User_Agreement

User Agreement

The Conditions of Business govern the terms of the selling process of property offered for sale on this web site (the “Site”). They create a binding contract between the buyer and the seller of the property. They also create a binding contract between the buyer and 1stdibs.com.

Any person who registers to buy property on the Site must accept these Conditions of Business without any changes. By clicking on the “Confirm and Submit Registration” button, the prospective buyer (the “Buyer”) represents that he/she is an interior design professional, or a private collector or a dealer or reseller decorator items and accessories (each such person being hereafter referred to as an, “ Buyer”) and agrees to be bound by these Conditions of Business.

The Conditions of Business may be amended by 1stdibs.com at any time. Any changes to the Conditions of Business will be effective after 14 days of posting on the Site. The continued use of the Site will constitute acceptance by the Buyer of changes to the Conditions of Business.

1. Eligibility to Use the Site.

The Site is reserved exclusively to professional buyers, including collectors and resellers of decorative items and accessories (“Items”) who are acceptable to 1stdibs.com in its sole discretion. The Site is designed for experienced Buyers accustomed to buying items based on photographs. Such Buyers are aware that Items are not new, unless otherwise stated, or in perfect condition, and may require touch-up or repairs prior to use and that the available information about these items may be limited. The Site is designed to provide Buyers access to Items as 1stdibs.com finds them. Due to the speed at which many Items sell, it is not possible for 1stdibs.com to verify any information provided by the seller or its representative who is selling a Decorative Item.

2. Operation of the Site.

The Site provides a marketplace for Buyers to purchase Items online. The sale is directly between the Interior Design Professional and the dealer who is the seller of the property (the “Seller”). The role of 1stdibs.com is limited to making the Site available and maintaining the Site. 1stdibs.com is an intermediary and not an agent for either the Buyer or the Seller for any purpose. 1stdibs.com accepts responsibility for the proper use of a Buyer’s funds deposited and disbursed through the Site, but does not accept responsibility for any negligence, misconduct or other inappropriate or unbusinesslike behavior by a Seller in connection with any sale transaction entered into on or through the Site. 1stdibs.com does not accept responsibility for the delivery of or transfer of title to any Items purchased through the Site. Because most of the Items displayed on the Site are unique and are offered by dealers that usually have wholesale or retail opportunities for the sale of the Decorative Item apart from 1stdibs.com, all Items displayed on the Site are offered strictly for sale subject to availability.

3. Expert Review.

If the Buyer is purchasing a Decorative Item based partially or entirely on its stated provenance, designer or creator, 1stdibs.com recommends expert review of the Decorative Item prior to purchase. If the Buyer would like an expert to review an item prior to purchase, the Buyer should so note in his/her offer and 1stdibs.com will try to provide several names and contact information for persons reputed to be experts in items of the type selected by the Buyer so that the Buyer may contract directly for such expert review. Many European experts charge approximately 5% of the sales price to authenticate an item. While 1stdibs.com believes the experts it recommends to be reasonably qualified, 1stdibs.com accepts no responsibility for such experts’ work.
Unless 1stdibs.com advises the Buyer that a Seller will “reserve” a Decorative Item pending expert review, the Decorative Item will remain available for sale until the Buyer advises 1stdibs.com of his/her approval of the item and the Seller confirms the sale. If Seller elects to accept Buyer’s request to hold item for an expert review, no sale shall be confirmed until the Buyer has approved or waived the expert review.

4. The Sale.

Once placed, an offer may not be canceled or revoked by the Buyer. The Buyer acknowledges that the offer will lapse at the end of the offer period selected by the Buyer. By making an offer, the Buyer irrevocably agrees to pay the Total Purchase Price if his/her offer is accepted by the Seller. The “Total Purchase Price” is the price agreed to on the site and includes (i) the agreed price of the Decorative Item (the “Purchase Price”); (ii) if applicable, a “Buyer’s Premium” to 1stdibs.com in the amount stated in the “buyer’s premium schedule” posted on the site between 10% and 30% of the Purchase Price, based on account status and amount of accumulated purchases; and (iii) sales tax, use tax, VAT, Internet sales tax and/or any other taxes or levies that the Seller or 1stdibs.com is required to collect from the Buyer under applicable law at the time of sale. An offer or counteroffer is deemed “accepted” by the Seller and the sale is concluded between the Buyer and the Seller when the confirmation is posted to the Buyer’s account or the Buyer receives confirmation by e-mail that (a) the Buyer’s offer or subsequent counteroffer to purchase the property has been accepted and confirmed by the Seller, or (b) the Buyer’s acceptance of the Seller’s counteroffer has been acknowledged, accepted and confirmed by the Seller. During the course of negotiations between a Seller and a Buyer and until the Seller gives such acceptance and confirmation, the Seller is free to sell the Decorative Item to another Buyer or remove the item from sale.

