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Seller Terms

Upon submitting and sending your Item(s) to Ungraded Ltd, you comply with the terms and conditions outlined in this Agreement. It governs the sale of your items through auction or fixed price. We have the right to update this Agreement at any time by making changes to this page and electronically notifying you. Updates and changes become effective immediately upon publication. You are responsible for periodically visiting this page to review the Agreement for updates or changes.

Definitions

  • "Agreement" means this Ungraded Seller Agreement and any documents or terms references in this Agreement.
  • "Website" means www.ungraded.com.
  • "You" means the person, individual or entity agreeing to the terms of this Agreement.
  • "We", "us" and "our" mean Ungraded Ltd, registered company number 14667921.
  • "Account" means the account listed in your name on the Website.
  • "Minimum Bid" means the start price from which an auction will begin.
  • "Buyer's Premium" means the amount charged to the successful bidder at auction in addition to the hammer price as set forth in the fee structure.
  • "Seller's Premium" means the amount charged to the seller at auction when the minimum Buyer's Premium is not met, or the amount charged to the seller for a fixed price listing as set forth in the fee structure.
  • "Business Day" means any day other than a Saturday, a Sunday or a legal holiday.
  • "Settlement Date" means the date upon which we receive full and cleared payment from the buyer for the purchased Item(s).
  • "Net Sale Proceeds" means the proceeds we collect from any buyer, less the Buyer's Premium and any outstanding amount owed to Ungraded Ltd.
  • "Payment Instructions" means valid payment and/or bank account instructions and other information required by Ungraded Ltd to complete payment.
  • The "Invoice Due Date" signifies the date when payment for an Item sold through Ungraded Ltd is expected, as specified in the Conditions of Sale. This date may be subject to alterations over time.
  • "Item(s)" collectively refers to the property, memorabilia, or collectibles you have submitted to Ungraded Ltd to be offered for sale via auction on the Website.

Auctions and Fixed Price Listings

As per the conditions of this Agreement, for any Item(s) made available for sales through auction or at a set price, you consent to our authority to take the following actions:

  1. Provide detailed descriptions of the Item(s) on our Website, social media handles, and promotional materials.
  2. Establish the Minimum Bid acceptable for the Item(s).
  3. Set the date(s) of the auction and determine the auction type (e.g., Weekly or Premier).
  4. Decide the placement of Item(s) within the lot.
  5. Market and promote the sale and the Item(s) effectively.
  6. Reserve the right to cancel a sale at any stage of the process.
  7. Define the rules and procedures governing bidding, sale, and purchase.

Descriptions

  1. We do not provide any guarantees or warranties regarding the possible value or selling price of any item.
  2. You should not rely on any statements made by us, whether verbal or written, as an estimate of the actual selling price of any items.
  3. We hold the exclusive authority to determine the contents of each item's description and are not liable for any inaccuracies or missing information in that description.

Bidding

By agreeing to these terms, you acknowledge that you will not bid on the Item(s), either directly or indirectly. If you violate this Agreement, we may sell the Item to the next highest bidder. If no higher bids are received, we may relist the Item under the same terms and conditions as the violated listing. In such cases, you will be liable for the Buyer's or Seller's Premium due from the violated listing.

Payments

  1. You acknowledge and agree that we will charge any buyer at auction a Buyer's Premium and retain the full Buyer's Premium unless otherwise noted.
  2. You acknowledge and agree that we will charge any seller at auction a Seller's Premium when the Item sold does not meet the minimum Buyer's Premium due.
  3. You acknowledge and agree that we will charge any seller of fixed price a Seller's Premium and retain the full Seller's Premium unless otherwise noted.
  4. You agree that you will receive Net Sale Proceeds as set forth in the fee structure

Settlement

  1. Within ten Business Days of the Settlement Date, the Net Sale Proceeds will be sent to you as per the Payment Instructions in your Account.
  2. If you owe us any amount at the time of payment, we can deduct that amount from the Net Sale Proceeds. If the owed amount exceeds the proceeds, you may not be entitled to any payout.
  3. Buyers are not required to provide payment information at the time of bidding, which can cause delays in the Settlement Date and subsequent payouts.
  4. We are not obligated to enforce payment from buyers. If a buyer fails to pay, Ungraded Ltd can relist the Item in the same manner as the unpaid listing.
  5. We shall not be liable for any loss, claim, or damage you incur due to delayed payments.
  6. We shall not be liable for any loss, claim, or damage you incur due to unauthorised or fraudulent activities by a third party.

