Terms and Conditions

1. Interpretation

1.1. In these conditions,

“The Company” means Simon Gillespie Ltd, a company registered in England and Wales with company number 08176741 whose registered office address is Ground Floor, Block D Offley Works, 1 Pickle Mews, London, SW9 0FJ;

“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, such as the provision of a Condition Report;

“Condition Report” means a report prepared by the Company for the Client describing the condition of an Object;

“Conditions” means these Terms & 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 Estimate or whose order the Company accepts subject to these Conditions. Where the Client deals with the Company through an agent the Company shall be entitled to enforce these Conditions 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 has the Client’s full authority in all aspects in relation to this agreement;

“The Contract” shall comprise these Conditions and all written material including recommendations, proposals, quotes and other communication 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 the Work

2.1 The Company shall carry out the Work for the Client in accordance with the Company’s estimate subject to these Conditions, which shall apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 No variation to these Conditions shall be binding unless agreed in writing between the parties.

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. The Client shall co-operate with the Company in all matters relating to the Work, including providing the Company with such information and materials as the Company may reasonably require in order to carry out the Work, and ensure that such information is complete and accurate in all material respects.

2.6 The Client shall ensure that the description of the Object and any other information it provides to the Company for the formation of the Contract is complete and accurate. 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 provided that any performance dates specified in the Contract shall be estimates only and time shall not be of the essence for performance of the Work.

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 in writing in advance, 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 at all such time and as otherwise reasonably required by the Company; and inform the Company in writing in advance 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 The Client hereby warrants to the Company that the Client is the legal owner of the Object 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 Client shall be responsible for full payment to the Company in accordance with the Contract. If the Client is a disclosed or undisclosed agent for a principal then the existence of that arrangement shall not in any way relieve the Client of its obligations to make all such payment(s) to the Company as are required under the Contract on or before the relevant date(s) for payment.. If the Client as agent wishes to avoid such liability then the Company can contract direct with the principal.

2.13 The Company reserves the right to refuse any requests to carry out any Work without providing a reason for so doing.

2.14 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, pandemics or outbreaks, curtailment of transportation facilities preventing or delaying attendance the Company’s employees, or any other events beyond the reasonable control of the Company, including emergencies or non-emergencies.

2.15 Where the Work includes the provision of a Condition Report, that Condition Report is provided solely for the benefit of the Client and may not without our prior written consent be disclosed to or relied on by any other person, or used for any purpose other than the expression of our opinion as to the condition of the Object evaluated at the date of the Condition Report. No Condition Report shall serve as a guarantee for any commercial transaction, whether a purchase, sale, exchange of works or loan. In preparing each Condition Report, we express no opinion on the ownership or origin of the Object evaluated. A Condition Report shall in no away constitute a descriptive guarantee of authenticity or attribution.

2.16 The Company reserves the right to amend the scope of the Work set out in the Contract if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Work, and the Company shall notify the Client in any such event.

2.17 If the Company's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):

(a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Work until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Company's performance of any of its obligations;

(b) the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company's failure or delay to perform any of its obligations as set out in this Clause 2.17; and

(c) the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default.

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, or any other additional Work necessitated by a request from the Client;

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 in accordance with clause 2.17, 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 of the Work, estimated or actual, excludes value added tax and any delivery charges which the Client shall pay to the Company in addition to the price.

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 and specified in the Contract, or otherwise subsequently agreed between the Company and the Client, 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 or as a result of the act or omission 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 engaging the Company to carry out the Work, a downpayment equal to 50% of the estimated price of the Work shall be due by the Client to the Company and must be paid in full before any Work commences.

4.2 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 Company’s invoice. The Company will not release the Object back to the Client until the Client has paid the Company’s invoice in full.

4.3 If the Client does not pay within 28 days of the date of the invoice (time to be of the essence) then:

4.3.1 the Company shall charge the Client interest on the outstanding amount at a rate of 8% above the base rate of the Bank of England per annum, calculated daily, as well as reasonable storage charges (being in any event not less than £30.00 per calendar month per Object), as well as transport to and from the storage facility (being in any event not less than £80 per journey) and;

4.3.3 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding. Until all such amounts have been paid in full, the Company shall be entitled to exercise a lien over any other items belonging to the Client which is for the time being in the Company’s possession or control.

4.4 Without prejudice to the generality of Conditions 4.1, 4.2 and 4.3 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 £1,000 worth of Work. If such an invoice remains unpaid after 7 days without prejudice to other remedies the Company has the right to suspend further Work until payment has been made.

4.5 Unpaid accounts: if an invoice remains unpaid 28 days after the date of its issue, the Company reserves the right sell the Object and/or any other items belonging to the Client which is in the Company’s possession or control in order to recover the outstanding debt, together with any interest, transport and storage charges, and any other costs incurred and chargeable in accordance with the Contract. Any balance of the sales proceeds will be returned to the Client.

