ARIANNE PIPER ART ADVISORY

LIMITED CONDITIONS OF SALE

These Conditions of Sale, together with the invoice, set out the terms on which you agree to purchase and Arianne Piper Art Advisory Limited, a company incorporated and registered in England with company number 05702303, (“we”, “us” and “our”) agrees to sell, the artwork(s) described on the invoice (“Artwork(s)”). If you are purchasing the Artwork(s) from us on someone else’s behalf, that person accepts joint and several liability with you under these Conditions of Sale.

1. Selling as Agent: We typically sell Artwork(s) as agent for the seller who may be the owner of the Artwork(s) or an agent of the owner. Unless we tell you otherwise, the owner is selling in a private capacity and not in the course of business.

2. Payment: You must pay us the price of the Artwork(s) plus any expenses (for example without limitation transport and packing expenses paid by us) and, if applicable, any VAT and the artist resale royalty (the “Purchase Price”). If the Artwork(s) is/are sold within the VAT Margin Scheme, VAT will not be shown on the invoice. You agree to pay the Purchase Price in accordance with the terms of the invoice and in the currency specified on the invoice. The time of payment is of the essence. You agree to compensate us fully for any loss, damage, claim, liability, judgment, cost or expense incurred by us (including reasonable legal fees) arising from or in connection with your failure to make payment of the Purchase Price in accordance with the terms of the invoice. All payments to us must be from a bank account held in the name of the person or company to whom the invoice is addressed, and the invoice and the identification documents provided pursuant to clause 9 below must match the identification details of the addressee of the invoice. We do not accept payment from third parties. It is your sole responsibility to ensure that the Purchase Price is wired to our bank account having checked the payment details over the telephone, and we accept no liability for any monies intercepted or not received by us for any reason, including cybercrime.

3. Remedies for Late Payment or Non-Payment: If you fail to make payment of the Purchase Price in accordance with the terms of the invoice, we will charge you interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate from the date when payment was due until payment is made in full and/or we may in our sole discretion exercise any of the following remedies: (i) cancel the sale of the Artwork(s); (ii) retain any deposit paid by you towards the Purchase Price or a percentage of the deposit, as the case may be, to compensate us for our reasonable costs and loss caused by your failure to make payment on time or at all; (iii) resell the Artwork(s) and in the event that the resale is for less than the Purchase Price, claim from you the difference between the resale price and the Purchase Price plus the costs of the resale; and/or (iv) commence legal proceedings to recover the Purchase Price, any interest on the Purchase Price, our reasonable costs and expenses and the cost of such proceedings.

4. Commission: You agree that we may pay a commission to any party who has assisted us with the sale of the Artwork(s) or introduced you to us.

5. Description of the Artwork(s): The Artwork(s) is/are sold “AS IS” without any representations or warranties, or guarantees by you or us of any kind, whether made orally or in writing, express or implied, and other than those which cannot be excluded by law, regarding (i) the merchantability, (ii) fitness for a particular purpose, (iii) correctness of any descriptions and/or images, (iv) relevance of the Artwork(s), and (v) with respect to any of the characteristics of the Artwork(s), including (without limitation): age, authenticity, attribution, provenance, origin, condition, importance, size, quality, rarity, value, historical reference or significance, current or future value, medium, material, period, cultural context or source (recorded in the description of the Artwork(s) or elsewhere) which are statements of opinion only and not representations of fact. The sale of the Artwork(s) shall not be treated as a sale by description and statements made orally or in writing by us as to the characteristics of the Artwork(s) shall not be treated as terms of the sale. We are not liable (i) for the statements, data, information and opinions of others in relation to the Artwork(s), (ii) for any deterioration of the Artwork(s) after the sale or, (iii) in circumstances where you fail to comply with our or the artist’s instructions related to the handling, installation or maintenance of the Artwork(s).

6. Transfer of Ownership and Risk: Ownership of, and risk of loss of and damage to, the Artwork(s) will pass to you when (i) we receive the Purchase Price in full and cleared funds; and (ii) we confirm that we have completed to our satisfaction all our financial and other due diligence required by applicable regulations. You must make appropriate arrangements to insure the Artwork(s) from the date when ownership of the Artwork(s) passes to you. Unless otherwise agreed in writing, the Artwork(s) will not be released until points (i) and (ii) in this clause have been completed.

