The Customer on placing the Order with the Company hereby accepts these terms and conditions and enters into this Agreement.

1. Definitions
   • In this Agreement:

Conditions means these terms and conditions of sale.

Company means DM FINE ART LTD (Company Number 10083543) holding its registered office address at 10 Philpot Lane, London, England, EC3M 8AA.

Contract means these Conditions and the Order.

Customer means the person, firm, company, or other legal entity who is purchasing Artwork from the Company.

Force Majeure Event means acts, circumstances, or events beyond the reasonable control of the Company as set out in but not limited to clause 16.1.

Artwork means the works of art including but not limited to paintings and sculptures purchased from the Customer from the Company as specified in the Order.

Notice means written communication by letter or email.

Order means any order placed by the Customer to purchase the Artwork, usually by completing an order form or by way of email or text message sent to the Company containing details of the Artwork the Customer wishes to purchase.

2. Sale
   • These Conditions and the Order are considered to be the whole agreement between the Company and the Customer for the sale of the Artwork and supersede and extinguish all previous agreements, promises, assurances, representations and understandings between the Company and the Customer.
   • The Customer shall purchase the Artwork by placing an Order either by completing an order form or sending an email setting out sufficient detail of the Artwork they wish to purchase from the Company.
   • By placing an Order, the Customer is making an offer to enter a binding contract with the Company to purchase the Artwork as referred to in the Order. The Company reserves the right to accept or reject an Order at its discretion.
   • The Customer is responsible for ensuring that the details contained in the Order are complete and accurate.
   • The Customer acknowledges that by placing an Order with the Company they will be bound by these Conditions.
   • The Order shall be deemed to be accepted when the Company issues to the Customer an invoice for the Artwork ordered from the Company.
   • Any samples, descriptions, advertising and/or marketing materials provided by the Company are intended as guidance only and are intended to give a general approximation of the Artwork in question. They shall not form part of this Agreement or have any contractual force.

3. Price
   • The price of the Artwork shall be the price quoted on the Order.
   • Prices are exclusive of VAT, the Customer shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Artwork.
   • The Company may, by giving Notice to the Customer at any time before delivery, increase the price of the Artwork to reflect any increase in the cost of the Artwork that is due to:
     • any factor beyond the Company’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials, and other manufacturing costs);
     • any request by the Customer to change the delivery dates, quantities or type of Artwork ordered; or
     • any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate or accurate delivery information or instructions.
   • The price of the Artwork is exclusive of the costs and charges of packaging, tax, duties, insurance, and transport of the Artwork which will be notified to the Customer on receipt of an Order and invoiced to the Customer.

4. Deposit
   • At the Company’s discretion, a deposit payable by the Customer may be required before an Order can be accepted by the Company.
   • The deposit shall be discounted from the final invoiced price of the Artwork.

5. Payment
   • The Company will send an invoice to the Customer for the amount due plus any taxes and duties, based on the Artwork ordered and the current price for that Artwork.
   • The Customer must make payment of the invoice within 7 business days of the Customer receiving the invoice.
   • Payment shall be made to the bank account nominated in writing on the invoice sent to the Customer by the Company.
   • If the Customer fails to make any payment due to the Company by the due date for payment, then the Customer shall pay an interest fee at 8% above the Bank of England base rate as under the Late Payment Act 1998. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount. The Customer shall pay the interest together with the overdue amount.
   • The Customer shall pay all amounts due in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Company may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.

6. Delivery
   • The Customer may collect the Artwork from the Company, or as specified at the point of Order and for an additional charge, the Company can arrange for delivery of the Artwork to the Customer.
   • Delivery dates and times are approximate only and the Company is unable to guarantee any timed deliveries.
   • Deliveries will be made to the address specified by the Customer in the Order. It is the Customer’s responsibility to ensure that the delivery area is safe and secure to deliver to, at all times and to ensure the safety of the public and staff during deliveries.
   • The Company will notify the Customer of dispatch of the Artwork to the shipping agent.
   • Subject to clause 11 and to the fullest extent permitted by law, the Company will not be liable for any accidents or injuries that occur to the Customer or any members of public or tradesman, or any damage or expense caused during the delivery process.
   • On delivery of the Artwork, all Artwork should be thoroughly checked by the Customer and the delivery note must be signed by the Customer, or the person accepting the delivery on behalf of the Customer, to either confirm acceptance of the Artwork in full and good condition or to note any issues with the Artwork.
   • Liability for damage, defect or non-delivery of the Artwork cannot be accepted by the Company unless Notice is given to the Company within 2 business days of delivery or collection of the Artwork.
   • Delivery is complete once the Artwork has been unloaded at the address for delivery as set out in the Order and the delivery is signed for by the Customer.
   • The Customer shall be responsible for obtaining any necessary import licences or permits necessary for the entry of the Artwork into the Territory, or their delivery to the Customer.
   • The Customer shall be responsible for any and all customs, duties, clearance charges, taxes, and other amounts payable in connection with the importation and delivery of the Artwork to the Customer.
   • If the Company fails to deliver the Artwork, the Company will not be liable to the extent that any failure to deliver was caused by:
     • a Force Majeure Event; or
     • the Customer failing to provide adequate delivery instructions or any other instructions that are relevant to the delivery of Artwork.
   • If the Customer fails to take delivery of the Artwork within five days after the day on which the Customer was notified that the Artwork were ready for delivery or collection, the Company may resell part of or all the Artwork contained in the Order, and after deducting any reasonable storage and selling costs, account to the Customer for any excess over the price of the Artwork or charge the Customer for any shortfall below the price of the Artwork.

