artgo Ltd Terms & Conditions
APPLICATION OF CONDITIONS
- 1.1 The following conditions shall, unless otherwise agreed in writing by Artgo, apply to all contracts, whether written or oral, entered into by Artgo with any customer. Each Condition shall be a separate and severable Condition and shall be deemed to be a Condition of each Contract. In the event that any of these Conditions is unenforceable, the remaining Conditions shall remain in force. Artgo does not contract as a common carrier.
- 2.1 Artgo will provide its services with reasonable skill and care. In the absence of written instruction to Artgo provided by the customer in advance, no particular precautions nor any special treatment (other than that already required for fine art handling) need be taken or provided for the Goods by ARTGO or its subcontractors.
- 2.2 Artgo’s duty is to the Customer only and not to any third party. Any advice given is for the Customer only and cannot be relied on by any other party.
THE CUSTOMERS OBLIGATIONS & WARRANTIES
- 3.1 The Customer represents, warrants and undertakes that It is either the owner of the Goods, or is authorised by the owner to accept these Conditions on the owner’s behalf.
- 3.2 The Goods shall be presented to the Artgo securely and properly packed, and that will remain in a condition to be safely handled, stored and/or carried so as not to cause injury, damage, contamination or deterioration (or the possibility of them) to any person, premises, property, the environment, drains or watercourses, equipment or to any other items in any way.
- 3.3 The Customer shall insure the Goods during transportation and while in storage and, save as otherwise provided in these Conditions, Artgo shall be under no liability to the Customer for loss or damage to the Goods during transportation or while in storage, howsoever such loss or damage arises.
- 3.4 You will make full payment for and are liable in respect of all duties, customs charges, taxes, imports, levies, dues, deposits or outlays of any kind whatsoever in connection with the Goods and the Services
- 4.1 Unless it states otherwise in writing, where Artgo provides customs services it operates as the Customer’s agent in dealing, or engaging others to deal with the Goods.
- 4.2 For the purposes of the Customs declarations and authorisation management and other matters relating to tax, customs or duties, Artgo acts as the direct representative of the Customer unless otherwise agreed in writing. You authorise Artgo to delegate tasks to a sub-agent to act on your behalf in your name as a direct representative.
- 4.3 Artgo (or the sub-agent) shall complete the declaration using the information provided by you and in accordance with your instructions and you warrant that such information and instructions are accurate and complete.
- 4.4 If Artgo or the sub-agent arranges payment of any customs, taxes, or duties in connection with the Goods you shall pay to us as a debt the amount of such liability no later than 30 days after the date of our invoice.
- 4.5 For the purposes of any declarations concerning customs, taxes, duties, consular or other purposes, you remain solely responsible for ensuring that you meet all of your legal obligations, including (without limitation) the obligation to pay any customs, taxes, or duties.
INSURANCE & LIABILITY
- 5.1 Unless agreed in writing, Artgo does not insure the Goods and the Customer shall make arrangements to cover the Goods against all insurable risks to their full insurable value (including all duties and taxes).
- 5.2 In no case shall Artgo be liable for any lost profit, income or savings, wasted expenditure, liquidated damages, or indirect or consequential loss suffered by anyone.
5.3 Our liability whether in contract, bailment, tort (including negligence or breach of statutory duty) or otherwise howsoever arising shall be limited to the following maximum limits:
- (a) in the event of loss of, damage to, delayed delivery of or any other loss or damage arising from any one individual item, a maximum of £3,000 in respect of all such loss or damage;
- (b) in the event of loss of, damage to delayed delivery of or any other loss or damage arising from more than one individual item a total maximum of £6,000 in respect of all such loss or damage where such loss, damage or delayed delivery was caused or arose out of the same (or substantially the same) event or occurrence.
- 5.4 For the avoidance of doubt, this limit is applicable to all Goods delivered to us by you or on your behalf and/or in respect of which we are providing Services, irrespective of whether such Goods were delivered to us pursuant to more than one Contract.
- 5.5 If we do become liable to pay compensation or damages, whether in contract, bailment, tort (including negligence or breach of statutory duty), and whether under the provisions of these Conditions or howsoever, in respect of any loss or damage arising from or in connection with this Contract and/or the Services (including loss of or damage to the Goods, losses arising from any non-delivery, mis-delivery, or delay or any other form of loss or damage), and such compensation or damages are calculable by reference to the value of the Goods, such value shall not exceed the market value of the Goods at the place and at the time we received them.
- 5.6 In no circumstances shall we be liable for any loss or damage arising from any advice or representations provided by us in connection with this Contract and/or the Services, save insofar as we have expressly accepted liability for the same in writing.
- 5.7 You shall have no claim for innocent or negligent misrepresentation or misstatement in relation to any statement in these Conditions or the Estimate.
