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 one of our representatives. 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 in writing. Only proceed with this transaction if you wish to be bound by the terms & conditions set out below.
1. PURPOSE AND EFFECT
1.1. These terms and conditions set out all the terms of the agreement other than price between you as buyer and us, Waddington Custot Galleries, 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”. Waddington Custot Galleries is registered in England (Registered Number 00872520) and its registered address is at 11 Cork Street, London, W1S 3LT.
1.2. We confirm that we either own the work or are authorised to sell it on behalf of the owner.
2. 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 (save that this shall not operate so as to exclude any liability on our part for misrepresentation) 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.
2.3. You are responsible for satisfying yourself as to any statements made by us as to the matters set out in clauses 2.1 and 2.2 above.
3. PAYMENT OF PURCHASE PRICE
3.1. You must pay us the full price for the work, together with delivery costs, any value added tax (VAT) and any amounts payable to us under clause 7 below but excluding any deposit or advance that you may already have paid, by bank transfer or such other methods as we agree, within 30 days after the date of the invoice (unless stated otherwise on the invoice). If we agree with you that the sale is dependent on the issue of an export licence, payment must be made, in the same way, within 7 days after the issue of the export licence. In either case, payment has not been made until we have received cleared funds representing the full amount.
3.2. We will charge you interest on any outstanding sums at the rate set out in the Late Payment of Commercial Debts (Interest) Act 1998, or (where that Act does not apply) at the rate of 2% per annum above Bank of England base rate from the date when payment was due until payment is made in full.
4. 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, we may pay that third party a commission based on the value of the work. Details will be provided on request.
5. DELIVERY/COLLECTION OF THE WORK AND PASSING OF RISK
5.1. We may in our sole discretion, permit you to collect or take delivery of the work (including as the case may be, on approval) before we have received full payment for it. Until we receive full payment in cleared funds you will not be the owner of the work and we will retain title to it.
5.2. If you wish us to deliver/make arrangements for delivery of the work to you, you must provide details of the delivery address and agree with us a mutually convenient date and time for delivery. We shall have the right to charge you any costs of and associated with transit and delivery of the work. Where you do not wish us to deliver/arrange delivery, you must collect the work on a mutually convenient date and time within 28 days after the date of payment.
5.3. Where you collect the work from our gallery premises (including for these purposes and as the case may be, external storage facilities and temporary facilities such as exhibitions at art fairs), or you make arrangements for someone else to do so on your behalf, then you bear the risk of loss of/damage to the work from the time of such collection and you must make appropriate arrangements to insure the work for the full purchase price with effect from that time. This clause applies whether or not ownership of the work has already passed.
5.4. Where you notify us that you wish us to deliver/make arrangements for the delivery of the work to you from our gallery premises or otherwise, then whether or not ownership in the work has passed, you bear the risk of loss of/damage to the work in the course of and/or in connection with such transit/delivery (and thereafter) and you must (unless we agree otherwise in writing) make appropriate arrangements to insure the work for the full purchase price in respect of such transit/delivery (and thereafter). Where the work is in the custody of our/others’ external storage facilities at the time of such notification (that you wish us to deliver/make arrangements for delivery) or during transit/delivery, then you bear the risk of loss of/damage to (and, unless we agree otherwise in writing, you must insure) the work for the full purchase price during its removal from such facilities and its custody, handling and packing pending such removal as well as during transit/delivery.
6. PASSING OF OWNERSHIP
You will only become the owner of the work when the purchase price is paid in full. If we allow you to have possession of the work by collection/delivery before full payment has been made, you must:
6.1. Keep possession of it and (unless we agree otherwise in writing) insure it (from the date risk of damage to or loss of it passes to you under clause 5.3 or as the case may be 5.4 above) for the full purchase price;
6.2. Not sell it or hand it over to any other person or dispose of any interest in it;
6.3. In the case of a work consisting of more than one item, keep those items together;
6.4. Keep any identifying marks showing that we own the work clearly displayed;
6.5. Store the work on your premises and at no cost to us, separately from other property;
6.6. 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
6.7. Preserve the work in the same state as it was on delivery and, in particular, not restore, repair, clean or reframe it.
7.1. If the work is to be exported from the United Kingdom or elsewhere, whether to 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.
7.2. If, contrary to our normal practice, we allow you to make arrangements for export of the work, you must comply with all requirements of any relevant tax authority (that is, any authority imposing, administering or collecting any tax, duty or levy and including HM Customs and Excise), any export licensing authorities and any other relevant official bodies, and 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).
7.3. You must reimburse to us any sum claimed if any relevant tax authority or any other official body makes any claim against us for VAT or any other expenses or penalties resulting from your failure to comply with the relevant requirements for export and import. Where on its sale to you, the work is intended for export, you will of course be charged for any VAT on the work should it not be exported.
7.4. 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.
7.5. 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 licence.
8. BREACH BY THE BUYER
8.1. 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 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:
8.1.1. Terminate the contract for sale, repossess the work and claim damages for any loss we have suffered.
8.1.2. At our election, treat the sale as cancelled, and repossess the work, in which case (and only which case) we shall following the safe return of the work, refund to you any part of the purchase 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, you will within seven days of such notice, return the work to our premises in London at your cost and risk or tell us where the work is kept and allow us to enter the premises where the work is 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).
9. LIMITATIONS ON OUR LIABILITY
We shall not be liable for indirect or consequential loss or damage (including loss of profits), if any, which you may suffer in connection with buying the work. Any liability to you for breach of our obligations whether in contract tort or otherwise, shall be limited to the price paid for the work.
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 must be sent by post, or delivered by hand, to our London address or to your last known address as the case may be.
During the period in which the work is protected by copyright, the copyright remains with its author (or any person to whom that right has been assigned). You are purchasing the work, but not the right to produce images for publication. If publication rights are sought, you should contact the copyright owner through ourselves.
12. 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, in the exceptional case where a contract for the sale of the work is concluded exclusively through such distance communication, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (included as amended) applies and accordingly:
12.1. We confirm that Waddington Custot Galleries as set out in clause 1.1 is the supplier of all works sold to you and is the party to whom any complaints or comments should be directed.
12.2. 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 working days, beginning with the day after the day the work is collected or delivered. This right extends only to works returned in the same condition in which they were sold. We will make reimbursement without undue delay, normally within 14 days of the work being returned. 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.
13. LAW AND JURISDICTION
13.1. These terms and conditions are to be construed and take effect in accordance with English law.
13.2. If you are purchasing the work as a consumer, the courts of England and Wales will have non-exclusive jurisdiction in relation to any dispute. If you are not purchasing the work as a consumer, the courts of England and Wales will have exclusive jurisdiction in relation to any dispute.