Privacy Policy
This policy applies to information held about clients and prospective clients, suppliers and prospective suppliers, contacts and all other persons about whom we hold information. By ‘information,’ we mean personal information about you that we collect, use, share and store.In this policy, “we,” “us,” and “our” means Fairhead Fine Art Limited, a company registered in England and Wales with No 7834756 registered office 19 Helenslea Avenue, London NW11 8NE and “you” means the individual to whom the information relates. We are the data controller and we operate our website www.fairheadfineart.com (our site).Information we collect about youWe may collect and store the following types of information about you when you visit our site or by corresponding with us (for example, by e-mail). This includes information you provide when registering to use our sites or sharing any data via our social media functions. If you do not accept this privacy policy, you must not use these Sites. The information given to us may include: your name; your contact information such as your address, email address and telephone number; [your payment details / financial data i.e. your bank name, account number and sort code;[when browsing our site, your IP address, your browser type and language;] [information related to your attendance of, and interest in, events and art and antiques fairs;] information about you that you give us in person at our events and at fairs, by filling in forms on our (our site) www.fairheadfineart.com(e.g. the contact us section or to sign up to our mailing list) or by corresponding with us by phone, e-mail or otherwise;] andinformation in relation to your purchase of our artwork, antiques or use of our services. How we collect information about youYou may give us your information by [filling in forms on our site or by corresponding with us by post, phone, email, on social media or otherwise]. This includes information you provide when you:visit us at art and antiques fairs; your purchase of any artwork or antique; andOn the phone or by mail / email / SMS Legal basis for processingOur processing of your personal information is necessary (i) for the purposes of legitimate interests pursued by us; (ii) in order to comply with a legal obligation to which we are subject; or (iii) for the performance of contracts to which you will be a party to and in order to take steps at your request prior to you entering into those contracts. In relation to any processing of special categories of personal data, we will generally rely on obtaining specific consent from you at the time unless there is otherwise a legal requirement for us to process such information. Legitimate interestsWhere our processing is based on the legitimate interest grounds described above, those legitimate interests are: collecting personal information to provide you with a smooth and efficient client experience; running our business;to make sure you receive updated information on Fairhead Fine Art Limited’s activities; to provide the services you have requested; and [for our own marketing, research and development.]How we use your informationWe use your information to:[provide information about our artworks / works of art and services to you];[keep you informed about artworks / works of art, artists and events that we think you may find interesting]; [carry out our obligations arising from any agreements entered into between you and us]; [communicate with you];[administer our site and for internal operations, including troubleshooting, data analysis, testing, research, statistical and survey purposes];[keep our site safe and secure];comply with legal and regulatory obligations; andfor security and to check your identity. Will we share your information with third parties? Except as expressly set out in this policy we will not sell, distribute or lease your personal information to third parties unless we have your permission or are required by law to do so.The personal information you provide to us may be shared with the following categories of companies if this is necessary to provide you with our artwork, antiques or services, respond to your inquiries or for any of the purposes described in this policy:third party companies; agents; contractors; service providers; or affiliated companies.We may also share your personal information with:law enforcement agencies, other governmental agencies or third parties if we are required by law to do so; andother business entities should we plan to merge with or be acquired by that business entity, or if we undergo a re-organisation with that entity. Your rights At any time, you have the right: to request access to or a copy of any personal data which we hold about you;to rectification of your personal data, if you consider that the information we are holding is inaccurate;to ask us to erase your personal data, if you consider that we do not have the right to hold it;to withdraw consent to our processing of your personal data (to the extent such processing is based on previously obtained consent); to ask us to stop or start sending you marketing messages as described below in the marketing section;to restrict processing of your personal data;to data portability (moving some of your personal data elsewhere) in certain circumstances;to object to your personal data being processed in certain circumstances; andto not be subject to a decision based on automated processing and to have safeguards put in place if you are being profiled based on your personal data.Any request from you for access to or a copy of your personal data must be in writing and we will endeavour to respond within a reasonable period and in any event within one month in compliance with data protection legislation. We will comply with our legal obligations as regards your rights as a data subject.We aim to ensure that