Terms of Sale

These terms and conditions of sale and the invoice (together the “Agreement”) set out the terms on which the Buyer agrees to purchase, and JC Gallery Limited (“wewe”, “us”, “our”, the “Gallery”) agrees to sell the artwork by the artist named on the applicable invoice (the “Work” and the “Artist” respectively) for the price set out on the invoice (the “Purchase Price”). If the Buyer is purchasing the Work from us on someone else’s behalf, that person (whether named or un-named) accepts joint and several liability with the Buyer under this Agreement.

We may either sell the Work as agent for a third-party owner (the “Owner”), or someone acting for the Owner, or we may own the Work. Unless we own the Work, (i) we are not responsible for any breach of this Agreement by the Owner and the Owner’s agent; and (ii) the Buyer shall have no claims, remedies, or recourse against us in connection with the ownership of the Work.

1. Notwithstanding the preceding paragraph, if the Artist or an expert accepted by us in good faith to be the foremost independent expert on the Artist determines that the Work is not authentic, we shall rescind the sale and return the Purchase Price to the Buyer. A work shall not be authentic under this Agreement only if it is established that it is a forgery intended to deceive. Any decision by such expert shall be final. Any claim against the Gallery in connection with the Work under this limited warranty, must be brought within a period of two (2) years from the date of the invoice, and the Gallery shall not accept any such claim once that period has expired. The maximum amount payable by the Gallery under this paragraph shall be the Purchase Price, and the Gallery accepts no liability for any other amount which is expressly excluded.

2. While we will on request provide our opinion on the condition of the Work upon visual inspection at the time of the sale and provide any information about the condition of the Work which the Buyer reasonably requests, we will not be responsible for any deterioration of the condition of the Work, however occasioned, after the sale. We are not specialist conservators or restorers, our opinions are based upon non-specialist visual inspection and we do not conduct any testing or investigation as to the condition of the Work unless otherwise agreed with the Buyer in advance and in writing.

3. Images of the Work, whether in our catalogues, on our website or otherwise, are for illustrative purposes only. Although we aim to display colours in our images accurately, the Buyer acknowledges that the appearance of the Work may vary from those images and no reliance may be placed on such images.

4. The Buyer acknowledges that it has not agreed to buy the Work in reliance on any statement, representation or warranty (whether oral or written) which is not expressly identified as such in this Agreement.

1. The Buyer must pay us the Purchase Price, including any delivery costs, any VAT and artist’s resale royalty (if applicable) by bank transfer or such other methods as we agree, in accordance with the payment terms recorded on the invoice, unless otherwise agreed in writing. Payment shall be made by the Buyer to us in the currency specified on the invoice. Payment has not been made until we have received cleared funds representing the total amount of the Purchase Price.

2. The time of payment is of the essence. The Buyer agrees 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 its failure to make payment of the Purchase Price in full in accordance with this Agreement.

3. Unless otherwise agreed by us in writing, the purchase price must be paid within fourteen (14) days of the date of the invoice.

4. 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 10 below must match the identification details of the addressee of the invoice. We do not accept payment from third parties. Where the Buyer is buying the Work on behalf of someone else, the Buyer shall disclose that person’s or entity’s identity to us and provide us with its/their identifAll information provided by us in respect of the Work, whether written or oral and including any information about its condition, age, period, authenticity, attribution, origin, importance, size, quality, rarity, historical reference or significance, medium, material, current and future value, is not a representation of fact but rather a statement of opinion genuinely held by us. Statements made orally or in writing by us as to the characteristics of the Work shall not be treated as terms of the sale, and the sale of the Work is not a sale by description. We are not liable for the statements, data, information and opinions of others in relation to the Work. Other than as specifically represented and warranted by the Gallery in this Agreement, the Work is sold “AS IS” without any representations, warranties or guarantees by the Gallery of any kind, whether oral or written, express or implied, including, fitness for any particular purpose, the correctness of any descriptions and/or images, or relevance of the Work. You acknowledge that provenance listings may not be exhaustive and that we shall exercise our discretion when compiling such listings.

