Terms and conditions

Please read these Terms and Conditions of Sale for Buyers (“Terms”) carefully before purchasing any item from Philip Mould Limited (herein referred to as the “Company”, “us”, “we” or “our”). If there is any term you do not understand or agree to, please speak to a representative of the Company. These Terms govern all sales by the Company so you should only proceed with your purchase if you agree to be bound by them. If you are purchasing the work of art identified on our invoice (the “Artwork") on someone else’s behalf, that person accepts joint and several liability with you under these Terms. These Terms apply whether you are buying in person or online to the exclusion of any previous terms of sale.

1. Purpose and effect

1.1 These Terms, together with any terms on our invoice for the Artwork (“Invoice”) and those set out in the email relating to the sale of the Artwork constitute the entire agreement between us and the addressee of our invoice (“you” or the “Purchaser”) relating to the sale and purchase of the Artwork (the “Agreement”) for the price stated on the Invoice (the “Purchase Price"). To the fullest extent permitted by law, no other terms, express or implied, shall apply, unless you are buying as a consumer in which case your statutory rights are not affected.

1.2 Your acceptance of these Terms shall be demonstrated by one of more of (i) your signature or that of your principal on the Invoice; (ii) full or partial payment of the Purchase Price; (iii) any other words or conduct demonstrating your or your principal's acceptance (for example, by you or your principal accepting our offer to sell the Artwork to you); and/or (iv) your signature or that of your principal on a collection or delivery note.

2. Statements about the Artwork

2.1 All statements by us as to the Artwork, including but not limited to its authenticity, attribution, description, date, age, provenance, title and condition, constitute statements of opinion only and not statements of fact. Any statements made by us, whether orally or in writing, do not constitute representations, warranties, or guarantees of any kind, express or implied, other than those which cannot be excluded by law. You have had the opportunity to inspect the Artwork and your purchase is not a sale by description. You acknowledge that provenance listings may not be exhaustive and that we shall exercise our discretion when compiling such listings. We accept no liability for changes in expert opinion which may take place after the sale of the Artwork.

2.2 We shall on request provide information in our possession about the condition of the Artwork at the time of sale. However, we are not professional restorers or conservators and you must rely on your own restorers and/or conservators to assess the condition of the Artwork. We accept no responsibility for (i) any deterioration of the condition of the Artwork, however occasioned, after the sale and (ii) the hanging of the Artwork which shall be at your own risk.

2.3 All photographs, advertising and specifications provided by us are issued or published for the sole purpose of giving an appropriate idea of the Artwork but do not purport to be an exact or complete reproduction.

2.4 You are responsible for satisfying yourself as to any statements made by the Company or its representatives as to the matters set out in Clause 2.1 or otherwise.

3. Payment of Purchase Price

3.1 You must pay us the Purchase Price, together with applicable delivery costs, Artist Resale Right, VAT and any amounts due from you under Clause 7 below (Export and taxes) (the “Total Purchase Price”), by bank transfer or such other methods as we may agree, in accordance with the terms of the Invoice, within fourteen (14) days of the date of the Invoice (unless specified otherwise). If the Artwork is sold within the VAT Margin Scheme, the Purchase Price will be inclusive of applicable VAT. Payment is deemed received when full payment of the Total Purchase Price is credited to our designated bank account in cleared funds.

3.2 Without prejudice to any other right or remedy we may have, we are entitled to charge interest on late payments (before as well as after judgment) 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 4% per annum above the Barclays plc base rate.

3.3 Unless you buy the Artwork as a Consumer (as defined in Clause 15.1 below), you are not entitled to withhold payment of any amount payable to us by reason of any dispute or claim by you whether by way of set-off, counterclaim or other deduction. In the event of non-payment or other breach, we shall be entitled to obtain and enforce judgment without determination of any claims by you.

