WALSH GALLERY MONACO
Terms and Conditions for Purchase
These terms and conditions and any policies or documents to which they refer (collectively, the "Terms") set out the terms and conditions that apply when you purchase Artwork from the Walsh Gallery Monaco.
1.1. When certain words and phrases are used in these Terms, they have specific meanings (these are known as 'defined terms'). You can identify these defined terms because they start with capital letters (even if they are not at the start of a sentence). Where a defined term is used, it has the meaning given to it in the section of the Terms where it was defined (you can find these meanings by looking at the sentence where the defined term is included in brackets and speech marks).
1.2. When we refer to “Walsh Gallery Monaco”, "we", "us" or "our", we mean Walsh Gallery Monaco.
1.3. Where we refer to "you" or "your" we mean you, the person purchasing an Artwork.
1.4. Where we refer to “Users”, we mean any other visitor of, and to, the Platforms.
1.5. Where we refer to “Artwork”, we mean original artworks, prints, or other products from the Walsh Gallery Monaco.
1.6. We have used headings and paragraph numbers to help you understand these Terms and to easily locate information. These Terms, as may be amended from time to time, will be incorporated by reference into all orders you make for Artwork.
2. Purchase of Artwork
2.1. All information on the website and in the gallery is an invitation to treat only and is not an offer or unilateral contract. You agree that any order you make is an offer to purchase the Artwork listed in your order, on and subject to these Terms.
2.2 If we accept an offer, we will issue an order confirmation which confirms the details and incorporates these Terms, and which sets out the delivery options. Upon your confirmation of which delivery option you wish to use, we will send to you an invoice for payment. Upon receipt of payment in full your order will be dispatched.
2.3 All orders submitted by you are subject to acceptance by us. We may choose not to accept your order at our discretion for any reason whatsoever without liability to you.
3.1 All prices of Artwork will be confirmed at the time of order confirmation and any VAT or other sales tax will be stated clearly.
3.2 Please note that in some countries additional duties may be payable to your local tax authorities on receipt of your delivery. You will be responsible for payment of any such import duties and taxes. We have no control over these charges and cannot predict their amount. Please contact your local customs office for further information before placing your order. Please also note that you must comply with all applicable laws and regulations of the country for which the Artwork are destined. We will not be liable for any breach by you of any such laws.
4. Payment terms
4.1 We will require payment in full and in the currency stated on the invoice prior to arranging shipment.
4.2 You confirm that the credit/debit card or payment method that is being used is yours and that all details you provide to us in respect thereof including, without limitation, name and address details are complete, correct and accurate. You further confirm that the credit/debit card is valid. All credit/debit cardholders and payment account holders are subject to validation checks and authorisation by the card issuer or payment method provider. If the issuer of your card or payment method refuses to authorise payment we will not accept your order and we will not be liable for any delay or non-delivery and we are not obliged to inform you of the reason for the refusal.
4.3 We are not responsible for any charges or other amounts which may be applied by your card issuer or bank or payment method provider as a result of our processing of your credit/debit card payment or other method of payment in accordance with your order or as a result of us being located in Monaco.
5. Delivery, title and risk
5.1 We are only able to deliver to a valid shipping address provided by you. We cannot be held responsible if that delivery address is incorrect or incomplete. Changes to the shipping address are not permitted once your order has been placed. Please note that there are restrictions on the locations where we deliver Artwork purchased from us and that we do not deliver to PO boxes. Please discuss your delivery requirements with us.
5.2 When you have selected your preferred delivery method from those offered for your selected shipping destination and provided your order has been accepted by us and payment of the invoice has been received, your order shall be processed by us and we will endeavour to dispatch your Artwork in accordance with the estimated delivery times stated. Estimated delivery times will be calculated from the date on which payment is received, unless otherwise specified.
5.3 If we are unable to arrange delivery in accordance with the estimated delivery times we will contact you to arrange a revised time or to offer you the option of cancelling your order and receiving a full refund.
5.4 Title in the Artwork will pass to you on the later of:
5.4.1 the date on which we receive payment in full for such Artwork;
5.4.2 the date and time of collection of such Artwork for delivery to your nominated address; and
5.4.3 the date and time of collection by you or your agent from the Walsh Gallery Monaco store.
5.5 Once title has passed to you all risk of damage to, or loss of, the Artwork shall pass to you. In the event that you elect to collect the Artwork from the Walsh Gallery Monaco store, all risk of damage to, or loss of the Artwork shall pass to you upon the collection of such Artwork by you or by a third party on your behalf from the Walsh Gallery Monaco store.
5.6 In the event that Artwork is subsequently imported into a country other than the country to which Walsh Gallery Monaco delivered the Artwork, you shall be responsible for complying with all local import requirements, laws, regulations and rules and paying all import taxes and duties as may be applicable in respect thereof.
