TERMS & CONDITIONS
It is important that you read and understand these terms and conditions before proceeding with this transaction. Only proceed with the transaction if you wish to be bound by the terms and conditions set out below (the "Terms")
1.1 The copyright subsisting in this publication, all images and other materials produced for the sale of the Goods is owned by us and such publication, images and materials may only be used with our permission. We will retain the right to use such images in our own discretion after the sale of the Goods.
1.2 The material may be used for information and non-commercial purposes only
1.3 It may not be modified in any way
1.4 No unauthorised copy is made of any Houlston UK Limited trademark
1.5 Any copy of any portion of the material must include the following copyright notice: Copyright © 2021 Houlston UK Limited All Rights Reserved.
1.6 During the period in which a Work of Art is protected by copyright, the copyright remains with its author (or any person to whom that right has been assigned). You are purchasing the Work of Art, but not the right to produce copies of the Work of Art (including photographs thereof) for publication. If such rights are sought, you should contact the copyright owner.
2. PURPOSE AND EFFECT
2.1 These Terms set out all the terms of agreement (the "Contract") other than price between you as “Buyer” and us (Houlston UK Limited, trading as Houlston) as “Seller”, in relation to the sale and purchase of the item(s) identified in the invoice, which we refer to below as the "Goods”. We confirm that we either own the Goods or are authorised to sell them on behalf of the legal owner.
2.2 If you wish to rely on any variation of, or addition to these Terms, you must ensure that the variation or addition has been agreed by us in writing.
3. STATEMENTS ABOUT THE GOODS
3.1 Any representation or statement by us as to the authorship, origin, date, age, medium, attribution, genuineness, provenance or condition of the Goods is our expert judgement and opinion only, made in good faith (based on many years professional commercial experience of handling and study of such items together with awareness of the generally accepted opinion of other scholars and experts current at or about the time of sale), and (save that this shall not operate so as to exclude any liability on our part for misrepresentation) are not warranted by us. We are not liable for the statements, data, information and opinions of others or any changes in expert opinion which may take place subsequent to the sale.
3.2 Goods are sold with all faults and imperfections to be expected in objects of considerable age and prior use and the Buyer should satisfy himself by inspection of the description and photographs provided as to their condition and otherwise and rely on the prospective Buyer’s own judgment as to their nature. For example, antique textiles are made of natural materials and will certainly have suffered some degree of deterioration of the fibres through centuries of exposure to light, variable humidity, atmospheric and physical interventions.
3.3 While we will on request explain the condition of the Goods at the time of the sale and provide any information in our possession about condition for which you may reasonably ask, we will not be responsible for any subsequent deterioration of the Goods, however caused, after the sale.
3.4 Although we have made reasonable efforts to display colours of Goods accurately, we cannot guarantee that the device display you view them on will accurately reflect the colours.
3.5 Except in respect of death or personal injury caused by the our negligence, we shall not be liable to the you by reason of any representation or any implied warranty, condition or other term or any duty at common law or under the express terms of the Contract, for any consequential loss or damage (whether for loss or profit or otherwise howsoever), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of us, our employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by you, except as expressly provided in these Conditions.
4. PAYMENT OF PURCHASE PRICE
4.1 You must pay us the full price for the Goods (without deductions), together with delivery costs, any VAT and any amounts payable to us under clause 6 below but excluding any deposit or advance that you may already have paid (the "Price"), on the earlier of: (a) the expiry of any payment term as shown on the invoice; and (b) the time of delivery of the Goods. Payment is only made once we receive cleared funds representing the full amount.
4.2Payment may be made by wire transfer, cash (subject to any thresholds we may set) or debit/credit card, as agreed and set out in the invoice. Where we agree to payment by cheque, acceptance is conditional upon the cheque being cleared in full on first presentation.
4.2 All payments shall be made in the currency specified in the invoice.
4.4 If you fail to make full payment within the relevant period, we shall charge you interest on the amount unpaid at the rate of 4% per annum above HSBC's Bank base rate from the date when payment was due until payment is made in full.
