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GENERAL TERMS

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GENERAL TERMS

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GENERAL TERMS

“Please read our terms.”

 

Terms and Conditions Passe-Partout – Clients

The Terms and Conditions (hereinafter: The Terms or Conditions) apply to all offers, invoices, offerings, legal contracts and relationships and to any (remotely) concluded agreement between Passe Partout and the Customer.

The Terms are available on the Passe Partout website www.passepartoutart.com and are publicly available to the public. Each client or customer also has the opportunity to receive a copy by e-mail (upon request). In the latter case the Terms will be provided without delay.

Art. 1 Definitions  

1.1         The capitalized definitions below have the following meanings in the context of these Terms:

  1. Passe Partout: Passe Partout Art Company, registered with the Chamber of Commerce under number 77831373; VAT number: NL861162377B01; e-mail: info@passepartoutart.com
  2. Customer: any counterparty (in any agreement) with Passe Partout in (Art)transactions;
  3. Parties: Passe Partout and the Customer;
  4. Artist Agent: an agent of Passe Partout working for the Artist;
  5. The Artwork(s): any Artwork offered via the website or any other channel by Passe Partout;
  6. The Artist: a counterparty of Passe Partout that offers Artworks or an Artwork via the website www.passepartoutart.com or through representation or mediation, or in any way whatsoever, by Passe Partout;
  7. Documents: documents, certificates, proofs, identification documents and the like;
  8. Order: The Artwork / Artworks that the Customer ordered in any way whatsoever;
  9. Employee: a (natural) person working under and employment agreement or on behalf of or under contract of assignment or in any way whatsoever, acting for and in name of Passe Partout.
  10. Assignment: the assignment for Passe Partout to do something or to arrange a specific Artwork for the Customer;
  11. Preservation: maintaining and keeping the Artwork or Artworks as a good steward during the reflection period. During the reflection period, the following criterion applies for the Preservation of the Artwork: The Customer agrees and accepts that he / she must adhere to the standard and in common practice accepted criterion. The Client does or does not do anything in its reasonable capacities and at least what is customary in persevering Artworks that represent a certain value (in a home situation – or whatsoever location the Artwork(s) is/are located. The Customer declares that he / she will treat the Artwork as a gallery and / or museum and / or respectable auction house would persevere the Artwork. [1].
  12. Activities: all activities carried out by Passe Partout for the Customer. These are in principle, but not exclusively, linked to the Delivery of Artworks
  13. Agreement: Agreement within the meaning of the Dutch Civil Code.

Art. 2 Applicability

2.1      These Conditions apply to all quotations, offers, assignments, activities, orders, agreements, legal relationships, deliveries of Artworks or representation by or on behalf of Passe Partout, where Passe Partout undertakes / will undertake / perform work for and/or deliver an Artwork to/for the Customer, as well as all Work and relationships arising from this Terms.

2.2      Parties can only deviate from these Terms if they have expressly agreed in writing.

2.3      If any of these Terms deviates from a condition in the order confirmation or specific Agreement, the condition included in the specific Agreement applies with regard to the contradiction only.

2.4      These Conditions also apply to any additional or follow-up Orders or other Transactions whatsoever.

2.5      These Conditions can also be invoked by those natural and legal persons who, directly or indirectly, in any way whatsoever, whether or not on the basis of an employment agreement, provide services or execute the quotation/agreement to/for the Customer on behalf of Passe Partout.

2.6      Parties expressly exclude the applicability of additional and/or deviating General Terms and Conditions of the Customer, Counterparty; Artist or third parties.

Art. 3 Personal Data Customer

3.1      The Customer is obliged to provide all Documents, including all licenses, identity documents and certificates of authenticity required in society, that Passe Partout needs in order to correctly execute the Assignment or the Delivery of the Artwork or the Artworks in the desired form/on the desired manner.

3.2      The Customer vows for and guarantees the correctness, completeness and reliability of the Documents provide by him, even if they come from third parties.

3.3      The client indemnifies Passe Partout and all its representatives against damage resulting from incorrect or incomplete Documents.

3.4      All extra costs and extra hours incurred by Passe Partout, as well as the other damage incurred by Passe Partout, due to the Customers failure to provide, or to supply in time or properly, the performance of the work and or delivery of the documents necessary for the Artwork(s), will be at the expense and for the risk of the Customer.

3.5      In the event of electronic transmission of information – including (but not limited to) certiicates of authenticity, identity documentation, drawings, appraisal reports, Artworks or documents related to the transaction – from (and on behalf of ) the Customer by Passe Partout to third parties, the Customer is designated as the Party that signs and transmits the relevant information.

3.6      Passe Partout has the right to suspend the execution of the Assignment or the Delivery until the Customer has fulfilled the obligation referred to in the first paragraph.

3.7      At the Customers first written request, Passe Partout will return the original Documents provided by the Customer to the Customer.

Art. 4 Ordering Artworks and acceptance of the Agreement

4.1      The Client orders Artworks by means of an online order form on the website www.passepartoutart.com and/or in specific transactions between representatives of Passe Partout and the Customer (at Art fairs) and/or privately and/or by auction via an auction house intended for that purpose.

4.2      On the order form, the total price of the Customers orders is shown, including the Value added tax, but excluding out of pocket costs such as external delivery costs incurred or to be incurred by Passe Partout on behalf of the Customer.

4.3      In addition to the costs referred to in Article 4.2, in specific transactions the costs uncured by Passe Partout for the Customer and the invoices form third parties engaged by Passe Partout for the benefit of the Customer may be charged to the Customer.