3.4 All payments to us must be from a bank account held in the name of the person to whom our Invoice is addressed, and the identification documents provided pursuant to Clause 8 below must correspond with the addressee of our Invoice. Where payment is made by someone other than you, we will either: (i) require documents to verify their identity and their relationship with you; or (ii) decline such payments at our sole discretion, pursuant to our obligations under the AML Legislation referenced in Clause 8 below. Where you are buying the Artwork on behalf of someone else, you will in accordance with Clause 8 below disclose that person’s or entity’s identity to us and provide us with their identification documents.

3.5 You acknowledge that it is your sole responsibility to ensure that the Total Purchase Price (and any part thereof) is transferred to our bank account having confirmed payment details with us in advance of the transfer. We accept no liability for any loss arising from any monies intercepted or not received by us for any reason, including cybercrime.

4. Commission payable by us to third parties

We reserve the right to pay a commission to any party who has assisted us with the sale of the Artwork to you or who has introduced you to us.

5. Passing of ownership and risk

5.1 Full legal title to the Artwork will pass to you once we have (i) completed to our satisfaction all our financial and other due diligence required by the AML Legislation (as defined in Clause 8); and (ii) received the Total Purchase Price in cleared funds.

5.2 Once legal title in the Artwork has passed in accordance with Clause 5.1, the Artwork will be made available to you for collection. Where you require delivery of the Artwork, we will upon your written request organise fine art shipping to your specified address at your risk. You are responsible for all costs of delivery or collection unless we agree otherwise in writing.

5.3 You will be responsible for the risk of loss and damage to the Artwork, and for insuring that risk, from the time that you, your representative(s) or a fine art shipper contracted by us on your behalf pursuant to Clause 5.2 above take possession of the Artwork and you agree that thereafter, you will not hold us responsible for any loss or damage to the Artwork.

5.4 Until risk passes to you in accordance with Clause 5.3, we will insure the Artwork up to a maximum of the Purchase Price but neither PML nor its insurers shall be responsible for loss or damage resulting from causes customarily excluded by insurers, such as: (i) inherent defects in the Artwork; (ii) humidity or change of weather or other atmospheric conditions not within our control; (iii) expected wear and tear; (iv) damage caused by war, terrorism or radioactive contamination; and (v) damage occurring while the Artwork is in the care or custody of shipping and packing agents.

5.5 Where you require delivery of the Artwork under Clause 5.2, we accept no liability if delivery is delayed for reasons beyond our control. The time of delivery shall not be of the essence. If delivery of the Artwork is delayed (including but not limited to delays in obtaining an export licence), we shall exercise reasonable endeavours to (i) notify you of the delay, and (ii) to take steps to minimise the impact of such delay, but you acknowledge that we are not responsible for any additional costs, expenses, liability or loss you may incur as result of the delay.

6. Collection and storage fees

6.1 We have limited storage space and would be grateful for timely collection. You agree to collect the Artwork or give us directions for delivery in accordance with Clause 5.2 within six (6) months of title passing to you. Storage charges will apply after this 6-month period if the Artwork has not been collected. Details of the applicable storage charges will be confirmed to you in writing should the Artwork remain uncollected after 6 months, and the Artwork will not be released to you until all storage charges have been paid in full.

6.2 If the Artwork is not collected or delivered within twelve (12) months of title passing to you, you authorise us, upon notice, to arrange a resale of the Artwork by private sale or auction at our discretion and at such price as we deem reasonable in the circumstances. Costs of sale and storage charges accrued up to our notice of intention to sell the Artwork shall be deductible from the proceeds of sale and the remainder will be forfeited unless collected by you within two years of title in the Artwork passing to you under Clause 5.1.

7. Export and taxes

7.1 Unless we agree otherwise in writing, neither the sale of the Artwork (whether or not described on the invoice as for export) nor payment of the Purchase Price is conditional upon an export licence being granted.

7.2 If you advise us that the Artwork is to be exported from the United Kingdom, we will need to arrange the export on your behalf at your cost and risk in accordance with Clause 5.2:

7.2.1 If the Artwork is held on ‘Temporary Admission’ into the UK, we will need to have exported the Artwork out of the UK within 30 days of your settlement of the Invoice otherwise applicable taxes including VAT will be chargeable by us to you on the Artwork.
7.2.2 If the Artwork is within the UK and in ‘Home Use’, we will need to have exported the Artwork out of the UK within 90 days of your settlement of the Invoice otherwise applicable taxes including VAT will be chargeable by us to you on the Artwork.
7.2.3 The time periods specified in Clauses 7.2.1 and 7.2.2 are subject to any changes issued by HMRC in relation to VAT on exported works of art.

