Terms of Use Conditions of Sale | Indie.Art

The following Conditions of Sale ("Agreement") define the relationship between [INDIE ART LLC] ("INDIE.ART" or "we" or "us") and the buyer ("you" or the "buyer") of the artwork ("Work") sold in connection with the website at www.indie.art (the "Site"). We may modify these Conditions of Sale as well as any other terms, conditions or information on the Site by posting such changes on the Site. By making an offer to purchase any Work or participating in any sale, you accept and agree to be bound by these Conditions of Sale and any other policies, guidelines, FAQs and requirements that we post elsewhere on the Site from time to time, including INDIE.ART’s Terms of Use. Each accepted order is governed by the version of these Conditions of Sale in effect at the time INDIE.ART accepts the order.

The Site.

The Site is operated by INDIE.ART for the exhibition and sale of artwork and other property that INDIE.ART owns or holds on consignment for sale. Regardless of whether a Work is owned by INDIE.ART or consigned to INDIE.ART by an artist or other consignor, INDIE.ART sells the Work directly to the buyer as seller of record, and the buyer's rights and obligations under this Agreement are the same in either case. The Site is not a marketplace or platform for third-party sellers to transact directly with buyers.

The Site is open to buyers purchasing for any lawful purpose, whether individual or business. All buyers on the Site must be at least 18 years old and able to form binding contracts under applicable law. Where a buyer is placing an order on behalf of a business, the individual placing the order must also have actual authority to bind that business to this Agreement, and by placing the order represents and warrants that such authority exists and that the business will be bound by this Agreement. You are responsible for all charges incurred under your account. In order to make a purchase, INDIE.ART may use the services of third parties. We reserve the right to withdraw the Work from the Site at any time without any liability whatsoever for the withdrawal. An order is accepted, and a contract of sale is formed, only when INDIE.ART confirms the order and collects the total amount due in good cleared funds.  

Buyer’s Responsibility.

Subject to fulfillment of all applicable terms and conditions of this Agreement, when the buyer makes a purchase on the Site the buyer shall immediately pay the total amount due, comprised of the total purchase price of the Work and all applicable taxes and service fees. The buyer may pay by wire transfer, credit card, or ACH only. Credit card and ACH purchases are limited to a total purchase price of $25,000.00. By making a credit card purchase, the buyer irrevocably waives any charge-back rights the buyer may otherwise have under the buyer’s cardholder agreement or otherwise. If a credit card or ACH payment is not approved, the buyer will remain personally and, where applicable, corporately liable for the total amount otherwise due. In all cases, payment will not be deemed made until we collect the total amount due in good cleared funds. Title to the Work will pass to the buyer when physical possession of the Work is transferred to the buyer or the buyer’s agent or common carrier. Any claims regarding purchases must be made directly to INDIE.ART. The buyer agrees that we may pay commissions to third parties who introduce us to clients or otherwise provide services in connection with the sale.

If the buyer fails to comply with any applicable term or condition of this Agreement, the buyer will be in default, and we will be entitled in our absolute discretion to exercise any or all of the following rights and remedies (in addition to any other rights or remedies available to us at law): (i) to hold the buyer liable for the total amount due, and for interest, commissions on the sale at our regular rates, and any and all legal fees and incidental damages; (ii) to cancel the sale or any other sale to the buyer, retaining as liquidated damages any amounts already paid by the buyer; and/or (iii) to resell the Work publicly or privately as permitted by applicable law, holding the buyer liable for any deficiency between the total amount originally due and the price realized on resale, as well as any costs, expenses, damages and legal fees associated with both sales. By failing to make any payment, the buyer will be deemed to have granted and assigned to us a continuing first priority security interest in any money or other property of or owing to the buyer in our possession, and we shall be entitled to retain and apply such money or other property as collateral security for the buyer’s obligations to us. We will have all rights of a secured party under the New York Uniform Commercial Code.

If a Work is listed at an incorrect price or with incorrect information due to error, INDIE.ART may cancel the order, whether or not previously confirmed, and refund any amount paid, which will be the buyer's sole remedy.

Use, Resale and Reproduction Restrictions

Purchase of a Work entitles the buyer solely to install and display the Work at the location(s) identified in the buyer's order or at such other location(s) as the buyer may use from time to time. Purchase of a Work does not include, and INDIE.ART does not convey, any copyright, reproduction right, or other intellectual property right in the Work. The buyer may not reproduce, distribute, or create derivative works based on the Work, whether for commercial purposes or otherwise, without INDIE.ART’s prior written consent. This restriction applies regardless of whether the buyer is acting as a designer, procurement agent, or consultant placing the Work with an end client.

