Terms and Conditions of “Opus Art Gallery” for the loan and sale of art to individuals and businesses, located at Keulsekade 189
3534AC at Utrecht (Holland).
Hereinafter also referred to as EO and lessor c.q. seller26 May 2023
Article 1 General
1.1 In these Terms and Conditions, the following definitions shall apply:
1.1.a EO; the lessor or seller.
1.1.b Customer: the (potential) customer of business and/or services of EO, this can be either a private person or a legal entity.
1.1.c Agreement: The agreement as described in Article 2.5. Terms and Conditions.
1.2 Unless expressly agreed otherwise in writing, these general terms and conditions shall apply to all loan and sale agreements whereby works of art are loaned and/or sold by EO to the customer under the terms and conditions below.
1.3 If any provision(s) of these General Terms and Conditions is/are null and void or destroyed, the remaining provisions of these General Terms and Conditions shall remain in full force and effect. EO and the customer will then consult to agree on (a) new provision(s) to replace the void or voided provision(s), taking into account as much as possible the purpose and intent of the void or voided provision(s).
Article 2 Offers and Agreements.
2.1 All that EO offers for loan and/or purchase of works is an invitation to the customer to make an offer. An agreement is only established after the customer has made an offer and EO has accepted it.
2.2 In the case of lending, EO is the party with whom the agreement will be entered into.
2.3 The agreement between EO and the customer is established by the customer placing an order orally, by email, by letter or by telephone and this order is accepted by EO in accordance with article 2.1 of these General Terms and Conditions. The customer will receive an order confirmation from EO with the details of the order. Ordering can be done by phone, fax or e-mail through the website.
2.4 In many cases, the invoice will also serve as an order confirmation. The order confirmation/invoice shall include at least the following information:
The name of the artwork, or if this is not known a further description of the artwork.
The name of the artist who created the work, except if not known.
Whether it is lending or selling.
The price or lending rate.
The e-mail address and/or phone number where the customer can turn to with questions regarding the order
2.5 The agreement contains all agreements made between the customer and EO and supersedes all previously made agreements, arrangements and/or understandings between the customer and EO.
2.6 EO’s records shall constitute proof of orders issued and payments made by the customer and EO, as well as deliveries made by EO, subject to proof to the contrary. EO recognizes that electronic communications can be used as evidence. By accepting the terms and conditions, the customer also acknowledges this.
2.7 If the customer and EO agree that the customer will purchase other services from EO, these arrangements will be arranged through a separate agreement. Also, if it is decided by both parties to deviate from the general terms and conditions, this will be arranged through a separate agreement in writing or via e-mail.
Article 3 Prices/rates and payment
3.1 All prices for the goods offered are in euros and include sales tax (VAT) and other government levies exclusive of handling and shipping or delivery costs, unless otherwise stated or agreed in writing.
3.2 All invoices shall be paid by the customer without recourse to discount and/or set-off and/or suspensions no later than the fourteenth day after date of invoice, unless otherwise agreed in writing, except for the rental of the first loan period. It must be paid in advance.
3.3 If a payment term is exceeded by the customer, the total outstanding invoice amount is immediately due and payable. In that case, the customer is also immediately and by operation of law in default and is liable to pay default interest of 1% per month on the outstanding amount from the invoice date, with part of a month counting as a whole month.
3.4 If, even after sending a reminder, the customer has not paid, not paid in full or not paid before the payment deadline set in the reminder, EO shall be entitled to charge the customer its extrajudicial (collection) costs, which shall amount to 15% of the outstanding amount. In the event of proceedings, the customer is also obliged to pay the actual legal costs incurred by EO, even to the extent that these exceed an order to pay the legal costs in accordance with the customary rates therefor. 3.5 If the customer fails to comply with what has been agreed regarding payment, EO shall be entitled to terminate the agreement extrajudicially with immediate effect or to suspend its obligations.
Article 4 Delivery/delivery terms/advertising
4.1 Deliveries shall take place within the Netherlands, unless otherwise agreed. 4.2 The delivery time is normally a maximum of twenty (20) working days from receipt of payment or order confirmation (for companies), unless otherwise indicated on EO’s website. Delivery times are indicative and not deadlines.
4.3 The delivery period of the artwork shall not exceed thirty (30) working days or so much shorter as stipulated in the agreement between the customer and EO.
4.4 If the artwork is not delivered no later than the thirtieth day after payment of the invoice, for whatever reason, the customer has the authority to terminate the agreement provided the termination is made in writing via fax or e-mail. If the customer exercises that right, EO undertakes to refund to the customer the amount already paid by the customer within fourteen days of receipt of the written notification,which payment shall then be made in exchange for final discharge by both parties.
4.5 In general, works by different artists will be delivered in different shipments. Works by the same artist may also be brought in multiple shipments.
4.6 Upon receipt, the customer shall thoroughly inspect the work for errors and visible defects and report them to EO within 48 hours, failing which the customer shall be deemed to have received the work in good condition. Upon receipt of the artwork, the customer signs a receipt statement, which records the artwork.
4.7 Any delivery shall be at the 1st threshold of the customer’s home or business.
Article 5 Force majeure and/or special circumstances
5.1 EO is not obliged to fulfill any obligation to the customer if it is prevented from doing so as a result of a circumstance, which is not due to its fault, nor for its account under the law, legal act or generally accepted practice.
5.2 Circumstances within the meaning of Article 5.1 shall in any case be understood to include: a business failure, a failure in the supply of energy or materials, transport delays, a strike and the failure of suppliers to deliver or to deliver on time and obstructive government measures. 5.3 In the event of force majeure, EO shall be entitled to suspend its obligations or to rescind the agreement in whole or in part without any obligation to pay damages, on the understanding that after an initial decision to suspend may still be rescinded in whole or in part.