4.4      Passe Partout has the right to request payment of an advance if this is expressly determined by Passe Partout in a specific transaction. Failure to pay the advance (on time) may be a reason for Passe Partout to suspend (temporarily) the Works and/or the delivery of the Artwork(s).

4.5      On the order form, the Customer indicates whether he/she wants to have delivered the Artwork. See Article 4.2 on how to deal with delivery costs.

4.6      If the Customer has completed the order via the order form, he/she has thereby electronically accepted the offer, within the meaning of the Dutch Civil Code.

4.7      The Customer will receive confirmation of the Order by e-mail.

4.8      After confirmation the invoice will follow by e-mail.

4.9      After consultation with the Customer, delivery takes place in a manner per transaction or series of transactions.

Art. 5 The range of Artworks available on the website and elsewhere

5.1      Artworks are offered online on the website www.passepartoutart.com.

5.2      Artworks are also offered in other ways, such as, but not limited to:

            – auction houses;

            – art fairs;

            – galleries or other third parties;

            – via the Artist.

5.3      Passe Partout does everything necessary to ensure that all Artworks appear truthfully and without errors on the website. Each Artwork is adequately described.

5.4      Passe Partout is is no way liable for errors, omissions and other shortcomings due to (the actions of) the Artist and/or third parties and/or the Customer.

5.5      Passe Partout is also in no way liable for afterwards incorrect information on the website or deviaties in color or the photos and/or images of the Artworks.

Art. 6 Collection of the Artwork(s) and Payment

6.1      If the Customer wishes to ‘takeaway’ the Artwork and collect it at a certain location, the Customer must indicate this on the order form, after which Passe Partout will contact the Client.

6.2      The location for collection the Artwork(s) may differ per Artwork and will sometimes also be done at the Artist atelier or a designated location by the Artists.

6.3      After receipt of confirmation of Payment, delivery will be made within the meaning of Article 7 of these Conditions or an appointment will be made for the collection of the Artwork.

Art. 7 Delivery of the Artwork(s)

7.1      In accordance with Article 4.9 of these Conditions, delivery takes place after consultation with the Customer in a manner discussed per transaction or series of transactions.

Art. 8 Delivery time standards

8.1      In principle, the estimated delivery time is in accordance with the delivery time stated on the website for each Artwork.

8.2      Passe Partout explicitly excludes any liability for (consequential) damage due to exceeding the delivery time.

8.3      Passe Partout keeps the Customer informed about the Delivery and the delivery time. In particular in cases where the Delivery Time deviated as referred to in Article 8.2 of these Conditions.

 Art. 9 Retourneren van Kunstwerken binnen de bedenktermijn

9.1      In case the Customer is not satisfied with the purchase, the Customer can offer the Artwork within 7 (seven) calendar days for return.

9.2      Passe Partout and the Customer agree in accordance with the manner set out in Article 4.9 of these Conditions with regard to the delivery, agreed on a method, time, date and place to return the Artwork(s).

Art. 10 Customer Responsibility or Conservation in Reflection Period

10.1    The Customer is obliged to Preserve the Artwork(s) during the Reflection period.

10.2    Passe Partout provides customized conservation guidelines for the Client who needs it.

Art. 11 Liability

11.1    The delivery or other delivery methods are at the expense and risk of the Customer, unless explicitly deviated from in a specific written agreement and transaction.

11.2    In case based on Art. 11.1 of these Conditions the method deviates from liability for the Artist, he can never be held liable for more than the original sales price.

11.3    In case based on Art. 11.1 of these Conditions the risk does not lie with the Customer in the delivery or other cases of be spoke delivery, the risk rests with the Customer at the moment that the Customer takes delivery of the Artwork and/or has it delivered or has taken delivery.

11.4    The Customer is fully liable for all damage to the Artwork(s) that occurred during the reflection period, including any derived forms of (consequential) damage. However, the Client can never be held liable for more than three times the costs of the Artwork, unless he has not adhered to the standard for Conservation during the reflection period.

11.5    Passe Partout excludes any liability for damage caused to the Client on any ground, unless expressly and explicitly agreed otherwise between the parties in a specific written agreement and specific transaction.

Art. 12 Laws and Regulations

12.1    The Client fully cooperates with the obligations that arise for Passe Partout from the applicable laws and regulations.

12.2    Passe Partout takes appropriate measures to protect the personal data and other confidential information from the Customer. Passe Partout will inform Employees and third parties to be engaged about the confidential nature of the information in cases where this applies. Processing of personal data by Passe Partout takes place in accordance with the applicable (inter) national laws and regulations in the field of protection of personal data, such as the AVR (GDPR).

12.3    The Client is aware that Passe Partout is in some cases obliged to disclose (confidential) information to the Client on the basis of (inter) national laws or regulations. To the extent necessary, the Customer hereby gives its consent and cooperation to such disclosure, including (but not limited to) in the event that Passe Partout:

  1. must report any unusual transactions that have become known, executed or planned during the performance of his Work, or report unusual transactions to the authorities set up by the government for this purpose;
  2. must report fraud in certain situations;
  3. is obliged to conduct an investigation into the (identity of) the Customer, or the client’s service and / or auxiliary person.

12.4    Passe Partout excludes any liability for damage caused to the Client as a result of Passe Partout’s compliance with the applicable laws and regulations.

12.5    Parties will impose their obligations under this Article 13 of these Conditions on third parties to be engaged by them.

