CONDITIONS OF SALE - AGREEMENT BETWEEN PROFILES AND BIDDER

BY EITHER REGISTERING TO BID OR PLACING A BID, THE BIDDER ACCEPTS THESE CONDITIONS OF SALE AND ENTERS INTO A LEGALLY, BINDING, ENFORCEABLE AGREEMENT WITH PROFILES.

The following terms and conditions constitute the sole terms and conditions under which Profiles in History (“Profiles”) will offer for sale and sell the property described in the Catalog. These Conditions of Sale constitute a binding agreement between the Bidder and Profiles with respect to the auction. By bidding at auction, whether in person, through an agent or representative, by telephone, facsimile, on-line, absentee bid, or by any other form of bid or by any other means, the Bidder acknowledges the thorough reading and understanding of all of these Conditions of Sale, all descriptions of items in the Catalog, and all matters incorporated herein by reference, and agrees to be fully bound thereby.

NO BID MAY BE PLACED IN ANY MANNER UNLESS THE BIDDER HAS FULLY REVIEWED AND AGREES TO ALL OF THE “CONDITIONS OF SALE” EITHER PRINTED IN THE CATALOG OR ON-LINE, AS WELL AS THE TERMS OF THE REGISTRATION FORM. BY PLACING ANY BID, THE BIDDER REPRESENTS AND WARRANTS TO PROFILES THAT HE OR SHE HAS FULLY REVIEWED AND AGREES TO BE BOUND BY ALL OF THESE “CONDITIONS OF SALE” AND THE TERMS OF THE REGISTRATION FORM. WITHOUT SUCH REPRESENTATION, WARRANTY AND AGREEMENT, PROFILES WOULD NOT PERMIT THE BIDDER TO BID.

Bidder and Profiles agree that any agreements between the Bidder and Profiles including but not limited to these Conditions of Sale are entered into in Los Angeles County, California, which is where the agreements are to be performed and the auction to take place, no matter where Bidder is situated and no matter by what means or where Bidder was informed of the auction and regardless of whether catalogs, materials, or other communications were received by Bidder in another location. Both Profiles and the Bidder agree that any disputes under these Conditions of Sale, the subject matter hereof, the entering into, or any aspect of the auction, shall be exclusively governed by California law, and that any and all claims or actions shall be brought and maintained only in Los Angeles County, California in a State or Federal Court to the exclusion of any other venue, locale or jurisdiction. All parties submit to such jurisdiction. Both Bidder and Profiles agree that these provisions are intended to be binding on all parties and that they shall solely control choice-of-law, venue and jurisdiction in the event of any dispute specifically including third party claims and cross-actions brought by either Profiles or Bidder, and that absent such agreement, Profiles would not permit Bidder to bid hereunder. Any violation of the terms of this Paragraph shall entitle the affected party to reasonable attorney fees and litigation costs in addition to all other available remedies, all of which remain reserved. The parties agree that Profiles shall be entitled to present these Conditions of Sale to a court in any jurisdiction other than set forth in this paragraph as conclusive evidence of the parties’ agreement, and the parties further agree that the court shall immediately dismiss any action filed in such jurisdiction. Notwithstanding any other provision herein, the prevailing party in any claim, dispute or litigation between the parties shall be entitled to an award of reasonable attorney fees and costs of litigation.

Unless otherwise set forth in the Catalog, all property will be offered by Profiles solely as agent for the seller or consignor of the property and not on its own behalf.

Profiles is in compliance, to the fullest extent possible, with California procedures regarding the bonding of auctioneers.

