1. DEFINITIONS

In this Agreement:

Agreement: the terms of this agreement as set out below;

Artwork: any artwork supplied by the Buyer to be the subject of the Services;

Buyer: the party purchasing Goods and/or Services from the Seller in accordance

with the terms of this Agreement;

Finished Artwork: such piece of the Buyer’s Artwork as has been supplied by the Buyer which has been the subject of the completed Services;

Goods: the products to be supplied by the Seller to the Buyer in accordance with the terms of this Agreement;

Materials: any and all materials supplied to the Buyer as a consequence of and in

relation to the provision of the Services;

Order: an order placed by the Buyer for the supply of Goods and/or provision of

the Services;

Price: the price of the Goods and/or the Services as communicated by the Seller to the Buyer which amount shall be exclusive of VAT if charged;

Quotation: where supplied, a quotation for supplying the Goods and/or providing

the Services produced by the Seller to the Buyer;

Seller: Kevin and Jo Youngman trading as Wildwood Gallery;

Services: picture framing, exhibitions and associated services provided by the Seller;

VAT: we do not currently charge VAT but reserve the right to do so and any

similar replacement or additional tax. 

2. QUOTATIONS

2.1 Where the Seller provides the Buyer with a Quotation for:

a) the framing, artist surfaces or photography service, the description of

the Services shall be as set out therein; or

b) the supply of Goods, the description of the Goods required shall be as

set out therein.

2.2 A Quotation shall remain valid for acceptance by the Buyer for thirty days from the date of the Quotation. Please note that a quotation is indicative only, shall not be binding and the Seller reserves the right to alter the Quotation upon inspection of the Artwork.

3. ORDER

3.1 Subject to clause 3.2 below the Goods and/or the Services supplied by the

Seller in accordance with this Agreement shall comply with any Quotation, and

shall be as confirmed in the Order.

3.2 In the event that the Buyer delays delivery of the Artwork to the Seller, the

Seller shall not be liable for any non compliance with any delivery dates specified in the Quotation or such other delivery dates agreed between the parties, and the

Seller shall advise the Buyer of a new delivery date as soon as possible.

3.3 The Seller reserves the right (without prejudice to any other remedy) to cancel

or suspend provision of the Services and/or delivery of the Goods comprised in

any Order in the event of:

a) the Buyer failing to meet its obligations under this Agreement or the

Seller being of the reasonable opinion that this will be the case; or

b) an event of force majeure (as set out in clause 14 below) prevents the

Seller from supplying the Goods or providing the Services.

4. PRICE

4.1 The Buyer agrees to pay the Price for the Goods and/or the Services in

accordance with the terms of clause 6 below.

4.2 The Seller reserves the right to amend the Price if:

a) the Buyer changes, alters or amends in any way the Goods they require

from those set out in and accepted by the Order and detailed in any

Quotation; or

b) the Buyer alters the scope or nature of the Services from that set out in

the Order (including but not limited to changes in quantities, sizes,

Materials, finishes or time-scales); or

c) the Buyer delays the Seller in the provision of the Services or delivery of

the Goods; or

d) there is a change in legislation preventing the Seller from meeting its contractual

obligations; or

e) there is an event of force majeure as set out in clause 14 below.

5. EXPORT DUTIES

In circumstances where the Buyer is located outside of the European Union, the Buyer shall be liable for any import taxes or local tariffs relating to the supply of the Goods or the provision of the Services. Any non-United Kingdom Buyers are required to provide proof of export for VAT exemption if levied.

6. PAYMENT TERMS

6.1 Invoices are payable without deduction, set off or counter claim on or before

the date set out in any Quotation notwithstanding that the property in the Goods

and/or the Materials may not have passed to the Buyer.

6.2 Unless specifically stated otherwise in the Quotation or by agreement, terms of payment for orders of £1500.00 and under are 100% of the Price at the time of placing the Order. For orders above £1500.01, 50% of the Price at the time of placing the order is required and the remaining 50% of the Price when the Goods or the finished Artwork is ready for dispatch or collection.

6.3 The Seller may, at its discretion, release the Finished Artwork at any time but

its usual practice is to only release upon receipt of the balance of all monies due

(in cleared funds).

6.4 Unless payment has been made in advance then payment is due on collection or delivery. All payments made by BACS or Faster Payments must be made before collection or delivery is made.

