1. The sale, in which the artwork described in the invoice (the “Work”) is sold by Marroquin & Co. LLC (“MCL”) to the named purchaser on the invoice (the “Purchaser”), is made on the terms of the invoice and these terms and conditions of sale, all of which form part of the contract for sale of the Work.
2. Payment is due upon receipt of the invoice unless otherwise agreed by MCL and the Purchaser in writing.
3. If the Work is not currently owned by MCL, upon receipt by MCL of full payment of the invoiced amount in immediately available funds, (a) Purchaser shall be deemed to have irrevocably authorized MCL to complete the purchase of the Work and (b) MCL shall, as promptly as practicable (subject to paragraph 12 below), acquire the Work from the current owner thereof or from the person or entity who or which is authorized to (to the knowledge of MCL ) to sell the Work on behalf of such owner (the “Seller”).
4. MCL agrees that, upon receipt by MCL of full payment of the invoiced amount in immediately available funds (subject to paragraph 12 below), MCL’s rights in and to the Work (including, if applicable, its right to acquire the Work from the Seller and MCL’s title to the Work upon payment of any amount due to the Seller with respect to the Work) shall immediately pass to the Purchaser without further action of either MCL or the Purchaser. As the result, title to the Work shall pass to the Purchaser upon payment by MCL of amounts due to Seller with respect to the Work and it is acknowledged and agreed that at no time shall the Work be owned by MCL.
5. Unless otherwise agreed by MCL and the Purchaser, MCL shall, on the Purchaser’s behalf, arrange shipping (including packing, crating and, to the extent requested by Purchaser, shipping insurance) to the Purchaser at the address specified in the invoice (or such other address as the Purchase may elect in writing to MCL) and the Purchaser shall pay the costs of such shipping to MCL or the applicable shipping agent. The Purchaser hereby appoints MCL as the Purchaser’s agent for the purpose of agreeing and entering into such agreements as MCL shall deem appropriate with providers of such shipping services.
6. Purchaser shall be responsible for the payment of any sales and/or use taxes applicable to the sale of the Work pursuant hereto. To the extent possible, MCL has included the amount of such sales and/or use taxes payable by MCL in the invoiced amount, but notwithstanding the foregoing the Purchaser hereby agrees to indemnify and hold MCL harmless from and against any sales and/or use taxes assed against MCL in connection with the sale of the Work pursuant hereto. In addition, the Purchaser shall be responsible for the payment of any import taxes or duties payable in connection with the importation of the Work into the Purchaser’s country of residence, if applicable.
7. MCL will provide information to the Purchaser on the condition of the work as of the date of the sale, and MCL represents and warrants that, to the knowledge of MCL, such information is true and correct as of the date of the Sale. Notwithstanding the foregoing, MCL shall not be responsible for any subsequent deterioration or changes in the condition of the Work after the sale.
8. MCL represents and warrants to the Purchaser that MCL is authorized to sell the Work on behalf of the Seller.
9. If the Purchaser wishes to resell the Work in the future, then MCL requests that the Purchaser inform MCL of any such sale and offer MCL the opportunity to purchase or arrange the purchase of the Work.
10. Unless the Purchaser notifies MCL otherwise, MCL may use the Purchaser’s details and information to provide Purchaser with information and opportunities with respect to other works of art which may be of interest to the Purchaser.
11. If MCL does not receive payment in full of the invoiced amount within 15 days of the date of this invoice, MCL reserves the right to cancel the sale, upon notice to the Purchaser. If any portion of the invoiced amount is received from the Purchaser following such cancellation, MCL shall refund such amount to the Purchaser (less any wire transfer or other applicable processing fees).
12. The invoiced amount is payable in United States Dollars. The Purchaser acknowledges that MCL may be required to pay the purchase price with respect to the Work in another currency. In the event that, following the date of the invoice and prior to MCL’s acquisition of the Work from Seller, due to changes in currency exchange rates, the invoiced amount is insufficient to pay the full amount of the purchase price to be paid by MCL to the Seller and any applicable taxes and fees included in the invoiced amount, MCL may require the Purchaser to pay the amount of such shortfall in immediately available funds prior to the completion of the sale of the Work to the Purchaser.
13. The Purchaser warrants that it is not, nor is it owned, controlled, or acting on behalf of, an entity or individual that is the subject of economic sanctions, embargoes or other trade restrictions in any jurisdiction (collectively, “Sanctions”) nor is it acting in breach of any anti-money laundering or currency transfer laws or regulations in the United States or any other jurisdiction (“AML Rules”). The Purchaser warrants that the funds used for payment of this invoice are not connected with any criminal activity and are not directly or indirectly from any entity or individual that is the subject of Sanctions. If the Purchaser is acting on behalf of another person or entity, the Purchaser warrants that it has conducted appropriate customer due diligence on the ultimate buyer(s) of the Work in accordance with all AML Rules, and determined that the ultimate buyer(s) of the Work are not the subject of Sanctions.
14. These terms and conditions and all other information concerning the sale of the Work to Purchaser (including, for avoidance of, the price of the Work, any fee paid to MCL and the identity of MCL and the Seller) are confidential and Purchaser shall not disclose any such information to any other person or entity without the prior written consent of MCL.
15. MCL’s liability with respect to the Work or the sale thereof to the Purchaser shall in no circumstances exceed the amount paid to MCL by the Purchaser. MCL shall not be liable for any special, incidental or consequential damages.
16. These terms and conditions may only be varied by written agreement between the Purchaser and MCL.
17. Payment of the invoiced amount shall be deemed to constitute the Purchaser’s agreement to the terms and conditions of this invoice.
18. These terms and conditions shall inure to the benefit of, and shall be binding upon, the successors, permitted assigns, heirs, executors, administrators and legal representatives of the parties hereto.
19. These terms and conditions and all matters arising out of or relating to these terms and conditions and/or the Sale of the Work, shall be governed and construed in accordance with the laws of the State of New York, without regard to its conflict of laws provisions. Any dispute arising under or related to these terms and conditions and/or the Sale of the Work shall be resolved in the New York State Supreme Court, New York County or in the United States District Court for the Southern District of New York, and the Purchaser waives any objection to any such proceedings being brought in those courts on the grounds of venue or on the grounds that the proceedings have been brought in an inconvenient forum.