1. Final Bid Price, Purchase Price and Payment. The term, “Final Bid Price” means the amount of the highest bid acknowledged and acceptable to Profiles. The term, “Purchase Price” means the sum of (1) the Final Bid Price; (2) a premium payable by the successful Bidder (also referred to throughout these Conditions of Sale as “Buyer”) equal to twenty-three percent (23%) of the Final Bid Price; (3) applicable taxes (including California and local sales tax and/or compensating use tax based upon the purchase price unless exempted by law and/or where Buyer presents an original, valid resale certificate with a copy for Profiles’ records from the California State Board of Equalization); (4) shipping, handling and insurance coverage if requested by Buyer and agreed upon by Profiles. Profiles may accept current and valid VISA, MasterCard, Discover and American Express credit or debit cards for payment but under the express condition that any property purchased by credit or debit card shall not be refundable, returnable, or exchangeable, and that no credit to Buyer’s credit or debit card account will be issued under any circumstances. The last sentence constitutes Profiles’ “official policy” regarding returns, refunds, and exchanges where credit or debit cards are used. For payment other than by cash, delivery will not be made unless and until full payment has been actually received by Profiles, i.e., check has fully cleared or credit or debit card funds fully obtained. Profiles has been authorized by the seller or consignor to retain, as partial remuneration, the premium set forth as number (2) in this paragraph. Unless otherwise agreed in a writing signed by Profiles, payment in full is due within seven calendar days of the auction or within five calendar days of the invoice date, whichever is later. PROFILES SHALL HAVE THE RIGHT, AND THE SUCCESSFUL BIDDER HEREBY UNCONDITIONALLY AND IRREVOCABLY PRE-AUTHORIZES PROFILES, TO CHARGE FROM AND COLLECT ALL AMOUNTS OWED FROM ALL CREDIT AND/OR DEBIT ACCOUNTS IDENTIFIED TO PROFILES BY THE SUCCESSFUL BIDDER PRIOR TO BIDDING IN THE EVENT THAT THE SUCCESSFUL BIDDER DOES NOT MAKE TIMELY PAYMENT UNDER THESE CONDITIONS OF SALE. IN SUCH EVENT, THE SUCCESSFUL BIDDER AUTHORIZES PROFILES TO COLLECT ALL AMOUNTS OWED FROM ANY OF SAID ACCOUNTS, AND THE SUCCESSFUL BIDDER SHALL NOT CONTEST ANY SUCH CREDIT OR DEBIT ACCOUNT CHARGE ON THE GROUND THAT PROFILES WAS NOT SO AUTHORIZED.

2. Title. On the fall of the auctioneer’s hammer, title to the offered lot will pass to the highest bidder acknowledged by the auctioneer but fully subject to Buyer’s compliance with all of the terms of the Conditions of Sale and the Registration Form.

3. Rights Reserved. Profiles reserves the right to withdraw any lot before or at the time of the auction, and/or to postpone the auction of all or any lots or parts thereof, for any reason. Profiles shall not be liable to any Bidder in the event of such withdrawal or postponement under any circumstances. Profiles reserves the right to refuse to accept bids from anyone.

4. Auctioneer’s Discretion. Profiles shall determine opening bids and bidding increments. The auctioneer has the right in its absolute discretion to reject any bid in the event of dispute between bidders or if the auctioneer has doubt as to the validity of any bid, to advance the bidding at its absolute discretion and to determine the successful bidder in the event of a dispute between bidders, to continue the bidding or to reoffer and resell the lot in question. In the event of a dispute after the sale, Profiles’ record of final sale shall be conclusive. The auctioneer also may reject any bid and withdraw the lot from sale if the auctioneer decides either that any opening bid is below the reserve (see paragraph 5 below) of the lot or article or that an advance is insufficient. Unless otherwise announced by the auctioneer at the time of sale, no lots may be divided for the purpose of sale.

5. Reserves. Lots may be subject to a reserve which is the confidential minimum price below which the lot will not be sold. Although the auctioneer may open the bidding on any lot below the reserve by placing a bid on behalf of the seller, Profiles reserves the right to protect the reserve by bidding through the auctioneer and continuing to bid on behalf of the seller up to the reserve amount either through consecutive bids or by placing bids in response to other bidders. Consignors may not bid on their own lots or property. If the consignor is indebted to or has a monetary guarantee from Profiles in certain circumstances, Profiles may have an interest in an offered lot and the proceeds there from apart from Profiles’ commissions, and Profiles may bid thereon to protect such interest. In such instance, Profiles is entitled to its standard commission rate when a lot is “bought-in” to protect its interest.

