General Terms and Conditions

1) Legal Scope

The business relationship between WFA Online AG (WFA ONLINE) and the Customer are governed only by the following terms and conditions, valid at the time of the order. WFA ONLINE accepts no other conditions from the Customer, unless WFA ONLINE expressly agrees to them in writing.

2) Conclusion of Contract

1. An order made on WFA ONLINE is identical to an offer to conclude a purchase contract. After ordering on WFA ONLINE, an e-mail will be sent from WFA ONLINE to the Customer, confirming the receipt of the order, and the details of the order (order confirmation). The Contract is concluded at the time at which the written order confirmation is sent.
2. The Customer purchases the desired Artworks by completing and sending the order form. The acceptance from WFA ONLINE is subject to the availability of the ordered items. The Customer expressly agrees not to demand an explanation of acceptance from WFA ONLINE. The Customer will be notified in case of prolonged / late delivery times, or non-availability of the ordered goods.

3) Prices, payment, settlement and delays

1. All prices communicated by WFA ONLINE are net prices and are quoted in EUR / USD, unless otherwise expressly agreed.
2. Packaging, handling and shipping costs and other transport / customs fees, are not included in the price quoted on WFA ONLINE and will be charged separately. Exceptions are related to offers with declared free shipping.
3. The following payment methods are available to the Customer: for works of art up to 10,000 USD$: credit card, debit card payments and bank transfer; for artworks with the value above 10,000 USD$: bank transfer only.
4. The purchase price will be due no later than 5 days. This period begins with the receipt of the order confirmation email.
5. If the Customer defaults on his payment, WFA ONLINE is entitled to claim interest at the rate of 5%. The right of WFA ONLINE to seek compensation for a higher loss remains unaffected, as well as the Customer's right to claim lower fees.
6. If the Customer defaults on his payment, WFA Online is entitled according to article Art. 214 Abs. 3OR to withdraw from the Contract and recover the transferred goods.

4) Retention of title

1. The artworks delivered by WFA Online remain the property of WFA Online, or respective artist, until all contractual obligations are executed. This includes claims of any kind from WFA Online towards the Customer, in relation to the delivered artworks, which arise retrospectively after the delivery of the artworks. This also applies if payments on specifically designated claims have been executed.
2. The Title can be passed to the Customer after a written consent from WFA Online has been granted, or the Customer undertook his commitment. If Third parties take hold of the artworks, particularly in the case of seizure, the Customer must immediately inform WFA Online in writing as well as immediately inform the Third party about the WFA Online ownership Title.

5) Warranty, inspection and notification

1. It is assumed to be known that all works of art, especially works on paper and photographs, depending on the conditions of the environment, can see their appearance and colour change and fade. WFA ONLINE gives no warranty for this immutable process of change.
2. In the case of a defect, the Customer has the choice to request a free repair, to make a respective value deduction from the price, to withdraw from the contract or to obtain a replacement. The Customer’s right for claim in case of damages remains reserved in all cases.
3. Failure from WFA ONLINE to achieve an attempt to repair within a reasonable time, and also failing a further reasonable time limit set by the Customer, the Customer may reduce the payment entitlement or cancel the contract.
4. In case of unfounded notifications of defects, WFA ONLINE reserves the right to invoice the outcome cost to the Customer.
5. The Customer must undertake the condition examination of the artworks promptly upon receipt, and if there are defects, these have to be reported with photograph illustrations to WFA ONLINE within 5 days from the receipt. Failing this, the works are deemed as accepted by the Customer. The warranty period is 10 years and begins at the time of the delivery or transfer of the goods. During this time all defects are subject to the statutory warranty, and not in accordance to the Section 5.5 sentence 1, where should these have been reported immediately, the repair would have been free of charge. The warranty excludes defects caused by normal wear, inappropriate use, and lack of or improper maintenance or storage, as well as damages according to Clause 5.6 (see below).
6. Photographs, images, laminations and frames should not be completely or partially exposed to direct sunlight, be hung directly above heaters and be exposed to the level of humidity which exceeds the levels of normal living spaces. Photographs, lamination and frames are therefore not suitable for outdoor spaces, cellars, bathrooms and kitchens. Lamination with UV protective film or acrylic glass and wooden frames are very sensitive to scratches and stains, and therefore must be handled with gloves or a comparable protection. The same applies to surfaces of sculptures. Changes in wood and other materials are subject to the law of nature and have to be calculated over lengthy periods. Cleaning of art objects requires special diligence.

