1. About Us
1.1. Grove Square Galleries Ltd (company number 12395307) (we and us) is a company registered in England and Wales and our registered office is at 156 New Cavendish Street, London, W1W 6YW. We operate the website www.grovesquaregalleries.com (us, we, our).
1.2. If you have any questions about these Terms of Business, please contact us by calling us on +44 20 8103 4904 or email us to firstname.lastname@example.org
2. Our Contract with you
2.1. These Terms of Business govern our sale of the Artwork to you.
2.2. Please read these Terms of Business carefully before you purchase Artwork from us. These Terms of Business contain important information about your legal rights, remedies and obligations. They will tell you who we are, the terms under which we will sell the Artwork to you, how we may change these terms or end the contract with you, what to do if there is a problem and other important information.
2.3. By purchasing the Artwork from us, you agree to be bound by these Terms of Business and any documents expressly referred to in it. If you do not agree to these Terms of Business, you should not purchase the Artwork from us.
2.4. We recommend that you print or save a copy of these Terms of Business for future reference.
2.5. If you would like to receive a printed copy of these Terms of Business, please email us to email@example.com
2.6. We especially bring your attention to Clause 14 which refer to the limitation of our liability.
2.7. No terms or conditions endorsed on, delivered with, or contained in your purchase conditions, order, confirmation of order, specification or other document shall form part of these Terms of Business unless expressly otherwise agreed between the parties in writing.
2.8. These Terms of Business will be made only in the English language.
2.9. You must be at least 18 years old and be able to enter into legally binding contracts to purchase the Artwork from us. By accessing or using our Website, by buying from us or requesting us to provide you with the service, you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into a contract.
2.10. If you act on behalf of a company, you also represent that you have the authority to legally bind that entity and agree to indemnify us for any loss suffered if you do not.
3.1. The images of the Artwork on our Website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer’s display of the colours accurately reflects the colour of the Artwork. The Artwork may vary slightly from those images and the depiction of the Artwork with accessories, e.g. frames may be used for illustrative purposes only. You are advised to check that the Artwork you would like to purchase includes such accessories or not before placing the order.
3.2. The Artwork shown on the Website is strictly subject to availability.
3.3. All statements by us as to the authenticity, attribution, description, date, age, provenance, title or condition of the Artwork constitute our judgement and opinion only and are not warranted by us (save that it will not operate so as to exclude any liability on our part that we cannot exclude in accordance to statute). You are strongly advised to satisfy yourself as to any statements made by us as to the matters set out in this Clause 3.3 independently before you purchase the Artwork from us.
3.4. Although we will, on request, explain the condition of the Artwork at the time of the sale, this should not be construed as advice for you to purchase such Artwork.
3.5. We will not be responsible for any subsequent deterioration of the Artwork, however occasioned, after the sale.
3.6. All photographs, advertising and specifications provided by us are issued or published for the sole purpose of giving an appropriate idea of the Artwork but do not purport to be an exact or complete reproduction.
4. Placing an order
4.1. We will take all reasonable care to ensure that all details, descriptions and prices of Artwork that appear on our Website are correct. Although we aim to keep the Website as up to date as possible, the information appearing on our Website may not always reflect the position or the availability of the Artwork.
4.2. The listing of the Artwork on our Website is an invitation to treat only.
4.3. Once you have selected the Artwork of your choice we will confirm if the Artwork is available and if we are able to sell it to you. Please note that although we will endeavour to hold the Artwork for you to complete all the aspect of the sale, our agreement to do so does not constitute our acceptance of your offer to purchase the Artwork.
4.5. After you place an order, we will forward you an invoice which will include the Purchase Price of the Artwork, and any other associated fees in respect of your purchase (i.e. framing, hanging, insurance, and any special delivery costs).
4.6. Once you have made the payment or the prepayment, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in Clause 4.7.
4.7. Our acceptance of your order takes place when we send the email to confirm that we have received your payment and that we accept it, at which point the contract between you and us will come into existence for the sale of the Artwork (“Purchase Order”). If you purchase Artwork at our Gallery, the offer will be accepted at the point when your payment for the Artwork has been accepted at which point the contract for the sale of the Artwork will come into force (“Purchase Order”).
4.8. If we are unable to supply you with the Artwork for any reason, we will inform you of this as soon as possible and we will not process your order. If you have already paid for the Artwork, we will refund you the full amount within 7 days.
