Terms & Conditions
Terms and Conditions of Sale of ABC-ARTE Gallery
It is important that you read and understand these terms and conditions before proceeding with this transaction. If there is any term that you do not understand or do not wish to accept, please discuss it with a representative of ABC-ARTE Gallery (we/us). Proceed with this transaction only if you wish to be bound by the terms and conditions set out below.
1. PURPOSE AND EFFECT
1.1 These terms and conditions set out all the terms of the agreement, other than price, between you as buyer and us as seller, in relation to the sale and purchase of the item or items identified in the invoice, hereinafter referred to as the “Artwork”.
We confirm that we own the Artwork or are authorised to sell it on behalf of the owner.
ABC-ARTE Gallery is registered in Italy (Registration Number GE - 424616) and its registered office is at Piazza della Vittoria 11A/1B, 16121 Genoa, Italy. For the purposes of these terms, “Artwork” shall also mean any artwork that is reserved, commissioned, customised, made upon request, in production, site-specific, made-to-order or otherwise specifically allocated to the buyer, where applicable.
1.2 If you wish to rely on any variation or addition to these terms and conditions, you must ensure that such variation or addition has been agreed by us in writing. No verbal communication, message, image, sketch, rendering, promotional material or informal exchange may amend these terms unless confirmed in writing by the Gallery. Any Artwork reserved, commissioned, customised, made-to-order, site-specific or otherwise specifically allocated to the buyer may not be cancelled without the written consent of the Gallery.
2. STATEMENTS ABOUT THE ARTWORK
2.1 All statements made by us concerning the authenticity, attribution, description, date, age, provenance, title or condition of the Artwork constitute only our judgement and opinion (provided that this shall not exclude any liability on our part for misrepresentation) and are not guaranteed by us. We accept no liability arising from any subsequent changes in expert opinion that may occur after the sale. Any image, photograph, rendering, mock-up, digital simulation, viewing room, sketch, preliminary description, reference artwork or illustrative material relating to the Artwork is provided for indicative purposes only and shall not constitute a binding representation, guarantee of identity or promise of conformity of the final Artwork.
2.2 Although, upon request, we will explain the condition of the Artwork at the time of sale and provide all information in our possession concerning its condition that you may reasonably require, we shall not be responsible for any subsequent deterioration of the Artwork, however caused, after the sale. For commissioned, customised, in-production or not yet completed Artworks at the time of the order, the artist shall retain full creative, technical and expressive freedom in the execution of the Artwork. The final Artwork may differ from images, sketches, renderings, reference artworks, preliminary indications or the buyer’s subjective expectations, including variations in composition, colours, materials, finishes, texture, scale and execution details, without this constituting non-conformity, defect, breach or grounds for dispute.
2.3 You are responsible for satisfying yourself regarding any statement made by us in relation to the matters set out in clauses 2.1 and 2.2 above. The buyer declares that they know and accept the artistic language, research and practice of the artist. Subjective dissatisfaction relating to the aesthetic qualities, artistic expression, emotional impact, colour rendering, perceived size, composition or other elements of personal evaluation of the Artwork shall not constitute grounds for cancellation, return, price reduction, damages or any other claim against the Gallery.
3. PURCHASE ORDER, PAYMENT OF THE PURCHASE PRICE
3.1 Any offer or acceptance of a purchase order by you shall be deemed an offer to purchase the Artwork.
3.2 An offer or the acceptance of a purchase order shall be deemed to be a binding sale agreement in accordance with these terms only once ABC-ARTE has sent you a written invoice (“Invoice”). The issuance of the Invoice by the Gallery constitutes definitive completion of the sale agreement under these terms. Payment, even partial, of the Invoice or of a deposit confirms full acceptance of these terms.
3.3 Any Artwork not confirmed by an Invoice must be agreed in writing and signed by both parties. These terms apply to any additional sale made by ABC-ARTE.
3.4 If we are unable to accept your purchase order, we will inform you in writing and will not charge you for the Artwork and will refund any deposit paid in the meantime.
The reason for not accepting your order may be one or more of the following:
3.4.1 the Artwork is not available;
3.4.2 we are unable to commission the Artwork for any reason, including, by way of example, unavailability, delay, supervening impossibility, impediment or the artist’s decision not to proceed with the execution of the Artwork;
3.4.3 there are unforeseen limits on our resources that we could not reasonably have planned for;
3.4.4 a credit reference that we obtained for you does not satisfy our minimum requirements;
3.4.5 we have identified an error in the price or description of the Artwork;
3.4.6 we are unable to meet the specified delivery deadline.
