Your attention is particularly drawn to the Limitations of Liability set out in clause 10.
1. Interpretation
1.1 The definitions in this clause apply in the terms and conditions set out in this document:
“Force Majeure Event” shall have the meaning given in clause 11;
“Artist” is the artist who created or produced the Artwork;
“Artwork” the work(s) of art We or the Artist is selling to You from stock or display in Our gallery or Your order for the Artwork as set out in Our Sales Invoice;
“IPR” Intellectual Property Rights, including but not limited to copyright, trademarks (registered or unregistered), design rights, patents, image rights or any similar rights granted by or under licence;
“Offending Article” any reproduction of Artwork contrary to clause 9 of the Terms;
“Terms” the terms and conditions set out in this document;
“We”, “Us”, “Our” Woodbury House Limited (trading as Woodbury House), registered in England and Wales under company number 12700949 with Registered Office at 29 Sackville Street, London, England, W1S 3DX;
“Writing” or “written” includes faxes and e-mail;
“You”, “Your” the person, natural or corporate, partnership, LLP or organisation (incorporated or unincorporated) which is buying Artwork from Us.
1.2 Headings do not affect the interpretation of these terms.
2. Basis of Sale
2.1 These Terms, the Order and Our price list are considered by Us to set out the whole agreement between You and Us for the sale of the Artwork and supersedes and extinguishes all previous agreements, promises, assurances, representations and understandings between You and Us. Please check that the details in the Terms or on the Order (where applicable) are complete and accurate before You commit yourself to the contract. If You believe that there is an omission or a mistake, ensure that You ask Us to confirm any changes in writing, as We only accept responsibility for statements and representations made in writing by Our authorised employees and agents. When You are ordering Artwork from Us, ensure that You read and understand these Terms before You submit Your Order, because You will be bound by the Terms once a contract comes into existence between Us, in accordance with clause 2.5.
2.2 Woodbury House Limited is not regulated by the Financial Conduct Authority and is not authorised to offer advice on current and future investments, whether regulated or unregulated. If You are making investment decisions You should seek advice from an independent financial advisor or other regulated professional. Investments in art can go down as well as up. Woodbury House Limited (together with its affiliates, officers, directors, employees, agents and representatives) gives no guarantee, warranty or representation as to the investment potential of the Artwork that it offers for sale.
2.3 Any samples, drawings, descriptions or advertising We issue, and any descriptions or illustrations contained in Our catalogues, brochures, website and/or any other electronic content are issued or published solely to provide You with an approximation about the Artwork they describe. They do not form part of the contract between You and Us or any other contract between You and Us for the sale of the Artwork.
2.4 If any of these Terms are inconsistent with any term of the Order, the Order shall prevail.
2.5 The Order is an offer by You to enter into a binding contract, which We are free to accept or decline at Our absolute discretion.
2.6 These Terms shall become binding on You and Us when:
2.6.1 We issue You with a Sales Invoice; or
2.6.2 We notify You that the Artwork is ready, whichever is the earlier, at which point a contract shall come into existence between Us. Title to the artwork passes to You when the artwork has been fully paid for and You have been notified that Your artwork is available for collection from Us or for delivery to You.
2.7 Please quote the Sales Invoice number (where applicable) in all subsequent correspondence with Us relating to the Order.
2.8 We have the right to revise and amend these Terms from time to time to reflect changes in market conditions affecting Our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in Our system’s capabilities. You will be subject to the policies and terms in force at the time that You order the Artwork from Us, unless any change to those policies or these terms is required by law or government or regulatory authority (in which case, it will apply to any orders You previously placed but We have not fulfilled).
3. The Artwork
3.1 We warrant that on delivery and for a period of 7 days from the date of delivery or the date upon which We notify You that the Artwork is ready for collection, as the case may be, the Artwork shall:
3.1.1 conform in all material respects with their description subject to any qualification or representation contained in the (electronic or hard copy) brochures, advertisements or other documentation;
3.1.2 be of satisfactory quality;
3.1.3 be fit for any purpose We represent in writing the Artwork is fit for or for any reasonable purpose for which You use the Artwork;
3.1.4 be free from material defects in design, material or workmanship; and
3.1.5 comply with all applicable statutory and regulatory requirements for selling the Artwork in the United Kingdom.