4.9. Non acceptance of the order may be a result of one of the following:
4.9.1. The Artwork is no longer available;
4.9.2. Our license to sell it is withdrawn by the artist;
4.9.3. We are unable to collect your payment;
4.9.4. There was an error in the pricing or identification/description of the Artwork;
4.9.5. You are unable to meet eligibility to order criteria set out in Clause 2.9 or 2.10;
4.9.6. We have reason to suspect fraudulent activity;
4.9.7. We have reason to suspect money laundering.
5. Your rights if you are a consumer
5.1. This clause applies to consumers only. If you are a consumer, in accordance to the Consumer Contracts (Information, Cancellation and Additional Payments) Regulations 2013 we must provide you with certain information so that a valid and legally binding agreement can be established between you and us. This required information is set out in these Terms of Business.
5.2. You are a consumer if you purchase the Artwork for domestic and private use only.
5.3. If you purchase the Artwork as a consumer, you agree not to use the Artwork for any commercial, business or re-sale purposes.
5.4. You agree and understand that Consumer Rights Act 2015 and The Consumer Contracts (Information, Cancellation and Additional Payments) Regulations 2013 apply to consumers only and does not apply to trade users.
5.5. As a consumer, you have legal rights in relation Artwork that are faulty or not as described. Nothing in these Terms will affect these legal rights.
6. If you are a trade
6.1. This clause 6 only applies if you are a business.
6.2. If you are not a consumer, you confirm that you have authority to bind any business on whose behalf you purchase the Artwork.
6.3. These Terms of Business and any document expressly referred to in them constitute the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in these Terms or any document expressly referred to in them.
6.4. You agree and understand that Consumer Rights Act 2015 and The Consumer Contracts (Information, Cancellation and Additional Payments) Regulations 2013 will not apply to you if you are a trade.
7. Price of Artwork, Additional Charges & Delivery Charges
7.1. The Purchase Price for the Artwork will be as quoted at the time you place your order. We take all reasonable care to ensure that the Purchase Price of the Artwork is correct at the time when the relevant information was entered onto the system.
7.2. The Purchase Price that we quote will be in GBP. Payments must be made to us in GBP and any refunds will only be issued by us in GBP. We do not accept liability for fluctuations in the exchange rate, which may affect the price of the Artwork or your refund.
7.3. We may change the Purchase Price for the Artwork at any time without any notice to you, but changes will not affect any order that has been accepted by us.
7.4. The Purchase Price of the Artwork will include VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Artwork in full before the change in VAT takes effect.
7.5. Unless expressly agreed otherwise at the time you placed an order, the Purchase Price of the Artwork does not include framing or hanging (“Additional Charges”). If any of these services are required these will be quoted separately and will be payable in addition to the Purchase Price.
7.6. It is always possible that, despite our reasonable efforts, some of the Artwork may be incorrectly priced. If we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel sale of the Artwork and refund you any sums you have paid
8.1. You can pay for the Artwork by BACS. Please note we are not responsible if you make payments to the wrong account and we encourage you to verify our bank details by calling our Gallery once you have received an invoice from us.
8.2. We will never change our bank details over the email and therefore if you receive an email from us notifying you of the change of banking details from us, please contact us over the telephone to verify the change. It is important that you do not email us to verify such change.
8.3. We do not accept payments in cash unless they are at our Gallery and are up to the value of £750.
8.4. Where payment is made by someone other than you, we may require documents to confirm their identity and their relationship with you. We may decline such payments at our sole discretion.
8.5. You can also make payment by cheque payable to Grove Square Galleries Ltd. You will need to allow 10 days for the funds to clear into our account before we are able to dispatch any Artwork to you. Any delivery lead times agreed will commence from the date the cheque has cleared.
8.6. You may also make a payment by Bankers draft made payable to Grove Square Galleries Ltd. We will request our bank to authenticate it before we accept your offer.
8.7. If you pay a deposit for the Artwork, the Artwork will be reserved for you for an agreed period time or until the time the Artwork is completed. We will then issue you an invoice for the remaining payment to be paid and you will have 14 days to complete such payment.
8.8. Where no specific time to complete the purchase was agreed and a deposit has been paid by you, we retain the right to issue an invoice requesting for the final payment in which case payment terms will be 28 days from the invoice issue date.
8.9. When we collect the deposit and agree to hold the Artwork for you in accordance to Clause 8.7 or 8.8 time for payment is of essence. If we do not receive the payment by such date, we will be able to sell the Artwork to someone else.
8.10. Holding deposits are non-refundable.
8.11. If we reasonably suspect a fraudulent payment, then we will not dispatch the Artwork and we will not carry out any refunds until authorised by our bank.
