GALLERY TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS
Your
attention is particularly drawn to the Limitations of Liability set out in
clause 10.
1. 1. Interpretation
1.
1.1 The definitions in this clause apply in the terms
and conditions set out in this document:
“Force
Majeure Event”
shall have the meaning given in
clause 11.
“Goods”
the products that we are selling
to you.
"Order"
your selection of the Goods from
stock or display in our gallery or your order for the Goods as set out in our
Sales Invoice.
"Terms"
the terms and conditions set out
in this document.
"We,
Us"
Halo Fine Art , registered in England and Wales under company number
10458858 with Registered Office at 11 Pope Street , Dorchester DT1
1GW
"Writing"
or written includes faxes and
e-mail.
"You"
the person, persons or body
corporate which is buying Goods from us.
2.
1.2 Headings do not affect the interpretation of these
terms.
2. 2. Basis of Sale
1.
2.1 These Terms, the Order and our price list are
considered by us to set out the whole agreement between you and us for the sale
of the Goods and supersede and extinguish all previous agreements, promises,
assurances, representations and understandings between us. Please check that
the details in the Terms or on the Order (where applicable) are complete and
accurate before you commit yourself to the contract. If you think that there is
an omission or a mistake, please make sure that you ask us to confirm any
changes in writing, as we only accept responsibility for statements and
representations made in writing by our authorised employees and agents. When
you are ordering Goods from us, please ensure that you read and understand
these Terms before you submit your Order, because you will be bound by the
Terms once a contract comes into existence between us, in accordance with
clause 2.5.
2.
2.2 None of the Goods are sold by us specifically as
investments and none of our employees or representatives are authorised to give
any indication of future value when selling such Goods. As stated above, if you
wish to rely on any statement of fact made by or on our behalf at or before the
time of sale you must ask for confirmation of this in writing. No
representation is given or can be relied upon in respect of investment
potential although many of our artists may resale at higher prices than
originally charged.
3.
2.3 Any samples, drawings, descriptions or advertising
we issue, and any descriptions or illustrations contained in our catalogues or
brochures, are issued or published solely to provide you with an approximate
idea of the Goods they describe. They do not form part of the contract between
you and us or any other contract between you and us for the sale of the Goods.
4.
2.4 If any of these Terms are inconsistent with any
term of the Order, the Order shall prevail.
5.
2.5 The Order is an offer by you to enter into a
binding contract, which we are free to accept or decline at our absolute
discretion.
6.
2.6 These Terms shall become binding on you and us
when:
1.
2.6.1 we issue you with a Sales Invoice; or
2.
2.6.2 we notify you that the Goods are ready, whichever
is the earlier, at which point a contract shall come into existence between us.
Title to the artwork passes to you when the artwork has been fully paid for and
you have been notified that your artwork is available for collection from the
gallery or for delivery to you.
7.
2.7 Please quote the Sales Invoice number (where
applicable) in all subsequent correspondence with us relating to the Order.
8.
2.8 We have the right to revise and amend these Terms
from time to time to reflect changes in market conditions affecting our
business, changes in technology, changes in payment methods, changes in
relevant laws and regulatory requirements and changes in our system’s
capabilities. You will be subject to the policies and terms in force at the
time that you order the Goods from us, unless any change to those policies or
these terms is required by law or government or regulatory authority (in which
case, it will apply to orders you have previously placed that we have not yet
fulfilled).
3. 3. The Goods
1.
3.1 We warrant that on delivery and for a period of 7
days from the date of delivery or the date upon which we notify you that the
Goods are ready for collection, as the case may be, the Goods shall:
1.
3.1.1 conform in all material respects with their
description subject to any qualification or representation contained in the
brochures, advertisements or other documentation;
2.
3.1.2 be of satisfactory quality;
3.
3.1.3 be fit for any purpose we represent in writing
the Goods are fit for or for any reasonable purpose for which you use the
Goods;
4.
3.1.4 be free from material defects in design,
material and workmanship; and
5.
3.1.5 comply with all applicable statutory and
regulatory requirements for selling the Goods in the United Kingdom.
2.
3.2 This warranty is in addition to your legal rights
in relation to Goods which are faulty or which otherwise do not conform with
these Terms. Advice about your legal rights is available from your local
Citizens’ Advice Bureau or trading standards office.
3.
