Terms and Conditions
The terms defined below shall have the following meanings in these Standard Terms and in each Order:
“Order(s)”: means the orders of Artworks placed by the Client from Galerie Negropontes (i) on the Website by using an Order Form, or (ii) following exchanges between the Parties through acceptance of a Quote;
“Client”: means the professional entering into a contract hereunder (architect, interior designer, etc.), excluding any consumer/individual within the meaning of the applicable regulations, which placed an Order with Galerie Negropontes;
“Standard Terms”: means these standard terms of sale of Galerie Negropontes;
“Quote”: means the contractual document prepared by Galerie Negropontes detailing in particular the Artworks ordered by the Client, their price due by the Client, the Artworks’ delivery/collection address, and where applicable the transport fees payable by the Client and the delivery lead time provided as an indication only, it being understood that in case of conflict between the Quote and the Standard Terms, the Quote shall prevail;
“Order Form”: means the contractual order form accessible on the Website detailing in particular the Artworks ordered by the Client, their price due by the Client, the Artworks’ delivery/collection address, and where applicable the transport fees payable by the Client and the delivery lead time provided as an indication only;
“Galerie Negropontes”: means a one-member French société par actions simplifiées whose registered office is located at 132 boulevard du Montparnasse – 75014 Paris – France, registered with the Paris Commerce and Companies Registry under the number 534 038 344 – Intra-Community VAT number: FR91534038344 – E-mail address: firstname.lastname@example.org – Telephone + 33 (0)1 71 18 19 51, with the gallery identified as “Negropontes Galerie” being situated at 14-16 rue Jean-Jacques Rousseau – 75001 Paris;
“Party” or “Parties”: means Galerie Negropontes and/or the Client;
“Artworks”: means the design pieces and artist works marketed by Galerie Negropontes, i.e. (i) artworks produced in series; and (ii) bespoke artwork especially designed for the Client, according to the Client’s specifications; and (iii) works of art (unique pieces).
“Website”: means the website published by Galerie Negropontes, dedicated to the publication and sale of the Artworks, accessible through the following link: http://negropontes-galerie.com.
- ORDERING PROCESS
2.1 A Client intending to place an Order through the Website shall beforehand create a Client account in order to be able to access the Order Form and place its Order, knowing that (i) each Client shall have personal identifiers enabling it to access the said account (hereinafter the “Personal Identifiers”), and (ii) the Personal Identifiers are personal, confidential and may not be transferred in any manner whatsoever. Therefore, the Client alone shall be responsible for (i) protecting the confidential character of the Personal Identifiers, and (ii) any actions that may be taken by using the Personal Identifiers.
The indications concerning the availability of the Artworks are supplied upon placing of the Order, knowing that, should an Artwork be unavailable after placing of the Order, Galerie Negropontes agrees to inform the Client by email as soon as practicable. In such event, the order may be cancelled, and the Client shall be entitled to the reimbursement of any amounts already collected, where applicable, by Galerie Negropontes, without being entitled to seek any indemnification.
Any Order of Artworks placed through the Website shall be subject to full completion of the following stages by the Client:
- the Client must access its Client account;
- the Client must fill in the Order Form;
- after completing the Order Form, the Client must confirm it, accept these Standard Terms, and pay the full price in order to finalise the relevant Order.
The Client should note that, prior to final validation of its Order, it can (i) check the details of the relevant Order and the total price due; (ii) identify any errors committed when entering data; and (iii) correct such errors.
After final validation of the Order by the Client, Galerie Negropontes shall send to the Client a recapitulative email along with the corresponding invoice.
2.2 The Client may also have direct exchanges with Galerie Negropontes, so that Galerie Negropontes can prepare a Quote taking the Client’s requests into account.In case of approval of the Quote, which is valid for one (1) month, the Client must confirm its acceptance of the Quote, by any appropriate means, prior to the end of the Quote’s validity period.
2.3 The Client is obligated to ascertain the completeness and conformance of all items of information supplied to Galerie Negropontes upon placement of the Order, and in particular any information necessary for the delivery of the Artworks, as Galerie Negropontes may not be held liable for any error related to such information or for any resulting consequences.
