Trade Auction Terms & Conditions

BY USING THE PLATFORM, YOU ARE ENTERING INTO A LEGALLY BINDING AGREEMENT WITH GSM AND ARE AGREEING TO THESE GENERAL TERMS AND CONDITIONS IN THEIR ENTIRETY. IF YOU DO NOT AGREE TO THESE GENERAL TERMS AND CONDITIONS IN THEIR ENTIRETY, YOU MAY NOT USE THE PLATFORM.

These General Terms and Condition (this “Terms and Conditions”), together with any documents it expressly incorporates, governs the relationship and interaction between you (“Purchaser”, “you”, or “your”) and Global Sustainable Markets Holdings Corporation doing being as GSM and GSM Auction City, together with its parents, subsidiaries and affiliates (collectively, “GSM”, “we”, “us” or “our”) and your use of the https://gsmauctioncity.com/ (the “Website”) provided by GSM, together with any associated services, goods, products, features, functionality, or content, (collectively, the “Services”). If you are entering into these Terms and Conditions on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to the terms contained in these Terms and Conditions, in which case the terms “you” or “your” shall also refer to such entity and its affiliates. The GSM Privacy Policy, Website Terms of Use, and Return & Refund Policy are expressly incorporated herein by reference, and can be found Returns Policy. Throughout this Agreement, GSM and Purchaser may each be referred to as a “Party” or collectively, the “Parties”.

These Terms and Conditions apply to any use of the Platform and your participation in each and every sale and/or auction ("Auction") conducted on or by GSM on behalf of one or more sellers (each, a "Seller") of tangible property or goods (collectively "Lots" and individually a "Lot"). Persons who participate in an Auction are referred to in these Terms and Conditions as "Users". A User who submits the highest bid on an Auction is referred to in these Terms and Conditions as a "Winning Bidder". Offers or bids submitted by any User in an Auction are referred to individually as a "Bid" and collectively as "Bids". The Website auction platform and all associated tools and serves are referred to in these Terms and Conditions as the "Platform".

*IMPORTANT: PLEASE READ CAREFULLY*

BY REGISTERING AND CHECKING THE BOX TO AGREE OR CLICKING AN “I AGREE” BUTTON, WHENEVER PRESENTED, TO AGREE TO THIS AGREEMENT, OR BY SIGNING UP, ACCESSING, OR USING THE WEBSITE AND/OR SERVICES, YOU:
 

  1. ACCEPT THIS AGREEMENT AS VALID AND AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN;
  2. REPRESENT AND WARRANT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE;
  3. REPRESENT AND WARRANT THAT YOU RESIDE IN THE 48 CONTIGUOUS STATES OF THE UNITED STATES OF AMERICA AND THAT THE GOODS PURCHASED, IF ANY, WILL BE SHIPPED TO A LOCATION IN THE 48 CONTIGUOUS STATES OF THE UNITED STATES OF AMERICA, ARRANGED AND PAID FOR YOU BY YOU.
  4. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND FULL AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE COMPANY OR LEGAL ENTITY AND BIND IT TO THE TERMS SET FORTH HEREIN; AND

 


THESE TERMS AND CONDITIONS MAY BE AMENDED BY GSM, IN WHOLE OR IN PART, AT ANY TIME AND IN GSM’S SOLE DISCRETION, WITHOUT ANY NOTICE TO YOU. THE LATEST VERSION OF THESE TERMS AND CONDITIONS, AS POSTED ON GSM’S WEBSITE, SHALL BE THE VERSION APPLICABLE TO YOU, ON A GOING FORWARD BASIS, EACH TIME YOU USE THE WEBSITE AND/OR THE PLATFORM. SINCE THE TERMS AND CONDITIONS MAY CHANGE FROM TIME TO TIME, YOU SHOULD CHECK IT REGULARLY.

THESE TERMS AND CONDITIONS CONTAIN DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY. THE PROVISIONS BELOW FORM THE ESSENTIAL BASIS OF OUR TERMS AND CONDITIONS.

IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, DO NOT CHECK ANY “I AGREE” BOX OR CLICK ANY “I AGREE” BUTTON TO AGREE TO THESE TERMS AND CONDITIONS, OR SIGN UP, ACCESS OR USE THE WEBSITE AND/OR SERVICES.