7.3 You must comply without delay with all requirements imposed by any relevant tax authority (that is, any authority imposing, administrating or collecting any tax, duty, custom or levy in respect of the Artwork, including but not limited to HM Revenue & Customs), any export licensing authority and any other authority, including by obtaining proof of export. This includes, but is not limited to, shipping the Artwork from the UK within the relevant period if the sale is for export and zero-rated for VAT.

7.4 You shall indemnify us on demand for and against any claim, interest, expense (including but not limited to reasonable legal fees), cost, liability, fine, penalty and any other sum claimed from us or payable by us in respect of the Artwork arising from or in connection with your failure to fulfil your obligations under Clauses 7.2 and 7.3 above.

7.5 You will be responsible for any and all taxes relating to the Artwork, including but not limited to import tax, duty, merchandise, sales or use tax that must be paid in the country of destination whether on shipment or on import or at any other time.

8. Anti-Money Laundering and Sanctions Regulations

8.1 In accordance with applicable anti-money laundering and sanctions legislation (“AML Legislation”), we are required to verify the identity of buyers. Accordingly, if you are an individual, you agree to provide (i) a copy of your government-issued, valid photo ID (such as a passport, driving licence or national ID card), and (ii) a copy of a recent utility bill, such as gas, electricity, water (but not your mobile phone bill) that is no more than three (3) months old showing your permanent residential address. If you are a legal entity, you agree to provide (i) a copy of the legal entity’s certificate of incorporation or equivalent formation document, and (ii) identification documents (as described above) of the legal entity’s immediate and ultimate beneficial owner(s). You agree to supply such other information as we may require to meet our obligations under the AML Legislation.

8.2 If you are buying as agent on behalf of someone else, you agree to (i) disclose this fact; and (ii) provide us with the identification documents detailed in this Clause 8 for yourself and your principal. If we sell the Artwork as agent for a principal, you agree that we may share the information received from you pursuant to this Clause 8 with our principal solely for the purposes of compliance with their own obligations under the AML Legislation.

8.3 Any personal data obtained by us solely for the purposes of complying with the AML Legislation or our procedures will only be used by us for the purpose of preventing money laundering and terrorist financing or as otherwise permitted by any other enactment.

9. Your Representations and Warranties

9.1 You represent and warrant to us and to any seller of the Artwork now, and at all times up to and including the completion of the sale, that:

a) you are not subject to trade sanctions, embargoes or any other restriction on trade under the laws and regulations of any jurisdiction including but not limited to the European Union, England and Wales or the United States (the “Restrictive Measures”), you (and your principal if any) are not owned, partly owned or controlled by person(s) subject to such Restrictive Measures, and the Artwork will not be transferred to or used by or for the benefit of any person(s) subject to Restrictive Measures;
b) the funds to be used for the purchase of the Artwork are not connected with nor have any link to nor are derived from any criminal activity, including without limitation tax evasion, money laundering or terrorist activities, and you are to the best of your knowledge neither under investigation, nor have you been charged with or convicted of without limitation, tax evasion, money laundering, terrorist activities or other criminal activity;
c) there is no civil, criminal, arbitration, administrative or other proceeding or investigation actual and pending against you, which would in any way seek to prevent, enjoin, alter or delay any transaction contemplated by this Agreement;
d) none of your representations or warranties in these Terms contains nor, as of the date on which the sale contemplated in this Agreement is completed, will contain, any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein not misleading; and
e) you agree to provide such information as we shall require to meet our regulatory and legal obligations to our satisfaction and warrant that such information about you, your principal (if any) and, if appropriate, the source of the purchase funds is accurate, authentic, complete and not misleading.