Termination

We may terminate the sale of any Item(s) at any time before sale is finalised if in our sole judgement:

  1. It is uncertain whether the Item is genuine.
  2. Selling an Item(s) may put you or us at risk of a lawsuit.
  3. You have allegedly or actually violated a provision of this Agreement.
  4. An Item(s) becomes damaged or lost, altering its condition from when it was offered for sale.

Both parties to this Agreement will not be held liable for failing to meet their obligations if such failure is beyond the reasonable control of one of the parties and not their fault. Examples of such circumstances include strikes, lockouts, fires, floods, natural disasters, wars, armed conflicts, terrorist attacks, earthquakes, government orders or regulations, pandemics, other health crises, and nuclear or chemical contamination. These events will be collectively referred to as "Force Majeure Events."

Cancellation of Sale

You authorise us to rescind the sale of an Item(s) in accordance with the Buyer Terms, or if:

  1. We learn that the Item(s) is inaccurately described in marketing or other materials.
  2. If we learn that the Item(s) is a counterfeit.
  3. Or if we determine in our sole judgement that the offering, or sale, of any Item(s) has subjected or may subject us and/or you to any liability.

Upon cancellation of a sale, within ten working days you must return to us any sale proceeds for such items. You will be liable for any expenses incurred in connection with the cancellation, including but limited to, any legal fees incurred collecting any amounts due and any fees incurred retrieving the Item(s) from the buyer. Upon reimbursement, unless otherwise legally directed not to, we will release the Item(s) to you.

Unsold Item(s)

  1. Unbid Items at Auction:
    • If an Item receives no bids at auction, it will be relisted for free at least once, as per the terms of the fee structure.
    • If the relisted Item still receives no bids, you will remain responsible for any associated fees.
  2. Fixed-Price Items Remaining Unsold:
    • If a fixed-price Item remains unsold after the initial 30-day period, it will be automatically relisted and subject to fees according to the fee structure.
  3. Return of Unsold Items:
    • Any unsold Item will be returned to you after any outstanding balances have been settled.
  4. Unpaid Outstanding Balances:
    • If an Item is unsold and the outstanding balance is not paid within ninety days, we reserve the right to dispose of the Item and shall bear no liability to you in connection with this action.

Loss or Damage to Item(s)

  1. Liability for Loss or Damage to Items:
    1. We assume liability for physical loss or damage to items once they are in our possession, inspected, accepted, and listed in your Account.
  2. Items in Transit:
    1. We hold no responsibility for any loss or damage incurred during the transit of items to us.
  3. Compensation for Lost Items:
    1. For sold items: We will pay the hammer price (excluding the Buyer's Premium).
    2. For unsold items at auction: We will pay the Minimum Bid.
    3. For items yet to be offered for sale: We will determine the value based on our reasonable opinion or that of a retained appraiser.
  4. Compensation for Damaged Items:
    1. We will pay the depreciation amount as determined by our reasonable opinion or that of a retained appraiser.
    2. We are not obligated to consider your opinion or that of your appraiser in our determination.
  5. Items Not in Our Custody:
    1. We are not responsible for any items, damages, or losses not in our custody and control.
  6. Sole Remedy for Loss or Damage:
    1. In case of loss or damage, your sole remedy against us is the payment of the depreciation amount as described above.
    2. Upon receiving payment, you irrevocably release Ungraded Ltd from any further liability for loss or damage, regardless of the cause.
    3. Admission of fault, whether oral or written, by us or our employees, does not establish liability under this Agreement.

Representations and Warranties

  1. You represent and warrant to us and any buyer that:
    1. If this Agreement is entered into by or on behalf of any entity, that you are a corporation or company validly existing, and have full power and authority to execute, deliver, and perform your obligations under this Agreement.
    2. You have the right to consign the Item(s) for sale. There are no contractual or other legal obligations affecting your rights to enter into this Agreement or to sell the Item(s).
    3. You do not know and have no reason to suspect that the Item(s) is not authentic.
    4. You do not know, and have no reason to suspect, that the Item(s) is connected with any crime, terrorist activities, or the proceeds thereof.
    5. There are no restrictions on our right to reproduce photographs of the Item(s).
    6. You agree that we have the exclusive right to sell the Item(s).
  2. Your representations and warranties will survive completion of the transactions covered by this Agreement in perpetuity.

