Icon of Design: The Estate of Miriam Parkes

A.N. ABELL AUCTION CO.
BUYER’S AGREEMENT AND CONDITIONS OF SALE
1. Agreement to Terms
1.1 Acceptance of Terms
By registering to participate in any A. N. Abell Auction Co. (“Abell??) auction, online or otherwise, and/or by placing a bid, the bidder (“Buyer?? or “bidder??) agrees to be bound by this Buyer’s Agreement and Conditions of Sale (collectively referred to herein as “Buyer’s Agreement??), as amended from time to time. Abell may amend, modify, supplement, or remove any portion of this Buyer’s Agreement at any time, effective upon posting on the Abell website. Continued use of Abell’s website or continued participation in any auction after changes are posted constitutes acceptance of those changes. If a change is unacceptable to Buyer, Buyer must discontinue use of the Abell online auction website and related services.

“Buyer’s Agreement?? means, collectively: (a) the terms set out in the Buyer’s Agreement; (b) where online bidding is available for the auction, the applicable terms of use of Abell.com, Invaluable.com, and LiveAuctioneers.com (the “Web Terms??), which are incorporated by reference; and (c) other notices posted on the Abell website for the auction, in each case as amended by online posts by Abell, auction platform posts, or Abell written saleroom notices, made before or during the auction. Any post-auction sale of a lot offered in an auction remains subject to the terms of this Buyer’s Agreement.

1.2 Abell’s Role as Agent for the Seller
Abell acts solely as agent for the seller in connection with the sale of each unique lot except where the auction catalog expressly states otherwise. Nothing in the Buyer’s Agreement, any catalog description, condition report, pre-sale estimate, or other communication from Abell or its employees or agents, creates an agency, partnership, joint venture, or fiduciary relationship between Abell and the Buyer.

2. Definitions
2.1 Winning Bid
The price at which a lot (i.e., property that is uniquely numbered in the auction catalog), is the price at which the lot is declared sold to the successful Buyer. For online bidding, the Winning Bid is the amount attributable to the lot before the Buyer’s Premium and will be separately displayed by the bidding platform in dollars.

2.2 Buyer’s Premium
The Buyer’s Premium is the premium retained by Abell, calculated on the Winning Bid and payable by the successful Buyer. The Buyer’s Premium has two components: (a) The Buyer’s Premium established for all Buyers as set forth in subsection (a) below, plus (b) the additional five percent (5%) of the Winning Bid added when Buyers use an alternative auction platform to bid, such as LiveAuctioneers or Invaluable as set forth in subsection (b) below. For online bidding, the applicable Buyer’s Premium is included in the amount submitted as the bid and is not added a second time after the bid is accepted. Before a bid is submitted, the bidding platform will separately display, in dollars, (i) the Winning Bid, (ii) the applicable Buyer’s Premium amount, and (iii) the “Total Bid Amount,?? which equals the Winning Bid plus the applicable Buyer’s Premium. The applicable Buyer’s Premium on Abell.com begins at twenty-seven percent (27%) of the Winning Bid, subject to the adjustments in subsection (a) below.

The threshold Buyer’s Premium rate for a successful Buyer is 27% of the Winning Bid, as adjusted below, unless otherwise posted on the Auction website for the particular auction in question. For example, if the Winning Bid for a lot is $1,000 and the applicable Buyer’s Premium rate is 27%, the Buyer’s Premium would be $270, and the Winning Bid plus Buyer’s Premium would total $1,270. Using this example, before the Buyer submits the bid, the platform will display “Winning Bid: $1,000,?? “Buyer’s Premium: $270,?? and “Total Bid Amount: $1,270.?? By submitting the $1,270 Total Bid Amount, the Buyer is submitting a bid that includes the $270 Buyer’s Premium.

The Buyer’s Premium for a Winning Bid of $1,000,001 and above on a lot is decreased by one percent (1%) for each $250,000 increment in the Winning Bid above $1,000,000.99, down to a floor of eight percent (8%) for any Winning Bid in excess of $5,500,000.99. For example:

Winning Bid Buyer’s Premium
From $0.01 to $1,000,000.99 27%
$1,000,001 to 1,250,000.99 26%
$1,250,001 to 1,500,000.99 25%
Etc.

