Terms and Conditions of Sale.
It is important that you read and understand these terms
and conditions before proceeding with any transactions.
Only proceed with a transaction if you wish to be bound by the terms and conditions set out below (the
"Terms").
1.1 These Terms 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(s) identified
in the invoice overleaf, which we refer to below as the
"Work" (the "Contract"). We confirm that we either
own the Work or are authorised to sell it on behalf of the
owner.
1.2 If you wish to rely on any variation of, or addition
to these Terms, you must ensure that the variation or
addition has been agreed by us in writing.
2.1 All statements by us as to the authenticity,
attribution, description, date, age, provenance, value,
historical significance, 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.
2.2 Our description of the Work is partly dependent
upon information provided by experts and we are not
liable for the statements, data, information and opinions
of others or any changes in expert opinion which may
take place subsequent to the sale.
2.3 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
caused, after the sale.
3.1 You must pay us the full price for the Work
(without deductions), together with delivery costs, any
VAT and any amounts payable to us under clause 6
below but excluding any deposit or advance that you may
already have paid (the "Price"), on the earlier of: (a) the
expiry of any payment term as shown on the invoice; and
(b) the time of delivery of the Work. Payment is only
made once we receive cleared funds representing the full
amount.
3.2 Payment may be made by wire transfer, cash
(subject to any thresholds we may set) or credit card, as
agreed and set out in the invoice. Where we agree to
payment by cheque, acceptance is conditional upon the
cheque being cleared in full on first presentation.
3.3 All payments shall be made in the currency
specified in the invoice.
3.4 If you fail to make full payment within the relevant
period, we shall charge you interest on the amount unpaid
at the rate of 4% per annum above HSBC's Bank base
rate from the date when payment was due until payment
is made in full.
4.1 You must collect the Work from the address
specified in the invoice at the agreed date and time,
within 28 days of the date of payment, unless it is agreed
in writing that:
4.1.1 we should deliver it to you; or
4.1.2 you should make your own arrangements for
someone else to collect it for you.
4.2 Risk of loss and damage to the Work shall pass to
you on the time and date agreed for collection or delivery
of the Work. From the point at which risk passes to you,
you are responsible for insuring the Work against all
risks, including during collection or transit.
5.1 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.
5.2 If you have possession of the Work before full
payment has been made, you must:
5.2.1 keep possession of it, not sell it or hand it over to
any other person or dispose of any interest in it;
5.2.2 in the case of a Work consisting of more than one
item, keep those items together;
5.2.3 keep any identifying marks showing that we own
the Work clearly displayed;
5.2.4 store the Work on your premises and at no cost to
us, separately from other property;
5.2.5 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
5.2.6 preserve the Work in the same state as it was on
delivery and in particular, not restore, repair, clean or
reframe it without our written consent.
6.1 If the Work is to be exported from the United
Kingdom, it will be your responsibility to obtain the
relevant export licence.
6.2 When making arrangements for export of the Work,
you must:
6.2.1 comply with all requirements of any relevant tax
authorities (including, if applicable, HM Revenue and
Customs), any export licensing authorities and any other
relevant official bodies; and
6.2.2 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.
6.3 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.
6.4 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.
6.5 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.
7.1 If you fail to pay the 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 Price in full you fail to comply with the
obligations set out in clauses 5 and 6 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:
7.1.1 terminate the Contract, repossess the Work and
claim damages for any loss we have suffered; or
7.1.2 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 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.
7.2 We shall also have the right to repossess the Work
and cancel the sale if before you make full payment of
the 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).
7.3 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 address (as set out in the invoice)
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).
We shall not be liable for business losses (including loss
of profits, loss of business or loss of anticipated savings)
which you may suffer in connection with buying the
Work. Any liability to you for losses you suffer arising
from the Contract or purchase of the Work shall be
limited to the Price paid for the Work (excluding any
delivery costs and VAT) and is strictly limited to losses
that were reasonably foreseeable. Losses are foreseeable
where they could be contemplated by you and us at the
time the Contract is formed. Nothing in this clause 8
limits or excludes our liability for: (a) death or personal
injury caused by our negligence or any of our agents; (b)
fraud; or (c) for any other liability that may not, under
English law, be limited or excluded.
