Terms and Conditions

These terms and conditions (T&Cs) govern all contracts entered into by Simon Beaugié Picture Frames Limited with registered address at Manor Farm Workshops, Hamstreet Road, Shadoxhurst, Ashford, Kent, TN26 1NW, company registration number 04771843 and VAT registration number GB 621 9070 60. (SBPF) for the supply of bespoke, made to order frames, mounts and other products and material (Deliverables) and Framing Services (as defined below) to any person, firm or company (Client). When ordering any Deliverables and Framing Services, the Client agrees to be legally bound by SBPF's T&Cs together with any documents referred to in them and any additional and/or specific terms which apply to certain Deliverables or Framing Services (or both) which SBPF reserves the right to include at its sole discretion from time to time.

1.Basis of contract for Deliverables and framing services
1.1.The Client's order for the supply of Framing Services and Deliverables, as set out in the Client's written acceptance of SBPF's quotation or in an order made by the Client (Order) constitutes an offer by the Client to purchase the Deliverables and/or Framing Services in accordance with these T&Cs. The Order shall only be deemed to be accepted when SBPF issues written acceptance of the Order at which point and on which date the contract between SBPF and the Client for the supply of Deliverables and Framing Services shall come into existence (Contract).
1.2.Any quotation given by SBPF shall not constitute an offer, and unless otherwise stated, is only valid for a period of 30 working days from its date of issue.
1.3.The Client waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Client that is inconsistent with these T&Cs.
1.4.These T&Cs shall apply to the supply of both Deliverables and Framing Services except where application to one or the other is specified.
1.5.SBPF reserves the right to amend the Order if required by any applicable statutory or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Deliverables and/or Framing Services, and SBPF shall notify the Client in any such event.
1.6.For the avoidance of doubt, in the absence of an Order, the Client's continuing instructions will amount to acceptance of these T&Cs.
1.7.No variation to these T&Cs shall be binding unless agreed in writing.

2.SUPPLY OF Deliverables and FRAMING SERVICES

2.1.SBPF shall provide the Deliverables and services set out in the Order (Framing Services) to the Client in accordance with these T&Cs.
2.2.The Client acknowledges that it does not rely on, and shall have no remedies in respect of, any statement made, by or on behalf of SBPF, which is not set out in these T&Cs.

3.CLIENT’S OBLIGATIONS

3.1.Notwithstanding any other obligations set out in these T&Cs, the Client shall:

3.1.1.be responsible for the accuracy of the terms of the Order and for giving SBPF any necessary information relating to the Deposited Item (as defined below) and Framing Services and ensure that such information is complete and accurate in all material respects;
3.1.2.warrant that the Client is the legal owner of the Deposited Item or has all necessary rights and permissions to authorise SBPF to hold the Deposited Item, supply the Deliverables and carry out the Framing Services;
3.1.3.warrant that the Deposited Item is free of all liens, charges and encumbrances of any nature;
3.1.4.warrant that any person signing these T&Cs is an authorised representative of the Client;
3.1.5.provide access to the Client's premises or other location specified in the Order, or otherwise agreed in writing (the "Collection Location" or "Delivery Location" as applicable) and such other premises as SBPF requires to provide the Framing Services;
3.1.6.ensure that any paintings, photographs, prints, other works of art, frames or other goods which the Client has placed in the custody of SBPF in connection with the supply of Deliverables and Framing Services (a Deposited Item) that are collected by or on behalf of SBPF from the Collection Location are adequately packaged for transportation upon collection;
3.1.7.provide a condition report in advance of, or on collection or delivery of any Deposited Item, clearly describing any pre-existing damage to, or faults with, the relevant Deposited Item;
3.1.8.be responsible (at its own cost) for preparing the relevant premises for the receipt of the Deliverables and/or Deposited Item in respect of which SBPF has supplied the Framing Services (the Finished Product) that is delivered to the Client by SBPF as part of the Order and, unless otherwise agreed, be responsible for the installation of any Finished Product that is received as part of the Order;
3.1.9.be responsible for the payment of any import taxes or local tariffs relating to the supply of all Deliverables which SBPF is to sell or provide to the Client as part of the performance of the Framing Services;
3.1.10.be responsible for obtaining, at its own cost, such import licences and other consents in relation to the Deposited Item, the Deliverables and/or the Finished Product as are required from time to time, and shall make copies of those licences and consents available to SBPF on request;
3.1.11.not make any act or omission that would invalidate the VAT exempt treatment of the Deposited Item, the Deliverables and/or the Finished Product; and
3.1.12.unless otherwise agreed, the Client hereby acknowledges and agrees that SBPF has in place only limited insurance in relation to the Deposited Item and therefore that the Client shall at its own cost take out, hold and maintain at all times during and after SBPF's performance of its Framing Services all-risk fine arts insurance on a wall-to-wall basis using a fine arts insurance policy and covering the Deposited Item for an insured sum which corresponds to the fair market value of the Deposited Item. The insurance policy must:

(a)comprehensively cover the Deposited Item against all risks of physical loss or damage including loss, theft and all risks arising both during transit (including from the Collection Location and/or to the Delivery Location by, or on behalf of, SBPF), installation, de-installation and, while the Deposited Item is in SBPF's possession and where relevant the premises of any sub-contractor of SBPF, subject to standard policy exclusions; and
(b)name SBPF as the additional insured and loss payee;
(c)provide SBPF with a certificate of insurance on SBPF's request and a waiver of subrogation by the Client's insurer of all rights and claims that the Client may have against SBPF. The Client agrees to indemnify and hold harmless SBPF from any claims, legal actions, losses, and liabilities, including reasonable legal fees, resulting from any loss or damage to the Deposited Item and waive all rights and claims the Client may have against SBPF concerning such loss or damage, unless it was caused by SBPF's. deliberate wrongdoing or gross negligence. If the Client fails to provide SBPF with a copy of the insurance policy or if the terms of the insurance policy do not comply with the requirements of this clause, SBPF reserves the right to withhold the Deposited Item (and any Finished Product and Deliverables), and/or arrange insurance cover for the Deposited Item which meets the requirements of this clause and reclaim the costs of, and associated with, obtaining the insurance from the Client. SBPF may at its discretion delay or cease providing the Framing Services until it is satisfied that the necessary insurance cover is in place.

3.1.13.If specifically requested by the Client in writing, SBPF may agree to cover the Deposited Item under its own insurance policy, at the Client's cost, subject to the Client providing the fair market value of the Deposited Item in writing prior to the commencement of the Contract. If SBPF agrees to cover the Deposited Item but the Client does not provide such value or the parties do not agree upon an insurance value, the Client agrees and acknowledges that SBPF's insurance cover is limited to £50,000 per Deposited Item (whether a single article, pair or set). In the event of partial loss of or damage to any Deposited Item where no value was supplied, SBPF's insurers will pay out the cost and expense of restoration plus any resulting depreciation but not exceeding either the full value of the Deposited Item or £50,000 per Deposited Item, whichever is lower.
3.1.14.SBPF's insurance coverage is subject to the terms and conditions and exclusions of its insurance policy, a copy of which is available upon the written request of the Client.

4.CHARGES AND PAYMENT

4.1.In consideration of the provision of any Framing Services and Deliverables by SBPF, the Client shall pay the price agreed between SBPF and the Client (Charges).
4.2.The Client shall pay each invoice submitted to it by SBPF, in full and in cleared funds, within 30 days of the date of the relevant invoice (or such other period as may be agreed in writing by SBPF) to the bank account nominated in writing by SBPF.
4.3.SBPF may at its discretion require the Client to pay 50% of the Charges to SBPF as a deposit within five working days of SBPF's acceptance of the Order. Any such deposit shall be held on account and deducted from the Charges payable for a particular Order.
4.4.If the Client requires the Charges to be invoiced to an address outside the UK, SBPF reserves the right to require the Client to pay the Charges in full, before the Finished Product is dispatched from SBPF.
4.5.Without prejudice to any other right or remedy that SBPF may have, if the Client fails to pay SBPF on the due date for payment under clause 4.2 above:

4.5.1.the Client shall pay interest on the overdue amount at the rate of 4% above the Bank of England base rate per annum. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount. For the avoidance of doubt, the Client shall pay the interest together with the overdue amount; and if payment is still not received within 20 working days after written request for payment, SBPF reserves the right to:

(a)withhold the Deliverables, Deposited Item and/or Finished Product and suspend all outstanding Framing Services under any Order until payment has been made in full;
(b)exercise a lien over all the Client's property, including the Deposited Item and Finished Product in SBPF's possession for all sums due at any time from the Client, including any interest, transport and storage charges and any other costs incurred by SBPF as a result of the Client's delay and/or non-payment of the amount due; and
(c)use, sell or dispose of that property at the expense of the Client and apply the proceeds towards the payment of such sums on 5 working days' notice in writing to the Client upon accounting to the Client for any balance remaining after payment of any sums due to SBPF. In such circumstances, SBPF shall be discharged of any liability in respect of the Client's property.
(d)recover the Deliverables, Deposited Item and/or other Finished Product where these items have been collected by and/or delivered to the Client prior to payment having been received by SBPF and title has not passed to the Client. In such cases, if the Client fails to deliver up all items in its possession on demand, SBPF may enter any premises of the Client where the items are stored in order to recover them.

4.6.All amounts of money referred to in the Contract shall be interpreted as being amounts exclusive of VAT. If the Client is required under any applicable law to withhold or deduct any amount from the payments due to SBPF, the Client shall increase the sum it pays to SBPF by the amount necessary to leave SBPF with an amount equal to the sum it would have received if no such withholdings or deductions had been made.
4.7.All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

5.COLLECTION OF DEPOSITED ITEM BY SBPF

5.1.Where the parties have agreed that SBPF will collect any Deposited Item from a Collection Location, SBPF may require the Client to sign a collection form, signifying its confirmation that the Deposited Item being collected matches (both in terms of description and condition) the number of Deposited Items listed in the relevant collection form and the associated Order. SBPF shall not at any time be responsible for any inconsistencies between the description in the Order and the actual Deposited Item collected.

6.COMPLETION OF FRAMING SERVICES

6.1.SBPF shall use reasonable endeavours to supply the Deliverables and Finished Product, and perform the Framing Services within a reasonable time. SBPF shall not be liable for any delay in delivery of the Finished Product and/or Framing Services that is caused by a Force Majeure Event (as defined below) or the Client's failure to provide SBPF with adequate instructions or any other information that is relevant to the supply of Deliverables and/or Framing Services. Time for completion, collection, delivery or performance is not of the essence and SBPF does not accept liability for consequential loss as a result. The Client acknowledges and agrees that there may be delays due to a Force Majeure Event (as defined below).

7.DELIVERY OF FINISHED PRODUCT BY SBPF

7.1.Where the parties have agreed that SBPF shall deliver the Finished Product to a Delivery Location, delivery of the Finished Product shall be completed on its arrival at the Delivery Location.
7.2.Where the Finished Product is delivered to the Client, the Client shall inspect it immediately at the destination prescribed by the Client and shall within 48 hours (unless otherwise agreed) of such inspection give notice in writing to SBPF of any allegation that the Deliverables and/or the Framing Services supplied are not in accordance with the Contract. If the Client fails to give such notice, all complaints as to defects are waived, and the Deliverables and/or Framing Services shall be deemed to be in all respects in accordance with these T&Cs. The Client shall be bound to accept and pay for the same.

8.COLLECTION OF FINISHED PRODUCT

8.1.Where the parties have agreed that the Client (or a third party on behalf of the Client) will collect the Finished Product from an agreed location, delivery of the Finished Product for the purposes of this clause 8 shall be completed on the completion of loading of the Finished Product by the Client (or relevant third party) at that location.
8.2.Upon collection from or delivery by SBPF, the Client (or any third party collecting the Finished Product on behalf of the Client) shall inspect the Finished Product and within 48 hours (unless otherwise agreed) of collection and/or delivery of the Finished Product sign a delivery note, signifying its acceptance of the Finished Product.
8.3.The collection or signing of a delivery note, by the Client (or any third party collecting the Finished Product on behalf of the Client) shall be deemed to be acceptance of the Finished Product, and acknowledgement that it is provided in accordance with the Contract, these T&Cs and any applicable Order.
8.4.The provisions of this clause 8 shall apply irrespective of whether the Client or a third party acting on the Client’s behalf collects the Finished Product. The Client shall take such measures as it deems appropriate to ensure that any third party is adequately equipped and authorised to signify its acceptance of the Finished Product in accordance with clause 8.3.
8.5.SBPF shall thereafter not be responsible for the quality or fitness for any purpose of any Deliverables collected as part of the Finished Product.