Indemnification

By entering this Agreement, you consent to safeguarding, upholding, and absolving Ungraded Ltd, its leaders, executives, and workers, in addition to every purchaser and any third party from all legal actions, expenditures, impairments, damages, charges, fines, punishments, and other legal liabilities and costs. These matters are either experienced by us or brought against us by any third party as a result of or connected to:

  1. Your violation of this Agreement and any policy breaches connected to the Website.
  2. Your breach of any applicable legal or regulatory provisions or the rights of any third party.
  3. Your neglect, deliberate wrongdoing, or misrepresentation.

It is important to note that this indemnification clause will continue to apply even after the covered transactions in this Agreement have been completed.

Legal Status

  1. If you are representing someone else who isn't signing this Agreement, you and the person you represent are both equally responsible for meeting your obligations and liabilities. You must let us know in writing that you are acting on behalf of someone else and that you are following all relevant laws and regulations.
  2. When we ask, you agree to provide proof of your identity and any other information we may need based on applicable laws, regulations, or our policies and procedures.

Privacy

You acknowledge and agree that we may record any information you supply to us of that we obtain about you from our systems in accordance with our Privacy Policy

No Legal Advice

This Agreement constitutes a legally binding document. You confirm that you have had the chance to consult a lawyer of your choosing prior to signing this Agreement and have have signed this Agreement after having had the opportunity to consult with a lawyer of your own choosing. We have not provided any legal or financial advice. No person employed or engaged by us has served as your lawyer, financial advisor, or tax advisor. You have thoroughly read this Agreement in its entirety, have a complete understanding of its terms, and have voluntarily and knowingly consented to them.

Disclaimer Of Warranties.

Within the terms of the User Agreement and concerning Ungraded Ltd's services under this Agreement, the remedies outlined in this Agreement replace all warranties, whether expressed or implied. All implied warranties, including merchantability and fitness for a particular purpose, are hereby disclaimed and excluded. Employees of Ungraded Ltd and its affiliates cannot make any statements, representations, or warranties that contradict this Agreement. This includes, but is not limited to, statements made by any of Ungraded Ltd or its affiliates' personnel or employees or those made in any advertising or presentation materials (oral or written). These statements do not constitute representations and warranties by Ungraded Ltd and its affiliates and should not be relied upon as such.

Liability Limitations

  1. You acknowledge that it is impossible for Ungraded Ltd to predict accurately the selling price or exact selling time for any item.
  2. Despite any conflicting provisions, and without limiting the terms of the User Agreement, our maximum aggregate liability to you or any third party you may represent, arising from any cause, act, omission, or other circumstance, shall not exceed the Net Sale Proceeds for the Item giving rise to any such liability under this Agreement.
  3. Notwithstanding any conflicting provisions, in no event shall we, any of our affiliates, or any of our respective employees, officers, directors, or agents be liable to you or any other party, under any circumstances or legal or equitable theory, for any indirect, incidental, special, punitive, consequential, or exemplary damages (including, but not limited to, loss of data, loss of money, goodwill or reputation, costs of delay or lost profits, business interruption damage, other intangible losses, or any intrinsic or sentimental value of an item, including without limitation, personal injury, bodily injury, property damage, emotional distress, death, real or personal property damage), even if advised of the possibility of such damages.

Non-Disparagement

You consent to permanently abstain from making any disparaging, critical, or intentionally misleading remarks about Ungraded Ltd, its affiliates, and their respective employees, agents, and collaborators, and the services they offer.

Notice

Any notices sent to you or us must be in writing and sent to our respective addresses, including the email addresses linked to your Account. (Or to a different address that one of us may notify the other of in writing from time to time, including the addresses associated with your Account). The notice will be considered to have been delivered five Business Days after being mailed or two Business Days after being sent via email.

Our Legal Relationship

We operate as your agent when offering the sale of Items. It is explicitly stated that there is no intention to establish an employer/employee, joint venture, or partnership relationship between us.

Miscellaneous

This Agreement is binding on your heirs, executors, beneficiaries, successors, and assigns, but you cannot assign it without our written consent. It is the complete understanding between you and us regarding the subject matter and overrides any prior or concurrent written, oral, or implied understandings, representations, and agreements. Neither party can amend, supplement, or waive any provision except in writing signed by both parties. The contractual obligations and duties in this Agreement are only valid once you have acknowledged and agreed to it through your use of certain services on the Website. If any term, provision, or clause or part of it is deemed invalid or unenforceable, the rest of the Agreement will remain unaffected, and each remaining term, provision, or portion will be valid and enforceable to the fullest extent permitted by law. The section headings are for reference only and do not affect the meaning or interpretation of this Agreement.