ARBITRATION NOTICE: THESE TERMS AND CONDITIONS CONTAIN AN ARBITRATION CLAUSE. EXCEPT AS PROVIDED IN THE ARBITRATION CLAUSE, YOU AND GSM AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND GSM WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

 

 

 

  1. IDENTITY AND FINANCIAL INFORMATION

    I REPRESENT, WARRANT, AND AFFIRM THAT THE INFORMATION PROVIDED TO GSM ABOUT ME IS TRUE AND ACCURATE. I HAVE READ AND UNDERSTAND ALLOF THE FOLLOWING TERMS AND CONDITIONS OF THE AUCTION. I HEREBY AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS. I FURTHER AGREE TO BE RESPONSIBLE FOR ALL PURCHASES CHARGED TO MY BIDDER NUMBER.
     
  2. POSTPONEMENT; DISPUTES

    GSM reserves the right to postpone, extend, or cancel any Auction, bid, or Lots in any Auction at any time without prior notice. By using the Platform, you agree that in any dispute on or relating to the Platform or any Auction or Lot or Bid, GSM has the exclusive authority to make binding and non-appealable decision(s) regarding any such dispute.
     
  3. AUCTION AND BIDS

    Bids. Users must not request to have any bid removed or retracted after submission of the bid. A User may request to have any bid removed or retracted prior to auction close. GSM may agree to the bid being removed or retracted in exceptional cases determined solely in the discretion of GSM. Unless stated otherwise, all Auctions will be absolute and without reserve. The submission of a bid by a User acts as the acceptance of GSM’s offer to sell the Lot and is subject only to the submission of a higher bid.

    Agent. GSM is the exclusive agent for the Sellers. GSM is not representing, advising, or you or any User on the Platform.

    Payment. All invoices will be charged to the Winning Bidder's credit card or debit card on file upon the close of bidding. The amount changed to the Winning Bidder’s credit card will be the total of the successful bid submitted by the Winning Bidder to purchase the Lot, plus the applicable Buyer’s Premium, plus all applicable shipping fees, plus all applicable sales, use, or other taxes required to be collected by GSM. All payments due under these Terms and Conditions will be paid in U.S. Dollars.

    Buyer's Premium. There is a “Buyer’s Premium” on all Lot sold on the Platform. GSM charges a 20% Buyer’s Premium, unless otherwise stated in the Important Notes. The Winning Bidder will be required to pay the Buyer's Premium, in the amount specified by GSM, in addition to the Winning Bidder's Bid amount in accordance with the "Payment" section of these Terms and Conditions. GSM shall collect the Buyer’s Premium. The Buyer’s Premium will then be paid to GSM for its services and offering the Platform.

    Default. If payment in full is not received by the end of the business day following the day on which the Auction closed, GSM may cancel all Bids and charge to the Winning Bidder a relisting fee of 15% of the total unpaid invoice amount ("Relisting Fee") to the Winning Bidder's credit card on file. By placing a Bid you (A) acknowledge that the Relisting Fee is reasonable in scope and amount and adequately and appropriately compensates GSMfor the expense it incurs as a result of the Winning Bidder's failure to comply with the payment terms of these Terms and Conditions, and further acknowledge that GSM's actual damages resulting from Winning Bidder's breach of these payment terms would be impractical and extremely difficult to calculate, (B) acknowledge that the Lot or Lots may be sold to another User, (C) agree to pay the Relisting Fee in accordance with this paragraph, and (D) authorize GSM to charge the credit card or debit card on file in accordance with this paragraph. THERE WILL BE ABSOLUTELY NO CHARGEBACKS OR DISPUTES OF THE RELISTING FEE.

    Credit Card Authorization. A $0.00 credit card authorization will be charged to a User's credit card on file after submitting his or her first Bid at any Auction. This authorization is a pending hold on your card and is held by the credit card company for varying lengths, but typically 24-72 hours. The payment charged to the Winning Bidder's credit card on file is separate from this authorization. A User that submits one or more Bids but is not a Winning Bidder will not be charged any amount.
     