9. Title to Artwork
9.1. The title to Artwork remains with us and will not pass to you until we have received full cleared payment for Purchase Price and all the charges associated with the sale of the Artwork.
9.2. If you have possession of the Artwork before full payment has been made, you undertake to:
9.2.1. keep the possession of Artwork. You agree not to (or instruct someone else to do this on your behalf) sell it, export it or hand it over to any other person or dispose of any interest in it and agree to indemnify us if you do;
9.2.2. keep all identifying marks showing that we own the Artwork clearly displayed;
9.2.3. make provisions for comprehensive insurance cover for at least the Purchase Price of the Artwork, and note our interest on any such policy and provide evidence of such cover if requested by us;
9.2.4. preserve the Artwork in the same state as it was on delivery and not in any way modify, restore, repair, reframe or alter the Artwork;
9.2.5. use keep the Artwork safe and use best endeavours to prevent any damage to or deterioration of the Artwork;
9.2.6. at our request, subject to reasonable notice, allow us or a third party acting on our behalf to have access to the Work in order to inspect it;
9.3. Please note that if you have possession of the Artwork but the title remains with us in accordance to these Terms of Business we have the right to take possession of the Artwork at any time.
10. Dispatch and Delivery
10.1. Payment for the Artwork and all other applicable charges are to be made in advance. We must receive cleared payment for the Artwork and associated costs before we dispatch the Artwork.
10.2. Once we have received the payment in full and your order has been accepted, we will process your order for delivery. Given the nature of the products the delivery arrangements and lead times will be agreed at the time when you place an order and may vary.
10.3. Delivery fees are not included in the Purchase Price and we do not offer delivery services as standard. Standard delivery takes place at our Gallery once the Artwork has been collected from us by you or your courier. Delivery at our Gallery takes place by appointment only for security reasons. You will need to bring your ID and your proof of address. If you are requesting a third party to collect the Artwork on your behalf further verification may be needed.
10.4. We can provide assistance in arranging for a specialist courier service to collect the Artwork from us and deliver it to you. Any charges associated with the delivery will be borne by you and these will be payable in addition to the Purchase Price and Additional Charges (if applicable). We will not be liable for any loss or delay in delivery of the Artwork that is caused by your failure to provide us with adequate delivery instructions or if you have provided us with a wrong address.
10.5. If you are based outside of UK, we strongly encourage you to check that the country allows for delivery of the Artwork before you place an order and that you are aware of what applicable import duties and taxes will be applied when the delivery reaches that destination. Please note that we have no control over these charges, and we cannot predict their amount. You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.
10.6. If you wish to display the Artwork outside of the UK, you must comply with all applicable laws and regulations of the country for which the Artwork is destined. We will not be liable or responsible if you break any such law.
10.7. The risk to the Artwork passes when delivery takes place. Delivery is complete once the Artwork has been collected by you or someone on your behalf from our Gallery.
10.8. If you fail to accept delivery of the Artwork at the agreed date and time, we may charge you for the reasonable costs of storage and insurance.
11. Cancellations (Consumer)
11.1. In accordance to Consumer Contract Regulations 2013, if you are a consumer and you purchase our Artwork, you are entitled to certain cancellation rights when you buy the Artwork at a distance or off our premises (to be construed in accordance to the Consumer Contract Regulations 2013):
11.1.1. You are entitled to cancel your contract if you so wish, provided that you exercise your right no longer than 14 days after the day on which you receive the Artwork;
11.1.2. Your right to return or cancel Artwork does not apply to Artwork that are made to measure, are tailor made or are made to your specification which includes framing and framed Artwork. This does not affect your statutory rights if Artwork is faulty or not as described.
11.1.3. If you wish to exercise your right of cancellation, you are obliged to retain possession of the Artwork and take reasonable care of them until it has been returned to us.
11.2. To exercise the right to cancel pursuant to clause 11.1, you must inform us of your decision to cancel your contract by a clear statement, including details of your name, address, details of the order you wish to cancel and, where available, your phone number and email address so that we can identify your order. You can also fill in the model cancellation form which you will find by clicking here.
11.3. If you send us your cancellation notice by email or by post, then your cancellation is effective from the date you send us the email or post the letter to us. For example, you will have given us notice in time as long as you get your letter into the last post on the last day of the cancellation period or email us before midnight on that day.
