Terms of Sale

1. INTRODUCTION

1.1 Artemisia Fine Arts & Antiques Limited (C 71943) of ‘Ridge View’, Triq is-Sagra Familja, Bidnija, Mosta MST 5012, Malta (“Artemisia”; “we”; “us”; or “our”) is a specialist vendor for fine arts and antiques, and is the owner and operator of the physical art gallery Artemisia Fine Arts & Antiques Ltd situated at Ridgeview, Triq is-Sagra Familja, Bidnija, MST 5012, Malta and its online counterpart, which is accessible via Artemisia’s website <artemisialtd.com> (the “Site”), (together, the “Galleries”).

1.2 The Gallery contains, exhibits and invites interested and prospective buyers alike to submit orders for items from an vast range of fine artworks and antiques, as divided into the below categories and contractual arrangements:

1. artworks and antiques that are owned by Artemisia; and
2. artworks and antiques that have been delivered to Artemisia on consignment by third parties, whether by artists, art owners or otherwise (“Consigned Art”).

1.3 In respect of Consigned Art, Artemisia is merely acting, upon due appointment, as the commercial agent of the actual proprietor and/or rights-holder (the “Consignee”). This differs from the situation relating to those artworks and antiques, as featured and displayed in the Galleries, that are owned by Artemisia and not exhibited on another’s behalf (“Non-Consigned Art”). Accordingly, prior to submitting any order for Consigned Art, you are strongly urged to read the following documents carefully:

1. the terms that govern our relationship with the Consignee <insert link>;
2. our terms with you, the buyer, in respect of the sale and purchase of Consigned Art <insert>;
3. the Consignee’s terms (if formalised), which will differ on a case-by-case basis.

2. THESE TERMS

IMPORTANT. READ CAREFULLY.

2.1 The scope of these terms is strictly limited to Non-Consigned Art. This strictly refers to:

1. when buying directly from Artemisia;
2. through either of the Galleries, but not any other outlet or retail channel; and
3. in respect of artworks and antiques that are owner by and the property of Artemisia, and which are therefore not being exhibited on a third party’s behalf or under its instructions.

2.2 Consigned Art is outside the scope of these terms. The sale and purchase of Consigned Art is governed and regulated by separate terms, as outlined in Clause 1.3 above.

2.3 What these terms cover. These are the terms and conditions on which we exhibit and sell Non-Consigned Art to you, whether these are artworks, antiques or other art items.

2.4 Why you should read them. Please read these terms carefully before you submit your offer or order to us. These terms tell you who we are, how we will sell and deliver Non-Consigned Art to you, how you and we may change or end the contract, what to do if there is a problem or other important information. If you think that there is a mistake in these terms, or require specific changes, please contact us to discuss.

2.5 Are you a business customer or a consumer? In some areas you will have different rights under these terms depending on whether you are a business or consumer. You are a consumer if:

• You are an individual.
• You are buying products from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).

This would, for instance, exclude owners or representatives of art galleries, art dealers, hotels and interior designers when acting within their professional sphere (in such a case, these would amount to business customers).

Provisions specific to consumers only are in blue and those specific to businesses only are in red.

2.6 If you are a business customer, this is our entire agreement with you. If you are a business customer, these terms constitute the entire agreement between us in relation to your offer and/or purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

3. INFORMATION ABOUT US AND HOW TO CONTACT US

3.1 Who we are. We are Artemisia Fine Arts & Antiques Limited, trading under the name {INSERT TRADE NAME}, a limited liability company established in Malta. Our company registration number is C 71943 and our registered office is at ‘Ridge View’, Triq is-Sagra Familja, Bidnija, Mosta MST 5012, Malta. Our registered VAT number is MT2336-6423.

3.2 How to contact us. You can contact us by telephoning our customer service team at +00356 99984494 or by writing to us at info@artemisialtd.com or by sending a letter to Artemisia Fine Arts & Antiques Ltd., Ridge View, Triq is-Sagra Familja, Bidnija, Mosta MST 5012, Malta.

