TERMS AND CONDITIONS OF SALE
1. These Terms
1.1 This document sets out the terms and conditions (Terms) on which Aidan Meller (we
or us) sells any of the artworks (Artworks) in our inventory to you.
1.2 These Terms will apply to any contract between you and us for the sale of Artworks
(Contract). Please read these Terms carefully and make sure that you understand them before you
place an order for an Artwork with us. Please note that you will be asked to agree to these Terms
when completing a Sales Order Form. These Terms tell you who we are, how we will provide
Artworks to you, how you and we may change or end the contract, what to do if there is a problem
and other important information. If you are unsure what any provision in these Terms means, please
2. Information about us and how to contact us
2.1 We are Meller Merceux Limited (t/a Aidan Meller Galleries), a company registered in
England and Wales. Our company registration number is 05289714 and our registered office is at 13
Turl Street, Oxford, OX1 3DQ, United Kingdom. Our registered VAT number is 868 2741 85.
2.2 You can contact us by telephone on +44 (0)1865 250 550 or by writing to us by e-mail
to email@example.com or by post to 13 Turl Street, Oxford, OX1 3DQ, United Kingdom.
3. Our Contract with you
3.1 You are placing an order (Order) for an Artwork with us by completing the details on
our Sales Order Form. Our acceptance of the Order will take place when we (at our sole discretion
and without legal obligation to do so) counter-sign the Sales Order Form, at which point the Contract
will come into existence between you and us.
4. Our right to vary these Terms
We may amend these Terms from time to time without prior notice to you. Every time you place an
order for an Artwork with us, the Terms in force at the time of your order will apply to the Contract
between you and us.
5. The Artwork
5.1 We confirm that we either own the Artworks which we sell or that, to the best of our
knowledge and belief, we are duly authorised to sell them on behalf of the owner.
5.2 Any statements that we make about the authenticity, attribution, description, date, age,
provenance, title, condition, or investment potential of the Artworks constitute a judgment and
opinion genuinely held but may not be relied upon by you as representation of facts and they are not
warranted. You must make your own enquiries and obtain your own independent professional or
specialist advice before purchasing any of our Artworks. Artists' particulars are provided by the
artists themselves or researched by us and believed to be correct but we will not be liable for any
inaccuracies or errors in these details. We shall not be liable as a result of any changes in expert
opinion or scholarship which may occur after the date of the Contract and which may affect any of
the factors identified above.
5.3 Any advertising material produced by us and any descriptions, illustrations, or images
of the Artworks contained in our catalogues, brochures, or other sales and marketing materials or on
our website are produced for the sole purpose of giving an approximate idea and illustration of the
Artworks only and cannot be relied on to reflect textures, colours and other characteristics of any
6. Price, payment and delivery charges
6.1 The price of the Artwork shall be the price set out in the Sales Order Form as accepted
6.2 Where applicable, the price of the Artwork includes VAT at the prevailing rate
chargeable in the UK from time to time and is subject to adjustment in the event of a change in the
applicable rate of VAT.
6.3 The price of the Artwork does not include the costs and charges of packaging, insurance
and delivery of the Artwork to you. These charges will be notified to you on request.
6.4 On acceptance of your order by us, you must pay our invoice in full without any set-off
deduction or counterclaim in cleared funds within 10 days of the date of the invoice (Due Date for
Payment) and in any event prior to collection or delivery of the Artwork. Payment may be made by
debit or credit card, or by bank transfer to the bank account noted on the invoice or otherwise notified
by us to you in writing. Time of payment shall be of the essence.
6.5 If you do not make any payment to us by the Due Date for Payment, we may charge
interest to you on the overdue amount at the rate of 4% per annum above Barclays Bank's base rate
from time to time. This interest shall accrue on a daily basis from the Due Date for Payment until the
date of actual payment of the overdue amount. You must pay us interest together with any overdue
6.6 Unless you are a consumer, you are required to pay all amounts due under the Contract
in full without any deduction or withholding except as required by law and you shall not be entitled to
assert any credit, set-off or counterclaim against us in order to justify withholding payment of any
such amount in whole or in part. We may at any time, without limiting any other rights or remedies
we may have, set off any amount owed to us by you against any amount payable by us to you and/or
cancel or suspend any other outstanding order until you have paid all outstanding amounts in full.
