Terms and Conditions of Sale For United Kingdom Customers

Any order sent to Artforum Limited ( Company No. 03138255 whose registered office is at 39-40 Calthorpe Road
Edgbaston, Birmingham, B15 1TS) (“Artforum”) by the buyer (“the Buyer”) for the sale and supply of goods (“the Goods”) shall be accepted entirely at the discretion of Artforum and, if accepted, these terms and conditions ("these Terms") shall govern the contract between Artforum and the Buyer (“the Contract”) to the exclusion of any other terms subject to which any order is purported to be sent or confirmed by the Buyer.

No addition, alteration or substitution of these terms will bind Artforum unless they are expressly accepted in writing by a person authorised to sign on Artforum's behalf. Any typographical, clerical or other error or omission in any sales literature, price list, acceptance or offer, invoice or other document or information issued by Artforum shall be subject to correction without any liability on Artforum.

The Goods are sold on the basis that they will only to be offered to the public via the Buyers retail shop or via the internet if such method of sale has been approved in writing by Artforum in advance.

For sake of clarity Artforum expressly forbid the sale of Goods via any online auction sites and/or internet auction site.

The Goods are sold to the Buyer on the basis that they will be offered for sale to the public within the territory assigned to the Buyer by Artforum and not further sold on to other retail outlets. The Goods are specifically sold solely for resale within the United Kingdom unless Artforum agrees to the contrary in writing. Artforum reserves the right to ensure that the goods sold are not sold in such a way as to devalue their image in the market place.  Whilst it is not a condition of the sale Artforum will recommend prices at which the Goods should be offered to the public from time to time.

Specification

The Buyer shall be responsible to Artforum for ensuring the accuracy of the order submitted by the Buyer and for giving Artforum any necessary information relating to the Goods within a sufficient time to enable Artforum to perform the Contract in accordance with these terms.

The Buyer is deemed to have satisfied itself, prior to entering into the Contract, that the Goods are suitable for its requirements.

The quantity, quality and description of and any specification for the Goods shall be those expressly set out in Artforum's order confirmation and no other specification, descriptive material, correspondence or statement, promotional or sales literature shall form part of or be incorporated by reference into the Contract.

Artforum reserves the right to make changes in the specification of the Goods which are required to conform to any applicable statutory or regulatory requirements which do not materially affect their quality or performance.

If the specification for the Goods is varied by the Buyer from that set out in Artforum’s order confirmation, the Buyer shall indemnify Artforum in full for all additional costs and expenses incurred by Artforum as a result.

Prices and Payment

The price for the Goods shall be Artforum’s price as listed in Artforum's published price list from time to time unless otherwise notified to the Buyer by Artforum in writing.

Artforum reserves the right by giving 5 days notice in writing to the Buyer at any time before delivery to increase the price for the Goods to reflect any increase in cost to Artforum which is beyond the control of Artforum, and/or any change in delivery dates, quantities or specification for the Goods which is requested by the Buyer, and/or any delay caused by the Buyer's instructions or failure by the Buyer to give Artforum adequate information or instructions.

Subject to the above, all prices quoted are valid for 30 days (unless otherwise specified) or until earlier acceptance by the Buyer, after which they may be altered by Artforum without giving notice to the Buyer.

All prices are given by Artforum on the basis that delivery shall be effected by the Buyer collecting the Goods from Artforum's premises, and where Artforum agrees to deliver the Goods otherwise than at Artforum's premises, the Buyer shall be liable to pay Artforum's charges for transport, packaging and insurance, and shall account to Artforum for any and all customs duties clearance charges, levies, taxes and assessments incurred by Artforum in delivering the Goods to the Buyer’s premises.

The price is exclusive of any applicable value added tax, which the Buyer shall pay to Artforum in addition. The Buyer shall pay the price for the Goods within 30 days of the date of Artforum's invoice unless the Buyer is designated as paying on a pro forma basis in which case payment shall be made at the time of placing the order for the Goods. The Buyer shall not be entitled by reason of set-off, counter-claim, abatement, or other similar deduction to withhold payment of any amount due to Artforum.

Artforum shall be entitled to recover the price, notwithstanding that delivery may not have taken place and that property in the Goods has not passed to the Buyer. Time of payment shall be of the essence.

