1. The  following  conditions  (the “Conditions,  each a “Condition”)  shall,  unless  otherwise  agreed  in  writing  by Martinspeed Limited (the “Company”), apply to all contracts (each a “Contract”), whether written or oral, entered in to by the Company with any customer (a “Customer”).   Each Condition shall be a separate and severable  Condition  and shall  be deemed to be a Condition  of  each Contract.   In  the event that any of these Conditions is unenforceable, the remaining Conditions shall remain in force.  The Company does not contract as a common carrier.
  2. Each quotation by the Company shall be treated  as an invitation  to treat, may be withdrawn at any time until it has been accepted and shall automatically lapse after thirty days if not so accepted.  The Customer’s acceptance of  a quotation  must be in  writing,  which  may include  email  and cannot be withdrawn  once given without the Company’s consent in writing.  The Company shall not be bound until it has accepted the Contract in writing.
  3. When accepting a quotation, the Customer must provide a written description and an accurate estimate of the value  of  the goods  to which  the Contract  relates  (the  “Goods”) in  sufficient  detail  to enable  the Company to make declarations for Customs and any other relevant purposes.  The Company shall be under no liability to the Customer whatsoever for Goods delivered for transportation or storage, which are not included,  or  are  inaccurately  detailed,  in  the description  provided  to the Company pursuant  to this Condition.
  4. The Company reserves the right to recover from the Customer increases in third party costs including storage, transportation freight and insurance, which the Company is obliged to meet in carrying out the terms of the Contract and any additional cost arising from changes in rates of exchange (where appropriate) between the date of quotation and the date of the payment of such charges.
  5. The  Customer  shall  indemnify  the Company against  all  taxes, duties  and other  imposts  incurred  by the Company in  performing  its  duties  under  the Contract,  and shall  reimburse  the Company on demand  in respect of all such payments incurred by it.   The Customer shall further indemnify the Company from and against any losses, damages, claims, expenses, imposts and fines and any other liability whatsoever and howsoever arising as a result of any misdescription of the goods provided pursuant to Condition 3.
  6. Unless  otherwise  stated,  all  payments  to the Company must be made in  full  in  Sterling  and are  payable within  thirty  days  of  the date of  the Company’s  invoice.    Value  Added  Tax  (where  applicable)  shall  be added at the rate prevailing at the date of the invoice.
  7. If the Customer fails to pay any amount due under a Contract on or before the due date for payment, the Company may, in addition to any other rights it may have, charge interest at the rate of 4% above the base rate of HSBC Bank plc from time to time from the due date for payment until the actual date of payment.
  8. The Customer contracts with the Company as the legal owner of the Goods or as the authorised agent of the legal owner of the Goods; in which event the Customer warrants that it has the authority to accept these Conditions on behalf of the owner and full power to act, and give instructions to the Company, in relation to the Goods.
  9. If during the course of any Contract title to the Goods is transferred, the Customer will procure that the transferee  will  accept the Goods  subject  to the Contract  as  if it  were  the Customer  provided  that (a) this shall not affect  the Customer’s  continuing liability under  the Contract; and (b) the Customer will indemnify the Company against any claim by the new owner of the Goods for actions properly taken by the Company in fulfilling the terms of the Contract.
  10. The Company may at its discretion sub-contract any of the services it has contracted to carry out upon such conditions as seem reasonable to it.  Any sub-contractor shall have the benefit of these Conditions and shall be under no greater or additional liability to the Customer than the Company.
  11. In the absence of the specific written instructions of the Customer as to the transportation or handling of the Goods, or  where  such  instructions  cannot reasonably be implemented, the Company reserves  the right at the Customer’s risk to take such action or alternative action as it considers reasonable to protect the Goods.
  12. Save where the Company has otherwise specifically agreed in writing, the Company will not arrange or be responsible for the storage of Goods except as may be necessary in the course of performing its duties under the Contract and then only at the Customer’s cost and risk.
  13. Save where the Company has otherwise specifically agreed in writing, or in accordance with a Contract for works  by the Company which  includes  the same,  the Customer  will  be solely  responsible  for  packing, wrapping or otherwise protecting the Goods.
  14. The  Customer  shall  insure  the goods  during  transportation  and while  in  storage  and, save  as  otherwise provided in these Conditions, the Company shall be under no liability to the Customer for loss or damage to the Goods during transportation or while in storage, howsoever such loss or damage arises.
  15. The  Company shall  not be liable:  a)  for any loss  or  damage which  is  occasioned  by a risk  which  is  not insured; b) any loss in excess of the value declared pursuant to Condition 3; or c) any loss arising from the insurance policy being avoided because of misdescription of the Goods pursuant to Condition 3.
  16. The Company will not undertake to transport or store perishable, dangerous, noxious or inflammable goods (“noxious goods”).  If noxious goods are presented to the Company, the Customer shall indemnify and keep indemnified the Company, its servants, agents and sub-contractors against any loss or damage whatsoever and howsoever arising from their handling of the noxious goods and any liability arising, penalty, costs or charges  relating thereto.   The  Company shall at its  sole discretion have the power  to destroy or  dispose of such noxious goods as agent of the Customer.
  17. All Goods delivered to the Company must clearly specify the address for delivery.   In the event that the Company is  unable  for any reason  beyond  its  reasonable  control  to deliver  the Goods  to the address specified, or if the address is incorrect, the Company shall seek further instructions from the Customer.   The Customer  shall  be responsible  for  the Company’s  costs  and charges  for storing  the Goods  pending  such further instructions and for carrying out those instructions.  If the Company does not, within 21 days of sending a notice to the Customer seeking further instructions, obtain such further instructions from the Customer, then the Company may exercise the power of sale contained in Condition 19.
  18. The  Company shall have the right  to retain all Goods  (and documents relating  thereto) under a particular and general lien and right of detention for all charges incurred pursuant to the terms of the Contract relating to the Goods and in respect of any other monies owing by the Customer to the Company. If the Customer fails to pay any monies due to the Company within 30 days of the Company’s demand for payment, then the Company shall be entitled to invoke the power of sale set out in Condition 19  over the Goods in the Company’s possession.