7. Collection and delivery
7.1 You may collect the Artwork from our premises at 13 Turl Street, Oxford, OX1 3DQ,
United Kingdom, or from such other location as we may advise you that the Artwork is located at, or
ask us to arrange delivery to you on your behalf.
7.2 If you are collecting the Artwork, you can do so at any time during our opening hours
but must notify us in advance of the date on which you wish to collect the Artwork, which must be
within  days of the date of the invoice unless otherwise agreed. If you arrange collection or
shipping through an agent, employee or contractor, we shall be entitled to hand the Artwork to any
such person who appears to us to be authorised to collect the Artwork on your behalf. You shall be
solely responsible for the cost of shipping and insuring the Artwork once it has been handed over to
you, your agent, employee or contractor. If you fail to collect the Artwork on the agreed date, we
may charge you for storage and insurance costs until the date that the Artwork is collected or we
make alternative arrangements.
7.3 Where we agree to arrange delivery of the Artwork to you at the location stated in the
Sales Order Form or such other location as we may agree (Delivery Location), we shall take
reasonable steps to pack the Artwork safely and arrange shipping only through a reputable shipping
company (Shipping Company) or personal delivery by us. You will be asked to sign for the
Artwork on delivery. In the unlikely event that the Artwork is damaged on delivery, you must note
details of any such damage on the Shipping Company’s delivery document at the time of receipt of
the Artwork and notify us of the damage within 3 days of delivery, providing full details, so as to
enable us to make enquiries with the Shipping Company and, where applicable, make an insurance
7.4 Unless otherwise agreed, if the Delivery Location is within the United Kingdom, the
Artwork will normally be delivered within 28 days of our receipt of payment. Artworks supplied
outside the United Kingdom will normally be delivered within 42 days of receipt of payment. If you
ask us to provide additional services in relation to an Artwork (for example, framing) prior to
delivery, the time required to provide such services shall be added to these delivery periods.
7.5 If delivery of the Artwork is delayed by an event outside our control then we will
contact you as soon as possible to let you know and we will take steps to minimise the effect of the
delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of
substantial delay you may contact us to end the Contract and receive a refund for the Artwork if it has
been paid for but not received.
7.6 If no one is available at your address to take delivery, the Shipping Company will
contact you to arrange re-delivery or leave you a note that the Artwork is being held by the Shipping
Company for re-delivery. In that case, please contact us or the Shipping Company to rearrange re-
delivery. Please note clauses 7.10 and 7.11 in this regard.
7.7 Delivery of the Artwork shall be completed upon collection of the Artwork by you or
your agent, employee or contractor, or upon delivery of the Artwork at the Delivery Location. The
risk of damage to and loss of the Artwork will pass to you at that time. If we agree to store an
Artwork on your behalf before you take delivery, we may require you to enter into a separate storage
agreement and the risk of damage to and loss of the Artwork will pass to you when we take the
Artwork into storage on your behalf.
7.8 You own the Artwork once we have received payment in full, including all applicable
packaging, insurance and delivery charges; until that time we retain title in the Artwork.
7.9 Any dates quoted for delivery are approximate only, and the time of delivery shall not
be of the essence. We shall not be liable for any losses, costs, damages or expenses incurred by you
or any third party directly or indirectly out of or in connection with any delay in delivery of an
Artwork that is caused by an Event Outside Our Control or by your failure to provide us with
adequate delivery instructions, or failure to make all arrangements necessary to take delivery of the
Artwork whenever the Shipping Company attempts delivery. If we fail to deliver the Artwork, our
liability shall be limited to the price of the Artwork and any other costs and charges invoiced to you
in connection with our Contract.
7.10 If you fail to take or accept delivery of the Artwork on the first delivery attempt, and
either do not make arrangements for re-delivery or, after agreeing a re-delivery date, fail to accept
delivery of the Artwork on that date, then, except where such failure or delay is caused by our failure
to comply with our obligations under our Contract:
(a) delivery of the Artwork shall be deemed to have been completed at 9.00
am on the third Business Day after the date on which the Shipping Company attempted re-delivery;
(b) we shall store the Artwork until delivery takes place, and charge you
for all related costs and expenses (including insurance and the cost of any further delivery attempts);
(c) we shall have no liability for late delivery.