3.5 You must pay us the full price for the Artwork, together with delivery charges, any applicable VAT and any amount due to us under clause 8 below, but excluding any deposit or advance payment that you may already have paid, by bank transfer or by other methods as agreed by us, within 30 days from the date of the invoice (unless otherwise indicated on the invoice). If we agree with you that the sale is conditional upon the issue of an export licence, payment shall be made, in the same manner, within 7 days from the issue of the export licence. In either case, payment shall not be deemed to have been made until we have received cleared funds representing the full amount. Any deposits, advances or partial payments made in relation to reserved, commissioned, customised, in-production or specifically allocated Artworks shall be deemed non-refundable, except in the event of definitive impossibility of performance attributable exclusively to the Gallery. Artist delays, technical production times, preparation, packing, transport, export, import, customs or other events outside the reasonable control of the Gallery shall not authorise suspension of payment, price reduction or cancellation of the purchase.
3.6 If you do not make full payment within the relevant period, we will charge you statutory interest.
3.7 For commissioned, customised, site-specific, made-to-order or still in-production Artworks, the timelines indicated for completion, delivery or shipment shall be deemed estimated, indicative and non-essential. Any delays by the artist or by the persons involved in the production or logistics of the Artwork shall not constitute breach by the Gallery and shall not give rise to any right of cancellation, refund, price reduction or damages.
4. COMMISSIONS DUE BY US TO THIRD PARTIES
We may pay a commission to any party that has assisted us in the sale of the Artwork or that has introduced you to us. We will provide you with the details. Such commissions, if due, shall not affect the validity of the sale nor grant the buyer any rights other than those expressly provided for in these terms.
5. ANTI-MONEY LAUNDERING
Pursuant to the anti-money laundering regulations in force since 10 January 2020, we are required to conduct customer due diligence on all sales of artworks exceeding EUR 10,000 before the transaction is carried out. Therefore, although in principle we may agree to such sale, we will not be able to complete it until we have received from you all necessary information and have been able to verify it as required by the regulations. The Gallery may suspend or refuse the sale, withhold delivery of the Artwork or terminate the relationship if the buyer does not promptly provide documentation, information or clarifications requested for anti-money laundering, tax, customs or compliance purposes.
6. COLLECTION OF THE ARTWORK AND PASSING OF RISK
6.1 You must collect the Artwork from our premises on the agreed date and at the agreed time, within 28 days from the date of payment, unless it is agreed in writing that: The collection, delivery, completion or shipment dates indicated by the Gallery are estimated, indicative and non-essential, unless otherwise expressly agreed in writing.
6.1.1 you should collect it elsewhere;
6.1.2 we should deliver it to you; or
6.1.3 you should arrange for someone else to collect it on your behalf.
6.2 Subject to clause 6.3 below, in all cases you shall be responsible for the Artwork, for the risk of damage to or loss of it, and also for its insurance, from the agreed date and time for its collection, including where damage or loss is sustained during collection or transit. Where shipment is organised by the Gallery at the request of or on behalf of the buyer, the Gallery shall act merely as logistics coordinator and shall not be liable for damage, delays, losses or events attributable to the carrier, freight forwarder, customs authorities or third parties, except in cases of wilful misconduct or gross negligence by the Gallery.
6.3 If, however, we allow you to take possession of the Artwork without your consent to purchase, for example on approval, we shall continue to be responsible for its insurance.
6.4 The Gallery shall not be liable for delays in delivery or shipment arising from international transport, customs procedures, export or import procedures, strikes, weather events, artist unavailability, production delays or other circumstances outside its reasonable control.
7. PASSING OF TITLE
7.1 Full legal ownership of the Artwork shall not pass to you until we have received in full all sums due in relation to the Artwork.
7.2 If you take possession of the Artwork before full payment has been made, you must:
7.2.1 retain possession of it, not sell it or transfer it to any other person, nor dispose of any interest in it;
7.2.2 in the case of an Artwork composed of more than one element, keep such elements together;
7.2.3 keep clearly visible all identifying marks showing that we own the Artwork;
7.2.4 keep the Artwork at your premises and at no cost to us, separately from other property;
7.2.5 upon our request, and after giving you reasonable notice, allow us or a third party acting on our behalf to have access to the Artwork in order to inspect it; and
7.2.6 preserve the Artwork in the same condition as it was in at the time of delivery and, in particular, not restore, repair, clean or alter it without our written consent. The buyer must also take all reasonable measures to protect the Artwork from humidity, heat, direct light, improper handling, non-professional installation or inadequate environmental conditions.
8. EXPORT
8.1 If the Artwork is to be exported from Italy to other countries of the European Union or outside the European Union, we will normally make appropriate arrangements for export and shipment and may apply a reasonable additional charge for doing so.