Art. 13 Intellectual Property

13.1    The execution of the Assignment and / or the Delivery by Passe Partout does not also include the transfer of intellectual property rights that rest with Passe Partout and / or the Artist. All intellectual property rights that arise during, or ensue from, the execution of the Assignment and / or Delivery belong to Passe Partout and / or the Artist.

13.2    The Customer is expressly forbidden to reproduce, disclose or publish the products on which the intellectual property rights of Passe Partout and/or the Artists rest, or products on which the IP-rights of Passe Partout have acquired user rights. This includes (but is not limited to): paintings, designs, drawings, images, photographs, writings, etchings, combinations of artworks and other fruits of the mind. This explicitly does not concern purchased and paid Artworks.

13.3    The Client is not permitted to provide the Artworks referred to in the second paragraph of this Article 13 of the Conditions to third parties without the prior written permission of Passe Partout and the Artist.

Art. 14 Force Majeure

14.1    If Passe Partout cannot, not timely or properly fulfill the obligations under the Agreement as a result of force majeure within the meaning of Section 6:75 of the Dutch Civil Code, those obligations will be suspended until such time as Passe Partout is able to in the agreed manner.

14.2    If a force majeure is invoked by Passe Partout on the occurrence of the force majeure situation and Passe Partout has already partially fulfilled the agreed obligations, Passe Partout is entitled to invoice the Work performed or the separate part of the Delivery separately and in the interim and the Customer must pay this invoice as if it were a separate transaction.

Art. 15 Sales price and (additional) costs

15.1    The Delivery carried out by Passe Partout is made on the basis of payment of the invoice to the Customer, unless agreed otherwise in writing. Travel time and accommodation costs for the Delivery are charged (separately).

15.2    In addition to the Sales Price, costs incurred by the Passe Partout and the invoices from third parties engaged by Passe Partout will be charged to the Customer.

15.3    Passe Partout has the right to request payment of an advance from the Customer in cases where the standard situation of prepayment does not apply.

Art. 16 Passe Partouts right to suspend

16.1    Failure to pay the advance (on time) may be a reason for Passe Partout to (temporarily) suspend the Work(s) and/or the Delivery of the Artwork(s)

Art. 17 Expiry period for complaints and claims

17.1    Unless otherwise provided in these General Terms and Conditions, all complaints, rights of action, claims and other powers of the Client for whatever reason against Passe Partoiut in connection with the performance of the Work and/or the Delivery of the Artwork(s), in any case after one year the moment when Passe Partout became known or should reasonably have been aware of the existence of these rights or in the case of complaints and claims after three months after the signing of the Agreement or the completion of the purchase in specified cases.

 Art. 18 Applicable Law and Forum

18.1    Dutch law applies to these General Terms and Conditions.

18.2    All disputes will be settled by the competent court in the district in which Passe Partout is located.

18.3    In specific cases, such as, but not limited to, the purchase of Artworks with a Sales Price of more than one hundred thousand euros (€ 100,000), Parties to the Agreement may opt for arbitration in that specific transaction.

 Art. 19 Reparation clause

19.1    If any provision of these General Terms and Conditions or of the underlying Agreement should be wholly or partly void and / or not valid and / or unenforceable, as a result of any statutory regulation, court decision or otherwise, this will not be affecting the validity of all other of these Terms and Conditions or the underlying Agreement.

 [1] The explanation of the definition of Preservation, in particular the standard that applies, is an integral part of these Conditions. The Client is aware of the fact that Passe Partout will charge damage to the Client due to improper conservation.

 

Gallery Statement

We Started
With The Love
for Art.

It was built out of shared love for art and belief that everyone should have the opportunity to enjoy and acquire art.

With a unique and innovative  philosophy on how to present the works of the artists we represent we not only hope to reach young starting collectors but also the more established collectors who are looking for additional works to enrich their homes or places of business.

Passe Partout – Art Company works closely with emerging and established international artists from all over the world and are committed to nurturing the careers of all our artists by offering professional support.

The Passe Partout – Art Company  strongly believes that art enhances the work environment and therefore works closely together with companies to enhance there places of business with contemporary art. We believe art is a great way to communicate and provide art advisory services to our valued customers free of charge. For companies displaying art it is a great way to show their core values and social-cultural side. The Passe Partout-Art Company sees it as their mission to show entrepreneurs the power, value and importance of art within their places of business.

GENERAL TERMS

“PLEASE READ OUR TERMS.”

 

Terms and Conditions Passe-Partout – Clients

The Terms and Conditions (hereinafter: The Terms or Conditions) apply to all offers, invoices, offerings, legal contracts and relationships and to any (remotely) concluded agreement between Passe Partout and the Customer.

The Terms are available on the Passe Partout website www.passepartoutart.com and are publicly available to the public. Each client or customer also has the opportunity to receive a copy by e-mail (upon request). In the latter case the Terms will be provided without delay.