In any event, we shall not be required to undertake more than one re-delivery attempt.
7.11 If within 20 Business Days after the Delivery Date, you have still not taken delivery of
the Artworks, without prejudice to any other rights and remedies which we may have, we may at our
(a) end our Contract and clause 11.2 will apply; or
(b) resell or otherwise dispose of the Artwork and, after deducting reasonable storage and
selling costs, account to you for any excess over the price of the Artwork or charge you for any
shortfall below the price of the Artwork.
The following clauses 7.12, 7.13 and 7.14 only apply if you are a consumer.
7.12 If we are unable to deliver the Artwork within 30 days of our Order Confirmation, then
you may cancel your order straight away if any of the following apply:
(a) we have refused to deliver the Artwork;
(b) delivery within the delivery deadline was essential (taking into account
all the relevant circumstances);
(c) you told us before we accepted your order that delivery within the
delivery deadline was essential; or
(d) if you have asked us to provide additional services in relation to an
Artwork (for example, framing) prior to delivery, the additional time required to provide such
services has also passed.
7.13 If you do not wish to treat the contract as at an end straight away, or do not have the
right to do so under clause 7.12, you can give us a new deadline for delivery, which must be
reasonable, and you can treat the contract as at an end if we do not meet the new deadline.
7.14 If you do choose to treat the contract as at an end for late delivery under clause 7.12 or
clause 7.13, you can cancel your order for the Artwork or reject an Artwork that has been delivered.
After that we will refund any sums you have paid to us for the cancelled Artwork and its delivery. If
an Artwork has been delivered to you, you will have to return it to us or allow us to collect it, and we
will pay the costs of this. If an Artwork that is made available to us for collection is damaged, we
reserve our right to adjust the refund due to you to reflect the costs of repair or restoration of the
Artwork. If we refund you the price paid before we are able to inspect the Artwork and later discover
that it has been damaged, you must pay us an appropriate amount.
8. International delivery
8.1 We may agree with you to deliver the Artwork internationally. The Artwork may be
subject to import and export restrictions, duties and taxes which are applied when the Artwork leaves
the United Kingdom and/or the delivery reaches its international destination. Please note that we
have no control over these restrictions and charges and give no representation or warranty that you
will be permitted to export any Artwork from the United Kingdom or to import it into any other
country or may be subject to any restrictions in this regard. The denial or grant subject to conditions
of any permit or licence, or the imposition of taxes, duties or other charges shall not justify
cancellation or rescission of our Contract.
8.2 You will be responsible for payment of any import and export duties and taxes.
8.3 You must comply with all applicable laws and regulations of the country for which the
Artwork is destined and you will be solely responsible for obtaining any necessary export, import or
other permits and authorisations and for complying with any applicable laws, regulations and
procedures. We will not be liable or responsible if you break any such laws or regulations.
8.4 You warrant to us that you will comply with all applicable requirements of HM
Customs and Excise, and export licensing authorities, and any other competent government and
official bodies whether of the United Kingdom or any other country. You shall provide us on request
with all relevant documents showing compliance with such requirements.
8.5 You will indemnify and hold us harmless in respect of any sums claimed by any
government or official body in respect of taxes, duties, costs, expenses, penalties and/or any other
impositions, costs or expenses resulting from your failure to comply with the requirements of this
9. Our warranty for the Artwork
9.1 Save as set out in clause 9.4, we warrant that upon delivery and for a period of 12
months from the date of delivery (Warranty Period), the Artwork shall:
(a) conform in all material respects with its description;
(b) be free from material defects in design, material and workmanship;
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act
(d) be fit for any purpose held out by us; and
(e) comply with all applicable statutory and regulatory requirements for
selling the Artwork in the United Kingdom.
9.2 The warranty set out in clause 9.1 is more generous than the legal rights of consumers
under the Consumer Contracts Regulations. If you are a consumer, this warranty is in addition to,
and does not affect, your legal rights in relation to an Artwork that are faulty or not as described. We
are under a legal duty to supply Artworks that are in conformity with this Contract.
