Terms & Conditions
1.1 These Terms and Conditions govern your relationship with "Modern Art Gallery" and apply to all quotations, offers, orders and contracts for sale of Goods. Please ensure that you read these Terms and Conditions carefully, and check that the details on any quotation, offer, order or contract and in these Terms and Conditions are complete and accurate. If you think that there is a mistake, please contact Modern Art Gallery to discuss, and please make sure that you ask us to confirm any changes in writing to avoid any confusion.
1.2 In these Terms and Conditions, unless stated otherwise:
Buyer - means the purchaser of the Goods from Modern Art Gallery;
Modern Art Gallery - means the company selling the Goods being a trading name of Modern Art Gallery
Goods - means the items to be sold to the Buyer by Modern Art Gallery, either all or part of them as set out in the written invoice issued by Modern Art Gallery;
Terms and Conditions - means the terms and conditions set out in this document.
1.3 The Terms and Conditions constitute the entire understanding of the parties and supersede all prior discussions, negotiations, agreements and understandings, whether oral or written.
1.4 No change or modification of the Terms and Conditions (including change orders) is valid unless it is IN WRITING AND SIGNED BY ALL THE PARTIES.
1.5 If any part of the Terms and Conditions is held invalid, unenforceable or void by a court of competent jurisdiction, the Terms and Conditions are considered divisible as to such part, and the remainder of the Terms and Conditions are valid and binding as though such part was not included in the Terms and Conditions to the fullest extent permitted by law.
1.6 The Terms and Conditions are governed by the laws of India (without regard to the laws that might be applicable under principles of conflicts of law) as to all matters, including, but not limited to, matters of validity, construction, effect and performance and both parties agree to the exclusive jurisdiction of the Indian courts.
1.7 The Terms and Conditions may be executed in two or more parts, each of which shall be deemed an original but all of which together shall be one and the same instrument.
1.8 Nothing in these Terms and Conditions affects the statutory rights of any consumer.
1.9 If Modern Art Gallery fails, at any time while these Terms and Conditions are in force, to insist that the Buyer performs any of its obligations under these Terms and Conditions, or if Modern Art Gallery does not exercise any of its rights or remedies under these Terms and Conditions, that will not mean that Modern Art Gallery has waived such rights or remedies and will not mean that the Buyer does not have to comply with those obligations. If Modern Art Gallery does waive a default by the Buyer, that will not mean that it will automatically waive any subsequent default by the Buyer. No waiver by Modern Art Gallery of any of these Terms and Conditions shall be effective unless it expressly says that it is a waiver and it tells the Buyer so in writing.
2.1 Any offer or acceptance of a quotation made by the Buyer will be deemed an offer to purchase the Goods governed by these Terms and Conditions.
2.2 No offer or acceptance of a quotation will be deemed a binding agreement of sale until confirmation with a written invoice has been issued by Modern Art Gallery. Upon confirmation, these Terms and Conditions (as they may be amended by Modern Art Gallery from time to time) form a binding agreement between the Buyer and Modern Art Gallery.
2.3 Any Goods or services not confirmed by written invoice issued by Modern Art Gallery are deemed additional work and must be agreed in writing signed by both parties. These Terms and Conditions are applicable to any additional work or additional sales to the Buyer by Modern Art Gallery.
3. Purchase Price and Payment Methods
3.1 The purchase price shall be the price offered by Modern Art Gallery and confirmed to the Buyer by written invoice issued by Modern Art Gallery.
3.2 The purchase price includes the cost of packaging, delivery, VAT, sale, use, excise or similar duty which may be applied. Any fees, duty or taxes applied will be billed to and paid by the Buyer as set forth on the written invoice issued by Modern Art Gallery.
3.3 The Buyer will have 10 workings days from the date of invoice to make payment in full, unless agreed otherwise.
3.4 Ownership (legal title) of the product will not pass to Buyer until the accepted and confirmed price is paid in full by the Buyer and received by Modern Art Gallery in cleared funds.
4.1 The Goods to be delivered shall be specifically described in the written invoice provided by Modern Art Gallery.
4.2 In the event the specific Good is not available as of the date the order is confirmed by written invoice, Modern Art Gallery agrees to source Goods of similar or greater quality.
4.3 In the event Modern Art Gallery cannot source Goods acceptable to the Buyer because the ordered Goods are not available, the Buyer will have 7 days to provide written notice to cancel the order. Modern Art Gallery will, upon receipt of such notice, refund moneys paid in full.
