AGREEMENT:

By registering to participate and bid in this Atlanta Auction Gallery auction, Buyer agrees to the Terms and Conditions of Sale as indicated in this Agreement (“Agreement”). You acknowledge that Atlanta Auction Gallery (“Auctioneer”) acts as an agent for the Seller (“Seller”), unless otherwise indicated on a lot’s catalogue entry or announced at the time of auction.

In this Agreement, “we”, “us”, “our”, “AAG”, and “Auctioneer” mean Atlanta Auction Gallery, a Georgia corporation; and “you”, “your”, “buyer”, “bidder”, and other similar terms mean the individual or entity bidding on or buying a lot from us at auction, in person, via the internet, or other means.

DISCLAIMER:

Atlanta Auction Gallery reserves the right to refuse individual admission and participation in our auctions, to reject bids at any time, and to withdraw any lot at any time from auction.

Auctions may be recorded and stored for security and quality assurance.

 

1.       ACCEPTANCE OF TERMS & CONDITIONS OF SALE:

By registering to participate and bid in this Atlanta Auction Gallery auction, any buyer or bidder agrees to the Terms and Conditions of Sale as follows: 

Any bid you submit can and may be the winning bid for a particular lot. Any bid you submit constitutes an offer to buy the lot for the amount of your bid, subject to the terms of this Agreement.  If we accept your bid, you become contractually bound to buy the lot in accordance with that bid and this Agreement.

All sales are final. You are responsible for satisfying yourself about the condition or any other matter concerning each lot on which you bid. You are advised to personally examine any lot on which you intend to bid prior to the auction and/or sale. By bidding on a lot, you hereby represent, warrant and covenant that you have examined the condition of the lot to your satisfaction and have no objections with its condition. All sales are final.

 

2.       REGISTRATION:

As a condition of bidding in an auction or sale of one or more lots, we may require you to do all or any of the following: (a) Verify your identity by providing us with a government issued photo identification; (b) Verify your address by providing us with a valid government-issued identification, a utility bill, and/or bank statement; (c) Establish credit and verify your creditworthiness by providing a valid credit card number, credit references and/or an initial deposit, which may include a pre-authorization hold of a portion of the estimate of the lots on which you may bid; (d) Verify you satisfy an age minimum by providing us with age-bearing identification; and (e) Furnish us with such other documents as we may request. Auctioneer reserves the right to process credit card payment if the Buyer fails to pay invoice in full within 10 business days of invoice being sent.

 

3.       ANTI-FRAUD AND ACCURATE INFORMATION:

By registering to bid, you represent and warrant that all information provided during registration, bidding, and payment is truthful, accurate, and complete. You agree not to engage in fraudulent activity, misrepresentation, or unauthorized bidding practices, including but not limited to using false identification, bidding without intent to pay, or collusion with other bidders to manipulate sale outcomes.

Atlanta Auction Gallery reserves the right to:

- Cancel any bids or sales suspected of fraud or misrepresentation;

- Suspend or terminate bidding privileges at its sole discretion;

- Pursue all available legal remedies, including reporting fraudulent activity to law enforcement and recovering damages, attorney’s fees, and associated costs.

Any breach of this clause constitutes a material breach of this Agreement.

 

4.       GENERAL DISCLAIMER:

All property offered by Atlanta Auction Gallery is sold “AS IS” and “WHERE IS”, with all faults and without any express or implied warranties, including, without limitation, warranties of merchantability, fitness for a particular purpose, or description. We make no representations or guarantees regarding the accuracy, completeness, or reliability of information provided in the catalog, on our website, or elsewhere, including but not limited to descriptions, condition reports, provenance, measurements, weights, or photographs.

Buyers acknowledge that:

- Lot Descriptions: Lot descriptions may not be exhaustive or represent all available information about a lot. Prior ownership details may be undisclosed if unknown or restricted. Dimensions and weights are approximate. Images are for identification only and may not accurately depict size, color, or condition due to lighting, photography, or screen variations.

- Condition Reports: Condition reports reflect professional opinions only and are not factual guarantees. The absence of a condition statement does not imply the lot is free of defects or imperfections. Buyers waive any claims arising from errors or omissions in such reports.

- Frames: We make no warranty regarding the condition of any frame that accompanies a lot.

- Visual Limitations: Colors and shades shown in photographs may differ from those observed in person.