3.3 How we may contact you. If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order. This processing of your personal data is governed by our Privacy Notice, accessible at https://artemisialtd.com/privacy-policy.

3.4 “Item” means an item of Non-Consigned Art. As used in these terms, the word “item” always and exclusively refers to an item of Artemisia’s Non-Consigned Art (i.e. owned by us).

3.5 “Listing” means an item which is being exhibited

3.6 “Order” means offer. For all intents, constructions and purposes at law, when we use the word “order” in these terms, this means an “offer” made by you.

3.7 “Writing” includes emails. When we use the words “writing” or “written” in these terms, this also includes emails.

4. OUR CONTRACT WITH YOU

4.1 Items ‘listed’ on our Galleries only constitute an ‘invitation to treat’ and not an ‘offer’. By placing an order, you are strictly making an offer to purchase and acquire the item. Our acceptance of your order will then take place in accordance with the below clauses.

4.2 How we will accept your order. Our acceptance of your order will take place when we provide you with written confirmation of its acceptance (typically, by email), at which point a contract for the sale and purchase of the ordered item will come into existence between you and us.

4.3 Online orders. In the case of orders placed via our online gallery or otherwise submitted to us electronically, we will generally send you an initial email acknowledging that we have received your order and informing you that we are checking whether we are able to accept and fulfil that order (“Order Acknowledgement”), following which we will either send you a written confirmation of our acceptance or else regrettably inform you in writing that the order cannot be accepted (as applicable). To the extent permitted by applicable law, you accept that an Order Acknowledgement does not amount to a confirmation of acceptance of your offer to buy the item that is the subject of your order.

4.4 If we cannot accept your order. If we are unable to accept your order, we will inform you of this in writing and will not charge you for the item. This might be because the item requires restorative work (and is thus unavailable until the completion of those works), because of unexpected limits on our resources which we could not have reasonably foreseen, because a credit reference we have obtained for you does not meet our minimum requirements, because we have identified an error in the price or description of the item or because we are unable to meet a delivery deadline you have specified.

4.5 We sell worldwide. We currently accept orders for our Non-Consigned Art from addresses around the world. Certain items may potentially contain prohibited materials, or percentages of such materials, which will be alerted to you prior to the placement of your order. It is your duty to read and review the information provided and assess and decide whether you wish to proceed with the order or not. The decision you take is entirely your own and at your sole risk. It is thus your duty to seek and obtain third party expert advice prior to placing any order which involves either an export or import element, and Artemisia can in no way be held or construed as being responsible to advise you on foreign laws and export and import control regulations.

5. OUR NON-CONSIGNED ART

5.1 Items may vary slightly from their pictures. The images of our Non-Consigned Art items, as displayed on the Site, as well as any brochures and/or other marketing or promotional materials that we use, are for illustrative purposes only. Although we have made every effort to capture and display the item as accurately as possible, including in respect of its colours, tones, dimensions and features, we understandably cannot guarantee that the image is a full and accurate reflection of the actual item. Consequently, the item may vary slightly from its images.

5.2 Item packaging and framing may vary. The packaging and frames of our Non-Consigned Art items may also vary from that shown in images on the Site, as well as any brochures and/or other marketing or promotional materials that we use.

6. YOUR RIGHTS TO MAKE CHANGES

6.1 If you wish to make a change to an item that you have ordered (such as, for instance, the frame in the case of artworks), please contact us at info@artemisialtd.com. We will let you know if the change is possible. If it is possible, we will let you know about any changes to the price of the item, as may be necessary to take into account any expenses incurred, the timing of performing the change or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.

7. OUR RIGHTS TO MAKE CHANGES

7.1 Minor changes to items. We may make changes to an item, including its framing

1. to reflect changes in relevant laws and regulatory requirements; and
2. to implement minor technical adjustments and improvements, such as conservation and restoration work.

These changes will not affect your enjoyment of the item.

