CONDITIONS OF SUPPLY
These Conditions of Supply set out the terms on which ArtAncient Limited (company number: 06376708) of 31 Imperial Road, London, England, SW6 2FR, UK (“We” “us”) sells Works and / or provides Services.
1. Definitions
In these Conditions of Supply, the following expressions have the following meanings:
“Consumer” as defined in the Consumer Rights Act 2015;
“Contract” means these Conditions of Supply and the Invoice together forming a contract between us and the Purchaser for the sale of the Work and/or recipient of the Services;
“Delivery” means when the Work is delivered to or made available for collection at the address stated on the Invoice;
“Details” means the details in relation to the condition, origin, age, significance, provenance, history, value, title, marketability, and importance of the Work;
“Forgery” means that the Work is a modern-day imitation conceived with a fraudulent intention to deceive as to authorship, origin, age, period, culture, and / or source. Forgery does not include Works that are authentic antiquities but have been restored;
“Invoice” means the invoice which is issued by us to the Purchaser in respect of the Contract which incorporates these Conditions of Supply;
“Title” means only the legal and beneficial title that we have, as recognised under the laws of England and Wales;
“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” as defined in clause 6.1; and
“Work” means the objects, works, or works of art, as specified in the Invoice.
2. CONTRACT AND SALE
2.1 A Contract to purchase a Work or procure Services is agreed and takes effect on the earlier of
(i) full payment of the Purchase Price (or fee for Services); or
(ii) written acceptance of the Invoice or scope of Services as applicable. Unless otherwise agreed in writing, all sales of Works or Services provided by us shall be in accordance with and subject to these Conditions of Supply.
2.2 For some transactions, we are required to carry out due diligence procedures to identify Purchasers and the source of funds. We may ask for the Purchaser’s assistance in meeting these obligations, but will endeavour to keep these requirements to a minimum. If the Purchaser is acting on behalf of another buyer, this may include details of the ultimate buyer but we cannot and will not use this information for any other purpose. Our full privacy statement (including document retention) can supplied on request. If we do not receive sufficient information, we may be unable to complete the sale and shall not be liable for cancellation as a result of inadequate or insufficient information.
3. RISK, TITLE, AND INSURANCE
3.1 Title in the Work passes to the Purchaser upon receipt of the full Purchase Price, together with any taxes, costs or other amounts specified on the Invoice, in cleared funds (“Payment”).
3.2 Risk of loss or damage to the Work passes to the Purchaser on Delivery and the Purchaser shall be responsible for insuring the Work from the date of Delivery.
4. work DELIVERY and cancellation
4.1 Save for any specific delivery instructions agreed with us, following Payment, we shall either arrange for our preferred shippers to pack and transport the Work to the Delivery address stated on the Invoice or make the Work available for collection by the Purchaser. The Purchaser shall ensure that a suitable representative is available to take possession of the Work at the Delivery address on the date notified by us (“Delivery Date”). If the Purchaser fails to collect or take delivery of the Work on the Delivery Date, we may charge the Purchaser for additional costs incurred, including storage and administration fees.
4.2 Unless otherwise stated herein, delivery dates and times are estimates only and are not of the essence. We shall not be liable for any delay in Delivery that is caused by the Purchaser’s failure to provide information and documentation required for Delivery.
4.3 The Purchaser shall be responsible for inspecting the Work on Delivery and notifying us in writing of any damage to the Work. If the Purchaser has not notified us of any such damage within fourteen (14) days of the Delivery Date then the Purchaser shall be deemed to have accepted the Work. This period shall be extended to 30 days if the Purchaser is a Consumer.
