TERMS OF BUSINeSS
These Conditions of Business set out the terms upon which VELVENOIR | Alexandra Schafer Consulting and, or DLS Schafer GmbH (“we”, “us” and “our”) will source artworks for you.
We will provide you with the following services:
(i) suggesting artworks you might want to acquire;
(ii) sourcing and buying artworks for you; and
(iii) other services as agreed by you and us (collectively, the “Services”).
Unless otherwise agreed with you, we shall buy artworks on your behalf as your exclusive agent. You agree that we may bind you to the seller’s terms of sale.
- Pricing and Commission:
We shall not conclude a purchase on your behalf unless you have confirmed that the price is acceptable, except if you provide instructions authorizing us to agree a price up to a given amount. In addition to the purchase price, tax including but not limited to VAT, and the import duty may be due. Our commission is typically a percentage of the total price of the artwork(s) we have bought for you (“Artwork(s)”). You agree that we may pay a commission to any party who has assisted us with the purchase of the Artwork(s) or introduced you to us.
- Passing of Ownership and Risk:
Ownership of, and risk of loss of and damage to, the Artwork(s)will pass to you when we receive the Purchase Prise in full and cleared funds.
- Payment and Expenses: You shall be solely responsible for payment of the purchase price of the Artwork(s), plus all related charges including but not limited to our commission, expenses, and tax (collectively, the “Purchase Price”). You agree to pay the Purchase Price in accordance with the terms of the invoice. The time of payment is of the essence. You agree to compensate us for any loss fully, damage, claim, liability, judgment, cost, or expense incurred by us (including reasonable legal fees) arising from or in connection with your failure to make payment of the Purchase Price. We shall invoice you for any expenses incurred on your behalf, including any related VAT, import duties, and customs fees.
- Our Obligations:
We shall exercise reasonable care when providing the Services. You acknowledge that information we provide to you is partly dependent upon the information provided by the seller and such experts as we may consult, the amount of research and any examination or testing we may reasonably and practically carry out prior to purchase, and the generally accepted opinion of experts available at the time of your purchase of the Artwork(s). You acknowledge and agree that we make no representation and give no warranty, orally or in writing, express or implied (other than those which cannot be excluded by law) with respect to any of the characteristics of the Artwork(s), including without limitation, age, authenticity, provenance, condition, quality, rarity, value, historical reference or significance, medium, (recorded in the description of the Artwork(s) or elsewhere), which are statements of opinion only and not representations of fact, and we accept no liability in relation to any of them. Nor do we accept any liability for any matter which is specifically drawn to your attention before the purchase is completed or which your examination of the Artwork(s) ought to reveal. We do not offer investment advice. The value of art fluctuates over time and we offer no guarantee that you will make a profit when selling an Artwork. The Artwork(s) are non-exchangeable and non-returnable. We are under no obligation to sue the seller if the seller does not deliver the Artwork(s) or transfer ownership to you, or if the seller is otherwise in breach of the sale and purchase agreement.
- Description of Artwork(s):
We make no representation or warranty, express or implied, other than those which cannot be excluded by law, with respect to any of the characteristics of the Artwork(s), including (without limitation): age, authenticity, provenance, origin, condition, importance, size, quality, rarity, value, historical reference and/or significance, medium material, period, cultural or source.We are not liable for the statements, data, information and opinions of others.
We outsource services provided by contractors such as framers, conservators, shippers, and insurance brokers.
- Export and Import:
You are responsible for compliance with import and export laws and regulations. We will support you throughout this process but are not liable for any wrong given advice.
You are solely responsible for ensuring the Artwork(s) from the date when ownership of the Artwork(s) passes to you. You should assume that ownership will pass to you when you make payment for the Artwork(s).
- Remedies for Late Payment or Non-Payment:
If you fail to make payment of the Purchase Price in accordance with the terms of the invoice, we may in our sole discretion exercise any of the following remedies a) cancel the sale of the Artwork(s), b) retain any deposit paid by you towards the Purchase Price or % of the Deposit. c) resell the artwork d) commence legal proceedings to recover the Purchase Price, our expenses and the cost of such proceedings.
