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"
Trent Galleries registered in England and Wales under company number 3674033 with Registered Office at The Hollies, Low Street East Drayton Nottinghamshire
DN22 0LN
"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 within 30 days 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 01636 646426, by Newark@trentgalleries.co.uk or by post to Customer Services Department, Trent Galleries 3 Chain Lane, Newark Nottinghamshire NG24 1UA. 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 Trent Galleries at 3 Chain Lane Newark Nottinghamshire
Ng24 1au. 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.