6. Cancellations and returns
6.1 If you wish to cancel an order, please contact us by telephone or email. If we have not dispatched your order, we will agree to your request to cancel and refund your money (if received). If we have already dispatched your order, you may return the Artwork as set out below.
6.2 If you wish to return any Artwork within 14 days of delivery, you may do so provided that:
6.2.1 you notify us within 14 days of delivery to you;
6.2.2 we receive the Artwork within 14 days thereafter;
6.2.3 you pay all costs incurred with the return including without limitation transportation costs;
6.2.4 we receive the Artwork in original undamaged condition and in the original packaging, with any Walsh Gallery Monaco item tags attached.
6.3 If we are satisfied that all items returned are the Artwork to which the return request relates and that they are undamaged, we will refund you the purchase price less any transportation costs, duties, customs charges and taxes incurred in connection with the original order dispatch. Where you have paid any duties or taxes directly to the relevant authorities on the importation of the Artwork you wish to return, Walsh Gallery Monaco shall have no liability in relation to any claim for a refund of such duties or taxes from the authorities or whether or not such a refund is possible.
6.4 If the goods are returned otherwise than in an undamaged condition, or if we receive notification and/or return after the time-periods specified in clause 6.2, we will not be able to refund you unless agreed otherwise and confirmed by us in writing.
6.5 This provisions of this clause 6 do not affect your statutory rights as a consumer under any applicable laws.
7. Intellectual property
7.1 The "Walsh Gallery Monaco" trade mark as well as all trademarks, whether they are figurative or not, and all other marks, trade names, service marks, brand names, business names, illustrations, images, logos which appear on our Artwork, website, accessories or packaging, whether registered or not (the "Trademarks"), are and remain the exclusive property of Walsh Gallery Monaco and/or its licensors and are protected by applicable trade mark laws and treaties around the world. All such rights are reserved.
7.2 All other intellectual property rights (including, without limitation, registered or unregistered trademarks, logos, designs, copyrights, patents, know how or trade secrets) in or related to the website, the Artwork depicted and any accessories, stationery, packaging or ancillary items connected to such Artwork, (the "Intellectual property rights") are and shall remain the exclusive property of Walsh Gallery Monaco and/or its licensors and such Intellectual Property Rights are protected by applicable intellectual property laws and treaties around the world. All such rights are reserved.
8. Exclusion of warranties
8.1 This clause 8 does not affect your statutory rights as a consumer and, in respect of the Artwork, does not exclude or limit in any way our liability for breach of the statutory rights set out under applicable consumer laws relating to good title, no encumbrance and quiet possession, correspondence with description, satisfactory quality, fitness for purpose and correspondence with sample. For more information on your statutory rights, contact your local Direction Départementale de la Protection des Populations or the Direction générale de la concurrence, de la consommation et de la répression des fraudes (DGCCRF),Trading Standards Office or Citizens Advice Bureau or the equivalent in your country (if any).
8.2 SUBJECT TO THE PRECEDING CLAUSE 8.1, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WALSH GALLERY MONACO EXCLUDES ALL OTHER TERMS, CONDITIONS AND WARRANTIES IN RELATION TO THE ARTWORK WHETHER EXPRESS OR IMPLIED BY STATUTE OR OTHERWISE OR ARISING FROM ANY PREVIOUS COURSE OF DEALING OR USAGE OR TRADE PRACTICE.
9. Limitations of liability
9.1 Nothing in these Terms limits or excludes our liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation or for any other liability which cannot be limited or excluded by applicable law.
9.2 Subject to clause 9.1. above, we will not be liable, in each case, whether in contract, in tort (including, without limitation, negligence or breach of statutory duty), or otherwise however arising out of or in connection with these Terms for any economic losses (including, without limitation, loss of income, revenues, data, actual or anticipated profits, contracts, business, opportunity or anticipated savings); or loss of goodwill or reputation; or special, indirect or consequential losses or damages suffered or incurred by you arising out of or in connection with these Terms.
9.3 Subject to clause 9.1. and 9.2. above, the aggregate liability under these Terms of Walsh Gallery Monaco whether arising under contract, tort (including negligence), breach of statutory duty or otherwise, shall in no event exceed 100% of the price of the Artwork you have ordered from Walsh Gallery Monaco to which any liability relates.
9.4 This clause 9 does not affect your statutory rights as a consumer. For more information on your statutory rights, contact your local Direction Départementale de la Protection des Populations or the Direction générale de la concurrence, de la consommation et de la répression des fraudes (DGCCRF), Trading Standards Office or Citizens Advice Bureau or the equivalent in your country (if any).
10. Data protection
11. Assignment, subcontracting, etc.
11.1 We reserve the right to transfer, assign, novate or sub-contract all or any of our rights and obligations under these Terms provided that your rights under these Terms are not affected. You may not assign, sub-contract or otherwise transfer any of your rights or obligations under these Terms without our consent in writing.
