These terms and conditions of sale (the “Terms and Conditions”) apply to the sale (the “Sale”) by Almine Rech Editions S. à r.l. a private limited liability company (société à responsabilité limitée) incorporated under the laws of Belgium and registered with the Belgium Trade Register under number 0784.948.843, with its registered office at 20 Rue de lAbbaye, 1050 Brussels, BELGIUM Almine Rech Editions (the “Seller”) of one or more editions (the “Edition(s)”) by any artist (the “Artist”) either at the Seller’s premises or through means of distance sale or off-premises sale to a person or a company, acting as a professional or a non-professional (the “Purchaser”). The Seller and the Purchaser are collectively referred as the parties (the “Parties”), and individually referred as a party (a “Party”).

The Purchaser shall read and understand these Terms and Conditions before proceeding with the transaction. If there is any term that the Purchaser does not understand or does not wish to agree to, it shall discuss it with a representative of the Seller.

The Terms and Conditions set the rights and obligations of the Purchaser and the Seller.

In Pursuant to the European Union (EU) Directive 2011/83/EU of the European Parliament and of the council of 25 October 2011 on consumer rights (the “2011/83/EU Directive”), in case the Purchaser is a natural person acting for purposes which are outside his trade, business, craft or profession falling within the scope of the 2011/83/EU Directive (the “Consumer”), the latter should refer to Section II of these Terms and Conditions for provisions which apply specifically to Consumers, in conformity with the EU Directive 2011/83/EU of the European Parliament and of the council of 25 October 2011 on consumer rights or any applicable local legislation.

The Terms and Conditions apply automatically and without restriction to the Sale and are deemed to have been accepted without reservation by the Purchaser upon signing of the Invoice (as defined below) issued by the Seller or upon payment in total or in part of the Edition or acceptance of the Sale by any mean.

The Purchaser and the Seller agree to be bound by the Terms and Conditions. However, if the Parties agree to sign an edition sale agreement setting out the terms under which the Purchaser will acquire the Edition, this agreement shall prevail on the Terms and Conditions. Should any term on the Invoice conflict with any provision of the Terms and Conditions, the terms on the Invoice shall prevail.

SECTION I. PROVISIONS APPLICABLE TO ANY PURCHASER

1. SALE OF THE EDITION

The Seller agrees to sell the Edition to the Purchaser, and the Purchaser agrees to buy the Edition from the Seller, sub ject to the terms and conditions set forth in these Terms and Conditions. The Seller confirms that it either owns the Edition or is authorised to sell it on behalf of the owner. The Seller will issue an invoice to the Purchaser identify ing the Edition, the price of the Edition and agreed prices for products or services the Seller had provided to the Purchaser (the “Invoice”).

2. PRICE OF THE EDITION

The Purchaser agrees to pay to the Seller the purchase price and any other cost as identified in the Invoice (the “Price”).

3. STATEMENTS ABOUT THE EDITION

While the Seller will, on request, explain the condition of the Edition at the time of the Sale and provide any information in its possession about condition for which the Purchaser may reasonably ask, the Seller will not be responsible for any subsequent deterioration of the Edition occasioned after the Sale.

All statements by the Seller as to the authenticity, attribution, description, date, age, provenance, title or condition of the Artwork constitute the Seller’s judgement and opinion only and are not warranted by the Seller. The Seller does not accept any liability as a result of any changes in expert opinion which may take place subsequent to the Sale. The Seller will do its best efforts to provide the Purchaser with information that are true, exact, correct and complete.

4. TAX

The Purchaser shall be responsible for any taxes arising from the Sale and subsequent delivery of the Edition pursuant to these Terms and Conditions.

All payments to be made shall be made in cleared funds, without any deduction or set-off and free and clear of and with out deduction for or on account of any taxes, levies, imports, duties, charges, fees and withholdings of any nature unless as required by law. If a Party is required by law to make any such deduction, it will pay to the receiving Party such additional amounts as are necessary to ensure receipt by the receiving Party of the full amount which that Party would have received but for the deduction.