- Inspections: Buyers are solely responsible for inspecting property prior to bidding and for relying on their own judgment regarding authenticity, condition, and value. Any reliance on catalog descriptions, images, or representations is at the Buyer’s risk.

 

5.       AUTHENTICITY GUARANTEE

All information in the catalogue concerning authenticity is guaranteed for a period of thirty (30) days from the date of sale. In that time, prior to payment to the consignor of the work, Auctioneer will allow the buyer to submit, at his own expense, an opinion in writing from a recognized expert, approved by the Auction House and the purchaser, regarding authenticity. In the event the work is judged inauthentic by the expert, the work may be returned in the same condition as at time of sale and the buyer's full purchase price will be refunded. Refunds shall not include costs of transportation, insurance, or other expenses that may have been incurred by the buyer. It is the buyer's responsibility to make payment in a timely fashion such that the property can be released and inspected within this thirty (30) day time frame. Should the buyer not do so, or should the buyer request the auction house to delay shipment, should he give an incorrect shipping address, or be unavailable to receive shipment, the thirty (30) day warranty shall still apply

- This Warranty does not cover any description that states there is a conflict of specialist opinion; any description that states (or is bracketed in a section described as) "as-is" or "not guaranteed."

- This Warranty does not cover any description or title using the terms “Attributed to”, “Manner of”, “Style of”, “School of”, “Follower of”, or similar.

- This Warranty does not cover any typographical errors.

- This disclaimer of liability on our part applies whether the information is included in the catalogue, advertisements, announcements, or communicated through our representatives, bills of sale, or elsewhere, and whether written or oral.

 

6.       AUCTION FORMATS: LIVE AND TIMED:

Atlanta Auction Gallery conducts auctions in two formats: live auctions and timed auctions.

Live Auctions

- Conducted in real time, in person and online.

- Auctioneer controls the pace of bidding, announces bids, determines winning bids, and resolves disputes at their sole discretion.

- Multiple participation options: in person, phone bidding, absentee bidding, and third-party platforms (additional charges may apply).

- Phone and absentee bids are accepted as a convenience and at the Buyer’s risk; we are not responsible for errors or failure to execute such bids.

 

Timed Auctions

- Conducted exclusively online with no live Auctioneer interaction.

- Lots remain open for bidding until the published closing time. The highest bid recorded by the platform before the closing time will win, provided the reserve (if any) is met.

- Timed auctions may include extended bidding (anti-sniping): if a bid is placed in the final minutes, the closing time automatically extends to allow competitive bidding.

- All bids are binding. Once a lot closes, bids cannot be retracted or canceled.

- Buyers are responsible for monitoring bidding activity and closing times.

 

General Conditions for All Formats

- Any bid constitutes a binding offer to purchase the lot under these Terms and Conditions.

- Buyers are solely responsible for ensuring their bids are properly submitted and recorded by the platform.

- Atlanta Auction Gallery is not liable for technical issues, connectivity problems, or platform errors that affect bidding.

 

7.       THIRD-PARTY INTERNET BIDDING SERVICES AND PLATFORMS

Our auctions are accessible through third-party online bidding platforms, such as LiveAuctioneers, Invaluable, and Bidsquare, among others. These platforms facilitate bidding and may charge commissions or fees for their services. Each platform operates independently and has its own terms, conditions, and privacy policies.

Atlanta Auction Gallery has no control over, and assumes no responsibility for, the content, policies, or practices of any third-party bidding platforms. Your interactions with these platforms are solely between you and the respective platform. We strongly encourage you to familiarize yourself with their terms, conditions, and privacy policies before using their services.

By participating through a third-party bidding platform, you expressly release Atlanta Auction Gallery from any and all liability arising from your use of these platforms or any third-party services. Bids submitted through third-party platforms are transmitted to Atlanta Auction Gallery only when a lot is offered for sale.

LIMITATION OF LIABILITY

Under no circumstances, including negligence, shall Atlanta Auction Gallery or its sellers be liable for any damages, lost profits, or special, incidental, or consequential damages resulting from your use of, or inability to use, these third-party platforms.

Please note:

- These platforms do not communicate bids with one another or with the Auctioneer prior to the live auction.

- Being the highest bidder on one platform does not guarantee you are the leading bidder overall, as higher bids may exist on other platforms.

