Bill of Sale
THIS BILL OF SALE APPLIES TO ALL PURCHASES MADE VIA ATTACURATED.COM
EFFECTIVE DATE: NOVEMBER 6, 2024
DEFINITIONS:
- Buyer: The party purchasing a photograph from ATTA Curated, LLC.
- Seller: ATTA Curated, LLC, the party selling the photograph.
- Work: The photograph that is purchased by Buyer.
- Total Purchase Price: The total amount paid to Seller by Buyer, including but not limited to tax and shipping costs, for the purchase of the Work.
The contract between Buyer and Seller for the sale and purchase of the Work shall consist of the terms and conditions in this bill of sale and the invoice (together, the "Agreement").
1. SALE
Seller agrees to sell the Work to Buyer, and Buyer agrees to buy the Work from Seller, subject to the terms and conditions set forth in the Agreement.
2. SELLER'S REPRESENTATIONS AND WARRANTIES:
A. Seller represents and warrants to Buyer that: (i) the Work is the same as that described in the invoice; (ii) Seller has the right to sell and transfer title to the Work to Buyer; (iii) Seller has full right, legal authority and capacity to make the representations and warranties contained herein, to sell and transfer good and marketable title to the Work to Buyer, and to complete the transaction; (iv) subject only to Buyer's payment of the Total Purchase Price, Seller will transfer to Buyer good and marketable title and exclusive and unrestricted right to possession of the Work free and clear of any and all rights or interests of others, claims, liens, security interests, restrictions, conditions, options or other encumbrances of any kind held or claimed by any person (collectively, "Claims"). Seller has no knowledge of any Claims threatened or pending, nor any knowledge of any facts or circumstances likely to give rise to any Claims; (v) Seller has no knowledge of any challenges or disputes (past, pending or threatened) relating to the attribution, authenticity, description or provenance of the Work; and (vi) other than as specifically represented and warranted by Seller, Buyer shall purchase the Work in "as is" physical condition.
B. Seller hereby agrees to indemnify, defend and hold Buyer free and harmless from any and all demands, claims, suits, judgments, obligations, damages, losses or other liability, including all reasonable attorney's or other professional fees and other reasonable costs, fees and expenses, suffered or incurred by or asserted or alleged against Buyer arising by reason of, or in connection with, the breach or alleged breach of, or falsity or inaccuracy of any representation or warranty contained in the Agreement.
C. The benefits of the representations, warranties, covenants and indemnities contained in the Agreement shall survive completion of the transaction contemplated by the Agreement, including without limitation transfer of the Work to Buyer. It shall be a condition precedent to Buyer's obligations that the representations and warranties contained in this Agreement are true and correct on transfer of the Work to Buyer.
3. TITLE AND DELIVERY
After receipt of the Total Purchase Price in good-cleared funds from Buyer, Seller shall convey title to the Work to Buyer, and details regarding delivery of the Work to Buyer shall be arranged at the time the purchase is finalized.
4. EXPENSES AND SALES TAX
A. Buyer shall be responsible for and shall pay all costs, expenses and delivery charges for packing, crating, and shipping the Work for delivery to Buyer, the details of which shall be finalized at the time of purchase.
B. Buyer agrees to pay all applicable state sales and use taxes arising from the Buyer's acquisition of the Work.
5. INTELLECTUAL PROPERTY RIGHTS
No intellectual property rights in respect of the Work shall be acquired or transferred to Buyer as a result of the Buyer's purchase of the Work.
6. MISCELLANEOUS
A. The Agreement represents the entire understanding of the parties, supersedes any and all other and prior agreements between the parties and declares any such prior agreements between the parties null and void. The terms of the Agreement may not be modified or amended, except in a separate writing. The Agreement and all matters relating to it shall be governed by the Uniform Commercial Code and the laws of the State of New York. The Agreement shall inure to the benefit of, and shall be binding upon, the successors, heirs, executors and administrators of the parties hereto. Any dispute arising hereunder shall be resolved in the courts of the State of New York, or the United States federal courts located in the State of New York, and the parties hereto consent to the personal jurisdiction of such courts; provided, however, that the parties hereto agree that they will make concerted efforts to settle any dispute between them in an amicable manner without the necessity of litigation.
B. If any term, provision, covenant, or condition of the Agreement, or the application thereof to any person or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of the Agreement and such term, provision, covenant, or condition as applied to other persons or circumstances shall remain in full force and effect.
C. Provisions in the Agreement may only be waived if the waiver is in writing and is signed by the party making the waiver. No delay or omission in exercising any right under the Agreement will operate as a waiver of the right on any further occasion. No waiver of any rights will be deemed a continuing waiver of the same right with respect to subsequent occurrences that give rise to it.