6. Risk and Responsibility; Agency. The buyer shall, once deemed the highest bidder on the fall of the auctioneer’s hammer, bear all risk and responsibility for the lot, and neither Profiles, its agents nor employees, shall thereafter be liable for any loss or damage to the property. The buyer will also be required to sign a confirmation of purchase at such time if requested by the auctioneer. All bidders are deemed to be acting as principals unless Profiles acknowledges in writing prior to the auction that the bidder is acting as agent for another party. In the absence of such written acknowledgment, the bidder guarantees payment of the Purchase Price of a successful bid.

7. Possession and Removal; Charges. No portion of any lot may be removed from the premises or possession transferred to Buyer unless Buyer has fully complied with these Conditions of Sale and the terms of the Registration Form, and unless and until Profiles has received the Purchase Price funds in full. Notwithstanding the above, all property must be removed from the premises by Buyer at his or her sole expense not later than seven (7) calendar days from the invoice date. If all or any property has not been so removed within that time, in addition to any other remedies available to Profiles all of which are reserved, a handling charge of one percent (1%) of the Purchase Price per month will be assessed and payable to Profiles by Buyer, with a minimum of five percent (5%) assessed and payable to Profiles by Buyer for any property not removed within sixty (60) days. Profiles shall additionally have the option, in its sole discretion, of transferring any of such property to a public warehouse at the full risk and expense of Buyer. Profiles, in addition, reserves the right to impose a late charge of fifteen percent (15%) per year on the Purchase Price if Buyer does not make full payment in accordance herewith. Profiles and Buyer acknowledge and agree that these charges are reasonably imposed to partially compensate Profiles for losses and expenses associated with any such delays.

8. Off-Site Bidding. Bidding by telephone, facsimile-transmission (fax-in), on-line, or absentee bidding (advance written bids submitted by mail) are offered solely as a convenience and permitted subject to advance arrangements, availability, and Profiles’ approval which shall be exercised at Profiles’ sole discretion. Neither Profiles nor its agents or employees shall be held liable for the failure to execute bids or for errors relating to any transmission or execution thereof. In order to be considered for off-site bidding in any manner, Bidders must comply with all of these Conditions of Sale and the terms contained on the Registration Form.

9. Profiles’ Remedies. Failure of the Bidder/Buyer to comply with any of these Conditions of Sale or the terms of the Registration Form, is an event of default. In such event, Profiles may, in addition to any other available remedies specifically including the right to hold the defaulting Bidder/Buyer liable for the Purchase Price or to charge and collect from the defaulting Bidder/Buyer’s credit or debit accounts as provided for elsewhere herein: (a) cancel the sale, retaining any payment made by the Buyer as damages (the Bidder/Buyer understands and acknowledges that Profiles will be substantially damaged should such default occur, and that damages under sub-part (a) are necessary to compensate Profiles for such damages; (b) resell the property without reserve at public auction or privately; (c) charge the Bidder/Buyer interest on the Purchase Price at the rate of one and one-half per cent (1.5%) per month or the highest allowable interest rate; (d) take any other action that Profiles, in its sole discretion, deems necessary or appropriate to preserve and protect Profiles’ rights and remedies. Should Profiles resell the property, the original defaulting buyer shall be liable for the payment of any deficiency in the purchase price and all costs and expenses associated therewith , including but not limited to warehousing, sales-related expenses, reasonable attorney fees and court costs, commissions, incidental damages and any other charges due hereunder which were not collected or collectable. In the event that such buyer is the successful bidder on more than one lot and pays less than the purchase price for the total lots purchased, Profiles shall apply the payment received to such lot or lots that Profiles, in its sole discretion, deems appropriate. If Profiles does not exercise such discretion, the lots to which the payment shall be applied will be in descending order from the highest purchase price to the lowest. Any buyer failing to comply with these Conditions of Sale shall be deemed to have granted Profiles a security interest in, and Profiles may retain as collateral such security for such buyer’s obligations to Profiles, any property in Profiles’ possession owned by such buyer. Profiles shall have the benefit of all rights of a secured party under the Uniform Commercial Code (U.C.C.) as adopted by the state of California.