Atlanta Auction Gallery reserves the right to add or discontinue any bidding platform at its discretion.

 

8.       RESERVES

Atlanta Auction Gallery may offer each lot subject to a confidential minimum price below which we may not sell the lot. The auctioneer may open the bidding on any lot below the Reserve. We prohibit sellers from bidding on their own lots, but we may seek to satisfy the reserve by bidding on behalf of a seller at the auction up to the Reserve.

 

9.       OPENING BID

All lots are published with an opening bid of 50% of their low estimate unless otherwise agreed upon with Seller. On auction day, we will determine the opening bid based on the Reserve and lot estimates. We reserve the right to adjust the opening bid at the Auctioneer’s discretion before or during bidding, depending on bidding activity and interest. It is your responsibility to stay informed about the opening bid and bidding activity, particularly if you are participating online.

 

10.   RECEIPT OF BIDS

Our live auctions may run on multiple online auction platforms, including but not limited to LiveAuctioneers, Invaluable, Bidsquare, and AtlantaAuctionGallery.com or related domains. These platforms are independent and do not communicate bids with each other. As a result, the same bid may be placed on multiple platforms.

Bids are accepted at the Auctioneer’s sole discretion. The Auctioneer will have the final authority in determining the winning bid, and this decision is final and without recourse.

 

11.   ESTIMATES

Estimates are provided as a guide to the expected hammer price of a Lot. Estimates do not include the Buyer's Premium, any applicable taxes, or any export, import or shipping charges you may incur. Estimates can change. Estimates are preliminary only and are subject to revision by us from time to time in our sole discretion. We make no guarantees, representations, or warranties of any kind, express or implied, including, without limitation, regarding the sale price of any lot, whether the lot will sell at all, or the price realized upon resale. 

 

12.   BIDDING INCREMENTS:

$0 - $99 : $10

$100 - $499 : $25

$500 - $999 : $50

$1,000 - $4,999 : $100

$5,000 - $9,999 : $250

$10,000 - $19,999 : $500

$20,000 - $49,999 : $1,000

$50,000 - $99,999 : $5,000

$100,000+ : $10,000

* additional increments will be at the discretion of the auctioneer.

We may reject nonconforming bids. However, since we regulate the bidding, we may change the Bidding Increments in our discretion. And, if we receive an Absentee Bid that does not conform to the Bidding Increments, we may reduce your Absentee Bid enough to meet a lower Bidding Increment. Bidding increments apply across all bidding platforms and adjustments to increments are at the sole discretion of the Auctioneer.

13.   BUYER’S PREMIUM:

A Buyer’s Premium of twenty-eight percent (28%) of the hammer price will be added to the final bid on each lot and is payable by the Buyer as part of the total purchase price. The Buyer’s Premium applies to all bids regardless of bidding method (in-person, absentee, phone, online through AAG, or through any third-party bidding platform).

The Buyer acknowledges that the Buyer’s Premium is a condition of sale and is non-negotiable. Applicable sales tax will be calculated on the total purchase price, inclusive of the Buyer’s Premium.

14.   SALES TAX:

All purchases are subject to the sales tax rate as stipulated by their city and/or state unless a valid tax-exempt certificate is supplied to Auctioneer. The actual sales tax rate and conditions depend on the state, county, or locale to which the lot will be shipped or where the buyer or buyer’s agent takes possession. That means that if you buy property from us, it may be subject to the sales tax in the area where you or your agents receive it or take possession of it. The Buyer is ultimately responsible for tax compliance in their jurisdiction.

 

15.   PAYMENT

ALL SALES ARE FINAL and Non-Negotiable.

By placing a bid, the Buyer accepts full responsibility, risk, and liability for the lot and agrees to remit full payment including hammer price, Buyer’s Premium, applicable sales tax, and any platform fees. All bids are legally binding.

Automatic Credit Card Charges
By registering to bid, you expressly consent to Atlanta Auction Gallery or the applicable bidding platform charging your credit card on file for the full invoice amount, including all taxes and fees, at any time within seventy-two (72) hours of the auction’s closing. If initial payment processing fails, AAG or the applicable bidding platform may reattempt charges or pursue the remedies set forth below.

Invoices & Payment Deadlines
Invoices will be generated within one (1) business day following the auction. Full payment is required within three (3) business days of auction close, regardless of when the invoice is received. It is the Buyer’s responsibility to remit payment and arrange for removal of purchased property in accordance with this Agreement.

