TERMS AND CONDITIONS OF SALE

This agreement is made between the Purchaser and Louise Bandy (the Artist).

1. DEFINITIONS

Purchaser means the person who accepts a quotation of the Artist for the sale of Artwork or whose order for Artwork is accepted by the Artist.

“Artwork” means the work commissioned to be produced by the Artist or any work already produced and offered for sale on the Artist’s website which the Artist is to supply in accordance with these Conditions .

“Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Purchaser and the Artist.

“Contract” means the contract for the purchase and sale of the Artwork.

1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

2. Basis of the sale

2.1 The Artist shall produce and sell the Artwork and the Purchaser shall purchase the Artwork in accordance with any written quotation of the Artist which is accepted by the Purchaser, or any order of the Purchaser which is accepted by the Artist, subject in either case to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions.

2.2 No variation to these Conditions shall be binding unless agreed in Writing between the Purchaser and the Artist.

2.3 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 Artist shall be subject to correction without any liability on the part of the Artist.

3. Orders and specifications

3.1 No order submitted by the Purchaser shall be deemed to be accepted by the Artist unless and until confirmed by the Artist.

3.2 The Purchaser shall be responsible to the Artist for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Purchaser and for giving the Artist any necessary information relating to the Artwork prior to the acceptance of the quotation 

3.3 The quantity, quality and description of and any specification for the Artwork shall be those set out in the Artist’s quotation (if accepted by the Purchaser) for commissioned work or the description of the Artwork on the Artist’s website if the Purchaser orders non-commissioned Artwork.

3.4 If the Artwork is to be produced by the Artist in accordance with a specification submitted by the Purchaser, the Purchaser shall indemnify the Artist against all loss damages, costs and expenses awarded against or incurred by the Artist in connection with or paid or agreed to be paid by the Artist in settlement of any claim of infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Artist’s use of the Purchaser’s specification.

3.5 The Artist reserves the right to make any changes to the Artwork which are required to conform with any applicable safety or other statutory requirements and the Artist shall not be held in breach of these Conditions should they make such changes. 

3.6 No order which has been accepted by the Artist may be cancelled by the Purchaser except with the agreement in Writing of the Artist and the Purchaser shall indemnify the Artist 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 Artist as a result of any cancellation.

4. Price of the Artwork

4.1 The price of the Artwork shall be the Artist’s quoted price or, where the Artwork has already been produced, the price listed on the Artist’s website at the date of acceptance of the order. 

4.2 The Artist reserves the right by giving notice to the Purchaser at any time before delivery to increase the price of the Artwork to reflect any increase in the cost to the Artist which is due to any factor beyond the control of the Artist (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture) or to any change in delivery dates, quantities or specifications for the Artwork which is requested by the Purchaser, or any delay caused by any instructions of the Purchaser or failure of the Purchaser to give the Artist adequate information or instructions.

4.3 Except as otherwise stated under the terms of any quotation, and unless otherwise agreed in Writing between the Purchaser and the Artist, all prices given by the Artist are exclusive of delivery charges, installation costs, plinths, fixings and mountings.

4.4 The price is exclusive of any applicable value added tax that the Purchaser shall be additionally liable to pay to the Artist.

5. Terms of payment

5.1 Where Artwork is commissioned the Purchaser must pay 50% of the price of the Artwork prior to the Artist commencing production of the Artwork. This initial 50% payment is non-refundable. The Purchaser must pay the remaining 50% of the price of the Artwork plus the cost of delivery, installation, plinths, fixings and mountings at any time before the delivery of the Artwork. For the avoidance of doubt, the Artist will not dispatch the Artwork until the Purchaser has made full payment for the Artwork plus the cost of delivery, installation, plinths, fixings and mountings.

5.1 (a) Where Artwork is commissioned by a Purchaser residing outside of the UK the Purchaser must pay 100% of the price of the Artwork plus the cost of delivery, installation, plinths, fixings and mountings prior to the Artist commencing production of the Artwork.

