Terms of sale
ARTANCIENT LIMITED CONDITIONS OF SUPPLY
These Conditions of Supply set out the terms on which ArtAncient Limited (company number: 06376708) of 31 Imperial Road, London, SW62FR (“ArtAncient”) sells Works and / or provides Services.
In these Conditions of Supply, the following expressions have the following meanings: “Contract” means the contract between ArtAncient and the Purchaser for the sale of the Work and/or provision of Services in accordance with these Conditions of Supply; “Invoice” means the invoice (attached to these Conditions of Supply) which is issued by ArtAncient to the Purchaser in respect of the Contract; “Purchaser” means the purchaser of the Work and / or Services, as specified in the Invoice; “Purchase Price” means the price of the Work and / or Services, as specified in the Invoice; “Services” means the services to be provided by ArtAncient, as specified in the Invoice; and “Work” means the objects, works, or works of art, as specified in the Invoice.
2 CONTRACT AND SALE
2.1 A Contract is agreed and takes effect when the Invoice is issued by ArtAncient to the Purchaser. An agreed Contract forms a contract incorporating these Conditions of Supply.
2.2 ArtAncient shall: (a) sell, and the Purchaser shall purchase, the Work; and (b) provide, and the Purchaser shall purchase, the Services, in accordance with these Conditions of Supply.
2.3 The Purchaser shall, on request by ArtAncient, provide such information and documentation required to: (a) confirm the Purchaser’s identity and perform other checks in accordance with industry practice; and (b) facilitate the sale and delivery of the Work and/or provision of the Services.
3 WORK DELIVERY AND CANCELLATION
3.1 Following receipt by ArtAncient of the Purchase Price in cleared funds, the Work will be delivered to the delivery address specified in the Invoice on or around the delivery date notified to the Purchaser. If the Invoice specifies that delivery is at ArtAncient’s address, then the Purchaser shall (itself or using its delivery agent) collect the Work on delivery. Delivery shall be deemed to occur upon receipt of the Work. Evidence that the Work has been signed for at the delivery address specified in the Invoice shall constitute sufficient proof of delivery.
3.2 Any delivery dates or times quoted by ArtAncient are estimates only, and the date or time of delivery is not of the essence. ArtAncient shall not be liable for any delay in delivery that is caused by the Purchaser’s failure to provide information and documentation that are relevant to delivery. Any specific delivery instructions requested by the Purchaser (as specified in the Invoice) are final, unless otherwise agreed by ArtAncient. The Purchaser is responsible for checking any local laws that may prohibit legal importation of the Work to their address.
3.3 The Purchaser shall inspect the Work on delivery, and shall immediately notify ArtAncient in writing of any unspecified damage to the Work. If the Purchaser has not notified ArtAncient of any such damage within a fourteen (14) day period from the day following delivery of the Work then the Purchaser shall be deemed to have accepted the Work.
3.4 The Purchaser may cancel the purchase of the Work at any time before the end of a fourteen (14) day period from the day following delivery of the Work, and: (i) such cancellation must be made in writing to ArtAncient; (ii) the Work must be returned to ArtAncient within fourteen (14) days of cancellation in the same state and condition in which it was delivered to the Purchaser; (iii) the Purchaser will be responsible for the costs of any packing, delivery, and insurance cover for the return of the Work to ArtAncient (except where ArtAncient elects to collect the Work); and (iv) subject to such return of the Work, ArtAncient will refund the Purchase Price for the Work if already paid by the Purchaser.
4 RISK, TITLE, AND INSURANCE
4.1 Risk of damage to, deterioration in, or loss of, the Work passes to the Purchaser on delivery. Responsibility for insuring the Work passes to the Purchaser on delivery. Title in the Work passes to the Purchaser when ArtAncient has received the Purchase Price in cleared funds.
4.2 If the Purchaser fails to collect or take delivery of the Work on delivery then ArtAncient may charge the Purchaser for ArtAncient’s reasonable costs of storage, insurance, and re-delivery, and related administration costs.
5.1 ArtAncient shall provide the Services using all reasonable care and skill. ArtAncient shall use reasonable endeavours to meet any dates or time for the Services specified in the Invoice, but such dates or time are estimates only, and the date or time of performance is not of the essence. ArtAncient shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services.
5.2 If the Services involve ArtAncient acting on behalf of the Purchaser (e.g. as a bidding, sales, or purchase agent) (as specified in the Invoice) (“Agency Appointment”) then the Purchaser shall: (a) appoint ArtAncient as its exclusive agent for the Agency Appointment (with authority to conclude and enter into contracts on behalf the Purchaser): (b) in its relations with ArtAncient, act dutifully and in good faith; (c) indemnify ArtAncient against any losses and liabilities which ArtAncient may incur as a result of acting within the scope of its Agency Appointment; and (d) reimburse ArtAncient for all expenses, costs, and charges incurred by ArtAncient within the scope of the Agency Appointment.
