Terms and Conditions of Sale

 

Last Updated: January 1, 2024

Effective Date: February 1, 2024

 

1. THE CONTRACT

 

1.1 Subject to clause 1.2, the buyer’s contract is with Zeit Contemporary Art LLC (hereinafter referred to as “Zeit Contemporary Art”), a Limited Liability Company organized under the laws of Delaware having its office at 590 Madison Ave, 21st Floor, New York, NY 10022.

 

1.2 Zeit Contemporary Art is generally selling artworks that are on consignment to the gallery from a third party and is therefore acting as the seller’s agent, may it be the artist itself or a third party. Insofar as Zeit Contemporary Art is the owner of the artwork, it acts as the seller itself.

 

1.3 The contract between Zeit Contemporary Art and the buyer for the sale and purchase of the artwork or artworks identified on the invoice (hereinafter referred to as “Artwork”) shall consist of these terms and conditions for sale, and the details set out in Zeit Contemporary Art’s invoice. Such terms comprise the whole agreement for the sale and purchase of the Artwork.

 

1.4 Written individual agreements shall prevail over these terms and conditions.

 

2. PRICE AND PAYMENT

 

2.1 Payment of the outstanding balance on the purchase price, referred to on the invoice as Balance Due, is due upon the date of receipt of the invoice and payable by wire transfer, unless otherwise agreed in writing by both parties.

 

2.2 Value added tax and other applicable sales, use, excise or other taxes and customs charges are the responsibility of the buyer, and thus are payable by the buyer.

 

3. CONDITION

 

The buyer is buying the Artwork in its present condition.

 

4. TRANSFER OF OWNERSHIP

 

Title to, and possession of, the Artwork shall not pass to the buyer until Zeit Contemporary Art has received payment of the Balance Due in cleared funds plus any applicable taxes and customs charges. Upon payment of this sum, the purchased Artwork shall be made available for pick-up at Zeit Contemporary Art’s warehouse or delivery via carrier. Title to the Artwork shall pass to the buyer upon the actual pick-up by buyer or upon release to the carrier designated for shipment.

 

5. RISK OF LOSS AND BUYER’S OBLIGATIONS

 

5.1 Risk of loss or damage to the Artwork shall pass to the buyer upon release of the Artwork to the buyer or to the carrier designated for shipment.

 

5.2 The buyer shall, at its own cost and expense, take responsibility for the pick-up, packing, crating, shipment and insurance of the Artwork upon its release by Zeit Contemporary Art and for making all arrangements required for the Artwork's transportation, export and import (including, without limit, securing any required licenses, authorizations, approvals and permissions in respect of the same (together referred to as “License”)). The denial of any such License or delay in obtaining such License shall not entitle the buyer to the cancellation or rescission of the purchase of the Artwork nor will it allow the buyer to delay its payment under these terms. The buyer shall also comply with any conditions or formalities under applicable law in respect of the import or export of the Artwork, including but not limited to requirements imposed by any tax or customs authority.

 

5.3 If requested by the buyer, Zeit Contemporary Art may, as an additional service, act as an agent to assist in arranging a carrier to deliver the Artwork to the buyer on the buyer’s behalf and on the buyer’s account. Zeit Contemporary Art shall have no obligation to pay any cost of shipping the Artwork. Any loss or damage resulting from shipping the Artwork via any carrier shall be the sole responsibility and at the risk of the buyer and/or the carrier. Zeit Contemporary Art shall not be responsible for any damage or loss to the Artwork while in transit.

 

6. BREACH OF CONTRACT BY THE BUYER

 

In the event that the full price together with applicable taxes and customs charges is not received by Zeit Contemporary Art in cleared funds within 14 days after the above due date for payment or if the buyer fails to comply with the obligations set out in clause 5 of these terms and conditions, Zeit Contemporary Art reserves the right at its discretion (without prejudice to its other rights and remedies at law) to rescind the sale of the Artwork by written notice to the buyer, without liability.

 

7. STATEMENTS ABOUT THE ARTWORK

 

All statements by Zeit Contemporary Art to the condition, importance, quality, rarity, value, historical significance, medium or material constitute statements of opinion only and Zeit Contemporary Art gives no representation, warranty or undertaking in respect of such statement (save that this shall not operate to exclude liability on Zeit Contemporary Art’s part for fraudulent misrepresentation).

 

8. LIABILITY

 

8.1 Zeit Contemporary Art’s total liability to the buyer in contract, tort, misrepresentation or otherwise, arising in connection with these terms and conditions of the sale of the Artwork, shall be limited to the Price of the Artwork excluding any applicable taxes.

 

8.2 Zeit Contemporary Art shall not be liable to the buyer for (a) any loss of profits, loss of business, loss of anticipated savings, loss of business opportunity or loss of reputation/goodwill (whether any of these are direct or indirect); or (b) any special, indirect, incidental, or consequential loss, costs, damages, charges or expenses to the fullest extent permitted by law.

 

8.3 Any claim against Zeit Contemporary Art concerning the attribution or legal title to the Artwork must be brought within a period of one (1) year from the date of the invoice. Zeit Contemporary Art shall not accept any claim once this period has expired.

 

9. INTELLECTUAL PROPERTY RIGHTS

 

No intellectual property rights in respect of the Artwork (including, without limitation, any copyright or related rights) shall be acquired or transferred as a result of the purchase of the Artwork hereunder. If such rights are sought, the buyer should contact the relevant intellectual property owner.

 

10. TERMINATION

 

The sale of the Artwork or Artworks may be terminated prior to the payment of the Outstanding Balance, if one of the following conditions has occurred:  (a) the mutual written consent by the buyer and Zeit Contemporary Art to terminate the sale; b) by either the buyer or Zeit Contemporary Art, upon written notice, if there shall be in effect a final non-appealable order, judgment, injunction or decree entered by or with any governmental authority restraining, enjoining or otherwise prohibiting the consummation of the sale contemplated herein; (c) by Zeit Contemporary Art, upon written notice, if there is a default by the buyer; (d) by Zeit Contemporary Art, upon written notice, if the Artwork is not transferred to its possession by the current owner; or (e) by either the buyer or Zeit Contemporary Art, upon written notice, if the Artwork is subject to a reasonable and good faith inquiry concerning its attribution.

 

11. APPLICABLE LAW AND PLACE OF JURISDICTION

 

These terms and conditions and any non-contractual obligations arising from or in connection with them shall in all respects be construed and take effect in accordance with the substantive laws of the State of New York, without giving effect to New York's choice of law provisions (other than New York General Obligations Law § 5 1401). If there is a dispute concerning this terms and conditions of sale, you consent to the exclusive jurisdiction of, and waive any jurisdictional objection to the state courts of the State of New York located in New York County; and the United States District Court for the Southern District of New York.