4.4 The Buyer agrees and acknowledges that all specifications and advertising issued by Modern Art Gallery and any descriptions or illustrations contained in Modern Art Gallery marketing materials are provided for the sole purpose of giving an approximate idea of the Goods described in them. Modern Art Gallery is not bound by such descriptions which do not form a part of these Terms and Conditions, nor are they a part of the sales agreement and this is not a sale by sample.
5. Product Delivery
5.1 Unless otherwise agreed by the parties, delivery of the Goods shall be to the Buyerâ€™s home or business address.
5.2 The Goods may be delivered framed or unframed. The frame will encase the product and is separate from the actual delivery packaging for the Goods. The client acknowledges that the Goods are unique, rare and of high value and that the value of the Goods can be reduced by merely handling the Goods.
5.3 Modern Art Gallery will make its best effort to deliver the Goods by the agreed date or within a reasonable time if no dates are stated. All delivery dates are estimates only and time of delivery is not of the essence.
5.4 The Buyer must inspect the Goods upon delivery and advise Modern Art Gallery of any defects within 10 working days of delivery date or all complaints as to defects are waived.
5.5 Risk of loss or damage to the Goods passes to the Buyer upon delivery.
5.6 Where the Buyer requests that the Goods be placed directly in the safe custody of another party on behalf of the Buyer, delivery shall be deemed to take place on the date the Goods are transferred into safe custody.
6.1 If the Buyer is contracting as a consumer and has entered into a contract for the sale of Goods with Modern Art Gallery by distance selling means (for example, via the telephone, by mail order or online), the Buyer has a statutory right to cancel for any reason and receive a full refund. The Buyer will receive a full refund of the price paid for the Goods in accordance with Modern Art Gallery refunds policy (set out below). The Buyerâ€™s statutory right to cancel a contract starts from the date of the written invoice issued by Modern Art Gallery pursuant to clause 2.2 (when the contract between Modern Art Gallery and the Buyer is formed). If the Goods have been delivered to the Buyer, the Buyer may cancel at any time within seven working days, starting from the day after the Buyer receives the Goods.
6.2 If the Buyer is contracting as a consumer and has cancelled the contract between it and Modern Art Gallery within the seven-day cooling-off period (see clause 6.1 above), Modern Art Gallery will process the refund due to the Buyer as soon as possible and, in any case, within 30 days of the day on which the Buyer gave Modern Art Gallery notice of cancellation. In this case, Modern Art Gallery will refund the price of the Goods in full (except in the case of sealed Goods as described in clause 6.4), and any applicable delivery charges. However, the Buyer will be responsible for the cost of returning the item to Modern Art Gallery.
6.3 In all other cases not covered by clause 6.1, the Buyer may return any Goods delivered at the Buyerâ€™s cost within 7 days of receipt by giving written notification (by registered post, confirmed fax or confirmed email) of intent to return to Modern Art Gallery. If the Buyer decides to return the Goods, the Goods must be returned and received by Modern Art Gallery within 7 days of receipt of confirmed notice of return from the Buyer. If the Goods are not received within 7 days of receipt of confirmed notice of return from the Buyer, the sale is deemed final and no returns of the Goods will be accepted.
6.4 With the Goods, the Buyer acknowledges that the Goods are unique, rare and of high value and that handling of said Goods can reduce the value of the Goods.
6.5 Once a sale is deemed final, no returns will be accepted and the Client hereby accepts and waives any claims he/she may have under English law or otherwise.
6.6 The Buyer is response for all delivery costs and insurance costs incurred for returned Goods.
6.7 Unless otherwise prohibited by English law, full reimbursement of the purchase price of the Goods, less insurance and delivery costs, shall be the Buyerâ€™s sole remedy if the Goods are returned for any reason whatsoever.
Modern Art Gallery makes no warranties, expressed or implied, except as specifically stated herein. Such warranties are in lieu of all other warranties, written or oral, statutory, express or implied, including without limitation, any warranty of merchantability or fitness for a particular purpose.
8. Termination by Modern Art Gallery
Modern Art Gallery may terminate this agreement if the Buyer fails to make payment when due or substantially breaches any other obligation of these Terms and Conditions. Modern Art Gallery may notify the Buyer in writing of such termination and recover from the Buyer payment for Goods sold or work completed. The Buyer is liable for any and all costs incurred by Modern Art Gallery in connection with collection of such unpaid funds.