If the buyer resells or otherwise transfers the Work to a third party, the buyer must (a) notify INDIE.ART in writing within thirty (30) days of such transfer, including the identity and contact information of the transferee, and (b) provide the transferee with written notice of the restrictions on reproduction and derivative works set forth in this Section prior to completing such transfer. INDIE.ART’s consent to the resale or transfer is not required. A buyer's failure to comply with clause (a) or (b) shall constitute a breach of this Agreement by the buyer, independent of any claim INDIE.ART may have against the transferee. The restrictions on reproduction and derivative works in this Section survive any resale or transfer of the Work and are binding on the transferee and all subsequent owners of the Work who have received notice of such restrictions in accordance with this Section. If applicable law imposes a resale royalty or similar payment obligation on the buyer in connection with any subsequent resale or transfer of the Work, the buyer shall be solely responsible for such payment. 

The buyer shall not alter, modify, crop, overpaint, deface, dismantle, or destroy any original Work, and shall not remove or obscure any signature, attribution, or identifying marking on a Work, in each case without INDIE.ART’s prior written consent. Without derogating from the generality of the foregoing or from applicable law, the buyer acknowledges that artists may retain rights of attribution and integrity in Works under applicable law, including the Visual Artists Rights Act (17 U.S.C. § 106A), notwithstanding the sale of the physical Work, and the buyer agrees to comply with all such laws. Any claim by an artist or other third party arising from the buyer's treatment, alteration, relocation, or destruction of a Work is subject to the buyer's indemnification and defense obligations under this Agreement.

Bulk, Custom, and Multi-Site Orders.

Orders involving multiple Works, custom sizing or framing, or installation across multiple commercial sites generally require additional lead time and may be subject to deposits or other order-specific terms communicated to the buyer at the time of quote or invoice. Any such order-specific terms will be incorporated into this Agreement by reference once accepted by the buyer. Cancellation of a custom or made-to-order Work after production has begun may result in forfeiture of deposits paid, consistent with the default remedies described above. Any delivery or completion dates provided by INDIE.ART are good-faith estimates only, are not guaranteed, and time of delivery will not be of the essence of this Agreement.

Taxes.

The buyer is responsible for paying all sales, use, GST, VAT or other taxes or charges imposed by law which may be imposed in connection with the sale of the Work that we are required to collect under applicable law and shall indemnify, defend and hold harmless (including reasonable attorneys’ fees) INDIE.ART from costs associated with any failure to do so. We are required to collect sales tax for any Work delivered in the same State that the Work is currently located in. For any Work delivered outside the United States, the buyer will be the importer of record and is solely responsible for all customs duties, import taxes, brokerage and similar charges.  

Export Control and Sanctions Compliance.

Buyer represents and warrants that neither it nor, to the Buyer's knowledge, any end recipient of a Work is the subject or target of any sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC) or any other applicable governmental authority. Buyer further agrees not to export, re-export, transfer, or otherwise provide any Work in violation of applicable export control or economic sanctions laws.

Packing and Shipping.

We are not responsible for any act or omission of any packer, shipper or common carrier in the packing or shipping of the Work. Given the commercial scale of orders placed through the Site, buyer is responsible for confirming that its delivery location can accommodate the size and installation requirements of the Work, and for arranging any receiving, storage, or installation coordination with its own personnel or contractors. INDIE.ART is responsible for loss of or damage to the Work that occurs in transit prior to delivery of the Work into the buyer’s possession. 

Buyer must inspect the Work upon receipt and if a Work arrives damaged, the buyer must, as soon as practicable after discovery thereof, and in any event within five (5) business days of delivery, notify INDIE.ART in writing and provide photographs of both the damage to the Work and the shipping box and packaging in which the Work was delivered, as well as any other information reasonably requested by INDIE.ART. For any such timely and verified claim of transit damage, INDIE.ART will, at its election, repair or replace the Work or refund the amounts actually paid for it, which will be the buyer's sole and exclusive remedy. Upon delivery of the Work into the buyer’s (or buyer’s agent) possession, risk of loss of or damage to the Work passes to the buyer, INDIE.ART carries no insurance on the Work from that time, and the buyer is responsible for insuring the Work thereafter. Except as expressly stated otherwise in this Agreement, all sales are final.

The Operator. 

Indie.art is a website operated by INDIE.ART. Works offered on the Site may be curated, sourced, or made available by INDIE.ART. References to "the Site," "Indie.art," "we," or "us" throughout this Agreement all refer to INDIE.ART.

Disclaimer of Warranties.