11.4. Your right to return the Artwork does not apply to Artwork that is not sold at a distance or off premises and any Artwork that has been altered as per your request (i.e. framed) unless store return policy applies at the time of purchase. This doesn’t affect your statutory rights if Artwork is faulty or not as described.
11.5. If you decide to exercise your right to cancel pursuant to clause 11.1, you should return the Artwork to us at your cost within 14 days of such cancellation and we will reimburse to you (by the method used to pay for the original transaction) the amount in relation to Artwork to which cancellation rights apply.
11.6. If you wish to return the Artwork because it is faulty, you have a legal right to a refund if you return the faulty Artwork within 30 days of receiving it. You may also ask us to replace the Artwork but please note that we may be unable to replace Artwork given the nature of the products that we sell and given that all the Artwork that are sold by us are strictly subject to availability.
11.7. You may also ask us to repair the Artwork, although we may be unable to do so if the repair would be impossible or would impose excessive costs on us. In such event your remedy will be limited to either refund or replacement (subject to availability).
11.8. Please note that if we have informed you that the Artwork has certain fault with them at the time of purchase, the Artwork will not be regarded as faulty unless they have another fault than the one that has been notified to you at the time you placed an order.
12. Cancellations (Trade Users)
12.1. If you are a Trade User and you purchase our Artwork, you are entitled to certain cancellation rights in accordance to statute. You will normally be unable to return the Artwork unless they:
12.1.1. do not conform in all material respects with their description;
12.1.2. are not free from material defects in design, material and workmanship (other than the one that you were advised of at the time of placing an order;
12.1.3. are of not satisfactory quality (within the meaning of Sale of Goods Act 1979);
12.1.4. are not fit for any purpose held out by us (within the meaning of Sale of Goods Act 1979).
12.2. You will have reasonable time to inspect and examine the Artwork and given the nature of the Artwork, we consider that 2 business days after the delivery of the Artwork is reasonable. You should inspect the Artwork as soon as reasonably practicable and you must inform us promptly if the Artwork is damaged or they are not as described.
12.3. If you were specifically informed of the material defect in design, material or workmanship of the Artwork before you have placed an order, your right to return order in accordance to Clause 12.1 will be limited to such extent as is reasonable.
13. Returning the Artwork
13.1. If the Artwork was faulty or you have cancelled your purchase pursuant to clause 11.1, you must ensure that you take reasonable care of the Artwork and you must return the Artwork, together with any documentation as applicable. You must return the Artwork to us within 14 days of notifying us that they are faulty or that you wish to exercise your cancellation rights.
13.2. If you have cancelled your purchase, return postage, packaging and insurance will be your responsibility and you must follow our reasonable instructions.
13.3. We will not be responsible for the items lost or damaged in transit when you are posting them back to us and refund will be issued only if the Artwork has been returned to us in the same state as when dispatched to you. Given the nature of the goods, we strongly recommend that you use a reputable courier company and that you insure the Artwork to its full value. If we do not receive the Artwork or if it is returned to us damaged, we will be unable to issue you a refund. This does not affect your statutory rights.
13.4. Any courier charges that you have paid are non-refundable as these are enhanced delivery services as per clause 10.3.
13.5. If you are returning faulty Artwork, we will refund your reasonably incurred return postage costs provided you comply with our reasonable return instructions and you provide us with a copy receipt. Please note that we retain the right to arrange our own courier to collect the Artwork from you.
13.6. If you are based outside of the UK, you may also have to pay import/export duty or other taxes, fees and charges applied by customs or other authorities. Please ensure that you correctly complete the relevant declarations. Any additional charges for customs clearance will be your responsibility. If you are unsure about whether these charges might apply to your order, you should contact your local tax or customs office for further information.
13.7. Upon receipt of the Artwork we will need reasonable time to inspect the Artwork returned to ensure that they have not been altered in any way and that they are the same item that was sold to you. We may also make a deduction from the reimbursement for loss in value of any Artwork supplied, if the loss is the result of unnecessary or negligent handling by you or if it is returned to us damaged.
13.8. Subject to clause 13.7, we will make any refunds due to you no later than 14 days after the day we receive back from you any Artwork supplied.