5. Deposit.

Immediately upon confirmation by the Seller of (a) the Seller’s acceptance of an offer or counteroffer by the Buyer, or (b) the Buyer’s acceptance of the Seller’s counteroffer, unless otherwise approved by 1stdibs.com, the Buyer shall pay a deposit equal to 30% of the Purchase Price (the “Deposit”). The Buyer irrevocably authorizes 1stdibs.com to (i) reserve the total amount of the offer on the Buyer’s credit card, using the credit card information given to 1stdibs.com by the Buyer when making the offer; and (ii) charge the amount of the Deposit to the Buyer’s credit card upon confirmation of the sale by Seller pursuant to (a) or (b) in the preceding paragraph.
The Buyer authorizes 1stdibs.com to cancel the sale if the credit card company for any reason rejects the Buyer’s credit card payment of the Deposit.

6. Payment of Balance of Purchase Price.

Unless specifically approved for any other payment method, the Buyer agrees to pay the balance of the Total Purchase Price for each Decorative Item no later than close of business on the seventh (7th) day after the sale has been confirmed, or the next business day if the seventh (7th) day is a business holiday. Buyer may pay the outstanding balance by credit card or by wire transfer to 1stdibs.com. 1stdibs.com will deliver the Seller’s payment to the Seller concurrently with instructions to release the items to the Buyer or Buyer’s representative, including Buyer’s shipper.

For all confirmed sales for which the Buyer fails to timely make payment, the Buyer irrevocably authorizes 1stdibs.com to charge any outstanding balance for the transaction to any of the Buyer’s credit card numbers given to 1stdibs.com by the Buyer. The Buyer authorizes 1stdibs.com to elect to cancel the sale if the Buyer’s balance is not collectable for any reason, and to retain any Deposit as compensation to 1stdibs.com for the Buyer’s default. The Buyer and 1stdibs.com acknowledge and agree that damages to 1stdibs.com in the event of default by the Buyer in payment of any balance will be difficult or impossible to prove and that the amount of the Deposit and the Buyer’s Premium is reasonable compensation to 1stdibs.com for damages suffered and constitutes liquidated damages and not a penalty. In the event of cancellation of a sale by reason of the Buyer’s default, 1stdibs.com shall return to the Buyer any funds received by 1stdibs.com on account of the sale in excess of the Deposit and the Buyer’s Premium. Except for the right to the return of such excess funds, the Buyer waives any claim against 1stdibs.com arising from a canceled sale.

If for any reason Buyer cancels a payment made by credit card or any other means without first receiving approval from 1stdibs.com, Buyer shall be liable for the full purchase price, Buyer’s Premium and any related costs including storage and handling fees if applicable. Additionally, Buyer shall be responsible for any costs associated with collecting any amount due to 1stdibs.com including legal fees and costs related to currency fluctuations.

7. Completion of Responsibility

Once an item has been collected from the seller, either by the buyer, or on behalf of the buyer, the item is deemed delivered and 1stdibs.com has completed it’s service and earned it’s fee for the transaction, and shall have no further responsibility for the item’s location.

8. Transfer of Title; Risk of Loss.

The Seller of each Decorative Item sold on the Site has represented to 1stdibs.com that the Seller will convey title of each Decorative Item to the Buyer upon receipt by the Seller or his/her agent of their Sales Price for the Decorative Item. The Seller has represented to 1stdibs.com that the Seller is the sole owner of each Decorative Item the Seller is offering for sale on the Site or that the Seller is duly authorized by the owner of the Decorative Item to sell the Decorative Item and that the Seller will transfer ownership of the Decorative Item to the Buyer free from any claims by third parties. Risk of loss to each Decorative Item will pass to the Buyer upon conveyance of title to the Buyer.

9. Shipping.

1stdibs.com may elect to offer to assist the shipping process, including facilitating information and payment between buyer and shipper as well as managing and monitoring shipping status on behalf of the buyer. To assist buyers in obtaining shipping costs, 1stdibs.com requests shipping quotes from several shipping companies and at its own discretion, posts the best quote to various destinations. This information posted is for reference only and while 1stdibs.com tries to get the most accurate quote, it cannot warrant the information or be held liable for any use or erroneousness of the information.
1stdibs.com’s recommendation of a shipper is provided for convenience. Buyer is in every instance free to arrange buyers own shipping and may elect to use any shipping company of its choice. Shipping, crating, packaging and freight insurance are the Buyer’s responsibility. The crating/shipping/insurance companies designated by the Buyer are the Buyer’s agents and the Buyer will bear all applicable costs and pay such costs directly to the agents.