(b) Additional Five Percent (5%) of the Winning Bid for Buyers Buying on an Alternative Auction Platform: For all successful Buyers using an alternative auction platform to bid, such as LiveAuctioneers or Invaluable (“Alternative Auction Platform??), an additional Buyer’s Premium of five percent (5%) is specified by the applicable Alternative Auction Platform from which the Buyer is bidding (LiveAuctioneers or Invaluable) and is added to the Buyer’s Premium. For example, if the Buyer’s Premium for a lot is 27%, a Buyer using an Alternative Auction Platform will pay a thirty-two percent (32%) Buyer’s Premium, whereas a Buyer who bids on Abell.com will pay twenty-seven percent (27%).

2.3 Purchase Price
The sum of: (a) the Winning Bid; (b) the Buyer’s Premium; (c) any third-party bidding-platform fee; and (d) applicable sales, or other taxes and duties, unless Buyer is exempt by law, any applicable credit card fee and any applicable shipping cost. For online bidding, the Winning Bid and Buyer’s Premium described in clauses (a) and (b) are already reflected in the displayed Total Bid Amount, and the Buyer’s Premium will not be added a second time to the Total Bid Amount. Any third-party bidding-platform fee and applicable taxes or duties remain additional unless expressly shown as included.

2.4 Reserve
The confidential minimum Winning Bid, established by agreement between Abell and the consignor, below which a lot subject to a reserve will not be sold.

3. Bidder Registration
Prospective bidders must submit a completed bidder registration, together with valid government-issued photo identification (or, in the case of an entity, formation documents and proof of the signer’s authority to bind the entity) and any other information or references Abell requests, including information reasonably necessary to satisfy know-your-customer (“KYC??), anti-money-laundering, and economic sanctions compliance requirements. Abell may verify any information provided and may require additional documentation at any time before, during, or after an auction.

Abell reserves the right, in its sole discretion and without obligation to state a reason, to approve, decline, condition, or revoke any bidder’s registration, to reject any bid, or to cancel a sale to any Buyer. If Abell’s registration procedures are not satisfied, Abell may, in its sole discretion, decline to register a bidder, reject a bid, or cancel a sale to a Buyer.

4. Buyer Representations and Warranties
Buyer represents and warrants that:

Buyer has provided, or will provide on request, true and correct copies of valid identification, proof of residence, and, if applicable, financial, or corporate documents;

neither Buyer, Buyer’s principal (where accepted in writing by Abell), nor any individual or entity with a beneficial or ownership interest in the purchased lot or in the transaction is on the Specially Designated Nationals List maintained by the U.S. Treasury’s Office of Foreign Assets Control, or is subject to any other sanctions or embargo program in effect in the United States (collectively, “Sanctions??);

neither the transaction (including Buyer’s bidding activity) nor the funds used to pay for it are connected with or derived from any criminal activity, and neither violates any banking, anti-money-laundering, currency-transfer, or import-export law, or furthers any other unlawful purpose, including collusion, anti-competitive activity, tax evasion, or tax fraud; and

the purchased lot will not be transferred to or used in a country in violation of any Sanctions.

Abell may rely on the accuracy and completeness of these representations.

5. Auction Conduct and Bidding
5.1 Auctioneer’s Discretion
The highest bid recognized by the auctioneer is the winning bid, and that bidder is the Buyer. Abell may reject any bid, split any bidding increment, advance the bidding as it determines, withdraw any lot, or refuse participation to any bidder, in each case in its sole discretion. If a dispute arises between bidders, or Abell doubts the validity of a bid, Abell may determine the successful bidder, re-open the bidding, or cancel the sale and re-offer the lot. Abell’s sales records are conclusive as to any dispute arising after the sale, and the auctioneer’s decision is final and binding.

5.2 Reserves
Lots may be offered subject to a confidential Reserve established by agreement between Abell and the consignor. A lot’s Reserve will not exceed its published low pre-sale estimate. The amount of any Reserve is confidential and will not be disclosed to bidders.

5.3 Bids Placed on Buyer’s Behalf
As a courtesy and free of charge, Abell may execute bids on a bidder’s behalf if so instructed, but neither Abell nor its employees or agents are liable for any error or default, human or otherwise, in doing so or in failing to do so.