6 PURCHASE PRICE AND PAYMENT
6.1 Except where expressly agreed as a Service, ArtAncient has not agreed to professionally appraise or value the Work under these Conditions of Supply. The Purchaser agrees that the Purchase Price is not an indication of the Work’s current or future market value.
6.2 The Purchase Price shall become payable on the date of the Invoice. The Purchase Price is payable in the currency specified in the Invoice and is exclusive of any tax, levy or similar governmental charge (including value added, sales, or use tax, or export or import tax) which shall be paid by the Purchaser at the rate and in the manner prescribed by law. Payment of the Purchase Price becomes due immediately on the date of the Invoice (except where the Invoice states that the Purchase Price is payable in instalments, in which case each such instalment becomes due immediately on the corresponding instalment payment date specified in the Invoice). Interest shall be payable by the Purchaser on any overdue amounts at the rate of three percent (3%) per annum above the Barclays Bank plc base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.
6.3 If the Purchaser’s payment of the Purchase Price for the Work is to be reversed (e.g. a credit card chargeback will occur) then the Purchaser shall: (i) notify ArtAncient in writing of before such reversal; (ii) return the Work to ArtAncient within fourteen (14) days of such reversal in the same state and condition in which it was delivered to the Purchaser; and (iii) be responsible for the costs of any packing, delivery, and insurance cover for the return of the Work to ArtAncient (except where ArtAncient elects to collect the Work).
7.1 If the Purchaser is acting as a consumer in respect of the Contract then the Purchaser has certain legal rights as a consumer in relation to the Contract, and nothing in these Conditions of Supply will affect these legal rights.
8 LIMITED ASSURANCES
All statements and representations made by ArtAncient as to the Work and Work Details or as part of the provision of the Services are ArtAncient’s opinion only and are not warranted by ArtAncient (save that this shall not operate to exclude any liability on ArtAncient’s part for fraud or fraudulent misrepresentation). ArtAncient is not responsible for the consequences of any changes in expert opinion or scholarship relating to the Work and/or the subject matter of the Services which may take place before or after the Contract is agreed. ArtAncient shall not be liable if statements and representations as to the Work Details and/or the subject matter of the Services are later determined to be inaccurate or untrue, provided ArtAncient made such statements and representations in good faith and did not make such statements and representations fraudulently. In this clause, “Work Details” means the Work’s authenticity, attribution, description, date, age, provenance, title, ownership, value, and condition. Any dimensions, weights or other measurements, details, or photos, provided by ArtAncient in respect of the Work are not definitive and must not be relied on by the Purchaser. The Work is an antiquity (or for use with antiquities) and should be handled carefully only by competent adults. All statements and representations made by ArtAncient as to the use of a third party’s services by the Purchaser are ArtAncient’s opinion only and are not warranted by ArtAncient (save that this shall not operate to exclude any liability on ArtAncient’s part for fraud or fraudulent misrepresentation).
8.1 The Work is sold with all faults and imperfections that exist, and the Purchaser agrees that it is responsible for carrying out its own checks and verifications (including in respect of the Work Details) in agreeing to purchase the Work.
8.2 If the Work is a forgery (as determined by a generally accepted scientific test or written scholarly opinion of a recognised expert in the relevant field (as agreed by ArtAncient and the Purchaser, both acting reasonably)) then the Purchaser’s sole and exclusive remedy is a right to cancel its purchase of the Work and receive a full refund of the Purchase Price for the Work, provided that the Purchaser returns the Work to ArtAncient within fourteen (14) days of such determination in the same state and condition in which it was delivered to the Purchaser (and in respect of such return the Purchaser shall be responsible for the costs of any packing, delivery and insurance cover (except where ArtAncient elects to the collect the Work)). In this clause, “forgery” means that the Work is an imitation conceived with a fraudulent intention to deceive as to authorship, origin, age, period, culture, and / or source but excludes any restoration work to the Work.
9 COPYRIGHT AND CONFIDENTIALITY
9.1 Nothing in the Contract or these Conditions of Supply shall have the effect of transferring ownership to the Purchaser of any copyright or other rights in materials (e.g. images, documents, descriptions) relating to the Work. Such materials can only be used and/or provided to a third party with ArtAncient’s permission. ArtAncient retains the right to use such materials at its discretion after the sale of the Work.
9.2 The Purchaser shall not use any confidential information concerning the business, affairs, customers, clients, or suppliers of ArtAncient, the Work, the Services, and the existence and terms of the Contract (“confidential information”), for any purpose other than to perform its obligations under these Conditions of Supply. The Purchaser shall not at any time disclose to any third party any confidential information, except as permitted by this clause 9.2. The Purchaser may disclose such confidential information: (a) to its employees, officers, or professional advisers who need to know such information for the purposes of performing the Purchaser’s obligations under these Conditions of Supply (provided the Purchaser procures that such recipients agree to comply with this clause 9.2); and (b) as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
10.1 Nothing in the Contract or these Conditions of Supply limits or excludes ArtAncient’s liability for: (a) death or personal injury caused by negligence; or (b) fraud or fraudulent misrepresentation.