3.2 This warranty is in addition to Your legal rights in relation to Artwork which is faulty or which otherwise do not conform with these Terms. Advice about Your legal rights is available from Your local Citizens’ Advice Bureau or trading standards office.
3.3 This warranty does not apply to any defect in the Artwork arising from fair wear and tear, wilful damage, accident, negligence by You or any third party, if You use the Artwork contrary to Our recommendations, Your failure to follow Our instructions, or any alteration or repair You carry out without Our prior written approval.
3.4 We will take reasonable steps to pack the Artwork properly and to ensure that You receive Your Order in good condition.
3.5 These Terms apply to any repaired or replacement Artwork We may supply to You in the unlikely event that the original Artwork is faulty or does not otherwise conform with these Terms.
4. Delivery
4.1 You may collect the Artwork from Us or, if specified at the point of Order and for an additional charge, We will arrange delivery of the Artwork to You.
4.2 Delivery of the Order will be completed when We or Our agents deliver the Artwork to You or We make the Artwork available for collection by You.
4.3 We will take reasonable steps to meet any estimated delivery or collection date specified in the Order or otherwise agreed by Us in writing. Occasionally this date may be affected by factors beyond Our control and cannot be guaranteed. We will inform You if We become aware of an unexpected delay and will arrange a new estimated date with You.
4.4 If You fail to take delivery of the Artwork within seven calendar days of the date on which We notify You that the Artwork are ready then, except where this failure is caused by Our failure to comply with these Terms or by an event beyond Your control:
4.4.1 We will store the Artwork until delivery takes place and reserve the right to charge You a reasonable sum to cover storage costs thereafter such as expenses and insurance; and
4.4.2 We shall have no liability to You for late delivery.
4.5 If You have not taken delivery of the Artwork within fourteen calendar days of Us notifying You that they are ready, We may, after giving You reasonable prior notice in writing, resell or otherwise dispose of part or all of the Artwork and, after deducting reasonable storage and selling costs, credit the balance to a client account held by Us or charge You for any shortfall below their price.
5. Returns
5.1 In the unlikely event that the Artwork does not conform with these Terms, please let Us know as soon as possible after delivery or collection. We will ask You to return the Artwork to Us or (at Our option) arrange collection and once We have checked that the Artwork is damaged or defective, We will either (at Our option):
5.1.1 provide You with a full or partial refund (including refund of any reasonable delivery charges which You have incurred); or
5.1.2 replace the Artwork; or
5.1.3 repair the Artwork.
5.2 Artwork will not be accepted for return unless We are reasonably satisfied that they are damaged or defective.
5.3 Artwork to be returned by You to Us must clearly show the Order number on the packaging.
5.4 These Terms will apply to any replacement Artwork We supply to You.
5.5 Please note that no claims will be accepted in respect of any changes in colouring of artworks which have occurred through natural processes.
6. Cancellation
6.1 If You are contracting as a consumer and Your Order is not taken in person at Our business premises, You may cancel Your contract to purchase the Artwork at any time within 14 days, beginning on the day after You receive the Artwork. This right of cancellation does not, however, apply in the case of bespoke Artwork made or commissioned to Your specific order. To cancel a Contract, You just need to let Us know that You have decided to cancel. You can contact the Gallery You purchased from or contact Our Customer Services team by telephone on 020 3750 2222, by email at gallery@woodburyhouseart.com or by post to Customer Services Department, 29 Sackville Street, London, W1S 3DX. If You are e-mailing Us or writing to Us please include details of Your order to help Us to identify it. If You send Us Your cancellation notice by e-mail or by post, then Your cancellation is effective from the date You send Us the e-mail or post the letter to Us. For example, You will have given Us notice in time as long as You get Your letter into the last post on the last day of the cancellation period or e-mail Us before midnight on that day.