3.3 This warranty does not apply to any defect in the
Goods arising from fair wear and tear, wilful damage, accident, negligence by
you or any third party, if you use the Goods in a way that we do not recommend,
your failure to follow our instructions, or any alteration or repair you carry
out without our prior written approval.
4.
3.4 We will take reasonable steps to pack the Goods
properly and to ensure that you receive your Order in good condition.
5.
3.5 These Terms apply to any repaired or replacement
Goods we may supply to you in the unlikely event that the original Goods are
faulty or do not otherwise conform with these Terms.
4. 4. Delivery
1.
4.1 You may collect the Goods from us or, if specified
at the point of Order and for an additional charge, we will arrange delivery of
the Goods to you.
2.
4.2 Delivery of the Order will be completed when
either we or our delivery agents deliver the Goods to you or we make the Goods
available for collection by you.
3.
4.3 We will take reasonable steps to meet any
estimated delivery or collection date specified in the Order or otherwise
agreed by us in writing. However, occasionally this date may be affected by
factors beyond our control and so cannot be guaranteed. We will let you know if
we become aware of an unexpected delay and will arrange a new estimated date
with you.
4.
4.4 If you fail to take delivery of the Goods within
seven calendar days of the date on which we notify you that the Goods are ready
then, except where this failure is caused by our failure to comply with these
Terms or by an event beyond your control:
1.
4.4.1 we will store the Goods until delivery takes
place and reserve the right to charge you a reasonable sum (currently £10 a
day), to cover storage costs thereafter such as expenses and insurance; and
2.
4.4.2 we shall have no liability to you for late
delivery.
5.
4.5 If you have not taken delivery of the Goods within
fourteen calendar days of our notifying you that they are ready, we may, after
giving you reasonable prior notice in writing, resell or otherwise dispose of
part or all of the Goods and, after deducting reasonable storage and selling
costs, credit the balance to a client account held by us or charge you for any
shortfall below their price.
6.
4.6 If we are not able to deliver the whole of the
Order at one time due to operational reasons or shortage of stock, we may
deliver the order in instalments. We will not charge you extra delivery costs
for this. If you ask us to deliver the Order in instalments, we may charge you
extra delivery costs. Each instalment shall constitute a separate contract. If
we are late delivering an instalment or one instalment is faulty, that will not
entitle you to cancel any other instalment.
5. 5. Returns
1.
5.1 In the unlikely event that the Goods do not
conform with these Terms, please let us know as soon as possible after delivery
or collection. We will ask you to return the Goods to us or (at our option)
arrange collection and once we have checked that the Goods are damaged or
defective, we will either (at our option):
1.
5.1.1 provide you with a full or partial refund
(including refund of any reasonable delivery charges which you have incurred);
or
2.
5.1.2 replace the Goods; or
3.
5.1.3 repair the Goods.
2.
5.2 Goods will not be accepted for return unless we
are reasonably satisfied that they are damaged or defective.
3.
5.3 Goods to be returned by you to us must clearly
show the Order number on the packaging.
4.
5.4 These Terms will apply to any replacement Goods we
supply to you.
5.
5.5 Please note that no claims will be accepted in
respect of any changes in colouring of artworks which have occurred through
natural processes.
6. 6. Cancellation
1. 6.1 If you
are contracting as a consumer and your Order is not taken in person at our
business premises, you may cancel your contract to purchase the Goods at any
time within 14 days, beginning on the day after you receive the Goods. This
right of cancellation does not, however, apply in the case of bespoke Goods
made or commissioned to your specific order. To cancel a Contract, you just
need to let us know that you have decided to cancel. You can contact the
Gallery you purchased from or contact our Customer Services team by telephone
on 01305 267061, by email at info@halofineart.co.uk or by post to Customer Services Department, 11
Pope Street , Dorchester , DT1 1GW. If you are e-mailing us or
writing to us please include details of your order to help us to identify it.
If you send us your cancellation notice by e-mail or by post, then your
cancellation is effective from the date you send us the e-mail or post the
letter to us. For example, you will have given us notice in time as long as you
get your letter into the last post on the last day of the cancellation period
or e-mail us before midnight on that day.
2.
6.2 If you cancel your Contract we will:
1.
6.2.1 refund you the price you paid for the Goods.
However, please note we are permitted by law to reduce your refund to reflect
any reduction in the value of the Goods, if this has been caused by your
handling them in a way which would not be permitted in a retail outlet;
2.