6.5 Payment for Orders destined for delivery outside the United Kingdom will only be accepted by an Irrevocable Letter of Credit. All bank charges will be payable by the Buyer.

6.6 Time of payment shall be of the essence and without prejudice to any other rights the Seller may have against the Buyer.

6.7 The Seller reserves the right to charge interest on a daily basis at the rate 8% on all overdue invoices.

7. DELIVERY AND PACKING

7.1 Unless specifically requested by the Buyer and stated otherwise in any

Quotation, Goods are sold and all Finished Artwork is available for collection from

the Seller’s workshop. Every effort will be made to meet stated availability times or

such other delivery times agreed between the parties. However, no liability is

accepted for late availability for any reason whatsoever and time for delivery shall

not be of the essence under the terms of this Agreement.

7.2 Unless specifically requested in any Quotation and accepted in the Order, the

Finished Artwork shall not be shipped. Where the Finished Artwork is to be

shipped at the Buyer’s request and cost, unless stated otherwise the Finished

Artwork will not be shipped crated.

7.3 If the Buyer fails to collect the Goods or the Finished Artwork when notified of

its availability then, without prejudice to any other right or remedy available to the

Seller, the Seller may at its option, store the Goods or the Finished Artwork until

collection and charge the Buyer for reasonable storage costs including, but not

limited to, insurance of the Goods or the Finished Artwork in storage. In such

event the Buyer shall fully indemnify and keep indemnified the Seller from and

against all costs, claims, damages, losses, liabilities and expenses (including loss

of profit) incurred or suffered by the Seller by reason of the failure by the Buyer to

collect the Goods or Finished Artwork.

7.4 If the Goods or Finished Artwork are to be shipped, the Buyer must be

available to take delivery. In the event that the Buyer fails to take delivery,

the Goods or Finished Artwork will be returned to the Seller, who reserves the right

to charge the Buyer for reasonable shipping return and storage costs including,

but not limited to, insurance of the Goods or the Finished Artwork in storage. The

Buyer may be charged an additional fee to rearrange delivery.

8. TITLE AND RISK

8.1 The risk in Goods or Finished Artwork shall pass to the Buyer at the time of

delivery or at the time of shipping the Goods or Finished Artwork in accordance

with a request made under clause 7.2.

8.2 Title to Goods or Finished Artwork delivered to or collected by the Buyer shall not pass to the Buyer until the Seller has received payment in full (in cash or cleared funds) for:

(a) such Goods or Finished Artwork; and

(b) all other sums which are or which will become due to the Seller from

the Buyer for sales of Goods or Finished Artwork or on any account.

8.3 Until title to Goods or Finished Artwork has passed to the Buyer, the Buyer shall:

(a) hold such Goods or Finished Artwork on a fiduciary basis as the Seller’s bailee; (b) store such Goods or Finished Artwork separately from all other goods

held by the Buyer so that they remain readily identifiable as the Seller’s

property;

(c) not remove, deface or obscure any identifying mark or packaging on or

relating to such Goods or Finished Artwork; and

(d) maintain such Goods or Finished Artwork in satisfactory condition and

keep them insured on the Seller’s behalf for their full price against all risks

with an insurer that is reasonably acceptable to the Seller. The Buyer shall

obtain an endorsement of the Seller’s interest in the Goods or Finished

Artwork on its insurance policy, subject to the insurer being willing to make

the endorsement. On request the Buyer shall allow the Seller to inspect

such Goods or Finished Artwork and the policy of insurance, but the Buyer

may resell or use Goods or Finished Artwork in the ordinary course of its

business.

9. EXCLUSIONS AND INSTALLATIONS

9.1 Where the Services required by the Buyer include any installation work then,

unless specifically set out in the Quotation, the provision of the Services shall

exclude:

a) the provision of utility supplies (including but not limited to electricity

and water);

b) any building work whatsoever required at the Buyer’s premises;

c) the moving, repositioning, adjusting or alteration of any property or

equipment belonging to or in the possession of the Buyer;

d) interface with other equipment; e) cranage or transport; and

f) any other work not detailed in the Quotation.

9.2 Any installation work provided by the Seller will be carried out with reasonable

care and skill by representatives of the Seller.

9.3 The Buyer will be required to provide assistance and supplies reasonably

requested by the Seller or its representatives to facilitate the installation.