Art. 1 Definitions  

1.1         The capitalized definitions below have the following meanings in the context of these Terms:

  1. Passe Partout: Passe Partout Art Company, registered with the Chamber of Commerce under number 77831373; VAT number: NL861162377B01; e-mail: info@passepartoutart.com
  2. Customer: any counterparty (in any agreement) with Passe Partout in (Art)transactions;
  3. Parties: Passe Partout and the Customer;
  4. Artist Agent: an agent of Passe Partout working for the Artist;
  5. The Artwork(s): any Artwork offered via the website or any other channel by Passe Partout;
  6. The Artist: a counterparty of Passe Partout that offers Artworks or an Artwork via the website www.passepartoutart.com or through representation or mediation, or in any way whatsoever, by Passe Partout;
  7. Documents: documents, certificates, proofs, identification documents and the like;
  8. Order: The Artwork / Artworks that the Customer ordered in any way whatsoever;
  9. Employee: a (natural) person working under and employment agreement or on behalf of or under contract of assignment or in any way whatsoever, acting for and in name of Passe Partout.
  10. Assignment: the assignment for Passe Partout to do something or to arrange a specific Artwork for the Customer;
  11. Preservation: maintaining and keeping the Artwork or Artworks as a good steward during the reflection period. During the reflection period, the following criterion applies for the Preservation of the Artwork: The Customer agrees and accepts that he / she must adhere to the standard and in common practice accepted criterion. The Client does or does not do anything in its reasonable capacities and at least what is customary in persevering Artworks that represent a certain value (in a home situation – or whatsoever location the Artwork(s) is/are located. The Customer declares that he / she will treat the Artwork as a gallery and / or museum and / or respectable auction house would persevere the Artwork. [1].
  12. Activities: all activities carried out by Passe Partout for the Customer. These are in principle, but not exclusively, linked to the Delivery of Artworks
  13. Agreement: Agreement within the meaning of the Dutch Civil Code.

Art. 2 Applicability

2.1      These Conditions apply to all quotations, offers, assignments, activities, orders, agreements, legal relationships, deliveries of Artworks or representation by or on behalf of Passe Partout, where Passe Partout undertakes / will undertake / perform work for and/or deliver an Artwork to/for the Customer, as well as all Work and relationships arising from this Terms.

2.2      Parties can only deviate from these Terms if they have expressly agreed in writing.

2.3      If any of these Terms deviates from a condition in the order confirmation or specific Agreement, the condition included in the specific Agreement applies with regard to the contradiction only.

2.4      These Conditions also apply to any additional or follow-up Orders or other Transactions whatsoever.

2.5      These Conditions can also be invoked by those natural and legal persons who, directly or indirectly, in any way whatsoever, whether or not on the basis of an employment agreement, provide services or execute the quotation/agreement to/for the Customer on behalf of Passe Partout.

2.6      Parties expressly exclude the applicability of additional and/or deviating General Terms and Conditions of the Customer, Counterparty; Artist or third parties.

Art. 3 Personal Data Customer

3.1      The Customer is obliged to provide all Documents, including all licenses, identity documents and certificates of authenticity required in society, that Passe Partout needs in order to correctly execute the Assignment or the Delivery of the Artwork or the Artworks in the desired form/on the desired manner.

3.2      The Customer vows for and guarantees the correctness, completeness and reliability of the Documents provide by him, even if they come from third parties.

3.3      The client indemnifies Passe Partout and all its representatives against damage resulting from incorrect or incomplete Documents.

3.4      All extra costs and extra hours incurred by Passe Partout, as well as the other damage incurred by Passe Partout, due to the Customers failure to provide, or to supply in time or properly, the performance of the work and or delivery of the documents necessary for the Artwork(s), will be at the expense and for the risk of the Customer.

3.5      In the event of electronic transmission of information – including (but not limited to) certiicates of authenticity, identity documentation, drawings, appraisal reports, Artworks or documents related to the transaction – from (and on behalf of ) the Customer by Passe Partout to third parties, the Customer is designated as the Party that signs and transmits the relevant information.

3.6      Passe Partout has the right to suspend the execution of the Assignment or the Delivery until the Customer has fulfilled the obligation referred to in the first paragraph.

3.7      At the Customers first written request, Passe Partout will return the original Documents provided by the Customer to the Customer.

Art. 4 Ordering Artworks and acceptance of the Agreement

4.1      The Client orders Artworks by means of an online order form on the website www.passepartoutart.com and/or in specific transactions between representatives of Passe Partout and the Customer (at Art fairs) and/or privately and/or by auction via an auction house intended for that purpose.

4.2      On the order form, the total price of the Customers orders is shown, including the Value added tax, but excluding out of pocket costs such as external delivery costs incurred or to be incurred by Passe Partout on behalf of the Customer.

4.3      In addition to the costs referred to in Article 4.2, in specific transactions the costs uncured by Passe Partout for the Customer and the invoices form third parties engaged by Passe Partout for the benefit of the Customer may be charged to the Customer.

4.4      Passe Partout has the right to request payment of an advance if this is expressly determined by Passe Partout in a specific transaction. Failure to pay the advance (on time) may be a reason for Passe Partout to suspend (temporarily) the Works and/or the delivery of the Artwork(s).

4.5      On the order form, the Customer indicates whether he/she wants to have delivered the Artwork. See Article 4.2 on how to deal with delivery costs.

4.6      If the Customer has completed the order via the order form, he/she has thereby electronically accepted the offer, within the meaning of the Dutch Civil Code.

4.7      The Customer will receive confirmation of the Order by e-mail.

4.8      After confirmation the invoice will follow by e-mail.

4.9      After consultation with the Customer, delivery takes place in a manner per transaction or series of transactions.

Art. 5 The range of Artworks available on the website and elsewhere

5.1      Artworks are offered online on the website www.passepartoutart.com.

5.2      Artworks are also offered in other ways, such as, but not limited to:

            – auction houses;

            – art fairs;

            – galleries or other third parties;

            – via the Artist.

5.3      Passe Partout does everything necessary to ensure that all Artworks appear truthfully and without errors on the website. Each Artwork is adequately described.

5.4      Passe Partout is is no way liable for errors, omissions and other shortcomings due to (the actions of) the Artist and/or third parties and/or the Customer.

