General terms and conditions of business

General Terms and Conditions for Galleries

1 . Scope
These general terms and conditions are binding for all business transactions of the gallery. Conflicting purchasing conditions do not apply. The buyer confirms with his signature that he has taken note of the conditions.

2. Purchase prices
The purchase prices are stated in euros. They include the applicable sales tax. For works of art from the 20th century, the gallery pays a fee to compensate for the statutory resale rights (§ 26 UrhG) and artists’ social insurance, which is also included in the purchase price.

3. Sales tax refund
(3.1) Third countries outside the EU: In accordance with legal regulations, export deliveries to third countries outside the EU internal market are exempt from sales tax. If a buyer takes the purchased item abroad, he must provide security in the amount of the sales tax, which will be refunded to him as soon as he presents the gallery with proof of export/purchase.

(3.2) EU internal market: If the buyer is an entrepreneur in the sales tax sense who legitimately uses his VAT ID number issued by the country of residence in the EU, the delivery remains VAT-free to the extent that the delivery is subject to purchase tax in the buyer’s country. However, the buyer must provide security in the amount of the sales tax, which will be refunded as soon as the gallery receives the correct VAT ID number. If the VAT ID number subsequently turns out to be incorrect, the gallery is entitled to withdraw from the purchase contract.

4. Terms of payment
The purchase price is due upon invoicing without deductions. In the case of non-cash payments (check, bank transfer, etc.), the buyer bears the costs of cashing the check etc.

5. Handover and retention of title
(5.1) The buyer can only demand the handover of the purchased item upon full payment of the purchase price.

(5.2) The transfer of ownership of the item sold is subject to the suspensive condition of full payment of the purchase price. The gallery is entitled to withdraw from the contract if the buyer defaults on payment of the purchase price. If the purchased item is handed over to the buyer before the purchase price has been paid in full, contrary to the regulation provided for in Section 5.1, the buyer is obliged to treat the purchased item carefully and with care until ownership is transferred and to protect it from damage or loss.

6. Offsetting and retention
The buyer can only set off claims against the gallery that are undisputed or have been legally established. The buyer’s rights of retention are excluded unless they are based on the same contractual relationship.

7. Default
(7.1) Debtor default: If the buyer defaults on payment of the purchase price or a purchase price installment, the gallery is entitled and, at the artist’s request, obliged to provide the artist with the buyer’s name and address. If the buyer defaults on payment of the purchase price, the default interest rate for the year is five percentage points above the base interest rate or eight percentage points above the base interest rate if the buyer made the purchase in the exercise of his commercial or independent professional activity. The gallery can claim further damages. If default occurs, the gallery is entitled to make all outstanding installments due immediately.

(7.2) Default of acceptance: The buyer is in default if he does not collect the purchased item within the contractually agreed period or within 30 days of an offer of services from the gallery. After the delay occurs, the gallery is entitled to insure and store the purchased item at the risk and expense of the buyer (§ 304 BGB).

(7.3) Grace period: If the buyer defaults on debt or acceptance, the gallery is entitled to withdraw from the purchase contract by setting a reasonable grace period. In this case, in addition to the statutory rights, the gallery can also calculate its damages in such a way that the buyer has to compensate for the shortfall in proceeds if the purchased item is sold again. The buyer has no claim to any additional proceeds.

8. Shipping of the purchased item
The purchased item will only be shipped upon written instructions from the buyer. The buyer bears the risk of damage or loss of the purchased item during shipping if he intends to use the purchased item as part of his commercial or independent professional activity. If the value of the purchased item is more than €150, the gallery will insure the shipment at the buyer’s expense. The gallery can determine the shipping method and means at its own careful discretion and assumes no obligation to provide the fastest or cheapest shipping.

9. Returns
Returns to the gallery are made at the sender’s expense and risk. If the purchased item is returned for the purpose of subsequent fulfillment, the gallery will bear the costs of the return (§ 439 Para. 2 BGB), unless it is a purchase of a non-newly produced work and the customer intends to return the purchased goods within the scope of his/her for commercial or self-employed professional activity. Unauthorized returns will not be accepted. The sender bears the costs and risk of the subsequent return.

