Terms and conditions
1.1. In these conditions,
“The Company” means Simon Gillespie Ltd;
“The Object”, “The Artwork” or “The Picture” means the piece or pieces upon which the Company is requested to carry out, and/or carries out Work;
“The Work” means all conservation, reparation and restoration and all other processes to be carried out by the Company, its servants, agents or sub-contractors on an Object and shall where relevant include any other services provided by the Company to the Client;
“Conditions” means these Conditions and any additional special terms agreed in writing between the Company and the Client;
“The Client” means the person, firm or corporate body who accepts the Company’s estimate for the Work or whose order the Company accepts provided that where the Client deals with the Company through an agent the Company shall be entitled to enforce these terms against both the Client and its agent as if the agent was itself a party. Where the Client is not an individual the Client hereby warrants that the authorised signatory whose details appear in the Contract (“the Authorised Signatory”) has the Client’s full authority in all aspects in relation to this agreement;
“The Contract” shall comprise all written material including recommendations, proposals, quotes and other submitted to the Client by the Company and agreed in respect of the Work to be carried out on the Object.
“The Estimate” the non-binding estimate provided by the Company to the Client setting out the Company’s estimated fees for carrying out the Work
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. Basis of Work
2.1 The Company shall carry out the Work for the Client in accordance with the Company’s estimate subject to these Conditions.
2.2 No variation to these Conditions shall be binding unless agreed in writing.
2.3 The Company reserves the right to sub-contract any part of the Work which in the reasonable opinion of the Company requires specialist services.
2.4 The Company shall not be liable for any damage to the Object once the Object has been removed from the Company’s premises and, in particular, shall have no responsibility in respect of any damage suffered by the Object as a result, whether direct or indirect, of any acts or omissions of the Client, its agent or employers. It is the responsibility of the Client to request advice about the care and handling of the Objects after the completion of the Work.
2.5 The Company shall use all reasonable care and diligence in carrying out work on the Object and any associated materials, including frames.
2.6 The Company will have no responsibility for the accuracy of the description of the Object provided in the Contract.
2.7 The Company shall use reasonable endeavours to provide and complete the Work in accordance in all material respects as set out in the Contract.
2.8 The Company shall use reasonable endeavours to observe all health and safety rules and regulations, and any other reasonable security requirements that apply at the Client’s premises and that have been communicated to it, provided that it shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract.
2.9 Where the Work is to be carried out on the premises of the Client, the Client shall provide the Company, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, with access to the Client’s premises, data and other facilities as required by the Company; and inform the Company of all health and safety rules and regulations and any other reasonable security requirements that apply at the Client’s premises.
2.10 The Client shall be liable to pay to the Company, on demand, all reasonable costs, charges or losses sustained or incurred by the Company (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Client’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to the Company confirming such costs, charges and losses to the Client in writing.
2.11 By accepting these Terms and Conditions, the Client hereby warrants to the Company that the Client is the legal owner of the Item or has all necessary rights, licences and permission to authorise the Company to carry out the Work, and that the Object is free of all liens, charges and encumbrances of any nature. The Client shall indemnify and hold the Company harmless against all costs, claims, liabilities, damages and expenses incurred by the Company in connection with any claim by any third party that the Client was not authorised to permit the agreed Work to be carried out.
2.12 The Company reserves the right to refuse requests to carry out any Work without providing a reason for so doing.
2.13 Force Majeure: The Company will not be held liable for delay or non-performance of the Work where it would be inadvisable, uneconomic or commercially impractical, illegal or impossible to carry out the Work due to acts of God (such as, but not limited to, fires, explosions, earthquakes, drought, hurricanes, and floods), war, terrorism or threats of terrorism, civil disorder, government actions, labour strikes or disruptions, fire, disease or medical epidemics or outbreaks, and curtailment of transportation facilities preventing or delaying attendance the Company’s employees, and any other events, including emergencies or non-emergencies.
3. Price of the Work
3.1. The Company may, on notice to the Client, increase any Estimate given to the Client:
3.1.1 if the Company discovers the need for further Work;
3.1.2 if the Company considers further Work to be necessary on conservation or aesthetic grounds;
3.1.3 where additional Work is executed at the Client’s request. This includes, but is not confined to: additional testing, art historical research, contacting external experts, and any other additional Work;
3.1.4 to reflect any increase in the cost to the Company which is due to any factor beyond the Company’s control or the Client’s failure to give the Company adequate information or instructions. If the Company’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, the Company shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay, or
3.1.5 where the estimate given to the Client is not accepted within three calendar months, whereupon the Company reserves the right to give a revised Estimate, which shall be open for acceptance by the Client for a further period of three calendar months.
3.2 The price estimated or actual excludes value added tax and any delivery charge which the Client shall pay in addition.
