An Artist’s Life

5. REPRESENTATION OF SELLER
5.1 Seller confirms that, to the best of its knowledge and belief, it has authority to
sell the Work.
5.2 Buyer agrees that all liability of Seller and all rights of Buyer against Seller
in relation to the Work howsoever arising and of whatever nature shall cease
after the expiry of five years from Delivery. This paragraph does not prejudice
Buyer’s statutory rights.
5.3 Notwithstanding anything in this Agreement to the contrary, Seller shall not
be liable to Buyer for any loss of profits, loss of revenue, goodwill or for any
indirect or consequential loss arising out of or in connection with this Agreement,
whenever the same may arise, and Seller’s total and cumulative liability
for losses whether for breach of contract, tort or otherwise and including
liability for negligence (except in relation to (i) death or personal injury caused
by Seller’s negligence or (ii) fraud or fraudulent misrepresentation by Seller)
shall in no event exceed the Price.
5.4 All representations made by Seller as to the authenticity, attribution, description,
date, age, provenance, title or condition of the Work constitute the
Seller’s opinion only and are not warranted by Seller. Seller accepts no liability
as a result of any changes in expert opinion or scholarship which may take
place subsequent to entry into this Agreement.
6. COPYRIGHT
All copyright in material relating to the Work vesting in Seller shall remain
Seller’s. Seller reserves the right to exploit all such copyright.
7. EXPORT AND LOCAL TAXES
7.1 Where the Work is to be exported from the UK by Buyer, this Agreement
is conditional on the granting of any requisite export licence or permission,
which the parties shall use reasonable endeavours to obtain.
7.2 Where the Work is, or is to be exported from the European Union and VAT
has not been charged because, by reason of such intended export, the Work is
zero rated or not subject to VAT, both parties shall take all necessary steps to
ensure that there is compliance with the time limits and formalities laid down
by HM Revenue & Customs and that such documentation as is required,
including any necessary proofs of export and Bills of Lading are fully and
properly completed. Buyer shall indemnify Seller against any claims made
against Seller for VAT or any other expenses or penalties imposed by reason of
Buyer’s failure to observe and comply with the formalities referred to herein.
7.3 Unless otherwise stated on the Invoice, Buyer shall be responsible for all Local
Taxes.
8. GENERAL
8.1 Buyer shall not be entitled to the benefit of any set-off and sums payable to
Seller shall be paid without any deduction whatsoever. In the event of nonpayment
Seller shall be entitled to obtain and enforce judgement without
determination of any cross claim by Buyer.
8.2 Both parties agree that in entering into the Agreement neither party relies on,
nor has any remedy in respect of, any statement, representation or warranty,
negligently or innocently made to any person (whether party to this Agreement
or not) other than as set out in the Agreement as a warranty. The only
remedy for breach of any warranty shall be for breach of contract under the
Agreement. Nothing in the Agreement shall operate to limit or exclude any
liability for fraud.
8.3 The benefit of the Agreement and the rights thereunder shall not be assignable
by Buyer. Seller may sub-contract its obligations.
8.4 Any notice in connection with the Agreement shall be in writing and shall be
delivered by hand or by post to Seller’s registered office at the time of posting
or to Buyer to the Invoice Address, and shall be deemed delivered on delivery
if by hand or on the third day after posting if posted.
8.5 In the case of a consumer contract within the meaning of the Unfair Contract
Terms Act 1977, these conditions shall not apply to the extent that they would
be rendered void or unenforceable by virtue of the provisions thereof.
8.6 No amendment, modification, waiver of or variation to the Invoice or the
Agreement shall be binding unless agreed in writing and signed by an authorised
representative of Buyer and Seller.
8.7 Neither Seller nor Buyer intends the terms of the Agreement to be enforceable
by a third party pursuant to the Contracts (Rights of Third Parties) Act 1999.
8.8 The Agreement and all rights and obligations of Seller and Buyer under it shall
be governed by English Law in every particular and, subject always to the prior
application of the arbitration provisions set out in clause 9, both parties agree
to submit to the exclusive jurisdiction of the English Courts.
9. ARBITRATION
9.1 All claims and disputes relating to, or in connection with, the Agreement are
to be referred to a single arbitrator in London pursuant to the Arbitration Act
1996. In the event that the parties cannot agree upon an arbitrator either party
may apply to the President of the Law Society of England and Wales for the
time being to appoint as arbitrator a Queen’s Counsel of not less than 5 years
standing. The decision of the arbitrator shall be final and binding.
9.2 Save that Buyer acknowledges Seller’s right to seek, and the power of the High
Court to grant interim relief, no action shall be brought in relation to any
claim or dispute until the arbitrator has conducted an arbitration and made his
award.
March 2006
“Richard Green” is a registered trade mark of Richard Green Old Master
Paintings Ltd in the EU, the USA and other countries.
Asking prices are current at time of going to press – Richard Green reserves the
right to amend these prices in line with market values