5. ication documents, as provided in clause 10 below.

6. If the Buyer fails to make payment of the Purchase Price by the due date, we will charge the Buyer interest on the overdue amount at the rate of 6% per annum above the Bank of England base rate from the date when payment was due until payment is made in full.

7. Where VAT is applicable, we will add this to the Purchase Price and any additional services we may agree to provide in writing. If the Work is sold within the VAT Margin Scheme, VAT will not be shown on the invoice.

8. The Buyer acknowledges that it is the Buyer’s sole responsibility to ensure that the Purchase Price is wired to our bank account, and we accept no liability for any monies intercepted or not received by us for any reason, including cybercrime.

9. If the Buyer fails to pay the Purchase Price within thirty (30) days of the date of the invoice, we may in our sole discretion exercise, upon written notice to the Buyer, any of the following remedies:

   1. cancel the sale of the Work and (if applicable) require the Buyer to return the Work to us;

   2. retain any deposit paid by the Buyer (in full or in part) to compensate us for our costs and losses caused by the Buyer’s failure to make payment in accordance with this Agreement;

   3. resell the Work and in the event that the resale is for a price that is less than the Purchase Price, the Buyer shall be liable for the difference between the resale price and the Purchase Price plus the costs of the resale;

   4. hold and sell any property that is owned by the Buyer and in our possession. We shall do so only after giving the Buyer a further thirty (30) days’ written notice. If we do sell any of the Buyer’s property, we will apply the proceeds to the amount owed to us and will pay the Buyer any excess amount after deducting the reasonable cost of selling the property; and/or

   5. commence legal proceedings to recover the Purchase Price as well as the interest accrued and the reasonable costs of such proceedings.

If the Buyer has authorised, or reasonably appears to us to have authorised, a third party to negotiate the purchase of the Work on the Buyer’s behalf, or if a third party has assisted us with the sale of the Work or introduced the Buyer to us, the Buyer agrees that we may pay that third party a share of any commission we may receive. Where the Buyer can demonstrate that a recipient of such commission has a fiduciary relationship with the Buyer, the Buyer can request that the amount of the commission paid to such third party shall be disclosed to the Buyer.

1. We shall endeavour to provide the Buyer with an estimated date when the Work will be available for collection or delivery. Unless otherwise agreed in advance and in writing, the Work will not be released to the Buyer until we have received the Purchase Price in cleared funds. Unless otherwise agreed in advance and in writing, the Buyer will arrange to condition check, pack and collect the Work at the Buyer’s own risk and expense.
2. If we agree to arrange delivery of the Work to the Buyer, we shall inform the Buyer of the expected date of delivery and the delivery costs which the Buyer agrees to pay, unless agreed otherwise in advance and in writing. The Buyer shall be responsible for condition checking the Work at the Buyer’s cost upon its delivery to the Buyer or the Buyer’s shipping agent. We shall not be liable for any condition-related issue that is not reported by the Buyer in writing within seven (7) days of delivery of the Work. If the Buyer chooses not to condition-check the Work at the point of delivery, the Work shall be deemed as received in the same condition as that recorded in the most recent condition report available.
3. If the Buyer fails to collect or accept delivery of the Work within fourteen (14) days from the agreed date for collection or delivery, we reserve the right to charge the Buyer, and the Buyer agrees to pay, reasonable storage costs incurred by us.

1. Ownership of the Work shall not pass to the Buyer and the sale contemplated by this Agreement shall not be completed until:

   1. receipt by us of the total amount of the Purchase Price in cleared funds; and

   2. we confirm that we have completed to our satisfaction all our financial and other due diligence required by applicable anti-money laundering, sanctions and anti-terrorism regulations.