3.3 There may be a variance of up to 10% either way between the estimated and the actual cost [i.e. the Company may estimate £1,000 +VAT but the invoiced amount may between £900 and £1,100 +VAT)
3.4 The Client agrees to pay the Company, in accordance with the payment terms below, all out of pocket expenses reasonably and necessarily incurred by the Company in carrying out the Work specified in the Contract, such expenses to include (but not be limited to) the cost of consultation, estimates, materials, equipment hire, travel, carriage, research, technical analysis, visits, additional digital images and any unreasonable delay or waiting on site at the behest of the client. The Client shall be notified in writing where any such costs are likely to exceed the amount specified in the Contract.
4. Terms of Payment
4.1 On completion of the Work the Company will send the Client a VAT invoice. The Client will pay for the work on receipt of the invoice. The Company will not release the Object until the Client has paid in full.
4.2 If the Client does not pay within 28 days of the date of the invoice (time to be of the essence) then:
4.2.1 The Client will pay interest at a rate of 4% above the base rate of Barclays Bank PLC per annum, calculated daily, as well as reasonable storage charges being in any event not less than £30.00 per calendar month, as well as transport to and from the storage facility being in any event not less than £80 per journey and;
4.2.2 The Company shall be entitled until payment of all sums due to the Company to exercise a lien over any other Object belonging to the Client which is for the time being in the Company’s possession or power.
4.3 Without prejudice to the generality of Conditions 4.1 and 4.2 above the Company reserves the right where the likely costs of the Work exceeds or is estimated to exceed £1,000 (exclusive of VAT) to require stage payments from the Client on completion of £1,000worth of Work.
4.4 Unpaid goods: if payment is not received within 28 days and is then not received after 2 further written requests for payment, the Company may sell the Object to recover costs including the cost invoiced for the Work, any interest, transport and storage charges, and any other costs incurred. Any balance will be returned to the Client.
5.1 Delivery of the Object on completion of the Work shall be made by the Client collecting the Object from the Company’s premises or by the Company arranging delivery to the Client at any time after the Client has paid the Company’s invoice (plus any storage charges).
5.2 Any dates quoted for completion of the Work are approximate only and the Company shall not be liable for any delay in completion of the work howsoever caused. Time for completion shall not be of the essence unless previously agreed by the Company in writing. The Company may deliver the Object in advance of any estimated completion date.
5.3 If the Client is dissatisfied for any reason with the Work carried out by the Company the Client shall notify the Company of such dissatisfaction within seven days of delivery of the Object. Regardless of the merits of the Client’s claim the Company shall not in any circumstances be liable for any claim not notified within this period.
6. Damage to or Loss of the Object
6.1 All reasonable care will be given to the Object while in the custody of the Company, but the Company shall not be liable for any loss or damage to the Object, including any consequential loss, whilst the Object is in the Company’s possession or control or that of its duly appointed sub-contractors, unless such loss or damage is due to the negligence of the Company or its sub-contractors.
6.2 Without prejudice to the generality of clause 6.1 above, the Company shall not be liable for any damage to the Object as a result of any process applied or work done to the Object by the Company or its duly appointed sub-contractors, unless that damage is due to the negligence of the Company or its sub-contractors. There is always a degree of risk in dealing with delicate artworks and whilst the Company does its best to minimise that risk it cannot be avoided altogether.
6.3 The Company shall not be liable for any loss or damage to Objects sustained whilst in transit to or from the Company’s premises whether or not the Company is providing carriage.
6.4 In any event, and notwithstanding anything contained in these Conditions, the Company’s liability in contract, tort, (including negligence or breach of statutory duty) or otherwise, and whatever the cause thereof, arising by reason of or in connection with the Work (except in relation to death or personal injury caused by the wilful act or negligence of the Company or its employees or sub-contractors whilst acting in the course of their duties in connection with the Work) shall be limited to the sum of £25,000.
6.5 It is the Client’s responsibility to ensure that the Object is covered by the Client’s own insurance policy at all times, including whilst in transit and at the Company’s premises and, where relevant, at the premises of a sub-contractor. However, if specifically requested in writing the Company will cover the Object under its own policy, at cost to the Client, subject to an insurance value being provided by the Client and specified on the consignment note. The Company takes no responsibility for the valuation. If insurance is specifically requested and no insurance value is agreed, the Company’s insurance is limited to £25,000 for any one item, pair and/or set. The Company’s insurance is subject to the terms and conditions of its insurance policy, a copy of which is available on request.
6.6 Subject as expressly provided in these Conditions all warranties conditions or other terms implied by statute or Common Law are excluded to the fullest extent permitted by law.