5.5      Passe Partout is also in no way liable for afterwards incorrect information on the website or deviaties in color or the photos and/or images of the Artworks.

Art. 6 Collection of the Artwork(s) and Payment

6.1      If the Customer wishes to ‘takeaway’ the Artwork and collect it at a certain location, the Customer must indicate this on the order form, after which Passe Partout will contact the Client.

6.2      The location for collection the Artwork(s) may differ per Artwork and will sometimes also be done at the Artist atelier or a designated location by the Artists.

6.3      After receipt of confirmation of Payment, delivery will be made within the meaning of Article 7 of these Conditions or an appointment will be made for the collection of the Artwork.

Art. 7 Delivery of the Artwork(s)

7.1      In accordance with Article 4.9 of these Conditions, delivery takes place after consultation with the Customer in a manner discussed per transaction or series of transactions.

Art. 8 Delivery time standards

8.1      In principle, the estimated delivery time is in accordance with the delivery time stated on the website for each Artwork.

8.2      Passe Partout explicitly excludes any liability for (consequential) damage due to exceeding the delivery time.

8.3      Passe Partout keeps the Customer informed about the Delivery and the delivery time. In particular in cases where the Delivery Time deviated as referred to in Article 8.2 of these Conditions.

 Art. 9 Retourneren van Kunstwerken binnen de bedenktermijn

9.1      In case the Customer is not satisfied with the purchase, the Customer can offer the Artwork within 7 (seven) calendar days for return.

9.2      Passe Partout and the Customer agree in accordance with the manner set out in Article 4.9 of these Conditions with regard to the delivery, agreed on a method, time, date and place to return the Artwork(s).

Art. 10 Customer Responsibility or Conservation in Reflection Period

10.1    The Customer is obliged to Preserve the Artwork(s) during the Reflection period.

10.2    Passe Partout provides customized conservation guidelines for the Client who needs it.

Art. 11 Liability

11.1    The delivery or other delivery methods are at the expense and risk of the Customer, unless explicitly deviated from in a specific written agreement and transaction.

11.2    In case based on Art. 11.1 of these Conditions the method deviates from liability for the Artist, he can never be held liable for more than the original sales price.

11.3    In case based on Art. 11.1 of these Conditions the risk does not lie with the Customer in the delivery or other cases of be spoke delivery, the risk rests with the Customer at the moment that the Customer takes delivery of the Artwork and/or has it delivered or has taken delivery.

11.4    The Customer is fully liable for all damage to the Artwork(s) that occurred during the reflection period, including any derived forms of (consequential) damage. However, the Client can never be held liable for more than three times the costs of the Artwork, unless he has not adhered to the standard for Conservation during the reflection period.

11.5    Passe Partout excludes any liability for damage caused to the Client on any ground, unless expressly and explicitly agreed otherwise between the parties in a specific written agreement and specific transaction.

Art. 12 Laws and Regulations

12.1    The Client fully cooperates with the obligations that arise for Passe Partout from the applicable laws and regulations.

12.2    Passe Partout takes appropriate measures to protect the personal data and other confidential information from the Customer. Passe Partout will inform Employees and third parties to be engaged about the confidential nature of the information in cases where this applies. Processing of personal data by Passe Partout takes place in accordance with the applicable (inter) national laws and regulations in the field of protection of personal data, such as the AVR (GDPR).

12.3    The Client is aware that Passe Partout is in some cases obliged to disclose (confidential) information to the Client on the basis of (inter) national laws or regulations. To the extent necessary, the Customer hereby gives its consent and cooperation to such disclosure, including (but not limited to) in the event that Passe Partout:

  1. must report any unusual transactions that have become known, executed or planned during the performance of his Work, or report unusual transactions to the authorities set up by the government for this purpose;
  2. must report fraud in certain situations;
  3. is obliged to conduct an investigation into the (identity of) the Customer, or the client’s service and / or auxiliary person.

12.4    Passe Partout excludes any liability for damage caused to the Client as a result of Passe Partout’s compliance with the applicable laws and regulations.

12.5    Parties will impose their obligations under this Article 13 of these Conditions on third parties to be engaged by them.

Art. 13 Intellectual Property

13.1    The execution of the Assignment and / or the Delivery by Passe Partout does not also include the transfer of intellectual property rights that rest with Passe Partout and / or the Artist. All intellectual property rights that arise during, or ensue from, the execution of the Assignment and / or Delivery belong to Passe Partout and / or the Artist.

13.2    The Customer is expressly forbidden to reproduce, disclose or publish the products on which the intellectual property rights of Passe Partout and/or the Artists rest, or products on which the IP-rights of Passe Partout have acquired user rights. This includes (but is not limited to): paintings, designs, drawings, images, photographs, writings, etchings, combinations of artworks and other fruits of the mind. This explicitly does not concern purchased and paid Artworks.

13.3    The Client is not permitted to provide the Artworks referred to in the second paragraph of this Article 13 of the Conditions to third parties without the prior written permission of Passe Partout and the Artist.

Art. 14 Force Majeure

14.1    If Passe Partout cannot, not timely or properly fulfill the obligations under the Agreement as a result of force majeure within the meaning of Section 6:75 of the Dutch Civil Code, those obligations will be suspended until such time as Passe Partout is able to in the agreed manner.

14.2    If a force majeure is invoked by Passe Partout on the occurrence of the force majeure situation and Passe Partout has already partially fulfilled the agreed obligations, Passe Partout is entitled to invoice the Work performed or the separate part of the Delivery separately and in the interim and the Customer must pay this invoice as if it were a separate transaction.

