|Philip Mould & Company|
|500 Years of British Art|
|18-19 Pall Mall|
|London, SW1Y 5LU|
|Philip Mould & Company® is the trading name of Philip Mould Limited|
|Registered in England No: 01976991|
TERMS & CONDITIONS OF SALE
|Vs. 1.5 – 20200110|
|Philip Mould Limited|
|Registered in England No.: 01976991 and hereinafter referred to as the “Company”|
It is important that you (the “buyer”) read and understand these terms and conditions before purchasing any item from the Company. If there is any term that you do not understand or do not wish to agree to, please discuss it with a representative of Philip Mould Limited. Only proceed with this transaction if you wish to be bound by the Company’s terms and conditions as set out below.
1. Purpose and effect
1.1 These terms and conditions set out all the terms of agreement other than the price between you as buyer and us the Company as seller, in relation to the sale and purchase of the item or items identified in the invoice, which we refer to below as “the work”. 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 and conditions, you must ensure that the variation or addition has been agreed in writing with the Company.
2. Statements about the work
2.1 All statements by us as to the authenticity, attribution, description, date, age, provenance, 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. We do not accept any liability as a result of any changes in expert opinion which may take place subsequent to the sale of the work.
2.2 While the Company will on request explain the condition of the work at the time of the sale and provide any information about condition for which you may reasonably ask, the Company will not be responsible for any subsequent deterioration of the work, however occasioned, after the sale.
2.3 You are responsible for satisfying yourself as to any statements made by the Company or its representatives as to the matters set out in paragraphs 2.1 and 2.2 above.
3. Payment of purchase price and customer due diligence
3.1 You must pay the Company the full price for the work as specified on the invoice, which will include applicable VAT and any amounts payable to the Company under clause 7 below.
3.2 Invoices are payable within 14 days of the date on the invoice.
3.3 Payment must be made by the party whose name is on the invoice and may be made by bank transfer or such other method agreed by the Company. If we agree with you that the sale is dependent on the issue of an export licence, payment must be made, in the same way, within 7 days after the issue of the export licence. In either case, payment has not been made until the Company has received cleared funds representing the full amount of the work.
3.4 If a buyer wishes to have another party whose name is not on the invoice pay for the work, then a credit note will be issued against the original invoice and a new invoice will need to be issued to the new buyer.
3.5 The balance due and payable to the Company on an invoice will exclude any deposit or advance that you may already have paid.
3.6 If you fail to make full payment within the relevant period, the Company may charge you interest on the amount unpaid at the rate of 2% per annum above Barclay’s Bank base rate from the date when payment was due until payment is made in full. This is to compensate the Company for the likely loss to the Company for payment not being made when due.
3.7 If you fail to pay the purchase price in full within 14 days after the due date, we may assert any of our legal rights, including but not limited to a claim for the purchase price. If you have already taken delivery of the work, the Company may at its discretion serve you with notice that we require you to return the work to the Company, in which case you must do so at your cost as soon as possible. If we require the return of the work to the Company, we may at our discretion agree revised payment terms with you or we may elect to treat the sale as cancelled, in which case the Company shall, following the return of the work, refund to you any part of the purchase price that you have paid, after deduction of any sums due to the Company including but not limited to costs and interest due for late payment.
3.8 VAT is applicable on all transactions unless stated otherwise on the invoice.
3.9 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. receive funds, 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.
4. Commission payable by the company to third parties
4.1 All and any commissions paid by the Company to a third party will be revealed to a buyer or a seller as appropriate, as well as to an owner in the case where the Company is acting as an agent and selling a work on behalf of the owner.
4.2 If you have authorised a third party to negotiate the purchase of the work on your behalf, the Company will only pay that third party a commission if either instructed by you, or with your consent.
5. Collection of the work and passing of risk
5.1 Unless otherwise agreed with the Company the work may only be collected once the invoice for the work has been paid for in full. See section 3. above.
5.2 All work collected from the gallery that has not been paid for in full may only be collected following the issuing of an invoice for the work and following the signature by the client named in the invoice of the Company’s “Artwork released on approval” form.
5.3 Following full payment of the invoice for the work you must collect the work at the Company’s premises in London at a time and date that we agree with you.
5.4 From the time and date agreed for collection of the work from the Company, you will be responsible for the work and the risk of damage to it or loss of it will pass to you. You should therefore make appropriate arrangements to insure the work from the time agreed for collection of it from the Company.
5.5 If you wish to collect the work from a place other than the Company’s premises in London, or if you wish the Company to deliver the work elsewhere, this must first be agreed in writing with the Company who will charge and invoice you for any transit costs that we incur for delivery of the work.
6. Passing of ownership
6.1 You will only become the owner of the work when the purchase price is paid in full to the Company. If you have possession of the work before full payment has been made, you must:
6.1.1 keep possession of it and not sell it or hand it over to any other person or dispose of any interest in it, and
6.1.2 in the case of a work consisting of more than one item, keep those items together, and
6.1.3 keep any identifying marks showing that the Company owns the work clearly displayed, and
6.1.4 store the work on your premises and at no cost to the Company, and
6.1.5 at the Company‘s request, and after the Company has given you reasonable notice, allow the Partnership or a third party acting on the Company‘s behalf to have access to the work in order to inspect or collect it, and
6.1.6 preserve the work in the same state as it was on delivery and in particular, not restore, repair, clean or reframe the work in any way and in the event that work is stolen or damaged in any way you will be fully liable to the Company for the loss or damage of the work.