6.7 Nothing in these Conditions shall affect statutory rights of a consumer
6.8 These Conditions shall prevail over any other terms whether express, implied or otherwise.
7. Insolvency of the Client
7.1 If the Client, being a company, ceases or threatens to cease to carry on business or is found to be insolvent, or being an individual, enters into bankruptcy, then without prejudice to any other remedy available to the Company the Company may cancel the contract and suspend any further Work without liability to the Company. If the Work has not been completed then despite any previous arrangement to the contrary the Client shall pay for the work done up to the date of cancellation on a quantum merit basis.
7.2 The provision of clause 7 above shall also apply where the Company reasonably believes that any of the events mentioned in clause 7.1 is about to occur and so notifies the Client.
8.1 Any notice required to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its 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.
8.2 No waiver by the Company of any breach of the contract by the Client shall be construed as a waiver of any subsequent breach of the same or any other provision.
8.3 If any provisions of these Conditions is held by any authority to be invalid or unenforceable in whole or part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
8.4 Any dispute arising under or in connection with these Conditions or the work done by the Company shall be referred to the arbitration of a single arbitrator under the provision of the Arbitration Acts currently in force.
8.5 This contract shall be governed by the Laws of England.
8.6 All persons collecting objects from the Company shall present written authorisation from the Client authorising such collection. The Company shall not be liable to the Client in respect of the collection of an Object by person unauthorised to collect such Object.
8.7 Certain legislation and regulations specifically apply to the Object and in particular the ‘Dealing in Cultural Objects (Offences) Act 2003’ (‘Act’) and directions issued by HM Customs and Excise. It is the Client’s responsibility to ensure that it is fully aware of the provisions and implications of all such relevant legislation, regulations and directions.
8.8 It is the Client’s sole responsibility to ensure that the Object does not infringe the Act and all other applicable legislation and regulations.
8.9 The Company reserves the right in its absolute discretion to refuse to undertake Work or accept delivery of any Object which it suspects as being a ‘tainted cultural object’ within the meaning of the Act.
8.10 The Company will not accept any liability whatsoever if it is determined by the relevant authority that an Object is tainted within the meaning of the Act.
9. Importation of Object
9.1 Where the Company has agreed to arrange carriage on behalf of the Client from outside of the UK or the Client itself has arranged for the Object to be imported to the UK, it is the Client’s sole responsibility to ensure that the Client’s VAT number (if any) is declared on the appropriate Customs form.
9.2 If the Client fails to comply with clause 9.1 and the Company in its absolute discretion determines that the incorrect VAT number has been used the Company reserve the right to refuse to accept delivery of the Object and may arrange for the Object to be returned to the despatch address and to recover the costs of such carriage from the Client. The Company shall not be liable for any costs, losses or expenses incurred as a result of enforcing its rights under this provision.
9.3 In the event that the VAT is chargeable to the Company as a result of the Client’s failure to comply with clause 9.1 the Client shall indemnify the Company against all loss, damage, costs and expenses incurred by or against the Company in connection with this clause.
10. Uncollected Objects
10.1 On completion of the Work the company will notify the Client by an invoice that the object is ready for collection or delivery.
10.2 Notwithstanding Condition 4.1 where the object remains uncollected or the Client fails to take delivery of the Object following notification under Condition 10.1 the Company may exercise its right as regards uncollected goods under the Torts (Interference With Goods) Act 1977 and proceed to sell the Object subject to providing notice of such in accordance with the said legislation. The Company will provide notice of its intention to sell the object.
10.3 The proceeds from the sale of the Object less any costs of the sale shall be payable to the Client. The Company is entitled to deduct from the proceeds of the sale of the Object such amount that has accrued and is owed to the Company for the Work, including any storage and transport charges.
11. Agreed documentation
11.1 A photographic record of the condition of the Object before, during and after treatment is made by the Company.
11.2 The Company retains the copyright in all reports, drawings, photographs or other forms of documentation made under or in relation to the Contract. Such reports, drawings or photographs may not be reproduced in whole or in part without the Company’s written consent which may or may not be given on such terms as the Company thinks fit or declined with or without reason.
11.2 The Company has the right to use these photos as it sees fit and publish them, including on its social media.
11.3 If the Client does not wish the Company to publish photographs of the Object, this must be conveyed to the Company in writing.
12. Photographs and Recordings
12.1 Visitors to the Company’s studio, including the Client, its agents or employees may not take any photographs or other recordings in the studio without the Company’s prior written consent. .
13.1 Where the Contract is cancelled by the Client prior to completion of the work specified in the Contract:
13.1.1 the Client shall be liable to pay to the Company the cost of any documentation and work already carried out and any additional costs already incurred by the Company; and
13.1.2 the Company shall be entitled to require payment of the cancellation fee equivalent to 20% of the estimated costs plus taxes as specified in the contract
13.2 The Company will not accept any liability for any damages, costs, claims and expenses which result from incomplete conservation treatment following cancellation or non-payment of money due from the Client.