions, premiums and fees applicable to such resales) and the price received upon the resale; (d) remove or arrange for the removal and storage of the Lot at the sole risk and cost of such defaulting Buyer or bidder; (e) offset any sums due from CPX to the Buyer or bidder against the Purchase Price and all other amounts due and owing by the Buyer or bidder under the General Conditions; (f) repossess the Lot(s) for which the Purchase Price or any portion thereof is unpaid, and resell such Lot(s) and apply the sale proceeds against amounts owed by such Buyer or bidder under the General Conditions; and/or (g) take any other action that CPX in its sole discretion deems necessary or desirable, including any combination of the foregoing remedies.
GOVERNING LAW; JURISDICTION
Oregon Law. The Auction, the General Conditions and the relationship and rights and obligations of the parties shall be governed solely and exclusively by the laws of the State of Oregon, without regard to such state’s choice of law rules and regardless of where the bidder or Buyer is located or received any Auction materials.
Binding Arbitration. Each bidder and Buyer agree that any dispute (including any claim, counterclaim or other action) or controversy arising out of or relating to any of the General Conditions, the Auction or any Lot shall be brought and determined by arbitration in Portland, Oregon before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures or pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. The determination of the scope or applicability of this Agreement to arbitrate shall be solely determined by JAMS. Judgment on an award may be entered in any court having jurisdiction. In the event that any party seeks relief under this Agreement in any venue other than through JAMS (including federal or state court), then the complaining party shall pay all of the costs, fees, including attorneys’ fees, and expenses of the responding party. Each party shall pay its own proportionate share of arbitrator fees and expenses and/or the prevailing party shall be reimbursed for its expenses, including reasonable attorneys’ fees. The parties waive their right to a jury trial and the right of appeal. In the event that either files any claim against any shareholder, employee, officer, director, member, manager, representative, principal, or agent of the other party, then the parties hereby agree that any such claims shall also be subject to this dispute resolution section. Each bidder and Buyer, by registering to bid at or participating in the Auction, hereby submits to the jurisdiction of state and federal courts in Oregon.
Waiver of Service of Process. Each bidder and Buyer by registering to bid at or participating in the Auction, and any person attending the Auction, hereby consents to waiver of service of process pursuant to Oregon or federal rules of civil procedure, so long as notice is provided in English via Federal Express or similar courier, with copies via facsimile or e-mail.
BINDING ON SUCCESSORS
The General Conditions shall be binding on each participant, as the case may be, in the Auction, and each bidder and Buyer and CPX, and their respective agents, heirs, executors, legal representatives, successors and assigns.
ATTORNEYS’ FEES
If CPX engages counsel to assist it to enforce any part of the General Conditions, with regard to any bidder, Buyer or other party, then such bidder, Buyer or other party, as the case may be, shall be responsible for all reasonable fees (including attorneys’ fees), costs and all expenses incurred by CPX (including costs and all expenses related to evaluating, analyzing, assessing, enforcing, preparing for and conducting litigation of any kind or nature), whether or not legal proceedings are commenced. If proceedings (including arbitration proceedings) are initiated with regard or relating in any way to or arising out of the General Conditions, any Lot and/or the Auction, then the prevailing party shall recover its reasonable attorneys’ fees, costs and expenses; provided, however, and notwithstanding the foregoing, if a bidder, Buyer or other party fails to first present any claim directly to CPX and allow for a reasonable opportunity and period to mediate (and participate in such mediation of) such claim before initiating legal action against CPX or any of its officers, directors, employees, agents or representatives, then such bidder, Buyer or other party as the case may be, shall not be entitled to recover on any such claim any attorneys’ fees whether or not such bidder, Buyer or other party prevails on such claim.
LIMITATION ON DAMAGES
Presentation Of Claims; Exclusion Of Certain Liabilities. By participating in the Auction, each bidder and Buyer agrees that (a) any claims relating to the auction, sale of a Lot or the general conditions must be first presented directly to CPX before filing a legal action and (b) CPX shall not have any liability to any bidder, Buyer or other party for injury or damage of any kind resulting from or relating to the negligence of CPX or any of its directors, officers, employees, agents or representatives, active or otherwise, or relating in any way to any Lot(s) or the Auction or any act or omission of any of the foregoing, unless CPX or its employees, officers, directors, agents or representatives are grossly negligent.
Liability Cap. CPX’s sole liability and damages, and each bidder’s, Buyer’s and other party’s sole and exclusive remedy, if any, at law, under the general conditions and otherwise and arising out of or directly or indirectly relating in any way to the auction, any Lot(s) (including any inability to deliver possession of a Lot to the Buyer), the general conditions or otherwise, are in all events and circumstances limited exclusively to and shall not exceed an amount equal to the Buyer’s Premium paid by such Buyer to CPX with regard to such respective Lot, if any.
No Liability For Repairs, Restoration or Replacement. Neither CPX nor the Seller shall be responsible or liable for any repairs, restoration, replacement of parts or any other matter, cost or expense relating to any Lot, whether before or after the auction, and by participating in the Auction each bidder and Buyer expressly waives, and agrees that it will not seek any recovery from or pursue any claim against CPX or the Seller, relating to any of the foregoing, including for repairs, restoration, or replacement of parts. This notice is a part of the general conditions and is not intended to limit any of the other terms of such general conditions.
NO WARRANTY
Disclaimer. Notwithstanding any Lot description, auction announcement, affirmation, advertisement, press release, condition report, statement, assurance, or promise (verbal or written) by or on behalf of CPX or any of its employees, agents or representatives, and/or Seller, whenever and however made, including in the Bill of Sale, Invoice or other writing, all sales are made without any representations or warranties of any kind, and no Lot description, auction announcement, written or verbal information by or on behalf of CPX and/or Seller, whenever and however made, is intended to be, or shall be deemed to be or deemed to create, a representation or warranty or assumption of any liability by CPX or Seller. Neither CPX nor the Seller makes any representation or warranty of any kind, express, implied or statutory, as to title with regard to any Lot. Further, regardless of any announcement, statement, affirmation or description (whether oral or written), neither CPX nor the Seller makes any representation or warranty of any kind, express, implied or statutory, as to merchantability, fitness for a particular purpose, correctness, accuracy or adequacy of any description (including the Lot description), performance, condition, authenticity, quality, provenance, title, rarity or historical relevance with regard to any Lot or whether or not any Lot complies with any federal, state or foreign laws, regulations or ordinances of any kind, nor do CPX or the Seller accept or assume any liability or responsibility for any of the foregoing. CPX and the Seller hereby expressly disclaim any and all representations and warranties, including any express, implied or statutory warranties, including any representations or warranties relating to title, warranty for a particular purpose, merchantability, quality, value, estimates, accuracy of information or description and any warranty of condition of the Lot (including as to any condition report).
Errors. Neither CPX nor the Seller shall have any liability or responsibility for any errors, omissions and/or inaccuracies in any description, announcement, postings, statements, documents or materials, including in any published materials, regardless when made. Each bidder and Buyer acknowledges and agrees that they are not entitled to rely and they each agree not to rely, upon any of such oral or written descriptions, statements, announcements, information or materials of any kind for any purpose.