2.4 It is agreed that:
– on the one hand, any Order amounts to a firm and final commitment assumed by the Client;
– on the other hand, any Order entails as a matter of law the Client’s full and unreserved acceptance of the Standard Terms and makes unenforceable, without any exception, any deviation from the Standard Terms and in particular any standard or special terms of purchase, whether written or oral, unless they have been previously and expressly accepted in writing by Galerie Negropontes.
- PRICE OF THE WORKS / TRANSPORT EXPENSES / DELIVERY LEAD TIMES
3.1 The price of the Artworks is expressed in euro and is indicated on the Website/Order Form or in the Quote, not including the cost of transport, it being understood that any and all direct and indirect taxes and customs duties whatsoever, payable under French regulations or under the regulations of any import or transit country, shall be borne exclusively by the Client.
3.2 Transport costs shall be borne by the Client, bearing in mind that:
– the Client may personally collect or procure the collection of the Artworks by any carrier of its choosing instructed by it at the address agreed between the Parties (i.e. directly at the address of Galerie Negropontes at 14-16 rue Jean-Jacques Rousseau
75001 Paris or at any storage place used by Galerie Negropontes);
– if the Client asks that the delivery be entrusted by Galerie Negropontes to any of its carriers, the delivery costs to be paid by the Client shall be indicated on the Order Form or on the Quote according to the delivery address agreed between the Parties.
3.3 The lead times for the delivery of the Artworks, as indicated by Galerie Negropontes, are to be deemed mere indications, as acknowledged and agreed by the Client. Therefore, no failure to comply with such delivery lead times may give rise to the application of any penalty to Galerie Negropontes and/or to any indemnification of the Client on any grounds whatsoever or to any termination or cancellation of the Order concerned.
- TERMS OF PAYMENT
4.1 In the case of Orders placed through the Website, the price shall be paid in full by the Client upon placement of each Order by wire transfer or bank card.
4.2 In the case of Orders placed through acceptance of a Quote, the price shall be paid by the Client as follows: 50% upon placement of the order and the 50% balance upon receipt of the invoice prior to delivery or collection of the Artworks.
4.3 Without prejudice to any damages that Galerie Negropontes might claim in this respect, any failure by the Client to make any payment on its due date may, at the election of Galerie Negropontes, give rise to the following sanctions:
– on the one hand, (i) immediate acceleration of all amounts due by the Client to Galerie Negropontes on any grounds whatsoever, and (ii) the suspension of all pending Orders;
– on the other hand, the rescission as a matter of law of the current Order forty-eight (48) hours after the sending by registered mail return receipt requested or by any other appropriate means of a totally or partly unsuccessful formal notice. The rescission shall also apply to all prior Orders not settled in full, whether delivered or in the process of being delivered, and whether the relevant payment is matured or not. Without prejudice to the foregoing, any amount not paid in full on its due date shall give rise to the application of interest for late payment in an amount at least equal to the applicable ECB reference rate, plus 10 percentage points and a lump-sum collection indemnity equal to forty euro for each invoice concerned.
- Galerie Negropontes does not intend to grant any early payment discount.
- RETENTION OF TITLE – TRANSFER OF THE RISKS RELATED TO THE ARTWORKS
Galerie Negropontes shall retain title to the sold Artworks until full payment of their price by the Client, i.e. until collection of the relevant amounts by Galerie Negropontes. The Client agrees not to pledge any sold Artworks that are subject to a retention of title clause or to use the same as collateral in any manner whatsoever or to resell the same until full payment of the price.
Any risk of loss or deterioration of the Artworks and any liability related to the damage that the Artworks might occasion shall be transferred to the Client:
– upon delivery to the Client if the Artworks are collected by the Client;
– upon delivery to the carrier if the Artworks are transported by a carrier selected by Galerie Negropontes or instructed by the Client.