8. DELIVERY

8.1 Collection by you. If you have asked to collect the item from our physical gallery, you can collect them from us on Tuesday and Thursday between 11am-3pm (excluding public holidays).

8.2 Delivery. Failing physical collection, the delivery of the item can be organised by you or else through Artemisia, at your own choice. You will need to inform us of your decision, i.e. whether delivery is to be handled by you or Artemisia, prior to placing your order.

8.3 Where delivery is to be handled by you. In these circumstances, Artemisia is in no way involved in the delivery of the item. Accordingly, in the event of any damages, deterioration or losses occasioned to the item during delivery, your right of recourse (for damages or otherwise) shall solely and strictly lie against the service provider or service providers, as the case may be, that you have appointed and/or engaged to handle the delivery. The item will also be your responsibility, or that of your appointed service provider (as applicable), from the moment of its pick-up and collection at our physical gallery.

8.4 Where delivery is to be handled by Artemisia.

8.4.1 Delivery costs. You will be informed of all applicable delivery costs during the order process.

8.4.2 When we will provide the item. During the order process, we will also let you know when we will deliver the item to you. We will contact you with an estimated delivery date, which will generally be within 30 (thirty) days after the day on which we accept your order, depending on whether international delivery outside of Malta is involved.

8.4.3 We are not responsible for delays outside our control. If our delivery of the item 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 the necessary 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 any payments or deposits made under that contract. Examples of “events outside our control” shall include customs and customs clearance issues import bans and restrictions and issues with our third-party carrier and transportation provider.

8.4.4 Failed delivery. If no one is available at your address to take delivery, we will leave you a note informing you of how to rearrange delivery {or collect the item from a local depot}. If you do not collect the item from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery {or collect it from a delivery depot}, we will contact you for further instructions and may charge you for storage costs and any further delivery costs.  If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract and Clause 11.2 below will apply.

8.4.5 When you become responsible for the item. An item will be your responsibility from the time we deliver it to the address you gave us or you collect it from us.

8.4.6 What will happen if you do not give required information to us. We may need certain information from you so that we can deliver the item to you, including (primarily) your name, surname, postal address and designate delivery address (if different), email address, and contact number. If you give us incomplete or incorrect information, we may either end the contract (and Clause ‎11.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for failing to deliver the item, or otherwise delivering it late, where this is caused by you not giving us the information that we request or by giving us incomplete or inaccurate information. The processing of this delivery data is governed by our Privacy Notice, accessible at https://artemisialtd.com/privacy-policy.

8.4.7 Reasons we may suspend the delivery of the item to you. We may have to suspend the delivery of the item to:

1. deal with technical problems or make minor technical changes;
2. deal with changes in relevant laws and regulatory requirements;
3. make changes to the item as requested by you or notified by us to you (see Clause ‎7);
4. deal with any issues that arise in respect of our third party carrier and transportation provider (as engaged by us for the delivery of the item); and
5. deal with any customs or import issues or restrictions.

8.4.8 Your rights if we suspend the delivery of the item. We will contact you in advance to tell you we will be suspending the delivery of the item, unless the problem is urgent or an emergency. You may contact us to end the contract for an ordered item if we suspend its delivery, or tell you we are going to suspend it, in each case for a period of more than {2 MONTHS}, and we will refund you any sums that you have paid in advance, including deposits, for that item.

8.5 We may suspend the provision or delivery of the item if you do not pay. If you do not pay us for the item when you are supposed to (see Clause ‎15.4) and you still do not make payment within one (1) week of us reminding you that payment is due, we may suspend the provision or delivery (as applicable) of the item until you have paid us the outstanding amounts.

We will contact you to tell you we are suspending the provision or delivery (as applicable) of the item. We will not provide or otherwise deliver the item where you dispute the unpaid invoice (see Clause 15.7).  As well as suspending the item’s provision or delivery, we can also charge you interest on your overdue payments (see Clause 15.6).