Chargebacks
Initiating a credit card chargeback constitutes a material breach of this Agreement. The Buyer will remain liable for the full invoice amount, as well as all associated costs, including attorney’s fees and a $250 administrative fee.

Platform Payments
For auctions listed on LiveAuctioneers or Invaluable, AAG accepts payment only via LivePayments and Invaluable Payments. These invoices may include platform payment fees, which are set by the platforms and are the responsibility of the Buyer. The credit card used to register on the 3rd-party bidding platform will be automatically charged for purchases within twenty-four (24) hours of the auction.

Failure to Pay
If the Buyer fails to remit payment in full within ten (10) business days of the invoice being issued, AAG shall be entitled to one or more of the following remedies:

  1. Recover from the Buyer all losses and costs arising from resale of the lot, including expenses of resale.

  2. Retain any deposit or partial payment paid by the Buyer.

  3. Recover all costs of collection, including attorney’s fees of fifteen percent (15%) of the outstanding balance, plus interest at up to 3% per month.

  4. Pursue any other relief available at law or in equity.

Note: It is the Buyer’s responsibility to ensure AAG has a correct and valid email address for invoice delivery.

 

16.   SHIPPING & TITLE TRANSFER:

All packing, handling, shipping, insurance, and delivery arrangements are the sole responsibility of the Buyer. Atlanta Auction Gallery does not provide in-house shipping services and assumes no responsibility for the performance of any third-party shipping company. As a courtesy, we may provide referrals but make no guarantees for their services.

Pickup Deadline & Abandonment
All purchased property must be collected within ten (10) business days after the sale date, regardless of payment timing. Property not collected by the deadline will be deemed abandoned, and ownership will transfer to Atlanta Auction Gallery without further notice. Property deemed abandoned will not be refunded, and Buyer releases AAG from all related claims.

Shipping Arrangements
Buyers may:

  • Collect purchased items in person.

  • Arrange their own shipping through a third-party provider.

Buyers are advised to inspect the condition of the property prior to shipping. Buyers are responsible for supplying their own packing materials when collecting items in person. The Auctioneer shall not be held liable for insufficient packing or any damages incurred during transit.

Risk of Loss & Liability
Risk of loss passes to the Buyer upon (a) physical pickup by the Buyer or their agent, or (b) release of the property to a third-party shipper, whichever occurs first. Atlanta Auction Gallery will not be liable for damage, loss, or delays after this point.

Title Transfer
Title to purchased property passes to the Buyer only after full payment of the purchase price, including taxes and fees, has cleared our account. No property will be released until payment confirmation is received.

Compliance & Restrictions
Buyers are solely responsible for compliance with all shipping, export, and import laws. Inability to ship or transport property due to regulatory issues does not relieve the Buyer of payment obligations.

 

 

17.   SPECIAL PROPERTY:

Endangered Species:

You are solely responsible for all matters related to the export or import of any lot you buy, including without limitation, complying with any requirements, restrictions, declarations, customs, duties, or any other issues. It is your sole responsibility to familiarize yourself with International, U.S. Federal and State laws or requirements regarding the necessary export, import, or other permit required. We make no representations or warranties as to whether any lot is or is not subject to export or import restrictions or any embargoes and will have no responsibility with regard to these matters. Failure to obtain a license or permit will not justify the cancellation of the sale or any delay in making full payment of the Purchase Price for the lot. We will not rescind the sale of a lot that is transferred to you and later seized by government authorities due to the presence of endangered species material. As a courtesy to clients, we may advise people who inquire about lots containing potentially regulated plant or animal material, but we do not accept liability for errors or for failing to advise on lots containing protected or regulated species. Even if you are unable to bring your Purchased Property to your desired location, you must still comply with all of your obligations around purchasing the lot, including without limitation payment of the Purchase Price and removal of the lot from our facility.

Jewelry:

Natural gemstones have been enhanced in a variety of ways, including heating, oiling, and other methods. These treatments are accepted by the international jewelry and gemstone trade. We make no representations or warranties, express or implied, as to whether natural stones have been treated or enhanced, whether specifically referenced or not. All stones have been identified by standard gemological field tests, as the mounting allows, and we will make available to prospective buyers any gemological certificates in our possession. However, it will not always be feasible to obtain a qualified lab report on every stone we offer for sale. If you wish to have a grading or gemological report from an independent recognized laboratory such as the Gemological Institute of America, you may request one at your own expense or hire an independent adviser of your choosing at your expense. Weights given for stones we offer for sale are based solely on measurements and known gemological formulae; they are approximate, not exact. Weight may differ once a stone is removed from its setting. You are advised to verify weight estimates prior to bidding at auction.