10. Warranties. Profiles does not provide any warranties to Bidders or Buyers, whether expressed or implied, beyond those expressly provided for in these Conditions of Sale. All property and lots are sold “as is” and “where is”. By way of illustration rather than limitation, neither Profiles nor the consignor makes any representation or warranty, expressed or implied, as to merchant ability or fitness for intended use, condition of the property (including any condition report), correctness of description, origin, measurement, quality, rarity, importance, exhibition, relevance, attribution, source, provenance, date, authorship, condition, culture, genuineness, value, or period of the property. Additionally, neither Profiles nor the consigner makes any representation or warranty, expressed or implied, as to whether the Buyer acquires rights in copyright or other intellectual property (including exhibition or reproduction rights) or whether the property is subject to any limitations such as ‘droit morale’ (moral rights) or other rights affecting works of art. Profiles does not make any representation or warranty as to title.

All descriptions, photographs, illustrations, and terminology including but not limited to words describing condition (including any condition reports requested by Bidder), authorship, period, culture, source, origin, measurement, quality, rarity, provenance, importance, exhibition, and relevance, used in the catalog, bill of sale, invoice, or anywhere else, represent a good faith effort made by Profiles to fairly represent the lots and property offered for sale as to origin, date, condition, and other information contained therein; they are statements of opinion only. They are not representations or warranties and Bidder agrees and acknowledges that he or she shall not rely on them in determining whether or not to bid or for what price. Price estimates (which are determined well in advance of the auction and are therefore subject to revision) and condition reports are provided solely as a convenience to Bidders and are not intended nor shall they be relied on by Bidders as statements, representations or warranties of actual value or predictions of final bid prices.

Bidders are accorded the opportunity to inspect the lots and to otherwise satisfy themselves as to the nature and sufficiency of each lot prior to bidding, and Profiles urges Bidders to avail themselves accordingly.

Lots and property are not returnable to Profiles for any reason except under Buyer’s limited Remedies set forth in Section 13 below and under the express terms and conditions of Section 13.

11. Limitation of Damages. In the event that Profiles is prevented for any reason from delivering any property to Buyer or Buyer is otherwise dissatisfied with the performance of Profiles, the liability, if any, of Profiles, shall be limited to, and shall not exceed, the amount actually paid for the property by Buyer. In no event shall Profiles be liable for incidental, special, indirect, exemplary or consequential damages of any kind, including but not limited to loss of profits, value of investment or opportunity cost.

12. Unauthorized Statements. Under no circumstances is any employee, agent or representative of Profiles authorized by Profiles to modify, amend, waive or contradict any of these Terms and Conditions, any term or condition set forth on the Registration Form, any warranty or limitation or exclusion of warranty, any term or condition in either the Registration Form or these Terms and Conditions regarding payment requirements, including but not limited to due date, manner of payment, and what constitutes payment in full, or any other term or condition contained in any documents issued by Profiles unless such modification, amendment, waiver or contradiction is contained in a writing signed by all parties. Any statements, oral or written, made by employees, agents or representatives of Profiles to Bidder, including statements regarding specific lots, even if such employee, agent or representative represents that such statement is authorized, unless reduced to a writing signed by all par¬ties, are statements of personal opinion only and are not binding on Profiles, and under no circumstances shall be relied on by Bidder as a statement, representation or warranty of Profiles.