5. PAYMENT

The Purchaser shall pay the Price to the Seller to the bank account set out in the Invoice (or other bank accounts designated in writing by the Seller) before the term set in the Invoice or, in the absence of such term, within 30 (thirty) days after reception of the Invoice.

All sales of Editions are final once full payment has been received by the Seller. Editions cannot be returned or exchanged without the Seller’s prior written consent.

6. TRANSFER OF TITLE

Title of the Edition shall pass to the Purchaser only after payment in full of the Price to the Seller.
Unless otherwise specified, the Purchaser shall thereafter enjoy the absolute ownership thereof which is transferable without the need of obtaining any consent from the Seller and/ or the owner.

7. NON-RESALE

In the event that the Edition is a limited edition print or sculpture, the Purchaser agrees that he will not sell, convey, transfer, lease, lend or otherwise dispose of (or attempt to sell, convey, transfer, lease, lend or otherwise dispose of) any of the Edition, during a period of 24 months starting from the date of the Invoice other than by mandating Almine Rech Editions as exclusive agent to carry out the transaction.

The Purchaser expressly agrees that if he fails to comply with this provision, he will promptly indemnify the Seller to an amount equal to the difference between (i) the selling price of similar editions in perfect condition of the Artist at the last public auctions and (ii) the price he paid for the acquisition of this Edition.

8. RISK OF LOSS OR DAMAGE

Risk of loss or damage to the Edition will pass to the Purchaser on the earlier between (i) the transfer of title, (ii) the delivery, and (iii) 30 (thirty) days following the date of the Invoice.

9. DELIVERY OF THE EDITION

Unless otherwise specified, the Purchaser agrees to pay all third-party costs and expenses relating, among other, to the packing, transporting, shipping, customs duties, taxes, royalties, and insuring of the Edition for delivery to the Purchaser pursuant to this Terms and Conditions. The Purchaser shall be responsible for installation cost of the Edition.

10. INTELLECTUAL PROPERTY

The Artist remains the owner of the moral rights on his Edition. Only the physical Edition is being transferred to the Purchaser, and the Artist reserves and retains all copyrights in the Edition, all reproduction rights in the Edition for any purpose in all media, and all other rights.
The Artist’s authorization is required for any exploitation of these rights.

11. DATA PROTECTION

By agreeing to the Terms and Conditions, the Purchaser gives his consent for the Seller to collect and process the following data: usual identification data (name, gender, birth date…), any registered contact information (personal and/or professional address, phone number), payment information, work history and title, photograph, headshot, information provided by cookies and similar technologies, interest selections, proposed offers and purchasing history, communication permissions, artist preferences and creative interest, limited and publicly available biographical information (including personal interests, hobbies, charitable interests), press clippings and information about the Purchaser attendance at the Seller’s events.
The Seller can use these personal data in connection with its client and prospect management activity and in any case, for commercial purposes. The Seller undertakes to keep personal data secure for the term necessary to achieve the purpose of his processing.

The Seller may also disclose the Purchaser’s information to other companies of the Almine Rech group and/or, when necessary, third parties acting on his behalf to provide services for the purposes listed above.

Sometimes, the Seller may also disclose this information to carefully selected third parties for his own marketing purposes. The Purchaser has the right to access its personal data, the right to rectify its personal data and the right to object to the processing of its personal data. Thus, if the Purchaser does not wish his details to be used in this purpose or if the Purchaser wants the Seller to remove his information from the Seller’s files, the Purchaser should ask the Seller which will do so insofar as the law permits

For more information regarding the Seller’s private policy, the Purchaser can consult the Seller’s website (https://www.alminerech.com/).

12. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants that:

- the Purchaser complies with all applicable laws and regulations;
- the Purchaser is his own responsibility to comply with the legislation applicable to him (notably his tax obligations);
- the Purchaser has the capacity and power (under the laws of his country of origin) to enter into and perform the transaction hereof to which it will be a party;
- for the purposes of the anti-money laundering and anti-terrorism financing legislation, that the Purchaser is not commonly known by any name other than the one set out in the Invoice, or that if the Purchaser is known by one or more other names, that the Purchaser has fully disclosed such name or names to the Seller in writing;
- the Purchaser is subject to a matrimonial regime allowing him to freely and validly purchase the Edition;
- the documents, certificates and information provided by the Purchaser to the Seller during the course of the agreement are true, exact and correct as at the date of his respective remittance;
- the Purchaser is acting (and is purchasing the Edition(s)) in its own name and on its own behalf (and, as the case may be, jointly with any co-purchaser having his name set out in the invoice); and
- all information (including about its identity and its address) is true and correct and undertakes to advise the Seller promptly of any changes.

13. REPRESENTATION AND WARRANTIES OF THE SELLER

The Seller represents and warrants that: (i) it complies with all applicable laws and regulations; and (ii) it has the capacity and power (under the laws of its country of origin) to enter into and perform the transaction hereof to which it will be a party.

The Seller makes no representation or warranty of any kind whatsoever, express or implied, in connection with the Edition. The Seller and its employees, or agents exclude all liability (whether in contract, tort or otherwise), to the fullest extent permitted by applicable law, for any loss or damage that may result to the Purchaser or a third party in connection with the Edition.

14. RESCISSION

The Seller has the right to terminate this agreement and cancel the Sale by serving written notice on the Purchaser if:

(i) the Purchaser fails to make any payment required pursuant to the terms of the Invoice and/or these Terms and Conditions, and such failure is not remedied within fifteen (15) days after a written notice is sent to the Purchaser by the Seller, or
(ii) if the Purchaser breaches any terms, conditions, representation or warranty of these Terms and Conditions.

15. MISCELLEANEOUS

The Purchaser agrees that it has no right to sell the Edition or receive the Edition before it has been paid for in full and any such sale shall be deemed null and void. The Purchaser agrees that only the physical Edition is being transferred to Purchaser. The Purchaser agrees, to the fullest extent permitted by law, that the Seller’s total liability to the Purchaser for any and all injuries, claims, losses, expenses or damages whatsoever arising out of or in any way related to this the Sale from any cause or causes including but not limited to the Seller’s negligence, errors, omissions, strict liability, breach of contract or breach of warranty shall not exceed the Price.

16. CONFIDENTIALITY

Unless written otherwise in the present Terms and Conditions, the Parties acknowledge that the provisions and subject matter of the Sale, including but not limited to the identity of the Seller, of the Artist and of the Purchaser, the Edition and the Price, are confidential and the Parties agree not to disclose any of the foregoing information to any person or party, except as may be required by law, whether concurrent with or subsequent to the execution and delivery of the Sale.

17. PREVAILING PARTY

The prevailing party in any arbitration, suit, or action brought by one Party against the other Party to enforce the terms of these terms and Conditions or any rights or obligations hereunder, shall be entitled to receive, in addition to such other relief as the arbitrators or court may award, its reasonable costs and ex -penses, including without limitation all attorneys’ fees, expert witness fees, litigation-related expenses and arbitrator and court or other costs incurred in such proceeding or otherwise in connection with bringing such arbitration, suit, or action. For purposes of the Terms and Conditions, a Party is “prevailing” if that Party prevails on the central issue raised in the action or claim, regardless of the amount of damages awarded or otherwise owed, if any. A Party may prevail by judgment or decision in that Party’s favor, consent decree, settlement agreement or voluntary dismissal with or without prejudice.

18. WAIVER

No failure or delay by the Seller in exercising any right, power or privilege shall impair the same or operate as a waiver of the same, nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right power or privilege. The rights and remedies provided in the Terms and Conditions are cumulative and not exclusive of any rights and remedies provided by law.