the information we hold about you is accurate at all times. To assist us in ensuring that your information is up to date, do let us know if any of your personal details change at the following email address christina@fairheadfineart.com / niall@fairheadfineart.com Marketing Where you are one of our clients or have otherwise agreed to be contacted for marketing we may use your personal information to send you information about our artwork, antiques, events and art and antiques fairs. You have the option of "unsubscribing" from our mailing list at any time thereby disabling any further such e-mail or other communication from being sent to you by emailing christina@fairheadfineart.comWe will action any opt out request from you without delay. How long will we keep your information?We will only keep the information we collect about you for as long as required for the purposes set out above or as required to comply with any legal obligations to which we are subject. This will involve us periodically reviewing our files to check that information is accurate, up-to-date and still required.Where we are permitted to send you direct marketing communications we may retain your contact information necessary for this purpose, for as long as you do not unsubscribe from receiving the same from us. If you opt out from marketing, we will retain your information to enable us to respect your wishes to not be contacted for marketing purposes.Security and storage of your informationWe are committed to ensuring that your information is secure. In order to prevent unauthorised access or disclosure, we have put in place suitable physical, electronic and managerial procedures to safeguard and secure the information we collect online. The information that we collect from you may be transferred to, and stored at, a destination outside the European Economic Area ("EEA"). It may also be processed by staff operating outside the EEA who work for us, or for one of our service providers. When we, or our permitted third parties, transfer your information outside the European Economic Area, we or they will impose obligations on the recipients of that data to protect your information to the standard required in the European Economic Area or otherwise require the recipient to subscribe to international frameworks intended to enable secure data sharing. In the case of transfers by us, we may also transfer your information where: (i) the transfer is to a country deemed to provide adequate protection of your information by the European Commission; or (ii) where you have consented to the transfer.How we use cookiesWhat are cookies?A cookie is a small file which asks permission to be placed on your computer’s hard drive. Once you agree, the file is added and the cookie helps analyse web traffic or lets you know when you visit a particular site.A cookie in no way gives us access to your computer or any information about you, other than the data you choose to share with us.You can choose to accept or decline cookies. Most web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. If you choose not to receive our cookies, we cannot guarantee that your experience with the Site will be as quick or responsive as if you do receive cookies. The "Help" or "Internet Settings" functions within your browser should tell you how. Please be aware that that if you select to refuse or restrict cookies you may be unable to access certain parts of our site. You can find more information about cookies at http://www.allaboutcookies.org/.Our use of cookies[We use Google Analytics to identify which pages are being used. This helps us analyse data about web page traffic and improve our site in order to tailor it to customer needs. We only use this information for statistical analysis purposes; these cookies cannot be used to identify individuals}.Links to other sitesOur site may contain links to other websites, including via our social media buttons. While we try to link only to websites that share our high standards and respect for privacy, we are not responsible for the content, security, or privacy practices employed by other websites and a link does not constitute an endorsement of that website. Once you link to another website from our Sites you are subject to the terms and conditions of that website, including, but not limited to, its internet privacy policy and practices. Please check these policies before you submit any data to these websites.[Certain features of our site will allow for social networking. You should ensure when using these features that you do not submit any personal data that you do not want to be sent, collected or used by other users, such as profile details or e-mail address.]ComplaintsQuestions, comments and requests regarding this policy are welcomed and should be addressed to christina@fairheadfineart.comIf you have any concerns about our use of your information, you also have the right (as a UK resident) to make a complaint to the Information Commissioner's Office, which regulates and supervises the use of personal data in the UK, via their helpline on 0303 123 1113.Children under 14We do not intentionally collect any information on children under 14 years of age. We will undertake to delete any details of such users where a parent or guardian has notified us that any such details have been obtained. Changes to this policyAny changes we make to our policy in the future will be posted on this page and, where appropriate, notified to you by e-mail. Please check back frequently to see any updates or changes to our policy.This policy was last updated on 25/5/2018.
TERMS & CONDITIONS
