Terms & Conditions
Please read these Terms and Conditions of Sale (‘terms’) and only proceed with your purchase if you wish to be bound by them. Please contact Europa Artworks (“us” or “we”) if you wish to discuss any of the terms.
- PURPOSE AND EFFECT
1.1 The terms constitute the entire agreement and understanding (“the agreement”) in relation to the sale and purchase of the work (or works) of art identified on the invoice (“the Work”) for the price stated on the invoice (being the agreed price for the sale of the Work to you) (“Price”). To the fullest extent permitted by law no other terms express or implied shall apply. We confirm that to the best of our knowledge 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 these terms, you must ensure that this has been agreed by us in writing.
1.3 No agreement may be cancelled by you. You shall on demand indemnify and keep us indemnified in full against all loss, costs (including legal fees and court costs) and expenses incurred by us as a result of the agreement being breached in any way in full or in part by you. We may, but are not obliged to, mitigate our losses, liabilities, costs and expenses.
- STATEMENTS ABOUT THE WORK
2.1 All statements by us as to the authenticity, attribution, description, date, age, provenance, title or condition of the Work constitute our judgement and opinion only and are not warranted by us. We do not accept any liability as a result of any changes in expert opinion which may take place subsequent to the sale.
2.2 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 occasioned, after the sale. We accept no responsibility with regard to the hanging of sold Works; any work undertaken in this regard is at your risk.
2.3 All photographs, advertising and specifications provided by us are issued or published for the sole purpose of giving an appropriate idea of the Work but do not purport to be an exact or complete reproduction.
2.4 You are responsible for satisfying yourself as to any statements made by us as to the matters set out in clauses 2.1, 2.2, and 2.3 above.
- PAYMENT OF PURCHASE PRICE
3.1 You must pay us the invoice Price for the Work, together with delivery costs, any VAT and any amounts payable to us under clause 7, by bank transfer or such other methods as we agree. Payment is deemed received when we have cleared funds.
3.2 We reserve the right to require you to present such documents as we may require to confirm your identity. Where payment of the price is made by someone other than you (“third party payer”), we may require documents to confirm their identity and their relationship with you. We may decline such payments in our sole discretion.
- COMMISSSION PAYABLE BY US TO THIRD PARTIES
4.1 We may pay a commission to any party who has assisted us with the sale of the work to you or who has introduced you to us. You will be provided with details.
- DELIVERY OF THE WORK AND PASSING OF RISK
The Work will be delivered following receipt of the full Price by us in cleared funds.
5.1 We will deliver the Work to the address both parties have agreed in writing unless it is agreed in writing that you should collect it from us. You are responsible for all costs of delivery or collection unless we agree otherwise in writing.
5.2 You will be responsible for the Work, for the risk of damage to it or loss of it and also for insuring it, from the time and date agreed for its delivery and you agree that thereafter you will not hold us responsible for insuring the Work or for any loss or damage to the Work. Any loss or damage prior to delivery shall be covered by the terms of our insurance then in effect and we shall have no liability for loss of profit, business, revenue or incidental, consequential, or exemplary damages.
5.3 You will be responsible for checking for any signs of damage on delivery. Any visible damage must be recorded with the delivery agent. We cannot be held responsible for any damage if this is not recorded with the delivery agent. Any damage found to the Work must be notified to us within 24 hours of delivery with details of the damage and supporting photos. We will then contact you to agree actions to rectify the situation.
5.4 If you fail to accept delivery of the Work at the agreed time we may charge you for the reasonable costs of storage, insurance and re-delivery and risk in the Work shall immediately pass to you and you irrevocably authorise us to deposit the Work with you if delivery has not occurred within six months.
5.5 Dates quoted for delivery are approximate and we shall not be liable for delay. Time of delivery shall not be of the essence nor capable of being made of the essence. You will provide us with all necessary information and documentation to facilitate delivery.
- PASSING OF OWNERSHIP
6.1 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 and any other amount owed by you to us and we are satisfied as to your identity and that of any third party payer.
6.2 If you have possession of the Work before full payment has been made, you undertake as our fiduciary agent and bailee to:
6.2.1 keep possession of it, not sell it, export it or hand it over to any other person or dispose of any interest in it and in the case of a Work consisting of more than one item, keep those items together;
6.2.2 keep all identifying marks showing that we own the Work clearly displayed and store the Work on your premises and at no cost to us, separately from other property with adequate security measures;
6.2.3 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;
6.2.4 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 and take all reasonable steps to prevent any damage to or deterioration of the Work; and
6.2.5 keep the Work comprehensively insured for not less than the invoice Price, have our interest noted on the policy as an additional named insured and provide a copy of such notification to us.
- EXPORT AND LOCAL TAXES
If Goods are being ordered from outside the United Kingdom, import duties and taxes may be incurred once your Goods reach their destination. Europa Artworks are not responsible for these charges and we undertake to make no calculations or estimates in this regard. If you are buying internationally, you are advised to contact your local customs authorities for further details on costs and procedures. As the purchaser of the Goods, you will also be the importer of record and as such should ensure that your purchase is in full compliance with the laws of the country into which the Goods are being imported. Please be aware that Goods may be inspected on arrival at port for customs purposes and we cannot guarantee that the packaging of your Goods will be free of signs of tampering.