5.1 (b) Where non-commissioned Artwork is sold by the Artist through their website the Purchaser must pay 100% of the price of the Artwork plus the cost of delivery, installation, plinths, fixings and mountings before the Artist will dispatch the Artwork.

5.2 All prices are payable by bank transfer, international bank transfer or cheque made payable to ‘Louise Bandy’. The Artist shall provide the Purchaser with bank details upon request to enable the Purchaser to make payment.  The Artist will only issue a receipt for payment upon request by the Purchaser. All prices are in pound sterling unless otherwise stated.

5.3 If the Purchaser fails to make any payment due in accordance with this contract, without prejudice to any other right or remedy available to the Artist, the Artist shall be entitled to.

5.3.1 cancel the contract or suspend any delivery to the Purchaser;

5.3.2 appropriate any payment made by the Purchaser as the Artist may think fit and

5.3.3 charge the Purchaser interest (both before and after any judgment) on the amount unpaid, at the rate of 4 per cent per annum above HSBC 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).

5.4 In the event that the Artist shall cancel the contract under the provisions of Clause 5.3.1 above the Purchaser shall indemnify the Artist 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 Artist as a result of such cancellation. Without prejudice to the generality of the foregoing, at the option of the Artist, the Artist shall be entitled to require the Purchaser to pay to the Artist by way of liquidated damages an amount equivalent to the price of the Artwork. In the event of the Artist so requiring, the Purchaser shall pay such amount to the Artist (without any deduction) within seven days of receiving from the Artist written notification of the amount required to be paid.

6. Delivery

6.1 Delivery of the Artwork shall be made by the Purchaser collecting the Artwork at a place agreed between the Artist and the Purchaser at any time after the Artist has notified the Purchaser that the Artwork is ready for collection or, if the Artist agrees to the use of a courier, by the Artist supplying the Artwork to the chosen courier. 

6.2 Any dates quoted for delivery of the Artwork are approximate only and the Artist shall not be liable for any delay in delivery of the Artwork howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Artist in writing. The Artist shall be entitled to make part delivery of the Artwork at any time.

6.3 The Purchaser must fully inspect the packaging and the Artwork upon receipt and make note of any damage to the Artwork or packaging on the Courier’s delivery paperwork. The Purchaser must ensure the Courier has recorded the details of any such damage. The Purchaser must inform the Artist immediately after receiving the Artwork if there is any damage to the Artwork or packaging. 

6.4 If the Artist is unable to complete commissioned Artwork for any reason, the Artist shall provide a full refund of any monies paid for the Artwork to the Purchaser. 

6.5 If the Purchaser fails to take delivery of the Artwork or fails to give adequate delivery instructions when requested by the Artist, without prejudice to any other right or remedy available to the Artist, the Artist may:

6.5.1 store the Artwork until actual delivery and charge the Purchaser for the reasonable costs (including insurance) of storage; or

6.5.2 sell the Artwork at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Purchaser for the excess over the price under the Contract or charge the Purchaser for any shortfall below the price under the Contract.

7. Returns

7.1  The Purchaser is not entitled to return commissioned Artwork to the Artist unless it is damaged or defective in accordance with the Purchaser’s statutory rights.  For the avoidance of doubt, the Purchaser is not entitled to a refund from the Artist if they do not like the commissioned Artwork.

7.2 The Purchaser may cancel a purchase of non-commissioned Artwork within 14 days of receipt for any reason by communicating the cancellation in writing to the Artist. The Purchaser has 14 days from the date of cancellation to return the Artwork to the Artist. 

7.2.1 The Purchaser must use a reputable courier to return the Artwork to the Artist’s premises and the Purchaser will bear the full cost of the courier fee. 

7.2.2 The Purchaser must take out and pay for insurance to cover the full cost of the Artwork in transit until the point the Artist receives the Artwork at their premises. 

