General Terms and Conditions of Sale 2021
ARTICLE 1 – GENERAL
- These General Terms and Conditions are applicable to all contracts concluded with Douwes Fine Art B.V. and a customer, concerning sales, purchases, consignments and further services (hereafter “Contract”).
- Amendment of the Contract or deviation from these General Terms and Conditions, are only valid when agreed in writing between the parties involved.
- A customer is regarded any person or entity entering into a Contract with Douwes Fine Art B.V. regarding sale or purchase of Artworks as defined below or services provided by Douwes Fine Art B.V. such as, but not limited to, sale by Douwes Fine Art B.V. acting as an agent on consignment basis (hereafter: “Customer”)
- The applicability of any general terms and conditions of the Customer is rejected by Douwes Fine Art B.V.
- These General Terms and Conditions may be updated from time to time, in which case the modified version will enter into force immediately upon notification to the Customer. These Generals Terms and Conditions will be available on the website of Douwes Fine Art B.V.
- If one or more provisions of these General Terms and Conditions should at any time be wholly or partially invalid or annulled, then these provisions shall be deemed to have been replaced by a provision that matches the meaning of the invalid provision as closely as possible. Other provisions of these General Terms and Conditions shall remain fully applicable.
ARTICLE 2 – CONTRACT FORMATION
- A Contract shall be concluded only upon explicit acceptance of an offer of the Customer by Douwes Fine Art B.V.
- Under no circumstances is Douwes Fine Art B.V. bound by any statement in a (written) quotation (“Offerte”), for example, but not limited to, statements concerning the author of an Artwork, its origin, date, age, genuineness, source, provenance or condition, unless this statement is incorporated in a written Contract. To such statements incorporated in a final written Contract, articles 3 and 4 of these General Terms and Conditions apply.
ARTICLE 3 – CONDITION OF THE ARTWORKS
- All Artworks are sold as is described by Douwes Fine Art B.V. in the Contract and otherwise in the condition they are in at the time of sale. The Customer accepts the qualities of the Artwork that where known or reasonably should have been known at the time of the sale.
- The nature of the artworks for sale at Douwes Fine Art B.V. – amongst others: old master and classic paintings, drawings and sculpture – (hereafter “Artworks”) is such that they will rarely be in a perfect condition, as a new painting or drawing could be. Due to the (natural) aging process and the nature of the Artwork, it is likely that the Artwork shows signs of wear and tear, damage, other imperfections, professional restorations and/or repair.
- Condition reports are available upon request.
- Any statement by Douwes Fine Art B.V., whether oral or in writing (including condition reports), as to the physical nature or condition of an Artwork is given to the best of knowledge and with appropriate care, but reasonably cannot amount to a full description of condition. Douwes Fine Art B.V. recommends that the Customer seeks advice on these matters from its own professional advisors.
- In case of a Contract regarding consignment, in which case Customer acts as seller and consignor of the Artwork (hereafter ”Consignor”), or purchase, being purchase by Douwes Fine Art B.V., between the Customer and Douwes Fine Art B.V., the following applies. Customer shall provide all information known to him with regard to condition, value, provenance, source, import and export, origin, authenticity or any other information that can be of relevance to Douwes Fine Art B.V.
- In case it appears that Customer did not fully inform Douwes Fine Art B.V. as referred to in article 3.5., Douwes Fine Art B.V. may terminate the Contract with immediate effect.
ARTICLE 4 – STATEMENTS BY DOUWES FINE ART B.V.
- Any statement of Douwes Fine Art B.V. about any Artwork, whether orally or in writing, concerning for example the authorship of an Artwork, origin, date, age, genuineness, source, provenance and condition is based on the generally accepted opinion of scholars or experts and/or the leading authority on the respective artist on the date of the sale. Douwes Fine Art B.V. has based its knowledge on these outside experts.
- All statements of Douwes Fine Art B.V. as to the author, origin, date, age, genuineness, source, provenance and condition of any Artwork are statements of opinion only and shall never imply any sort of guarantee by Douwes Fine Art B.V.
- It lies within the nature of the Artwork that the knowledge about and qualities of the Artwork may change due to new insights of experts. Douwes Fine Art B.V. recommends that the Customer seeks advice on these matters from its own professional advisors. The parties agree that any sale or purchase of an Artwork by Customer qualifies as an aleatory contract (“subject to chance”). In any case, the Artwork meets and fulfils the Contract when: a. the written description of the Artwork corresponded to the generally accepted opinion of scholars or experts at the date of the sale or the description fairly indicated that there was a conflict of opinions; and/or b. it appears that knowledge about the Artwork at the date of sale is incorrect, and the correct identification of an Artwork can be demonstrated only by means of either scientific process not yet generally accepted for use until after the date of the sale or a process which at the date of the sale was unreasonably expensive or likely to have caused damage to the Artwork.
ARTICLE 5 – PRICES, PAYMENT AND TRANSFER OF TITLE
- All prices mentioned are in EURO including value added tax (VAT), unless otherwise mentioned.
- A Customer must pay by depositing the relevant amount in the bank account of Douwes Fine Art B.V..
- Payment of the full amount must be made within 14 days after the date of the invoice, unless otherwise agreed in writing.