7. Returns
   • The Customer is not permitted to cancel the Contract or return any Artwork and receive a refund for any reason unrelated to damage caused by the Company’s wilful act or negligence, inauthenticity of Artwork, or Artwork not materially matching the Order as governed by clause 9

8. Transfer of risk and title
   • Risk of loss or damage to the Artwork shall pass to the Customer on collection or delivery (or in the case the Customer wrongfully failing to take delivery of the Artwork the time when the Company has tendered delivery of the Artwork) and the Customer shall insure the Artwork from that time until ownership of and title to the Artwork passes to the Customer.
   • Ownership of and title to the Artwork shall not pass to the Customer until the Company has received in full all sums due to it in respect of:
     • the Artwork; and
     • all other sums which are, or which become due to the Company from the Customer on any account (including but not limited to; shipping, delivery, and packaging costs).
   • The Customer acknowledges that until ownership of and title to the Artwork have transferred, they are in possession of the Artwork solely as bailee in a fiduciary capacity for the Company. The Customer shall keep the Artwork separate from any other Artwork belonging to the Customer and/or to third parties and ensure that the Artwork is properly stored, protected, insured.
   • If the Company still has ownership and title to the Artwork and the Customer sells or otherwise disposes of the Artwork it shall do so as agent for the Company and shall hold the entire proceeds of sale of the Artwork whether tangible or intangible, including insurance proceeds, for and on behalf of the Company until the Company has received payment in full. The Customer shall keep all such amounts separate from any monies or property of the Customer and third parties and in the case of tangible proceeds, properly stored, protected, and insured. The Customer shall maintain records of the persons to whom it sells or disposes of the Artwork and of the payments made by such persons for the Artwork and will allow the Customer to inspect those records and the Artwork themselves on request. The Customer shall be entitled to trace the proceeds of sale or otherwise of the Artwork.
   • Until ownership of and title to the Artwork passes to the Customer (and providing the Artwork are still in existence and have not been resold), the Company shall be entitled at any time to require the Customer to deliver up the Artwork to the Company and, if the Customer fails to do so immediately, to enter upon any premises owned or occupied by the Customer or any third party where the Artwork is stored and repossess it. The Customer shall procure that any third party, which holds the Artwork, shall permit the Company to take possession of it and shall indemnify the Company and keep the Company indemnified against all liability, which it may incur to such third party in connection with taking or attempting to take possession of them. The Company shall be entitled to use or dispose of the Artwork as it wishes.
   • For the avoidance of doubt, if title and ownership of the Artwork has not passed to the Customer then the Artwork supplied to the Customer by the Company shall be presumed to belong to the Company.

9. Damage or Defects
   • Artwork will not be accepted for return and/or refund unless the Company is reasonably satisfied that the Artwork is damaged or defective, and the relevant notices were made in accordance with clause 7.
   • No claims or complaints will be accepted in respect of any existing damage or defects that were apparent on the Artwork prior to the Order nor any changes in colouring, texture, or appearance of the Artwork which occurred through natural processes or usual damage over time due to the age of the Artwork.
   • No claims or complaints will be accepted in respect of any damage or defects that exist due to the age of the Artwork.
   • On receiving Notice that the Artwork is potentially damaged or with defects, in accordance with clause 7, the Company shall be entitled to request that the Artwork is returned to them or at the Company’s discretion arrange collection of the Artwork. Once the Artwork has been checked for the reported damage or defect, the Company will either (at their sole discretion):
     • provide the Customer with a full or partial refund; or
     • if reasonably possible replace the Artwork; or
     • if reasonably possible repair and/or restore the Artwork.

10. Warranties
    • The Company warrants to the Customer that the Artwork shall be delivered to the Customer in a materially undamaged condition and free from any material defects.
    • Except where expressly provided by this Agreement at clause 1 above, the Company gives no warranties, conditions, guarantees or representations as to the quality or fitness for a particular purpose of the Artwork and all other warranties, conditions, guarantees or representations, whether express or implied, oral or in writing are hereby excluded.