6.2.2 refund any delivery costs you have paid,
although, as permitted by law, the maximum refund will be the costs of delivery
by the least expensive delivery method we offer (provided that this is a common
and generally acceptable method). For example, if we offer delivery of Goods
within 3-5 days at one cost but you choose to have the Goods delivered within
24 hours at a higher cost, then we will only refund what you would have paid
for the cheaper delivery option; and
3.
6.2.3 make any refunds due to you as soon as possible
and in any event within the deadlines indicated below:
1.
6.2.3.1 if you have received the Product and we have
not offered to collect it from you: 14 days after the day on which we receive
the Goods back from you or, if earlier, the day on which you provide us with
evidence that you have sent the Goods back to us.
2.
6.2.3.2 if you have not received the Goods or you have
received them and we have offered to collect them from you: 14 days after you
inform us of your decision to cancel the Contract.
3.
6.3 We will refund you on the credit card or debit
card used by you to pay. If you used vouchers to pay for the Product we may
refund you in vouchers.
4.
6.4 If Goods have been delivered to you before you
decide to cancel your Contract:
1.
6.4.1 then you must return them to us without undue
delay and in any event not later than 14 days after the day on which you let us
know that you wish to cancel the Contract. You can either send them back,
return them to us in-store or hand them to our authorised carrier. If we have
offered to collect the Goods from you, we will collect the Goods from the
address to which they were delivered. We will contact you to arrange a suitable
time for collection;
2.
unless the Product is faulty or not as described (in
this case, see clause 5.1), you will be responsible for the cost of returning
the Products to us. If the Product is one which cannot be returned by post, we
estimate that if you use the carrier which delivered the Product to you, these
costs should not exceed the sums we charged you for delivery. If we have
offered to collect the Product from you, we will charge you the direct cost to
us of collection.
5.
6.5 Apart from the special circumstances described
above, you may only cancel your order with our agreement. Any deposit held will
be used to defray our initial costs and expenses of fulfilment and any
remaining deposit (or part of it) will be retained by us to be used as a credit
against the purchase of other Goods for the same or higher price. In the case
of Goods which we are unlikely to be able to use or sell elsewhere, we may, if
we have agreed to a cancellation, also deduct the value of these items from
your deposit and ask you to pay any additional amount if their value is more
than the amount of your deposit.
6.
6.6 Advice about your legal right to cancel the
contract is available from your local Citizen’s Advice Bureau or Trading
Standards Office.
7. 7. Title and Risk
1.
7.1 The Goods will be your responsibility from the
time of delivery or from when you are notified that the artwork is available
for collection from the gallery (and the artwork is fully paid for).
2.
7.2 Ownership of the Goods will only pass to you when
we receive payment in full of all sums due for the Goods, including delivery
charges, or upon delivery being completed whichever is the later.
8. 8. Price and Payment
1.
8.1 The price of the Goods will be as set out in our
price list in force at the time we confirm your Order. Prices are liable to
change at any time, but price changes will not affect Orders that we have
confirmed in writing.
2.
8.2 These prices include VAT. However, if the rate of
VAT changes between the date of the Order and the date of delivery, we will
adjust the VAT you pay, unless you have already paid for the Goods in full
before the change in the rate of VAT takes effect.
3.
8.3 These prices exclude delivery costs, which will be
added to the total amount due.
4.
8.4 It is always possible that, despite our best
efforts, some of the Goods we sell may be incorrectly priced. We will normally
check prices as part of our dispatch procedures so that, where the Goods’
correct price is less than our stated price, we will charge the lower amount
when dispatching the Goods to you. If the Goods’ correct price is higher than
the price stated on the Order, we will normally, at our discretion, either
contact you for instructions before dispatching the Goods, or reject the Order
and tell you. If the pricing error is obvious and unmistakeable and could have
reasonably been recognised by you as a mis-pricing, we do not have to provide
the Goods to you at the incorrect (lower) price.
5.
8.5 Payment in cleared funds for all Goods must be
made at the time when goods are collected or with the Order, as the case may
be. We accept payment by cleared cheque (supported by bankers card), cash
(subject to Money Laundering Regulations), credit finance (subject to status)
and most debit and credit cards.
6.
8.6 We are not responsible for the collection,
remittance and/or payment of any taxes, charges, levies, assessments or other
fees of any kind imposed by any governmental or other authority in respect of
the purchase, importation, sale or distribution of the Goods and these are and
will remain your responsibility.