5.4 Absentee Bidding
A bidder may submit an absentee bid authorizing Abell to bid on the bidder’s behalf, in accordance with Section 5.3 above, up to a specified maximum amount. Absentee bids must be received by Abell, in the form Abell requires, no later than 4:00 p.m. the day before the scheduled auction. Abell may, in its discretion, decline to accept an absentee bid received after the applicable deadline.

5.5 Telephone Bidding
Telephone bidding is available only by prior arrangement with Abell and is subject to Abell’s approval, including satisfaction with Abell’s registration and creditworthiness requirements. Abell may limit the number of telephone lines available for a given auction or lot and may decline a request for telephone bidding for any reason, including insufficient advance notice.

5.6 Online and Other Remote Bidding
A bidder can raise, reduce, or withdraw a bid at any time under My Bids. At 24 hours before the start of the live auction the bid becomes fixed and cannot be removed. Once submitted, and on or within 24 hours of the live auction, an online bid is final and irrevocable and may not be withdrawn or modified. Abell is not responsible for any problem relating to telephone bids, online bids, or other bids submitted remotely, including human error, telecommunications, internet, or electrical failures, or the breakdown of any device or platform (including third-party auction platforms), regardless of whose technology, equipment, or connection is at fault. Abell likewise is not responsible for bidding errors, missed bids, platform latency, or the failure to execute absentee, telephone, or online bids. All sales are final. Before the Buyer submits an online bid, the bidding platform will show the Winning Bid, the applicable Buyer’s Premium as a dollar amount, and the Total Bid Amount. The Total Bid Amount is the amount submitted by the Buyer as the bid. Submission of the bid constitutes the Buyer’s authorization of the Total Bid Amount shown, which already includes the applicable Buyer’s Premium.

5.7 Bids on Behalf of an Entity
If a bid is placed on behalf of an entity, the individual placing the bid personally guarantees payment.

6. Passage of Title and Risk of Loss
On the fall of the auctioneer’s hammer — or, for online-only sales, on the close of the lot by Abell’s online bidding systems and auction platforms — the highest bidder becomes the Buyer of that lot, subject to compliance with this Buyer’s Agreement, and: (a) assumes full risk and responsibility for the lot; (b) will sign a confirmation of purchase if requested; and (c) will pay the Purchase Price in full, or such part as Abell may require. No lot may be transferred by Buyer.

Title to purchased lot does not pass until Abell has received full and final payment in good, cleared funds. Accounts must be settled in full before the lot is released to Buyer. If the lot is released before payment is complete, that release does not affect the passage of title or Buyer’s obligation to timely pay the Purchase Price in full.

Upon full payment, risk of loss passes to Buyer immediately, regardless of whether Buyer has taken physical possession. Any lot Abell continues to hold after full payment is held solely as an accommodation to Buyer, and Abell is not responsible for theft, fire, water damage, deterioration, an act of God, or other loss, except to the extent caused by Abell’s gross negligence or willful misconduct. Once risk of loss has passed to Buyer, Abell’s continued possession of the lot does not make Abell an insurer, bailee for hire, or warehouser of the lot, and Abell’s liability with respect to the lot in its possession after risk has passed is governed solely by this Section 6. Buyer is strongly encouraged to obtain appropriate insurance covering the lot promptly after risk passes, and in any event before arranging removal.

7. Payment Terms
7.1 Due Date
Unless otherwise agreed, payment in good, cleared funds is due within twenty-four (24) hours after the close of the applicable auction. If Buyer pays only part of the amount owed on one or more lots, Abell may apply the payment, in its sole discretion, to whichever lot or lots it chooses.

7.2 Method of Payment
Credit card payments made directly to Abell, where accepted on other items are subject to a 3% convenience fee.

Abell requires payment by wire transfer, cash, or check for purchases of jewelry, precious metals, coins, motor vehicles, and all international purchases. Credit card and ACH payments are not accepted for these purchases.

For all other purchases, Abell accepts payment by credit card, debit card, ACH, wire transfer, cash, or check. Credit card payments made directly to Abell are subject to a 3% convenience fee.

Note: The use of a debit card is not subject to a 3% convenience fee.

For payments made by check, Abell may hold purchased lot for up to (10) business days to allow the check to clear for first-time buyers.

7.3 First-Time Buyers
Items purchased by first-time buyers paying by credit card will not be released until ten (10) business days after the credit card payment is processed.