2. If we agree to give the Buyer possession of the Work before ownership has transferred (including subject to an option to purchase on approval), the Buyer agrees to:

   1. keep possession of the Work within the United Kingdom as bailee, to insure it for at least the Purchase Price under an all risk “wall to wall” insurance policy from a reputable specialist fine art insurer, and not to sell it or transfer possession to any other person or dispose of any interest in it, or use it in any way as collateral or guarantee for a loan, lien or any other financial facility;

   2. at our request, and after we have given the Buyer reasonable notice, allow us or a third party acting on our behalf to have access to the Work in order to inspect it;

   3. preserve the Work in the same state as released to the Buyer and, in particular, not restore, repair, clean or reframe the Work; and

   4. to return the Work to us forthright upon our request.

3. The Work will be at the Buyer’s responsibility and the risk of loss or damage will pass to the Buyer from the time the Work is released to the Buyer or their representative collecting the Work or accepting delivery of the Work on their behalf.

4. If the Work is lost or damaged whilst in the Buyer’s possession as bailee, the Buyer shall promptly make good any loss, damage or shortfall on a full indemnity basis.

5. Neither we nor the Owner shall be responsible for any loss, damage or deterioration of the Work, however occasioned, after we deliver the Work to the address the Buyer has provided to us, or the Buyer or a carrier organised by the Buyer collects the Work from us. The Buyer must make appropriate arrangements to insure the Work from that time.

1. The Buyer will be responsible for compliance with any applicable import and export laws and regulations and for the payment of any tax or duty in relation to the purchase and transport of the Work, 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.

2. Where the Work is being exported from the UK, the Gallery may, for an additional fee, arrange the export of the Work and the price will be zero-rated for VAT purposes. Where the Work is being exported from the UK by the Buyer, the Gallery shall be entitled to charge VAT on the price unless the Buyer provides the Gallery with proof of export acceptable to the Gallery within three (3) months of the date of the invoice, whereupon the Gallery shall refund the VAT to the Buyer. If the Gallery does not charge VAT because the Buyer endeavours to export the Work within three (3) months, the Buyer shall indemnify the Gallery in full against any claims, damages, costs, expenses (including professional fees), liabilities or losses arising as a result of or in connection with failure by the Buyer to provide the Gallery with proof of export acceptable to the Gallery within three (3) months of the date of the invoice.

3. Unless otherwise agreed in writing, the sale of the Work (whether or not described in the invoice as for export) is not dependent on either us or the Buyer obtaining an export licence. A failure to obtain export licence(s) by either party does not constitute a basis for cancellation or delay of any performance of obligations under this Agreement.

1. The Buyer represents and warrants now, and at all times up to and including the completion of the sale, that:

   1. the Buyer has not transferred or purported to transfer ownership of the Work to any third party;

   2. if a partnership, trust or corporation, the Buyer is duly organised and validly existing under the laws of its jurisdiction of incorporation and has the power and authority to own its assets and carry on its business as presently conducted;

   3. the Buyer has the right, power and authority to execute, deliver and exercise its rights and perform its obligations under this Agreement and these terms and conditions of sale constitute a valid and binding obligation of the Buyer, enforceable against it in accordance with this Agreement;

   4. the Buyer is not, and any agent acting for it, is not subject to trade sanctions, embargoes or any other restriction on trade in the jurisdiction in which it does business as well as 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”), and is furthermore, not owned, partly owned or controlled by person(s) subject to such Restrictive Measures, and the Work will not be transferred to or used by or for the benefit of any person(s) subject to Restrictive Measures;

   5. the funds to be used for the purchase of the Work are not connected with nor have any link to nor are derived from any criminal activity, including without limitation tax evasion, money laundering, terrorist activities or other criminal activity, and the Buyer is to the best of its knowledge neither under investigation, nor has it been charged with or convicted of without limitation, tax evasion, money laundering, terrorist activities or other criminal activities;

   6. there is no civil, criminal, arbitration, administrative or other proceeding or investigation actual and pending against the Buyer, which would in any way seek to prevent, enjoin, alter or delay any transaction contemplated by this Agreement; and

   7. none of the Buyer’s representations and warranties in this Agreement either contain nor, as of the date on which the sale contemplated in this Agreement concludes, will contain any untrue statement of a material fact nor omit nor, as of the date on which the sale contemplated in this Agreement concludes, will omit to state a material fact necessary to make the statements contained herein not misleading.

