Any person who registers on the Site (“the registrant”) hereby accepts the Conditions of Business without any changes and creates a binding contract between “the Buyer” and “the Seller” with respect to the sale and purchase of “Item(s)” (as such terms are defined below) and a binding contract between the registrant and Eecofirstart.com with respect to the use of the Site.
The Conditions of Business may be amended by EcoFirstArt.com at any time. Any such amendments to the Conditions of Business will be effective with respect to prior registered Buyers fourteen (14) days after posting on the Site. The use of the Site after any such amendment(s) will constitute acceptance by the Buyer of the Conditions of Business as amended.
1. Eligibility to Use the Site.The Site is designed for persons with experience with, and who are accustomed to, buying Items based on photographs and the Buyer represents having such experience. The Buyer is aware that unless otherwise stated, the Items are not new 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 the Buyer access to Items as Ecofirstart.com finds them.
2. Operation of the Site.The Site provides a marketplace for the Buyers to purchase Items online. The sale is directly between the Buyer and the dealer who is the seller of the Item(s) (the “Seller”). The role of EcoFirstArt.com is expressly limited to making the Site available and maintaining the Site. It is an intermediary and not an agent for either the Buyer or the Seller for any purpose. Ecofirstart.com accepts responsibility for the proper use of the Buyer′s funds deposited and disbursed through the Site, but Ecofirstart.com does not accept responsibility, and is not liable in any manner for any negligence, misconduct or other inappropriate, unlawful or unprofessional behavior by the Seller in connection with any sale transaction entered into on or through the Site. Ecofirstart.com does not accept responsibility for the delivery of or transfer of title to any Item purchased through the Site.
3. Expert Review.If the Buyer is purchasing an Item based partially or entirely on its stated provenance, designer or creator, Ecofirstart.com recommends expert review of the 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 Ecofirstart.com will try, but is not obligated, to provide several names and contact information for persons reputed to be experts in Items of the type. 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.
An offer or counteroffer is deemed “accepted” by the Seller and the sale is confirmed between the Buyer and the Seller (“Sale Confirmation”) when a confirmation is posted to the Buyer′s account in the “offer status section” that (a) the Buyer′s offer or subsequent counteroffer to purchase the Item 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 unless there is a Sale Confirmation, the Seller is free to sell the Item to another Buyer or remove the Item from sale. Notwithstanding anything to the contrary contained herein, in the event(s) of an error by Seller as to availability of the Item or an error by Ecofirstart.com as to acceptance of the Buyer′s offer or counter-offer by Seller or any other error with respect to a Sale Confirmation,Ecofirstart.com reserves the right to rescind that Sale Confirmation.
5. Deposit/Credit Card Authorization.Immediately upon Sale Confirmation, unless otherwise approved by Ecofirstart.com , the Buyer shall either pay a deposit amount equal to 30% of the Purchase Price (the “Deposit”) or an amount equal to 100% of the Purchase Price and Buyer′s Premium.
The Buyer hereby irrevocably authorizes Ecofirstart.com to (i) use the credit card information given to Ecofirstart.com by the Buyer when making the offer (“the Buyer′s credit card”) to reserve an amount equal to the full list price of the Item plus Buyer′s Premium on the Buyer′s credit card and (ii) upon Sale Confirmation, per Buyer′s election, charge to the Buyer′s credit card the amount of either the Deposit or the Purchase Price and Buyer′s Premium.
6. Payment of Balance of Purchase Price.Unless specifically approved by Ecofirstart.com for a different payment method, the Buyer agrees to pay the balance of the Total Purchase Price (less Deposit, if any) for each Item by credit card or wire transfer to EcoFirstArt.com 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, EcoFirstArt.com will deliver the Seller′s payment to the Seller concurrently with instructions to release the Item to the Buyer or Buyer′s representative, including Buyer′s shipper.
If for any reason after Sale Confirmation, Buyer fails to timely make payment, the Buyer irrevocably authorizes Ecofirstart.com to charge any outstanding balance for the transaction to the Buyer′s credit card or any other credit card provided by the Buyer to Ecofirstart.com If for any reason after Sale Confirmation, Buyer cancels a payment made by credit card or any other means or the Buyer otherwise fails to make any payment(s) with respect to the Total Purchase Price without first receiving written approval from Ecofirstart.com (“Buyer Default”), the Buyer shall be liable for payment of the full Purchase Price, Buyer′s Premium and any costs related to the sale of the Item including but not limited to taxes, storage and handling fees if applicable and any costs incurred by EcoFirstArt.com associated with collecting any amount due to EcoFirstArt.com including but not limited to legal fees and costs related to currency fluctuations. Without limitation to the preceding sentence and in addition to any other remedies at law or equity, in the event of Buyer Default, EcoFirstArt.com reserves the right, at its election, to retain any and all payments paid by Buyer prior to Buyer Default with respect to the Item and to cancel the sale of the Item without any further obligation to Buyer. The Buyer and Ecofirstart.com acknowledge and agree that damages to Ecofirstart.com in the event of Buyer Default will be difficult or impossible to prove and that the amount of the Deposit and the Buyer′s Premium is reasonable compensation to Ecofirstart.com for damages suffered and constitutes liquidated damages and not a penalty.
7. Completion of Ecofirstart.com ResponsibilityOnce an Item has been collected from the Seller, either by the Buyer, or on behalf of the Buyer, the Item is deemed delivered and Ecofirstart.com has completed its service and earned its fee for the transaction, and EcoFirstArt.com shall have no further responsibility to Buyer including but not limitied to the Item′s location.