Art. 15 Sales price and (additional) costs

15.1    The Delivery carried out by Passe Partout is made on the basis of payment of the invoice to the Customer, unless agreed otherwise in writing. Travel time and accommodation costs for the Delivery are charged (separately).

15.2    In addition to the Sales Price, costs incurred by the Passe Partout and the invoices from third parties engaged by Passe Partout will be charged to the Customer.

15.3    Passe Partout has the right to request payment of an advance from the Customer in cases where the standard situation of prepayment does not apply.

Art. 16 Passe Partouts right to suspend

16.1    Failure to pay the advance (on time) may be a reason for Passe Partout to (temporarily) suspend the Work(s) and/or the Delivery of the Artwork(s)

Art. 17 Expiry period for complaints and claims

17.1    Unless otherwise provided in these General Terms and Conditions, all complaints, rights of action, claims and other powers of the Client for whatever reason against Passe Partoiut in connection with the performance of the Work and/or the Delivery of the Artwork(s), in any case after one year the moment when Passe Partout became known or should reasonably have been aware of the existence of these rights or in the case of complaints and claims after three months after the signing of the Agreement or the completion of the purchase in specified cases.

 Art. 18 Applicable Law and Forum

18.1    Dutch law applies to these General Terms and Conditions.

18.2    All disputes will be settled by the competent court in the district in which Passe Partout is located.

18.3    In specific cases, such as, but not limited to, the purchase of Artworks with a Sales Price of more than one hundred thousand euros (€ 100,000), Parties to the Agreement may opt for arbitration in that specific transaction.

 Art. 19 Reparation clause

19.1    If any provision of these General Terms and Conditions or of the underlying Agreement should be wholly or partly void and / or not valid and / or unenforceable, as a result of any statutory regulation, court decision or otherwise, this will not be affecting the validity of all other of these Terms and Conditions or the underlying Agreement.

 [1] The explanation of the definition of Preservation, in particular the standard that applies, is an integral part of these Conditions. The Client is aware of the fact that Passe Partout will charge damage to the Client due to improper conservation.

 

GENERAL TERMS

“PLEASE READ OUR TERMS.”

 

Terms and Conditions Passe-Partout – Clients

The Terms and Conditions (hereinafter: The Terms or Conditions) apply to all offers, invoices, offerings, legal contracts and relationships and to any (remotely) concluded agreement between Passe Partout and the Customer.

The Terms are available on the Passe Partout website www.passepartoutart.com and are publicly available to the public. Each client or customer also has the opportunity to receive a copy by e-mail (upon request). In the latter case the Terms will be provided without delay.

Art. 1 Definitions  

1.1         The capitalized definitions below have the following meanings in the context of these Terms:

  1. Passe Partout: Passe Partout Art Company, registered with the Chamber of Commerce under number 77831373; VAT number: NL861162377B01; e-mail: info@passepartoutart.com
  2. Customer: any counterparty (in any agreement) with Passe Partout in (Art)transactions;
  3. Parties: Passe Partout and the Customer;
  4. Artist Agent: an agent of Passe Partout working for the Artist;
  5. The Artwork(s): any Artwork offered via the website or any other channel by Passe Partout;
  6. The Artist: a counterparty of Passe Partout that offers Artworks or an Artwork via the website www.passepartoutart.com or through representation or mediation, or in any way whatsoever, by Passe Partout;
  7. Documents: documents, certificates, proofs, identification documents and the like;
  8. Order: The Artwork / Artworks that the Customer ordered in any way whatsoever;
  9. Employee: a (natural) person working under and employment agreement or on behalf of or under contract of assignment or in any way whatsoever, acting for and in name of Passe Partout.
  10. Assignment: the assignment for Passe Partout to do something or to arrange a specific Artwork for the Customer;
  11. Preservation: maintaining and keeping the Artwork or Artworks as a good steward during the reflection period. During the reflection period, the following criterion applies for the Preservation of the Artwork: The Customer agrees and accepts that he / she must adhere to the standard and in common practice accepted criterion. The Client does or does not do anything in its reasonable capacities and at least what is customary in persevering Artworks that represent a certain value (in a home situation – or whatsoever location the Artwork(s) is/are located. The Customer declares that he / she will treat the Artwork as a gallery and / or museum and / or respectable auction house would persevere the Artwork. [1].
  12. Activities: all activities carried out by Passe Partout for the Customer. These are in principle, but not exclusively, linked to the Delivery of Artworks
  13. Agreement: Agreement within the meaning of the Dutch Civil Code.

Art. 2 Applicability

2.1      These Conditions apply to all quotations, offers, assignments, activities, orders, agreements, legal relationships, deliveries of Artworks or representation by or on behalf of Passe Partout, where Passe Partout undertakes / will undertake / perform work for and/or deliver an Artwork to/for the Customer, as well as all Work and relationships arising from this Terms.

2.2      Parties can only deviate from these Terms if they have expressly agreed in writing.

2.3      If any of these Terms deviates from a condition in the order confirmation or specific Agreement, the condition included in the specific Agreement applies with regard to the contradiction only.

2.4      These Conditions also apply to any additional or follow-up Orders or other Transactions whatsoever.

2.5      These Conditions can also be invoked by those natural and legal persons who, directly or indirectly, in any way whatsoever, whether or not on the basis of an employment agreement, provide services or execute the quotation/agreement to/for the Customer on behalf of Passe Partout.