9.2 If you are acting as agent or representative for the buyer of the Artwork, you make the above representations in Clause 9.1 jointly and severally on your behalf and on behalf of your principal, and warrant that:

a) you will disclose to us the fact that you are acting as agent;
b) your principal has authorised you to purchase the Artwork on these Terms on their behalf and you will provide us with written evidence of your authority to act upon our request;
c) you will inform the owner of these Terms and all facts and matters relating to the sale of the Artwork and will provide them with a full copy of the Agreement;
d) you will disclose to your principal full details of any and all commissions paid in connection with the purchase of the Artwork by us to you or to any person or entity with whom you are connected; and
e) the arrangements between you and your principal are not designed to facilitate any criminal activity, including, without limitation, money laundering, tax evasion or tax fraud.

9.3 You agree: (i) that we, and our principal if we are selling the Artwork as agent, shall rely on your representations and warranties in this Agreement; (ii) that your representations and warranties in this Agreement are a condition of this Agreement and shall survive the sale of the Artwork; and (iii) to notify us promptly in writing of any events or circumstances that to your knowledge may cause any representation or warranty in this Agreement to be inaccurate or breached in any way.

10. Breach of contract

10.1 If (i) you fail to pay the Total Purchase Price in full in accordance with Clause 3.1 above; or (ii) we agree with you a payment by instalments plan and you fail to pay any one or more instalments; or (iii) you fail to comply with your obligations set out in Clause 7 (Export and taxes) and/or Clause 8 (Anti-Money Laundering and Sanctions Regulations) above; or (iv) you otherwise do or fail to do anything which may in any way imperil our ownership of the Artwork (or our principal’s ownership if we sell as agent) or the Artwork itself, we are entitled (without prejudice to any other rights and remedies at law) to any of the following remedies:

a) terminate the contract for sale, repossess the Artwork and claim damages for any loss suffered;
b) charge you interest on the amount unpaid 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 4% per annum above Barclays Bank plc base rate from the date when payment was due until payment is made in full;
c) retain any sums paid by you for our own account or that of our principal if we sell as agent;
d) mitigate our or our principal’s loss by selling the Artwork on such terms as we may reasonably consider appropriate and to claim the balance from you; and/or
e) at our election, treat the sale as cancelled, and repossess the Artwork, in which case (and only in which case) and as your sole and exclusive right and remedy we shall, following the safe return of the Artwork, refund to you any part of the Purchase Price you have paid, after deduction of any sums due to us or our principal including but not limited to costs of recovery and restoration of the Artwork.  

10.2 Where you are buying from us as a Consumer (as defined at Clause 14.1 below), we will notify you and give you a reasonable time to remedy the position before we take any action set out in this Clause 10.

10.3 We shall also have the right to repossess the Artwork and cancel the sale if, before you make full payment of the Purchase Price to us: (i) proceedings are commenced in the UK or elsewhere involving your solvency; or (ii) we reasonably believe that you are insolvent or about to become insolvent or we have reasonable doubt as to your capacity to pay the Purchase Price in full. If either (i) or (ii) occurs, then we may, at our option, immediately repossess the Artwork and/or cancel the sale by written notice to you whereupon, without prejudice to any other rights and remedies available to us, you will return the Artwork to our designated address (at your sole risk and cost), or, at our option, we may enter the premises where the Artwork is kept to regain possession. Nothing herein shall limit any other rights available to us pursuant to applicable law.

10.4 You shall indemnify us on demand for and against any claim, interest, expense (including but not limited to reasonable legal fees), cost, fine, penalty and any other liability incurred by us arising from or in connection with any breach by you of these Terms.

11. Limitation of our liability

11.1 Any claim against us in relation to the Artwork must be brought within a period of two (2) years from the date of our Invoice unless we have committed fraud or deliberately concealed a relevant fact in relation to the Artwork, in which case any claim against us must be brought within six (6) years after you discover this or could have discovered it if you were reasonably diligent. We will not accept any claim after expiry of these periods.