We will have the right, but not the obligation, (acting
reasonably) to rescind a sale without notice to you, where
an adverse claim is made by a third party, including but
not limited to, someone claiming ownership of the Work.
Upon notice of our election to rescind the sale, you will
promptly return the Work to us. We will then refund the
Price. The refund of the Price will constitute your sole
remedy and recourse against us with respect to such
claims.
The copyright subsisting in all images and other materials
produced for the sale of the Work is owned by us and
such images and materials may only be used with our
permission. We will have the right to use such images in
our own discretion after the sale of the Work. 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 copies of the Work
(including photographs thereof) for publication. If such
rights are sought, you should contact the copyright
owner.
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 address or to your last known address as set out in the
invoice or as notified to us by you as the case may be.
12.1 This clause applies only where you are deemed to
be a consumer for the purposes of the Consumer
Contracts (Information, Cancellation and Additional
Charges) Regulations 2013.
12.2 In the event that our Contract is concluded "offpremises" or through distance communication you have
the right to cancel the Contract within 14 days from the
day on which you acquire, or a third party nominated 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 (the "Cancellation Period").
12.3 To exercise your right to cancel, you must inform
us of your decision to cancel by a clear statement (by
post, fax or email) sent prior to the expiration of the
Cancellation Period.
12.4 If you cancel the Contract, you must also return the
Work to us by hand, courier or recorded mail to our Pall Mall gallery at your own cost within 14 days after the
day of notifying us of the cancellation unless the Contract
was concluded "off-premises" and the Work cannot by its
nature be returned by post in which case we will collect
the Work at our own expense.
12.5 The Work must be returned to us in the same
condition in which you receive it (which does not
interfere with your right to take any reasonable steps to
examine the Work). You have a legal obligation to take
reasonable care of the Work whilst it is in your
possession. If you fail to comply with this obligation, we
may make a deduction from the reimbursement you are
entitled to for loss in value of the Work.
12.6 We will reimburse to you all payments received
from you, including any costs of delivery (except for the
supplementary costs arising if you chose a type of
delivery other than the least expensive type of standard
delivery offered by us).
12.7 We will make the reimbursement without undue
delay, and not later than:
(a) 14 days after the day we receive back from you the
Work, or
(b) (if earlier) 14 days after the day you provide
evidence that you have returned the Work, or(c) if the Work was never supplied, 14 days after the
day on which we are informed about your decision to
cancel the Contract.
12.8 We will make the reimbursement using the same
means of payment as you used for the initial transaction,
unless you have expressly agreed otherwise; in any event,
you will not incur any fees as a result of the
reimbursement. Unless we are collecting the Work
pursuant to this section 12, we may withhold
reimbursement until we have received the Work back or
you have supplied evidence of having sent back the
Work, whichever is the earliest.
13.1 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.
13.2
The courts of England and Wales will have non
-
exclusive jurisdiction in relation to any dispute
: (a)
arising from or in connection with these Terms; or (b)
relating to any non
-contractual obligations arising from
or in connection with these terms and conditions.
Under the terms of the anti
-money laundering regulation
effective from 10 January 2020 we are required to
conduct customer due diligence (CDD) on all sales of
works of art over €10,000 before the transaction is carried
out. While therefore we may agree such a sale in
principle, we will not be able to conclude (i.e. give up
possession or transfer title) it until we have received all
the necessary CDD information from you and have been
able to verify it as required by the regulation
.
15. Data Protection
We process personal data in connection with this
Contract as set out in our Privacy Notice at: www.panterandhall.com/pages/privacy-policy Please bring our Privacy Notice to
the attention of any individuals whose information you
provide to us in connection with this Contract.
