CONDITIONS OF BUSINESS: Fine Art Solutions, a Division of Felix Rosenstiel’s Widow and Son Limited.
Please read these trading conditions with care. Whilst we endeavour to provide a service of the highest standard, even the best enterprises must take account of the possibility, however remote, of error, omission, or wrongdoing. We therefore draw your attention to our standard conditions of trading and in particular clauses 4 and 9, which contain provisions defining and limiting our liability in respect of any potential breach or default or otherwise, by anyone who has contact or dealings in the course of the Company’s business.
In these conditions, “Company” shall mean Fine Art Solutions Limited and “Customer” shall mean the person or Company with whom the Company shall have entered into a contract for the sale of the goods and services.
2.1 Save to the extent that any provision of the sale of Goods Act 1976 (or any other relevant legislation) is non-excludable, these conditions together with such other provisions of the said Act or other legislation as are not inconsistent herewith shall apply to all contracts by the Company and shall form part of the basis of the contract between the Company and Customer.
2.2 These terms cover:
(a) All quotations and price lists as given;
(b) All orders accepted;
(c) All pictures, prints, frames, artwork, books, and other items of whatsoever nature left with the Company or its agent(s) for any purpose in connection with the business of future business of the Company or the Customer (“Property) and supersedes all other terms in the Company’s catalogue or elsewhere, and shall override and exclude any other terms stipulated or incorporated or referred to by the Customer, whether in the order, or in negotiations, and any course of dealing established between the Company and Customer. All orders hereafter made by the Customer shall be deemed to be made subject to these terms.
2.3 No contract for the sale of the Goods and Services specified in any order, acknowledgment, or other communication (“Goods and Services”) shall be concluded until the Company has acknowledged the order in writing.
2.4 The signing by the Company of the Customer’s documentation shall not modify any of these terms nor imply any modification of these terms.
2.5 No employee, servant or agent of the Company has any authority whatsoever, except in writing and with the written agreement of the Company, to amend, vary, modify, or waive any of the terms and conditions contained herein.
2.6 No modification of these terms shall be effective unless made by an express written agreement between parties.
3.1 All prices quoted by the Company are exclusive of any taxes.
3.2 The Company’s costs (including storage charges, if any) due to the Customers neglect or default or lack of instruction shall be paid by the Customer in addition to the contract price.
3.3 Unless otherwise agreed in writing, the prices at which the Goods and Services are sold are the respective prices listed in the Company’s price list in force on the date the Company acknowledges the Customer’s order.
3.4 All prices quoted by the Company are exclusive of the Customer’s special packing and/or covering requirements; the Goods and Services are delivered without covering unless the Customer specifies its covering requirements at the time of placing the order, which requirements may, at the Company’s discretion, be the subject of an additional charge over and above the price.
3.5 The Company reserves the right to make a charge for delivery. Any such charge will be notified to the Customer in writing on the invoice.
The Company gives no guarantee, warranty or undertaking, express or implied, as regards to the fitness or suitability for any particular purpose of the Goods and Services or their injurious quality or freedom from latent defects save where such guarantees, warranties or undertakings are required by law to be given. The Customer acknowledges and agrees that it is solely responsible for ensuring that the Goods and Services are fit and/or suitable for the Customer’s purpose.
Notwithstanding that the Goods and Services may have been described and/or depicted in the brochure, catalogue or price list of the Company, if the Goods and Services correspond with any sample which has been produced to and examined by the Customer, such Goods and Services shall be deemed to correspond with the description or depiction in any such brochure, catalogue or price list whether or not that is in fact the case.
The Company shall deliver the Goods and Services to the Customer at the Customer’s place of business or such other place as the Customer shall nominate at the time of placing the order for the Goods and Services.
7.1 Risk in the Goods and Services shall pass to the Customer upon physical delivery of the Goods and Services into the care and/or custody of the Customer or its servant, or agent or to the carrier, whether or not the carrier was contracted by the Company or the Customer.
7.2 Risk in the Property shall remain with the Customer, whether or not there has been physical delivery of the Property into the care and/or custody of the Company or its servant, or agent.
7.3 The Customers must make its own insurance arrangements to cover damage to or loss of
(a) the Goods and Services in transit; and/or
(b) on any Property
8.1 Payment for the Goods and Services shall be made in accordance with the terms set out in the invoice provided always that property in the Goods and Services shall not in any circumstances pass until payment in full of any amount due in respect thereof shall have been made together with interest thereon (if any).
8.2 Until payment in full shall have made been aforesaid, the Customer shall hold the Goods and Services as bail on behalf of the Company and shall keep the Goods and Services stored within its premises separately from its own or any other Goods and Services stored therein.