7.2.3 The Artist shall not be liable to refund any monies to the Purchaser if the Artwork is not received by the Artist in the condition it was received by the Purchaser or if the Artwork is lost or damaged in transit. 

7.2.4 The Purchaser must repackage the Artwork in the same way or with equivalent protection as was used by the Artist. 

7.2.5 Within 28 days of receipt of the Artwork, providing the Artwork is in the same condition as it was when it was initially delivered to the Purchaser, the Artist shall refund 100% of the cost of the Artwork to the Purchaser.

8. Risk and property

8.1 Risk of damage to or loss of the Artist shall pass to the Purchaser:

8.1.1 in the case of Artwork to be delivered at the Artist’s premises, at the time when the Artist notifies the Purchaser that the Artwork is available for collection: or

8.1.2 in the case of Artwork to be delivered otherwise than at the Artist’s premises, at the time of delivery.

9. Warranties and liability

9.1 Subject to the conditions set out below the Artist warrants that the Artwork will correspond with the description provided subject to such tolerances as are reasonable and as are normally accepted in the trade and will be free from defects in material and workmanship at the time of delivery.

9.2 The above warranty is given by the Artist subject to the following conditions:

9.2.1 the Artist 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 Artist’s instructions (whether oral or in writing), misuse or alternation or repair of the Artwork without the Artist’s approval.

9.2.2 the above warranty does not extend to Artwork not manufactured by the Artist, in respect of which the Purchaser shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Artist.

9.3 Subject as expressly provided in these Conditions, and except where the Artwork is 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.

9.4 Any claim by the Purchaser which is based on any defect in the quality or condition of the Artwork or their failure to correspond with specification shall (whether or not delivery is refused by the Purchaser) be notified to the Artist within 7 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 Purchaser does not notify the Artist accordingly, the Purchaser shall not be entitled to reject the Artwork and the Artist shall have no liability for such defect or failure, and the Purchaser  shall be bound to pay the price as if the Artwork had been delivered In accordance with the Contract.

9.5 Where any valid claim in respect of any of the Artwork which is based on any defect in the quality or condition of the Artwork or its failure to meet specification is notified to the Artist in accordance with these Conditions the Artist shall be entitled to replace the Artwork or (refund to the Purchaser the price of the Artwork) (or a proportionate part of the price), but the Artist shall have no further liability to the Purchaser.

9.6 Except in respect of death or personal injury caused by the Artist’s negligence, the Artist shall not be liable to the Purchaser by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract for any consequential loss or damage (whether for loss of profit or otherwise) costs, expenses or other claims for consequential compensation whatsoever(and whether caused by the negligence of the Artist,) which arise out of or in connection with the supply of the Artwork or their use or resale by the Purchaser, except as expressly provided in these Conditions. The Purchaser must only use the Artwork as a sculpture and not for any other purpose. In particular Artworks are not toys and are not suitable for children to handle. Artwork made from wire may have sharp edges so the Purchaser must ensure they take extra care, for example by wearing safety gloves, when handling or are in the vicinity of the Artwork.  

9.7 The Artist shall not be liable to the Purchaser 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 Artist’s obligations in relation to the Artwork if the delay or failure was due to any cause beyond the Artist’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Artist’s reasonable control:

9.7.1 Act of God, explosion, flood, tempest, fire or accident;

9.7.2 war or threat of war, sabotage, insurrection, civil disturbance, or requisition;

9.7.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

9.7.4 import or export regulations or embargoes;

9.7.5 strikes, lock-outs or other industrial actions or trade disputes;

9.7.6 difficulties in obtaining raw materials labour, fuel, parts or machinery;

9.7.7 breakdown in machinery;

9.7.8 the Artist’s health.

10. General

10.1 For the avoidance of doubt all intellectual property rights, including copyright, in the Artwork remain with the Artist.

10.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party.

10.3 No waiver by the Artist of any breach of the Contract by the Purchaser shall be considered as a waiver of any subsequent breach of the same or any other provision.

10.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

10.5 The contract shall be governed by the laws of England.