9. Force Majeure
Provision of Goods supplied to the Buyer covered by the Sales Agreement is contingent upon the non-occurrence of strikes, accidents, delays of carriers, delays of delivery, delay of personnel or other causes unavoidable or beyond the control of Modern Art Gallery. If performance of the Sales Agreement or any obligation under the Sales Agreement is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("force majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, wars, supplier failures, shortages, breach, or delays. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
10. Mediation and Arbitration
Any disputes between the parties hereto, whether arising under these Terms and Conditions or under any written invoices issued by Modern Art Gallery or otherwise, which the parties cannot resolve between themselves using good faith shall be referred to a court certified mediator in the County of the principal office of Modern Art Gallery, and any mediation shall be held in the County of the principal office of Modern Art Gallery. The Buyer shall bear the cost of said mediation. In the event that said dispute is not resolved in mediation, the parties shall submit the dispute to a neutral arbitrator residing in the County of the principal address of Modern Art Gallery. The arbitration shall be held in the County of the principal office of Modern Art Gallery. If either party refuses to comply with a ruling or decision of the arbitrator and a lawsuit is brought to enforce said ruling or decision, it is agreed that the party not complying with the ruling or decision of the arbitrator shall pay all the court costs and reasonable legal fees incurred in enforcing the ruling or decision of the arbitrator. Any rights of injunctive relief shall be in addition to and not in derogation or limitation of any other legal rights.
The Buyer hereby agrees to indemnify Modern Art Gallery and undertakes to keep Modern Art Gallery indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by Modern Art Gallery to a third party in settlement of a claim or dispute on the advice of its legal advisers) incurred or suffered arising out of any breach by Buyer of any provision of these Terms and Conditions or arising out of any claim that Buyer has breached any provision of these Terms and Conditions.
12.1 If Modern Art Gallery fails to comply with these Terms and Conditions, it will be responsible for loss or damage that the Buyer suffers which is a foreseeable result of Modern Art Gallery's breach of the Terms and Conditions or its negligence, but it is not responsible for:
12.1.1 any loss or damage that is not foreseeable;
12.1.2 any loss which that is not caused by a breach of Modern Art Gallery or its agents or employees; and
12.1.3 any business losses, or losses to parties who are not consumers. Loss or damage is foreseeable if they were an obvious consequence of Modern Art Galleryâ€™s breach or if they were contemplated by both parties at the time the contract is entered into.
12.2 Nothing in these Terms shall limit or exclude Modern Art Gallery liability for
12.2.1 Death or personal injury resulting from its negligence;
12.2.2 Defective products under the Consumer Protection Act;
12.2.3 For fraud or fraudulent misrepresentation;
12.3 In any event, the total liability of Modern Art Gallery in respect of breach of any contract for the sale of Goods or any representation given in connection with such a contract, whether in contract, tort (including negligence), statute or otherwise shall be limited to the purchase price for the Goods.
13.1 All notices shall be in writing and sent by registered post, facsimile or email to the address of the recipient stated in any quotation, order or acknowledgement of order.
13.2 Notices shall be deemed to be received if sent by registered post, on the second day following the day of posting and, if sent by email or facsimile, on day of transmission (if sent before 4:00pm).
14.1 Each right or remedy of Modern Art Gallery under the Contract is without prejudice to any other right or remedy of Modern Art Gallery whether under the contract or not.
14.2 No failure or delay by Modern Art Gallery to exercise any right, power or remedy will operate as a waiver of it, nor will any partial exercise preclude any further exercise of the same, or of any other right, power or remedy.
14.3 The parties do not intend that any term of these Terms shall be enforceable by virtue of the Contracts by any person that is not a party of it.
15. Data Protection
Modern Art Gallery will hold any personal information provided to it in confidence and in accordance with the Data Protection Act and other applicable data protection legislation. Modern Art Gallery will use such personal information for the administration and servicing of your purchase and all other related activities; Modern Art Gallery may disclose your personal information to its agents and service providers and other members of Modern Art Gallery for this purpose.
16. Copyright and Confidentiality
Copyright, trademarks, database rights and all similar rights in this website and marketing materials are owned by Modern Art Gallery, its licensors or relevant third party content providers. You may use the information on this site and reproduce it in hard copy for your personal reference only. Such information may not otherwise be reproduced, distributed, stored in a data retrieval system or transmitted in any form or by any means without the prior written permission of Modern Art Gallery. Nothing in our marketing materials or in this website should be considered granting any license or right under any trademark of Modern Art Gallery or any third party.