- NON-CONFORMANCE OF THE ARTWORKS UPON RECEPTION
Upon reception of the Artworks, the Client shall check their condition, quantity and conformance with the Order. Under penalty of nullity of any related action, any complaint asserted by the Client in this respect is to be sent to Galerie Negropontes, by registered mail return receipt requested, within 48 hours from receipt of the Artworks by the Client:
- if any Artworks are missing, and subject to proper verification by Galerie Negropontes, Galerie Negropontes shall only be responsible, excluding any damages or cancellation of the relevant Order, (i) for shipping the missing Artworks at its own expense; or (ii) for issuing a credit note in the relevant amount;
- if any Artworks are non-conforming, and subject to proper verification by Galerie Negropontes after review of the returned Artworks, Galerie Negropontesshall only be responsible, as it shall see fit, excluding any damages or cancellation of the relevant Order, (i) for replacing the non-conforming Artworks by conforming Artworks; or (ii) for issuing a credit note in the relevant amount. In any event, any return by the Client of allegedly non-conforming Artworks shall be subject to the prior consent of Galerie Negropontes, in particular on the basis of an analysis of photographs of the Artworks concerned sent by the Client to Galerie Negropontes.
- LIMITATION OF THE LIABILITY OF GALERIE NEGROPONTES
It is expressly agreed between the Parties that Galerie Negropontes shall not be held liable in particular (i) in case of non-compliance with these Standard Terms by the Client and/or by the Client’s own clients, or (ii) in case of non-conforming use or improper use of the Artworks by the Client and/or by the Client’s own clients, or (iii) in case of violation of legal/regulatory rules by the Client and/or by the Client’s own clients.
- PERSONAL DATA / GDPR
Any disclosure of personal data (cellular or fixed telephone number, surname or given name, email address, post office address for the delivery of the Artworks) by the Client to Galerie Negropontes upon creation of the Client account and upon placement of any Orders relies on the Client’s consent, it being specified that such disclosure is necessary for the supply of the Artworks/the proper performance of the Orders.
The only processing operations related to such personal data consist in (i) the supply of the Artworks/the proper performance of the Orders; and (ii) the creation of a Client file so that Galerie Negropontes can carry out the following operations: newsletter publication and e-mailing.
Under French Act No. 78-17 of 6 January 1978 and (EU) Regulation 2016/679 of 27 April 2016 (hereinabove and hereinafter the “GDPR”), data subjects have an access, rectification or deletion right in relation to the personal data concerning them and the right to issue instructions related to the status of their personal data after their death. Data subjects may also oppose, on legitimate grounds, the processing of data concerning them, may request a restriction of the processing and may ask to exercise their right to the portability of their data. The Clients concerned may exercise all or part of their rights by sending an email to that end to the following email address: email@example.com.
The collected personal data shall be retained by Galerie Negropontes on French territory, exclusively for the purposes of the completion of the above processing operations, for a period of 3 years from the date of the latest interaction (email exchanges, Orders, queries, click on a hypertext link contained in an email, etc.) with the Client, subject to the specific personal data custody policy of OVH, hosting services provider of GALERIE NEGROPONTES, over which GALERIE NEGROPONTES does not exercise any control.
GALERIE NEGROPONTES agrees not to forward the above personal data to any third party, save to the carrier in charge of the delivery of the Artworks and where applicable to the service providers responsible for sending the newsletter and the emails referred to above.
Data subjects may lodge a complaint with the French Commission Nationale de l’Informatique et des Libertés (CNIL).
In any event, it is agreed that the requirement to supply the personal data detailed above is contractual in nature, as no Order for any Artwork can be completed if such data are not disclosed.
9.1 Because of the specificity and nature of the products concerned, it may happen that differences can be observed between the photographs/descriptions of the Artworks and the Artworks themselves, in particular as regards their colours, shapes and materials, and this is acknowledged and accepted by the Client.
- It is agreed that the Orders do not confer on the Client any intellectual property right whatsoever in or to the Artworks.
- GOVERNING LAW – DISPUTES
- The relationships between the Parties shall be governed by French law.
10.2 ANY DISPUTE ARISING IN CONNECTION WITH THE FORMATION AND/OR INTERPRETATION AND/OR PERFORMANCE OF THE ORDERS SHALL BE EXCLUSIVELY BROUGHT BEFORE THE COURTS OF PARIS (FRANCE), EVEN WHERE THERE ARE SEVERAL DEFENDANTS OR IN CASE OF THIRD-PARTY CLAIMS OR SUMMARY PROCEEDINGS.