In circumstances where the Goods are designated on a sale or return basis the price for the Goods must be paid in full. A refund will be paid upon safe return of all unsold Goods providing always that such Goods are received in by Artforum in the condition which they left the premises of Artforum.

If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Artforum, all payments due to Artforum from the Buyer shall become immediately due and payable and in addition Artforum shall be entitled to cancel the Contract and suspend any further deliveries to the Buyer. Artforum reserves the right at all times to claim compensation and/or interest under the Late Payment of Commercial Debts (Interest) Act 1998, as amended by the Late Payment of Commercial Debts Regulation 2002.

Payment shall be made in the currency of the invoice by cheque or BACs (or other automated transfer) to such account as Artforum shall specify to the Buyer from time to time.

Orders and Delivery

Delivery of the Goods shall be made to the address of the Buyer or, if some other place for delivery is agreed by Artforum, by Artforum delivering the Goods to that place. The cost of such delivery shall be that of the Buyer in addition to the price paid unless the order for Goods is at the carriage free order level stated by Artforum in which case the cost of delivery shall be met by Artforum

The first order made by the Buyer pursuant to these terms and conditions must be the minimum order stated by Artforum.

Time of delivery shall not be of the essence of the Contract. Any dates quoted for delivery of the Goods are approximate only and Artforum shall not be liable for any delay in delivery however caused. Artforum may deliver Goods in advance of any quoted delivery date upon giving reasonable notice to the Buyer.

Any shortfall on the quantity of Goods ordered by the Buyer must be notified in writing to Artforum within 3 days of delivery failing which the Buyer shall be deemed to have received the correct quantity of Goods.

If Artforum has been unable to fulfil an order for Goods either wholly or in part, Artforum reserves the right to cancel any outstanding order and refund to the Buyer any price paid for the Goods and the Buyer accepts that Artforum shall have no liability to the Buyer in respect of any order so cancelled.

If the Buyer fails to take delivery of the Goods or fails to give Artforum adequate instructions for delivery then without prejudice to any other right or remedy available to Artforum, Artforum may store the Goods until actual delivery and charge the Buyer for the reasonable cost (including insurance) of storage and 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 Contract price or charge the Buyer for any shortfall below the Contract price.

Title and Risk

Risk of loss of or damage to the Goods shall pass to the Buyer where the Goods are to be delivered.

The title to any consignment of the Goods shall not pass to the Buyer until Artforum has received payment in full of the price for such Goods and payment has been made to Artforum of any sum which is due or owing from the Buyer to Artforum whether or not pursuant to the Contract.

Until such time as property in the Goods passes to the Buyer, the Buyer shall hold the Goods as Artforum's fiduciary agent and bailee, and shall keep the Goods properly stored, protected and insured and Artforum may at any time after payment for the Goods has become due take possession of the Goods (which for the avoidance of doubt will include the right to stop the Goods in transit) and remove them and the Buyer shall be deemed to have granted irrevocable authority to Artforum to enter upon the Buyer’s premises or other premises and vehicles or modes of transport where such Goods may be, by its employees or agents to take possession of such Goods. Artforum will have the right to maintain an action against the Buyer for the price of the Goods notwithstanding that title in the same has not passed to the Buyer.

Warranty and Liability

Artforum warrants that except in relation to intellectual property rights of third parties it has good title to the Goods and will transfer such title as it may have to the Buyer and subject to these Conditions the Goods will correspond with the specification in the order confirmation and will be free from defects in material and workmanship for a period of 12 months from the date of delivery.

Any claim by the Buyer based on any defect in the quality or condition of the Goods must be notified to Artforum within 10 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 Artforum accordingly, the Buyer shall not be entitled to reject the Goods and Artforum 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.

Where any valid claim in respect of any defect in the quality or condition of the Goods or their failure to meet the specification as set out in the relevant order confirmation is notified to Artforum in accordance with these Conditions, Artforum shall be entitled to replace the Goods free of charge or, at Artforum's sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but Artforum shall have no further liability to the Buyer for the defect or failure.

