TERMS AND CONDITIONS OF SALE FOR BROWSE AND DARBY GALLERY
(as recommended by the Society of London Art Dealers)
It is important that you read and understand these terms and conditions before proceeding with this transaction. If there is any term that you do not understand or do not wish to agree to, please discuss it with a representative of Browse & Darby Gallery (us). Only proceed with this transaction if you wish to be bound by the terms and conditions set out below.
1. PURPOSE AND EFFECT
1.1 These terms and conditions 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 or items identified in the invoice, which we refer to below as “the Work”.
We confirm that we either own the Work or are authorised to sell it on behalf of the owner.
Browse & Darby Gallery gallery is registered in England (registered number 01320063) and its registered address is at 34 Bury Street, London, SW1Y 6AU
1.2 If you wish to rely on any variation of, or addition to these terms and conditions, 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
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
2.3
3.
3.1
invoice (unless stated otherwise on
3.2
your consent to the proposed use of your data.
6. COLLECTION OF THE WORK AND PASSING OF RISK
6.1 You must collect the Work from our premises at an agreed date and time, within 28 days of the date of payment, unless it is agreed in writing that:
6.1.1 you should collect it elsewhere.
6.1.2 we should deliver it to you; or
6.1.3 you should make your own arrangements for someone else to collect it for you.
6.2 Subject to clause 6.3 below, in all cases, 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 collection including if damage or loss is sustained during collection or transit.
6 3 If however, we permit you to take delivery of the Work without your agreement to purchase it, for example on approval, we will continue t o be responsible for insuring it.
7. PASSING OF OWNERSHIP
7.1 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.
7.2 If you have possession of the Work before full payment has been made, you must:
7.2.1 keep possession of it, not sell it or hand it over to any other person or dispose of any interest in it;
7.2.2 in the case of a Work consisting of more than one item, keep those items together.
7.2.3 keep any identifying marks showing that we own the Work clearly displayed.
7.2.4 store the Work on your premises and at no cost to us, separately from other property;
7.2.5 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
7.2.6 preserve the Work in the same state as it was on delivery and, not restore, repair, clean or reframe it without our written consent.
8. EXPORT
8.1 If the Work is to be exported from the United Kingdom, whether to other countries within the European Union or outside the European Union, we will normally make appropriate arrangements for export and shipment and may make a reasonable additional charge for doing so.
8.2 If, contrary to our normal practice, we allow you to make arrangements for export of the Work, you must:
8.2.1 comply with all requirements of any relevant tax authorities (that is, any authority imposing administrating or collecting any tax, duty or levy including HM Revenue and Customs), any export licensing authorities and any other relevant official bodies ;
8.2.2 provide us with all the relevant documents showing proof of export without delay and in any event within 7 days from the date of shipment; and
8.2.3 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
8.3 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.
8.4 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.
8.5 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.
9. BREACH BY THE BUYER
9.1 If you fail to pay the purchase 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 purchase price in full you fail to comply with the obl igations set out in clauses 7 and 8 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:
9.1.1terminate the contract for sale, repossess the Work and claim damages for any loss we have suffered; or
9.1.2 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 purchase price you have paid,
and restoration of the Work.
9.2 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).
9. 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 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).
10. LIMITATION OF OUR LIABILITY
10.1 Any claim against us must be brought within a period of 6 years from the date of the invoice for the Work or, if we
diligent. We shall not accept any claim after these periods.
10.2 We shall
in clause 1.1 is the supplier of the Work sold to you and is the party to whom any complaints or comments should be directed.
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 14 days from the day on which you acquire, or a third party other than the carrier and indicated 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.
15.1 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.
15.2 If you are purchasing the Work as a consumer, the courts of England and Wales will have non-exclusive jurisdiction in
and conditions. If you are not purchasing the Work as a consumer, the courts of England and Wales will have