8. Transfer of Title; Risk of Loss.The Seller of each Item sold on the Site has represented to Ecofirstart.com that the Seller will convey title of each Item to the Buyer upon receipt by the Seller or his/her agent of their Sales Price for the Item. The Seller has represented to Ecofirstart.com that the Seller is the sole owner of each Item the Seller is offering for sale on the Site or that the Seller is duly authorized by the owner of the Item to sell the Item and that the Seller will transfer ownership of the Item to the Buyer free from any claims by third parties. Risk of loss to each Item will pass to the Buyer upon conveyance of title to the Buyer.
9. Shipping.Ecofirstart.com , is obligated to, but may 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, Ecofirstart.com requests shipping quotes from several shipping companies and, in its discretion, may post the best quote to various destinations as received by EcoFirstArt.com. The shipping information posted is for reference only and EcoFirstArt.com makes no warranty or representation as to the accuracy of the information nor is EcoFirstArt.com liable for any use of the information. Accordingly, the Buyer acknowledges that Ecofirstart.com′s provides information with respect to a shipper(s) solely as a convenience and EcoFirstArt.com is not responsible or liable in any manner for Buyer′s use of any shipper or shipper information. 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 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 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 EcoFirstArt.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 Item on the Site discloses that the Item requires a cultural export permit or the Seller, or EcoFirstArt.com disclose such requirement after confirmation of the sale but before the shipper picks up the Item, or the Buyer first learns that an export permit is required after the 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 Item by giving written notice to EcoFirstArt.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 Item to be returned to the Seller. Upon such return, EcoFirstArt.com shall return the Buyer′s Premium and any additional portion of the Total Purchase Price held by EcoFirstArt.com to Buyer and EcoFirstArt.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 Ecofirstart.com makes any guarantee, warranty or representation, expressed or implied, to any Buyer with respect to any 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 Ecofirstart.com makes any representation or warranty as to whether the Buyer acquires any reproduction rights or other intellectual property rights in any Item. Except as provided in paragraph 11, ITEMS PURCHASED THROUGH Ecofirstart.com ARE NOT RETURNABLE.
13. Disclaimer of Liability.The Site is provided on an “AS-IS” and “AS AVAILABLE” basis. 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 Item; (c) any representation or warranty with respect to intellectual property rights in any Item; (d) any representation or warranty that any 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 Item to the Seller and must resolve any dispute regarding any Item directly with the Seller.
14. RELEASE AND LIMITATION OF LIABILITY.To the maximum extent permitted by law, the Buyer releases Ecofirstart.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 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.”
15. Indemnity.The Buyer agrees to defend and indemnify Ecofirstart.com against and hold Ecofirstart.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.EcoFirstArt.com reserves the right to withdraw any Item from the Site or to amend any content on the Site at any time. EcoFirstArt.com may refuse service to anyone at any time in its sole discretion.Ecofirstart.com will not be liable to the Buyer or any third party because it has withdrawn any Item from the Site, amended any of the content or denied access to the Site.
17. Site Monitoring.Ecofirstart.com reserves the right, but accepts no obligation, to monitor any activity and content on the Site. Ecofirstart.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.Ecofirstart.com may also investigate the use of a credit card by a Buyer and take such action as Ecofirstart.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 EcoFirstArt.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 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 expressly agree that (a) they will not, by automatic device or manual process, monitor or copy EcoFirstArt.com′s web pages or their content without the prior written permission of EcoFirstArt.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 EcoFirstArt.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 EcoFirstArt.com to exercise any rights or remedies will not constitute a waiver of any rights or remedies available to EcoFirstArt.com under these Conditions of Business or at law. The Conditions of Business represent the entire agreement between the Buyer and EcoFirstArt.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 EcoFirstArt.com or the Buyer and the Seller. Paragraph headings are for convenience only and not for interpretation of this Agreement.
22. Use of Site Information/Copyrights/Trademarks.Any Buyer registered with EcoFirstArt.com has permission to print in hard copy and electronically reproduce portions of the web site for the sole purposes of purchasing Items from EcoFirstArt.com and reselling such Items to the Buyer′s interior design clients or using EcoFirstArt.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. EcoFirstArt.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 EcoFirstArt.com. EcoFirstArt.com is a legally protected trademark and/or service mark and may not be used without authorization.
23. Limitation on Use of Site and Site Information.Except with the prior written consent of EcoFirstArt.com, the Buyer shall not use or reproduce information on Items or Sellers available on the Site for purposes other than purchasing Items on the Site; arranging delivery, payment and shipment; and displaying Items to potential retail purchasers of such Items. The Buyer expressly agrees not to use the Site for any use not expressly authorized by the Conditions of Business as set forth in this user agreement. Without limitation to the preceding, the Buyer expressly agrees not to (i) collect e-mail addresses or other information located on the Site by electronic or other means for the purpose of sending unsolicited e-mail or otherwise soliciting other users of the Site; (ii) reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Site or content contained on the Site; (iii) “meta-search“ the Site or services provided on the Site; or. (iv) copy, reverse engineer, reverse assemble, decompile or otherwise attempt to discover or disclose the html or source code with respect to the Site or otherwise copy or disseminate any proprietary information with respect to the Site.
24. Notices.Any notices shall be given by postal mail addressed to Ecofirstart.com , 4366 Modoc Road,Santa Barbara, CA 93110 to the attention of Janeen Algren Swing or to the e-mail address provided to Ecofirstart.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 EcoFirstArt.com is notified that the e-mail address is invalid, in which event EcoFirstArt.com may give notice by postal mail at the address provided to EcoFirstArt.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 EcoFirstArt.com contained in this Conditions of Business are governed by the laws of the State of New York, USA, and the Buyer, the Seller and EcoFirstArt.com agree to be subject to the jurisdiction of, and submit any and all disputes arising out of Buyer or Seller′s use of the Site and/or the Conditions of Business, to the exclusive jurisdiction of the appropriate State and Federal Courts located in the City, County and State of California.