1. Interpretation1.1 In these Terms:'Buyer' means the person who accepts the Seller’s Written quotation for the sale of the Goods or whose Written order for the Goods is accepted by the Seller;'Goods' means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Terms;'Seller' means Fairhead Fine Art Ltd of 19 Helenslea Avenue, Golders Green, London NW11 8NE,United Kingdom'Contract' means the contract for the sale and purchase of the Goods;'Incoterms' means the international rules for the interpretation of trade terms of theInternational Chamber of Commerce as in force at the date when the Contract is made;'Terms' means the standard terms of sale set out in this document and (unless the context otherwise requires) includes any special terms agreed in Writing between the Buyer and the Seller;'Writing' and any similar expression, includes facsimile transmission and comparable means of communication and confirmed electronic mail.1.2 A reference in these Terms to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.1.3 The headings in these Terms are for convenience only and shall not affect theirinterpretation.2. Basis of the sale2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with the Seller’s Written quotation (or as quoted on the Sellers’ website) (if accepted by the Buyer), or the Buyer’s Written order (if accepted by the Seller), subject in either case to these Terms, which shall govern the Contract to the exclusion of any other terms subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.2.2 No variation to these Terms shall be binding unless agreed in Writing between theauthorised representatives of the Buyer and the Seller.2.3 The Seller’s employees or agents are not authorised to make any representationsconcerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed, but nothing in these Terms affects the liability of either party for fraudulent misrepresentation.2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.2.5 Without prejudice to the generality of Clauses 2.3 and 2.4 above no warranties or representations or statements (whether oral or in writing) made by the Seller’s employees or agents are binding (and thus cannot be relied upon by the Buyer) without such warranties of representations or statements having been confirmed in writing by the Seller.2.6 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.3. Orders and specifications3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller’s authorised representative.3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.3.3 The quantity, quality and description of the Goods and any specification for them shall be as set out in the Seller’s quotation or website (as the case may be) (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).3.4 If any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with, or paid or agreed to be paid by the Seller in settlement of, any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.3.5 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or EU requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.3.6 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.4. Price of the goods4.1 The price of the Goods shall be the Seller’s quoted price or, where no price has beenquoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list current at the date of acceptance of the order. Where the Goods are supplied for export from the United Kingdom, the Seller’s published export price list shall apply. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.4.2 The Seller reserves the right, by giving Written notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.4.3 Except as otherwise stated in the Seller’s Written quotation or in any price list of the Seller, and unless otherwise agreed in Writing between the Buyer and the Seller, all prices are given by the Seller on an ex works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance.4.4 The price is exclusive of any applicable value added tax, which the Buyer shall beadditionally liable to pay to the Seller.4.5 The cost of pallets and returnable containers will be charged to the Buyer in addition to the price of the Goods, but full credit will be given to the Buyer provided they are returned undamaged to the Seller before the due payment date.5. Terms of payment5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, theSeller may invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.5.2 The Buyer shall pay the price of the Goods (less any discount to which the Buyer isentitled, but without any other deduction) at the time of sale in the case of purchase from the Seller’s website or otherwise within 30 days of the date of the Seller’s invoice, and the Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.5.3 If the Buyer fails to make any payment on the due date then, without limiting any other right or remedy available to the Seller, the Seller may:5.3.1 Cancel the contract or suspend any further deliveries to the Buyer;5.3.2 Appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and5.3.3 Charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 5 per cent per annum above Barclays Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).6. Delivery6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’spremises at any time after the Seller has notified the Buyer that the Goods are ready forcollection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in Writing. The Goods may be delivered by the Seller in advance of the quoted delivery date on giving reasonable notice to the Buyer.6.3 If the Seller fails to deliver the Goods (or any instalment) for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.6.4 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without limiting any other right or remedy available to the Seller, the Seller may:6.4.1 Store the Goods until actual delivery and charge the Buyer for the reasonable costs(including insurance) of storage; or6.4.2 Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.7. Risk and property7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:7.1.1 In the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or7.7.2 In