Coins & Currency:

All coins and currency are sold as is by us, except as to authenticity. You acknowledge and agree that grading is not an exact science, but a matter of opinion as to condition and other attributes; and that grading can and will differ among third party grading services (even though consensus grading is employed by most), independent experts, dealers, collectors, and auction houses, including our own. Coins and currency are sold without any additional express or implied warranty. We reserve the right to differ with the grades assigned to any lot, by certificate or otherwise, regardless of the grading service, and will not be bound by any prior or subsequent opinion, determination or certification by third-party grading services including, but not limited to, National Guaranty Company (NGC), Professional Coin Grading Service (PCGS), or any other any grading service, third party organization or dealer. There is no guarantee or warranty implied or expressed that the grading standards we use will meet the standards of any grading service at any time in the future.

Clocks & Lights:

No warranty is made that any watch, clock, or lighting device is in working condition or without defects, restorations, or working parts. Buyer agrees that the description of watches, clocks and lighting devices, whether in the catalogue or a Condition Report, may be incomplete and not identify every mechanical replacement, repair, or defect. The absence of reference to the condition of a watch, clock or lighting device does not imply it to be in working condition or without defects, repairs, restorations, or replacement parts.

 

18.   INTERNET:

While we strive to provide a seamless online experience, technical difficulties may arise beyond our control, including, but not limited to, issues related to broadband capacity, firewalls, errors in the display or quality of digital images, software malfunctions, and other technological problems. You acknowledge and agree that we are not responsible or liable for any failure to send, receive, or place bids due to technological issues, including Internet connection failures, software errors, phone connection problems, or malfunctions in our information technology systems. Technical failures, connectivity issues, or platform errors do not invalidate a winning bid or excuse the Buyer from completing payment.

In addition to the terms outlined above, neither we, nor our affiliates, directors, officers, employees, or agents, shall be liable for any errors, inaccuracies, omissions, defects, delays, or interruptions in the transmission of information on our website, regardless of cause or duration. We are not responsible for any claims, losses, or damages arising from such issues or any consequences resulting from the untimeliness or inauthenticity of information on the site.

 

19.   FORCE MAJEURE

Atlanta Auction Gallery shall not be liable or responsible for any failure or delay in performing any obligations under this Agreement when such failure or delay is caused by events beyond its reasonable control, including but not limited to: acts of God, natural disasters, fire, flood, severe weather, war, terrorism, civil unrest, strikes, labor disputes, epidemics or pandemics, governmental orders or restrictions, failure of utilities or transportation, or interruptions in Internet or communication services.

In such circumstances, we may postpone, reschedule, or cancel an auction, extend bidding deadlines, or take other reasonable measures without incurring liability to any party. These circumstances do not relieve the Buyer of payment obligations for lots already purchased prior to the occurrence of the Force Majeure event.

 

20.   LIMIT OF LIABILITY:

IN NO EVENT SHALL ATLANTA AUCTION GALLERY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR SIMILAR DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, REGARDLESS OF THE CAUSE OF ACTION ON WHICH THEY ARE BASED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING. WITH RESPECT TO ANY SALE OF A LOT, IN NO EVENT SHALL ATLANTA AUCTION GALLERY BE LIABLE TO YOU OR ANY THIRD PARTY FOR LOSSES IN EXCESS OF THE PURCHASE PRICE PAID BY YOU TO ATLANTA AUCTION GALLERY FOR SUCH LOT TO WHICH THE CLAIM RELATES. We are not liable for any breach or default by the consignor or seller of a lot or in relation to any terms which are implied into contracts by law and which are the responsibility of the seller of an item.

 

21.   INDEMNITY:

You agree to indemnify, defend and hold Atlanta Auction Gallery, its officers, directors, employees, agents and their successors and assigns harmless from and against any and all claims, actions, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) relating to the breach, or alleged breach, of any of your agreements, covenants, representations or warranties contained in this Agreement.