7.4 Security Interest
To the fullest extent permitted by law, Buyer grants Abell a security interest in the purchased lot, and Abell may retain as collateral any lot and funds of Buyer’s held or received by Abell, in each case to secure Buyer’s obligations to Abell. Abell retains all rights of a secured party under the Uniform Commercial Code, as well as the California Uniform Commercial Code (except where another state’s UCC governs perfection of a security interest in collateral located in that state). Buyer agrees that Abell may file financing statements without Buyer’s signature.

8. Taxes
Buyer is responsible for all applicable sales and other taxes unless valid exemption documentation is on file with Abell before the auction. Local pickups at Abell’s facility are subject to California sales tax unless a valid, state-issued resale certificate is presented at the time of release.

9. Condition of Lot; No Warranties
9.1 “As Is?? Sale
All lots are sold “AS IS,?? “WHERE IS,?? “WITH ALL FAULTS.?? Neither Abell nor the consignor makes any warranty or representation, express or implied, regarding any lot. Condition statements, written or oral, are opinions only, offered as a courtesy; the absence of a condition statement does not imply that a lot is in perfect condition. Descriptions, dimensions, weights, provenance, and similar statements about a lot are approximate and should not be relied upon as fact. Buyer is solely responsible for examining and determining a lot’s condition, authenticity, and suitability before bidding. Pre-sale estimates are opinions only, representing the range within which Abell believes the Winning Bid may fall; they exclude the Buyer’s Premium and applicable taxes. Pre-sale estimates are not guarantees; they may be more or less than the lot’s value or selling price.

Any statement in the catalog, an advertisement, a bill of sale, an announcement, a condition report, an invoice, or elsewhere as to a lot’s period, culture, source, origin, media, measurements, size, quality, rarity, provenance, importance, exhibition or literature history, merchantability, fitness for a particular purpose, or physical condition is a qualified statement of opinion, not a representation, warranty, or assumption of liability. Neither Abell nor the seller is responsible for any error or omission in a catalog description. No Abell employee or agent is authorized to make any representation or warranty, oral or written, on behalf of Abell or the seller, regarding any lot.

9.2 Qualified Cataloging Terms
Abell’s catalog descriptions may include qualifying terms such as “Attributed to,?? “Circle of,?? “School of,?? “After,?? “Manner of,?? and similar expressions. These terms reflect Abell’s good-faith opinion, formed on the basis of information reasonably available at the time of cataloging, regarding a lot’s likely authorship, period, or origin. They are descriptive opinions only and do not constitute a representation or warranty of authorship, period, or origin unless Abell expressly states otherwise in writing. For example, use of the term “Attributed to [artist]?? means that, in Abell’s opinion, the lot was probably created by the named artist, but no warranty of authorship is given. Buyer is solely responsible for forming its own view including through independent inspection and, where appropriate, expert advice — as to the significance of any qualifying term before bidding.

10. Shipping and Pickup
Abell provides limited in-house shipping on select items; Buyer should check the Shipping tab on each lot page to confirm eligibility. For items not eligible for in-house shipping, Buyer is solely responsible for arranging and paying for all packing, shipping, and transportation. Abell may recommend third-party shippers as a courtesy only and is not responsible for their performance.

Every lot must be picked up at Abell’s Los Angeles (City of Commerce) facility.

11. Removal of Lots; Storage; Abandoned Lots
11.1 Removal Deadline
Unless Abell announces otherwise, a Buyer who has paid in full for the purchased lot must remove it within seven (7) calendar days after the auction date. However, Buyers subject to the ten (10)-business-day hold provided in Section 7.3 will have seven (7) calendar days after the hold period ends to remove the lot. Buyer is responsible for arranging its own pickup, transportation, labor, equipment, packing, and loading. Abell is not obligated to provide loading assistance unless separately arranged, and Buyer remains responsible for verifying safe loading and transportation.