7.1 If the work is to be exported from the United Kingdom, whether to other countries within the European Union or outside the European Union, the Company will normally make appropriate arrangements for export and shipment and will charge for the reimbursement of its additional costs and expenses incurred in doing so.
7.2 If, contrary to our normal practice, we allow you to make arrangements for export of the work, you must comply with all requirements of HM Customs and Excise, the export licensing authorities and any other relevant official bodies and:
7.2.1 provide the Company with all the relevant documents showing proof of export without delay and in any event within 7 days from the date of shipment; and
7.2.2 reimburse to the Company any sum claimed if HM Customs and Excise or any other official body makes any claim against the Company for value-added tax or any other expense or penalties resulting from your failure to comply with the relevant requirements for export and import.
7.3 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.
7.4 Unless otherwise agreed in writing with the Company, the sale of the work is not dependent on either the Company or you obtaining an export licence.
7.5 You are advised that several countries prohibit the importation any items made from or containing certain endangered or protected species (such as ivory or tortoiseshell), while other countries will require a permit (e.g. a CITES licence). Such permits must be obtained from the relevant regulatory body in both the country of importation and exportation. If you intend to import such items into another country you should familiarise yourself with the relevant customs regulations and laws before purchase. Delays or refusal of import or export of such works shall not permit cancellation of a sale. It is your responsibility to satisfy any laws or regulations applying to the import or export of any work containing such protected species. For further information on the protected species listed please visit the CITES website: http://www.cites.org/. For further information about import and export regulations please visit: http://www.defra.gov.uk/ahvla-en/imports-exports/cites/. On request, the Company can assist with or apply for a license on your behalf.
8. Terms for trade buyers
Where you do not purchase the work as a consumer, if (a) you fail to pay the full purchase price of the work or to comply with the obligations set out in clauses 6 and 7 above, or otherwise do or fail to do anything which may in any way imperil the Company’s ownership of the work or (b) before you make full payment of the purchase price to the Company, 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; or an application for an interim order for a voluntary arrangement, or for the appointment of an administrator; or the appointment of an administrative or other receiver), then
8.1 the Company shall have the right to repossess the work and/or avoid a sale to you, with or without notice to you, and
8.2 at the Company’s option, we may require you either to return the work to the Company’s premises in London at your cost or tell us where the work is kept and allow the Company’s officers or representatives to enter the premises where the work is kept and take the work back (it being understood that where the work consists of more than one item, this right of repossession will extend to all those items).
9. Limitation of the Company’s liability
9.1 Any claim against the Company must be brought within a period of 1 year from the date of the invoice for the work.
9.2 We shall not be liable for loss of profits (whether direct or indirect) or indirect or consequential loss or damage, if any, which you may suffer in connection with buying the Work. Any liability to you for breach of our obligations whether in contract tort or otherwise, shall be limited to the price paid for the Work provided that nothing in this clause 10 limits or excludes our liability for: (a) death or personal injury caused by our negligence or any of our agents; and/or (b) fraud.
We will have the right, but not the obligation, 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 and any amount paid to us that represents a royalty due to the Work's author upon the resale of the Work ("Resale Royalty"). The refund of the price and any Resale Royalty 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.
12. Further Information: Non–Trade Buyers
This clause applies only where the sale of the Work is to an individual acting for purposes which are wholly or mainly outside that individual's trade, business, craft or profession ("the Consumer").
The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (included as amended) applies to any sale of works of art to Consumers. It is not our standard policy to sell works of art exclusively by electronic mail/other methods of distance communication, however, in the exceptional case where a contract for the sale of the Work is concluded exclusively through such distance communication:
12.1 The Company confirms that it is the supplier of the Work sold to you and it is the party to whom any complaints or comments should be directed.
12.2 If you have concluded a transaction exclusively at a distance you have the right to cancel the contract for the purchase of the Work in question within 14 days from the day on which you acquire, or a third party other than the carrier and indicated 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.
12.3 If you cancel a contract concluded exclusively at a distance for the purchase of the Work, we will reimburse to you all payments received from you, including the 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). We may make a deduction from the reimbursement for loss in value of the Work, if the loss is the result of unnecessary handling by you. We will make the reimbursement without undue delay.
12.3.1 - 14 days after the day we receive the Work back from you; or (if earlier)
12.3.2 - 14 days after the day you provide evidence that you have returned the Work.
12.4 If we do not receive the Work back from you, we may arrange for collection of the Work from you at your cost.
13. Anti-Money Laundering
13.1 As the buyer you warrant that:
13.1.1 - The funds used to, pay for the work are not connected with any criminal activity, including tax evasion, and you are neither under investigation, nor have you been charged with or convicted of money laundering, terrorist activities or other crimes, and
13.1.2 - Where you are buying on behalf of another person:
If any part of these terms is found to be invalid, unlawful or unenforceable by any Court or other competent authority, it will not affect the remaining terms, which will continue to be valid and enforceable.
Any notice to be given to the Company in connection with the sale of the work must be in writing to the Company’s offices and sent by registered post, or delivered by hand, or sent by email to firstname.lastname@example.org. Any notice given by the Company to you will be given in writing to you and sent to your last known address, or by the email to the email address that the Company holds for you.
16. Law and Jurisdiction
16.1 These terms and conditions are to be construed and take effect in accordance with English law.
16.2 If you are purchasing the work as a consumer, the courts of England and Wales will have non-exclusive jurisdiction in relation to any dispute. If you are not purchasing the work as a consumer, the courts of England and Wales will have exclusive jurisdiction in relation to any dispute.
Philip Mould Limited
18-19 Pall Mall
London, SW1Y 5LU
Registered in England No: 01976991
105-111 Euston Street