8.6 When you own an item. Title to an item passes to you once we have received payment in full.

9. YOUR RIGHTS TO END THE CONTRACT

9.1 You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, how it has been bought (whether it was by distance (online) means or at a physical outlet), whether there is anything wrong with it, how we are performing, when you decide to end the contract and whether you are a consumer or business customer:

1. If what you have bought contains a latent defect or is mis-described you may have a legal right to end the contract or to get some or all of your money back.See Clause 13 if you are a consumer and Clause 14 if you are a business customer;
2. If you want to end the contract because of something we have done or have told you we are going to do, see clause 9.2;
3. In the case of an online sale and purchase (that is, a ‘distance contract’), if you are a consumer and have just changed your mind about the product, see Clause 9.3.You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the costs of return of the item;
4. In all other cases (if we are not at fault and you are not a consumer validly exercising your right to change your mind), see Clause 9.7.

9.2 Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at (a) to (e) below, the contract will end immediately and we will refund you in full for an item which has not been delivered, or which has not been properly delivered, and you may also be entitled to further compensation. The reasons are:

1. we have told you about an error in the price or description of the item you have ordered and you do not wish to proceed;
2. there is a risk that the delivery of the item may be significantly delayed because of events outside our control;
3. we have suspended the delivery of the item in accordance with Clause ‎8 above, in each case for a period of more than {2 months} from the estimate delivery date that was initially communicated to you in writing;
4. you have a legal right to end the contract because of something we have done wrong.

9.3 In the case of online sales and purchases (i.e. a ‘distance contract’) your right to change your mind if you are a consumer [Consumer Rights Regulations (Subsidiary Legislation 378.17 of the Laws of Malta)]. If you are a consumer, then for most products bought online or by distance means you have a legal right to change your mind within 14 days and receive a refund. These rights, Consumer Rights Regulations (Subsidiary Legislation 378.17 of the Laws of Malta), are explained in more detail in these terms.

9.4 When consumers do not have a right to change their minds. This right of withdrawal does not apply to on-premises sales and purchases, for example at our physical gallery.

9.5 How long do consumers have to change their minds in the context of online sales and purchases (i.e. a ‘distance (sales) contract’)? As the contract constitutes the sale of a good, you have a period of fourteen (14) days after the day on which you, or someone you nominate, receives the item (that is, acquires physical possession of the item).

9.6 Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you are not a consumer who has a right to change their mind (see Clause 9.1), you can still end the contract before delivery is completed, but you will likely have to pay us compensation. If you want to end a contract before delivery is completed, where we are not at fault and you are not a consumer who has changed his or her mind, just contact us to let us know.

The contract will end immediately and we will refund any sums paid by you for the item, but we will however also deduct from that refund (or, if you have not made an advance payment, charge you) a percentage (%) we deem fit as compensation for the net costs we will incur as a result of your ending the contract.

 This Clause 9.6 will however not apply and cannot be availed of once the delivery of the item has been completed. Notice of your intention to end the contract must therefore be received and acknowledged by us (both in writing), prior to the completion of delivery, in order for Clause 9.6 to apply.

10. HOW TO END THE CONTRACT WITH US (INCLUDING IF YOU ARE A CONSUMER WHO HAS CHANGED THEIR MIND AND ENTITLED TO A ‘COOLING-OFF PERIOD’).

10.1 Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:

1. Phone or email. Call customer services on +00356 99984494 or email us at info@artemisialtd.com. Please provide your name, home address, details of the order and, where available, your phone number and email address.
2. Find, fill out and return the document named ‘Model Cancellation Form for consumer customers’ on our website or access at <insert here>.

10.2 Returning an item after ending the contract. This is subject to Clause ‎9.6, which establishes limits on the possibility of ending a contract with us.