  4. ABSOLUTE AUCTION

    EXCEPT AS EXPRESSLY STATED OTHERWISE, ALL AUCTIONS ARE SOLD ABSOLUTE AND WITHOUT RESERVE. Each bid submitted by a Purchaser constitutes an acceptance of the offer to sell the Lot(s) and forms a contract to purchase the Lot(s), subject only to any higher bids. After GSM calls for bids on a Lot, that Lot cannot be withdrawn unless no bid is made within a reasonable time as determined by GSM in its sole discretion. Purchaser agrees not to withdraw his, her, its bid after it has been submitted for a Lot. Each bidder who makes a bid represents and warrants that it is making a bona fide effort to purchase the Lot, that the bidding does not constitute bid rigging or a reserve for the Seller, and that the bidding is not for the purpose of aiding or assisting or on behalf of the seller or the auctioneer.

    The Seller and his, her, its agents are prohibited from bidding on or otherwise participating in the Auction of his, her, or its goods/Lots. GSM will not be bidding on or otherwise participating in the Auctions.
  5. LOT REPRESENTATION

    Descriptions, photographs, and any other information given by GSM or any of its agents or representatives, is solely for informational purposes. The descriptions and information used has been provided to GSM by the Sellers. GSM independently inspects all Lots for Grading. Lots deemed Grade A (as new) are illustrated with product stock images. Lots deemed otherwise are illustrated with actual subject item photographs, to capture any packaging or cosmetic damage, used wear or otherwise. Gradings are offered as a guide but not as a basis of guarantee or warranty. GSM is not responsible for inaccurate photographs, descriptions, or information, express or implied. All Lots in any Auction are sold "AS IS", "WHERE IS", and "WITH ALL FAULTS" with no warranty, express or implied, unless otherwise stated at the Auction in express terms.

    GSM MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY AUCTION OR LOT OR LOTS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESSFOR A PARTICULAR PURPOSES, TITLE AND NON-INFRINGEMENT. EACH USER HEREBY RELEASES GSM AND ITS REPRESENTATIVES, AFFILIATES, SUBSIDIARIES, EMPLOYEES, OFFICERS, DIRECTORS, ATTORNEYS OR AGENTS ("REPRESENTATIVES") FROM ANY AND ALL CLAIMS THAT SUCH USER MAY NOW HAVE OR HEREAFTER ACQUIRE AGAINST GSM OR ANY REPRESENTATIVES FOR ANY DAMAGES, INJURY, EXPENSES, LOSSES, CLAIMS, COSTS, OR LIABILITIES ARISING FROM OR RELATED TO ANY ERROR, INFORMATION, OMISSION, ACT, OR CONDITION AFFECTING ANY LOT OR LOTS IN ANY MANNER WHATSOEVER. THIS SECTION SURVIVES ANY TERMINATION OF THESE TERMS AND CONDITIONS. NOTE THAT FOR GSM TRADE AUCTIONS OF SINGLE, MULTIPLE OR TRUCKLOADS OF PALLETS OF STOCK A TOLERANCE LEVEL OF UP TO 5% IN VOLUME UNDER OR OVER THE SPECIFIED MANIFESTED AMOUNT IS HEREBY ACCEPTED BY YOU AS PART OF THE TERMS AND CONDITIONS AGREED TO UPON REGISTERED BIDDING. ANY TOLERANCE LEVEL BEYOND SAID 5% WILL BE SUBJECT TO A DISPUTE RESOLUTION PROCESS, AVAILABLE UPON REQUEST.
     
  6. NO ONSITE INSPECTIONS

    GSM will show you with photographs, images, and information that it received from the Seller to evaluate and determine whether to bid on a Lot. GSM, Auction City, and the Platform, do not give you the opportunity to personally inspect the Lot prior to the sale. Instead, GSM, Auction City, and the Platform provide the Users with a 28 day return and refund option.
     
  7. REFUND POLICY

    THERE ARE NO REFUNDS OR RETURNS PERMITTED WITH GSM TRADE AUCTIONS.
     
  8. AUCTION FORMAT

    The Auctions will be online only timed auctions that take place on the Platform. The timed auctions and all applicable times shall be set and controlled by GSM. The usual Auction will be for three (3) or five (5) days. GSM shall have exclusive control and discretion in managing the auctions and responding to any irregularities. GSM may, in its sole discretion, extend the times for any of the auctions.

    GSM has the complete discretion to combine or separate lots for sale.
     
