General terms and conditions of sale (GTCS)
The present general conditions of sale (the “General Conditions”) apply to sales by SARL Hadjer & Fils , registered with the RCS of Paris under number 315 533 661 , located at 102, rue du Faubourg Saint-Honoré – 75008 Paris (hereinafter galerie Hadjer or the seller) , whether the sale takes place on its premises, remotely or off-premises.
The term “Buyer” refers to any individual or legal entity, acting in a professional or non-professional capacity, on its own behalf or on behalf of a third party, purchasing one or more works of art (hereinafter the “Work”) by any artist (hereinafter the “Artist”).
The Seller and the Buyer are referred to collectively as “the Parties” or individually as “a Party”.
The present General Terms and Conditions, the Invoice to which they are attached and all invoices attached to the said Invoice, taken together, constitute the contractual instrument of the sale concluded between the Parties (hereinafter “the Sale”), it being specified that in the event of contradiction between the present General Terms and Conditions and the information on the Invoice, the latter shall systematically prevail.
The Buyer and the Seller agree to be bound by the present General Terms and Conditions. The Buyer must read and understand the present General Terms and Conditions before proceeding with the transaction. If the Buyer does not understand or does not agree with any clause, he/she should make this known and discuss it with the Seller as soon as possible. By expressing its consent to the Sale in any way, in particular by signing the Invoice or by performing its obligations under the Sale, the Buyer is deemed to have read, understood and accepted the General Conditions. However, if the Parties sign a specific sales contract setting out the conditions of acquisition of the Work by the Buyer, this specific contract will prevail over the present General Conditions.
1. SALE OF THE WORK OF ART
The Seller agrees to sell the Work to the Buyer, and the Buyer agrees to purchase the Work from the Seller, subject to each party’s compliance with the provisions of these Terms and Conditions. Any sale of a Work is subject to the issue of an invoice, and becomes final only after full payment of the price of the Work.
2. CONDITION OF THE WORK
The Work is sold in the condition it is in at the time of the Sale, with any imperfections and defects. In this respect, it is the Buyer’s responsibility to examine the Work before the Sale and to ask the Seller about its characteristics and any restorations. No claims will be accepted for restoration and minor accidents.
3. SELLER’S WARRANTIES AND REPRESENTATIONS
The Seller warrants that :
– it complies with all laws and regulations applicable to its business;
– he has the capacity and authority to carry out the said Sale;
– he is the owner of the Work or is authorized to sell it on behalf of the owner.
The Seller undertakes to use its best efforts to provide the Buyer with accurate, correct and complete information. He undertakes to inform the Buyer promptly of any changes in this respect.
The Seller gives no warranty of any kind whatsoever, express or implied, relating to the Work. Any representations made by the Seller, express or implied, as to its authenticity, attribution, description, date, provenance, title or condition are based on the Seller’s judgement and opinion, to the best of the Seller’s information, and are not guaranteed by the Seller. The Seller declines all responsibility for any changes in expert opinion on the Work that may occur after the Sale.
5. PRICE OF THE WORK OF ART
The Price is the amount mentioned on the Invoice or, failing this, in any exchange between the Parties indicating their agreement on this amount. Unless otherwise stated on the said Invoice :
– the Price is all-inclusive, covering the purchase price and any other identified costs ;
– the Price includes all taxes;
– the purchase price of the Work is subject to VAT on the margin in accordance with article 297A of the French General Tax Code;
– any identified ancillary costs are subject to ordinary VAT;
– the Price does not cover any ancillary costs not expressly identified, and in particular not, unless identified, packaging and delivery costs.
Payment must be made in the currency specified on the Invoice, unless otherwise agreed in writing by the Seller.
For sales involving payments in foreign currencies, the Invoice is drawn up in consideration of the European Central Bank’s euro exchange rate increased by 5% (to take account of market practices and exchange charges).
As the exchange rate risk is not borne by the Seller, in the event of an upward variation in the said increased exchange rate between the date of issue of the invoice and the date of actual payment by the Buyer, the corresponding additional cost will be borne by the Buyer.
6. TAXATION
The Purchaser shall be responsible for the payment of all taxes arising from its acquisition and subsequent delivery of the Work. All payments shall therefore be free of all deductions or set-offs, in particular in respect of any tax, levy, import, duty, tax, royalty and withholding of any kind now or hereafter imposed by any governmental, fiscal or other authority, unless otherwise provided by law. Therefore, if the Buyer is required to make any such deduction, it shall also pay to the Seller such additional amounts as may be necessary to ensure that it will eventually collect the full amount excluding such deduction.
7. PAYMENT
In the event of payment terms granted by the Vendor, any partial sums paid by the Buyer shall constitute a deposit.
Unless specific deadlines are specified in the Invoice, the Buyer shall pay the Vendor :
– the Price within 15 (fifteen) days of receipt of the Invoice ;
– the balance of the Price within 15 (fifteen) days of the last deposit payment.
All payments must be made :
– by credit card ;
– by bank transfer to the bank account indicated on the Invoice, or to any other bank account designated by the Vendor in due course;
– in cash for payments :
– up to 1,000 euros including VAT, if the Buyer’s tax domicile is in France;
– up to a sum of 15,000 euros including tax, if the Buyer’s tax domicile is abroad and he/she is not acting for the purposes of a professional activity.
Payment is deemed to have been made on the date on which the funds are finally at the disposal of the Seller.
