1. ABOUT US
1.1 COMPANY DETAILS
Orbis Conservation Limited (company number 09119948) (we or us) is a company registered in England and Wales and our registered office is at Unit 2, Brookmarsh Trading Estate, Norman Road, London, England, SE10 9QE.
1.2 CONTACTING US
To contact us telephone us at 020 8293 3435 or by e-mail.
2. OUR CONTRACT WITH YOU
2.1 Our contract
These terms and conditions (Terms) apply to the order by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 Entire agreement
The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
3. OUR SERVICES
Our Services include, but are not limited to: examination, restoration, conservation, repair, storage, warehouse, transportation, and treatment of Objects. The specific services provided will be set out fully in writing and will be limited to such services.
3.2 Reasonable care and skill
We warrant to you that the Services will be provided using reasonable care and skill.
3.3 Time for performance
We will use all reasonable endeavours to meet any performance dates specified in any order confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.
If the Services includes storing Objects this condition 3.4 shall apply.
(a) If you require us to deliver or to collect your Objects you must provide us with at least 3 working days’ notice. Unless expressly agreed otherwise we shall deliver or you shall collect (whichever applies) the Objects by placing them at the disposal of the person authorised in writing by you to take delivery or to collect at the storage location at the agreed time.
(b) we may at any time send you written notice that we require you to take back the Objects. You shall pay all sums due to us and effect removal of the Objects within 30 calendar days of service of such notice. Provided that you do shall we so give a proportionate refund to any charges paid for any period when our Services are not provided, less any costs we have incurred in advance in relation to that period.
4. YOUR OBLIGATIONS
4.1 It is your responsibility to ensure that:
(a) the terms of your order are complete and accurate;
(b) you co-operate with us in all matters relating to the Services;
(c) you provide us, our employees, agents, consultants and subcontractors, with access to your premises, office accommodation and other facilities as we may reasonably require;
(d) you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(e) you are responsible to insure any Object that is subject to our Services against all perils of whatsoever nature. Orbis Conservation shall not be liable for consequential, special, or punitive damages, including, but not limited to, loss caused by delay, loss of revenue, income, profit, diminution of market value, and/or utility and emotional distress whether or not Orbis Conservation had knowledge that such damages may have been incurred.
(f) you expressly warrant that you and/or any agent or advisor have authority to obtain Services and to enter into Agreements with Orbis Conservation with respect to the Objects.
5. INSURANCE OF THE OBJECTS
We are not responsible for insuring the Objects and we shall not insure the Objects unless specifically agreed by us in writing prior to us accepting delivery of the Objects for performance of the Services
If we do not agree with you that we will arrange insurance of the Objects:
(a) You must ensure that the Objects are insured with a reputable insurer against any loss or damage occurring to the Objects whilst in our custody or control (including loss or damage out of or in connection with our negligence);
(b) you must ensure that our interest as co-assured is noted in the insurance policy;
(c) you must not cause the insurance policy to be invalidated;
If we expressly agree to arrange insurance for the Objects then:
(a) that insurance will be subject to the exceptions and conditions of the policies of the insurers accepting the risk;
(b) unless otherwise agreed in writing, we shall not be under any obligation to effect a separate insurance on the Objects, but may declare them on any open or general policy held by us;
(c) insurance of the Objects arranged by us may note our interest as co-insured;
(d) any insurance effected will be based on information (including as to the value of the Objects) supplied by or on behalf of you. We accept no liability for any consequences of inaccurate or incomplete information supplied to us.
where we agree to arrange insurance for the Objects our fees for doing so will be set out in the Contract. We may also charge you additional fees for administering the insurance policy. We will confirm these fees to you in writing before asking you to confirm that you want us to do anything that would incur an additional fee of this sort.
In consideration of us providing the Services you must pay our charges (Charges) in accordance with this Clause 6.
Charges will be set out in our estimate of charges and payable on the dates set out in such estimates or if not within 30 days of such notice.
respect of any services in excess of those set out in our estimates charges are calculated on a time and materials basis in accordance with our daily fee rates.
If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.
We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system.
Our Charges may change from time to time, but changes will not affect any order you have already placed.
Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
If a problem arises or you are dissatisfied with the Services, we have a comprehensive complaints policy.
8. HOW WE MAY USE YOUR PERSONAL INFORMATION
8.1 We will use any personal information you provide to us to:
(a) provide the Services;
(b) process your payment for the Services; and
(c) inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.
9. LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
Nothing in the Contract limits or excludes our liability for:
(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
Subject to Clause 9.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) any indirect or consequential loss.
Subject to Clause 9.1, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, any loss or damage, or otherwise, will be limited to such sums for which we are insured from time to time or the total Charges paid under the Contract (whichever shall be the lesser).
In view of the limit of liability set out in Clause 9.3 we require that you ensure that all risks against which you require insurance are insured by you with a specialist insurer of repute.
Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, including without limitation the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982, by common law or otherwise are, to the fullest extent permitted by law, excluded from the Contract.
This Clause 9 will survive termination of the Contract.
We each undertake that we will not at any time disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by Clause 10.2.
We each may disclose the other’s confidential information:
(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this Clause 10; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.
Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;
(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction];
(d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
On termination of the Contract you must return all of Our Materials and any deliverables specified in your order which have not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you will be solely responsible for their safe keeping and must not use them for any purpose unconnected with the Contract.
Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
12. RETRIEVAL OF OBJECTS
You acknowledge and agree that you will retrieve your Object(s) within ten business days of being notified that the Services have been completed. If you fail to retrieve the Object(s) within the above mentioned prescribed time, we are expressly authorised to act as your agent to enter into a transport and/or storage agreement in your name with a reputable fine art transporter and/or warehouse to have your Object(s) transported to that company’s storage facility at your expense.
13. EVENTS OUTSIDE OUR CONTROL
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
You may cancel the Contract affected by an Event Outside Our Control. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
14.1 ASSIGNMENT AND TRANSFER.
(a) We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing if this happens.
(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
14.5 Third party rights
The Contract is between you and us. No other person has any rights to enforce any of its terms.
14.6 Governing law and jurisdiction
The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.