You agree to defend and hold us and each of our directors, employees, agents, and consultants, and the seller of the Artwork(s) harmless from and against, and compensate each of us and them fully for, any and all claims, actions, liabilities, losses, damages, and expenses of any kind (including reasonable legal fees) arising from or relating to (a) any breach or alleged breach (where alleged by us or by a third party) of your representations, obligations, and undertakings in these Conditions of Business, (b) any act or omissions by the seller of the Artwork(s), (c) a Contractor’s act or omission; and (d) physical loss or damage to the Artwork(s).
- Limitation of Liability:
Our total liability in contract, tort, misrepresentation or otherwise, arising in connection with the performance or contemplated performance of our Services shall be limited to our commission (excluding any VAT) actually paid by you for the Services in relation to which our liability has arisen. We shall not be liable to you for any loss of profits, loss of business, loss of anticipated savings or for any special, indirect, incidental, or consequential loss, costs, damages, charges or expenses to the fullest extent permitted by law. Without prejudice to the rest of these Conditions of Business, no term in these Conditions of Business shall be deemed to exclude or limit our liability to you in respect of any fraud or fraudulent misrepresentation made by us, or in respect of death or personal injury caused by our negligent acts or omissions.
Unless compelled by order of a court or governmental authority or unless the information is already in the public domain, you and we shall keep the terms of our dealings and any purchase agreement confidential except that you and we may disclose the terms of such agreement to our professional advisers. You agree that we shall be under no obligation to disclose to you the identity of the seller of the Artwork(s).
- Compliance | AML:
You acknowledge and agree to comply with any and all applicable Anti-Money Laundering Legislation and agree to cooperate fully with us in order to assist us in our compliance with all applicable obligations under the Anti-Money Laundering Legislation. You will also comply with our Anti-Money Laundering Policy, which is located on our website, and which contains further information on how to comply with applicable Anti-Money Laundering legislation. We are required to undertake due diligence measures concerning our clients and this may include evidence of your identity and obtaining information about persons who have significant interests in or control over the management of any individual assets or affairs, including trusts, corporation entities, partnerships, and other legal persons. Until our due diligence is completed, we may be unable to undertake any work and receive payments from you. If we begin acting pending completion of due diligence, we may have to cease acting if this is not completed within the time limits we advise.
If we are carrying out a transaction with you, we may ask you to explain how the transaction or Work is funded and, in some cases, we may ask you to provide supporting documentation. Our expectation is that any funds from the transaction will come from an account in your name. If funds are provided by a third party, further due diligence will be required, and this may cause a delay.
In accordance with Anti-Money Laundering Legislation and our own procedures, where knowledge or suspicion of money laundering, terrorist financing, or sanctions issues arise, or in the light of other circumstances we believe there may be reputational damage in continuing to act, we may be obliged to or may decide to cease or suspend acting and/or report information to the appropriate authorities, possibly without telling you or explaining why.
Any personal data obtained by us solely for the purposes of complying with Anti-Money Laundering Legislation or our procedures will only be used by us for the purpose of preventing money laundering and terrorist financing or as otherwise permitted by any other enactment.
Each of you and us shall have the right to terminate our provision of Services at any time by giving notice in writing to the other party. Upon notice of termination, our Services shall be discontinued and you shall pay to us fair and reasonable compensation for work-in-progress together with any outstanding unpaid invoices. If at the date of termination, you are bound by any contract to purchase one or more Artwork, you shall honor those obligations.
- Law and Jurisdiction:
These Conditions of Business and any dispute or claim arising out of or in connection with it or its subject matter or formation (Including non-contractual disputes or claims) shall be governed by the law of the Republic of Austria.
- Miscellaneous Provisions:
Should any provision of these Conditions of Business be held void, invalid, or unenforceable for any reason, the remaining provisions shall remain in full force and effect. These terms are binding on your successors, assigns, and representatives. These Conditions of Business set out the entire agreement between us and you in respect of the Services and transactions contemplated herein and supersede all prior and contemporaneous written, oral, or implied understandings, representations, and agreements between us and you relating to the subject matter of these Conditions of Business.
- Intellectual property rights:
The copyright and all other intellectual property rights in and to the Artwork(s) shall remain the property of the artist of the Artwork(s).