Except as provided for in the Certificate of Authenticity that accompanies the Work, neither INDIE.ART nor any of our past, present or future direct and indirect parents, subsidiaries, divisions, affiliates, officers, directors, employees, agents, representatives, attorneys, successors, receivers, insurers, guarantors, related companies, interest holders, members, partners, beneficiaries and assigns make any representation of warranty or assume any liability whatsoever with respect to the merchantability, fitness for a particular purpose, description, size, quality, condition, attribution, authenticity, rarity, importance, medium, provenance, exhibition history, literature or historical relevance of the Work, and no information regarding the Work provided on the Site, in a bill of sale or elsewhere will constitute any such warranty of assumption of liability. We are not responsible for any errors or omissions in any information on the Site or elsewhere regarding the Work. Images of Works displayed on the Site are for illustration only. Colors, dimensions, framing, texture, and overall appearance of a Work may vary from their appearance on the buyer’s screen, and no such variance will constitute a misdescription of the Work or grounds for any claim. The Work is sold “AS IS.” We do not warrant that the buyer will acquire any copyright or other reproduction right to the Work.  

Limitation of Liability.

INDIE.ART shall not be liable for any damages, in particular INDIE.ART shall not be liable for any special, indirect, consequential, or incidental damages, or damages for lost profits, loss of revenue, or loss of use, arising out of or related to any dispute regarding any Work offered and/or sold on the Site, whether such damages arise in contract, negligence, tort, under statute, in equity, at law, or otherwise, even if INDIE.ART has been advised of the possibility of such damages. IN NO EVENT WILL INDIE.ART’s TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY WORK OR THIS AGREEMENT EXCEED THE TOTAL PURCHASE PRICE ACTUALLY PAID BY THE BUYER FOR THE WORK GIVING RISE TO THE CLAIM.

Indemnification.

Buyer agrees to indemnify and hold INDIE.ART and each and all of our past, present or future direct and indirect parents, subsidiaries, divisions, affiliates, officers, directors, employees, agents, representatives, attorneys, successors, receivers, insurers, guarantors, related companies, interest holders, members, partners, beneficiaries and assigns, harmless from any claims, damages, demands or liabilities including attorneys’ fees and costs, arising in any way from your purchase or use of the Work asserted by any third party, including but not limited to your breach of this Agreement, or your violation of any third party right. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to assist and cooperate with us in asserting any available defenses. This indemnification obligation will survive this Agreement.

Law and Jurisdiction.

This Agreement shall be governed by and construed according to the laws of the State of New York and the United States, excluding New York’s conflicts of laws rules. Any claim or cause of action arising from or related to this Agreement or your use of the Site shall be filed solely and exclusively in an appropriate state or federal court located in the State of New York, and you irrevocably consent to the personal jurisdiction of such courts and waive any objections you may have to such courts as the sole venue for any such claim or cause of action, including but not limited to any claim that any such court is an inconvenient forum. In the event of any conflict between U.S. and foreign laws, rules and regulations, those of the U.S. will govern. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Other Terms.

All notices under this Agreement must be in writing. Notices to INDIE.ART must be sent to notices@indie.art. Notices to the buyer will be sent to the email or mailing address provided in the buyer's order. Notice is effective upon transmission if by email, or five (5) business days after mailing if by mail. The buyer is responsible for keeping its contact information current with INDIE.ART.

No agency, partnership, joint venture, or employment relationship is established as a result of this Agreement. INDIE.ART will not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, labor disputes, carrier or supplier failures, governmental actions, war, terrorism, epidemics, or utility or telecommunications failures and INDIE.ART’s performance will be excused for the duration of any such event. The buyer may not assign this Agreement or any rights hereunder without INDIE.ART’s prior written consent, and any purported assignment without such consent is void. INDIE.ART may freely assign this Agreement, including to an affiliate or in connection with a merger, sale, or other corporate transaction. All provisions of this Agreement that by their nature should survive the sale of a Work, including the restrictions on reproduction, disclaimers of warranties, limitations of liability, indemnification, and dispute-resolution provisions, will so survive. This Agreement, in addition to other written agreements you may enter into with INDIE.ART, is the entire agreement and understanding between you and us regarding the purchase of any Work from the Site and supersedes all prior or contemporary communications whether digital, oral or written. If any term or condition of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, that term or condition will be limited or removed to the minimum extent necessary so that this Agreement will otherwise remain fully valid and enforceable. Our failure to enforce or exercise any rights established by this Agreement will not constitute a waiver of any such rights or any other rights under this Agreement. Section headings in this Agreement are included for convenience of reference only and will not limit the scope or effect of any Section.