the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property, but the Buyer may resell or use the Goods in the ordinary course of its business.7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller may at any time require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, enter on any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without limiting any other right or remedy of the Seller) forthwith become due and payable.8. Warranties and liability8.1 Subject to the following provisions the Seller warrants that the Goods will correspondwith their specification at the time of delivery.8.2 The above warranty is given by the Seller subject to the following conditions:8.2.1 The Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in Writing), misuse or alteration or repair of the Goods without the Seller’s approval;8.2.2 The Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;8.2.3 The above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.8.3 Subject as expressly provided in these Terms, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.8.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Terms.8.5 A claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within seven days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.8.6 Where a valid claim in respect of any of the Goods which is based on a defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Terms, the Seller may replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), in which case the Seller shall have no further liability to the Buyer.8.7 Except in respect of death or personal injury caused by the Seller’s negligence, or liability for defective products under the Consumer Protection Act 1987, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all) or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms.8.8 Goods can be returned to the Seller and a full refund will be given (so long as the Goods are in the same condition as when the Seller sold them to the Buyer) in the following instances:(a) where the Goods are found not to be as described on the Order;(b) where the dimensions (if provided) are materially different to those quoted on the Order or on the Seller’s website;(c) where a bona fide third party claim ownership of the Goods (in this event the Goods need not be returned, but evidence of the claim should be provided) to the Seller.In the case of (a) and (b) above such Goods should be returned within 60 days of purchase, thereafter the Seller shall have no further liability to the Buyer arising therefrom.8.9 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:8.9.1 Act of God, explosion, flood, tempest, fire or accident;8.9.2 War or threat of war, sabotage, insurrection, civil disturbance or requisition;8.9.3 Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;8.9.4 Import or export regulations or embargoes;8.9.5 Strikes, lock-outs or other industrial actions or trade disputes (whether involvingemployees of the Seller or of a third party).8.10 It is acknowledged by the Buyer that the value of the Goods can increase and decrease. No warranty or representation is made by the Seller (nor by any employee or agent of the Seller nor any third party) as to the investment potential of the Goods. The Buyer acknowledges that when the Buyer seeks to sell the Goods (or to have the Goods valued for insurance or any other purposes) the value may be less than the price paid to the Seller. The Buyer may not get back all of the Buyer’s investment in the Goods.9. Indemnity9.1 If a claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, then unless the claim arises from the use of a drawing, design or specification supplied by the Buyer, the Seller shall indemnify the Buyer against all loss, damages, costs and expenses awarded against or incurred by the Buyer in connection with the claim, or paid or agreed to be paid by the Buyer in settlement of the claim, provided that:9.1.1 The Seller is given full control of any proceedings or negotiations in connection with the claim;9.1.2 The Buyer shall give the Seller all reasonable assistance for the purposes of any such proceedings or negotiations;9.1.3 Except pursuant to a final award, the Buyer shall not pay or accept the claim, orcompromise any such proceedings without the consent of the Seller (which shall not beunreasonably withheld);9.1.4 The Buyer shall do nothing which would or might vitiate any policy of insurance orinsurance cover which the Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do);9.1.5 The Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to the Seller for, all damages and costs (if any) awarded in favour of the Buyer which are payable by, or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by, any other party in respect of any such claim; and9.1.6 Without limiting any duty of the Buyer at common law, the Seller may require the Buyer to take such steps as the Seller may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Seller is liable to indemnify the Buyer under this clause.10. Insolvency of buyer10.1 This clause 10 applies if:10.1.1 The Buyer makes a voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or10.1.2 An encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or10.1.3 The Buyer ceases, or threatens to cease, to carry on business; or10.1.4 The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.10.2 If this clause applies then, without limiting any other right or remedy available to the Seller, the Seller may cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.11. Export terms11.1 Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Terms, but if there is any conflict between the provisions of Incoterms and these Terms, the latter shall prevail.11.2 Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 11 shall (subject to any special terms agreed in Writing between the Buyer and the Seller) apply notwithstanding