 

22.   INTELLECTUAL PROPERTY:

Atlanta Auction Gallery and our licensors will retain ownership of our intellectual property rights, including, without limitation, copyright to all photographs or other images of the lot created by us (including of your Purchased Property), as well as rights to the copyrights and trademarks and other images, logos, text, graphics, icons, audio clips, video clips, and digital downloads from the Atlanta Auction Gallery catalog or website . You may not obtain any rights of ownership, use, reproduction or any other therein by virtue of this Agreement. You may not use any of our trademarks or service marks in any way. Buyers and scholarly publications may request permission to use catalog images. Requests must be made in writing to XXXXXXXX

 

23.   DISPUTE RESOLUTION:

While we disclaim all liability as stated in this Agreement, we acknowledge that certain disputes may arise that require resolution through arbitration. Disputes must first be addressed through a 45-day good faith discussion period. If unresolved, disputes will proceed to binding arbitration in Atlanta, Georgia, under the American Arbitration Association’s rules. Arbitration decisions are final and non-appealable. Buyer waives the right to a jury trial or to participate in a class action. The prevailing party in arbitration may recover reasonable attorney’s fees and costs. This Agreement and all disputes arising under it shall be governed by the laws of the State of Georgia without regard to its conflict-of-law principles.

 

24.   RULES:

Any failure, delay, relaxation, or indulgence by a Party in exercising any power or right conferred on that Party by this Agreement does not operate as a waiver of that power or right unless expressed in writing to be a waiver.

In entering into this Agreement, the Parties have not relied on any representations or warranties about its subject matter except as provided in this Agreement.

We may change, modify, amend, or delete all or any part of this Agreement (“Changes”) without notice. YOUR CONTINUED USE OF THE SITE, PARTICIPATION IN ONE OF OUR AUCTIONS, OR BIDDING OR PURCHASING ANY LOT FROM US WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT, DO NOT CONTINUE TO USE THE SITE OR PARTICIPATE IN OUR AUCTIONS, OR BID OR PURCHASE ANY LOT FROM US.

Unless otherwise specified herein, all notices, requests or other communications under or in connection with this Agreement, to or upon the Parties will be made to such addresses and to the persons designated below, or such other people and addresses as provided in writing the receiving Party from time to time, and will be deemed to have been given hereunder only as follows: (a) if delivered by overnight or two-day commercial delivery service, upon receipt as evidenced by the records of such service; (b) if sent by certified or registered mail, seven (7) calendar days after posting it; and (c) if sent by email, one (1) day after the email is sent or immediately once the receiving Party confirms its receipt by reply or other written communication.

Notices to Atlanta Auction Gallery
Atlanta Auction Gallery
1788 Ellsworth Industrial Blvd. NW

Atlanta, GA 30318
Attn: Legal Dept
Email: XXXXXXXX

 

Notice to You (Buyer):
The address you provide to Auctioneer during registration or later.

Further Assurances. You will furnish us, upon our request, with any additional information required to comply with applicable law. You will provide us, upon our request, verification of your identity in an appropriate form. 

25.   INTERPRETATION:

If a court or an arbitrator finds that any part of this Agreement is not valid, or is illegal or impossible to enforce, that part of this Agreement will be treated as being deleted, and the rest of this Agreement will not be affected.

This Agreement hereto constitutes the entire agreement between the Parties with respect to the transactions contemplated hereby and supersedes all prior or contemporaneous understandings and agreements of the Parties (whether written or oral) relating to the subject matter of this Agreement.

In this Agreement, unless the context otherwise requires: (a) references to sections, exhibits, attachments and schedules are to those in, of and to this Agreement and headings are inserted for convenience only; (b) words importing the plural will include the singular, and vice versa; (c) references to a ‘person’ will be construed as including references to an individual, company, enterprise, firm, partnership, joint venture, association or organization, whether or not having separate legal personality; (d) use of the word ‘will’ as an action attributable to a Party means the Party agrees to, will, promises to and covenants to take the actions following or connected to the use of the word ‘will;’ (e) use of the word ‘may’ as an action attributable to a Party means that Party has the right, but not the obligation, to take the action following or connected to use of the word ‘may;’ and (f) references to ‘it,’ ‘its,’ ‘they,’ ‘their,’ and ‘them,’ will be construed as including any generic, omni-gender pronoun such as she, hers, her, he, his, him, it, its, they, their and them.