GAZELLI ART HOUSE TERMS AND CONDITIONS OF SALE
These terms and conditions, together with the invoice (the “Agreement”) set out the terms on which you agree to purchase, and Gazelli Art House (“we”, “us”, “our”) agrees to sell, the artwork described on the invoice (the “Work”). If you are purchasing the Work from us on someone else’s behalf, that person (whether named or un-named) accepts joint and several liability with you under this Agreement.
1. THE WORK
1.1. Description. All information provided by us in respect of the Work, whether written or oral and including any information about its condition, age, period, authenticity, attribution, origin, importance, size, quality, rarity, historical reference or significance, medium, material, current and future value is not a representation of fact but rather a statement of opinion genuinely held by us. Statements made orally or in writing by us as to the characteristics of the Work shall not be treated as terms of the sale, and the sale of the Work is not a sale by description. We are not liable for the statements, data,
information and opinions of others in relation to the Work.
1.2. Condition. While we will on request describe the condition of the Work, upon visual inspection only, at the time of the sale and provide any information about the condition
which you reasonably ask, we will not be responsible for any deterioration of the condition of the Work, however occasioned, after the sale. We are not specialist conservators or restorers and we do not conduct any testing or investigation as to the condition of the Work unless otherwise agreed with you in advance and in writing.
1.3. Images of the Work, whether in our catalogues, on our
website or otherwise, are for illustrative purposes only. Although we aim to display colours in our images accurately, you acknowledge that the Work may vary from those images.
2.1. You must pay us the price of the Work as set out on the invoice (the “Purchase Price”), together with any applicable delivery costs, bank fees, any VAT and artist’s resale right (if applicable) by bank transfer or such other methods as we agree, in accordance with the payment terms recorded on the invoice, unless otherwise agreed in writing. Payment shall be made by you to us in the currency specified on the invoice. Payment has not been made until we have received cleared funds representing the full amount due to us in relation to the Work.
2.2. All payments to us will need to be received from a bank account held in the name of the person or company to whom the invoice is addressed and the invoice and the identification documents provided pursuant to clause 9 below must match the identification details of the addressee of the invoice. We cannot accept payment from third parties. Where you are buying the Work on behalf of someone else, you will need to disclose their identity to us and provide us with their identification documents, as provided in clause 9 below.
2.3. If you fail to make payment of the full amount due for the Work by the due date, we will charge you interest on the overdue amount at the rate of 4% per annum above Bank of England base rate from the date when payment was due until payment is made in full.
2.4. Where VAT is applicable, we will add this onto the agreed price of the Work. If the Work is sold within the VAT Margin Scheme, VAT will not be shown on the invoice.
2.5. We alert you to the risk of cybercrime when making payment information electronically. If you have received the invoice or bank details from us by electronic means, you are advised to confirm the bank details with us by telephone before arranging payment. You acknowledge that it is your sole responsibility to ensure that the full amount due for the Work is wired to our bank account and we accept no liability for any monies intercepted or not received by us for any reason, including cybercrime.
2.6. Failure to pay. If you fail to pay the full amount due for the Work within 14 days of the due date, we may in our sole discretion exercise any of the following remedies:
2.6.1. Cancel the sale of the Work;
2.6.2. Retain a percentage of any deposit paid to compensate us in full for our costs and losses caused by your failure to make payment in accordance with this Agreement;
2.6.3. Resell the Work and in the event that the resale is for a price that is less than the Purchase Price, you shall be liable for the difference between the resale price and the Purchase Price plus the costs of the resale;
2.6.4. Hold and sell any property that is owned by you and in our possession. We shall do so only after giving you thirty (30) days’ written notice. If we do sell any of your property, we will apply the proceeds to the amount owed to us and will pay you any excess amount after taking off the reasonable cost of selling the property; and/or
2.6.5 Commence legal proceedings to recover the full amount due for the Work as well as the interest accrued and the reasonable costs of such proceedings. If we require you to return the Work to us, you must do so at your cost within 14 days of receiving notice from us.
3. COMMISSION PAYABLE TO THIRD PARTIES
If you have authorised, or appear to us to have authorised, a third party to negotiate the purchase of the Work on your behalf or a third party has assisted us with the sale of the Work or introduced you to us, we may pay that third party a commission.
4. COLLECTION OR DELIVERY OF THE WORK
4.1. We shall aim to provide you with an estimated date of when the Work will be available for collection or delivery. Unless otherwise agreed in advance and in writing, the Work will not be released to you until we have received the full amount due for the Work. Unless otherwise agreed in advance, you will arrange to condition check, pack and collect the Work at your own risk and expense.