- 6.1 If you are not a Consumer you agree to indemnify and hold us harmless against all loss, damage, costs (including legal costs) and claims (including third party claims) that we may incur arising out of or in connection with any breach by you or your servants or agents of your warranties in these terms and/or arising out of or in connection with our compliance with your instructions. This indemnity is without prejudice to any other rights we may have.
- 6.2 If you are not a Consumer you agree to indemnify us against all loss, damage, costs (including legal costs) in excess of £3000 in respect of any individual item or £6000 in aggregate, which we may incur arising out or in connection with any claims or demands made by the Owner(s) (if you are not the Owner(s) or any third party in relation to the Goods or the Services agreed by us under these Conditions, including any associated costs to us.
- 6.3 You agree to indemnify and hold us harmless against any customs, duties, or taxes that we may become liable to pay as a result of acting as your direct or indirect representative in accordance with Condition 4.2. This indemnity is without prejudice to any other rights we may have.
TRANSPORTATION OF ART
- 7.1 In the case of transportation the Artgo’s responsibility for the Goods starts when loading on the vehicle is complete and ends when the Goods are tendered for unloading.
- 7.2 In the case of forwarding, Artgo’s responsibility is only to engage or propose apparently competent contractors and to give them adequate instructions in relation to the Goods; and in this case, or where the contract is for advice, it is not responsible for the Goods themselves.
- 7.3 You may cancel or postpone a delivery or collection by notifying us in writing. If you notify us less than seven days before the agreed date for those services you shall pay us a cancellation fee to cover any costs we have already incurred at the point you notify us and the value of any resources that we have allocated to provide the services at the agreed time and which we are unable to allocated to an alternative job. You shall pay this fee no later than 30 days after the date of our invoice
STORAGE OF ART
- 8.1 In the case of storage it starts when they are accepted into store and ends when they are tendered by Artgo or its subcontractors for collection, or Artgo becomes aware of the grounds for their removal.
- 8.2 Where Artgo provides storage and carriage, this will include the period whilst they are transferred from its vehicle into its store and vice versa.
- 8.3 Unless otherwise agreed the Customer will be responsible for instructing Artgo on the order of stock removals in writing.
- 9.1 Artgo shall be relieved of its obligations to the extent that their performance is prevented or delayed by, or their non-performance results wholly or partly from, the act or omission of the Customer or anyone acting on its behalf or with its authority or an Interested Party or by force majeure.
9.2 You agree that under no circumstances will Artgo be liable for any loss, damage or delay arising from;
- a. Act of God including flood, storm or any other uncontrollable natural forces
- b. Fire and explosions, whether started deliberately or accidently (unless involving complicity by ourselves or our servant acting in the course of employment)
- c. Civil disturbance, governmental, regulatory or quasi-governmental action including terrorism
- d. Compliance with any acts, regulations, bye laws, orders or restrictions of government or authority (public or local) or any capture, seizure, arrest, restraint, detainment or quarantine restrictions imposed by any government or such authority
- e. Unavailability of premises, equipment or labour
- f. Any other cause beyond the reasonable control of Artgo.
- g. Theft (unless involving complicity by ourselves or our servant acting in the course of employment)
- h. Fire, whether started deliberately or accidentally (unless caused deliberately by ourselves or that of our servant whilst acting in the course of employment)
- i. Strikes, lockouts, or other industrial action;
- j. Any inherent or latent defect or quality of the Goods or natural deterioration or damage arising from any inadequate packing of the Goods such as moth, insect, leakage, humidity
- k. Attempts by us or our agents to save life or property in the event of an emergency (such as under the principle known as “General Average”).
CHARGES, PAYMENTS AND LIEN
- 10.1 Artgo’s charges may be increased by prior notice to the Customer. The notice shall be at least 21 days. If the Customer does not agree to the increase it shall notify Artgo in writing and will remove the Goods within 21 days after receipt of Artgo’s notice. If the Goods are not so removed then the increased charges will apply from expiry of Artgo’s notice. Artgo has the right to charge for storage of the Goods for so long as it has custody of or is responsible for them.
- 10.2 The Customer will pay demurrage or waiting time at Artgo’s standard rate (or a reasonable rate set by Artgo if there is no standard rate) if the vehicle used by or on behalf of Artgo to deliver the Goods is delayed for more than 60 minutes beyond the time reasonably needed for loading or unloading; and demurrage and storage charges if delivery is refused.
- 11.1 We reserve the right to require payment in advance of the provision of any Services. Unless otherwise agreed in writing by us, you agree to pay our charges within 30 days of the date of any invoice.
- 11.2 Interest shall be paid on money overdue to Artgo at the Bank of England base ate plus 1.5% for each calendar month during all or part of which it is overdue.
- 11.3 You shall pay any sums due to us without deduction, set-off, or counter-claim.
- 11.4 Artgo shall have a general and particular lien on the Goods as security for payment of all debts due from the customer.
- 11.5 Where a lien secures sums payable to or claimed by Artgo, it shall continue to apply to Goods to cover those sums notwithstanding any transfer of ownership of Goods, or change of customer. Storage shall be charged for any Goods detained under lien or where Artgo is required by any competent authority to retain them.