19.1    Subject to the provisions contained in Conditions 19.2  and 19.3,  where the power of sale has arisen, the Company may sell the Goods at auction or otherwise.  The Company shall use all reasonable endeavours to obtain the market value of the Goods sold.  Payment or tender of the net proceeds to the Customer after deduction  of  all  costs, charges  and interest  chargeable  under  the Contract,  together  with  storage  and disposal expenses in relation to the Goods, shall discharge the Company from all liability in respect of the Goods, their transportation and storage.

19.2    The  Goods  may not be sold  unless  the Company shall  first  have made reasonable  efforts  to notify  the Customer of  the Company’s intention  to sell the Goods.   The Goods  may then be sold unless, within a reasonable time (such time to be specified in the notice), the Customer shall have paid to the Company all outstanding charges (including interest thereon) and arranged for the Goods to be collected.

19.3    Pending  the expiry  of  the notices  referred  to in  Conditions  17,  19.1  and/or  19.2  and the disposal  of  the Goods, the Company shall at the expense, and on behalf,  of the Customer arrange appropriate storage of the Goods.

  1. 20. Provided that the Company has used all reasonable efforts to minimise the loss, damage or delay, the Company shall not be liable for any loss, damage or  delay in relation  to the Goods  which arises  from any cause beyond the Company’s reasonable control.  Without prejudice to the generality of the foregoing, the following shall be regarded as beyond the Company’s reasonable control: –

(a)   act of God, explosion, flood ,tempest, fire or accident;

(b)   any consequence of war, act of foreign power, terrorism, insurrection, civil disturbance, requisition or destruction of or damage  to property by or under the order of any government or public or local authority;

(c)    seizure or forfeiture under legal process;

(d)    error, act, omission, misstatement or misrepresentation by the Customer or other owner of the Goods or any servant or agent of them;

(e)    import or export regulation or embargoes;

(f)      strikes,  lock-outs  or  other  industrial  actions  or  trade  disputes  (whether  involving  employees  of  the

Company or of a third party);

(g)    any special handling requirements for the goods not notified in writing to the Company;

(h)      insufficient  or  inadequate  packing,  wrapping  or  protection  of  the goods  or,  where  the goods  are  in store, the deterioration of such packing, wrapping or protection unless the Company has specifically agreed in writing to provide this service;

(i)       insufficient or improper labelling or addressing of the Goods.