8.2 If, contrary to our normal practice, we allow you to make arrangements for the export of the Artwork, you must:
8.2.1 comply with all requirements of any relevant tax authority (i.e. any authority imposing the administration or collection of taxes, duties or levies), any export licensing authority and any other relevant official body;
8.2.2 provide us with all relevant documents proving export without delay and in any event within 7 days from the date of shipment; and
8.2.3 reimburse us for any sum requested from us by any competent tax authority or any other official body bringing claims against us for VAT, sales tax, use tax or any other expense or penalty arising from your failure to comply with the relevant export and import requirements.
8.3 Where, at the time of sale, the Artwork is intended for export, VAT will be charged on the Artwork if it is not exported.
8.4 In any event, you shall be responsible for the payment of any taxes including, but not limited to, import taxes, duties, goods taxes, sales taxes or use taxes payable in the destination country either at the time of shipment or importation or at any other time.
8.5 Unless otherwise agreed in writing, the sale of the Artwork is not dependent upon the obtaining by us or by you of an export licence and failure or delay in obtaining a licence shall not constitute grounds for cancelling a purchase or delaying payment for it. Likewise, logistical, customs, administrative or international transport delays, artist unavailability or force majeure events shall not constitute grounds for cancellation of the sale, return of the Artwork, price reduction or delay in payment.
9. BREACH BY THE BUYER
9.1 If you do not pay the full purchase price (or, if we agree with you payment by fixed instalments and you do not pay one or more instalments) by the due date, or if before paying the full purchase price you fail to comply with the obligations set out in clauses 7 and 8 above, or otherwise do or fail to do something that may in any way jeopardise our ownership of the Artwork or the Artwork itself, we shall have the right (without prejudice to our other rights and legal remedies) to:
9.1.1 terminate the contract of sale, repossess the Artwork and claim damages for any loss suffered; or
9.1.2 at our option, treat the sale as cancelled and repossess the Artwork, in which case (and only in such case), after the safe return of the Artwork, we will refund you any part of the purchase price paid, after deduction of any sums due to us including, by way of example but not limitation, the costs of recovery and restoration of the Artwork. It is understood that, in the case of commissioned, customised, in-production or specifically allocated Artworks, the Gallery may retain deposits, advances and sums necessary to cover costs, commitments, commissions, production, logistics or damages incurred.
9.2 We shall also have the right to repossess the Artwork and cancel the sale if, before you make full payment to us of the purchase price, proceedings occur in the United Kingdom or elsewhere involving your solvency (including but not limited to the filing 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 receiver or other receiver).
9.3 Where we inform you of the exercise of our right of recovery, within 7 days of such notice you shall return the Artwork to our premises at your expense and risk or tell us where the Artwork is stored and allow us to enter the premises where the Artwork is stored (separately) and remove the Artwork at your expense (it being understood that where the Artwork consists of more than one element, our recovery rights extend to all such elements).
10. LIMITATION OF OUR LIABILITY
10.1 Any claim against us must be brought within a period of 5 years from the date of the invoice for the Artwork or, if we have been guilty of any fraud or have deliberately concealed a relevant fact in relation to the Artwork, within 5 years from the discovery of this, or from the date on which you could have discovered it had you been reasonably diligent. We will not accept any claim after these periods.
10.2 We shall not be liable for loss of profits (whether direct or indirect) or for any indirect or consequential losses or damages, if any, that you may suffer in relation to the purchase of the Artwork. Any liability to you for breach of our obligations, whether in contract, tort or otherwise, shall be limited to the price paid for the Artwork, provided that nothing in this clause 10 limits or excludes our liability for: (a) death or personal injury caused by our negligence or that of any of our agents; and/or (b) fraud. Such limitation includes, without limitation, any claims connected with delays, artistic choices, aesthetic differences, creative variations, lack of subjective appreciation, shipping delays, customs issues, indirect costs, reputational loss or loss of profit. In any event, the Gallery’s maximum aggregate liability shall not exceed the amount actually paid by the buyer for the Artwork.
10.3 The Gallery shall not be liable for delays or impossibility of performance arising from force majeure events or circumstances outside its reasonable control, including by way of example wars, conflicts, pandemics, strikes, disasters, governmental restrictions, customs delays, logistical problems, artist unavailability or delays, impossibility of sourcing materials, transport events or decisions of public authorities.