4.4 Save for clause 4.3 above, and this clause 4.4, purchases are non-refundable. If the sale qualifies as an “off-premises contract” or a “distance contract”, and the Purchaser is a Consumer, the Purchaser may cancel the purchase without cause at any time up to the end of 14 calendar days after the Delivery Date (the “Cancellation Period”). The Purchaser must notify us of its decision to cancel by a clear statement (e.g. a letter sent by post or email), before the Cancellation Period expires. A model cancellation form is set out below. If the Purchaser cancels the sale during the Cancellation Period, we will reimburse the Purchase Price without undue delay, and no later than (a) 14 calendar days after the day we receive the Work; or (b) (if earlier) 14 calendar days after the date the Purchaser provides evidence that the Work has been shipped. Reimbursement shall be made using the same payment method as the initial purchase. The Purchaser is liable for any diminished value of the Work if handling of the Work went beyond what was necessary to establish the nature and characteristics of the Work. If the Work is returned damaged, we will deduct from the refund a reasonable amount for the cost of repair or loss in value resulting from such damage.
4.5 Unless we elect to collect the Work, the Purchaser shall send back the Work or hand deliver it to such address specified by us, without undue delay and in any event no later than 14 calendar days from the day on which the Purchaser notifies us of the return. The Purchaser bears the cost of returning the Work, including any shipping, packing, insurance and import duties incurred as a result of the return, and shall be responsible for ensuring that any and all necessary export licences are granted in order to complete the return.
Model Cancellation Form
To: ArtAncient Limited; Phone: +44 (0)20 3621 0816; Email: info@artancient.com
I hereby give notice that I cancel my contract for the sale of the following Works ordered/received on:
Name and address of Consumer:
Signature of Consumer (only if this form is notified on paper) and date:
5. PAYMENTS
5.1 Unless otherwise specified, all amounts on the Invoice are exclusive of any tax, levy or similar governmental charge (including value added sales tax, or use tax, or export or import taxes) which shall be paid by the Purchaser at the rate and in the manner prescribed by law.
5.2 The Purchase Price and all other amounts specified on the Invoice shall become payable on the due date specified on the Invoice, time being of the essence. Interest shall be payable by the Purchaser on any overdue amounts at the rate of five percent (5%) per annum above the Lloyds Bank plc base rate from time to time which accrues daily from the due date until payment of the overdue amount.
6. services
6.1 We may provide certain ancillary Services within our knowledge and expertise including but not limited to providing information, materials or carrying out research in relation to works of art, antiques and objects, or providing advisory services in relation to potential acquisition, works within a collection or comparables, or preparing written valuations, appraisals and condition reports (“Services”). The scope of such Services is limited to the scope agreed by us in writing. Unless expressly agreed in a signed and witnessed Agency Appointment, we are not acting as agent or representative of the Purchaser (or client) and shall not be required to comply with the fiduciary duties of an agent. To avoid a conflict of interest, we cannot provide appraisals or valuations for a Work that is for sale through us. Fees shall be agreed in advance where possible and shall be payable on the date specified on the Invoice, plus disbursements or expenses. When we provide Services pursuant to this clause 6.1, particularly in respect of acquisitions or advice outside of Works for sale by us, these Conditions of Supply will only apply to the extent that they are relevant to Services we provide, and those clauses relating to the sale of a Work by us (namely clauses 3, 4, 7.3, 8, 9, 11) shall not apply to Services.
7. LIMITED ASSURANCES
7.1 We provide relevant information and opinion about a Work to the Purchaser (or another object in the case of Services) in good faith, using reasonable skill and care based on our experience in the antiquities field at the time of sale and on the reasonable due diligence carried out in relation to Works we sell. However, the Purchaser acknowledges that (i) we may not provide full details of recent provenance, including the source of the Work and recent sales, as such information may be confidential, or harm our legitimate business interests; and (ii) information about antiquities is often a matter of professional opinion or scholarly research and new information may come to light which may alter our opinions in the future, including the Details of a Work (or other object in the case of Services). Except for the limited guarantee contained in clause 9 which only applies to Works sold by us, we make no representation, warranty, or guarantee as to the Details of the Work or any other object in the case of Services, the completeness or accuracy, or to the merchantability, fitness for a particular purpose or description of a Work or other object. Any statement we do make in this regard, whether oral or in writing, reflects our opinion only at the time of sale or service, is not a statement of fact, and cannot be relied upon by the Purchaser or a third party.