  1. The  Company shall  not be liable  for loss  of,  or  damage  to, the Goods,  or  delay or  misdelivery,  in  any circumstance  unless  it  can be proved  that the same  was  caused  by the wilful  neglect  or  default,  or  a criminal act, of the Company or its servants, agents or sub-contractors.
  1. The Customer shall inspect, or arrange for the inspection of, the Goods within 7 days of being notified of their delivery to the delivery address and the Company shall not be liable for:

(a)   damage to the Goods or any part of them, unless within 3 days of inspection the Customer gives notice to the  Company in writing specifying in detail the nature of the claim, and the Company is given an opportunity to inspect the damaged Goods within a reasonable any period after any claim has been notified to the Company; or

(b)    loss  of  the Goods  or  any part  of  them, unless  within  10  days  of  the anticipated  date of  delivery  the

Customer gives notice to the Company in writing specifying in detail the Goods that are missing.

  1. (a)   Any  claim by the Customer against the Company arising in respect of any service provided for the Customer, or which the Company has undertaken to provide, shall be made in writing and notified to the Company within  14 days of  the date upon which  the Customer became, or ought reasonably to have become aware of any event or occurrence alleged to give rise to such a claim, and any claim not made and notified  as  aforesaid  shall  be deemed to be waived  and absolutely  barred,  except where  the Customer  can show that it  was  impossible  to comply  with  this  time  limit,  and that he has made claim as soon as it was reasonably possible for him to do so.

(b)    Notwithstanding  the provisions  of  sub-paragraph  (a) above,  the Company shall  in  any event be discharged of any liability whatsoever and howsoever arising in respect of any service provided for the Customer, or which the Company has undertaken to provide, unless suit be brought and written notice thereof given to the Company within nine months from the date of the event or occurrence alleged to give rise to a cause of action against the Company.

  1. Unless  otherwise  agreed  in  writing between the Company and the Customer, the liability of  the Company shall be limited to:

(a)   in respect of loss  or  damage  to the Goods  whilst  they are  the responsibility of  the Company (i) a maximum rate of £2,000 per tonne of the gross weight of the Goods lost or damaged; or (ii) £1,000 in respect  of  each Contract;  or  (iii)  the market  value  of  the Goods  lost  or  damaged,  whichever  is  the lowest amount;

(b)    in respect of  delay  (i) the amount of  the Customer’s  bona fide loss; or  (ii) the amount of  the charges under the Contract, whichever is the lower amount.

  1. Nothing in any Contract shall limit the Company’s liability in respect of any claims:-

(a)   for death or personal injury caused by its negligence and/or that of its employees, agents and/or sub- contractors;

(b)    resulting from any fraud including fraudulent misrepresentation; and

(c)    for which liability may not otherwise lawfully be limited or excluded.

  1. Subject  to Condition  25,  in  no event shall  the Company be  liable  to a Customer  under  contract,  tort including  negligence, breach of  statutory  duty or  otherwise  for any indirect  or  consequential  damages including:-

(a)   loss of profits;

(b)    business interruption; (c)    loss of sales;

(d)    loss of turnover; and

(e)    loss of opportunity,

even if  the loss  was  reasonably  foreseeable  or  the Customer  has  been advised  of  the possibility  of  such damages.

  1. The Company reserves the right to perform the Contract in instalments, each one of which shall be deemed to be the subject of a separate contract.  Any failure by the Company in relation to any one instalment shall not entitle the Customer to repudiate the Contract as a whole or any other instalments relating to it.
  2. The waiver by either party of a breach or default of any of the Conditions by the other party shall not be construed as a waiver of any succeeding breach of the same or other Conditions, nor shall any delay or omission on the part of either party to exercise or avail itself of any right power or privilege that it has or may have hereunder, operate as a waiver of any breach or default by the other party.
  3. Any  notice, request, instruction or other document to be given hereunder shall be delivered or sent by first class post or facsimile transmission (such facsimile transmission notice to be confirmed by letter posted within

12 hours) to the address or to the facsimile number of the other party set out in the order from (or such other address or numbers as may have been notified) and any such notice, request, instruction or other document shall be deemed to have been served at the time of delivery (if delivered), upon the expiration of 48 hours after  posting  (if  sent  by post)  and upon the expiration  of  12  hours  after  dispatch  (if  sent  by facsimile transmission).