Article 6 Loan of works of art
6.1 Unless otherwise agreed in writing, the loan period of an artwork is 1 year.
6.2 Unless otherwise agreed in writing, the customer has the right to purchase the artworks during the loan period.
6.3 The works of art are lent by EO only after the customer has read and agreed to the Terms and Conditions.
6.4. The customer must identify himself to EO with a valid Dutch identity proof.
6.4 The customer should treat the artworks with care during the loan period. Artworks should not be placed in the direct vicinity of a heat source or humid place and should be protected as much as possible from direct sunlight, as well as attached via a proper hanging system.
6.5 It is forbidden to reproduce the works of art (or have them reproduced), to exhibit them elsewhere or to lend them to third parties.
6.6 In case of damage, loss or loss of works of art, the customer is obliged to inform EO immediately in writing. It is not permitted to carry out repairs yourself or have them carried out. The customer shall be liable for all damage to the work occurring during the period beginning when the customer takes possession of the work and ending when the work is returned to EO.
6.7 Before returning the artwork, the customer should check that it is still in good condition. If this is not the case, the customer should contact EO and report this in writing in accordance with Article 6.6.
Article 7 Sale of works of art
7.1 After the customer has received the artwork he/she ordered, the customer has the authority to terminate the underlying agreement with EO within ten (10) business days of receiving this artwork. The customer does not need to provide a reason for this.
7.2 If the customer wishes to dissolve the agreement pursuant to article 7.1 of these terms and conditions, the customer must notify EO in writing (via e-mail, letter or fax). The customer must return the artwork to EO in further consultation with EO at a time to be determined.
7.3 If the customer has already made any payments at the time the customer enters into the agreement with EO pursuant to Article 7.1. and 7.2 of these Terms and Conditions, EO will refund such payments to the customer within fourteen (14) business days after EO receives the artwork returned by the customer, deducting any transportation costs incurred.
7.4 EO reserves the right to refuse returned artwork or to credit only a portion of the amount already paid if it is suspected that the artwork has been damaged by the customer’s fault (other than EO’s). The customer is liable for the damages incurred during the period when he had them. EO shall have the right to have the damage repaired at the customer’s expense and shall be entitled to offset such damage against the amount deposited by the customer on the understanding that recovery of the damage shall not be limited thereto.
7.5 If a work of art is returned that, in EO’s opinion, has sustained damage attributable to an act or omission by the customer or is otherwise at the customer’s risk, EO will notify the customer in writing (via fax, letter or e-mail). EO has the right to deduct from the amount to be refunded to the customer the decrease in value of the artwork due to this damage.
7.6 EO gives no warranty on the works of art sold through it.
Article 8 Intellectual and industrial property rights
8.1 The customer shall fully and unconditionally respect all intellectual and industrial property rights vested in the items delivered by EO.
8.2 EO does not guarantee that the items delivered to the customer do not infringe any intellectual and/or industrial property right of third parties and does not accept any liability in case of any claim by third parties based on the assertion that an item delivered by EO infringes any right of a third party.
Article 8A Retention of title (at sale).
8A.1 EO reserves ownership of the works of art delivered or to be delivered to the customer under the agreement until the agreed price with respect to these works of art, as well as the claims due to the customer’s failure to fulfill the agreement, have been paid in full.
8A.2 All costs of return, storage and sale of the returned artworks shall be borne by the customer.
Article 9 Orders/ communication
9.1 EO is in no way liable for misunderstandings, damage, delays or unclear transmission of orders and communications resulting from the use of the Internet or any other means of communication in the traffic between the customer and EO, or between EO and third parties, insofar as it relates to the relationship between the customer and EO.
Article 10 Complaints
10.1 All complaints related to the delivery, quality, quality of the artwork or any other complaint, will be taken seriously by EO.
10.2 The customer must make a complaint in writing, by email or orally to EO (see further in Article 12 of these terms and conditions).
10.3 EO will attempt to resolve the complaint as soon as possible. EO will notify the customer in writing (via fax, letter or e-mail).
Article 11 Personal Data
11.1 Personal data entered by the customer will be included in a file. This data will be used to fulfill the customer’s order.
11.2 Unless the customer has indicated that the customer does not appreciate this, the customer’s data will be included in a central file of EO. This data will be used to keep the customer fully up-to-date regarding EO’s business and services. The processing of customer data will be done in accordance with applicable laws and regulations.
11.3 The customer may, if he/she so desires, obtain access to the data recorded by EO about the customer’s person in EO’s file. The customer is entitled to demand change of the data, if the data is not correct.
Article 12 Department Support of EO
12.1 All correspondence based on these Terms and Conditions shall be with EO. Industry Road 16a, e-mail: firstname.lastname@example.org
12.2 EO is registered under number 72988223 with the Utrecht Chamber of Commerce.
Article 13 Miscellaneous
13.1 If the customer provides EO with an address in writing, EO shall be entitled to ship all orders to that address until the customer provides EO with a new address.
13.2 If deviations from these General Terms and Conditions are allowed by EO for a short or longer period of time, tacitly or otherwise, this does not affect its right to still demand direct and strict compliance with the General Terms and Conditions. The customer can never assert any rights based on the fact that EO applies these General Terms and Conditions leniently.
13.3 EO is authorized to use third parties in the execution of the customer’s order(s).
Article 14 Applicable law and dispute resolution
14.1 Dutch law shall apply to all offers, orders and agreements of EO.
14.2 Disputes between EO and the customer will only be submitted to the competent Dutch court in Utrecht, the Netherlands, except insofar as otherwise may arise from article 108 paragraph 2 Rv.
VAT number NL002007768B97
Rabo bank NL37RABO9334480221