7.2 We are not financially regulated, and are unable to provide financial or investment advice. Neither the Purchase Price for a Work (or valuation of another object in the case of Services), nor any statements made by us can therefore be taken to be an indication of the current or future market value, or marketability.
7.3 The sale of the Work is not a sale by description. As is industry standard, save for the limited guarantee below, any Details, dimensions, weights or other measurements, photographs or videos provided by us in respect of the Work are not definitive and must not be relied on by the Purchaser.
8. Condition
8.1 The Work is an antiquity (or for use with antiquities) and should be handled carefully by those with the necessary expertise. Due to the age and fragility of antiquities, the Purchaser is encouraged to seek specialist advice on the appropriate storage, display, transport and ongoing conservation or safekeeping for the Work.
8.2 We make every effort using our knowledge and expertise to accurately describe the Work’s condition however the Works are ancient objects and sold “AS IS” and the Purchaser acknowledges that every imperfection that exists will not be described, whether or not we are engaged to formally carry out a condition report. As is established practice in the art market, condition reports may be provided as a courtesy but are not to be relied upon. The Purchaser is encouraged to consult an independent expert to verify the condition or Details.
9. LIMITED GUARANTEE
9.1 We guarantee that to the best of our knowledge and belief, the Work is a genuine antiquity, and is not a Forgery. Words set out in bold on the Invoice are also guaranteed by us as true and accurate in accordance with this limited guarantee. Subject to clause 9.1.1 and 9.1.2 below, if within five (5) years of Delivery, the original Purchaser notifies us that the Work is a Forgery, or that the wording in bold is false, then the Purchaser’s sole and exclusive remedy is to cancel its purchase and receive a refund of the Purchase Price, provided that:
9.1.1 The Purchaser provides full details and evidence of its assertion that the Work is a Forgery and/or that the words in bold are false, including, at its cost, written opinions of two recognised experts (to be mutually agreed with us) who are suitably qualified to opine on the authenticity of the type, origin and age of the Work; and
9.1.2 The Purchaser has returned the Work (at its cost) in the same condition as at the time of sale.
9.2 This limited guarantee does not apply where (i) scholarship or research has developed, or new facts have come to light since the date of Delivery, which were not widely known or generally accepted in the industry at the time of the sale; or (ii) at the time of sale, the Forgery or inaccuracy of the words in bold would have been discoverable only by processes not commercially available or accepted, disproportionately expensive or impractical to use; or likely to have caused damage to the Work. This limited guarantee may not be transferred to third parties or a subsequent purchaser or successor in title.
10. COPYRIGHT and CONFIDENTIALITY
10.1 The Purchaser shall not obtain any copyright or other intellectual property rights, licence or other rights to publish, disseminate or reproduce materials (e.g. images, documents, descriptions) relating to the Work (or the Services) without the permission of us, other than for private use.
10.2 Information that is not otherwise in the public domain concerning the business, affairs, customers, clients, or our suppliers, details about our acquisition of the Work, our research and opinions about the Work, our Services to the Purchaser, and the existence and terms of the Contract are confidential and the Purchaser shall not disclose such information for any purpose, other than to perform its obligations under these Conditions of Supply, as required by law, court of competent jurisdiction, or governmental or regulatory authority. The Purchaser acknowledges and agrees that damages alone would not be an adequate remedy for a breach of this clause 10 and that we shall be entitled to seek the remedies of injunction, specific performance and other relief for any threatened or actual breach.