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.
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 license will not constitute a basis to cancel a purchase or delay payment for it.
- BREACH BY YOU
8.1 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) in accordance with clause 3.1 above, or if prior to you paying the Price in full you fail to comply with the obligations set out in clauses 6 and 7 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:
8.1.1 terminate the contract for sale, repossess the Work and claim damages for any loss we have suffered; or
8.1.2 at our election, treat the sale as cancelled, and repossess the Work, in which case (and only in which case) and as your sole and exclusive right and remedy 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.
8.2 We shall also have the right to repossess the Work and cancel the sale if before you make full payment of the purchase 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; or an application for an interim order for a voluntary arrangement, or for the appointment of an administrator; or the appointment of an administrative or other receiver).
8.3 Where we notify you of the exercise of our right to repossession, at our option you will within seven days of such notice, return the Work to our premises 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).
- LIMITATION OF OUR LIABILITY
Any claim against us must be brought within a period of six years from the date of the invoice for the Work or, if we have been guilty of any fraud or deliberately concealed a relevant fact in relation to the Work within six years after you have discovered this, or could have discovered it if you were reasonably diligent. We shall not accept any claim after these periods. We shall not be liable for loss of profits, business, revenue (whether direct or indirect) or indirect or consequential loss or damage, if any, which you may suffer in connection with buying the Work howsoever arising including negligence. Any liability to you for breach of our obligations whether in contract, tort (including negligence) or otherwise, shall be limited to the price paid for the Work provided that nothing in this clause 9 limits or excludes our liability for: (a) death or personal injury caused by our negligence or any of our agents; and/or (b) fraud or fraudulent misrepresentation; and/or (c) our wilful default.
We will have the right, but not the obligation, 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 and we will then refund the Price paid. The refund of the Price paid will constitute your sole remedy and recourse against us with respect to such claims.
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. For the avoidance of doubt, this sale does not transfer or assign or licence any copyright or other intellectual property rights to you. During the period in which the Work is protected by copyright, the copyright remains with the artist (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 or do any other act restricted by copyright. If such rights are sought, you should contact the copyright owner.
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 sent by post, or delivered by hand, to our address on our invoice or to your last known address as notified to us by you as the case may be and shall be deemed delivered on delivery if by hand or on the third day after posting if posted.
- FURTHER INFORMATION: NON – TRADE BUYERS
This clause applies only where the sale of the Work is to a natural person acting for purposes outside his business. It is not our standard policy to sell works of art exclusively by electronic mail/other methods of distance communication. However, where a contract for the sale of the Work is concluded exclusively through such distance communication, the Consumer Protection (Distance Selling) Regulations 2000 (included as amended) apply and accordingly:
14.1 If you have concluded a transaction exclusively at a distance you have the right to cancel the contract for the purchase of the Work in question within 7 working days, beginning with the day after the day the Work is collected/delivered.
14.2 This right extends only to Works returned in the same condition in which they were sold. You will be responsible for the costs of returning the Work to us unless we delivered the Work to you in error. If we do not receive the Work back from you, we may arrange for collection of the Work from you at your cost.
14.3 The amount refunded will be the agreed contract price less the initial cost of delivery to you.
- LAW AND JURISDICTION
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 and both parties agree to submit to the exclusive jurisdiction of the English Courts subject always to clause 16.
16.1 Notwithstanding clause 15 above, either party may, by giving written notice to the other, elect to have any disputes arising out of, or in connection with, the sale and purchase of the Work referred to a single arbitrator in London to be resolved in accordance with the Arbitration Act 1996. The seat of such an arbitration will be London and the language to be used in the arbitral proceedings will be English. In the event that the parties cannot agree upon an arbitrator either party may apply to the President of the Law Society of England and Wales for the time being to appoint as arbitrator a Queen’s Counsel of not less than 5 years standing. The decision of the arbitrator shall be final and binding.
16.2 Save that the parties acknowledge each other’s right to seek, and the power of the High Court to grant, interim relief, no Court action shall be brought in relation to any claim or dispute until the arbitrator has made a final award.
- GENERAL TERMS
17.1 Both parties agree that in entering into the agreement neither party relies on, nor has any remedy in respect of, any statement, representation or warranty (“Representation”), negligently or innocently made to any person (whether party to this agreement or not) including without limitation any Representation made prior to or at the same time as the agreement is entered into, other than as expressly set out in the agreement as a warranty. The only remedy for breach of any warranty shall be for breach of contract under the agreement. Nothing in the agreement shall operate to limit or exclude any liability for fraud or fraudulent misrepresentation.
17.2 The benefit of the agreement and the rights thereunder shall not be assignable by you and any attempt to assign your obligations shall be null and void. None of our obligations under this Agreement are transferable to subsequent purchasers or other future possessors of the Work. We may sub-contract or assign our obligations.
17.3 We shall not be liable for any breach of the agreement due to causes or events outside our reasonable control. In such circumstances we shall be entitled to exercise our rights under clause 8.1.2.