Without prejudice to Clause 9.6, if you end the contract after an item has been dispatched to you or you have received it, you must return it to us. You must either return the item in person to where you bought it, send it back to us at Artemisia Fine Art & Antiques LTD, ‘Ridge View’, Triq is-Sagra Familja, Bidnija, Mosta MST 5012, Malta, European Union, using appropriate packaging and protective covers, or (if not suitable for posting or you otherwise feel that you lack the required knowledge or experience to arrange for its safe return), allow us or a third-party nominated by us in writing to collect it in writing. Please call customer services on +00356 99984494 or email us at info@artemisialtd.com for a return label or to arrange collection.

If you are a consumer exercising your right to change your mind, as outlined above, you must dispatch the item back to us within fourteen (14) days of telling us you wish to end the contract.

10.3 When we will pay the costs of return. We will pay the costs of return:

1. if the item contains a latent defect;
2. if you are ending the contract because we have told you of an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong; orIn all other circumstances, including where you are a consumer exercising your right to change your mind, you must pay the costs of return.

10.4 What we charge for collection. If you are responsible for the costs of return and we are collecting the item from you, we will charge you the costs that we incur as a result of this.

10.5 How we will refund you. If you are entitled to a refund under these terms we will refund you the price you paid for the item including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.

10.6 When we may make deduction from refunds if you are a consumer exercising your right to change your mind in the case of an online sale and purchase (a ‘distance contract’). As mentioned, this right to change your mind does not apply to on-premises sales and purchases. Accordingly, if you are exercising your right to change your mind (and entitled to do so):

1. We may reduce your refund of the price (excluding delivery costs, which in any case are to be borne by you) to reflect any reduction in the value of the item, if this has been caused by your handling. If we refund you the price before we are able to inspect the goods and later discover that you have handled them in an unacceptable way, you accept that you will be obliged to pay us an appropriate amount for the damage caused.The same applies to any unacceptable handling, resulting in such a reduction of value, on the part of a third-party carrier whom you have engaged to return the item to us.
2. The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of an item within for instance, seven (7) days at one cost but you choose to have the item delivered within two (2) – three (3) days at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.

10.7 When your refund will be made. We will make any refunds due to you as soon as possible. If you are a consumer validly exercising your right to change your mind then:

1. If we have not offered to collect the item, your refund will be made within 14 days from the day on which we receive the item from you. For information about how to return a product to us, see clause ‎9.2.
2. In all other cases (as a consumer exercising your right to change your mind), your refund will be made within 14 days of your telling us you have changed your mind.

11. OUR RIGHTS TO END THE CONTRACT

11.1 We may end the contract if you break it. We may end the contract for a product at any time by writing to you if:

1. you do not make any payment to us when it is due and you still do not make payment within one (1) week of us reminding you that payment is due;
2. your payment fails and you do not remedy the default within one (1) of us notifying you about this;
3. you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to deliver the item, for example, the designated delivery address; or
4. you do not, within a reasonable time, allow us to deliver the item to you or collect it from us.

11.2 You must compensate us if you break the contract. 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 the item we have not delivered but we may deduct or charge you {% of sales price} as compensation for the net costs we will incur as a result of your breaking the contract.

12. IF THERE IS A PROBLEM WITH THE

12.1 How to tell us about problems. If you have any questions or complaints about the item, please contact us. You can telephone our customer service team at +00356 99984494 or write to us at info@artemisialtd.com or Artemisia Fine Arts & Antiques LTD, Ridge View, Triq is-Sagra Familja, Bidnija, Mosta MST 5012, Malta.

13. YOUR RIGHTS IN RESPECT OF DEFECTIVE PRODUCTS IF YOU ARE A CONSUMER

13.1 If you are a consumer, we are under a legal duty to deliver goods which are in conformity with this contract. Nothing in these terms will affect your legal rights.