2.6      Parties expressly exclude the applicability of additional and/or deviating General Terms and Conditions of the Customer, Counterparty; Artist or third parties.

Art. 3 Personal Data Customer

3.1      The Customer is obliged to provide all Documents, including all licenses, identity documents and certificates of authenticity required in society, that Passe Partout needs in order to correctly execute the Assignment or the Delivery of the Artwork or the Artworks in the desired form/on the desired manner.

3.2      The Customer vows for and guarantees the correctness, completeness and reliability of the Documents provide by him, even if they come from third parties.

3.3      The client indemnifies Passe Partout and all its representatives against damage resulting from incorrect or incomplete Documents.

3.4      All extra costs and extra hours incurred by Passe Partout, as well as the other damage incurred by Passe Partout, due to the Customers failure to provide, or to supply in time or properly, the performance of the work and or delivery of the documents necessary for the Artwork(s), will be at the expense and for the risk of the Customer.

3.5      In the event of electronic transmission of information – including (but not limited to) certiicates of authenticity, identity documentation, drawings, appraisal reports, Artworks or documents related to the transaction – from (and on behalf of ) the Customer by Passe Partout to third parties, the Customer is designated as the Party that signs and transmits the relevant information.

3.6      Passe Partout has the right to suspend the execution of the Assignment or the Delivery until the Customer has fulfilled the obligation referred to in the first paragraph.

3.7      At the Customers first written request, Passe Partout will return the original Documents provided by the Customer to the Customer.

Art. 4 Ordering Artworks and acceptance of the Agreement

4.1      The Client orders Artworks by means of an online order form on the website www.passepartoutart.com and/or in specific transactions between representatives of Passe Partout and the Customer (at Art fairs) and/or privately and/or by auction via an auction house intended for that purpose.

4.2      On the order form, the total price of the Customers orders is shown, including the Value added tax, but excluding out of pocket costs such as external delivery costs incurred or to be incurred by Passe Partout on behalf of the Customer.

4.3      In addition to the costs referred to in Article 4.2, in specific transactions the costs uncured by Passe Partout for the Customer and the invoices form third parties engaged by Passe Partout for the benefit of the Customer may be charged to the Customer.

4.4      Passe Partout has the right to request payment of an advance if this is expressly determined by Passe Partout in a specific transaction. Failure to pay the advance (on time) may be a reason for Passe Partout to suspend (temporarily) the Works and/or the delivery of the Artwork(s).

4.5      On the order form, the Customer indicates whether he/she wants to have delivered the Artwork. See Article 4.2 on how to deal with delivery costs.

4.6      If the Customer has completed the order via the order form, he/she has thereby electronically accepted the offer, within the meaning of the Dutch Civil Code.

4.7      The Customer will receive confirmation of the Order by e-mail.

4.8      After confirmation the invoice will follow by e-mail.

4.9      After consultation with the Customer, delivery takes place in a manner per transaction or series of transactions.

Art. 5 The range of Artworks available on the website and elsewhere

5.1      Artworks are offered online on the website www.passepartoutart.com.

5.2      Artworks are also offered in other ways, such as, but not limited to:

            – auction houses;

            – art fairs;

            – galleries or other third parties;

            – via the Artist.

5.3      Passe Partout does everything necessary to ensure that all Artworks appear truthfully and without errors on the website. Each Artwork is adequately described.

5.4      Passe Partout is is no way liable for errors, omissions and other shortcomings due to (the actions of) the Artist and/or third parties and/or the Customer.

5.5      Passe Partout is also in no way liable for afterwards incorrect information on the website or deviaties in color or the photos and/or images of the Artworks.

Art. 6 Collection of the Artwork(s) and Payment

6.1      If the Customer wishes to ‘takeaway’ the Artwork and collect it at a certain location, the Customer must indicate this on the order form, after which Passe Partout will contact the Client.

6.2      The location for collection the Artwork(s) may differ per Artwork and will sometimes also be done at the Artist atelier or a designated location by the Artists.

6.3      After receipt of confirmation of Payment, delivery will be made within the meaning of Article 7 of these Conditions or an appointment will be made for the collection of the Artwork.

Art. 7 Delivery of the Artwork(s)

7.1      In accordance with Article 4.9 of these Conditions, delivery takes place after consultation with the Customer in a manner discussed per transaction or series of transactions.

Art. 8 Delivery time standards

8.1      In principle, the estimated delivery time is in accordance with the delivery time stated on the website for each Artwork.

8.2      Passe Partout explicitly excludes any liability for (consequential) damage due to exceeding the delivery time.

8.3      Passe Partout keeps the Customer informed about the Delivery and the delivery time. In particular in cases where the Delivery Time deviated as referred to in Article 8.2 of these Conditions.

 Art. 9 Retourneren van Kunstwerken binnen de bedenktermijn

9.1      In case the Customer is not satisfied with the purchase, the Customer can offer the Artwork within 7 (seven) calendar days for return.

9.2      Passe Partout and the Customer agree in accordance with the manner set out in Article 4.9 of these Conditions with regard to the delivery, agreed on a method, time, date and place to return the Artwork(s).

Art. 10 Customer Responsibility or Conservation in Reflection Period

10.1    The Customer is obliged to Preserve the Artwork(s) during the Reflection period.

10.2    Passe Partout provides customized conservation guidelines for the Client who needs it.

Art. 11 Liability

11.1    The delivery or other delivery methods are at the expense and risk of the Customer, unless explicitly deviated from in a specific written agreement and transaction.

11.2    In case based on Art. 11.1 of these Conditions the method deviates from liability for the Artist, he can never be held liable for more than the original sales price.