9.1 If the Customer fails to pay the Company any amount on due date, or if otherwise in breach of any terms hereof.
(a) Interest due from the rate of 2% per month shall be payable upon all amounts due for from the Customer to the Company, including general damages, after, as well as before, Judgement has been obtained from the earlier of the invoice dates or the date upon which the Company’s cause of action arose.
(b) The Customer shall pay all legal fees and other costs of enforcement (or otherwise arising from the Customer’s breach incurred by the Company (whether or not Court proceedings shall have been issued) on a full indemnity basis together with interest thereon pursuant to clause 10.1 from the date upon which the Company shall have become liable to pay such fees and/or other costs. The written certificate of the Company’s solicitor being conclusive proof of the amount due under this clause (b).
(c) The Company may repossess any Goods and Services in respect of which payment is overdue and thereafter resell the same, and for this purpose, the Customer hereby grants an irrevocable license to the Company and its servants and agents to enter upon all or any of its premises with or without vehicles during normal business hours. This right is without prejudice to any other rights of the Company.
(d) The Company shall have the right when such failure to pay (or other breach) arises before delivery of the Goods and Services to the Customer to withhold delivery of the same until such time as payment of all sums due from the Customer to the Company has been made whether or not such sums are due in respect of the Goods and Services withheld including interest, legal costs, storage costs and any other costs or expenses of the Company incurred by reason of the Customer’s default and/or breach.
(e) The Customer shall pay all expenses incurred by the Company arising directly or indirectly from such breach and/or failure to pay including, without prejudice to the generality of the foregoing, the costs of storage.
10.1 The Customer shall carefully examine the Goods and Services on receipt of the same and the Company shall not be liable to the Customer:
(a) For shortage in quantity delivered, or damage to, or loss of the Goods and Services or any part hereof in transit unless such shortage, damage, or loss is noted on the Company’s copy of the delivery and full written details of such shortage, damage, or loss are served on the Company within 3 working days or delivery or (if the delivery note is endorsed “unexamined”) notice is served as aforesaid within 7 working days of delivery.
(b) For other defects in the Goods and Services, unless written notice is served on the Company within 3 months of receipt of the Goods and Services by the Customer.
10.2 The Company’s liability, howsoever arising, shall not exceed:
(a) the Goods and Services shall be the unit price as stated on the Company’s invoice
(b) the value of the Property is agreed not to exceed £100.
11.1 All delivery dates given by the Company are estimates only and the time of delivery shall not be of the essence of the contract.
11.2 Should the Company be prevented from or hindered in delivering the Goods and Services or any part thereof by reason of war, riot, explosion, fire, flood, strike, lockout, Acts or regulations of Government, shortage of materials or labour, acts, default or omissions of the supplier of the Goods and Services (are any part thereof) to the Company or any cause beyond the Company’s control, the time for delivery shall be extended until the cause of delivery being prevented or hindered has been removed or ceased to exist.
11.3 Should the Company be prevented from delivering part of the Goods and Services by reason of any of the causes specified in clause 13.2, the Company shall deliver and the Customer shall take and pay for such part of the Goods and Services as the Company shall be able to deliver in accordance with the contract
11.4 Where the Goods and Services are contracted for delivery by instalment, each delivery shall be deemed to be the subject of a separate enforceable contract.
11.5 The Company shall be entitled to deliver part of the Goods and Services ordered or to deliver in instalments and to invoice the Customer for such part delivery or each such instalment.
11.6 If delivery of the Goods and Services has not been made within 6 months of the estimated delivery date, the Customer shall be entitled, by giving written notice to the Company to cancel its order in respect of such Goods and Services.
11.7 In no circumstances shall the Company be liable to compensate the Customer in damages or otherwise for late delivery or non-delivery of the Goods and Services or for any loss, consequential or otherwise, arising therefrom.
12.1 Reproduction of any artwork or materials/digital files, given to the Company to reproduce and/or print, is only accepted under the specific understanding that the customer has the appropriate rights that comply with all legislation under current Copyright Law.
12.2 The attention of the Customer is drawn to the provisions of the Copyright, Designs and Patents Act 1988 and, more particularly that by reason of certain provisions of the Act, breach of copyright is, in certain circumstances, a criminal offence.
The Customer shall indemnify the Company against all action, proceedings, liability, claims, damages, costs, and expenses in relation to or arising out of the sale use or operation of any product of the Customer of which the Goods and Services or any part of them from part.
Each provision of these conditions of trading is to be construed separately applying and surviving even if for any reason, any one or more of the said provisions is held inapplicable or unreasonable in any circumstances and shall remain in force notwithstanding termination or non-performance of the contract.
All questions arising out of or in connection with this contract or the Goods and Services and/or Property or services supplied or covered by it or any matter between the parties arising from it shall be settled by the Courts of England to the Exclusion of all foreign Courts and all Tribunals and in any case the contract and all such questions shall be construed in accordance with and governed by the laws of England.