11.2 Neither you nor us shall be liable for loss of profits, business, revenue (whether direct or indirect) or indirect, incidental or consequential loss or damage, if any, which either you or we suffer in connection with the Agreement howsoever arising including negligence. We do not accept any liability (i) arising from any changes in expert opinion after the sale; and/or (ii) for any act or omission by the seller of the Artwork if we sell the Artwork as agent.

11.3 Any liability to you for breach of our obligations whether in contract, tort (including negligence) or otherwise, shall be limited to the Purchase Price provided that nothing in these Terms limits or excludes our liability for: (i) death or personal injury caused by our negligence or that of any of our agents; and/or (ii) fraud or fraudulent misrepresentation.

12. Rescission We will have the right, but not the obligation, to rescind a sale on notice to you, where an adverse claim that reasonably appears to us to have merit is made by a third party, including but not limited to someone claiming ownership of the Artwork. Upon notice of our election to rescind the sale under this Clause 12, you will promptly return the Artwork to us. We will then refund the Purchase Price to you. The refund of the Purchase Price will constitute your sole remedy and recourse against us and our principal if we sell as agent with respect to rescission under this Clause 12.

13. Copyright

The copyright subsisting in all images and other materials produced for the sale of the Artwork is owned by us and such images and materials may only be used with our written permission. We will have the right to use such images at our discretion after the sale of the Artwork in perpetuity. Neither we nor our principal if we sell as agent make any representations or warranties that you will acquire any copyright or other reproduction rights in the Artwork. For the avoidance of doubt, the sale of the Artwork does not transfer or assign or licence any copyright or other intellectual property rights to you. During the period in which an artistic work is protected by copyright (typically the life of the artist plus a further 70 years), the copyright remains with the artist (or any person to whom that right was assigned or transmitted on the artist’s death). You are purchasing the physical Artwork, but not the right to produce copies of the Artwork (including photographs thereof) for publication or to do any other act restricted by copyright. If you require any such rights, you should contact the copyright owner.

14. Additional Terms Applicable to Consumers

14.1 This Clause only applies where you are an individual acting for purposes which are wholly or mainly outside your trade, business, craft or profession (the "Consumer").

14.2 It is unusual for us to sell works of art exclusively by electronic mail or other methods of distance communication. However, if under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (i) the contract of sale qualifies as an “off-premises” or a “distance” contract and (ii) you qualify as a Consumer, you have the right to cancel the sale without giving any reason at any time up to the end of fourteen (14) calendar days after you, or a third party (other than the carrier) instructed by you, receives the Artwork (the “Cancellation Period”). To exercise the right to cancel, you must notify us of your decision to cancel the sale by a clear statement (e.g., a letter sent by post or email), in either case before the Cancellation Period has expired. Alternatively, you may use the model form cancellation set out in Clause 14.4 below. If you cancel the sale during the Cancellation Period, we will reimburse you the Purchase Price. We will make the reimbursement without undue delay, and no later than (i) fourteen (14) calendar days after the day we receive the Artwork from you; or (ii) (if earlier) fourteen (14) calendar days after the date you provide evidence that the Artwork has been shipped to us. We will make this reimbursement using the same means of payment as you used for the initial transaction. You shall send back the Artwork or hand deliver it to us at such address as we may specify for that purpose, without undue delay and in any event no later than fourteen (14) calendar days from the day on which you communicate the sale cancellation to us. You must bear the risk and cost of returning the Artwork to us, including any import duties you or we may incur as a result of your return.

14.3 Where you exercise your right of cancellation, we will be entitled to deduct from the reimbursement the amount of any loss in value of the Artwork which is caused as a result of unnecessary handling by you. If the Artwork is returned damaged, we will deduct from the sum we refund to you a reasonable amount to compensate us and/or the owner of the Artwork for the cost of repair and any loss in value to the Artwork resulting from such damage. If we invoice you that amount separately, our invoice is payable on presentation.

