Please read these Terms and Conditions of Sale (‘terms’) and only proceed with your purchase if you wish to be bound by them. Please contact Progressive Art Gallery Ltd (“us” or “we”) if you wish to discuss any of the terms.
1. Purpose And Effect
1.1 The terms constitute the entire agreement and understanding (“the agreement”) in relation to the sale and purchase of the work (or works) of art identified on the invoice (“the Work”) for the price stated on the invoice (being the agreed price for the sale of the Work to you) (“Price”). To the fullest extent permitted by law no other terms express or implied shall apply. We confirm that to the best of our knowledge we either own the Work or are authorised to sell it on behalf of the owner. Progressive Art Gallery Ltd is registered in England (registered number 05702668) and its registered address is 20 High Street, Broadway, Worcestershire, WR12 7DT.
1.3 All sales of Works by us are subject to these terms. Without limiting the ways in which these terms apply, acceptance of these terms shall be demonstrated:
1.4 No agreement may be cancelled by you. You shall on demand indemnify and keep us indemnified in full against all loss, costs (including legal fees and court costs) and expenses incurred by us as a result of the agreement being breached in any way in full or in part by you. We may, but are not obliged to, mitigate our losses, liabilities, costs and expenses.
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 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.
2.2 While we will on request explain the condition of the Work at the time of the sale and provide any information in our possession about condition for which you may reasonably ask, we will not be responsible for any subsequent deterioration of the Work, however occasioned, after the sale. We accept no responsibility with regard to the hanging of sold Works; any work undertaken in this regard is at your 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 Work 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 us as to the matters set out in clauses 2.1, 2.2, and 2.3 above.
3. Payment Of Purchase Price
3.1 You must pay us the invoice Price for the Work, together with delivery costs, any VAT and any amounts payable to us under clause 7, by bank transfer or such other methods as we agree, within 30 days of the date of the invoice (unless specified otherwise on the invoice or statement). Payment is deemed received when we have cleared funds. 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 2% per annum above Lloyds Bank plc base rate.
3.2 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.
3.3 We reserve the right to require you to present such documents as we may require to confirm your identity. Where payment of the price is made by someone other than you (“third party payer”), we may require documents to confirm their identity and their relationship with you. We may decline such payments in our sole discretion.
4. Commission Payable By Us To Third Parties
4.1 We may pay a commission to any party who has assisted us with the sale of the work to you or who has introduced you to us. You will be provided with details.
5. Delivery Of The Work And Passing Of Risk
The Work will be delivered following receipt of the full Price by us in cleared funds.
5.1 We will deliver the Work to the address both parties have agreed in writing unless it is agreed in writing that you should collect it from us. You are responsible for all costs of delivery or collection unless we agree otherwise in writing.
5.2 You will be responsible for the Work, for the risk of damage to it or loss of it and also for insuring it, from the time and date agreed for its delivery and you agree that thereafter you will not hold us responsible for insuring the Work or for any loss or damage to the Work. Any loss or damage prior to delivery shall be covered by the terms of our insurance then in effect and we shall have no liability for loss of profit, business, revenue or incidental, consequential, or exemplary damages.
5.3 If you fail to accept delivery of the Work at the agreed time we may charge you for the reasonable costs of storage, insurance and re-delivery and risk in the Work shall immediately pass to you and you irrevocably authorise us to deposit the Work with you if delivery has not occurred within six months.
5.4 Dates quoted for delivery are approximate and we shall not be liable for delay. Time of delivery shall not be of the essence nor capable of being made of the essence. You will provide us with all necessary information and documentation to facilitate delivery.
6. Breach By You
6.1 If you fail to pay the Price in full (or if we agree with you payment by set instalments and you fail to pay any one or more instalment) in accordance with clause 3.1 above, or if prior to you paying the Price in full you fail 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 our ownership of the Work or the Work itself, we are entitled (without prejudice to our other rights and remedies at law) to either:
6.1.1 terminate the contract for sale, repossess the Work and claim damages for any loss we have suffered; and/or 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 2% per annum above Lloyds Bank plc base rate from the date when payment was due until payment is made in full; and/or retain any sums paid; and/or to further seek to mitigate the loss by selling the Work on such terms as we may reasonably consider appropriate and to claim the balance from you; or
6.1.2 at our election, treat the sale as cancelled, and repossess the Work, 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 Work, refund to you any part of the Price you have paid, after deduction of any sums due to us including but not limited to costs of recovery and restoration of the Work.
6.2 We shall also have the right to repossess the Work and cancel the sale if before you make full payment of the purchase price to us, (1) proceedings occur in the UK or elsewhere involving your solvency (or if you are more than one person, jointly and/or severally) or (2) we reasonably apprehend that insolvency is about to occur in relation to you or otherwise have genuine doubt with respect to your capacity to pay the Price in full, then we or our agent may, at our option, immediately repossess the Work and/or terminate the sale with or without notice whereupon, without prejudice to any other rights and remedies available to us, you will return the Work to our nominated address (at your sole risk and cost), or, at our option, we or our agent may enter the premises where the Work is kept to regain possession. Nothing herein shall limit other rights available to us pursuant to applicable law.
6.3 Where we notify you of the exercise of our right to repossession, at our option you will within seven days of such notice, return the Work to our premises at your cost and risk or tell us where the Work is kept and allow us to enter the premises where the Work is (separately) kept and take the Work away at your cost (it being understood that where the Work consists of more than one item, our rights of repossession extend to all such items).
7. General Terms
7.1 Both parties agree that in entering into the agreement neither party relies on, nor has any remedy in respect of, any statement, representation or warranty (“Representation”), negligently or innocently made to any person (whether party to this agreement or not) including without limitation any Representation made prior to or at the same time as the agreement is entered into, other than as expressly set out in the agreement as a warranty. The only remedy for breach of any warranty shall be for breach of contract under the agreement. Nothing in the agreement shall operate to limit or exclude any liability for fraud or fraudulent misrepresentation.
7.2 The benefit of the agreement and the rights thereunder shall not be assignable by you and any attempt to assign your obligations shall be null and void. None of our obligations under this Agreement are transferable to subsequent purchasers or other future possessors of the Work. We may sub-contract or assign our obligations.
7.3 In the case of a consumer contract within the meaning of the Unfair Contract Terms Act 1977, these conditions shall not apply to the extent that they would be rendered void or unenforceable by virtue of the provisions thereof.
7.4 Neither party intends the terms of the Contract to be enforceable by a third party pursuant to the Contracts (Rights of Third Parties) Act 1999.
7.5 We shall not be liable for any breach of the agreement due to causes or events outside our reasonable control. In such circumstances we shall be entitled to exercise our rights under clause 8.1.2.
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