4.2. If we agree to arrange delivery of the Work to you, we shall inform you of the expected date of delivery and the delivery costs which you agree to pay unless agreed otherwise in advance and in writing. You shall be responsible for condition checking the Work at your cost upon its delivery to you or your shipping agent. We shall not be liable for any condition-related issue that are not reported by you in writing within seven (7) days of delivery of the Work. If you choose not to condition-check the Work at the point of delivery, the Work shall be deemed as received in the same condition as that recorded in the most recent condition report available.
4.3. If you fail to collect or accept delivery of the Work within thirty (30) days from the agreed date for collection or delivery, we reserve the right to charge you, and you agree to pay, any reasonable storage costs incurred by us.
4.4. You are responsible for complying with any instructions relating to the installation, handling and maintenance of the Work. We will provide you with such instructions, where appropriate, in writing, in advance of the delivery or collection. We do not accept any liability if you fail to comply with these instructions.
5. PASSING OF OWNERSHIP AND RISK
5.1. Ownership in the Work will pass to you once we have received the full amount due for the Work in cleared funds. If we agree to give you possession of the Work before we have been paid in full, you agree to:
5.1.1. Keep possession of the Work within the United Kingdom and insure it for at least the Purchase Price, and not sell it or hand it over to any other person or dispose of any interest in it, use it in any way as collateral or guarantee for a loan or other financial facility, without our prior written permission;
5.1.2. 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
5.1.3. Preserve the Work in the same state as delivered to you and, in particular, not restore, repair, clean or reframe the Work.
5.2. The Work will be your responsibility and the risk of loss or damage will pass to you from the time we deliver the Work to the address you have provided to us, or you or a carrier organised by you collects the Work from us.
6. RIGHT OF FIRST REFUSAL
If the Work is by an artist represented by us at the date of our invoice to you for the Work and you decide to resell the Work within two (2) years of the date of the invoice, you must offer the Work to us first at its fair market value and we will have a fourteen (14) day exclusive option from the date of your offer to buy back the Work, or to take the Work on exclusive consignment at fair market value for a period that will not exceed twelve (12) months. Fair market value will be determined by our retail price for artworks of similar scale and significance at the time of your offer and/or the average of two current high estimates set by two auction houses selected by us in our discretion. If you do not know whether an artist is represented by us, you agree to check this with us.
7. EXPORT AND IMPORT
7.1. You will be responsible for compliance with any applicable import and export laws and regulations and for the payment of any tax or duty in relation to the Work, including but not limited to the payment of import tax, customs duty, sales or use tax that must be paid in the country of destination, whether on shipment, on import or at any other time.
7.2. Where the Work is sold for export outside the UK and you fail to export the Work by the relevant deadline, you shall indemnify us in full against all loss, damage, liability, cost or expense (including professional fees) arising from or connected with your failure to export the Work within the applicable period.
7.3. Unless otherwise agreed in writing, the sale of the Work (whether or not described in the invoice as for export) is not dependent on either us or you obtaining an export license.
8. BUYER’S REPRESENTATIONS
8.1 You represent that:
8.1.1 you are not, and anyone you act for in relation to the purchase of the Work is not subject to trade sanctions, embargoes or any other restriction on trade, and you are not owned (or partly owned) or controlled by such sanctioned person(s) (collectively, “Sanctioned Person(s)”);
8.1.2 the funds used to pay the Purchase Price are not connected with nor have any link to nor are derived from any criminal activity, including without limitation tax evasion, and you are not under investigation or have been charged with or convicted of any criminal activity;
8.1.3 the Work is not being purchased for the purposes of violating, or being used in any way connected with violations, of any applicable tax, anti-money laundering or anti-terrorism laws or regulations;
8.1.4 no party involved in the purchase of the Work including financial institutions, freight forwarders or other forwarding agents or any other party is a Sanctioned Person(s) or owned (or partly owned) or controlled by a Sanctioned Person(s), unless such activity is authorized in writing by the government authority having jurisdiction over the transaction or in applicable law or regulation.
8.2 We reserve the right to seek identification of the source of funds received, and to make enquiries about any person transacting with us. If we have not completed our enquiries in respect of anti-money laundering, anti-terrorist financing or other checks as we consider appropriate to our satisfaction, we shall be entitled either not to complete or to cancel the sale of the Work, as appropriate, and to take any further action required or permitted under applicable law without any liability to you.
9. ANTI-MONEY LAUNDERING
9.1 The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 now require that we verify the identity of clients with whom we enter into a business relationship or who purchase from us an artwork with a value of €10,000 or more. Therefore, we are obligated to request, and you agree to provide, the following: a. If you are an individual: a copy of your valid photo ID (such as a passport, driving license or national ID card) and a copy of a recent utility bill such as gas, electricity, water (but not your mobile phone bill) that is no more than three months old showing your permanent address; or b. If you are a legal entity: a copy of the legal entity’s certificate of incorporation or the legal entity’s equivalent formation document and identification documents (as described in paragraph 9.1.a. above) of the legal entity’s ultimate beneficial owner(s).