9. 9. Original Works
Where we have commissioned and/or
sold to you an original work of art then, no rights to exploit any intellectual
property rights, whether by copying such work or licensing such work for
reproduction or publishing such work in any format, including, but not limited
to, sculpture, limited edition print, illustration or other form of artwork or
advertising, is granted to you, nor should any such grant be implied or
inferred. All such rights are expressly reserved to us and we do not guarantee
that any such rights either will or will not be exercised.
10. 10. Limitation of Liability
1.
10.1 If we fail to comply with these Terms, we are
responsible for loss or damage you suffer that is a foreseeable result of our
breach of the Terms or our negligence, but we are not responsible 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 you and us at
the time we entered into this contract.
2.
10.2 Provided that we have taken all reasonable steps
to establish the provenance of an original work, in the event of it being
established that such work is not attributable to the relevant artist, our
liability shall be limited to refunding the original cost of the artwork to you
and we shall not be responsible for any loss of anticipated investment value.
3.
10.3 You acknowledge that in entering into this
contract you do not rely on, and shall have no remedies in respect of, any
statement, representation, assurance or warranty (whether made innocently or
negligently) that is not set out in this agreement or otherwise confirmed by us
in writing.
4.
10.4 We do not exclude or limit in any way our
liability for:
1.
10.4.1 death or personal injury caused by our
negligence or the negligence of our employees, agents or subcontractors;
2.
10.4.2 fraud or fraudulent misrepresentation; or
3.
10.4.3 any other liability which we are unable to
exclude by law.
11. 11. Events Outside Our Control
1.
11.1 We will not be liable or responsible for any
failure to perform, or delay in performance of, any of our obligations under
these Terms that is caused by events outside our reasonable control (Force
Majeure Event).
2.
11.2 A Force Majeure Event includes any act, event,
non-occurrence, omission or accident beyond our reasonable control and
includes, in particular (without limitation), the following:
1.
11.2.1 strikes, lock-outs or other industrial action;
or
2.
11.2.2 civil commotion, riot, invasion, terrorist
attack or threat of terrorist attack, war (whether declared or not) or threat
or preparation for war; or
3.
11.2.3 fire, explosion, storm, flood, earthquake,
subsidence, epidemic or other natural disaster; or
4.
11.2.4 impossibility of the use of railways, shipping,
aircraft, motor transport or other means of public or private transport; or
5.
11.2.5 impossibility of the use of public or private
telecommunications networks.
3.
11.3 Our obligations under these Terms are suspended
for the period that the Force Majeure Event continues, and we will have an
extension of time to perform these obligations for the duration of that period.
We will take reasonable steps to bring the Force Majeure Event to a close or to
find a solution by which our obligations under these Terms can be performed
despite the Force Majeure Event.
12. 12. Assignment
You may not transfer any of your
rights or obligations under these Terms to another person without our prior
written consent, which we will not withhold unreasonably. We can transfer all
or any of our rights and obligations under these Terms to another organisation,
but this will not affect your rights under these Terms.
13. 13. Notices
All notices sent by you to us
must be sent to ****gallery name***** at ****address*****. We may give notice
to you at either the e-mail or postal address you provide to us in the Order.
Notice will be deemed received and properly served 24 hours after an e-mail is
sent or three days after the date of posting of any letter. In proving the
service of any notice, it will be sufficient to prove, in the case of a letter,
that the letter was properly addressed, stamped and placed in the post and, in
the case of an e-mail, that the e-mail was sent to the specified e-mail address
of the addressee.
14. 14. General
1.
14.1 If any court or competent authority decides that
any of the provisions of these Terms are invalid, unlawful or unenforceable to
any extent, the term will, to that extent only, be severed from the remaining
terms, which will continue to be valid to the fullest extent permitted by law.
2.
14.2 If we fail, at any time while these Terms are in
force, to insist that you perform any of your obligations under these Terms, or
if we do not exercise any of our rights or remedies under these Terms, that
will not mean that we have waived such rights or remedies and will not mean
that you do not have to comply with those obligations. If we do waive a default
by you, that will not mean that we will automatically waive any subsequent
default by you. No waiver by us of any of these Terms shall be effective unless
we expressly say that it is a waiver and we tell you so in writing.
3.
14.3 A person who is not party to these Terms shall
not have any rights under or in connection with them under the Contracts
(Rights of Third Parties) Act 1999.
4.
14.4 These Terms shall be governed by English law and
we both agree to the non-exclusive jurisdiction of the English courts.