Article 1 – Definitions

For the purposes of these terms and conditions, the following definitions shall apply:

1. Work of Art: the artwork specified in the Purchase Agreement.

2. Artist: the creator of the Work of Art offered for sale.

3. Gallery: the party selling the Work of Art either in its own name or on behalf of a third party.

4. Purchaser: the natural person or legal entity purchasing the Work of Art from or through the Gallery.

5. Purchase Agreement: the agreement between the Gallery and the Purchaser for the sale of the Work of Art, as evidenced by the invoice or other written confirmation issued by the Gallery.

Article 2 – Applicability

1. These terms and conditions apply to all negotiations, offers, agreements and legal relationships between the Gallery and the Purchaser.

2. Any deviations from these terms and conditions shall only be valid if expressly agreed in writing.

3. The applicability of any terms and conditions of the Purchaser is expressly excluded.

4. If any provision of these terms and conditions is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

5. The governing language of the agreement is English. Insufficient knowledge of the English language shall not affect the applicability or enforceability of these terms and conditions.

Article 3 – Prices and Costs

1. Unless expressly agreed otherwise in writing, all prices stated in the Purchase Agreement are exclusive of VAT and any other applicable governmental taxes, duties or levies.

2. Unless expressly agreed otherwise in writing, all costs relating to shipping, packaging, insurance, import duties, export duties and related charges shall be borne by the Purchaser.

3. Any statutory increase or decrease in VAT or other governmental levies may be passed on to the Purchaser.

Article 4 – Delivery

1. If the Work of Art is exhibited or made available for an upcoming exhibition, delivery may take place within one (1) month after the end of such exhibition, unless otherwise agreed in writing.

2. The Purchaser shall pay the agreed purchase price in advance. The delivery period referred to in paragraph 1 shall commence only after the Gallery has received full payment.

3. Delivery shall be deemed to have taken place when the Purchaser collects the Work of Art at a location designated by the Gallery, or when the Work of Art is handed over to a carrier for shipment to the Purchaser.

4. The Purchaser is obliged to accept delivery and collect the Work of Art at the agreed time.

5. Risk of loss, theft, destruction or damage to the Work of Art shall pass to the Purchaser upon delivery.

6. Risk shall also pass to the Purchaser if the Gallery has made the Work of Art available for delivery and the Purchaser fails to collect it at the agreed time.

7. If the Purchaser fails to collect the Work of Art, all costs incurred by the Gallery, including but not limited to storage, transport, insurance and handling costs, shall be borne by the Purchaser. The Purchaser shall also be liable for any damages suffered by the Gallery as a result of such failure.

Article 5 – Retention of Title

1. All Works of Art delivered by the Gallery shall remain the property of the Gallery until the Purchaser has fully satisfied all payment obligations towards the Gallery arising from any agreement with the Gallery, including claims relating to non-performance.

2. Until full payment has been received, the Purchaser shall not sell, transfer, pledge, encumber or otherwise grant rights in respect of the Work of Art to any third party.
   If the Purchaser breaches this provision, the Gallery shall be entitled to reclaim the Work of Art and claim full damages.

Article 6 – Payment

1. Unless otherwise agreed in writing, payment must be made within thirty (30) days from the invoice date.

2. In the event of late payment, the Purchaser shall be in default by operation of law, without the need for any notice of default.

3. In case of default, the Purchaser shall owe statutory commercial interest and all reasonable extrajudicial collection costs.

4. The Gallery shall be entitled to suspend performance of its obligations until full payment has been received.

5. Any objections to an invoice must be submitted in writing within eight (8) days after the invoice date, failing which the invoice shall be deemed accepted.

Article 7 – Suspension and Termination

1. The Gallery shall be entitled, without prior notice or court intervention, to suspend performance or terminate the agreement in whole or in part if:

a. the Purchaser fails to fulfil any obligation under any agreement with the Gallery;
b. the Gallery has reasonable grounds to doubt that the Purchaser will fulfil its obligations;
c. the Purchaser is declared bankrupt, applies for debt restructuring, is liquidated, or transfers all or a substantial part of its business.

1. In the events referred to above, all outstanding claims of the Gallery shall become immediately due and payable, and the Gallery shall be entitled to reclaim any unpaid Works of Art.

Article 8 – Intellectual Property and Copyright

1. Copyright and all related intellectual property rights in the Work of Art remain vested in the Artist.

2. Copyright and intellectual property rights in promotional materials created by the Gallery remain vested in the Gallery.

3. The Purchaser shall not reproduce, distribute, publish, exploit or otherwise infringe any intellectual property rights of the Artist or the Gallery without prior written consent.

Article 9 – Resale Restriction and Right of First Refusal

1. The Purchaser shall not sell, transfer, pledge or otherwise encumber the Work of Art for a period of five (5) years following the purchase date, unless expressly agreed otherwise in writing by the Gallery.

2. After expiry of the five (5) year period, the Gallery shall have a right of first refusal in the event the Purchaser wishes to sell the Work of Art.

Article 10 – Limitation Period and Assignment

1. Unless otherwise provided by mandatory law or these terms, any claim by the Purchaser against the Gallery shall lapse one (1) year after the date of conclusion of the Purchase Agreement.

2. Rights and claims of the Purchaser arising from the Purchase Agreement shall not be assignable without prior written consent of the Gallery.