13. Buyer’s Remedies. This section sets forth the sole and exclusive remedies of Buyer in conformity with Sections 10 (“Warranties”) and 11 (“Limitation of Damages”) herein, and is expressly in lieu of any other rights or remedies which might be available to Buyer by law. The Buyer hereby accepts the benefit of the consignor’s warranty of title and any other representations and warranties made by the consignor for the Buyer’s benefit. In the event that Buyer proves in writing to Profiles’ satisfaction that there was a breach of the consignor’s warranty of title concerning a lot purchased by Buyer, Profiles shall make demand upon the consignor to pay to Buyer the Purchase Price (including any premiums, taxes, or other amounts paid or due to Profiles). Should the consignor not pay the Purchase Price to Buyer within thirty days after such demand, Profiles shall disclose the identity of the consignor to Buyer and assign to Buyer all of Profiles’ rights against the consignor with respect to such lot or property. Upon such disclosure and assignment, all responsibility and liability, if any, of Profiles with respect to said lot or property shall automatically terminate. Profiles shall be entitled to retain the premiums and other amounts paid to Profiles - this remedy is as to the consignor only. The rights and remedies provided herein are for the original Buyer only and they may not be assigned or relied upon by any transferee or assignee under any circumstances. Lots containing ten or more items are not returnable under any circumstances. The exercise of rights under this Section 13 must be made, if at all, within thirty (30) days of the date of sale.

14. Profiles’ Additional Services. For Buyers who do not remove purchased property from Profiles’ premises, Profiles, in its sole discretion and solely as a service and accommodation to Buyers, may arrange to have purchased lots packed, insured and forwarded at the sole request, expense, and risk of Buyer. Profiles assumes no and disclaims all responsibility and liability for acts or omissions in such packing or shipping by Profiles or other packers and carriers, whether or not recommended by Profiles. Profiles assumes no and disclaims all responsibility and liability for damage to frames, glass or other breakable items. Where Profiles arranges and bills for such services via invoice or credit card, Profiles will include an administration charge.

15. Headings. Headings are for convenience only and shall not be used to interpret the substantive sections to which they refer.

16. Entire Agreement. These Conditions of Sale constitute the entire agreement between the parties together with the terms and conditions contained in the Registration Form. They may not be amended, modified or superseded except in a signed writing executed by all parties. No oral or written statement by anyone employed by Profiles or acting as agent or representative of Profiles may amend, modify, waive or supersede the terms herein unless such amendment, waiver or modification is contained in a writing signed by all parties. If any part of these Conditions of Sale are for any reason deemed invalid or enforceable, the remaining portions shall remain fully enforceable without regard to the invalid or unenforceable provisions.

Auction General Guidelines
Conditions of Sale: Before you bid, you must read the Conditions of Sale, immediately preceding these pages. They represent a contract between Profiles and you, and they contain important terms and conditions such as jurisdiction, payment terms, warranties and remedies. The Conditions of Sale are controlling over these general guidelines in the event of any conflicts between their respective terms.

Estimate Prices: In addition to descriptive information, each entry in the catalog includes a price range which reflects opinion as to the price expected at auction. These are based upon various factors including prices recently paid at auction for comparable property, condition, rarity, quality, history, provenance. Estimates are prepared well in advance of the sale and subject to revision. Estimates do not include the buyer’s premium or sales tax (see under separate heading). See Paragraph 10 of the Conditions of Sale for important restrictions as to reliance on estimated prices.

Reserves: The reserve is the minimum price the seller is willing to accept and below which a lot will not be sold. This amount is confidential and will not exceed the low pre-sale estimate.

Owned or Guaranteed Property: Profiles generally offers property consigned by others for sale at public auction; occasionally, lots are offered that are the property of Profiles.

Buyer’s Premium and Sales Tax: The actual purchase price will be the sum of the final bid price plus the buyer’s premium of 23% of the hammer price. California sales tax shall automatically be added to the purchase price unless exempted.

Before the Auction: You may attend pre-sale viewing for all of our auctions at no charge. All property to be auctioned is usually on view for several days prior to the sale. You are encouraged to examine lots thoroughly. You may also request condition reports (see below). Profiles’s staff are available at viewings and by appointment.

Hours of Business: Profiles is open from 8 a.m. to 5 p.m. on weekdays. The viewing schedule for the auction is published in the front of the auction catalog.