9.3 Subject to clause 9.4, if:
(a) you give notice in writing to us within the Warranty Period and within a
reasonable time of discovery that the Artwork does not comply with the warranty set out in clause
(b) we are given a reasonable opportunity to examine the Artwork and we
accept the warranty claim; and
(c) you allow us to collect the Artwork at your cost if you are a business
customer, or at our cost if you are a consumer,
we will, at your option, repair or restore the defective Artwork, replace it with another Artwork, or
refund the whole or part of the price of the defective Artwork. Where it is not possible to repair,
restore or replace the defective Artwork, we will offer a refund.
9.4 The warranty in clause 9.1 does not apply in any of the following events:
(a) the defect arises because you failed to follow our instructions as to the
handling, storage, installation, use, lighting, exposure, preservation, maintenance, cleaning and care
of the Artwork or (if there are none) good practice regarding the same;
(b) you alter, restore or repair the Artwork without the written consent of
the owner of the copyright in the Artwork or (if no longer subject to copyright protection) our
(c) the defect arises as a result of fair wear and tear, unsuitable
environmental conditions, wilful damage, accident, or negligence by you, your agents, employees,
contractors or any third party.
9.5 Except as provided in this clause 9, and unless you are a consumer, we shall have no
liability to you in respect of any failure of an Artwork to comply with the warranty set out in clause
9.6 Except as set out in this Contract, and unless you are a consumer, all warranties,
conditions and other terms implied by statute or common law are, to the fullest extent permitted by
law, excluded from the Contract.
10. Your rights to end the Contract
10.1 You may contact us to end the Contract for the purchase of an Artwork at any time
before you have paid for it and we have delivered it (or, if we have agreed to store an Artwork on
your behalf before you take delivery, before we have taken it into storage on your behalf), but in
some circumstances we may charge you for doing this, as described below. This does not affect your
statutory rights where a product is faulty or mis-described.
10.2 If you are ending the contract for a reason set out at (a) to (d) below the Contract will
end immediately and we will refund you in full for any Artwork that has not been provided and you
may also be entitled to further compensation. The reasons are:
(a) the Artwork is faulty or not as described;
(b) we have told you about an upcoming change to these Terms or an error
in the price or description of the Artwork and you do not wish to proceed;
(c) there is a risk that supply of the Artwork may be significantly delayed
because of events outside our control; or
(d) you have a legal right to end the Contract because of something we
have done wrong (but see clause 7.1412 in relation to your rights to end the contract if we deliver
If none of the reasons at (a) to (d) above apply, we may require you to pay reasonable compensation
for any costs or loss of profit which we are likely to suffer as a result of you ending the contract.
10.3 If you end the Contract after an Artwork has been delivered or dispatched to you and
(because we cannot recall it) it is still delivered to you, you must return it to us. We will pay the costs
of return if one of the circumstances in clause 10.2 applies. In all other circumstances you must pay
the costs of return.
11. Our rights to end the Contract
11.1 We may end the Contract for the Sale of an Artwork at any time by writing to you if:
(a) we are unable to collect payment from you when it is due and you still
do not make payment within 14 days of us reminding you that payment is due;
(b) you do not, within a reasonable time, collect the Artwork from us or
allow us to deliver the Artwork to you where we have agreed to deliver it.
11.2 If we end the Contract in the situations set out in clause 11.1 we will refund any money
you have paid in advance for an Artwork that we have not provided but we may deduct or charge you
reasonable compensation for any costs or loss of profit which we are likely to suffer as a result of
your breaking the Contract.
12. Questions or complaints
If you have any questions or complaints about the Artwork, please contact us as soon as possible.
You can telephone us at +44 (0)1865 250 550 or write to us by email to firstname.lastname@example.org or
by post to 13 Turl Street, Oxford, OX1 3DQ, United Kingdom.
13. Our liability if you are a consumer
This clause 13 only applies if you are a consumer.
13.1 If we fail to comply with these Terms, we are responsible for loss or damage you suffer
that is a foreseeable result of our breaking this Contract or our failing to use reasonable care and skill.
Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Contract
was made, both we and you knew it might happen, for example, if you discussed it with us during the
13.2 We do not exclude or limit in any way our liability to you where it would be unlawful
to do so. This includes liability for death or personal injury caused by our negligence or the
negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for
breach of your legal rights in relation to the Artwork, including the right to receive goods which are
as described and match information we provided to you; of satisfactory quality; and fit for any
particular purpose made known to us.