19. SEVERANCE

If any provision of the Terms and Conditions is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from the Terms and Conditions and rendered ineffective as far as possible without modifying the remaining provisions of the Terms and Conditions, and shall not in any way affect any other circumstances of or the validity or enforcement of these Terms and Conditions.

20. INTERPRETATION

The headings are included for convenience only and shall not affect the interpretation of these Terms and Conditions. The singular includes the plural and vice versa. Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. References to any document or agreement are to be construed as references to such document or agreement as is in force for the time being and as amended, varied, supplemented, substituted or novated from time to time.

21. GOVERNING LAW AND JURISDICTION

These Terms and Conditions and/or any contractual or non-contractual obligation arising out of or in connection with these Terms and Conditions and the related Invoice shall be governed by and construed in accordance with the law applicable in the city where the Seller is located. The exact location of the Seller is set out in the Invoice.
All disputes arising out of or in connection with these Terms and Conditions (including without limitation with respect to the existence, validity, performance, termination and interpretation of these Terms and Conditions and the related Invoice and any non-contractual obligation arising out of or in connection with the Sale) shall be submitted to the jurisdiction of the city where the Seller is located, subject to the applicable laws of the European Union member State of the Consumer. The exact location of the Seller is set out in the Invoice.

SECTION II. PROVISIONS APPLICABLE TO THE CONSUMER

22. LEGAL GUARANTEE OF CONFORMITY FOR GOODS

The Seller undertakes to respect the legal guarantee of conformity, in accordance with the applicable law. All products purchased by the Consumer from the Seller are covered by a 2-year guarantee.
The start date of the guarantee is the date stated on the Invoice. The guarantee does not include deficiencies caused by negligence, impacts, improper use, incorrect installation not carried out by the authorised technical service when applicable, or materials subject to wear and tear due to normal use, deterioration of the colour due to exposure of the product by sunlight or other sources of heat.
If the Edition has defects or is not as described in the Invoice, the Consumer may request repair or replacement of the Edition purchased.

If the Edition cannot be repaired or replaced within a reasonable time or cannot be repaired or replaced without difficulties the Consumer may claim reimbursement or a reduction of the purchase price.

The Consumer informs the Seller of his desire to use the legal guarantee of conformity within a legal period of two (2) months from the discovery of the defect, unless this defect had been previously mentioned to the Consumer.

1. RIGHT OF WITHDRAWAL

Notwithstanding the provisions of Article 5, if the Purchaser is a Consumer and if the Sale is concluded through a distance contract or an off-premise contract, the Consumer has a right to withdraw, after 14 (fourteen) days from the conclusion of the Sale. In the case of distance or off-premises contracts, the withdrawal period should expire after fourteen (14) days from the day on which the Consumer or a third party other than the carrier and indicated by the Consumer, acquires physical possession of the Edition.

In addition the Consumer should be able to exercise the right to withdraw before acquiring physical possession of the Edition. Where multiple Editions are ordered by the consumer in one order but are delivered separately, the withdrawal period should expire, for each Edition, after fourteen (14) days from the day on which the Consumer acquires physical possession of such Edition.

For the purposes of exercising the right to withdraw from the Sale, the Consumer must inform the Seller by email to theshop@alminerech.com according to the withdrawal form attached to these Terms and Conditions, duly completed, or a declaration clearly expressing its intention to withdraw and including the identification of the Edition concerned.

The Consumer will return the Edition within fourteen (14) days after the notification of his use of his right of withdrawal. The Seller will reimburse the Consumer at the reception of the returned Edition for all sums paid for his order, after deduction of any return cost, which remain the entire responsibility of the Consumer.

The Consumer will only be responsible for depreciation in value of Edition resulting from handling the Edition in a manner that is inconsistent with the nature and character of the items, including its functionality.