  9. SHIPPING/TITLE AND RISK OF LOSS

    Shipping fees are not included in the purchase prices reflected on the website and shipping must be arranged and paid for by the winning Trade auction bidder buyer. Purchaser may have options for expedited delivery for additional fees. GSM will provide approved shipping suppliers to the winning bidder to arrange shipping with our with a shipping supplier of your choosing. GSM is not liable for or in respect to any loss or damage arising from any delay in filling any order, failure to deliver, or delay in delivery. Subject to Purchaser’s Cancellation rights, no delay in the collection and / or shipment or delivery of any Good relieves Purchaser of any of its obligations under this Agreement. Unless otherwise noted all shipments are FOB point of origin (ICC Incoterms 2010). Risk of loss for the Goods shall pass to the Purchaser upon the tendering of Goods to the carrier. Title to the Goods shall pass to the Purchaser upon the later of receipt of full payment or tendering of Goods to the carrier.
     
  10. LOT BY LOT RULE

    The lot by lot rule shall apply to auctions conducted by GSM on the Platform. GSM sells the Goods at the actions on the Platform by lot. Each lot is the subject of a separate sale. Users may view auction and submit bids on any lot. The auction of a lot is a separate sale subject to its own contract
     
  11. LIMITATION OF LIABILITY

    USERS VIEW AUCTIONS AND SUBMIT BID(S) AT THEIR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER GSM NOR ANY OF ITS REPRESENTATIVES SHALL UNDER ANY CIRCUMSTANCES BE LIABLE TO ANYUSER (INCLUDING WINNING BIDDERS) OR THIRD PARTY FOR ANY DAMAGES, INJURY, EXPENSES, LOSSES, CLAIMS, COSTS, OR LIABILITIES ARISING FROM OR RELATED TO THE USE OF THE PLATFORM, OR PARTICIPATION AS A USER OR SELLER IN ANY AUCTION OR RELATED IN ANY WAY TO THE PLATFORM. THE FOREGOING LIMITATION OF LIABILITY EXTENDS TO ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES. THIS PARAGRAPH SURVIVES ANY TERMINATION OF THESE TERMS AND CONDITIONS.
     
  12. INDEMNIFICATION

    You agree to indemnify, defend, and hold GSM and GSM's Representatives harmless, including any and all damages, losses, costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to: (A) your access to or use of the Platform; (B) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (C) any violation of these Terms and Conditions. GSM reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to this indemnification, and you agree to cooperate in such defense. You agree not to settle any matter in which you have indemnity obligations without GSM's prior written consent. This paragraph survives any termination of these Terms and Conditions.
     
  13. LIMITED LICENSE

    The Platform is owned or licensed by GSM. GSM grants Users a limited, transferable and revocable license to use the Platform as provided in these Terms and Conditions. Any copying, adapting, modifying, distribution, licensing, sale, transfer, display, transmission, broadcast, or other use of the Platform without GSMs express written consent is prohibited. Any violation by any User of these Terms and Conditions, including this paragraph, may result in immediate termination of the limited license and right to use the Platform.
     
  14. PROHIBITED USE

    No User may use or access the Platform, or cause or allow the Platform to be used or accessed by any third party, in any way that violates these Terms and Conditions, including any use which:
     
    1. Violates any law;
    2. Competes with GSM's business, directly or indirectly, in GSM’s sole discretion;
    3. Impairs the Platform or any GSM property, whether through transmission of software viruses, harmful files, or excessive use;
    4. Interferes with any other User's or GSM's use of the Platform;
    5. Threatens, harms, harasses, misleads or deceives others, including other Users or GSM;
    6. Solicits personal information from any User;
    7. Defames any other User or GSM;
    8. Promotes illegal substances, pornography, discrimination or bigotry, or other information which GSM determines to be harmful to the Platform or GSM's business or any Users;
    9. Creates any derivative works of the Platform, or any other adaptation or modification of the Platform; or
    10. Attempts to gain or gains unauthorized access to the Platform in any manner whatsoever.

     
  15. LEGAL DISPUTES

    PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND GSM HAVE AGAINST EACH OTHER ARE RESOLVED.

    You agree that any claim or dispute at law or equity that has arisen, or may arise, between you and GSM (including any claim or dispute between you and a third-party agent of GSM) that relates in any way to the Platform or arises out of this or previous versions of or its Representatives, or any products or services sold or purchased through the Platform, will be resolved in accordance with the provisions set forth in this Legal Disputes section.
     