any other provision of these Terms.11.3 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.11.4 Unless otherwise agreed in Writing between the Buyer and the Seller, the Goods shall be delivered fob the air or sea port of shipment and the Seller shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.11.5 The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller’s premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.11.6 Payment of all amounts due to the Seller shall be made by irrevocable letter of credit opened by the Buyer in favour of the Seller and confirmed by a bank in London acceptable to the Seller or, if the Seller has agreed in Writing on or before acceptance of the Buyer’s order to waive this requirement, by acceptance by the Buyer and delivery to the Seller of a bill of exchange drawn on the Buyer payable 60 days after sight to the order of the Seller at such branch of Barclays] Bank in England as may be specified in the bill of exchange.11.7 The Buyer shall not offer the Goods for resale in [GBP] or any other country notified by the Seller to the Buyer at or before the time the Buyer’s order is placed, or sell the Goods to any person if the Buyer knows or has reason to believe that that person intends to resell the Goods in any such country.12. General12.1 A notice required or permitted to be given by either party to the other under these Terms shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.12.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.12.3 If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.12.4 Any dispute arising under or in connection with the Contract or the sale of the Goods shall be referred to mediation by a single mediator appointed by agreement or (in default) nominated on the application of either party by CEDR, in accordance with its rules of mediation.12.5 The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the non-exclusive jurisdiction of the English courts.12.6 Artists Resale Right: By the terms of the EU Directive relating to ARR the professional buyers and sellers of works of art are jointly and severally liable for the payment of the charges in question. When Fairhead Fine Art Ltd sells to other Art Professional Traders it is expressly understood that in every case the buyer will be responsible for paying the moneys in respect of ARR. These will be declared and paid for on the quarterly Relevant Returns which they will provide to the relevant Collection Society involved.12.7 The New AML Laws - with effect from January 2020 New AML laws are in force now and procedures have to be followed to comply with these. Full details of the requirements can be found on: https://www.fairheadfineart.com/services/aml-lawsAll our clients must advise us with the required information BEFORE we do business with them.
TERMS & CONDITIONS
1. Interpretation1.1 In these Terms:'Buyer' means the person who accepts the Seller’s Written quotation for the sale of the Goods or whose Written order for the Goods is accepted by the Seller;'Goods' means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Terms;'Seller' means Fairhead Fine Art Ltd of 19 Helenslea Avenue, Golders Green, London NW11 8NE,United Kingdom'Contract' means the contract for the sale and purchase of the Goods;'Incoterms' means the international rules for the interpretation of trade terms of theInternational Chamber of Commerce as in force at the date when the Contract is made;'Terms' means the standard terms of sale set out in this document and (unless the context otherwise requires) includes any special terms agreed in Writing between the Buyer and the Seller;'Writing' and any similar expression, includes facsimile transmission and comparable means of communication and confirmed electronic mail.1.2 A reference in these Terms to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.1.3 The headings in these Terms are for convenience only and shall not affect theirinterpretation.2. Basis of the sale2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with the Seller’s Written quotation (or as quoted on the Sellers’ website) (if accepted by the Buyer), or the Buyer’s Written order (if accepted by the Seller), subject in either case to these Terms, which shall govern the Contract to the exclusion of any other terms subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.2.2 No variation to these Terms shall be binding unless agreed in Writing between theauthorised representatives of the Buyer and the Seller.2.3 The Seller’s employees or agents are not authorised to make any representationsconcerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed, but nothing in these Terms affects the liability of either party for fraudulent misrepresentation.2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.2.5 Without prejudice to the generality of Clauses 2.3 and 2.4 above no warranties or representations or statements (whether oral or in writing) made by the Seller’s employees or agents are binding (and thus cannot be relied upon by the Buyer) without such warranties of representations or statements having been confirmed in writing by the Seller.2.6 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.3. Orders and specifications3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller’s authorised representative.3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.3.3 The quantity, quality and description of the Goods and any specification for them shall be as set out in the Seller’s quotation or website (as the case may be) (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).3.4 If any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with, or paid or agreed to be paid by the Seller in settlement of, any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.3.5 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or EU requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.3.6 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.4. Price of the goods4.1 The price of the Goods shall be the Seller’s quoted price or, where no price has beenquoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list current at the date of acceptance of the order. Where the Goods are supplied for export from the United Kingdom, the Seller’s published export price list shall apply. