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Terms and Conditions of Sale

Except as otherwise set out herein, these terms and conditions (the “Terms”) shall constitute the whole agreement (“Agreement”) between the Buyer (“Buyer”) and Studio Art Quilt Associates, Inc. (“SAQA”) as to the purchase and sale of the artwork and shall supersede all prior oral or written representations, warranties, terms, conditions or agreements, express or implied, to the contrary. SAQA hereby gives notice that it objects to any term or condition contained in any document or form supplied by Buyer to SAQA which is in addition to or different from these Terms.

 

PRICE

The price for the artwork is as listed on SAQA’s website (www.SAQA.com).

 

TITLE

The artwork is owned by the artist. SAQA acts herein as a gallery. Artist has represented to SAQA that he or she owns the artwork free and clear of all claims and encumbrances. SAQA is authorized to sell the artwork on the artist’s behalf.

 

PAYMENT

The artwork may be purchased by check, Visa, Mastercard, or American Express. Check should be made payable to SAQA and mailed to SAQA, P.O. Box 572, Storrs, CT 06268. Note: $1000 of the purchase price is non-refundable (unless quilt is damaged).

 

SHIPPING

All items are shipped from the United States.  All customs duties, import fees and taxes are the responsibility of the recipient. An additional shipping surcharge may apply to international purchases.

 

DELIVERY OF ARTWORK

All artwork offered for sale is committed to completing the travel listed with its exhibition information. At the end of the exhibition’s travel, SAQA will ship the artwork to Buyer. Shipping dates and delivery dates are approximate and shall not operate to bind SAQA to ship or make deliveries on the dates stated herein. SAQA shall have no liability for delays in shipment resulting from circumstances beyond its reasonable control.

In the event SAQA is unable to deliver the artwork due to circumstances beyond its control SAQA shall have the exclusive option to cancel this contract without any further liability or obligation to Buyer. A full refund will be issued.

 

DAMAGE AND RISK OF LOSS

Should damage occur to the artwork before the end of the exhibition’s travel, the sale is null and void and a full refund will be issued. Delivery shall be made f.o.b. the Buyer’s ship to address. Risk of loss passes to Buyer upon Buyer’s receipt of the artwork.

 

RETURNS

 

LIMITATION OF LIABILITY

Other than as expressly set forth herein, SAQA shall not be liable to Buyer, either directly or indirectly, for any direct, special, consequential or incidental damages, such as, but not limited to, property damage, loss of profit or loss of use of artwork. The rights and remedies herein provided for are cumulative and not exclusive of any legal or equitable rights and/or remedies that may be available to either party. No failure or delay to exercise, nor single or partial exercise of, any right, power or remedy in connection with this Agreement will operate as a waiver thereof nor preclude any other or further exercise of any such right, power or remedy. Any express waiver of any breach of this Agreement shall not be deemed to be a waiver of any subsequent breach.

 

INTERNATIONAL ORDERS

International orders will require a shipping surcharge, which will be individually calculated based on weight and destination.

TAXES AND DUTIES

In addition to the price specified, Buyer shall be liable to pay, and shall pay, all amounts due and payable, whether now or in the future, in respect of taxes, tariffs and duties levied in respect of the sale, manufacture, delivery, use and/or other handling, importation or exportation of the artwork.

 

REPRESENTATIONS AND WARRANTIES

Buyer agrees that it has not been induced to enter, nor has it relied in entering, into this Agreement on any oral or written representation, guaranty or warranty made by SAQA, its employees, agents or representatives other than as expressly set out in this Agreement. SAQA warrants that the artwork supplied hereunder will conform to the description of such artwork on SAQA’s website (www.SAQA.com), and that SAQA will convey good title free from any lawful security interest, lien or encumbrance other than as stated herein. Other than as set forth herein, SAQA makes no warranty that the artwork shall be satisfactory or fit for any particular purpose (whether or not it shall be aware of any such purpose) and further makes no other warranty, express or implied, except as is expressly set forth herein. Buyer and SAQA represent and warrant each on behalf of itself that (i) it has all requisite power, authority, licenses and approvals to enter into and perform its obligations under the Agreement; (ii) it or any person designated by it (including any signatory hereto) has due authorization to act in all respects relating to this Agreement; and (iii) this Agreement and the transaction relating thereto are its valid and legally binding obligations enforceable against it in accordance with their terms.

 

ACCELERATION AND/OR TERMINATION OF CONTRACT; SET OFF

Where Buyer fails to pay any invoice or otherwise is in material breach of this Agreement or any other contract with SAQA, or in the event of the bankruptcy, insolvency, liquidation or appointment of a receiver of Buyer, or analogous occurrence, any and all payments due from Buyer to SAQA under this Agreement shall become due and payable. SAQA further reserves the right to cancel this Agreement or retain or take possession of the artwork and to withhold and/or stop artwork in transit or take any other action to protect the rights of SAQA. On the occurrence of any of the foregoing, Buyer agrees to indemnify and hold harmless SAQA for all its costs and losses arising therefrom. SAQA may set off any claim of SAQA to the Buyer against any claim of the Buyer to SAQA. Where amounts to be set off are in different currencies, SAQA may convert amounts from one currency into the relevant currency at the market rate then prevailing.

 

FORCE MAJEURE

SAQA shall not be liable for any damages resulting from any delay or failure of performance arising from any cause not reasonably within its control including, but not limited to: acts of god; fire; earthquake; hurricane or other weather conditions; labor disputes; unavailability or shortage of power, transportation, materials or energy sources; wars; civil disorders; acts of government or governmental agencies; failure of SAQA’s source of supply or manufacture to perform or make delivery. Where SAQA is affected by any such force majeure event, it shall give prompt notice to Buyer. Any additional costs or charges incurred as a result or in consequence of any force majeure event shall be for the account of Buyer. In the event of an occurrence of a force majeure event, the time for performance under this Agreement shall be extended for any period reasonably necessary due to such occurrence during which the Agreement will remain in full force and effect, provided that where the force majeure event continues for greater than 30 days, SAQA shall have the right to terminate this Agreement without liability or further obligation to Buyer.

 

CHOICE OF LAW AND FORUM

This Agreement shall be deemed to be made and performed in the State of Connecticut. The laws of the State of Connecticut shall govern this Agreement, exclusive of said state’s choice of law rules. Any dispute arising under this Agreement shall be resolved in the Superior Court for the State of Connecticut (the “Forum Court”). The parties hereby: (a) consent to the Forum Court’s jurisdiction, (b) agree that venue in the Forum Court is proper, (c) waive the right to move for a transfer of venue from the Forum Court on the ground that it is an inconvenient forum or otherwise, and (d) consent to personal jurisdiction in the Forum Court.