5. DELIVERY OF THE GOODS AND PASSING OF RISK
5.1Time for delivery shall not be of the essence. Any dates quoted for delivery of the Goods are approximate only and we shall not be liable for any delay in delivery of the Goods howsoever caused. The Goods may be delivered by us in advance of the quoted delivery date upon giving reasonable notice to you.
5.2 Risk of loss and damage to the Work shall pass to you on the time and date agreed for collection or delivery of the Work. From the point at which risk passes to you, you are responsible for insuring the Work against all risks, including during collection or transit.
5.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by us to deliver any one or more of the instalments in accordance with these Conditions or any claim by you in respect of any one or more instalments shall not entitle you to treat the Contract as a whole as retracted.
5.4 If we fail to deliver the Goods for any reason other than any cause beyond our reasonable control or your fault and we are accordingly liable to you, our liability shall be limited to the excess (if any) of the cost to the you (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
5.5 If you fail to take delivery of the Goods or fail to give us adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond your reasonable control or by reason of our fault) then, without prejudice to any other right or remedy available to us, we may
5.5.1 store the Goods until actual delivery and charge you for the reasonable costs (including insurance) of storage; or
5.5.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to you for the excess over the price under the Contract or charge you for any shortfall below the price of the contract.
5.6 Unless otherwise agreed in writing, risk of damage to or loss of the Goods shall pass to you, the Buyer:
5.6.1 at the time of delivery; or
5.6.2 in the case of Goods delivered by a carrier of your choosing, and that carrier was not offered by us, at the time that the Goods are passed to the carrier of your choosing.
5.7 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to you until we have received in cash or cleared funds payment in full of the price of the Goods (and all other goods agreed to be sold by us to you for which payment is then due).
5.8 Until such time as the property in the Goods passes to you, you shall hold the Goods as our fiduciary agent and bailee.
5.9 Until such time as the property in the Goods passes to the you we shall be entitled at any time to require you to deliver up the Goods to us and, if you fail to do so forthwith, to enter upon any premises of you or any third party where the Goods are and repossess the Goods.
6. PASSING OF OWNERSHIP
6․1 Full legal title to the Goods will not pass to you until we have received in full in cleared funds all sums due in respect of the Goods.
6․2 If you have possession of the Goods before full payment has been made, you must:
6․2.1 keep possession of it, not sell it or hand it over to any other person or dispose of any interest in it;
6․2.2 in the case of Goods consisting of more than one item, keep those items together;
6․2.3keep any identifying marks showing that we own the Goods clearly displayed;
6․2.4 store the Goods on your premises and at no cost to us, separately from other property;
6․2.5 at our request, and after we have given you reasonable notice, allow us or a third party acting on our behalf to have access to the Goods in order to inspect them; and
6․2.6 preserve the Goods in the same state as they were on delivery and in particular, not restore, repair, clean or reframe it without our written consent.
7.1 If the Goods are to be exported from the United Kingdom, whether to countries within the European Union or outside the European Union, it will be your responsibility to obtain the relevant export licence.
7.2 When making arrangements for export of the Goods, you must:
7.2.1 comply with all requirements of any relevant tax authorities (including, if applicable, HM Revenue and Customs), any export licensing authorities and any other relevant official bodies; and 7.2.2 reimburse to us any sum claimed if HM Revenue and Customs, any relevant tax authorities or any other official body makes any claim against us for VAT, sales tax, use tax or any other expense or penalties resulting from your failure to comply with the relevant requirements for export and import.
7.3 When on its sale to you the Goods are intended for export, you will be charged for VAT on the Goods should they not be exported.
7.4 In any event you will be responsible for paying any taxes including but not limited to import tax, duty, merchandise, sales or user tax that have to be paid in the country of destination whether on shipment or on import or at any other time.
7.5 Unless otherwise agreed in writing, the sale of the Goods is not dependent on either us or you obtaining an export licence and failure or delay in obtaining a licence will not constitute a basis to cancel a purchase or delay payment for it.