9.STORAGE OF FINISHED PRODUCT

9.1.If the Client fails to accept or take delivery of the Finished Product within three working days of the date that SBPF has notified the Client that the relevant Finished Product is available, then except where such failure or delay is caused by a Force Majeure Event:

9.1.1.delivery of the Finished Product shall be deemed to have been completed at 09.00 on the third working day following the day on which SBPF notified the Client that the Finished Product was ready;
9.1.2.SBPF shall store the Finished Product until redelivery or collection is arranged, and may charge the Client for all related costs and expenses in doing so (including insurance, packing, handling and transport); and
9.1.3.should the Client continue to fail to take or accept actual delivery of it, SBPF may exercise the same rights it has in respect of non-payment or delayed payment set out in clause 4.5.1, as applicable.

10.force majeure

10.1.SBPF shall not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under these T&Cs that is caused by a Force Majeure Event. A Force Majeure Event means any act or event beyond SBPF's reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.
10.2.If a Force Majeure Event takes place that affects the performance of SBPF's obligations under these T&Cs:

10.2.1SBPF will contact the Client as soon as reasonably possible to notify the Client; and
10.2.2.SBPF's obligations under these T&Cs will be suspended and the time for performance of its obligations will be extended for the duration of the Force Majeure Event. Where the Force Majeure Event affects SBPF's performance of its Framing Services to the Client, SBPF will resume the Framing Services as soon as reasonably practicable after the Force Majeure Event is over.

11.TITLE AND RISK

11.1.Unless otherwise agreed and subject to clauses 3.1.12 to 3.1.13, upon delivery of the Finished Product to the Client in accordance with clauses 7, 8 or 9, the risk of loss, destruction of or damage to the Deliverables shall pass to the Client and the Client shall on behalf of SBPF (but at the Client’s own expense) insure the full value of the Deliverables. Title in the Deliverables shall not pass to the Client until the Client shall have paid all monies owing to SBPF from the Client whether for the Deliverables and/or the Framing Services supplied under the Order or otherwise owing from the Client to SBPF.
11.2.Until title to the Deliverables has passed to the Client, the Client shall:

11.2.1.hold such Deliverables in its possession for and on behalf of SBPF, which remains the legal title holder to the Deliverables;
11.2.2.ensure that the Deliverables and any Finished Product remain readily identifiable as SBPF’s property; and
11.2.3.maintain the Deliverables in satisfactory condition and keep them adequately insured on SBPF’s behalf for their full price against all risks.

12.LIMITATION OF LIABILITY

12.1.SBPF shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise for:

12.1.1.any existing damage to or defect in the Deposited Item which is apparent from an inspection of the Deposited Item on delivery;
12.1.2.any loss or damage occurring in the course of any work undertaken by independent contractors employed with the Client's prior written consent;
12.1.3.any loss and/or damage which is caused directly or indirectly or results from woodworm, normal wear and tear, and changes in humidity or temperature; and
12.1.4.any claim the Client may have against SBPF on the basis of any oral or written statement made by SBPF (whether made carelessly or not) that is not set out or referred to in these T&Cs (or for breach of any warranty given by SBPF not so set out or referred to), unless such statement or warranty was made or given fraudulently.

12.2.Subject to clause 12.6, SBPF's total aggregate liability to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these T&Cs shall be limited to the price of the Deliverables and/or supply of Framing Services under the relevant Order. This clause shall survive termination of the Contract.
12.3.SBPF shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from any prevention or delay caused by any act or omission of the Client, its agents, subcontractors, consultants or employees.
12.4.Subject to clause 12.6, the types of loss that are wholly excluded are as follows:

12.41.loss of profits,
12.4.2.loss of sales or business,
12.4.3.loss of agreements or contracts,
12.4.4.loss of anticipated savings,
12.4.5.loss of or damage to goodwill; and
12.4.6.indirect or consequential loss.