- If the Customer fails to make payment in full within 14 days after the date of the invoice, Douwes Fine Art B.V. will have the right to exercise a number of legal rights and remedies. These include, but are not limited to, the following: a. charge an interest at an annual rate of 10%; b. charge collection costs as established by the series of extrajudicial collection costs (BIK); c. to hold the Customer liable for the total amount due, together with interest, legal fees and all costs of Douwes Fine Art B.V., for example but not limited to costs of Douwes Fine Art B.V. for storage and insurance of the Artwork.
- The Customer will not acquire legal title to the Artwork until payment of the full amount is received by Douwes Fine Art B.V. in good cleared funds.
- In some cases, Douwes Fine Art B.V. acts as an agent for a seller, and Douwes Fine Art B.V. only has power to transfer legal title of the Artwork after consent is given by the seller (“Consignor”). In these cases, the Customer will not acquire legal title to the Artwork until such legal consent of the seller is obtained by Douwes Fine Art B.V. and the selling price is paid in full.
- The invoice is considered to be the only confirmation of the agreement. The General Terms are deemed to be known by the Customer and apply to each relevant occasion.
ARTICLE 6 – COLLECTION AND SHIPPING
- Douwes Fine Art B.V. is entitled to retain the Artwork until all amounts due to Douwes Fine Art B.V. have been received in full in good cleared funds, and/or until the Customer has performed any other outstanding obligations Douwes Fine Art B.V. can reasonable require.
- The Customer shall collect the purchased Artwork within two calendar days from the date of payment of the full amount from the premises of Douwes Fine Art B.V., unless otherwise agreed. Delivery site is at the gallery/offices of Douwes Fine Art B.V. unless agreed otherwise.
- Shipping costs, import and export duties, costs for packing and insurance are for the account of the Customer, unless otherwise agreed upon in writing.
- Risk and responsibility for the Artwork (including frames) passes to the Customer upon formation of the Contract.
ARTICLE 7 – LIABILITY
- Douwes Fine Art B.V. will be liable only in case of intentional violation of, or gross negligence in the execution of the Contract. Under no circumstances will Douwes Fine Art B.V. be liable for an amount higher than the purchase price paid to Douwes Fine Art B.V. by the Customer.
- Douwes Fine Art B.V. is not liable for damages caused by third parties, whether or not involved by Douwes Fine Art B.V.
ARTICLE 8 – APPLICALBLE LAW AND JURISDICTION
- The relation between Customer and/or other third parties and Douwes Fine Art B.V. shall be exclusively governed by Dutch law, with exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
- All disputes arising in connection with the present Contract, or further contracts resulting therefrom, shall be submitted to confidential arbitration in the Netherlands.
- The arbitral tribunal shall be composed of one independent Dutch (art) expert arbitrator, appointed jointly by the parties. If parties fail to reach agreement about the selection of the arbitrator, both parties will appoint one Dutch (art) expert arbitrator and a third Dutch (art) expert arbitrator will be selected by the President of the Court of Amsterdam.
- The place of arbitration shall be Amsterdam, The Netherlands. The arbitral procedure shall be conducted in the English language. Appeal against a decision of the arbitral tribunal is excluded.
- Parties choose domicile in Amsterdam, The Netherlands. Parties shall submit matters that are not subjected to arbitration only to the Dutch Court of Amsterdam. The Court of Amsterdam has exclusive jurisdiction on all matters not subjected to arbitration.
- A Customer who is a natural person acting for purposes which are outside his trade, business, craft or professions can, within one month after paragraph 2 or 5 of this article is invoked, submit the dispute instead to the legally competent court.
ARTICLE 9 – RIGHT OF WITHDRAWAL
- The following is only applicable to distance contracts and off-premises contracts, between Douwes Fine Art B.V. and Consumers from the EU, within the meaning of the Consumer Rights Directive 2011/83/EU and as specified under paragraph 2 of this article. Any Customer living outside the EU cannot derive any rights from this article or the mentioned EU Directive.
- A Consumer is a natural person who enters into a contract with Douwes Fine Art B.V., and is acting for purposes which are outside his trade, business, craft or profession and has his habitual residence within the EU.
- When purchasing Artwork, a Consumer has the right to withdraw from a distance contract or an off-premises contract within the meaning of the Consumers Rights Directive 2011/83/EU, without giving reasons, during 14 days. This withdrawal period commences on the day after the Artwork is received by the Consumer or a third party on behalf of the Consumer, who is not the transporter.
- If the Consumer wishes to exercise his right of withdrawal, he shall give notice of this by means of the model form for withdrawal as published on the website of Douwes Fine Art B.V., or by making any other unequivocal statement setting out his decision to withdraw from the Contract. Risk and burden of proof of exercising the right of withdrawal in accordance with this Article lies with the Consumer.
- As soon as possible, but in any case within 14 days from the day following the said notice of paragraph 4 of this article, the Consumer must return the Artwork to Douwes Fine Art B.V., in the original state and packaging, in accordance with the instructions that are provided by Douwes Fine Art B.V. The Consumer is liable for any diminished value of the Artwork resulting from handling the Artwork other than what is necessary to establish nature and characteristics of the Artwork. The costs of returning the Artwork are at the expense of the Consumer.
- Douwes Fine Art B.V. will not repay the purchase price until it can be confirmed by Douwes Fine Art B.V. and/or proven by the Consumer that he has returned the Artwork in exactly the same condition as when he received the Artwork from Douwes Fine Art B.V. originally.