Except in respect of death or personal injury caused by Artforum's negligence, Artforum shall not be liable to the Buyer by reason of any misrepresentation (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 any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses, revenue, anticipated savings or other claims for compensation whatsoever (whether caused by the negligence of Artforum, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, and the entire liability of Artforum under or in connection with the Contract shall not exceed the price of the Goods.

Artforum 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 Artforum's obligations in relation to the Goods if the delay or failure was due to any cause beyond Artforum's reasonable control. The Buyer shall carry, at all times, an adequate level of public liability and other relevant insurance (other than product liability insurance) in relation to the Goods, the delivery, installation and maintenance of the Goods, and shall ensure so far as possible that the liability of the Artforum is excluded so far as possible in respect of any claim made by a customer or member of the public.

Intellectual Property

The names of Artforum and its products are trade marks of Artforum and to rights in such trade marks or any rights in the products shall pass to the Buyer save that the Buyer is granted a non-exclusive non transferable license to use such intellectual property rights for thepurpose of selling the Goods.

Artforum makes no representation or warranty neither as to the validity or enforceability of its intellectual property nor as to whether the same infringe upon any intellectual property rights of third parties.

The Buyer shall provide Artforum with such assistance as Artforum shall reasonably require for the recording, registration or safeguarding of Artforum’s intellectual property rights and shall notify as soon as reasonably possible in writing of any action actual or threatened against it.

The Buyer shall sell the Goods only in association with the promotional material supplied to the Buyer by Artforum. The Buyer shall make it clear to third parties that the Goods are those of Artforum and that the Buyer is an approved reseller of Artforum’s Goods and not acting as an agent.

The Buyer will comply with Artforum’s directions from time to time concerning the display, promotion and advertising of the Goods.

The promotional material provided to the Buyer by Artforum remains the property of Artforum and must be returned to Artforum upon request.

Termination

The Buyer shall not be entitled to terminate the Contract and if the Buyer purports to do so it shall indemnify Artforum for all losses (including any loss of profit) costs and expenses incurred by Artforum prior to and on the date of termination and Artforum shall be entitled to sell the Goods at the best price obtainable and to charge the Buyer for any shortfall below the Contract price.

Artforum shall be entitled to terminate the Contract by giving notice in writing to the Buyer with immediate effect or suspend deliveries under the Contract without any liability to the Buyer if an order is made or a resolution is passed for the winding up of the Buyer or if an order is made for the appointment of an administrator to manage the affairs, business and property of the Buyer or if a receiver is appointed of any of the Buyer’s assets or undertaking or if circumstances arise which entitle the Court or a creditor to appoint a receiver or manager or which entitle the Court to make a winding-up order or if the Buyer takes or suffers any similar or analogous action in consequence of debt, the Buyer ceases or threatens to cease to carry on business, there is a change of control of the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable in full.

Product Recall

The Buyer shall, at Artforum's cost, give such assistance as Artforum shall require for the purpose of recalling as a matter of urgency any quantities of the Goods or any of them from the retail and/or wholesale market.

Buyer’s Indemnity

The Buyer will indemnify Artforum for any loss or damage or injury caused to Artforum and/or its employees suffered by reason of any failure to take reasonable and proper precautions to ensure the safety of Artforum's employees and Goods whilst on site during any training, meetings, preliminary site inspections and post installation inspections.

All patents, copyright, design, trade mark and other industrial or intellectual property rights (including know how, goodwill and intellectual property rights in any artwork and/or promotional material supplied by Artforum) owned, created by or used by Artforum are and shall remain vested and belong absolutely to Artforum. The Buyer shall have a licence to use the same only for the purposes of reselling the Goods.

Confidentiality

The Buyer shall keep confidential and shall not without the prior consent in writing of Artforum disclose to any third party any confidential technical or commercial information which it has acquired from Artforum as a result of discussions, negotiations or other communications between them relating to the Goods.

General

Artforum shall be entitled to subcontract the whole or any part of its obligations under this Contract to any third party which it may at its absolute discretion determine but any subcontract shall not relieve Artforum of its obligations hereunder.

A person who is not a party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act. This Contract shall be governed by and construed in accordance with English law and the Buyer hereby irrevocably submits to the exclusive jurisdiction of the English courts.