In accordance with article L. 441-10 of the French Commercial Code, in the event of late payment :
– the rate of late payment interest payable on the day following the contractual due date is equal to :
– the interest rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points ;
– or three times the legal interest rate, if this amount is higher than the above;
– and if the Buyer is a professional, he/she is also liable :
– a minimum fixed indemnity for collection costs of €40 (forty euros) exclusive of tax;
– an additional indemnity if the actual cost of collection exceeds the above fixed amount, and if the Seller provides proof of this.
Interest accrues daily, calculated on the basis of a 365-day year, and is due without prejudice to the Seller’s other rights and remedies against the Buyer.
In addition to any late payment interest, the Buyer shall pay to the Seller all costs incurred as a result of late payment, including but not limited to costs related to insurance, storage and administration of the Work.
8. RESOLUTION OF THE SALE
In the event of the slightest breach by the Buyer of the aforementioned payment conditions, the Sale may be cancelled by operation of law, to the Buyer’s detriment, without prior formal notice. The Vendor will notify the Buyer of such termination by registered letter with acknowledgement of receipt.
The Sale may also be cancelled for any other breach by the Buyer of any of its obligations under these General Terms and Conditions if :
– after receipt of a formal notice, sent by the Vendor by registered letter with acknowledgement of receipt, to perform the disputed obligation ;
– the Buyer has not fully complied within the following 15 days.
In accordance with the provisions of article 1590 of the French Civil Code :
– in the event of termination of the Sale at the Buyer’s expense, the Seller shall retain the benefit of any deposit already paid;
– in the event of cancellation of the Sale to the Vendor’s detriment, except in the event of Force Majeure, the Vendor will return double the amount of any deposit already paid.
9. RETENTION OF TITLE
In application of article 2367 of the French Civil Code, ownership of the Work will only be transferred to the Buyer after full payment of the Price to the Vendor.
10. RIGHT OF WITHDRAWAL
The Buyer is hereby informed that :
– if he/she qualifies as a “Consumer” within the meaning of Directive 2011/83/EU of the European Parliament and of the Council of 25 October 2011 on consumer rights (hereinafter the “Directive”) ;
– and if the Sale is concluded by “distance contract” or by “off-premises contract” within the meaning of this same Directive or of any applicable local legislation;
– he/she has a period of 14 (fourteen) days from the day on which he/she or a third party designated by him/her (other than the carrier) acquires physical possession of the “Work” to withdraw from the Sale, without having to give reasons for his/her decision;
– in the case of multiple orders, the withdrawal period begins on the day on which the Purchaser (or the designated third party) acquires physical possession of the last work in question.
To exercise his right of withdrawal, the “Consumer” Buyer shall inform the Vendor before the expiry of the withdrawal period of his decision to withdraw from the Sale by sending to helene@helenebailly.com, at his choice :
– the withdrawal form, a draft of which is attached to these terms and conditions, duly completed ;
– a statement clearly expressing his or her intention to exercise his or her right of withdrawal and including the identification of the “Work”.
The “Consumer” Buyer is obliged to return the “Work” to the Seller or to any person authorized by the latter, as soon as possible within one of the 14 (fourteen) days following the dispatch of his decision to withdraw.
Upon receipt of the “Work” by the Vendor, the latter will reimburse all payments received, less any direct costs incurred by the return of the “Work”, which remain the responsibility of the Purchaser. In the case of multiple orders, the Vendor will only reimburse the amount of the Price corresponding to the Work(s) concerned by the retraction and actually paid by the Buyer.
The “Consumer” Buyer will be held responsible for any depreciation in the value of the Work resulting from the Buyer’s handling of the Work.
11.AMICABLE SETTLEMENT OF DISPUTES
The Parties agree that, in the event of a dispute, they will give priority to seeking an amicable resolution of the dispute.
Thus, in the event of a complaint, the Buyer should first contact the Vendor’s customer service department:
– by telephone: + 33 (0)1 42 66 61 13 (toll-free number from a landline in mainland France), Monday to Saturday, except public holidays, from 10am to 7pm;
– by e-mail contact@hadjer.fr ;
– or by post to the address given at the top of this document.
The Vendor undertakes to provide an initial response within a maximum of 2 (two) months.
In the absence of amicable discussions or in the event of their failure, in accordance with Articles L. 612-1 et seq. of the French Consumer Code, the Buyer having the status of “Consumer” within the meaning of Directive 2011/83/EU may then submit his dispute to the mediation service below:
Paris Mediation and Arbitration Centre (CMAP)
Service Médiation de la Consommation
39 avenue Franklin D. Roosevelt 75008 PARIS
@ : consommation@cmap.fr
www.médiateur-conso.cmap.fr
The Parties remain free to accept or refuse recourse to mediation and, in the event of recourse to mediation, to accept or refuse the solution proposed by the mediator.
Should the above amicable attempts fail, either Party may refer any dispute to the competent Court.
12.APPLICABLE LAW AND JURISDICTION
The Parties agree that the Sale and these General Terms and Conditions are governed by French law.
They also confer jurisdiction on the Paris courts for any claim or dispute relating to the validity, performance or interpretation of the said Sale and/or any additional services rendered in connection with the said Sale.
Appendix 1: Withdrawal form
(Please complete and return this form only if you wish to withdraw from the Sale)
For the attention of SARL HADJER &Fils, registered with the RCS of Paris under number 315 533 661, with registered office at 102, rue du Faubourg Saint-Honoré 75 008 Paris,
I/We hereby notify you of my/our withdrawal from the contract for the sale of the following item(s):
Ordered on / received on :
Name of consumer(s) :
Address of consumer(s) :
Signature of consumer(s) (only in the case of notification of this form on paper) :
Date :