12. Amendments to these Terms
12.1 We reserve the right to make changes to these Terms at any time. You, and any contract of sale between us, will be subject to the version of these Terms in force at the time we confirm your order of the Artwork in question from us.
13. Force majeure
13.1 Walsh Gallery Monaco reserves the right to defer the date of processing your orders and/or the date of shipping your Artwork, or to cancel or reduce the volume of orders processed and/or Artwork shipped (without liability to you) if it is prevented from, or delayed in, carrying on its business due to circumstances beyond the reasonable control of Walsh Gallery Monaco.
13.2 Such circumstances include, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riots, civil commotion, fire, explosion, flood, global or national pandemic or epidemic, lock-outs, strikes or other labour disputes (whether or not relating to Walsh Gallery Monaco’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
13.3 Subject to paragraphs 13.1.and 13.2. above, if the event in question continues for a continuous period in excess of 120 days, you shall be entitled to give notice in writing to Walsh Gallery Monaco to cancel your order.
14.1 Each provision of these Terms shall be construed separately and independently of each other. If any provision is deemed invalid, void or otherwise unenforceable, that provision shall be deemed severable from and not affect the enforceability of any of the other provisions of these Terms.
15. Governing law and jurisdiction
15.1 These Terms and all contracts for the purchase of Artwork into which they are incorporated are governed by Monaco law, and you and we hereby submit to the non-exclusive jurisdiction of the Monaco courts.
16. Entire agreement
16.1 These Terms and any document expressly referred to in them constitute the whole agreement between us and supersede any previous arrangement, understanding or agreement between us, relating to the subject matter of any contract.
16.2 You and we each acknowledge that, in agreeing to these Terms, (and the documents referred to herein), neither of us relies on any statement, representation, assurance or warranty ("Representations") of any person (whether a party to the relevant contract or not) other than as expressly set out in these Terms.
17. Written communications
17.1 Applicable laws may require that some of the information or communications we send to you should be in writing. We will contact you by e-mail or by post, in each case to the addresses you have provided. For contractual purposes, you agree to these means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing.
18.1 All notices given by you to us must be sent to Walsh Gallery Monaco, at 11 Rue Grimaldi, Monaco, 98000 or may be sent by email to firstname.lastname@example.org. We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in clause 15 (Written communications) above. Notice will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
19.1 If we fail, at any time during the term of a contract between you and Walsh Gallery Monaco, to insist upon strict performance of any of your obligations under the contract or any of these Terms, or if we fail to exercise any of the rights or remedies to which we are entitled pursuant to the Terms, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
20. Right of first refusal
20.1 In the event that you desire to sell an Artwork previously acquired from Walsh Gallery Monaco, and that you have received a legitimate offer in writing from an unaffiliated third party to buy that Artwork, you shall first notify us in writing of the proposed sale (the “Sale Notice”) for the purpose of providing an opportunity for us to purchase the Artwork from you. Each Sale Notice shall set out all material terms of the proposed sale, including, without limitation, a copy of the written offer received, the name and address of the prospective purchaser, the purchase price and terms of payment, and the date and place of the proposed sale.
20.2 Walsh Gallery Monaco shall have an option for a period of ten (10) days from the date it has received the Sale Notice to elect to purchase the Artwork at the same price and subject to the same material terms and conditions as described in such Sale Notice (or terms and conditions as similar as reasonably possible). Walsh Gallery Monaco may exercise such purchase option and, thereby, purchase all (or any portion of) the Artwork, by notifying you in writing before the expiration of the ten (10) day option.
20.3 If Walsh Gallery Monaco gives you notice that it desires to purchase the Artwork that is the subject of the Sale Notice, then payment for the Artwork shall be by cheque or bank transfer, against delivery of the Artwork to be purchased at a place agreed upon between the parties, and at the time which shall be no later than thirty (30) days after the date of receipt of the Sale Notice by Walsh Gallery Monaco. If Walsh Gallery Monaco fails to exercise its option to purchase in accordance with the terms and conditions of this clause 20, Walsh Gallery Monaco shall forfeit its right of first refusal in respect of the Artwork which was the subject of the Sale Notice.
21. Right of Overage
You agree to pay Walsh Gallery Monaco twenty per cent (20%) (the “Overage”) of any profit you achieve from the resale of any Artwork which you purchased through Walsh Gallery Monaco, including for the avoidance of doubt in respect of any Artwork which was the subject of a Sale Notice as defined in clause 20 where Walsh Gallery Monaco failed to exercise its option to purchase. This Overage is to be paid to Walsh Gallery Monaco bank account within five (5) business days from the date of the resale of the Artwork by you to a third party.
v.1 August 2020