   8. The Buyer agrees to provide such information as we shall require to enable us to satisfy our regulatory and legal obligations, including but not limited to the information described in clause 10, and warrants that information about the Buyer, their principal (if any), and if appropriate, the source of the purchase funds is accurate, complete and not misleading.

2. The Buyer agrees to provide such information as we shall require to enable us to satisfy our regulatory and legal obligations, including but not limited to the information described in clause 10, and warrants that information about the Buyer, their principal (if any), and if appropriate, the source of the purchase funds is accurate, complete and not misleading.

1. The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 as amended (the “Regulations”) require that we verify the identity of clients with whom we enter into a business relationship or who purchase from us an artwork with a value of €10,000 or more. Accordingly, the Buyer agrees to provide the following:

   1. If the Buyer is an individual: a copy of the Buyer’s valid photo ID (such as a passport, driving licence or national ID card) and a copy of a recent utility bill, such as gas, electricity, water (but not the Buyer’s mobile phone bill) that is no more than three (3) months old showing the Buyer’s permanent address; or

   2. If the Buyer is a legal entity: a copy of the legal entity’s certificate of incorporation or equivalent formation document and identification documents (as described in clause 10.1.1 above) of the legal entity’s immediate and ultimate beneficial owner(s).

2. If the Buyer is buying as an agent on behalf of someone else, the Buyer agrees to provide us with the identification documents and related information of the Buyer’s principal as set out in clauses 10.1.1 and 10.1.2.

1. Any claim by or on behalf of the Buyer under this Agreement other than pursuant to clause 3.2 must be made within three (3) years of the date of the invoice. Our total liability to the Buyer in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the sale of the Work, shall be limited to the Purchase Price. Neither you nor we shall be liable to the other 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.

2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement or elsewhere.

3. No provision in this Agreement shall be deemed to exclude or limit our liability to the Buyer in respect of any fraud or fraudulent misrepresentation, or in respect of death or personal injury caused by our negligent acts or omissions.

4. If the Buyer is buying the Work in the course of business, we, for ourselves and on behalf of the Owner, exclude any liability for breach of any term which may be implied into this contract of sale by the Sale of Goods Act 1979 and related legislation.

The Buyer agrees to defend and hold us and each of our directors, employees, agents and consultants 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 breach or alleged breach (whether alleged by us or by a third party) of the Buyer’s obligations under this Agreement, and for any physical loss or damage to the Work caused by the Buyer or while the Work is in the Buyer’s care and control.

Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement 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 one (1) month, the party not affected may terminate this Agreement by giving fourteen (14) days' written notice to the affected party.

1. No copyright or other intellectual property right in the Work is granted to the Buyer. We shall have the right to use images of the Work owned by us in our own discretion after the sale of the Work subject to any third party’s intellectual property rights.

2. Nothing in this Agreement affects or limits any moral or copyright the Artist may hold.

We shall have the right (but no obligation) to cancel the sale of the Work immediately on notice to the Buyer where we are satisfied that there is merit to a third-party claim to the Work including without limitation, someone claiming title in the Work, or, within a period of two (2) years from the date of the invoice, a proven case against the authenticity of the Work pursuant to clause 3.2. Upon receipt of such notice, the Buyer shall promptly return the Work to us in the same condition as at the time of sale, and so long as the Work is in the condition as purchased, we shall refund to the Buyer the Purchase Price paid to us. Such refund shall constitute the Buyer’s sole remedy against us (and the Owner of the Work if applicable) with respect to any such claims.