6) Delivery and packaging

1. WFA ONLINE offers the option of the transport being organised in the name and on the account of Your Special Delivery Service AG (Your Special Delivery Service).
2. Should the Customer choose the packaging and transport service of Your Special Delivery Service, the delivery takes place from Your Special Delivery Service's storage in Kilchberg, to the Customer's delivery address, unless otherwise agreed. The delivery times may vary depending on destination.
3. Before accepting the goods, the Customer must inspect the artworks immediately for any defects and notify Your Special Delivery Service. In case of obvious defects noticed after the goods have been accepted, the Customer must inform Your Special Delivery Service with photograph illustrations within 5 days of acceptance. If the Customer fails to do so, the exercise of damage claims for such obvious defects is excluded.

7) Shipping costs

1. The Customer assumes all shipping and packaging costs, unless it has been agreed otherwise in writing, or is in relation to offers with declared free shipping.
2. Depending on the type and size, the artworks might require special shipment by a specialized carrier. The shipping estimates shown on the website (shipment and delivery) refer exclusively to the shipment by Your Special Delivery Service.
3. Due to the diverse nature of the type of the artworks, and their dimensions and weight, WFA ONLINE can only provide a limited estimate of the shipping expenses. For large and heavy objects the costs will be clarified and forwarded by the respective shipping company.

8) Benefit and risk

1. Benefit and risk will pass to the Customer when the artwork is handed over to Your Special Delivery Service, Kilchberg, Switzerland, for delivering.
2. The Customer shall recourse to the respective delivery service for any transport damages.

9) Limitation of liability

1. Any liability of WFA ONLINE - as far as legally possible – is expressly excluded. In particular, WFA ONLINE shall not be liable for defects that are not on the goods themselves, or arose due to late delivery, misleading artwork images, goods descriptions or prices, or for damage caused by misuse, inappropriate installation, improper handling of the goods, or due to activities or omissions of third parties. Also excluded is the liability for claims, and specifically damage claims, from third parties and for consequential damage claims or lost sales and profits of any kind.
2. WFA Online is also not liable for the consequences of independent events, such as war, natural disasters, boycotts, strikes, etc. or legal impossibility. In the event of force majeure, WFA ONLINE has the right to withdraw from the agreement without compensation obligation, or to suspend it for a period of time appropriate to the situation.
3. Liability for damage to the Customer, especially for damage to the rights or assets of the Customer, is expressly excluded.
4. The liability for warranted characteristics, and for the case of intent or gross negligence is not affected by this provision. Further warranty claims than those specified in this contract are excluded.

10) No granting of rights

1. With the purchase of one artwork, only the property rights for this particular artwork are acquired. At no point is there any specific usage right that is granted. Any reproduction (multiplication), circulation, publication, or other analogue or digital use is not allowed.
2. The resale of the goods is permitted. The public exhibition of the acquired artworks is subject to the consent of the artist(s) concerned.

11) International shipping, customs and import taxes

1. All international shipments are executed without charging duties and import taxes. These costs are charged upon import by the customs authorities of the country of destination.

12) Retention of title

1. The delivered goods remain the property of WFA ONLINE until the final payment has been received in full.

13) Privacy

1. Unless otherwise agreed, WFA ONLINE uses the personal data provided under this contract only for the purpose of the execution of the Contract. Use for purposes of market and opinion research, and for advertising purposes is subject to the consent from the Customer.

14) Liability for online connections

1. WFA ONLINE is committed to ensure the security of the systems, programs, etc. that belong to it and which it can influence, and to follow the rules of data protection.
2. The Customer must ensure the security of the systems, programs and data that reside in its sphere of influence. Customers should protect their passwords and usernames from access by third parties for the sake of their own interests.
3. WFA ONLINE is not liable for damages and disruptions that are beyond the scope of its responsibility, especially not for safety deficiencies and operational failures of third party companies, which it works with or from which it is dependent.
4. Furthermore, WFA ONLINE is not liable for force majeure events, improper actions and disregard for the risks by the Customer or third parties, excessive use, unsuitable resources of the Customer or a third party, extreme environmental influences, Customer intervention or interference by third parties (viruses, worms, etc.) that happen despite necessary safety precautions.

15) Final provisions

1. Changes or amendments to this agreement must be in writing. Verbal agreements are not permitted.
2. Unless otherwise specified, any transfer of rights and obligations under this contract from the Customer to a third party requires a prior written consent from WFA ONLINE. This consent may not be provided only due to important reasons.
3. If any provision of this Agreement is or becomes invalid, the remaining provisions shall remain valid. The parties agree to replace the invalid provision by a valid provision which best corresponds to the economic aims of the parties. The same applies in the event of a contractual gap.
4. If for any reason one or more legal actions arise between the Customer and WFA Online, these are subject to Swiss law only, under the explicit exclusion of the Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods).
5. The jurisdiction for any claims arising from, or in connection with legal action is Zug, Switzerland, the domicile of WFA ONLINE. This agreement also applies if the Customer is a Business Customer.