11.2 Storage Charges
Beginning on the eighth (8th) calendar day after the auction date, storage charges accrue, together with all costs of handling, moving, loading, transportation, and insurance, until the lot is removed or otherwise disposed of, at the following published rates:

Standard lots: $25 per lot per calendar day, or 10% of the Purchase Price per item, whichever is greater, plus a $75 handling fee

Large items, furniture, or oversized lots: $50 per item per calendar day, plus a $75 handling fee

Vehicles or large equipment: $100 per calendar day, plus a $75 handling fee

11.3 Handling, Loading, and Relocation Charges
Buyer authorizes Abell to move, consolidate, stack, palletize, wrap, or otherwise handle the purchased lot as reasonably necessary for warehouse operations. Abell may relocate the lot, without further notice, to another Abell warehouse, an affiliated storage facility, a third-party warehouse, or a secured outdoor storage area, at Buyer’s expense, including all costs of transportation, handling, insurance, and storage on or after the eighth (8th) calendar day following the auction date. Additional charges may include:

Warehouse handling: $150 per hour

Shrink wrap / materials: actual cost plus $50

Abandoned lot administrative processing fee (inventory review, notice preparation, photography, recordkeeping, and disposition processing): $75 per lot

11.4 Lien
Abell has a possessory lien on all lots purchased by Buyer, and on any other lot of Buyer’s then in Abell’s possession, to secure payment of storage, transportation, and handling charges and all other sums Buyer owes Abell. Abell may exercise all rights available under California law, including those available to bailees, warehouse operators, and secured parties.

11.5 Notice of Abandonment
If Buyer has not removed the lot within seven (7) calendar days after payment, Abell may send Buyer written notice by email, U.S. mail, overnight delivery, or other reasonable means, to Buyer’s last known contact information, identifying the lot, stating the amount owed, demanding removal, and advising that failure to pay all amounts due and remove the lot within fifteen (15) calendar days after notice is sent may result in resale or other disposition. Actual receipt is not required if the notice was sent in good faith to the contact information Buyer provided.

11.6 Disposition of Abandoned Lot
If Buyer does not remove the lot within the notice period, Abell may, to the fullest extent permitted by California law: (a) resell the lot at public auction or private sale; (b) retain from the proceeds all unpaid storage, transportation, and handling charges, commissions, attorneys’ fees where permitted, and any other amount Buyer owes; (c) remit any remaining balance to Buyer if required by law; and (d) if the lot’s anticipated value is less than the cost of storage and sale, donate, recycle, destroy, or otherwise dispose of it in a commercially reasonable manner. Buyer remains liable for any deficiency remaining after resale.

11.7 Application of Resale Proceeds
Resale proceeds are applied, in order, to: transportation costs; storage charges; labor and handling charges; insurance costs; attorneys’ fees and collection costs where permitted by law; and any other amount owed to Abell. Any remaining balance is handled in accordance with California law.

11.8 Hold Orders
Abell will not dispose of the lot if it has actual written notice of pending litigation, an order of a court or other legal tribunal, a bankruptcy stay, a law-enforcement hold, or an ownership dispute affecting it. Disposition is suspended until legal counsel authorizes further action.

11.9 Disputed Charges
Any dispute regarding storage, handling, or other charges under this Section 11 must be submitted in writing within ten (10) calendar days after the charge is incurred. Failure to timely dispute a charge constitutes acceptance of it.

11.10 Buyer Waiver
Buyer waives any claim against Abell for relocating, storing, or disposing of the lot under this Section 11, provided Abell acts in good faith and in a commercially reasonable manner.

12. Default and Remedies
If Buyer breaches this Buyer’s Agreement, or Abell determines in its sole discretion that a transaction might be unlawful or might expose Abell or the seller to liability to a third party, Abell may, in addition to any other remedy available at law:

hold Buyer liable for the full Purchase Price, plus late charges, collection costs, attorneys’ fees, and incidental damages arising from the breach;

cancel the sale and retain as liquidated damages all payments and deposits Buyer made;

cancel the sale and resell the lot at public auction or private sale, holding Buyer liable for any deficiency, monetary loss, costs of such sale, Abell’s standard commission, late charges, collection costs, attorneys’ fees, and incidental damages; and/or

disclose Buyer’s identity and contact details to the seller to the extent permitted by law.

13. Limitation of Liability
IF ABELL IS PREVENTED BY FIRE, THEFT, OR ANY OTHER REASON FROM DELIVERING ANY LOT TO BUYER, OR A SALE OTHERWISE CANNOT BE COMPLETED, ABELL’S LIABILITY IS LIMITED TO THE AMOUNT BUYER ACTUALLY PAID FOR THE LOT, AND IN NO EVENT INCLUDES COMPENSATORY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.