11. Liabilities
    • Nothing in this Agreement in any way limits the Company’s liability for fraud, death or personal injury resulting from negligence or any other liability that cannot be limited or excluded as a matter of law.
    • Subject to clause 1 the Company will compensate the Customer for any loss or damage the Customer may suffer if the Company fails to carry out its duties imposed on it by law unless that failure is attributable to:
      • the Customer’s own fault;
      • a third party unconnected with the Artwork under this Agreement; or
      • events which the Company could not foresee or forestalled even if the Company had taken all reasonable care.
    • Any direct losses that the Company may be held liable for shall not exceed the amount of payment paid or payable by the Customer to the Company.
    • The Company shall not be liable to the Customer for any losses due to circumstances beyond its reasonable control in accordance with clause 16

12. Indemnity
    • The Customer shall indemnify the Company against all costs, fees, claims, expenses, disbursements, and charges, including legal fees and costs, reasonably incurred by the Company in the recovery of any outstanding payment for the Artwork regardless of the value of the Company’s claim.

13. Termination
    • Without limitation of the Company’s other rights, the Company shall be entitled to suspend the supply or delivery of the Artwork to the Customer, or terminate this Agreement by giving Notice if:
      • the Customer commits a material breach of any of these Conditions and fails to rectify it within 14 days of receipt of a Notice detailing the breach and requiring remedy of the same;
      • the Customer fails to pay any amount due under this Agreement on the due date for payment;
      • the Customer becomes the subject of any voluntary arrangement, receivership, administration, liquidation or winding-up;
      • the Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing its own affairs or becomes a patient under any mental health legislation;
      • the Customer’s financial position deteriorates to such an extent that in the Company’s opinion their capability to adequately fulfil their obligations under this Agreement has been placed in jeopardy; or
      • the Customer suspends, ceases, or threatens not to carry on business.
    • The Company shall be entitled to terminate this Agreement for any reason whatsoever by giving no less than 14 days’ Notice to the Customer.
    • The Customer shall be entitled to terminate this Agreement for any reason within 14 days of placing the Order so long as the Artwork has not been delivered to or collected by the Customer.
    • Termination of this Agreement shall not affect the Company’s or the Customer’s rights and remedies that have accrued as at termination.

14. Original Works
    • Where the Company has commissioned and/or sold to the Customer 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 the Customer, nor should any such grant be implied or inferred. All such rights are expressly reserved to the Company and the Company does not guarantee that any such rights either will or will not be exercised.

15. Data protection
    • The Company takes the protection of personal data very seriously and shall only process data about the Customer in accordance with this Agreement and the General Data Protection Regulations.
    • Any personal data collected from the Customer shall only be used for the Company’s administrative purposes and for fulfilling the Order as set out in this Agreement.
    • Personal data may be used to contact the Customer about matters relating to Artwork or delivery of the Artwork or any other issue that may arise in relation to the Order.
    • The Company shall not pass on personal data collected to any other third party unless it is necessary to do so in order for the Company to perform this Agreement. By providing the Company with such personal data the Customer hereby gives their consent to the Company to use the personal data in this way.
    • Under the General Data Protection Regulations, the Customer can request to see a copy of the information the Company holds about them. The Customer can ask the Company to amend the information if it is incorrect which the Customer can do by giving Notice to the Company.

16. Force Majeure
    • The Company shall not be in breach of this Agreement nor liable for the delay or failure to perform its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond the Company’s reasonable control, including but not limited to (each a ‘Force Majeure Event’):
      • acts of god, acts of nature or acts by others beyond the reasonable control of the Company;
      • fire, flood, snow, burst pipe, explosion; or
      • war, strike, pandemic, epidemic, embargo, Government or Local Council requirement, civil or military authority or national crises
    • A party that is subject to a Force Majeure Event shall not be in breach of this agreement provided that:
      • it promptly notifies the other party in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance; and
      • it has used all reasonable endeavours to mitigate the effect of the Force Majeure Event to carry out its obligations under this agreement in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.
    • If the Force Majeure Event continues for a continuous period of more than 14 days, either party may terminate this Agreement by giving 14 days’ Notice to the other party. On the expiry of this notice period this Agreement shall terminate. This termination shall not affect the rights of the parties in respect of any breach of this agreement occurring before termination.

17. General contractual matters
    • The Company reserves the right to amend this Agreement from time to time as necessary and will send out the amended agreement to the Customer. Any updated terms and conditions will override all previous versions.
    • This Agreement supersedes any previously in force and should be construed as a whole.
    • If any part of this Agreement is found by a court or similar to be invalid, illegal, or unenforceable, that part shall be struck out, but the rest of this Agreement shall apply.
    • The Customer may not transfer any of their rights or obligations under these Conditions to another person without the Company’s prior written consent, which shall not be unreasonably withheld. The Company can transfer all or any of their rights and obligations under these Conditions to another organisation, but this will not affect the Customers rights under these Conditions.
    • Only the Company and the Customer are party to this Agreement, it is not intended that any term of this Agreement is to be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
    • This Agreement is governed by the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the English Courts.
    • Any failure or delay by the Company in enforcing or exercising any of the terms, rights or powers arising under this Agreement shall not constitute a waiver of those terms, rights or powers and shall not affect the Company’s right to enforce or exercise them at some later stage.