9.2 If you are buying as an agent on behalf of someone else, you agree to provide us with the identification documents of your principal as provided in paragraphs
9.1.a and 9.1.b. above (as applicable).
10. LIMITATIONS ON OUR LIABILITY
We are not liable to you for any loss of profits, nor any consequential or incidental loss or damage (including, without limitation, loss of opportunity, loss of goodwill or loss of interest), if any, which you may suffer in connection with your purchase of the Work. If you are buying the Work in the course of business, we do not accept any liability for breach of any term which may be implied by the Sale of Goods Act 1979. Any liability to you for the breach of our obligations, whether in contract, tort or otherwise, is limited to the Purchase Price.
11. FORCE MAJEURE
Neither you nor we will be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances, the time for performance will be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for six (6) months, the party not affected may terminate this Agreement by giving fourteen (14) days' written notice to the affected party.
You do not acquire any copyright and other intellectual property right in the Work and the artist’s moral rights are hereby asserted. You are purchasing the Work, but not the right to produce images of the Work, except as authorised by the Copyright Act.
Except as may be required by law or as necessary to comply with this Agreement, you shall not disclose the Purchase Price including but not limited to any discount given by us to you on the Purchase Price.
15. RIGHT TO CANCEL
If under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, (i) the contract of sale of the Work qualifies as an “off-premises contract” or a “distance contract” and (ii) you qualify as a “consumer”, you have the right to cancel the sale without giving any reason at any time up to the end of fourteen (14) calendar days after you, or a third party (other than the carrier) instructed by you, receives the Work (the “Cancellation Period”). To exercise the right to cancel, you must notify us of your decision to cancel the sale by a clear statement (e.g. a letter sent by post or email), in either case before the Cancellation Period has expired. A model form cancellation is set out below. If you cancel the sale during the Cancellation Period, we will reimburse you the Purchase Price received by us. We will make the reimbursement without undue delay, and no later than (a) fourteen (14) calendar days after the day we received the Work from you; or (b) (if earlier) fourteen (14) calendar days after the date you provided evidence that the Work has been shipped to us. We will make this reimbursement using the same means of payment as the one you used for the initial transaction. You must send back the Work or hand deliver it to us at such address as we may specify for that purpose, without undue delay and in any event no later than fourteen (14) calendar days from the day on which you communicated the sale cancellation to us. You must bear the cost of returning the Work to us, including any import tax or customs duty you or we may incur as a result of your return. You are only liable for any diminished value of the Work if your handling of the Work went beyond what is necessary to establish the nature and characteristics of the Work. If the Work is returned damaged, we will deduct from the sum we refund to you a reasonable amount to compensate us for the cost of repair and any loss in value to the Work resulting from such damage. If we invoice you that amount separately, our invoice is payable on presentation.
Model form cancellation
To: Gazelli Art House Limited, 39 Dover St, London W1S 4NN
Phone: +44 (0)20 7491 8816; Email: email@example.com
Notice: I hereby give notice that I cancel my contract for the
purchase of the following artwork(s) under invoice:
Name of consumer:
Address of consumer:
Signature of consumer (only if this form is notified on paper):
16. LOANS OR GIFTS
16.1 You agree to consider in good faith any requests made by
us or through us to borrow the Work for special
exhibitions at reputable museums and public exhibitions
from time to time.
16.2 If you sell or donate the Work (subject to clause 6 above)
to an institution in the future, you agree to notify us of the
donation or sale for provenance purposes.
Any notice by you or us in connection with the Work must be
provided in writing and sent by recorded mail, or delivered by
courier, to each of our addresses provided in the invoice. Any
notice delivered by hand will be effective upon the date of
delivery, and any notice delivered by post will be deemed
delivered within five (5) days of posting if served by registered or
certified first-class mail. Notices may be sent by email provided
that a delivery receipt is received by the sender. Notices sent by
email are deemed received on the next working day in the
recipient country after which it was transmitted.
18. OTHER IMPORTANT TERMS
You may only transfer your rights or your obligations under this
Agreement to another person if we agree to this in writing. If any
provision of this Agreement, or the application thereof to any
person or circumstance, shall be held by a court of competent
jurisdiction to be invalid, unenforceable or void, the remainder of
this Agreement and this Agreement as applied to other persons or
circumstances shall remain in full force and effect.
19. GOVERNING LAW AND JURISDICTION
This Agreement and any dispute or claim arising out of or in
connection with them or their subject matter or formation
(including non-contractual disputes or claims) shall be governed
by and construed in accordance with English law. The parties
irrevocably agree that the courts of England shall have exclusive
jurisdiction to settle any dispute or claim that arises out of or in
connection with this Agreement or its subject matter or formation
(including non-contractual disputes or claims).