13.3 We only supply any Artwork for domestic and private use. You agree not to use the
Artwork for any commercial or business purposes, and we have no liability to you for any loss of any
income, profit, sales, business, goodwill or revenue, loss of anticipated savings, business interruption,
or loss of business opportunity.
14. Our liability if you are a business
This clause 14 only applies if you are a business customer.
14.1 Nothing in these Terms limits or excludes our liability for:
(a) death or personal injury caused by our negligence;
fraud or fraudulent misrepresentation;
(b) breach of the terms implied by section 12 of the Sale of Goods Act
1979 (title and quiet possession); or
(c) defective products under the Consumer Protection Act 1987.
14.2 Subject to clause 14.1, we will under no circumstances whatsoever be liable to you,
whether in contract, tort (including negligence), breach of statutory duty, or otherwise under or in
connection with our Contract for:
(a) any loss of income, profits, sales, business, goodwill or revenue;
(b) loss or corruption of data, information or software;
(c) loss of business opportunity;
(d) loss of anticipated savings;
(e) loss of goodwill; or
(f) any indirect, remote or consequential loss.
14.3 Subject to clause 14.1, our total liability to you in respect of all losses arising under or
in connection with our Contract, whether in contract, tort (including negligence), breach of statutory
duty, or otherwise, shall under no circumstances exceed the price of the Artwork and of any other
costs and charges (excluding delivery charges) paid by you to us in connection with our Contract.
14.4 Except as expressly stated in these Terms, we do not give any representation, warranties
or undertakings in relation to any Artwork. Any representation, condition or warranty which might
be implied or incorporated into these Terms by statute, common law or howsoever else is excluded to
the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the
Artwork is suitable for your purposes.
15. How we may use your personal information
15.1 We will use the personal information you provide to us:
(a) to supply the Artwork to you;
(b) to process your payment for the Artwork; and
(c) if you agreed by ticking the relevant box on the Sales Order Form, to
inform you about other products and services that we offer.
15.2 We will only give your personal information to third parties where the law either
requires or allows us to do so.
16. Communications between us
16.1 When we refer in these Terms to "in writing", this will include e-mail.
16.2 Any notice or other communication given by you to us, or by us to you, under or in
connection with our Contract shall be in writing and shall be delivered personally, sent by pre-paid
first class post or other next working day delivery service or e-mail.
16.3 A notice or other communication shall be deemed to have been received: if delivered
personally, when left at our registered office; if sent by pre-paid domestic UK first class post or other
next working day delivery service, at 11.00 am on the third Business Day after posting or if sent by e-
mail, one Business Day after transmission. In all other circumstances, a notice or communication
shall be deemed to have been received on the date of actual receipt. The provisions of this clause
shall not apply to the service of any proceedings or other documents in any legal action.
17. Other important terms
17.1 We may transfer our rights and obligations under our Contract to a third party but this
will not affect your rights or our obligations under these Terms .
17.2 You may only transfer your rights or your obligations under these Terms to another
person if we agree to this in writing.
17.3 This Contract is between you and us. No other person shall have any rights to enforce
any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999, or otherwise.
17.4 Each of the clauses of these Terms operates separately. If any court or relevant
authority decides that any of them are unlawful, the remaining clauses will remain in full force and
17.5 If we fail to insist that you perform any of your obligations under these Terms, or if we
do not enforce our rights against you, or if we delay in doing so, that will not mean that we have
waived our rights against you and will not mean that you do not have to comply with those
obligations. If we do waive a default by you, we will only do so in writing, and that will not mean
that we will automatically waive any later default by you.
17.6 Except as set out in these Terms, any variation, modification or amendment to our
Contract, including this form requirement, must be agreed between us in writing in order to be valid
17.7 If you are a consumer, please note that these Terms and any Contract for the purchase
of an Artwork and any dispute or claim arising out of or in connection with it or its subject matter or
formation (including non-contractual disputes or claims) will be governed by English law. You and
we both agree that the courts of England and Wales will have non-exclusive jurisdiction. However, if
you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you
are a resident of Scotland, you may also bring proceedings in Scotland.
17.8 If you are a business, our Contract and any dispute or claim arising out of or in
connection with it or its subject matter or formation (including non-contractual disputes or claims)
shall be governed by and construed in accordance with the law of England and Wales and we both
irrevocably submit to the jurisdiction of the courts of England and Wales.