11. IMPORT AND EXPORT
11.1 Laws, regulations and import requirements relating to cultural objects and antiquities differ greatly between different jurisdictions, as does recognition of good title to such objects. Some countries may also enter into specific agreement with one another relating to the import and export of cultural property. As is typical for antiquity, the Work may have previous owners or export history that is unknown. Whilst we endeavour to provide all relevant historical provenance in our possession, we cannot warrant or represent the accuracy or completeness of such provenance or the Details, or that this will be sufficient to import the Work, or to give the Purchaser unencumbered title in every country throughout the world. The Purchaser is encouraged to seek professional advice in the destination country prior to importing the Work.
11.2 Unless otherwise agreed in writing, sales are not conditional on the granting of any requisite import or export licence, permission, consent or other documentation (“Import/ Export Paperwork”). It shall be the responsibility of the Purchaser to ensure that it has or shall comply with any such requirements necessary to export and/or import the Work, including, where applicable, to enable the Work’s return under clause 4.5. We may assist the Purchaser in obtaining any Import/ Export Paperwork but we shall not be responsible for any failure or delay in exporting or importing the Work.
11.3 Where the Work is a sale for export and value added tax (“VAT”) has not been charged as a result, the Purchaser shall, and shall procure that its shippers or representatives shall comply with all requirements of HM Revenue & Customs in completing and providing all necessary documentation, including proofs of export and Bills of Lading, to us within the prescribed time limits. The Purchaser hereby indemnifies us against any claims or costs made against or incurred by us for VAT or any other costs, expenses, liabilities, demands, penalties incurred by reason of the Purchaser’s failure to comply with the formalities referred to in this clause 11.3.
12. Liability
12.1 Nothing in the Contract limits or excludes our liability for: (a) death or personal injury caused by negligence; or (b) fraud or fraudulent misrepresentation. We are not liable (i) for the statements, data, information and opinions of others, (ii) for any deterioration of the Work after the sale, (iii) in circumstances where the Purchaser fails to comply with reasonable instructions on the handling, installation or maintenance of the Work.
12.2 Save for where 12.3 applies, we exclude any liability for breach of any term, warranty or condition which may be implied by the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982. Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the Contract, shall be limited to the Purchase Price or, in respect of Services the fee. We shall not be liable for any loss of profits, loss of business, goodwill, loss of anticipated savings or for any special, indirect, incidental, or consequential loss, costs, damages, charges or expenses to the fullest extent permitted by law.
12.3 If the Purchaser is a Consumer: We shall not be liable for any loss or damage that is not foreseeable (loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by us and the Purchaser at the time the Contract was agreed).
13. GENERAL
13.1 Neither party shall be liable for any failure of, or delay in, the performance of their obligations in the Contract for the period that such failure or delay is due to causes beyond their reasonable control, including, but not limited to, acts of God, pandemics, war, fire, terrorist activity, strikes or labour disputes, embargoes, or government orders or regulation.
13.2 These Conditions of Supply apply to the Contract to the exclusion of any other terms. The Contract supersedes any prior contracts, arrangements and undertakings between us and the Purchaser in relation to the Work/ Services and constitutes the entire contract between them. Changes to the Contract must be in writing and signed by authorised representatives of both parties.
13.3 The Purchaser acknowledges and agrees that in entering into the Contract it has not relied on any statement or representation other than as expressly set out in the Contract.
13.4 The Purchaser shall not be entitled to the benefit of any set-off and sums payable to us shall be paid without any deduction whatsoever. The Purchaser shall not be entitled to assign or otherwise transfer the Contract or the rights therein without our prior written consent.
13.5 Any notice pursuant to or in connection with the Contract shall be in writing and delivered by hand or by post to our registered office, and in the case of the Purchaser to its address specified in the Invoice. Notices are deemed delivered on delivery if by hand or the third day after posting.
13.6 If any part of the Contract 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.
13.7 This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales. All disputes, claims, controversies, and disagreements arising in connection with the present Contract, or further agreements resulting therefrom, shall be settled in accordance with the CAfA Arbitration Rules, consisting of the Arbitration Rules of the Netherlands Arbitration Institute supplemented and modified by the AiA/NAI Adjunct Arbitration Rules.