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.4.2 The Seller reserves the right, by giving Written notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.4.3 Except as otherwise stated in the Seller’s Written quotation or in any price list of the Seller, and unless otherwise agreed in Writing between the Buyer and the Seller, all prices are given by the Seller on an ex works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance.4.4 The price is exclusive of any applicable value added tax, which the Buyer shall beadditionally liable to pay to the Seller.4.5 The cost of pallets and returnable containers will be charged to the Buyer in addition to the price of the Goods, but full credit will be given to the Buyer provided they are returned undamaged to the Seller before the due payment date.5. Terms of payment5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, theSeller may invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.5.2 The Buyer shall pay the price of the Goods (less any discount to which the Buyer isentitled, but without any other deduction) at the time of sale in the case of purchase from the Seller’s website or otherwise within 30 days of the date of the Seller’s invoice, and the Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.5.3 If the Buyer fails to make any payment on the due date then, without limiting any other right or remedy available to the Seller, the Seller may:5.3.1 Cancel the contract or suspend any further deliveries to the Buyer;5.3.2 Appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and5.3.3 Charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 5 per cent per annum above Barclays Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).6. Delivery6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’spremises at any time after the Seller has notified the Buyer that the Goods are ready forcollection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in Writing. The Goods may be delivered by the Seller in advance of the quoted delivery date on giving reasonable notice to the Buyer.6.3 If the Seller fails to deliver the Goods (or any instalment) for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.6.4 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without limiting any other right or remedy available to the Seller, the Seller may:6.4.1 Store the Goods until actual delivery and charge the Buyer for the reasonable costs(including insurance) of storage; or6.4.2 Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.7. Risk and property7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:7.1.1 In the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or7.7.2 In the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property, but the Buyer may resell or use the Goods in the ordinary course of its business.7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller may at any time require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, enter on any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without limiting any other right or remedy of the Seller) forthwith become due and payable.8. Warranties and liability8.1 Subject to the following provisions the Seller warrants that the Goods will correspondwith their specification at the time of delivery.8.2 The above warranty is given by the Seller subject to the following conditions:8.2.1 The Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in Writing), misuse or alteration or repair of the Goods without the Seller’s approval;8.2.2 The Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;8.2.3 The above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.8.3 Subject as expressly provided in these Terms, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.8.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Terms.8.5 A claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within seven days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.8.6 Where a valid claim in respect of any of the Goods which is based on a defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Terms, the Seller may replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), in which case the Seller shall have no further liability to the Buyer.8.7 Except in respect of death or personal injury caused by the Seller’s negligence, or liability for defective products under the Consumer Protection Act 1987, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all) or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms.8.8 Goods can be returned to the Seller and a full refund will be given (so long as the Goods are in the same condition as when the Seller sold them to the Buyer) in the following instances:(a) where the Goods are found not to be as described on the Order;(b) where the dimensions (if provided) are materially different to those quoted on the Order or on the Seller’s website;(c) where a bona fide third party claim ownership of the Goods (in this event the Goods need not be returned, but evidence of the claim should be provided) to the Seller.In the case of (a) and (b) above such Goods should be returned within 60 days of purchase, thereafter the Seller shall have no further liability to the Buyer arising therefrom.8.9 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:8.9.1 Act of God, explosion, flood, tempest, fire or accident;8.9.2 War or threat of war, sabotage, insurrection, civil disturbance or requisition;8.9.3 Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;8.9.4 Import