7. Contractors: We do not provide services typically provided by contractors such as conservators, shippers and insurance brokers. Whilst we may suggest that you use a particular contractor, if you use or agree to us using that contractor, you or we shall do so at your risk. Unless otherwise agreed in advance and in writing, you will arrange to condition check, pack and collect the Artwork(s) at your own risk and expense within 14 days of payment of the Purchase Price.

8. Export and Import: You are responsible for compliance with import and export laws and regulations. You undertake to us that if you make arrangements to export the Artwork(s) from the UK, you will (i) comply with HM Revenue & Customs regulations, including but not limited to shipping the Artwork(s) from the UK within the relevant period if the sale is for export and zero-rated for VAT, (ii) comply with applicable import and export laws and regulations; and (iii) will make payment of any tax or duty in relation to the purchase and transport of the Artwork(s), including but not limited to the payment of import tax, customs duty, sales or use tax that must be paid in the country of destination, whether on shipment, on import or at any other time. You agree to provide us with the relevant proof of export within seven (7) days from the date of shipment of the Artwork(s). The sale of the Artwork(s) (whether or not described in the invoice as for export) is not dependent on either us or you obtaining an export licence or any other form of licence. You shall indemnify us and the seller in full against any claims, damages, costs, expenses (including professional fees), liabilities or losses arising from or in connection with any failure by you to comply with this Clause.

9. Anti-Money Laundering and Sanctions Regulations: In accordance with applicable anti-money laundering and sanctions legislation we must verify the identity of buyers. Accordingly, if you are an individual, you agree to provide (i) a copy of the your 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 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 applicable regulations. If you are buying as an agent on behalf of someone else, should we request, you agree to provide us with the identification documents and related information of your principal as detailed above. You agree that we may share the information received from you pursuant to this clause with the seller of the Artwork(s), solely for the purposes of the seller’s compliance with anti-money laundering and sanctions obligations applying to them.

10. Buyer’s Representations: You represent and warrant now, and at all times up to and including the completion of the sale, that: (i) you will not resell or offer to resell the Artwork(s) to any third party until ownership has passed to you in accordance with clause 6 and will only make such an offer thereafter subject to your obligations pursuant to clause 11; (ii) you are not, and any agent acting for you, is not subject to trade sanctions, embargoes or any other restriction on trade in the jurisdiction in which it does business, under the laws of the European Union, the laws of England and Wales or the laws and regulations of the United States (the “Restrictive Measures”), you and your agents are not owned, partly owned or controlled by person(s) subject to such Restrictive Measures, and the Artwork(s) will not be transferred to or used by or for the benefit of any person(s) subject to Restrictive Measures; (iii) the funds to be used for the purchase of the Artwork(s) 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 activities; (iv) 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 these Conditions of Sale; (v) none of your representations and warranties in these Conditions of Sale either contain nor, as of the date on which the sale contemplated in these Conditions of Sale concludes, will contain any untrue statement of a material fact nor omit nor, as of the date on which the sale contemplated in these Conditions of Sale concludes, will omit to state a material fact necessary to make the statements contained herein not misleading; and (vi) you agree to provide such information as we shall require to enable us to satisfy our regulatory and legal obligations and warrant that information about you, your principal (if any), and if appropriate, the source of the purchase funds is accurate, complete and not misleading. We shall rely on your representations, and your representations are a condition of your agreement with us.

11. Right of First Refusal: Unless a different period is agreed in writing, should you decide to re-sell the Artwork within five (5) years from the date of our invoice, you shall either (i) offer the Artwork to us first for a price equal to its then fair market value and we shall have the exclusive option, for a period of thirty (30) days from the date of your written offer, to buy the Artwork from you, or (ii) consign the Artwork to us for sale on your behalf for a period that will not exceed six (6) months, with the authority to sell the Artwork for a price that is not less than the fair market value less [15%]. Fair market value will be determined by the retail price for artworks of similar scale and significance at the time. If you fail to comply with this provision, you will promptly pay us an amount equal to the difference between (a) the average auction price (including buyer’s premium) achieved for similar artworks by the artist in perfect condition at the most recent public auctions and (b) the price invoiced by us to you for the Artwork.

