Terms and conditions
1. Introduction

1.1 These Terms and Conditions govern your relationship with “EM Studio Gallery” and apply to all quotations, offers, orders and contracts for sale of Goods. Please ensure that you read these Terms and Conditions carefully, and check that the details on any quotation, offer, order or contract and in these Terms and Conditions are complete and accurate. If you think that there is a mistake, please contact EM Studio Gallery to discuss, and please make sure that you ask us to confirm any changes in writing to avoid any confusion.

1.2 In these Terms and Conditions, unless stated otherwise:

Buyer – means the purchaser of the Goods from EM Studio Gallery;

EM Studio Gallery – means the company selling the Goods being a trading name of EM Studio Gallery, a company registered in Amsterdam under company number 08163927, registered office at EM FilmWorks, Witte de Withstraat 4, 1057CV, Amsterdam.

Goods – means the items to be sold to the Buyer by EM Studio Gallery, either all or part of them as set out in the written invoice issued by EM Studio Gallery pursuant to clause 2.2;

Terms and Conditions – means the terms and conditions set out in this document.

1.3 The Terms and Conditions constitute the entire understanding of the parties and supersede all prior discussions, negotiations, agreements and understandings, whether oral or written.

1.4 No change or modification of the Terms and Conditions (including change orders) is valid unless it is IN WRITING AND SIGNED BY ALL THE PARTIES.

1.5 If any part of the Terms and Conditions is held invalid, unenforceable or void by a court of competent jurisdiction, the Terms and Conditions are considered divisible as to such part, and the remainder of the Terms and Conditions are valid and binding as though such part was not included in the Terms and Conditions to the fullest extent permitted by law.

1.6 The Terms and Conditions are governed by Dutch law (without regard to the laws that might be applicable under principles of conflicts of law) as to all matters, including, but not limited to, matters of validity, construction, effect and performance and both parties agree to the exclusive jurisdiction of the Dutch courts.

1.7 The Terms and Conditions may be executed in two or more parts, each of which shall be deemed an original but all of which together shall be one and the same instrument.

1.8 Nothing in these Terms and Conditions affects the statutory rights of any consumer.

1.9 If EM Studio Gallery fails, at any time while these Terms and Conditions are in force, to insist that the Buyer performs any of its obligations under these Terms and Conditions, or if EM Studio Gallery does not exercise any of its rights or remedies under these Terms and Conditions, that will not mean that EM Studio Gallery has waived such rights or remedies and will not mean that the Buyer does not have to comply with those obligations. If EM Studio Gallery does waive a default by the Buyer, that will not mean that it will automatically waive any subsequent default by the Buyer. No waiver by EM Studio Gallery of any of these Terms and Conditions shall be effective unless it expressly says that it is a waiver and it tells the Buyer so in writing.

1.10 A person who is not party to these Terms and Conditions shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties).
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2. Order

2.1 Any offer or acceptance of a quotation made by the Buyer will be deemed an offer to purchase the Goods governed by these Terms and Conditions.

2.2 No offer or acceptance of a quotation will be deemed a binding agreement of a sale until confirmation we receive part or full payment.

3. Purchase Price and Payment Methods

3.1 The purchase price shall be the price offered by EM Studio Gallery.

3.2 All payment shall be made in Euro’s and the agreed price is due in full at the time the offered price is accepted and confirmed by invoice, unless agreed otherwise in writing.

3.3 Ownership (legal title) of the product will not pass to Buyer until the accepted and confirmed price is paid in full by the Buyer and received by EM Studio Gallery in cleared funds.

3.4 Late Fees. Any payment not paid in full as per the Terms and Conditions will be subject to interest.

4. Refunds

When the artist/client has chosen one of the package offers of EM Studio Gallery and is scheduled to exhibit their work in one of the gallery’s spaces and made full or partial payment EM Studio Gallery no longer can refund the money in case the artsist has changed their mind.
This agreement also includes other activities at EM Studio Gallery.

General consignment and exhibition conditions

General consignment and exhibition conditions of Em Studio Gallery, located in Amsterdam.
These conditions apply to all exhibition and consignment agreements of Em Studio Gallery, registered under number 08163927 at the Chamber of Commerce in Amsterdam.
Our VAT number is: NL2344.80.695.B01

Article 1. Consignment
1. Em Studio Gallery takes artworks as mentioned under article 2 into custody for a mutually agreed consecutive period.
2. The consignment ends automatically if and to the extent that artworks are transferred in ownership based on sales in accordance with article 4.
3. The consignment fee is 0% of the sales price.
4. The unsold works will be collected by the artist as soon as possible after the agreed period.