Condition Reports: If you wish to obtain additional information on a particular lot, or cannot appear at the viewing, Profiles may provide, upon request, a condition report. We remind prospective buyers that descriptions of property are not warranted and that each lot is sold “as is” in accordance with the terms of the limited warranty. Condition reports, as other descriptions of property, are not warranted; they are only provided as a service to interested clients. Neither Profiles nor the consignor make any express or implied representation or warranty concerning the condition of any lot offered for sale; any information furnished does not modify or negate the limited warranty contained in the Conditions of Sale. See Paragraph 10 of the Conditions of Sale for important restrictions as to reliance on condition reports.

You must acknowledge having read your agreement with all of the Conditions of Sale prior to your registration and prior to your bidding on any lot.

Bidding: Property is auctioned in consecutive numerical order, as it appears in the catalog. The auctioneer will accept bids from those present in the salesroom or absentee bidders participating by telephone, internet or by written bid left with Profiles in advance of the auction. The auctioneer may also execute bids on behalf of the consignor to protect the reserve, either by entering bids in response to salesroom, telephone or absentee bids. Under no circumstances will the auctioneer place any bid on behalf of the consignor at or above the reserve. The auctioneer will not specifically identify bids placed on behalf of the consignor to protect the reserve.

Internet Bids: Profiles is pleased to offer live Internet bidding at the URL www.iCollector.com. To ensure proper registration, those Bidders intending to bid via the Internet must visit this site and register accordingly at least one full day prior to the actual auction. Please be aware that there is a minimum 3-second delay in the audio and visual feeds, which may confuse some bidders. If you have questions about this feature, please call Profiles well in advance of the auction. Winning bidders will be notified by Profiles. Profiles is not and cannot be responsible or liable for any problems, delays, or any other issues or problems resulting out of use of the Internet generally or specifically, including but not limited to transmission, execution or processing of bids.

Please note: On some occasions beyond the control of Profiles, the iCollector bid software or the Internet itself may not physically keep up with the pace of the auction. In order to help avoid disappointment, Profiles recommends placing a realistic absentee bid now. Occasionally the auctioneer may eliminate or reject an iCollector live bid, and the auctioneer may also reopen a lot after the close of the iCollector live bidding (typically but not always because a floor bid or a telephone bid was missed), and your bid may be rejected even if you were shown to be the winning bidder. By bidding via iCollector, you acknowledge and agree that Profiles may award the lot to another bidder at its sole and final discretion under the circumstances described above or under any other reasonable circumstances. Since iCollector bids are not shown to Profiles until Profiles opens the lot on the floor, Profiles treats those bids the same as floor or telephone bids. In most cases, however, the floor and/or telephone responds before the iCollector bid is presented, due to Live Internet bid software or Internet lag time, so for consistency it is Profiles’ policy that floor bids and telephone bids are always considered first over iCollector bids with floor bids being considered before telephone bids. Also please note that all Profiles lots purchased through iCollector carry an 23% Buyer’s Premium. Profiles strongly urges the bidder to resolve any questions about these policies or their implementation PRIOR TO BIDDING.

Successful Bids: The fall of the auctioneer’s hammer indicates the final bid. Profiles will record the paddle number of the buyer. If your salesroom or absentee bid is successful, you will be notified after the sale by mailed or emailed invoice.

Unsold Lots: If a lot does not reach the reserve, it is bought-in. In other words, it remains unsold and is returned to the consignor.

After the Auction
Payment: You are expected to pay for your purchases in full within seven calendar days of the sale or five calendar days from the invoice date, whichever is later, and to remove the property you have bought by that date.

Shipping: After payment has been made in full, Profiles may, as a service to buyers, arrange to have property packed, insured and shipped at your request and expense. For shipping information, please contact Profiles at (310) 859-7701. In circumstances in which Profiles arranges and bills for such services via invoice or credit card, we will also include an administration charge. Packages shipped internationally will have full value declared on shipping form.

Sales Results: Interested clients may obtain sale results for specific lots at least three business days after the auction by calling Profiles at (310) 859-7701.