- 11.6 Where we sell the Goods under these Conditions, we may apply the proceeds of sale towards of all debts due by you including the costs incidental to the lien and sale. After making these deductions we shall pay the balance of the sale proceeds to you without interest. Any outstanding debts still not recovered shall remain payable by you. Save for accounting without interest to you for any balance, we shall, upon sale, be released from all liabilities whatsoever in relation to the Goods and the Services.
DATA & CONFIDENTIALITY
- 12.1 Each party will observe its obligations under the General Data Protection Regulation and other applicable data protection legislation including the Data Protection Act 2018.
- 12.2 Unless otherwise agreed in writing Artgo will be a data processor and the Customer will be the data controller of personal data relating to or supplied by the Customer or consignees of the Goods.
- 12.3 Artgo will process personal data in accordance with the Customer’s instructions. Artgo may use data supplied by or on behalf of the Customer for purposes appropriate to the performance of Artgo’s obligations, the exercise of the Artgo’s rights or for business planning by Artgo. Artgo may share data with a Subcontractor for the provision of Artgo’s services to the Customer, and with any government authority where appropriate.
- 12.4 Subject to the provisions of this clause and applicable legislation, Artgo and the Customer shall each keep confidential information or data supplied by or on behalf of the other which is expressed to be confidential or which is of such a nature that it should clearly be regarded as confidential by a reasonable person.
- 13.1 No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, Artgo.
- 13.2 Any request must be made to us in writing and agreed by us prior to the formation of the Contract, failing which there shall be no variation. Upon receipt of such a request, we will have an absolute discretion as to whether to agree and if so, upon what terms and at what additional price. These Conditions can only be waived or varied upon the written confirmation by one of our Company Directors, making express reference to this Condition.
14.1 Without prejudice to any other right or remedy which Artgo may have, including to compensation, Artgo may terminate the Contract and/or any other contract which it has with the Customer immediately by giving notice in writing to the Customer if:
- A. the Customer commits a material breach of Contract and such breach is not remediable;
- B. the Customer commits a material breach of the Contract which is capable of being remedied and such breach is not remedied within 14 days of receiving written notice of such breach;
- C. the Customer has a bankruptcy order made against them, or stops or intends to stop carrying on all or a significant part of its business, is unable to pay its debts, becomes the subject of a company voluntary arrangement under the Insolvency Act 1986, has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income, has a resolution passed for its winding up, has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it, passes any board resolution authorising any steps to be taken to enter into an insolvency process, is subject to any procedure for the taking control of its Goods that is not withdrawn or discharged within 7 days of that procedure being commenced, has a freezing order made against it, is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items, or is subject to any events or circumstances analogous to those above events in any jurisdiction.
- 15.1 The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.
15.2 The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedures:
- A. within 7 (seven) days of service of the notice, the contract managers of the parties shall meet to discuss the dispute and attempt to resolve it.
- B. if the dispute has not been resolved within 7 (seven) days of the first meeting of the contract managers, then the matter shall be referred to the managing director (or persons of equivalent seniority). The managing directors shall meet within 7 (seven) days to discuss the dispute and attempt to resolve it.
- 15.3 If the dispute has not been resolved within 14 (fourteen) days of the first meeting of the managing directors)then the matter may be referred to mediation in accordance with the London Court of International Arbitration Mediation Rules.
LAW & JURIDICTION
- 16.1 The Conditions shall be governed by and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English courts.
In these Standard Trading Conditions (“these Conditions”):
“Consignee” means any company or other entity to whom we agree with you to deliver the Goods as part of the Services.
“Customer” means the party requesting the services and/or items under the contract (and if different, also the person to whom they are supplied).
“Contract” means the Contract which we enter into with you for the provision of the Services. The formation of the Contract is deemed to be concluded (i) by your acceptance of our Estimate, or (ii) if no Estimate is issued, at the time you instruct us to provide the services we have offered to provide.
“Estimate” means our estimate setting out the scope of the Services, the price(s) and any special terms we offer for the performance of the Services. All Estimates are deemed to include these Conditions.
“Force Majeure Event” means any of the circumstances listed in Condition 9.2
“Goods” means the property or Goods, including all individual items or components thereof (“Individual Items”), and including packaging if provided by you, in respect of which we are to provide the Services.
“Owner(s)” means the person or persons who is / are the legal and / or beneficial owner(s) of the Goods.
“Services” means all services we agree to provide to you, including packing, handling, warehousing, storage, transportation and import or export services.
“Site” means the place of collection or delivery or installation or de-installation of Goods.
“Artgo” means Artgo Limited, a company incorporated in England with company registration number 11169290, whose registered address is 54 St. Marys Lane, Upminster, United Kingdom, RM14 2QP, or any associated company, including our servants or agents unless otherwise indicated.
“you” means the individual, company or entity who contracts for the services.