12. Indemnity: You shall defend and hold us and each of our directors, employees, agents and consultants and the seller harmless from and against, and compensate us and them in full for, any and all claims, actions, liabilities, losses, damages, and expenses of any kind (including reasonable legal fees) relating to any (i) breach or alleged breach (whether alleged by us or by a third party) of your obligations under these Conditions of Sale, and (ii) physical loss or damage to the Artwork(s).

13. Exclusion and Limitation of Liability: Any claim by you against us or the seller must be made within twelve (12) months of the date of the invoice. Our total liability in contract, tort, misrepresentation or otherwise, arising in connection with the sale of the Artwork(s) shall be limited to the sum of £25,000. We do not accept any liability for any act or omission by the seller in relation to the sale of the Artwork(s) to you. We shall not be liable to you for any loss of profits, loss of business, loss of anticipated savings or for any special, indirect, incidental, or consequential loss, costs, damages, charges or expenses to the fullest extent permitted by law. Without prejudice to the rest of these Conditions of Sale, no term in these Conditions of Sale shall be deemed to exclude or limit our liability to you in respect of any fraud or fraudulent misrepresentation made by us, or in respect of death or personal injury caused by our negligent acts or omissions.

14. Force Majeure: Neither party shall be in breach of its obligations under these Conditions of Sale nor liable for a delay in performing, or failure to perform, any of its obligations under these Conditions of Sale if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances, the time for performance will be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for three (3) months, the other party may terminate these Conditions of Sale by giving fourteen (14) days' written notice to the affected party without incurring any liability related to such termination.

15. Consumer’s right to cancel: If under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (i) the contract of sale qualifies as an “off-premises contract” or a “distance contract” and (ii) you qualify as a UK or EU “consumer” as defined in the Regulations, 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(s) (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. A model form cancellation is set out below. In those circumstances, 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(s) 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 cost of returning the Artwork to us, including any import duties you or we may incur as a result of your return. You are only liable for any diminished value of the Artwork if your handling of the Artwork went beyond what is necessary to establish the nature and characteristics of the Artwork. 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.
Model form cancellation:
To: Arianne Piper Art Advisory, 5 Manchester Square, London, W1U 3PD
Phone: [phone number]
Email: [email Address]
Notice: I hereby give notice that I cancel my contract for the sale of the following goods ordered on/received on:
Name of consumer:
Address of consumer:
Signature of consumer (only if this form is notified on paper):
Date:

16. Confidentiality: Unless (i) compelled by order of a Court or governmental authority; (ii) necessary to enforce the terms of the purchase; (iii) the information is already in the public domain; or (iv) you or we have provided prior written consent, you and we shall keep your identity and the terms of our dealings related to the Artwork(s) confidential except that you and we may disclose the terms of the purchase to our professional advisers. We shall not be obliged to reveal to you the identity of the seller(s) and/or previous owner(s) of the Artwork(s).

17. Data Protection: 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, contact 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 Conditions of Sale), 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. If you do not wish to receive information about us and our services, please contact us at [dpo@ariannepiper.com] [or use the unsubscribe function contained within our communications]. For more information about our collection, storage and use of your personal data, please see our Privacy Policy located at https://www.ariannepiper.com/privacy. Our liability to you in respect of your personal data is subject to clause 13.

18. Law and Jurisdiction: These Conditions of Sale and any dispute or claim arising out of or in connection with them or their subject matter including non-contractual disputes or claims) shall be governed by English law. In the event of a dispute arising under or in connection with these Conditions of Sale (including non-contractual disputes or claims), you irrevocably (i) submit to the exclusive jurisdiction of the English courts, (ii) agree that we shall have the right to bring proceedings in any Courts within or outside England and Wales, and (iii) waive any objection to the jurisdiction of such Courts on the grounds of venue or on the grounds that proceedings have been brought in an inappropriate forum.

19. Miscellaneous Provisions: You accept and agree that you do not acquire any copyright and other intellectual property right in the Artwork(s). Should any provision of these Conditions of Sale be held void, invalid or unenforceable for any reason, the remaining provisions shall remain in full force and effect. These terms are binding on your successors, assigns and representatives. No term in these Conditions of Sale shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by anyone other than you. These Conditions of Sale set out the entire agreement between us and you in respect of the transactions contemplated therein and supersede all prior and contemporaneous written, oral or implied understandings, representations and agreements between us and you relating to the subject matter of these Conditions of Sale.