11.3    In case based on Art. 11.1 of these Conditions the risk does not lie with the Customer in the delivery or other cases of be spoke delivery, the risk rests with the Customer at the moment that the Customer takes delivery of the Artwork and/or has it delivered or has taken delivery.

11.4    The Customer is fully liable for all damage to the Artwork(s) that occurred during the reflection period, including any derived forms of (consequential) damage. However, the Client can never be held liable for more than three times the costs of the Artwork, unless he has not adhered to the standard for Conservation during the reflection period.

11.5    Passe Partout excludes any liability for damage caused to the Client on any ground, unless expressly and explicitly agreed otherwise between the parties in a specific written agreement and specific transaction.

Art. 12 Laws and Regulations

12.1    The Client fully cooperates with the obligations that arise for Passe Partout from the applicable laws and regulations.

12.2    Passe Partout takes appropriate measures to protect the personal data and other confidential information from the Customer. Passe Partout will inform Employees and third parties to be engaged about the confidential nature of the information in cases where this applies. Processing of personal data by Passe Partout takes place in accordance with the applicable (inter) national laws and regulations in the field of protection of personal data, such as the AVR (GDPR).

12.3    The Client is aware that Passe Partout is in some cases obliged to disclose (confidential) information to the Client on the basis of (inter) national laws or regulations. To the extent necessary, the Customer hereby gives its consent and cooperation to such disclosure, including (but not limited to) in the event that Passe Partout:

  1. must report any unusual transactions that have become known, executed or planned during the performance of his Work, or report unusual transactions to the authorities set up by the government for this purpose;
  2. must report fraud in certain situations;
  3. is obliged to conduct an investigation into the (identity of) the Customer, or the client’s service and / or auxiliary person.

12.4    Passe Partout excludes any liability for damage caused to the Client as a result of Passe Partout’s compliance with the applicable laws and regulations.

12.5    Parties will impose their obligations under this Article 13 of these Conditions on third parties to be engaged by them.

Art. 13 Intellectual Property

13.1    The execution of the Assignment and / or the Delivery by Passe Partout does not also include the transfer of intellectual property rights that rest with Passe Partout and / or the Artist. All intellectual property rights that arise during, or ensue from, the execution of the Assignment and / or Delivery belong to Passe Partout and / or the Artist.

13.2    The Customer is expressly forbidden to reproduce, disclose or publish the products on which the intellectual property rights of Passe Partout and/or the Artists rest, or products on which the IP-rights of Passe Partout have acquired user rights. This includes (but is not limited to): paintings, designs, drawings, images, photographs, writings, etchings, combinations of artworks and other fruits of the mind. This explicitly does not concern purchased and paid Artworks.

13.3    The Client is not permitted to provide the Artworks referred to in the second paragraph of this Article 13 of the Conditions to third parties without the prior written permission of Passe Partout and the Artist.

Art. 14 Force Majeure

14.1    If Passe Partout cannot, not timely or properly fulfill the obligations under the Agreement as a result of force majeure within the meaning of Section 6:75 of the Dutch Civil Code, those obligations will be suspended until such time as Passe Partout is able to in the agreed manner.

14.2    If a force majeure is invoked by Passe Partout on the occurrence of the force majeure situation and Passe Partout has already partially fulfilled the agreed obligations, Passe Partout is entitled to invoice the Work performed or the separate part of the Delivery separately and in the interim and the Customer must pay this invoice as if it were a separate transaction.

Art. 15 Sales price and (additional) costs

15.1    The Delivery carried out by Passe Partout is made on the basis of payment of the invoice to the Customer, unless agreed otherwise in writing. Travel time and accommodation costs for the Delivery are charged (separately).

15.2    In addition to the Sales Price, costs incurred by the Passe Partout and the invoices from third parties engaged by Passe Partout will be charged to the Customer.

15.3    Passe Partout has the right to request payment of an advance from the Customer in cases where the standard situation of prepayment does not apply.

Art. 16 Passe Partouts right to suspend

16.1    Failure to pay the advance (on time) may be a reason for Passe Partout to (temporarily) suspend the Work(s) and/or the Delivery of the Artwork(s)

Art. 17 Expiry period for complaints and claims

17.1    Unless otherwise provided in these General Terms and Conditions, all complaints, rights of action, claims and other powers of the Client for whatever reason against Passe Partoiut in connection with the performance of the Work and/or the Delivery of the Artwork(s), in any case after one year the moment when Passe Partout became known or should reasonably have been aware of the existence of these rights or in the case of complaints and claims after three months after the signing of the Agreement or the completion of the purchase in specified cases.

 Art. 18 Applicable Law and Forum

18.1    Dutch law applies to these General Terms and Conditions.

18.2    All disputes will be settled by the competent court in the district in which Passe Partout is located.

18.3    In specific cases, such as, but not limited to, the purchase of Artworks with a Sales Price of more than one hundred thousand euros (€ 100,000), Parties to the Agreement may opt for arbitration in that specific transaction.

 Art. 19 Reparation clause

19.1    If any provision of these General Terms and Conditions or of the underlying Agreement should be wholly or partly void and / or not valid and / or unenforceable, as a result of any statutory regulation, court decision or otherwise, this will not be affecting the validity of all other of these Terms and Conditions or the underlying Agreement.

 [1] The explanation of the definition of Preservation, in particular the standard that applies, is an integral part of these Conditions. The Client is aware of the fact that Passe Partout will charge damage to the Client due to improper conservation.

 

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