13.2 Remedies for lack of conformity. In the case of a lack of conformity, you may either choose (at your own discretion) to receive an appropriate reduction of the price or else reject the item, on the basis of such a lack of conformity, and rescind the contract. If you decide to exercise your legal rights to reject an item on the basis of lack of conformity, you must then either return the item in person to where you bought it from, send it back to us at Artemisia Fine Arts & Antiques LTD, ‘Ridge View’, Triq is-Sagra Familja, Bidnija, Mosta MST 5012, Malta, European Union, using appropriate packaging and protective covers, or (if not suitable for posting or you otherwise feel that you lack the required knowledge or experience to arrange for its safe return), allow us or a third-party nominated by us in writing to collect it in writing. We will pay the costs of postage or collection. Please call customer services on +00356 99984494 or email us at info@artemisialtd.com for a return label or to arrange collection.

14. YOUR RIGHTS IN RESPECT OF DEFECTIVE PRODUCTS IF YOU ARE A BUSINESS CUSTOMER

14.1 If you are a business customer, you however accept that:

1. we are not answerable or liable for any apparent defects that you might have discovered for yourself at the time of sale;
2. we are not answerable or liable for any latent defects which were not known to us at the time of the sale;
3. we are not answerable or liable for any defects which develop or arise after the sale.

14.2 Without prejudice to Clause 14.1, we warrant that on delivery, and for a period of six (6) months from the date of delivery (the “Warranty Period”), items sold to you shall

1. conform with their description and any relevant specification;
2. be free from material defects in {IS THERE AN INDUSTRY STANDARD}.

14.3 Subject to Clause 14.4, if:

1. you give us notice in writing during the warranty period within a reasonable time of discovery that an item does not comply with the warranty set out in Clause 14.1;
2. we are given a reasonable opportunity of examining the item; and
3. you return the item to us at our cost,

we shall refund the price paid in full.

14.4 We will not be liable for a product’s failure to comply with the warranty in Clause 14.1 if:

1. you make any further use of the item after giving a notice in accordance with Clause 14.2(a), including any exhibit installation;
2. the defect arises because you failed to follow our oral or written instructions as to the storage, installation, use or maintenance of the item or (if there are none) good trade practices and standards;
3. you alter or modify the framing or casing of the item without our written consent; or
4. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or installation conditions.

14.5 Except as provided in this Clause 14, we shall have no liability to you in respect of an item’s failure to comply with the warranty set out in Clause 14.1

15. PRICE AND PAYMENT

15.1 Pricing. We take all reasonable care to ensure that the price (exc. VAT) of the item advised to you is correct. However please see Clause 15.‎3 for what happens if we discover an error in the price of the product you order.

15.2 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we dispatch the item, we will adjust the rate of VAT that you pay, unless you have already paid for the item in full before the change in the rate of VAT takes effect.

15.3 What happens if we got the price wrong. It is always possible that, despite our efforts, some of the items we sell may be incorrectly priced. We will normally check and confirm quoted prices before accepting your order so that, where the item’s correct price at your order date is less than our quoted price at your order date, we will charge the lower amount. If the item’s correct price at your order date is higher than the price quoted to you, we will contact you for your instructions before we accept your order.

If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any item provided to you.

15.4 When you must pay and how you must pay. We accept payment by bank transfers and all major credit cards. You must pay for the item before we dispatch it. Where applicable, we will not charge your credit or debit card until we dispatch the item to you.

15.5 We can charge interest if you pay late. 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 8% per annum. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount. You must pay us interest together with any overdue amount.

15.6 What to do if you think an invoice is wrong. If you think an invoice is wrong, please contact us promptly to let us know at info@artemisialtd.com. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved, we will charge you interest on correctly invoiced sums from the original due date.

16. INTELLECTUAL PROPERTY RIGHTS

16.1 All intellectual property rights in and to the item remain the property of Artemisia. Though it is termed a sale, you do not actually acquire any ownership over the intellectual property rights in and to the intellectual creation embodied in the item (the intellectual creation being the actual artwork, antique and so on). You are only acquiring ownership over the tangible property and/or medium on which that intellectual creation has been reproduced. This is with the exception of the copyright distribution right, which is exhausted upon the sale of the item to you.

16.2 All moral rights or broadly equivalent rights in the Item lie with the author or creator. No moral rights or broadly equivalent rights are in any way being assigned or alienated to you.