13.9. You may also return the item to us by bringing it to the Gallery.
14. Our Liability to you
14.1. Nothing in these Terms limit or exclude our liability for:
14.1.1. death or personal injury caused by our negligence;
14.1.2. fraud or fraudulent misrepresentation; or
14.1.3. defective Artwork
14.1.4. any breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
14.1.5. any breach of the terms implied by section 13 to 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples);
14.1.6. any clauses that cannot be excluded under the Consumer Rights Act 2015 (if you are a consumer)
14.2. Subject to clause 14.1, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
14.2.1. any loss of profits, sales, business, or revenue;
14.2.2. loss or corruption of data, information or software;
14.2.3. loss of business opportunity;
14.2.4. loss of anticipated savings;
14.2.5. loss of goodwill; or
14.2.6. any indirect or consequential loss.
14.3. Except as expressly stated in these Terms of Business, we do not give any representation, warranties or undertakings in relation to the Artwork. Any representation, condition or warranty which might be implied or incorporated into these Terms of Business by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Artwork is suitable for your purposes.
14.4. If we fail to deliver the Artwork our liability is limited to the cost of the Artwork. However, we will not be liable to the extent that any failure to deliver was caused because you failed to provide adequate delivery instructions, pay correct delivery fee or any other instructions that are relevant to the supply of Artwork.
15. Events outside our control
15.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
15.2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
15.2.1. we will contact you as soon as reasonably possible to notify you; and
15.2.2. our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
15.3. You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, you will have to return (at our cost) any relevant Goods you have already received and we will refund the price you have paid, including any delivery charges.
16. Communication between us
16.1. When we refer to “in writing” in these Terms of Business, this includes email.
16.2. Any notice or other communication given by one of us to the other under or in connection with these Terms of Business must be in writing and sent by email.
16.3. A notice or other communication is deemed to have been received at the time it was received by us.
16.4. In proving the service of any notice, it will be sufficient to prove that such email was sent to the specified email address of the addressee.
16.5. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action in which case normal service procedures.
17.1. Without prejudice to any other rights and remedies we will have lien over the Artwork whilst there are any fees owed to us by you.
18. Assignment and Transfer
18.1. We may without restriction assign, transfer or delegate our rights and obligations under these Terms of Business to another entity but this will not affect your rights or our obligations under these Terms of Business.
18.2. You may not assign, transfer or delegate your rights and obligations under these Terms of Business without our prior written consent.
19.1. We reserve the right to change these Terms of Business at any given time, but any such changes will not affect any orders that we have accepted as at the date these Terms of Business were changed.
19.2. We may change these Terms of Business from time to time by posting a revised version of it on our Website. You will be able to see the most up to date version of the Terms of Business and the date and time of when these Terms of Business have become effective.
19.3. We may post the notice of the updated Terms of Business on our Website and we encourage you to routinely check the terms before you place an order with us.
19.4. If you access or use our Website or continue to buy from us you will be considered as having consented to all the changes to these Terms of Business.
20. Third Party Rights
20.1. Nothing in these Terms is intended to confer any benefit or entitlement on any person other than you and no such other person shall have any rights to enforce any of these Terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.
21. Entire Agreement
21.1. Except as they may be supplemented by additional terms and conditions expressly to which these Terms of Business refer, policies, guidelines or standards, these Terms of Business constitute the entire Agreement between us and you pertaining to the provision of Services, Sale of Goods or Purchase of Goods and supersede any and all prior oral or written understandings or agreements between you and us in relation to the access to and use of our Website.
22.1. If any provision or part-provision of these Terms of Business is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.
22.2. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms of Business.
23.1. If we do not insist that you perform any of your obligations under these Terms of Business, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations unless acknowledged and agreed by us in writing. Except as expressly set forth in these Terms of Business, the exercise by either party of any of its remedies under these Terms of Business will be without prejudice to its other remedies under these Terms of Business or otherwise permitted under law.
24.1. Except as expressly provided, nothing in these terms and conditions is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, nor authorise a party to make or enter into any commitments for or on behalf of the other party.
25. Governing Law
25.1. These Terms of Business, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
26.1. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms of Business.
27. Feedback and Review
27.1. We welcome and encourage you to provide feedback, comments and suggestions of how we can improve our Website or what we can do to improve the service we provide. You may submit feedback by e-mailing to us. By submitting your feedback or suggestions you grant as a non-exclusive, worldwide, royalty free, irrevocable sub licensable, perpetual license to use and publish those ideas for any purpose. You undertake and understand that if we do so there will be no compensation due to you and that any feedback submitted by you to us is non- confidential and not proprietary material to you.
28.1. We work hard to ensure that you have a good experience when purchasing Artwork from us. If we fall short of the high standards, we set upon ourselves, we would love to hear from you. We ask that you email us to firstname.lastname@example.org so that we can address your concerns without any delay.