Except as expressly provided in this Buyer’s Agreement, neither Abell nor the seller makes any representation or warranty, express or implied, as to a lot’s merchantability, fitness, or condition; the correctness of its description, genuineness, attribution, provenance, or period; whether Buyer acquires any copyright or other intellectual-property right in it; or whether a work is subject to the artist’s moral rights or other residual rights.

IN NO EVENT IS ABELL LIABLE FOR ANY DAMAGES, INCLUDING COMPENSATORY, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF ABELL AND THE SELLER TO A BUYER WILL NOT EXCEED THE PURCHASE PRICE ACTUALLY PAID FOR THE DISPUTED ITEM.

14. Endangered Species and Export Restrictions
Certain lots, including without limitation, items containing ivory, tortoiseshell, coral, certain exotic woods, skins, or feathers, or other regulated wildlife or plant material, may be subject to restrictions on import, export, transport, sale, or possession under the Convention on International Trade in Endangered Species of Wild Fauna and Flora (CITES), the U.S. Endangered Species Act, the Lacey Act, and other federal, state, local, or foreign laws. The inclusion of a lot in an Abell auction is not a representation that the lot may lawfully be imported, exported, transported, sold, or possessed in any particular jurisdiction. Buyer is solely responsible for determining, before bidding, whether any such restriction applies to a lot and for obtaining, at Buyer’s own expense, any license, permit, or other documentation required to import, export, transport, sell, or possess the lot. A lot’s ineligibility for shipment to, or possession in, a particular location does not relieve Buyer of the obligation to pay the full Purchase Price.

15. Copyright and Intellectual Property
All catalog descriptions, photographs, digital images, videos, marketing materials, and other content created by or for Abell in connection with an auction (collectively, “Abell Content??) are the property of Abell and are protected by copyright and other intellectual property laws. The purchase of a lot does not transfer to Buyer any copyright, reproduction right, or other intellectual property right in the lot, in the Abell Content, or otherwise, unless Abell expressly agrees otherwise in writing. Buyer may not reproduce, distribute, publicly display, or create derivative works from any Abell Content without Abell’s prior written consent, except for Buyer’s personal, non-commercial reference in connection with the purchase.

16. Arbitration; Class Action Waiver
Any dispute, claim, or controversy arising out of or relating to this Agreement, including the breach, termination, enforcement, interpretation, or validity thereof, shall be resolved exclusively by binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (or, if the amount in controversy is below JAMS's applicable threshold, its Streamlined Arbitration Rules and Procedures) then in effect. The arbitration shall be conducted by one arbitrator in Los Angeles, California, and judgment on the award rendered may be entered in any court having jurisdiction thereof.

Notwithstanding any provision of the applicable JAMS Rules and Procedures, the arbitration shall be conducted on an individual basis only. The arbitrator shall have no authority to combine or aggregate claims of more than one party, to conduct any class, collective, or representative proceeding, or to award relief to any person or entity not a party to the arbitration. If this class action waiver is found to be unenforceable as to a particular claim or request for relief, that claim or request for relief shall proceed in a court of competent jurisdiction, and the remainder of this arbitration provision shall remain in full force and effect. To the maximum extent permitted by law, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs, including costs of arbitration.

Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration.

The Federal Arbitration Act shall govern the interpretation, enforcement, and all proceedings pursuant to the terms of this Buyer’s Agreement. To the extent that the Federal Arbitration Act is inapplicable, the arbitration law of the state of California shall apply.

17. General Provisions
17.1 Amendment; Waiver
No waiver, amendment, or modification of this Buyer’s Agreement — other than a notice posted by Abell before or during a sale — binds Abell unless it is in writing and signed by an authorized officer of Abell. No act, omission, or failure by Abell or its employees or agents to exercise a remedy under this Buyer’s Agreement operates as a waiver of Abell’s rights.

17.2 Severability
If any part of this Buyer’s Agreement is held invalid, illegal, or unenforceable for any reason, that part will be enforced to the maximum extent permissible, and the remaining provisions will continue in full force and effect.

17.3 Successors and Assigns
This Buyer’s Agreement binds the successors and assigns of all bidders and Buyers and inures to the benefit of Abell’s successors and assigns.

17.4 Governing Law
This Buyer’s Agreement is governed by California law, without regard to conflict-of-laws principles, except as set out in Section 16 above.