Article 1 – Definitions
The following terms shall be interpreted as follows:
1. The work of art: the work specified in the agreement.
2. The artist: the creator of the work of art offered for sale.
3. The gallery: the party that sells the work of art for itself or for a third party.
4. The purchaser: the person or legal entity who buys the work of art from or via the gallery.
5. The purchase agreement: the invoice.
Article 2 – Applicability
1. These conditions are applicable to all negotiations and agreements between the gallery and the purchaser.
2. Deviations from these conditions can only be agreed in writing.
3. The applicability of other conditions is expressly rejected by the gallery.
4. If any provision of these conditions is invalid or void, the remaining provisions of these conditions still will apply.
5. The contract language is English. A lack of sufficient knowledge of this language will not exempt any party from the applicability of these conditions.
Article 3 – Prices and Costs
1. The prices in the purchase agreement are exclusive of VAT and other government levies, unless parties have expressly agreed otherwise.
2. The cost of shipping, import and export duties, cost of packing and insurance will be paid by the purchaser, unless parties have expressly agreed otherwise in writing.
3. A statutory increase or decrease in VAT or other government levies can always be calculated in the price.
Article 4 – Delivery
1. If the work of art is exhibited, or has been made available for inclusion in an upcoming exhibition, delivery may take place within a month after the exhibition has ended. Parties may agree otherwise in writing.
2. The purchaser is obligated to pay the agreed price in advance. The delivery period as mentioned in paragraph 1 of this article shall not commence until payment by the gallery has been received in full.
3. Delivery of the work of art is established when the purchaser picks up the work of art at an address specified by the gallery or has it delivered by a shipper.
4. The purchaser has the obligation to receive and collect the work of art.
5. After delivery, the risk of loss, destruction and/or damage of/to the work of art will be for the purchaser.
6. This risk also passes to the purchaser when the gallery has prepared the work of art for delivery and the purchaser neglects to collect the work of art at the agreed time.
7. If the purchaser fails to retrieve the work of art, all costs made by the gallery regarding the offer and any further costs of transport, storage, insurance and storage will be paid by the purchaser.
In addition the purchaser is liable for all damage suffered or that will be suffered by the gallery as a result of neglecting to retrieve the work of art.
Article 5 – Retention of ownership
1. All goods delivered by the gallery remain its property until the purchaser has fulfilled all his payment obligations towards the gallery resulting from any agreement with the gallery regarding the supply of goods and/or activities and/or services, claims in respect of failure to properly comply with agreements included.
2. The purchaser - before paying the full purchase price of the work of art to the gallery – is not allowed to give any rights (pledge) regarding the work of art – in whole or partially – or to sell it to a third party. If the purchaser ignores this prohibition, the gallery has the right to claim full compensation and return of the work of art.
Article 6 – Payment
1. After receiving an invoice from the gallery, the purchaser has a payment period of 30 days.
2. In the absence of timely payment, the purchaser is directly in default and the gallery will be entitled to suspend the provision of its services to the purchaser until payment has been made.
3. By mere expiry of the term of payment the purchaser is in default without requiring any further notice of default.
4. In case of default, the purchaser has to pay the statutory (commercial) interest and extrajudicial collection costs.
5. Complaints about invoices must be received in writing by the gallery within 8 days after the date of shipment or delivery of the invoice. Failure to complain is deemed as an approval of the invoice by the purchaser.
Article 7 – Suspension and termination
1. The gallery has the right, without any notice and without judicial intervention, to suspend the execution of the agreement until further notice, or to terminate the agreement in whole or in part, this without any additional compensation or guarantee. This in the event of:
a. the purchaser not properly or timely fulfilling any obligation(s) provided in any agreement concluded with the gallery;
b. reasonable doubt whether the purchaser will meet its obligation(s) arising from the agreement concluded with the gallery;
c. bankruptcy of the purchaser, or debt restructuring or closure, liquidation or total or partial transfer of the purchaser's business;
2. In all the cases mentioned in the previous paragraph, all claims of the gallery on the purchaser are immediately due and payable, and the gallery is entitled to reclaim unpaid work(s) of art.
Article 8 – Copyright
1. The copyright on the work of art is owned by the artist.
2. The copyright on products crafted by the gallery to support the sales and promotion of art belongs to the gallery.
3. The purchaser is not permitted to infringe the copyright of the artist or the gallery, unless the purchaser has explicit written permission of the copyright-owner.
Article 9 - Resale Clause
The work or art is subject to our resale clause: purchaser shall not sell or encumber the work for a period of 5 years, unless specifically agreed in writing between gallery and purchaser. After 5 years the gallery has first right of refusal.
Article 10 - Limitation period
1. If these conditions do not provide otherwise, any claims and other entitlements of the purchaser regarding the purchase of the work of art towards the gallery will in any case decline within one year after the purchase contract has been concluded.
2. Rights and entitlements of the purchaser which result from the purchase agreement with the gallery are not transferable.