16.3 No obligation in the case of a resale by you of the item. Kindly note that a resale of the item may be subject to a droit de suite (resale royalty) in favour of its artist or creator. Accordingly, in the case of a further resale of the item by you, you will solely be responsible, to the exclusion of Artemisia, to ascertain the existence of this right and to fulfil it (where applicable). Artemisia will not be responsible for any payments owed as a result of your resale of the item.

16.4 You may not reproduce the item. You may also not produce any image of the Item, and may not, at any time, publish or submit for publication any reproduction or image of the Item to any third party, including any internet website for any purpose, without our express written consent.

16.5 Should you breach any of our intellectual property rights or your obligations under Clause 16.4:

1. the payment of damages will not be a sufficient remedy to compensate us for the breach;
2. we will be entitled to apply to the court for an order to prevent you from continuing to breach our rights and/or your obligations under these terms; and
3. we will also be entitled to issue take-down notices to the operators of any and all websites that contain the infringement or breach.

16.6 Intellectual property rights means patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, moral rights, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.

17. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A CONSUMER

17.1 We are only responsible for foreseeable losses or damages caused to you that arise by reason of a failure on our part to fulfil an obligation constituting a fundamental element of (i) these Terms or (ii) the contract for our sale of an item to you. If we fail to comply with a fundamental element of these terms, or otherwise fail to fulfil a completed sale, we will be responsible for the losses or damages that you suffer which are a foreseeable result of our breaking that contract. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the sale was completed, both we and you knew it might happen, for example, if you discussed it with us during the sales process. To the full extent permitted under applicable law, our (potential) liability to you shall be capped in accordance with Clause ‎19.

17.2 Notwithstanding Clause ‎17.1, we do however 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.

17.3 We are not liable for business losses. If you are a consumer we only sell and deliver an item to you for your domestic and private use. If you use the item for any commercial, business or re-sale purpose, our liability to you will be excluded as set out in Clause 18.

18. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A BUSINESS

18.1 Nothing in these terms shall limit or exclude our liability for:

1. death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
2. fraud or fraudulent misrepresentation; or
3. any matter in respect of which it would be unlawful for us to exclude or restrict liability.

18.2 Subject to Clause 18.1 we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit or any indirect or consequential loss, including any loss of business, loss of goodwill or loss reputation, arising under or in connection with any contract between us for an item.

19. LIABILITY CAPPING

19.1 Whether you are a consumer or a business. Without any prejudice whatsoever to Clause ‎17 or Clause ‎18, to the full and maximum extent permitted by applicable law, our total liability to you for any and all losses or damages arising under or in connection with these Terms or any contract between you and us for an item, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall under all circumstances be limited to the lesser of (i) {INSERT FIGURE} or (ii) {INSERT} % of the total sum paid by you in respect of the item giving rise to your claim for losses or damages. (could you kindly advise on a best way forward)

19.2 For avoidance of doubt, the limitation of liability set out in Clause ‎19.1 shall apply if and only to the extent that the exclusions of liability that are established under Clause ‎17 or Clause ‎18 (as applicable in the circumstances) are held to be unenforceable under applicable law by a competent court or tribunal.

20. RIGHT OF FIRST REFUSAL

20.1 Artemisia shall have a right of first refusal if and when you decide to transfer the item, whether by onerous or gratuitous title. You are thus bound to inform Artemisia in writing if you plan on transferring the item, and shall provide sufficient details on the price and terms (if any) that you are proposing or considering.

20.2 In the event that our quotation and terms are the same or more advantageous than those offered by third parties, you shall be obliged to transfer the item to Artemisia. If, on the other hand, any third party offers you more advantageous terms, you shall afford Artemisia the opportunity to match the offer of such third party.

21. HOW WE MAY USE YOUR PERSONAL INFORMATION

21.1 How we will use your personal information. We will only use your personal information (personal data) as set out in our Privacy Notice https://artemisialtd.com/privacy-policy.