12.5.The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
12.6.Nothing in these T&Cs limits or excludes SBPF’s liability for any liability which cannot be limited or excluded by applicable law, including but not limited to liability for:

12.6.1.death or personal injury caused by negligence;
12.6.2.fraud or fraudulent misrepresentation; and
12.6.3.breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

12.7.Unless the Client notifies SBPF that it intends to make a claim in respect of an event within the notice period, SBPF shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of the event having occurred and shall expire six months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

13.Termination

13.1.Either party may terminate the Contract on five working days' notice to the other party, and provided that SBPF has not commenced the Framing Services. In the event that SBPF has incurred fees or expenses at the date of termination, those fees and expenses will be charged to the Client on a reasonable basis and SBPF will issue an invoice to the Client in accordance with clause 4.
13.2.Without limiting or affecting SBPF's other rights or remedies, unless SBPF and the Client agree otherwise in writing, this Contract will automatically terminate in the event that the Client:

13.2.1.commits a material breach of any term of the Contract (and if such a breach is remediable), the Client fails to remedy that breach within 14 days of being notified in writing to do so;
13.2.2.fails to pay any amount under the Contract on the date payment is due and remains in default more than 14 days after being notified in writing to make such payment; or
13.2.3.is declared bankrupt or insolvent in any jurisdiction.

13.3.On termination of this Contract:

13.3.1.the Client shall pay SBPF and any of its sub-contractors all its outstanding unpaid invoices and interest;
13.3.2.any provision of this Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Contract will remain in full force and effect; and
13.3.3.termination or expiry of this Contract will not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination or expiry.

14.Data and privacy

14.1.The Client acknowledges and understands that SBPF may process the Client's personal data in accordance with its Privacy Policy available on its website and on request. SBPF's Privacy Policy sets out:

14.1.1.the type of personal data SBPF will or may collect and process;
14.1.2.the purposes for which SBPF will or may process the Client's personal data;
14.1.3the lawful bases on which SBPF relies in undertaking its processing of the Client's personal data; and
14.1.4.the Client's rights in respect of SBPF's processing of the Client's personal data.

14.2.SBPF will hold the Client's personal data in confidence and only share it with third parties, such as conservators or its other sub-contractors, in accordance with applicable data protection legislation.

15.right to Amend and/or cancel the order

15.1.The Client may amend the Order at any time before SBPF has begun to provide the Framing Services by providing SBPF with at least 20 working days' notice in writing. If the Client wishes to amend the Order after SBPF has begun to provide the Framing Services, SBPF reserves the right to charge additional fees for implementing such change to the Order and for any Framing Services performed.
15.2.Once SBPF has begun to provide the Deliverables and/or Framing Services to the Client, the Client may cancel the Contract at any time by providing SBPF with at least 10 working days' notice in writing, provided that the Client agrees to pay SBPF any costs SBPF reasonably incurred in starting to fulfil the Order, and this charge will be deducted from any refund that is due to the Client or, if no refund is due to the Client, invoiced to the Client.

16.GENERAL

16.1.The Client shall indemnify and hold harmless SBPF against all losses, damages, penalties and other costs which SBPF may suffer as a result of any Framing Services carried out in respect of any Deposited Item infringing any third party’s intellectual property rights.
16.2.SBPF reserves the right to appoint a sub-contractor to perform any part of the Framing Services, including conservation and restoration. For the avoidance of doubt, SBPF shall not be liable for any of its sub-contractors' work performed in relation to the Deposited Item, Deliverables and/or Framing Services, and such sub-contractors shall invoice the Client for any services they perform separately.
16.3.The Client shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under these T&Cs.
16.4.Nothing in these T&Cs shall establish any partnership, joint venture or agency relationship between the parties.
16.5.No one other than a party to these T&Cs shall have any right to enforce any of its terms.
16.6.Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.
16.7.Any notice or other communication given to a party under this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or such other address as that party may have specified to the other party in writing in accordance with this clause.
16.8.The Contract, these T&Cs and the agreed Orders constitute the entire agreement between the parties and shall override any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
16.9.These T&Cs shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (whether contractual or non-contractual) arising out of or in connection with these T&Cs or their subject matter or formation.