6.2 If You cancel Your Contract We will:
6.2.1 refund You the price You paid for the Artwork. Please note that We are permitted by law to reduce Your refund to reflect any reduction in the value of the Artwork, if this has been caused by Your handling them in a way which would not be permitted in a retail outlet;
6.2.2 refund any delivery costs You have paid, although, as permitted by law, the maximum refund will be the costs of delivery by the least expensive delivery method We offer (provided that this is a common and generally acceptable method). For example, if We offer delivery of Artwork within 3-5 days at one cost but You choose to have the Artwork delivered within 24 hours at a higher cost, then We will only refund what You would have paid for the cheaper delivery option; and
6.2.3 make any refunds due to You as soon as possible and in any event within the deadlines indicated below:
6.2.3.1 if You have received the Artwork and We have not offered to collect it from You: 14 days after the day on which We receive the Artwork back from You or, if earlier, the day on which You provide Us with evidence that You have sent the Artwork back to Us.
6.2.3.2 if You have not received the Artwork or You have received them and We have offered to collect them from You: 14 days after You inform Us of Your decision to cancel the Contract.
6.3 We will refund You on the credit card or debit card used by You to pay.
6.4 If Artwork has been delivered to You before You decide to cancel Your Contract:
6.4.1 then You must return them to Us without undue delay and in any event not later than 14 days after the day on which You let Us know that You wish to cancel the Contract. You can either send them back, return them to Us in-gallery or hand them to Our authorised carrier. If We have offered to collect the Artwork from You, We will collect the Artwork from the address to which they were delivered. We will contact You to arrange a suitable time for collection;
unless the Product is faulty or not as described (in this case, see clause 5.1), You will be responsible for the cost of returning the Products to Us. If the Product is one which cannot be returned by post, We estimate that if You use the carrier which delivered the Product to You, these costs should not exceed the sums We charged You for delivery. If We have offered to collect the Product from You, We will charge You the direct cost to Us of collection.
6.5 Apart from the special circumstances described above, You may only cancel Your order with Our agreement. Any deposit held will be used to defray Our initial costs and expenses of fulfilment and any remaining deposit (or part of it) will be retained by Us to be used as a credit against the purchase of other Artwork for the same or higher price. In the case of Artwork which We are unlikely to be able to use or sell elsewhere, We may, if We have agreed to a cancellation, also deduct the value of these items from Your deposit and ask You to pay any additional amount if their value is more than the amount of Your deposit.
6.6 Advice about Your legal right to cancel the contract is available from Your local Citizen’s Advice Bureau or Trading Standards Office.
7. Title and Risk
7.1 The Artwork will be Your responsibility from the first available point for delivery or from when You are notified that the artwork is available for collection from the gallery (and the artwork is fully paid for).
7.2 Ownership of the Artwork will only pass to You when We receive payment in full of all sums due for the Artwork, including delivery charges, and delivery being available to be completed.
8. Price and Payment
8.1 All prices stated are not fixed and may change over time.
8.2 These prices may be subject to VAT. However, if the rate of VAT changes between the date of the Order and the date of delivery, We will adjust the VAT You pay, unless You have already paid for the Artwork in full before the change in the rate of VAT takes effect.
8.3 These prices exclude delivery costs, which will be added to the total amount due.
8.4 It is always possible that, despite Our best efforts, some of the Artwork We sell may be incorrectly priced. We will normally check prices as part of Our dispatch procedures so that, where the Artwork’s correct price is less than Our stated price, We will charge the lower amount when dispatching the Artwork to You. If the Artwork’s correct price is higher than the price stated on the Order, We will normally, at Our discretion, either contact You for instructions before dispatching the Artwork, or reject the Order and tell You. If the pricing error is obvious and unmistakeable and could have reasonably been recognised by You as a mis-pricing, We do not have to provide the Artwork to You at the incorrect (lower) price.
8.5 Payment in cleared funds for all Artwork must be made at the time when Artwork is collected or with the Order, as the case may be. We accept payment by cleared cheque (supported by bankers’ card), cash (subject to Money Laundering Regulations), credit finance (subject to status) and most debit and credit cards.