    1. Applicable Law. Except to the extent preempted or questions governed by federal law, the laws of the state of Indiana govern these Terms and Conditions and the Platform and any claim that has arisen or may arise from the same, without regard to conflict of laws principles.
    2. Arbitration. You and GSM agree that any and all disputes or claims that have arisen, or may arise, between you and GSM or its Representatives that relate in any way to or arise out of this or previous versions of these Terms and Conditions, your use of or access to the Platform, the actions of GSM or its Representatives, or any products or services sold or purchased through the Platform shall be resolved exclusively through final and binding arbitration, rather than in court. The Federal Arbitration Act governs the interpretation and enforcement of this section.
       
      1. YOU AND GSM AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND GSM AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court, subject to the right to appeal the court's decision. All other claims will be arbitrated.
      2. Procedures. An arbitrator should apply the terms of these Terms and Conditions as a court would. All issues are for the arbitrator to decide, except for issues related to the ability or requirement to arbitrate or the scope or enforcement of this section or these Terms and Conditions. For claims that are valued at $25,000 or less, Rule 3 of the Indiana Rules for Alternative Dispute Resolution shall apply. For claims that are value at $25,001 or more, the arbitration shall be conducted by the American Arbitration Association ("AAA") under its rules and procedures determined by GSM. The AAA's rules are available at www.adr.org.

        If you intend to seek arbitration, you must first send to GSM a written notice by certified mail specifying in detail the claim or claims you seek to arbitrate, including, without limitation, the date upon which the claim or claims were discovered, the alleged basis for such claim or claims, any and all relief sought, and any efforts prior to such written notice that were made in an effort to resolve the dispute. The notice must be sent to GSM, 16 Sunset Way, Henderson, NV 89014.

        If you and GSM are not able to resolve the claim or claims within 60 days of the date of GSM's receipt of the written notice, you or GSM may arbitrate the claim or claims. In addition to filing the appropriate forms with the AAA in accordance with its rules and procedures, you must mail a copy of the completed forms to GSM. You may send a copy to GSM at the following address: 16 Sunset Way, Henderson, NV 89014.

        The arbitration will be held in Allen County, Indiana, unless another location is mutually agreed upon. The arbitrator will determine the substance of the claim or claims in accordance with the AAA rules and regulations and applicable law. The arbitrator shall not be bound by rulings in prior arbitrations involving any other User but is bound by any prior ruling including the same User who brought the instant arbitration claim or claims. The arbitrator's award is final and binding and non-appealable, and judgment on the award rendered by the arbitrator may be entered in any court having proper jurisdiction.
         
      3. Costs. All fees and costs related to any claim submitted to arbitration are governed by the AAA's rules and regulations. In any arbitration arising out of or related to these Terms and Conditions, the arbitrator shall award to the prevailing party, if any, the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration. If the prevailing party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration.
         
    3. Forum. In the event that the above arbitration procedures are found not to apply to you or to a particular claim or claims or dispute, you agree that any claim or claims or dispute that arises or has arisen shall be subject to the exclusive jurisdiction of the state or federal courts in Allen County, Indiana. You and GSMagree to submit to the personal jurisdiction of the courts located in Allen County, Indiana for purposes of litigating any such claim or claims or disputes.
    4. Survival. This section survives any termination of these Terms and Conditions.

     
  16. AMENDMENT

    GSM may amend these Terms and Conditions at any time by posting the amended Terms and Conditions on AuctionNation.com. Such amendment may include modification, addition or removal of terms in these Terms and Conditions. Your continued access and/or use of the Platform constitutes acceptance of any such amended Terms and Conditions. GSM may also request that you accept the Terms and Conditions affirmatively through the Platform.
     
  17. SEVERABILITY

    Except as otherwise provided in these Terms and Conditions, if any provision of the Terms and Conditions is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions.
     
  18. AUTHORITY

    If you create an account or use an account on the Platform on behalf of an entity, you represent and warrant that you are authorized to act on behalf of said entity and are able to bind such entity to these Terms and Conditions. By creating an account or using such an account on the Platform, you understand that GSM is relying on your representation and warranty by allowing the entity's participation in Auctions and use of the Platform.