Article 2. Artworks
1. The artworks to be consigned by the artist are named and described (title, description, material, and size), priced, and provided with a registration number on a consignment list signed by both parties and attached to the agreement.
2. Works must be exhibition-ready upon delivery.
3. The works remain the property of the artist unless and until they are sold to third parties by the gallery owner.

Article 3. Exhibition
1. Em Studio Gallery is authorized to exhibit the artworks for sale at its own expense, where Em Studio Gallery has the freedom to organize this exhibition at its discretion. When agreed, the exhibition will be jointly organized.
2. Em Studio Gallery provides support for an exhibition on its website www.emstudiogallery.com.
3. Em Studio Gallery informs the artist of any exhibitions by, for example, sending invitations and/or posters.

Article 4. Authorization
1. During the consignment contract, the artist grants Em Studio Gallery exclusive authorization to sell the relevant artworks in the name, on order, and for the account of the artist.
2. Em Studio Gallery clearly indicates on the invoice to the buyer that the (sale) transaction is concluded between the artist and the buyer, with Em Studio Gallery as an intermediary collecting the (sale) price on behalf of the artist.

Article 5. Sale and commission
1. For each work sold by Em Studio Gallery based on an agreement, the artist receives 100% of the full sale price.
2. Em Studio Gallery receives 0% of the full sale price as compensation for the services rendered by her in each sale.
3. Em Studio Gallery will sell an artwork, except as provided in paragraph 4 of this article, only at the prices listed on the consignment list.
4. Em Studio Gallery will not grant any discounts on the price without prior written consent of the artist.
5. Em Studio Gallery takes care of receiving visitors and intermediates in the event of a sale. Of course, the exhibitor is welcome to be present for the reception of visitors in consultation.

Article 6. Specification and settlement
1. Within 7 days after the date of sale, Em Studio Gallery will transfer the amount due to the artist to the bank/giro account number NL37ABNA0497557029 mentioned in the agreement, and also send a specification of the settlement, if possible including the name and address of the buyer and the details of the sold artwork.

Article 7. Insurance
1. Em Studio Gallery is insured up to €0 per exhibition. This includes transportation to and from the exhibition.
2. The artworks are not insured against theft, damage or burglary damage.
3. The gallery is not liable for theft, damage, or burglary during the exhibitions or outside the opening hours of the gallery.
4. After delivery of the artworks, the artworks are checked together by the artist and Em Studio Gallery. Any damage is noted on both consignment lists.
5. All risks that fall outside the conditions are at all times fully the responsibility of the artist.
6. When the value of the exhibition exceeds €20,000, the agreement will include how the risk will be covered.

Article 8. Promotion
1. The exhibition will be announced on the EM Studio Gallery website, the artist must provide a short CV and make visual materials available.
2. EM Studio Gallery is obliged to post exhibition information on the website www.emstudiogallery.com and on social media such as Facebook, Facebook events, and Instagram. The artist is invited to become a member of their own Facebook event to spread it through their network.
3. EM Studio Gallery also takes care of the online invitations together with the artist and sends them out. The artist can provide a list of contacts who should receive an invitation. EM Studio Gallery may limit the number of guests invited by the artist. The cost of the opening reception is covered by the artist.

Article 9. Copyright
1. The artist retains full copyright to their artworks, even after a sale.

Article 10. Termination
1. In connection with promotional activities, as mentioned in article 8, the agreement cannot be terminated prematurely.
2. When the agreement is terminated prematurely, the artist owes EM Studio Gallery three months’ rent.
3. The agreement ends automatically and immediately when the person who owns EM Studio Gallery is declared bankrupt or when a suspension of payment has been requested for them, with the obligation of immediate return of the artworks and immediate settlement of any amounts owed to EM Studio Gallery.
4. The artist has the right to terminate this agreement immediately if the person who owns EM Studio Gallery dies or if the legal entity is dissolved.

Article 11. Amendment of the general terms and conditions
1. EM Studio Gallery reserves the right to amend or supplement these consignment and exhibition terms and conditions.
2. The version that applied at the time of the conclusion of an agreement always applies.

Amsterdam, January 01, 2019.