or export regulations or embargoes;8.9.5 Strikes, lock-outs or other industrial actions or trade disputes (whether involvingemployees of the Seller or of a third party).8.10 It is acknowledged by the Buyer that the value of the Goods can increase and decrease. No warranty or representation is made by the Seller (nor by any employee or agent of the Seller nor any third party) as to the investment potential of the Goods. The Buyer acknowledges that when the Buyer seeks to sell the Goods (or to have the Goods valued for insurance or any other purposes) the value may be less than the price paid to the Seller. The Buyer may not get back all of the Buyer’s investment in the Goods.9. Indemnity9.1 If a claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, then unless the claim arises from the use of a drawing, design or specification supplied by the Buyer, the Seller shall indemnify the Buyer against all loss, damages, costs and expenses awarded against or incurred by the Buyer in connection with the claim, or paid or agreed to be paid by the Buyer in settlement of the claim, provided that:9.1.1 The Seller is given full control of any proceedings or negotiations in connection with the claim;9.1.2 The Buyer shall give the Seller all reasonable assistance for the purposes of any such proceedings or negotiations;9.1.3 Except pursuant to a final award, the Buyer shall not pay or accept the claim, orcompromise any such proceedings without the consent of the Seller (which shall not beunreasonably withheld);9.1.4 The Buyer shall do nothing which would or might vitiate any policy of insurance orinsurance cover which the Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do);9.1.5 The Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to the Seller for, all damages and costs (if any) awarded in favour of the Buyer which are payable by, or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by, any other party in respect of any such claim; and9.1.6 Without limiting any duty of the Buyer at common law, the Seller may require the Buyer to take such steps as the Seller may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Seller is liable to indemnify the Buyer under this clause.10. Insolvency of buyer10.1 This clause 10 applies if:10.1.1 The Buyer makes a voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or10.1.2 An encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or10.1.3 The Buyer ceases, or threatens to cease, to carry on business; or10.1.4 The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.10.2 If this clause applies then, without limiting any other right or remedy available to the Seller, the Seller may cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.11. Export terms11.1 Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Terms, but if there is any conflict between the provisions of Incoterms and these Terms, the latter shall prevail.11.2 Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 11 shall (subject to any special terms agreed in Writing between the Buyer and the Seller) apply notwithstanding any other provision of these Terms.11.3 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.11.4 Unless otherwise agreed in Writing between the Buyer and the Seller, the Goods shall be delivered fob the air or sea port of shipment and the Seller shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.11.5 The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller’s premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.11.6 Payment of all amounts due to the Seller shall be made by irrevocable letter of credit opened by the Buyer in favour of the Seller and confirmed by a bank in London acceptable to the Seller or, if the Seller has agreed in Writing on or before acceptance of the Buyer’s order to waive this requirement, by acceptance by the Buyer and delivery to the Seller of a bill of exchange drawn on the Buyer payable 60 days after sight to the order of the Seller at such branch of Barclays] Bank in England as may be specified in the bill of exchange.11.7 The Buyer shall not offer the Goods for resale in [GBP] or any other country notified by the Seller to the Buyer at or before the time the Buyer’s order is placed, or sell the Goods to any person if the Buyer knows or has reason to believe that that person intends to resell the Goods in any such country.12. General12.1 A notice required or permitted to be given by either party to the other under these Terms shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.12.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.12.3 If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.12.4 Any dispute arising under or in connection with the Contract or the sale of the Goods shall be referred to mediation by a single mediator appointed by agreement or (in default) nominated on the application of either party by CEDR, in accordance with its rules of mediation.12.5 The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the non-exclusive jurisdiction of the English courts.12.6 Artists Resale Right: By the terms of the EU Directive relating to ARR the professional buyers and sellers of works of art are jointly and severally liable for the payment of the charges in question. When Fairhead Fine Art Ltd sells to other Art Professional Traders it is expressly understood that in every case the buyer will be responsible for paying the moneys in respect of ARR. These will be declared and paid for on the quarterly Relevant Returns which they will provide to the relevant Collection Society involved.12.7 The New AML Laws - with effect from January 2020 New AML laws are in force now and procedures have to be followed to comply with these. Full details of the requirements can be found on: https://www.fairheadfineart.com/services/aml-lawsAll our clients must advise us with the required information BEFORE we do business with them.