11. RESCISSION
We shall have the right, but not the obligation, to cancel a sale without notice in the event that a third party makes an adverse claim, including but not limited to someone claiming ownership of the Artwork. Following notice of our decision to cancel the sale, you shall promptly return the Artwork to us. We shall then refund the price and any amount paid to us representing a royalty due to the author of the Artwork upon resale of the Artwork (“Resale Royalty”). The refund of the price and of any resale royalties shall constitute the sole remedy and recourse against us in relation to such claims. Such sole remedy expressly excludes any further claims for damages, indemnity, loss of profit, indirect costs or consequential damages, subject to mandatory limits of law.
12. COPYRIGHT
The copyright existing in all images and other materials produced for the sale of the Artwork is owned by us and such images and materials may only be used with our authorisation. We shall have the right to use such images at our discretion after the sale of the Artwork. During the period in which the Artwork is protected by copyright, copyright remains with its author (or with any person to whom such right has been assigned). You are purchasing the Artwork, but you do not have the right to produce copies of the Artwork (including photographs of it) for publication. If such rights are required, you must contact the copyright owner. The buyer may not use images of the Artwork for commercial, promotional, editorial or reproduction purposes without the prior written authorisation of the rights holders, except for strictly private uses permitted by law.
13. NOTICES
Any notice to be given to us or that we must give to you in relation to the sale of the Artwork must be in writing and must be sent by post, or delivered by hand, to our address or to your last known address as communicated by you to us, as applicable. For the purposes of these terms, communications by email may be considered valid if sent to the addresses communicated by the parties in connection with the transaction, unless otherwise required by mandatory provisions of law.
14. ADDITIONAL INFORMATION: NON-TRADE BUYERS
This clause applies only where the sale of the Artwork is made to an individual acting for purposes that are wholly or mainly outside their trade, business, craft or profession (the “Consumer”).
The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (including as amended) apply to any sale of artworks to consumers. It is not our standard policy to sell artworks exclusively by email/other distance communication methods; however, in the exceptional case where a contract for the sale of the Artwork is concluded exclusively through such distance communication: For consumers subject to Italian or European Union law, only the mandatory rights provided by the applicable legislation shall apply, without prejudice to what is set out below for goods made to measure, clearly personalised or made upon the buyer’s specific request.
14.1 We confirm that ABC-ARTE, as indicated in clause 1.1, is the supplier of the Artwork sold to you and is the party to whom any complaints or comments should be addressed.
14.2 If you have concluded a transaction exclusively at a distance, you have the right to withdraw from the contract for the purchase of the relevant Artwork within 14 days from the day on which you, or a third party indicated by you other than the carrier, acquires physical possession of the Artwork. Where the Artwork consists of more than one item (which must be delivered separately), such withdrawal period shall expire 14 days after physical possession of the last item has been acquired. The right of withdrawal shall not apply, to the extent permitted by applicable law, to commissioned, customised, made-to-order, site-specific Artworks, Artworks made upon the buyer’s specific request or otherwise clearly intended for a specific buyer, as these are goods made to measure or clearly personalised.
14.3 If an error in the price or a defect in the goods you have ordered is discovered, we will inform you as soon as possible. If you order an item and the price is incorrect for any reason, or the Artwork has a defect, we will contact you to inform you of the correct price and ask whether you nevertheless wish us to fulfil your order at that price and despite the defect, which will be documented to you. We shall have no obligation to fulfil an order for a product at an incorrect price. We will give you the option to confirm the order at the correct price or with the defect, or, if you wish, to cancel the order completely. In the event of cancellation, we will refund you the full amount paid in accordance with these Terms.
14.4 If you cancel a contract concluded exclusively at a distance for the purchase of the Artwork, we will reimburse all payments received from you, including delivery costs (except for additional 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 of value of the Artwork if the loss results from unnecessary handling by you. We will make the reimbursement without undue delay and in any event within: Any permitted return must be communicated and coordinated in advance in writing with the Gallery; the Artwork must be returned in the same condition in which it was received, with suitable packaging, adequate insurance and through a qualified carrier.
14.4.1 14 days after the day on which we receive the Artwork returned by you; or (if earlier)
14.4.2 14 days after the day on which you provide proof that you have returned the Artwork.
14.5 If we do not receive the Artwork from you, we may arrange collection of the Artwork from you at your expense. The buyer shall be responsible for any reduction in value of the Artwork resulting from handling, installation, display, packing, transport or storage that is unnecessary or not appropriate to the nature of the Artwork.
15. GOVERNING LAW AND JURISDICTION
Disputes arising from the interpretation, validity and/or performance of these General Conditions shall be referred to the exclusive jurisdiction of the Court of Genoa. These General Conditions are governed by Italian law. The application of any mandatory consumer protection provisions, where applicable, remains unaffected.