General Terms and Conditions for Sellers

WFA ONLINE AG (further referred to as "WFA ONLINE") is a public limited company founded under Swiss law, based in Zug and registered in the Commercial Register. As a responsible and ambitious Swiss service company, WFA ONLINE intends to promote fair and transparent trading of works of art, and in particular of fine art editions. Through www.wengcontemporary.com WFA Online can also act as a buyer of the artworks.

1) The Scope

1. The following "Terms and Conditions for Sellers" govern the contractual conditions incl. rights and obligations for all transactions related to purchases, and sales, on WFA ONLINE between users of the WFA ONLINE website (further referred to as "Customer " or "Seller"), and WFA ONLINE.

2) Object of Agreement

1. WFA ONLINE provides services, including trading services via its website www.wengcontemporary.com. The scope of the services is generally limited to the purchase, sale and storage of artworks.
2. In the context of services offered by WFA ONLINE, the services provided are subject to both the "General Terms and Conditions“ and to the "General Terms and Conditions for Sellers". Account management, retirement planning, as well as financial, investment or tax advice, are not part of the services offered by WFA ONLINE. It is advised to seek specific advice from financial experts.

3) Requirements

1. As a mandatory requirement for a legally binding contract between the Customer and WFA ONLINE, the Customer is obliged to comply with the following conditions without exception
2. Individuals confirm:
   1. Full capacity for legal action.
   2. The Customer is the sole owner of all items offered for sale.
   3. All artworks are free of third party rights (lien, usufruct, transfer or other encumbrances).
   4. No artwork originates from an unlawful criminal activity, nor is it resulting from any criminal action, nor is it sold on purpose for or in support of such activity.
   5. Sending, handing over, delivering or transferring ownership to WFA ONLINE does not imply that an applicable law can be violated.
3. Legal entities confirm:
   1. Full capacity for legal action.
   2. Compliance with legal requirements and to fulfil the necessary due diligence.
   3. The Customer is the sole owner of all items offered for sale.
   4. All artworks are free of third party rights (lien, usufruct, transfer or other encumbrances).
   5. No artwork originates from an unlawful criminal activity, nor is it resulting from any criminal action, nor is it sold on purpose for or in support of such activity.
   6. Sending, handing over, delivering or transferring ownership to WFA ONLINE does not imply that an applicable law can be violated.

4) Identification

1. WFA ONLINE reserves the right to apply its own identification procedure on the Customer at its sole discretion and in a timely manner. The Customer agrees to support the identification procedure, act cooperatively during the procedure and to comply with the relevant requirements of WFA ONLINE without exception.
2. There may be delays in the settlement process, which are unequivocally and irrevocably accepted by the client. WFA ONLINE shall not be liable for any damages or losses that were brought about by these delays.

5) Purchase

1. The delivery of artworks to WFA ONLINE is equivalent to placing an order for the purchase. The approval or rejection of the purchase of the artworks remains at the sole discretion of WFA ONLINE.
2. After extensive examination by WFA ONLINE, a detailed credit note is issued to the Customer. The credit note can be delivered to the Customer in person, via e-mail, or post. The payment is normally executed according to the payment type chosen by the Customer.
3. WFA ONLINE does not offer cash on delivery.

6) Shipping and Delivery

1. The Customer, taking into account specific conditions, can freely choose the delivery method.

7) Personal delivery

1. The personal delivery of artworks by the Customer must occur at the premises of WFA ONLINE in Zug, or at its storage facilities in Root. A receipt will be given against the acceptance of the artworks, which will then undergo a comprehensive and professional condition examination.

8) Self-shipping and postage

1. Postage, delivery, and handing over of artworks by mail or courier service to WFA ONLINE is at the sole risk and expense of the Customer. WFA ONLINE recommends that the Customer choose appropriate postage services, which will provide insurance in accordance with the value of the works of art. It is also advised to use safe and neutral packaging in order to avoid damage during the transport and to keep the information about the contents of the shipment away from third parties.
2. The Customer must attach to the package a signed selling order and confirmation of self-service for the shipment method, as well as a copy of their official identification document (front and reverse, legible copy).
3. We reserve the right to decline acceptance of consignments which give the impression of damage, tampering or opening by third parties and to return the artworks immediately back to the client.

9) Pick-up service

1. The artworks can be collected from the Customer by WFA Online employees within a 50km radius from Zug (further locations available on request). Such collection is not subject to costs.
2. The WFA ONLINE employee(s) will inspect the works of art prior to their collection. Upon delivery the Customer agrees to present an official ID. A receipt is to be issued to the Customer on the spot upon pick-up.
3. The delivery of works of art via the pick-up service provides WFA ONLINE with an irrevocable contract to purchase the artworks. With the delivery of the artworks, the Customer expressly and unconditionally agrees with the settlement process.