8.6 We are not responsible for the collection, remittance and/or payment of any taxes, charges, levies, assessments or other fees of any kind imposed by any governmental or other authority in respect of the purchase, importation, sale or distribution of the Artwork and these are and will remain Your responsibility.
9. Ownership of the IPR
9.1 The IPR in the Artwork remains the property of the Artist.
9.2 Where We have commissioned and/or sold Artwork to You then, no rights to exploit any IPR, whether by copying such work or licensing such work for reproduction or publishing such work in any format, including, but not limited to, sculpture, limited edition print, illustration or other form of artwork or advertising, is granted to You, nor should any such grant be implied or inferred. All such rights are expressly reserved to Us and We do not guarantee that any such rights either will or will not be exercised.
9.3 If You breach any of Your obligations under this contract You agree that: (a) the payment of damages will not be a sufficient remedy to compensate Us or the Artist for Your breach; (b) We may, and the Artist may, apply to the court for an order to prevent You from continuing to breach Your obligations under these Terms; and (c) We may, and the Artist may, contact the operator of any internet website on which the Offending Article is being offered for sale or on which an Offending Article has been placed by You or at Your direction, and instruct such operator, on Your behalf, to remove any such Offending Article from any such internet website.
10. Limitation of Liability
10.1 If We fail to comply with these Terms, We are responsible for loss or damage You suffer that is a foreseeable result of Our breach of the Terms or Our negligence, but We are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of Our breach or if it was contemplated by You and Us at the time We entered into this contract.
10.2 Provided that We have taken all reasonable steps to establish the provenance of an original work, in the event of it being established that such work is not attributable to the relevant artist, Our liability shall be limited to refunding the original cost of the artwork to You and We shall not be responsible for any loss of anticipated investment value or any other consequential losses sought by You.
10.3 You acknowledge that in entering into this contract You do not rely on, and 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 or otherwise confirmed by Us in writing.
10.4 We do not exclude or limit in any way Our liability for:
10.4.1 death or personal injury caused by Our negligence or the negligence of Our employees, agents or subcontractors;
10.4.2 fraud or fraudulent misrepresentation; or
10.4.3 any other liability which We are unable to exclude by law.
11. Events outside our control
11.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of Our obligations under these Terms that is caused by events outside Our reasonable control (Force Majeure Event).
11.2 A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond Our reasonable control and includes, in particular (without limitation), the following:
11.2.1 strikes, lock-outs or other industrial action; or
11.2.2 civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; or
11.2.3 fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; or
11.2.4 impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; or
11.2.5 impossibility of the use of public or private telecommunications networks.
11.3 Our obligations under these Terms are suspended for the period that the Force Majeure Event continues, and We will have an extension of time to perform these obligations for the duration of that period. We will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which Our obligations under these Terms can be performed despite the Force Majeure Event.
12. Assignment
You may not transfer any of Your rights or obligations under these Terms to another person without Our prior written consent, which We will not withhold unreasonably. We can transfer all or any of Our rights and obligations under these Terms to another organisation, but this will not affect Your rights under these Terms.
13. Notices
All notices sent by You to Us must be sent to Woodbury House Limited at 29 Sackville Street, London, W13 3DX. We may give notice to You at either the e-mail or postal address You provide to Us in the Order. Notice will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.
14. General
14.1 If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
14.2 If We fail, at any time while these Terms are in force, to insist that You perform any of Your obligations under these Terms, or if We do not exercise any of Our rights or remedies under these Terms, that will not mean that We have waived such rights or remedies and will not mean that You do not have to comply with those obligations. If We do waive a default by You, that will not mean that We will automatically waive any subsequent default by You. No waiver by Us of any of these Terms shall be effective unless We expressly say that it is a waiver and We tell You so in writing.
14.3 A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
14.4 These Terms shall be governed by English law and We both agree to the non-exclusive jurisdiction of the English courts.
15. Privacy Policy
We will not disclose Your information to any other individual or organisation unless required to do so by law, or unless it is necessary to obtain or validate payment of Our invoices to You or to perform Our contract of sale with You, or unless it is covered by a confidentiality agreement. If You want Us to remove Your information from Our records please contact Us and We will do so insofar as the law permits.