10.2 If the Purchaser is not acting as a consumer in respect of the Contract, then, except as set out in clause 10.1: (a) ArtAncient shall not be liable to the Purchaser for any: (i) loss of profits, business, revenue, goodwill, or contracts; or (ii) indirect or consequential loss, arising out of or in connection with the Contract; and (b) ArtAncient’s total aggregate liability under or in relation to the subject matter of the Contract shall not exceed the Purchase Price, regardless of whether such liability arises from any breach of contract, tort, breach of statutory duty, or otherwise.
10.3 If the Purchaser is acting as a consumer in respect of the Contract, then, except as set out in clause 10.1, ArtAncient shall not be liable to the Purchaser for any loss or damage that is not foreseeable (loss or damage is foreseeable if it is an obvious consequence of ArtAncient’s breach or if it was contemplated by ArtAncient and the Purchaser at the time the Contract was agreed).
11.1 Where the Work is to be exported from the United Kingdom by ArtAncient for delivery, the Contract is conditional on the granting of any requisite export licence or permission, which ArtAncient shall use reasonable endeavours to obtain. The Purchaser shall provide all reasonable information and cooperation to ArtAncient in respect of obtaining such export licence or permission.
11.2 Where the Work is to be exported from the European Union for delivery and value added tax (“VAT”) has not been charged because, by reason of such intended export, the Work is zero rated or not subject to VAT, both ArtAncient and the Purchaser shall take all necessary steps to ensure that there is compliance with the time limits and formalities laid down by HM Revenue & Customs and that such documentation as is required, including any necessary proofs of export and Bills of Lading, are fully and properly completed. The Purchaser shall reimburse ArtAncient against any claims made against ArtAncient for VAT or any other costs, expenses, liabilities, demands, or penalties incurred by reason of the Purchaser’s failure to observe and comply with the formalities referred to in this clause 11.2.
12.1 ArtAncient and the Purchaser shall not be liable for any failure of, or delay in, the performance of their obligations in the Contract or under these Conditions of Supply for the period that such failure or delay is due to causes beyond their reasonable control, including, but not limited to, acts of God, war, fire, terrorist activity, strikes or labour disputes, embargoes, or government orders or regulation.
12.2 These Conditions of Supply apply to the Contract to the exclusion of any other terms that the Purchaser seeks to impose or incorporate. All warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. If there is a conflict between the terms of these Conditions of Supply and the terms of the Contract, the terms of these Conditions of Supply shall prevail. The Contract and these Conditions of Supply supersede any prior contracts, arrangements and undertakings between ArtAncient and the Purchaser in relation to its subject matter and constitute the entire contract between them relating to the subject matter. Changes to the Contract shall only be valid if made in writing and signed by authorised representatives of ArtAncient and the Purchaser.
12.3 The Purchaser acknowledges and agrees that in entering into the Contract it has not relied on, nor has any remedy in respect of, any statement or representation made to any person other than as expressly set out as a term in the Contract or these Conditions of Supply, and the only remedy available in respect of such term shall be for breach of contract (unless the statement or representation was made fraudulently).
12.4 The Purchaser shall not be entitled to the benefit of any set-off and sums payable to ArtAncient shall be paid without any deduction whatsoever. In the event of non-payment ArtAncient shall be entitled to obtain and enforce judgment without determination of any cross claim by the Purchaser. The Purchaser shall not be entitled to assign or otherwise transfer the Contract or any of the rights and duties thereunder without the prior written consent of ArtAncient.
12.5 Any notice pursuant to or in connection with the Contract or these Conditions of Supply shall be made in writing and shall be delivered by hand or by post to ArtAncient’s registered office at the time of posting, and in the case of the Purchaser to its address specified in the Invoice, and shall be deemed to have been delivered on delivery if by hand or on the third day after posting if posted.
12.6 If any part of the Contract or these Conditions of Supply is held unlawful or unenforceable that part shall be struck out and the remaining terms shall remain in effect. The parties hereby exclude to the fullest extent permitted by law any rights of third parties to enforce or rely upon any of the provisions of the Contract or these Conditions of Supply.
12.7 The Contract and any non-contractual obligations arising from or in connection with it are governed by the laws of England. If the Purchaser is acting as a consumer in respect of the purchase of the Work, the Contract and any non-contractual obligations arising from or in connection with it are subject to the non-exclusive jurisdiction of the courts of England and Wales. If the Purchaser is not acting as a consumer in respect of the purchase of the Work, the Contract and any non-contractual obligations arising from or in connection with it are subject to the exclusive jurisdiction of the courts of England and Wales.