Terms and Conditions of Sale (as recommended by LAPADA)
It is important that you read and understand these terms and
conditions before proceeding with this transaction. Only
proceed with this transaction if you wish to be bound by the
terms and conditions set out below (the “Terms”).
1 Purpose and effect
1.1 These Terms set out all the terms of agreement other
than price between you as buyer and us as seller, in relation to
the sale and purchase of the item(s) identified in the invoice
overleaf, which we refer to below as the “Work” (the
“Contract”). We confirm that we either own the Work or are
authorised to sell it on behalf of the owner.
1.2 If you wish to rely on any variation of, or addition to
these Terms, you must ensure that the variation or addition
has been agreed by us in writing.
2 Statements about the Work
2.1 All statements by us as to the authenticity, attribution,
description, date, age, provenance, value, historical
significance, title or condition of the Work constitute our
judgement and opinion only (save that this shall not operate
so as to exclude any liability on our part for
misrepresentation) and are not warranted by us.
2.2 Our description of the Work is partly dependent upon
information provided by experts and we are not liable for the
statements, data, information and opinions of others or any
changes in expert opinion which may take place subsequent to
the sale.
2.3 While we will on request explain the condition of the
Work at the time of the sale and provide any information in
our possession about condition for which you may reasonably
ask, we will not be responsible for any subsequent
deterioration of the Work, however caused, after the sale.
3 Payment of purchase price
3.1 You must pay us the full price for the Work (without
deductions), together with delivery costs, any VAT and any
amounts payable to us under clause 6 below but excluding
any deposit or advance that you may already have paid (the
“Price”), on the earlier of: (a) the expiry of any payment term
as shown on the invoice; and (b) the time of delivery of the
Work. Payment is only made once we receive cleared funds
representing the full amount.
3.2 Payment may be made by wire transfer, cash (subject
to any thresholds we may set) or credit card, as agreed and set
out in the invoice. Where we agree to payment by cheque,
acceptance is conditional upon the cheque being cleared in
full on first presentation.
3.3 All payments shall be made in the currency specified
in the invoice.
3.4 If you fail to make full payment within the relevant
period, we shall charge you interest on the amount unpaid at
the rate of 4% per annum above Barclay’s Bank base rate
from the date when payment was due until payment is made
in full.
4 Collection of the Work and passing of risk
4.1 You must collect the Work from the address specified
in the invoice at the agreed date and time, within 28 days of
the date of payment, unless it is agreed in writing that:
4.1.1 we should deliver it to you; or
4.1.2 you should make your own arrangements for
someone else to collect it for you.
4.2 Risk of loss and damage to the Work shall pass to you
on the time and date agreed for collection or delivery of the
Work. From the point at which risk passes to you, you are
responsible for insuring the Work against all risks, including
during collection or transit.
5 Passing of ownership
5.1 Full legal title to the Work will not pass to you until
we have received in full in cleared funds all sums due in
respect of the Work.
5.2 If you have possession of the Work before full
payment has been made, you must:
5.2.1 keep possession of it, not sell it or hand it over to
any other person or dispose of any interest in it;
5.2.2 in the case of a Work consisting of more than one
item, keep those items together;
5.2.3 keep any identifying marks showing that we own
the Work clearly displayed;
5.2.4 store the Work on your premises and at no cost to
us, separately from other property;
5.2.5 at our request, and after we have given you
reasonable notice, allow us or a third party acting on our
behalf to have access to the Work in order to inspect it; and
5.2.6 preserve the Work in the same state as it was on
delivery and in particular, not restore, repair, clean or reframe
it without our written consent.
6 Export
6.1 If the Work is to be exported from the United
Kingdom, whether to other countries within the European
Union or outside the European Union, it will be your
responsibility to obtain the relevant export licence.
6.2 When making arrangements for export of the Work,
you must:
6.2.1 comply with all requirements of any relevant tax
authorities (including, if applicable, HM Revenue and
Customs), any export licensing authorities and any other
relevant official bodies; and
6.2.2 reimburse to us any sum claimed if HM Revenue
and Customs, any relevant tax authorities or any other official
body makes any claim against us for VAT, sales tax, use tax
or any other expense or penalties resulting from your failure
to comply with the relevant requirements for export and
import.
6.3 When on its sale to you the Work is intended for
export, you will be charged for VAT on the Work should it
not be exported.
6.4 In any event you will be responsible for paying any
taxes including but not limited to import tax, duty,
merchandise, sales or user tax that have to be paid in the
country of destination whether on shipment or on import or at
any other time.
6.5 Unless otherwise agreed in writing, the sale of the
Work is not dependent on either us or you obtaining an export
licence and failure or delay in obtaining a licence will not
constitute a basis to cancel a purchase or delay payment for it.
7 Breach by the buyer
7.1 If you fail to pay the Price in full (or if we agree with
you payment by set instalments and you fail to pay any one or
more instalment) by the due date, or if prior to you paying the
Price in full you fail to comply with the obligations set out in
clauses 5 and 6 above, or otherwise do or fail to do anything
which may in any way imperil our ownership of the Work or
the Work itself, we are entitled (without prejudice to our other
rights and remedies at law) to either:
7.1.1 terminate the Contract, repossess the Work and
claim damages for any loss we have suffered; or
7.1.2 at our election, treat the sale as cancelled, and
repossess the Work, in which case (and only in which case)
we shall following the safe return of the Work, refund to you
any part of the Price you have paid, after deduction of any
sums due to us including but not limited to costs of recovery
and restoration of the Work.
