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"
Gallery Three Ltd, registered in England and
Wales under company number 6351683 with Registered Office at 6 Parkside Court,
Greenhough Road, Lichfield, Staffordshire WS13 7AU
"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 01283 712900, by email at info@gallerythree.co.uk or by post to Customer Services Department, Gallery Three, Barton
Marina, Barton under Needwood, Burton on Trent, Staffordshire DE13 8AS. 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 Three at Barton Marina, Barton under Needwood, Burton on Trent,
Staffordshire DE13 8AS. 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.