22. OTHER IMPORTANT TERMS

22.1 These terms shall govern and apply to any contract concluded between you and Artemisia for the sale and purchase an item of Non-Consigned Art. In respect of a resultant contract, you and Artemisia may agree to additional or supplemental terms, specific and applicable only to that contract. However, in the event of a conflict, these terms shall always prevail, unless the affected term has been expressly waived or excluded in writing by us (Artemisia).

22.2 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to a third party (including consigning galleries and dealers).

22.3 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.

22.4 Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms.

22.5 These Terms shall inure to our benefit, and that of our successors and assignees.

22.6 If a court finds part of this contract illegal, the rest will continue in force. Each of the clauses and paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful and/or unenforceable, the remaining clauses and paragraphs will remain in full force and effect. Moreover, if any unlawful and/or unenforceable clause or paragraph would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause or paragraph will continue in effect.

22.7 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to deliver the item, we can still require you to make the payment at a later date.

22.8 We reserve the right to make changes to these terms from time to time, but if we do so we will notify you, and you may then contact us to end the contract before the changes take effect and receive a refund for any items paid for but not received. Where however you do not contact us and object to the changes made within one (1) week of your receipt of notice, this will to amount to your acceptance of and consent to be bound by the updated or modified Terms in full.

22.9 For all disputes which may arise in relation to these terms and/or a resultant contract for the sale and purchase of an item of Non-Consigned Art, you and Artemisia shall make every reasonable effort to resolve the dispute amicably in the least onerous manner and without the need of resorting to or instituting judicial proceedings (of whatever form or nature), and this by conducting negotiations in good faith.

22.10 Which laws apply to this contract and where you may bring legal proceedings if you are a consumer. These terms (including their subject-matter and formation), and all sales and purchases between you and us in respect of items of Non-Consigned Art, are governed and construed exclusively in accordance with the laws of Malta, and you can bring legal proceedings in the Maltese Courts. The provisions of the Vienna U.N. Convention on Contracts for the International Sale of Goods of 11 April 1980 are hereby excluded in full.

22.11 Alternative dispute resolution if you are a consumer. Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. Kindly note that disputes may be submitted for online resolution to the European Commission Online Dispute Resolution (ODR) platform (accessible on http://ec.europa.eu/odr).

1. You may submit your complaint through this online platform in your own language. The complaint is in turn sent to us and an Alternative Dispute Resolution (ADR) entity will accordingly be chosen by us. Once you, as the consumer, and us, as the relevant trader, are in agreement regarding the ADR entity, the complaint will automatically be transferred to that entity, and a decision taken in 90 days; and
2. ADR Malta and the Complaints and Conciliation Directorate are currently the Maltese bodies that would manage such a dispute. A list of all the authorised ADR entities can be found on the ODR platform’s website, under the link “Dispute Resolution Bodies”.

22.12 Which laws apply to this contract and where you may bring legal proceedings if you are a business customer. If you are a business customer, these terms, including their subject-matter and formation, and all sales and purchases between you and us in respect of items of Non-Consigned Art, are governed and construed exclusively in accordance with the laws of Malta. The provisions of the Vienna U.N. Convention on Contracts for the International Sale of Goods of 11 April 1980 are hereby excluded in full.

Furthermore, you and Artemisia hereby agree to submit and settle all disputes, controversies or claims (whether contractual or non-contractual) arising out of or otherwise relating to these terms, including its subject matter and formation, as well as all sales and purchases between you and us in respect of items of Non-Consigned Art, to arbitration in Malta in accordance with Part IV (Domestic Arbitration) or Part V (International Arbitration) of the Malta Arbitration Act (depending on your domicile) and the Arbitration Rules of the Malta Arbitration Centre as at present in force, which rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The place of arbitration shall be Malta. The language to be used in the proceedings shall be English. The applicable substantive law shall be the laws of Malta. The award shall be final and binding upon the Parties, and no appeal shall lie thereto.