8. BREACH BY THE BUYER
8.1 If you fail to pay the Price in full (or if we agree with you payment by set instalments and you fail to pay any one or more instalment) by the due date, or if prior to you paying the Price in full you fail to comply with the obligations set out in clauses 5 and 6 above, or otherwise do or fail to do anything which may in any way imperil our ownership of the Goods or the Goods themselves, we are entitled (without prejudice to our other rights and remedies at law) to either:
8.1.1 terminate the Contract, repossess the Goods and claim damages for any loss we have suffered; or
8.1.2 at our election, treat the sale as cancelled, and repossess the Goods, in which case (and only in which case) we shall following the safe return of the Goods, refund to you any part of the Price you have paid, after deduction of any sums due to us including but not limited to costs of recovery and restoration of the Goods.
8.2 We shall also have the right to repossess the Goods and cancel the sale if before you make full payment of the Price to us, proceedings occur in the UK or elsewhere involving your solvency (including but not limited to the presentation of a bankruptcy petition or winding-up petition; or the convening of a meeting to wind you up voluntarily).
8.3 Where we notify you of the exercise of our right to repossession, you will within 7 days of such notice, return the Goods to our address (as set out in the invoice) at your cost and risk or tell us where the Goods are kept and allow us to enter the premises where the Goods are (separately) kept and take the Goods away at your cost (it being understood that where the Goods consists of more than one item, our rights of repossession extend to all such items).
9. LIMITATION OF OUR LIABILITY
We shall not be liable for business losses (including loss of profits, loss of business or loss of anticipated savings) which you may suffer in connection with buying the Goods. Any liability to you for losses you suffer arising from the Contract or purchase of the Goods shall be limited to the Price paid for the Goods (excluding any delivery costs and VAT) and is strictly limited to losses that were reasonably foreseeable. Losses are foreseeable where they could be contemplated by you and us at the time the Contract is formed. Nothing in this clause 8 limits or excludes our liability for: (a) death or personal injury caused by our negligence or any of our agents; (b) fraud; or (c) for any other liability that may not, under English law, be limited or excluded.
We will have the right, but not the obligation, (acting reasonably) to rescind a sale without notice to you, where an adverse claim is made by a third party, including but not limited to, someone claiming ownership of the Goods. Upon notice of our election to rescind the sale, you will promptly return the Goods to us. We will then refund the Price. The refund of the Price will constitute your sole remedy and recourse against us with respect to such claims.
Any notice to be given to us or that we must give to you in connection with the sale of the Goods must be in writing and must be sent by post, or delivered by hand, to our address or to your last known address as set out in the invoice or as notified to us by you as the case may be.
12. CONSUMER PROTECTION / RETURNS
12.1 This clause applies only where you are deemed to be a consumer for the purposes of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
12.2 When our Contract is concluded "off-premises" or through distance communication you have the right to cancel the Contract within 14 days from the day on which you acquire, or a third party nominated by you acquires, physical possession of the Goods. Where the Goods consist of more than one item (which are to be delivered separately), such cancellation period will expire after 14 days from acquiring physical possession of the last item (the "Cancellation Period").
12.3 To exercise your right to cancel, you must inform us of your decision to cancel by a clear and durable statement (by post, fax or email) sent prior to the expiration of the Cancellation Period.
12.4 If you cancel the Contract, you must also return the Goods to us by hand, courier, shipper or recorded mail to the address as set out on the invoice at your own cost within 14 days after the day of notifying us of the cancellation.
12.5 The Goods must be returned to us in the same condition in which you receive them (which does not interfere with your right to take any reasonable steps to examine the Goods). You have a legal obligation to take reasonable care of the Goods whilst they are in your possession. If you fail to comply with this obligation, we may make a deduction from the reimbursement you are entitled to for loss in value of the Goods.
12.6 We will reimburse to you all payments received from you.
12.7 We will make the reimbursement without undue delay, and not later than:
(a)14 days after the day we receive back from you the Goods, or
(b) (if earlier) 14 days after the day you provide evidence that you have returned the Goods, or
(c) if the Goods were never supplied, 14 days after the day on which we are informed about your decision to cancel the Contract.
12.8 We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement. We may withhold reimbursement until we have received the Goods back or you have supplied evidence of having sent back the Goods, whichever is the earliest.
12.9 Details of the consumer rights described above, and an explanation of how to exercise them, are provided on the LAPADA website: www.lapada.org/what-is-lapada/consumer -protection. Nothing in this section affects your legal rights.
13. LAW AND JURISDICTION
13.1 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 English law.