7.2 We shall also have the right to repossess the Work and
cancel the sale if before you make full payment of the Price to
us, proceedings occur in the UK or elsewhere involving your
solvency (including but not limited to the presentation of a
bankruptcy petition or winding-up petition; or the convening
of a meeting to wind you up voluntarily).
7.3 Where we notify you of the exercise of our right to
repossession, you will within 7 days of such notice, return the
Work to our address (as set out in the invoice) at your cost
and risk or tell us where the Work is kept and allow us to
enter the premises where the Work is (separately) kept and
take the Work away at your cost (it being understood that
where the Work consists of more than one item, our rights of
repossession extend to all such items).
8 Limitation of our liability
We shall not be liable for business losses (including loss of
profits, loss of business or loss of anticipated savings) which
you may suffer in connection with buying the Work. Any
liability to you for losses you suffer arising from the Contract
or purchase of the Work shall be limited to the Price paid for
the Work (excluding any delivery costs and VAT) and is
strictly limited to losses that were reasonably foreseeable.
Losses are foreseeable where they could be contemplated by
you and us at the time the Contract is formed. Nothing in this
clause 8 limits or excludes our liability for: (a) death or
personal injury caused by our negligence or any of our agents;
(b) fraud; or (c) for any other liability that may not, under
English law, be limited or excluded.
9 Rescission
We will have the right, but not the obligation, (acting
reasonably) to rescind a sale without notice to you, where an
adverse claim is made by a third party, including but not
limited to, someone claiming ownership of the Work. Upon
notice of our election to rescind the sale, you will promptly
return the Work to us. We will then refund the Price. The
refund of the Price will constitute your sole remedy and
recourse against us with respect to such claims.
10 Copyright
The copyright subsisting in all images and other materials
produced for the sale of the Work is owned by us and such
images and materials may only be used with our permission.
We will have the right to use such images in our own
discretion after the sale of the Work. During the period in
which the Work is protected by copyright, the copyright
remains with its author (or any person to whom that right has
been assigned). You are purchasing the Work, but not the
right to produce copies of the Work (including photographs
thereof) for publication. If such rights are sought, you should
contact the copyright owner.
11 Notices
Any notice to be given to us or that we must give to you in
connection with the sale of the Work must be in writing and
must be sent by post, or delivered by hand, to our address or
to your last known address as set out in the invoice or as
notified to us by you as the case may be.
12 Consumer Protection
12.1 This clause applies only where you are deemed to be a
consumer for the purposes of the Consumer Contracts
(Information, Cancellation and Additional Charges)
Regulations 2013.
12.2 In the event that our Contract is concluded “off-
premises” or through distance communication you have the
right to cancel the Contract within 14 days from the day on
which you acquire, or a third party nominated by you
acquires, physical possession of the Work. Where the Work
consists of more than one item (which are to be delivered
separately), such cancellation period will expire after 14 days
from acquiring physical possession of the last item (the
“Cancellation Period”).
12.3 To exercise your right to cancel, you must inform us
of your decision to cancel by a clear statement (by post, fax or
email) sent prior to the expiration of the Cancellation Period.
You may use the model cancellation form provided but it is
not obligatory.
12.4 If you cancel the Contract, you must also return the
Work to us by hand, courier or recorded mail to the address as
set out on the invoice at your own cost within 14 days after
the day of notifying us of the cancellation unless the Contract
was concluded “off-premises” and the Work cannot by its
nature be returned by post in which case we will collect the
Work at our own expense.
12.5 The Work must be returned to us in the same
condition in which you receive it (which does not interfere
with your right to take any reasonable steps to examine the
Work). You have a legal obligation to take reasonable care of
the Work whilst it is in your possession. If you fail to comply
with this obligation, we may make a deduction from the
reimbursement you are entitled to for loss in value of the
Work.
12.6 We will reimburse to you all payments received from
you, including any costs of delivery (except for the
supplementary costs arising if you chose a type of delivery
other than the least expensive type of standard delivery
offered by us).
12.7 We will make the reimbursement without undue
delay, and not later than:
(a) 14 days after the day we receive back from you the
Work, or
(b) (if earlier) 14 days after the day you provide evidence
that you have returned the Work, or
(c) if the Work was never supplied, 14 days after the day
on which we are informed about your decision to cancel the
Contract.
12.8 We will make the reimbursement using the same
means of payment as you used for the initial transaction,
unless you have expressly agreed otherwise; in any event, you
will not incur any fees as a result of the reimbursement.
Unless we are collecting the Work pursuant to this section 12,
we may withhold reimbursement until we have received the
Work back or you have supplied evidence of having sent back
the Work, whichever is the earliest.
12.9 Details of the consumer rights described above, and an
explanation of how to exercise them, are provided on the
LAPADA website: www.lapada.org/what-is-lapada/consumer
-protection. Nothing in this section affects your legal rights.
13 Law and jurisdiction
13.1 These terms and conditions and any non-contractual
obligations arising from or in connection with them shall in
all respects be construed and take effect in accordance with
English law.
13.2 The courts of England and Wales will have non-
exclusive jurisdiction in relation to any dispute: (a) arising
from or in connection with these Terms; or (b) relating to any
non-contractual obligations arising from or in connection with
these terms and conditions.