    The creation of an account by and User for or on behalf of any other person is strictly prohibited. The use of any account by a person who is not the owner (or authorized agent, if the account is registered to an entity) of such account is strictly prohibited. GSM may terminate your ability and/or the account holder's ability to use the Platform or participate in Auctions, or cancel any Bids placed by you or the account holder (under the same account or otherwise) for violation of the terms and conditions in this section.
     
  19. GOVERNING LAW AND JURISDICTION

    This Agreement, including all cover pages, exhibits, schedules, attachments and appendices attached to this Agreement, and all matters arising out of or relating to this Agreement, is governed by, and is to be construed in accordance with the internal laws of the Indiana, USA without regard for its conflict of laws principles, except for the agreement to arbitrate set forth above under the heading “Arbitration”, the interpretation and enforcement of which shall be governed by the Federal Arbitration Act. Application of the United Nations Convention on Contracts for the International Sales of Goods (“CISG”) is expressly excluded. The exclusive jurisdiction and venue of any action to prevent the actual or threatened infringement, misappropriation or violation of a Party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights will be the state and federal courts located in Indiana, and each of you and GSM waives any objection to jurisdiction and venue in such courts. If the agreement to arbitrate set forth above under the heading “Arbitration” is found not to apply to you or to a particular dispute, claim or controversy, either as a result of your decision to opt out of the agreement to arbitrate or as a result of a decision by the arbitrator or a court order, the exclusive jurisdiction and venue for the resolution of such dispute, claim or controversy will be the state and federal courts located in the Fort Wayne, Indiana, and each of you and GSM waives any objection to jurisdiction and venue in such courts
     
  20. ATTORNEYS’ FEES

    You agree to pay our reasonable attorneys’ fees, costs and expenses that directly or indirectly arise out of, result from, or relate to a) your breach of this Agreement; b) defending claims against us pursuant to your indemnification obligations set forth in Section 12; and c) collection of any moneys that you owe to us.
     
  21. NOTICE FOR CALIFORNIA USERS

    Under California Civil Code Section 1789.3, California users of the Service are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1020 N Street, #501, Sacramento, California 95814, or by telephone at 1-916-445-1254
     
  22. MISCELLANEOUS

    22.1 Entire Agreement. This Agreement constitutes the entire agreement of the Parties and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral. Any changes to this Agreement shall be void unless in writing and signed by both parties.

    22.2 No Waiver. No waiver under this Agreement is effective unless it is in writing, identified as a waiver to this Agreement and signed by an authorized representative of the Party waiving its right. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated and does not operate as a waiver on any future occasion.

    22.3 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability does not affect any other term or provision of this Agreement.

    22.4 Terms and Conditions Prevail Over Purchaser’s Order. The Parties acknowledge and agree that these Terms and Conditions prevail over any terms or conditions contained in any other documentation related to these Terms and Conditions and the Purchaser’s purchase of Good made on the Platform, and expressly exclude any of Purchaser’s general terms and conditions contained in any Order or other document issued by Purchaser.

    22.5 Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties and their respective permitted successors and permitted assigns.

    22.6 Assignment and Delegation. Purchaser may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of GSM. GSM may assign its obligations under this Agreement, in whole or in part, to one or more of its subsidiaries engaged in the business.

    22.7 No Third-Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than Purchaser.

    22.8 Notices. GSM may provide any notice to Purchaser by sending a message to the email address provided by Purchaser. Purchaser may provide notice to GSM by personal delivery; overnight courier; or registered or certified mail to [Address], which GSM may update from time to time. Notices provided by to Purchaser by e-mail will be effective when GSM sends the e-mail and notices GSM provides by posting will be effective upon posting. Notices provided to GSM by personal delivery will be effective immediately. Notices provided to GSM by mail are not effective upon GSM until received.

    22.9 Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
     
  23. COMMENTS AND CONCERNS

    The Website and Platform are operated by GSM at 16 Sunset Way, Site 110, Henderson, Nevada, 89014. All feedback, comments, requests for technical support and other communications relating to the Website should be directed to: support@gsmauctioncity.com.
     
  24. ELECTRONIC SIGNATURES

    Purchaser and GSM agree that facsimile, email, digital, and other electronic signatures shall be as effective as an original signature.
     
  25. LIMITED AUTHORITY FOR STATUTE OF FRAUDS WRITING

    After an Auction where Purchaser bought Goods on the Platform, Purchaser shall give limited authority to GSM to prepare, document, and sign documents to comply with the applicable Statute of Frauds.