14.4 Model cancellation form:
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To: Philip Mould & Company
Phone: +44 20 7499 6818
Email: your personal sales contact with art@philipmould.com in copy
Notice: I hereby give notice that I cancel my contract for the sale of the following goods:
Artwork(s):
Ordered on/received on:
Name of Consumer:
Address of Consumer:
Signature of Consumer (only if this form is notified on paper):
Date:
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15. Where you are buying the Artwork as a Consumer and these Terms are deemed to be a “consumer contract” within the meaning of the applicable consumer legislation, these Terms will not apply to the extent that they are void or unenforceable by virtue of such legislation.

16. Data Protection

16.1 We deal with personal data in accordance with our Privacy Policy on our website. We use personal data supplied by you for administrative purposes and to fulfil our obligations to you related to the sale of the Artwork, including, where reasonably necessary, sharing the personal data with relevant third parties including HM Revenue & Customs, shippers, storage companies and professional advisers, and to keep you informed of our activities, unless you notify us otherwise at art@philipmould.com.

16.2 During your interactions with us, you may provide us with personal data about yourself (and possibly others) to facilitate business between us. Such data may include your name, address, date of birth, telephone numbers, billing address and email addresses. Any such personal data may be used by us for the provision of our services (including as described under these Terms), billing and other administrative purposes. Such personal data may also be used by us to provide you with information about us and our services (including contacting you via email, telephone or post) and to help us understand your needs and objectives. For more information about our collection, storage and use of your personal data, please see our Privacy Policy on our website (www.philipmould.com). Our liability to you in respect of your personal data is subject to Clause 11 above.

17. General terms

17.1 This Agreement represents the entire agreement between you and us. Please notify us in writing before purchasing the Artwork if this is not your understanding, otherwise the Terms of the Agreement will apply. Both we and you agree that in entering into the Agreement, neither party relies on, nor has any remedy in respect of, any statement, representation or warranty (a "Representation"), negligently or innocently made to any person (whether a party to this Agreement or not) including without limitation any Representation made prior to or at the same time as this Agreement is entered into, other than as expressly set out in this Agreement. The only remedy for breach of any Representation shall be for breach of contract under this Agreement.

17.2 Neither you nor we may assign this Agreement without the prior written consent of the other party except that we may assign this Agreement to a related legal entity without your prior consent.

17.3 Other than our respective principals where we and/or you act as agent, neither you nor we intend this Agreement to be enforceable by a third party pursuant to the Contracts (Rights of Third Parties) Act 1999.

17.4 Neither you nor we shall be in breach of our respective obligations under this Agreement nor liable for a delay in performing, or failure to perform, any of our obligations under this Agreement other than the obligation to pay a sum of money if such delay or failure results from events, circumstances or causes beyond our reasonable control. Such circumstances include strike, lockout, adverse weather, flood, storm, earthquake, subsidence and other natural disasters, failure and shortage of power supply, war, armed conflict, riot, civil unrest, terrorist action, nuclear and chemical contamination, epidemics, pandemics and travel bans or restrictions. If the period of delay or non-performance continues for three (3) months, the party awaiting the delayed performance of the other will have the right (but not obligation) to terminate this Agreement by giving fourteen (14) days' written notice to the affected party without incurring any liability related to such termination.

17.5 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this Agreement is deemed deleted under this Clause 17.5, you and we shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

17.6. All sales by us are subject to these Terms. If you wish to rely on any variation of these Terms, you must ensure that this has been agreed by us in writing.

18. Notices

Any notice to be given to us pursuant to this Agreement must be in writing and sent by registered post to the Company at 18-19 Pall Mall, London SW1Y 5LU marked for the attention of “The Directors” and/or be sent by email to art@philipmould.com with the Subject “Legal Notification”. Any notice given by the Company to you pursuant to this Agreement will be sent in writing by registered post to your address stated on the Invoice and/or by email to the email address that we hold for you. Notices shall be deemed delivered on the day of actual delivery if sent by registered post; and at 10am (GMT) on the business day immediately following the day on which any notice is sent by email. For the purposes of this Clause 18, a “business day” means any day which is not a Saturday or Sunday on which banks are open for general business in London.

19. Law and Jurisdiction

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement, its subject matter or formation.