10. Taxes and Import/Export Duties.

The Buyer is entirely responsible for paying all sales and use taxes, VAT, export and/or import taxes and duties and all transactional taxes or levies related to the purchase of each Decorative Item purchased (collectively, “Taxes”). The Buyer shall pay the Seller such Taxes as the Seller is required to collect, but failure of the Seller to collect the Taxes will not relieve the Buyer’s obligation. It is the Buyer’s responsibility to establish and/or document any applicable exemption from Taxes. The Buyer must determine, pay, collect, remit and report to the appropriate taxing authority the correct amount of all export and/or import taxes or duties payable upon export of the Decorative Item from its country of origin and import into the United States or any other country.

11. Import/Export Restrictions.

Some of the Items sold on the Site may require cultural, customs and endangered species permits for export from the country where they are located and import into the Buyer’s country. Items may also be subject to a right of the country from which they are exported to purchase the Items from the Buyer, sometimes called a “right of preemption”. Neither the Seller nor 1stdibs.com makes any representation, gives any warranty or shall have any liability to the Buyer in respect of the requirement for, or the availability, or issuance of valid export or import permits or the existence or exercise of preemption rights to purchase by governmental or regulatory authorities anywhere. If the listing of any Decorative Item on the Site discloses that the Decorative Item requires a cultural export permit or the Seller, or 1stdibs.com disclose such requirement after confirmation of the sale but before the shipper picks up the Decorative Item, or the Buyer first learns that an export permit is required after the Decorative Item has been picked up by the shipper, and the Seller is unable to obtain the export permit within thirty (30) days after the later of confirmation of the sale or disclosure of the requirement for the export permit, the Buyer may rescind the sale of such Decorative Item by giving written notice to 1stdibs.com within seven (7) business days after expiration of the applicable thirty (30) day period. In no event shall the Buyer be entitled to rescind a sale more than ninety (90) days after the date of the sale to the Buyer. If the sale is rescinded, the Buyer shall cause the affected Decorative Item to be returned to the Seller. Upon such return, 1stdibs.com shall return the Finder Fee and any additional portion of the Total Purchase Price held by 1stdibs.com to Buyer and 1stdibs.com will use reasonable efforts to cause the Seller to return to the Buyer the remainder of the Total Purchase Price. The benefit of this right of rescission is not assignable and belongs solely to the Buyer.

12. AS-IS SALE.

All Items displayed on the Site are sold “AS IS”. Neither the Seller nor 1stdibs.com makes any guarantee, warranty or representation, expressed or implied, to any Buyer with respect to any Decorative Item, including without limitation, its condition, merchantability, fitness for a particular purpose, quality, rarity, importance, provenance, designer or creator, exhibitions, literature, historical relevance or otherwise. No statement anywhere, whether oral or written, shall be deemed any such guarantee, warranty or representation. Neither the Seller nor 1stdibs.com makes any representation or warranty as to whether the Buyer acquires any reproduction rights or other intellectual property rights in any Decorative Item. Except as provided in paragraph 11, DECORATIVE ITEMS PURCHASED THROUGH 1STDIBS.COM ARE NOT RETURNABLE.

13. Disclaimer of Liability.

The Site is provided on an “AS-IS” and “AS AVAILABLE” basis. 1stdibs.com makes no representation or warranty of any kind, express or implied, with respect to the Site, any Items offered for sale or sold on or through the Site or any Seller, including without limitation:
(a) any representation or warranty that the Site meets the Buyer’s requirements, will always be accessible, uninterrupted, timely, secure or operate without error;
(b) any representation or warranty with respect to title to or delivery of any Decorative Item;
(c) any representation or warranty with respect to intellectual property rights in any Decorative Item;
(d) any representation or warranty that any Decorative Item conforms to its description or the colors, texture and detail shown on the Buyer’s computer monitor; or
(e) any representation or warranty regarding the character, reputation or business practices of the Seller.
The Buyer must direct all claims regarding any Decorative Item to the Seller and must resolve any dispute regarding any Decorative Item directly with the Seller.

14. Release and Limitation of Liability.

To the maximum extent permitted by law, the Buyer releases 1stdibs.com from all claims, demands, liabilities, actions, losses and damages of any kind, including without limitation direct, indirect, incidental, special, punitive and consequential damages (including without limitation lost profits, revenue and/or data), related to or arising out of or in connection with the Conditions of Business, the Site, the inability to use the Site, any Decorative Item offered for sale or sold through the Site or any other goods or services purchased or obtained or transactions entered into through the Site. If the Buyer is a California resident, the Buyer waives California Civil Code § 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” In all events, the liability of 1stdibs.com to a Buyer is limited to the amount of the Buyer’s Premium paid by the Buyer to 1stdibs.com if applicable in the transaction, or 20% of the purchase price if no Buyer’s Premium was paid.