10. Liability
(10.1) Information about the art object: Descriptions of works in catalogs, brochures, etc. do not contain any guarantee from the gallery for the quality of the object of purchase. If the customer intends to use the purchased goods as part of his commercial or independent professional activity and the purchased item is not a newly produced work, the gallery assumes no liability for the completeness and accuracy of the information contained in the catalogs, brochures, etc. information contained on the art object, provided that the gallery was not aware of the inaccuracy or incompleteness.

(10.2) Commission business: If the gallery sells the goods as a commission agent, warranty claims for defects are excluded if the customer intends to use the purchased goods as part of his commercial or independent professional activity and the purchased item is not a newly manufactured work. This also applies to forgeries if the gallery should not have been aware of the lack of authenticity of the work. Before the sale, the buyer has the opportunity to convince himself personally and, if necessary, with expert help, of the contractual condition and authenticity of the purchased item. If there is a warranty case for which the gallery is not liable in accordance with the above provision, the gallery assigns any claims it may have against the principal to the buyer. In these cases, however, the gallery can, at its discretion, take back the purchased item and refund the purchase price.

(10.3) Liability: The gallery is liable without limitation for all damage caused intentionally or through gross negligence by the gallery or its legal representatives or vicarious agents. The gallery also has unlimited liability for damages resulting from injury to body, life or health that are based on a negligent or intentional breach of duty by the gallery, its legal representatives or vicarious agents, regardless of the degree of fault. The gallery is liable for damage caused by the gallery, its legal representatives or vicarious agents due to slight negligence, only if the gallery, its bodies or its vicarious agents fulfill an essential contractual obligation (obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner regularly relies and can rely). In this case, the gallery’s liability is limited to foreseeable damage typical of the contract. Otherwise, the gallery’s liability is excluded. (10.4) Warranty: If the delivered work is defective, the buyer can only claim

damages due to the defect after two failed attempts at supplementary performance and in accordance with the limitation of liability in section (10.5) of these terms and conditions.

If the customer intends to use the purchased goods as part of his commercial or independent professional activity, he can initially only demand subsequent performance; only after two failed attempts at subsequent performance can the customer withdraw from the contract or reduce the purchase price as well as compensation in accordance with the limitation of liability in Section 10.3 of this Demand general terms and conditions.

(10.6) Limitation period: Claims for damages based on defectiveness of the work expire at the latest one year after the statutory start of the limitation period, unless the claims are based on intent on the part of the gallery. If the buyer intends to use the purchased item as part of his commercial or independent professional activity, claims for damages due to defects in the delivered work that are not based on intent on the part of the gallery expire six months after the statutory start of the limitation period if the work is not newly manufactured is a work of art. Other claims due to defects in the delivered work that are not based on intent on the part of the gallery expire within one year from the start of the statutory limitation period, provided the work of art is not newly produced. If the buyer intends to use the purchased item as part of his commercial or independent professional activity, these claims, unless they are based on intent on the part of the gallery, expire within six months from the start of the statutory limitation period if it concerns a non-newly produced work of art, and within one year from the start of the statutory limitation period, provided the purchased item is a newly produced work of art. The exclusion of claims for damages does not apply to cases under Section 309 No. 7 BGB (injuries to life, body, health and liability for gross negligence).

11. Applicable law
The law of the Federal Republic of Germany applies exclusively to the legal relationships between the gallery and the buyer. The regulations of the United Nations Convention on Contracts for the International Sale of Goods (“CISG”) do not apply.

12. Final provisions
(12.1) The German version is decisive for the interpretation of these terms and conditions.
(12.2) Place of performance and jurisdiction for merchants, legal entities under public law and special funds under public law is the headquarters of the gallery. The same applies if the customer does not have a general place of jurisdiction within Germany. If one or more provisions of these contractual conditions are or become ineffective, the effectiveness of the remaining provisions remains unaffected.