9.4 The representatives of the Seller will carry out the installation work

referred to in this clause 9 between the hours of 9am and 5pm (with a 45 minute

lunch break to be taken at a suitable time) Monday through Friday, excluding

public holidays. Any installation work which is required by the Buyer to be done

outside these hours shall only be provided if specified in the Quotation.

10. WARRANTY AND LIMITATION OF LIABILITY

10.1 Except for personal injury or death due to the negligence of the Seller, the

Seller shall not be liable to the Buyer or any third party for any loss of profit,

consequential or any other economic loss or damage suffered by the Buyer due

to any defect in the Goods, the Materials or as a result of the performance of the

Services or arising in any way from this Agreement or otherwise.

10.2 Except for personal injury or death due to the negligence of the Seller the

liability of the Seller under this Agreement for any reason whatsoever shall not

exceed the Price.

10.3 The warranties of the Seller do not cover, and the Seller makes no

warranty with respect to any defect, failure, deficiency or error which is: a) due to the supply of any part of the Goods or the Materials other than

by the Seller; or

b) not reported to the Seller within 5 days of discovery; or

c) beyond the control of the Seller resulting from the provision of the

Services.

11. NATURAL MATERIALS

Where the Materials or Goods supplied by the Seller include or comprise natural

products then the Seller accepts no responsibility whatsoever for any naturally

occurring changes to such natural products including but not limited to warping,

distortion or other shape changes, differences in colour or shade and other

natural imperfections in those products. 12. DRAWINGS

Where an Order is placed by telephone, email or facsimile, the Seller accepts no

responsibility whatsoever for the accuracy or otherwise of any drawings or

dimensions provided by the Buyer for the provision of the Services and/or supply

of the Goods. Any loss, costs or expenses suffered by the Seller as a result of any

errors or omissions in such drawings or dimensions shall be payable by the

Buyer.

12. INSURANCE

12.1 All Artwork left with the Seller is insured to a specific maximum limit per

individual piece of Artwork in the Seller’s custody. The cover is limited and

restricted, and the Buyer may view the policy of insurance upon request.

12.2 The Buyer is required to advise the Seller of the value of each item of

Artwork, and if the Buyer is in any way unsure as to whether the Artwork is

covered by the Seller’s insurance, the Buyer should contact the Seller for further

details.

12.3 The Buyer shall be responsible for insuring any Artwork in transit to or from

the Seller’s place of business, other than Artwork that is to be collected by the

Seller or Finished Artwork that is to be delivered by the Seller, under the terms of

the Order.

12.4 All artwork is supplied to the Seller at the Buyers risk. We advice the Buyer to have insurance for all artwork while with the Seller.

13. FORCE MAJEURE

The Seller shall be under no liability if they are unable to carry out any provision of

this Agreement for any reason beyond their control including (without limiting the

foregoing) Act of God, legislation, war, fire, flood, drought, failure of utilities, lockout, strike or other action taken by employees in contemplation or furtherance of

a dispute or owing to any inability to procure materials required for the

performance of this Agreement. During the continuance of such a contingency,

the Buyer may, by written notice to the Seller served no sooner than 30 days after

commencement of the contingency, elect to terminate this Agreement and the

Seller shall pay for any work actually done and Goods or Materials supplied, but

subject thereto shall otherwise accept delivery when available.

14. GENERAL

14.1 If any term or provision of this Agreement is held invalid, illegal or

unenforceable for any reason by any Court of competent jurisdiction such

provision shall be severed from this Agreement and the remainder of the

provisions hereof shall continue in full force and effect as if this Agreement had

been agreed with the invalid illegal or unenforceable provision eliminated.

14.2 The Seller may without the consent of the Buyer sublicense its rights or

obligations or any part of this Agreement.

14.3 The headings in this Agreement are for ease of reference only and shall not

affect the interpretation of any clauses in this Agreement.

15. ENTIRE AGREEMENT

Each of the parties agrees that save in respect of statements made fraudulently it

shall have no remedy in respect of any untrue statement upon which it relied in

entering this contract and that its only remedies shall be for breach of contract,

negligence or misrepresentation.

16. THIRD PARTIES

The parties to this Agreement do not intend that any term of the Agreement shall

be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any

person that is not a party to it.

17. LAW

This Agreement is governed by English law and any dispute is to be referred to an

independent arbitrator to be appointed by agreement between the parties. In the event that the parties fail to reach an agreement, then the appointment of an arbitrator shall be referred to the then President of the Chartered Institute of Arbitrators whose decision shall be final and binding.

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