1. 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) the Buyer qualifies as a “consumer”, the Buyer has the right to cancel the sale without giving any reason at any time up to the end of fourteen (14) calendar days after the Buyer, or a third party (other than the carrier) instructed by the Buyer, receives the Work (the “Cancellation Period”). To exercise the right to cancel, the Buyer must notify us of its 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 in clause 16.2. In those circumstances, if the Buyer cancels the sale during the Cancellation Period, we will reimburse them the Purchase Price. We will make the reimbursement without undue delay, and no later than (a) fourteen (14) calendar days after the day we receive the Work from the Buyer; or (b) (if earlier) fourteen (14) calendar days after the date the Buyer provides evidence that the Work has been shipped to us. We will make this reimbursement using the same means of payment as the Buyer used for the initial transaction. The Buyer shall send back the Work 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 the Buyer communicates the sale cancellation to us. The Buyer must bear the cost of returning the Work to us, including any import duties the Buyer or we may incur as a result of the Buyer’s return. The Buyer is only liable for any diminished value of the Work if the Buyer’s handling of the Work went beyond what is necessary to establish the nature and characteristics of the Work. If the Work is returned damaged, we will deduct from the sum we refund to the Buyer a reasonable amount to compensate us and/or the Owner of the Work for the cost of repair and any loss in value to the Work resulting from such damage. If we invoice the Buyer that amount separately, our invoice is payable on presentation.

2. Model Form Cancellation:

   To: […]
   Phone: […]
   Email: […]
   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: […]

1. The Buyer agrees to consider in good faith any requests made by us or through us to borrow the Work for special exhibitions at reputable museums and public exhibitions from time to time.

2. If the Buyer sells or donates the Work to an institution in the future, it agrees to notify us of the donation or sale for provenance purposes.

We will hold and process the Buyer’s personal data or the personal data of any third party provided by the Buyer for use as described in, and in line with, our Privacy Policy published on our website or available on request by email to info@jc-gallery.com.

Except (i) as may be required by law, court order or a governmental or regulatory authority, or (ii) as necessary to enforce the terms of this Agreement, or (iii) with the other party’s prior written consent, or (iv) to its own legal, art, insurance, or accounting advisors, the parties agree that they shall not disclose to a third party any of the terms of this Agreement, the identity of the parties hereto, or the details of any negotiations thereto unless such information is already in the public domain other than by action of the disclosing party or their associates. These confidentiality and nondisclosure obligations shall survive the termination or expiry of this Agreement.

1. This Agreement is not assignable by either party without prior written consent of the other party.

2. This Agreement shall be binding upon the parties and their executors, beneficiaries, legal representatives, successors and assigns.

3. Should any provision of this Agreement be held void, invalid or unenforceable for any reason, the remaining provisions shall remain in full force and effect. The parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

4. No amendment, modification or waiver of any of this Agreement may be made, except in writing signed by both parties.

5. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

6. Any notice shall be in writing and sent to or delivered to each party at the address of the party being served set out on the applicable invoice or such other addresses as may be notified by the parties in writing from time to time. Any notice shall be sufficiently served either if delivered personally, if by email then confirmed by post as follows, or sent by pre-paid first-class post, or recorded delivery or registered post. Any notice if posted shall be deemed to have been served at the time when in the ordinary course of post such notice would have been received, and if delivered by hand shall take effect on delivery. Any notice sent to us shall be marked for the attention of James Ward.

7. No term in this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by anyone other than the Buyer.

This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, discussions, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

2. Any dispute (including non-contractual disputes or claims) arising out of or in connection with this Agreement, including any question regarding their existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.

1. The number of arbitrators shall be one.

2. The seat, or legal place, of arbitration shall be London.

3. The language to be used in the arbitral proceedings shall be English.