  1. The Conditions shall be governed by and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English courts.

Data Protection Notice

1         The Company may transfer information about a Customer to its financiers, who:

(a)    may store and process use, analyse and assess information about the Customer, including the nature of its transactions, and exchange such information with other members of their group of companies and others   for  credit  or   financial   assessment,   market   research,   statistical   analysis,   insurance   claim, underwriting and training purposes and in making payments   and servicing their agreement with the Company;

(b)    from time  to time, may make  searches of  the Customer’s  record  at credit  reference  agencies  where

the Customer’s record with such agencies may include searches made and information given by other businesses;  details  of  their  searches  will  be kept  by such  agencies  but will  not be seen  by other organisations that may make searches; on their computers, the computers of any associated company used  by them and in  any other  way.  This  will  be used  by them for credit  or  financial  assessments,  in making payments, in recovering debts, for training purposes and preparing statistics. They may also use such information to prevent bad debts, fraud and money laundering;

(c)    from time to time, may make searches of the Customer’s record at their credit reference agency where the Customer’s record with such agency may include searches made and information given by other businesses;  details  of  their  searches  will  be kept  by  such  agency  but will  not be  seen  by other organisations that make searches with that agency;

(d)   may give  information  about the Customer  and its  indebtedness  to the following,  for the purposes

stated:

(i)   any associated company of theirs – to make credit or financial decisions and for statistical analysis; (ii)   the Company’s  or  their insurers  for underwriting  and claims  purposes  – to quote for and issue  any

policy or to deal with any claims;

(iii)  any guarantor or indemnifier of the Customer’s or the Company’s obligations to enable them – to assess such obligations;

(iv) their bankers or any advisers acting on their behalf – to carry out services to them;

(v)  any business  to whom the  Customer’s  indebtedness  or  the Company’s  arrangements  with  its financiers may be transferred – to facilitate such transfer;

(e)    may monitor and/or record any phone calls the Customer may have with them, for training and/or security purposes;

(f)      may make decisions about the Customer solely using an automated decision-making process, such as credit scoring. However, they will tell the Customer if they make a significant decision only using such a process. If the Customer’s request is refused the Customer can then request a review of the decision by them, using other means.   In the event that they transfer all or any of their rights and obligations under their agreement with the Company to a third party, may transfer information about the Customer to enable the third party to enforce their rights or comply with the obligations.

  1. The  Company will  provide  the Customer  with  details  of  its  financiers  on request,  including  a contact telephone number, if the Customer requires details of the credit reference agencies and other third parties referred  to above  from whom they obtain, and to whom they may give, information  about the Customer. The Customer has a legal right to these details. The Customer also has a right to receive a copy of certain information which the Company’s financiers hold about the Customer if  the Customer applies to them in writing. However, a fee will be payable.

31.Temporary Admission Guarantee

(a)    Martinspeed can provide Temporary Admission Guarantees to commercial galleries domiciled outside the EU, subject to approval by the directors.

(b)    When the company is importing works of art onto its TA Guarantee, it is acting as the UK representative of the gallery.

(c)    Works of art can remain on the company’s TA Guarantee for up to 4 months.

(d)    The Company has to have control of the works during shipping and transportation. (e)    The purpose must be for importation with a view to a sale.

(f)      Martinspeed must be informed of the location of the work at all times.

(g)    The company has an exclusive right to complete all customs entries in relation to all works of art entered onto the company’s TA Guarantee.

(h)      The  company  undertakes  to provide  safe  carriage,  installation  and display  around  the works  of  art during display at a fair or gallery.

(i)       The company undertakes to provide security around the works of art during display at a fair or gallery in conjunction with the fair organisers and/or the gallery.