15. Indemnity.

The Buyer agrees to defend and indemnify 1stdibs.com against and hold 1stdibs.com harmless from all losses, damages, liabilities, costs (including without limitation attorneys’ and paralegal' costs and fees) and claims arising out of or related to the use of the Site by the Buyer, the purchase of Items by the Buyer, the nature or quality of the Items, and any disputes between the Buyer and the Seller of the Items.

16. Refusal of Transaction.

1stdibs.com reserves the right to withdraw any Decorative Item from the Site or to amend any content on the Site at any time. 1stdibs.com may refuse service to anyone at any time in its sole discretion. 1stdibs.com will not be liable to the Buyer or any third party because it has withdrawn any Decorative Item from the Site, amended any of the content or denied access to the Site.

17. Site Monitoring.

1stdibs.com reserves the right, but accepts no obligation, to monitor any activity and content on the Site. 1stdibs.com may investigate any reported violation of applicable law, the Conditions of Business and any other policy applicable to Buyers and Sellers or transactions on the Site and take action that it deems appropriate, including but not limited to issuing warnings, suspending or terminating service, denying access or removing any content from the Site. 1stdibs.com may also investigate the use of a credit card by a Buyer and take such action as 1stdibs.com deems appropriate, including but not limited to canceling any offer placed by such Buyer.

18. Compliance with Laws.

The Site may be used only for lawful purposes and in a lawful manner. The Buyer agrees to comply with all applicable laws and regulations regarding the use of the Site and any transaction conducted on or through the Site. The agreements between the Buyer and the Seller and between the Buyer and 1stdibs.com shall not be governed by the U. N. Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

19. Fraud.

The Buyer may not register or make offers for any Decorative Item under a false name, use an invalid or unauthorized credit card or use another Buyer’s password. Such fraudulent conduct is a violation of Federal and State law. If fraudulent conduct is identified, the Buyer will be denied access to the site and the conduct may be reported to law enforcement authorities.

20. Access and Interference.

All persons accessing this Site agree that (a) they will not, by automatic device or manual process, monitor or copy 1stdibs.com’ web pages or their content without the prior written permission of 1stdibs.com; (b) they will not use any device, software or routine to interfere or attempt to interfere with the proper functioning of the Site; (c) they will not do anything that imposes an unreasonable or disproportionately large load on the 1stdibs.com infrastructure.

21. Miscellaneous.

If any provision of these Conditions of Business is deemed unlawful, void or for any reason unenforceable, such provision(s) will be deemed severable from the rest of the Conditions of Business and will not affect the validity and enforceability of the rest of the Conditions of Business. Failure of 1stdibs.com to exercise any rights or remedies will not constitute a waiver of any rights or remedies available to 1stdibs.com under these Conditions of Business or at law. The Conditions of Business represent the entire agreement between the Buyer and 1stdibs.com and the Buyer and the Seller with regard to the purchase by the Buyer of Items sold by the Seller on the Site, and the Conditions of Business supersede and replace any other agreement between the parties including but not limited to any previous Conditions of Business as they may have applied between the Buyer and 1stdibs.com or the Buyer and the Seller.

22. Use of Site Information.

Except with the prior written consent of 1stdibs.com, Buyers shall not use or reproduce information on Items or Sellers available on the Site for purposes other than purchasing Items on the Site and arranging delivery, payment and shipment. 1stdibs.com retains the copyright of all photographs, illustrations, digital images and written material produced and any form of web site design and content, including the category and sub-category system and any object and materials published by 1stdibs.com. Any Buyer registered with 1stdibs.com has permission to print in hard copy and electronically reproduce portions of the web site for the sole purposes of purchasing Items from 1stdibs.com and reselling such Items to the Buyer’s interior design clients or using 1stdibs.com as a shopping resource. No user may modify materials on or obtained from the Site or include any such materials on the user’s own site. 1stdibs.com is a legally protected trademark and/or service mark.

23. Use of Site Information.

24. Notices.

Any notices shall be given by postal mail addressed to 1stdibs.com, 156 5th Ave suite 925, NY, NY 10010, to the attention of Michael Bruno or to the e-mail address provided to 1stdibs.com by the Buyer upon registration. Notice to the Buyer shall be deemed to have been given 24 hours after the e-mail was sent, unless 1stdibs.com is notified that the e-mail address is invalid, in which event 1stdibs.com may give notice by postal mail at the address provided to 1stdibs.com by the Buyer upon registration. Notice given by postal mail shall be deemed to have been given three (3) business days after the date of mailing.

25. Governing Law and Jurisdiction.

The sale agreement between the Buyer and the Seller and the agreement between the Buyer and 1stdibs.com contained in this Conditions of Business are governed by the laws of the State of Delaware, USA, and the Buyer, the Seller and 1stdibs.com agree to submit any dispute arising under the Conditions of Business to the exclusive jurisdiction of the Delaware Courts.