10) Point of Liability

1. WFA ONLINE shall not be liable for any contractual obligations, in particular regarding the price liability, in case the Customer is unable to comply with the contractual conditions (i.e. deadlines).
2. All prices can be subject to price changes, errors and exceptions (para. 12.1).

11) Pricing Agreement

1. Every Customer is free to make an offer for the artworks listed on the website selling page (http://wengcontemporary.com/sell). WFA Online is committed to the mandatory payment of the offer, upon written acceptance (by email or post) from WFA Online expressively stating the agreed price, and only in those cases when artworks offered for sale are actually delivered within 5 working days at the premises or storage of WFA ONLINE (Personal handover), or if the postmark is no older than 3 working days after the receipt of the written acceptance (Self-service shipping), or if pick-up by WFA Online can be done within 3 working days during office hours, and if the works of art correspond in every respect (condition, material, quantity, etc.) to the originally quoted information.
2. The agreed price is also binding for the Customer, and may be applied for the particular work of art only once. However, any number of prices can be agreed for various works of art. If the Customer fails to comply with the time limit related to an agreed price, the price becomes invalid and void. WFA ONLINE will completely remove the agreed price from the payment obligation and will re-negotiate the purchase price at the time of delivery to the premises or storage of WFA ONLINE.

12) Price changes, errors and exceptions

1. If a technical error occurs causing the agreed prices to be unrealistic, much too high or much too low, WFA Online expressly reserves the right to fully waive the contractual obligation to execute an agreed price or a contract. The customer has no right to claim compensation in any form. In such case, WFA ONLINE will undertake a free return of submitted works of art to the Customer.

13) Analysis and Valuation

1. For purposes of the valuation of the artworks submitted for sale by the Customer, the condition examination and authenticity verification are required. After a comprehensive review of the artworks, and after processing the purchase request, having confirmed perfect condition, WFA ONLINE confirms the agreed price by phone, by email or by post. Should the actual artworks differ from the original offer, WFA ONLINE will contact the Customer by phone, email or post.

14) Liability

1. Damage claims from the Customer are excluded. WFA ONLINE rejects in principle any liability for loss, theft, damage, or other types of loss of assets and artefacts

15) Liability claims - Shipping (Customer)

1. During the transport of assets by third parties, WFA Online expressly rejects any liability claims and damage claims by the Customer. It is the responsibility of the Customer to make the responsible logistics company liable for any damages. Therefore, it is strongly advised to take the appropriate insurance and provide a detailed description of the contents in a form. From the liability exclusion are excluded the damages that arise during transportation by WFA ONLINE. The liability in this case is limited to the typical and foreseeable damage in accordance with the contract.

16) Liability claims - Shipping (WFA ONLINE)

1. WFA ONLINE is liable for damage of products, which come about after the handover and can be attributed to negligence or wilful misconduct. This also applies to loss, theft or other types of loss.

17) Liability claims – Storage

1. While the sale items are in the care and stored by WFA ONLINE, the Customer can make liability claims against WFA ONLINE, if official representatives or employees of WFA Online cause damages to the works of art due to negligent action or act against contractual obligation. These conditions apply to the legal representatives and employees of WFA ONLINE, in case such claims should be made directly against them.

18) Damages

1. The Customer will be immediately informed about any defects of the works of art belonging to him, to ensure that the Customer can make a timely claim notification. It is the responsibility of the Customer to make the appropriate liability claims against the responsible logistics company, and transport the works of art immediately for inspection or to arrange a collection from the relevant location of WFA ONLINE. Should WFA ONLINE incur any costs during this process, the Customer is obliged to accept these in full. In case the damage claims are waived, a written and signed waiver is to be submitted to WFA ONLINE, before any further steps towards the purchase are taken.

19) Returns of Artworks

1. If art objects are returned to the Customer due to hidden damages, forgeries etc., claims for reimbursement or compensation from the Customer are excluded. The return is executed through non-registered mail. Handling and risk are passed to the Customer at the time of executing the shipment. After the delivery of the return shipment, it is the duty of the Customer to check the condition of the package and contents.
2. Complaints must be immediately communicated to WFA ONLINE. If the Customer fails to comply with the opposition period of 14 days following the delivery, or does not execute his obligation to check the condition of the shipment, the return shipment will be deemed accepted and the procedure will be completed. All subsequent claims of liability or damages are excluded.

20) Transfer of ownership

1. Upon payment of the purchase price, WFA Online receives full irrevocable ownership of the transferred goods with immediate effect.

21) Governing law and jurisdiction

1. If for any reason one or more legal actions arise between the Customer and WFA ONLINE, these are subject to Swiss law without exception. The jurisdiction for any claims arising from, or in connection with this legal action is Zug, Switzerland.

22) Severability clause

1. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

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