4.6 Without prejudice to the preceding provisions of this clause 4 or the Company’s right to claim costs under the Late Payment of Commercial Debts (Interest) Act 1998, if for any reason any payment is not made when due the Company reserves the right to be paid on an indemnity basis for any costs reasonably and properly incurred in recovering any money due from the Client under the Contract (and the costs of recovering such costs) including administrative costs and any costs incurred with lawyers or debt collection agencies. The Company’s administrative costs shall include a reasonable amount to cover the cost of employing the staff concerned and the overheads attributable to them for the time spent in dealing with the Client’s non-payment. In calculating administrative costs credit will be given for any compensation due under the Late Payment of Commercial Debts (Interest) Act 1998.

5. Delivery

5.1 On completion of the Work (Completion) of upon termination of the Contract, delivery of the Object back to the Client shall be effected by the Client collecting the Object from the Company’s premises at any time after the Client has paid the Company’s invoice (together with any additional storage charges payable in accordance with these Conditions).

5.2 Any dates quoted for Completion are approximate only and the Company shall not be liable for any delay in Completion 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 date for Completion.

5.3 All persons collecting Objects from the Company shall present written authorisation from the Client authorising such collection [together with a proof of identity bearing the same name as stated in the Client’s authorisation]. The Company shall not be liable to the Client in respect of the collection of an Object by a person unauthorised to collect the Object.

5.4 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 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 subcontractors. 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 Save in respect of any liabilities which cannot legally be limited), the following types of loss are wholly excluded and the Company shall have no liability to the Client in respect of the same:

(a) loss of profits.

(b) loss of sales or business.

(d) loss of anticipated savings.

(e) loss of or damage to goodwill; and

(f) indirect or consequential loss.

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 Object (whether comprised of a single item, pair 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 the statutory rights of a consumer.

6.8 Nothing in this Clause 6 shall limit the Client's payment obligations under the Contract.

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 terminate the Contract and suspend any further Work without liability to the Client. If the Work has not been completed then notwithstanding 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. Termination

8.1 The Contract shall terminate automatically upon Completion.

8.2 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 4 weeks written notice.

8.3 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 28 days of that party being notified in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction];

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

8.4 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment

8.5 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if:

(a) the Customer fails to pay any amount due under the Contract on the due date for payment;

(b) the Customer becomes subject to any of the events listed in Clause 8.3 (b) or (c), or the Supplier reasonably believes that the Customer is about to become subject to any of them; and

(c) the Supplier reasonably believes that the Customer is about to become subject to any of the events listed in Clause 8.3(b).

8.6 On termination of the Contract:

(a) the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Work undertaken (or other applicable charges arising) but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;

(b) the Company shall be entitled to require payment of the cancellation fee equivalent to 20% of the Estimate costs plus VAT;

(c) subject to payment in accordance with sub-clauses (a) & (b) above, the Company shall deliver the Object back to the Customer in accordance with clause 5.1; and

(d) the Company will not accept any liability for any damages, costs, claims and expenses which result from incomplete conservation treatment following termination or non-payment of money due from the Client.

8.7 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

8.8 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

9. General

9.1 Any notice required to be given by either party to the other under these Conditions shall be in writing, in the English language and addressed to that other party at its principal address as stated in the Estimate (in the case of the Client), these Conditions (in the case of the Company) or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Any notice shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.

9.2 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. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

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

9.4 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.

9.5 This contract shall be governed by the Laws of England & Wales.

9.6 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

9.7 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 sole responsibility to ensure that:

(a) they are fully aware of the provisions and implications of all such relevant legislation, regulations and directions; and

(b) the Object does not infringe the Act and all other applicable legislation and regulations.

9.8 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.

9.9 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.

10. Importation of Object

10.1 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.

10.2 If the Client fails to comply with clause 10.1 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.

10.3 In the event that the VAT is chargeable to the Company as a result of the Client’s failure to comply with clause 10.1 the Client shall indemnify the Company against all loss, damage, costs and expenses incurred by or against the Company in connection with this clause.

11. Uncollected Objects

11.1 On completion of the Work, or if for any reason no Work is to be carried out on the Object, the Company will take reasonable steps to notify the Client that the Object is ready for collection or delivery. Following such notification, within 4 weeks the Client must agree a date with the Company for collection or delivery. If not so collected, the Company shall be entitled to charge £30 per day (+VAT) and any other actual storage costs, as storage charge until collection.

11.2 Notwithstanding Condition 4.1 and 4.2 where the Object remains uncollected or the Client fails to take delivery of the Object within three months of notification that the Object is ready for collection/delivery, the Company shall send a notice to the address originally provided to the Company by the Client, stating its intention to sell or otherwise dispose of the Object. If the Client fails to collect or take delivery of the Object thereafter, the Company may exercise its right under the Torts (Interference With Goods) Act 1977 and proceed to sell or otherwise dispose of the Object.

11.3 The proceeds from the sale of the Object less any costs of the sale (including the Company’s reasonable and properly incurred costs (as the same are described in clause 4.6 above) in arranging the same) 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.

12. Agreed documentation

12.1 A photographic record of the condition of the Object before, during and after treatment shall be taken and retained by the Company. The Client shall be deemed to agree that the Company shall have the right to use all photos so taken as it sees fit for its marketing purposes, including the right to publish them on its social media accounts and elsewhere. If the Client does not wish the Company to publish photographs of the Object, this must be conveyed to the Company in writing.

12.2 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.

13. Photographs and Recordings

13.1 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.