Original Art Sale Agreement

 

This Original Art Sale Agreement becomes effective on the date of purchase (the “effective date”), and is made

 

BETWEEN

                              the Artist and Owner of Dreamblueart.com (the “Seller”)

             AND:

                              the Purchaser (the “Buyer”)

 

WITNESSES THAT WHEREAS the Seller is the creator and exclusive owner of certain paintings, drawings, maps, charts, plans, photographs, engravings, sculptures, works of artistic craftsmanship, architectural works, digital files, and compilations of artistic material, herein referred to as “Artist Works”, and all Intellectual Property Rights therein. ( “us” or “we” refers to DreamBlueArt in this Agreement)

AND WHEREAS the Buyer wishes to purchase Artistic Works from the Seller in accordance with the terms and conditions set out in this Agreement.

AND WHEREAS the Buyer has read and agrees to all conditions set forth in this Agreement before executing the purchase.  Proceeding with purchase confirms  full unconditional intend to be bound by the terms and conditions of this Agreement.

  1. PURPOSE AND EFFECT

1.1 The Terms constitute the entire agreement and understanding as between Buyer and Seller  (the “Agreement”) in relation to the sale and purchase of the work(s) of art identified on the “purchase statement” issued by DreamBlueArt to Buyer in respect of such work (the “Work”) for the amount stated on the DreamBlueArt.com e-commerce store referred to as the “Price”.  

1.2  To the fullest extent permitted by law, no other terms, whether express or implied, shall apply to the agreement between Buyer and Seller in relation to the sale of the Work unless such variation or amendment has been agreed in writing between Seller and Buyer.

1.3 All sales of Work by Seller are subject to the Terms. Buyer acceptance of these Terms may be demonstrated by:

  • (1) Buyer making full payment of the Work for the Price indicated on DreamBlueArt.com;
  • (2) any other words demonstrating Buyer acceptance as negotiated and explicitly reflected in an amendment agreed in writing between Seller and Buyer.

1.4 No agreement to purchase a Work may be cancelled by Buyer after having been made. Buyer shall on demand indemnify and keep Seller indemnified in full against all loss, costs (including legal fees and court costs) and expenses incurred by Seller as a result of the Agreement being breached in any way in full or in part by Buyer. 

 

 

  1. PAYMENT OF PURCHASE PRICE

2.1 Buyer will pay the Price in full in accordance with the Work pricing details on DreamBlueArt.com. Packaging and standard shipping is included in the Price.  Sales tax, VAT, customs fees, use tax,  or any other expenses relating to import/export taxes are excluded in the Price.

2.2 If the Buyer and Seller agree to amend the Price of the Work in writing and payment is not transacted in full on DreamBlueArt.com, Buyer must pay Seller the full invoice Price for the Work plus “Handling Costs” with include, but not limited to delivery costs, any insurance costs (where applicable), applicable sales tax, VAT, customs fees, use tax, or any other expenses relating to import/export taxes.  Payment will be made by bank transfer, or such other methods as agreed upon in writing.  Full payment of Price of Work and Handling Costs applicable forementioned costs will be due on the date indicated on the invoice. Payment is deemed received when we have cleared funds.

2.2 Buyer shall not be entitled to withhold payment of any amount payable to Seller by reason of any dispute or claim by Buyer whether by way of set off, counterclaim or other deduction. In the event of non-payment or other breach, we shall be entitled to obtain and enforce judgment without determination of any claims by Buyer.

 

  1. DELIVERY OF THE WORK AND PASSING OF RISK

The Work will be delivered following receipt of payment in full for Price of the Work and Handling Costs by Seller in cleared funds.

3.1 Seller will take all necessary steps to ensure the Work is safely packaged for shipment and deliver the Work to Buyer’s address indicated on the purchase transaction on DreamBlueArt.com.

3.2 Buyer will be responsible for the Work, for the risk of damage to it or loss of it and for insuring it through the shipper, from the time and date agreed for its delivery.  Once received, the Buyer agrees that thereafter Buyer will not hold Seller responsible for insuring the Work or for any loss or damage to the Work. 

3.3 If requested by Buyer, Seller shall arrange for third-party insurance in respect of the transportation of the work to Buyer. However, whether or not such third-party insurance is purchased by Buyer, Seller shall not be liable for any loss or damage that arises during the course of the transportation of the Work from Seller to Buyer. For the avoidance of doubt, the costs of such third-party insurance shall be borne by Buyer in addition to the cost of the Work.

3.4 If Buyer fails to accept delivery of the Work at the agreed time Seller may charge Buyer for the reasonable costs of storage, insurance and re-delivery and the liability for any subsequent damage to the Work shall immediately pass to Buyer.

3.5 Dates quoted for delivery are approximate and we shall not be liable for delay. Time of delivery shall not be of the essence nor capable of being made of the essence. Buyer will provide Seller with all necessary information and documentation to facilitate delivery.

 

  1. PASSING OF OWNERSHIP AND RESALE

4.1 Full legal title to the Work will not pass to Buyer until Seller has received in full all sums due in respect of the Price of the Work, Handling Costs, and any other amount owed by Buyer to Seller and we are satisfied as to Buyer identity and that of any Third Party Payer.

4.2 Buyer acknowledges that Seller supports and empower artists who have traditionally been underrepresented in the arts as a result of historical discrimination that permeates the traditional art business model and to foster genuine relationships between artists who reflect their lived experiences in their work with those buyers (collectors) who are eager to support these artists. A key to this sale is to ensure that DreamBlueArt is entitled to directly benefit from the commercial success of the Work and all Artistic Works.

By purchasing this Work from Seller, Buyer agrees that if Buyer sells the Work to a third party for a price that is greater than the Price (a “Subsequent Sale”), Buyer will pay to Seller a sum equal to 50% of the third-party sale price received by Buyer in the Subsequent Sale and the Price (the “Subsequent Sale Seller‘s Share”). Buyer shall not resale or otherwise transfer ownership of the Artwork to a third party for a period of three (3) years from the invoicing date. Should Buyer wish to resell the Artwork after such period of three (3) years has elapsed, Seller shall hold a preferential acquisition right. Buyer agrees to notify Seller of Buyer intention to resell the Artwork via email at mikart@dreamblueart.com

 

  1. EXPORT AND LOCAL TAXES

5.1 If the Work is to be exported from Canada, Seller is not responsible for making arrangements for the export and shipment nor any associated costs and fees. Unless agreed otherwise in writing, the Agreement is not conditional upon the granting of any requisite export licence or permission, of which both parties will use their best efforts to obtain.

5.2 Buyer will reimburse to Seller any sum claimed if any relevant tax authority or other official body makes any claim against Seller for VAT, sales tax, use tax or any other expense or penalties resulting from Buyer failure to comply with any relevant requirements for export and import.

 

  1. LIMITATION OF OUR LIABILITY

We shall not accept any claim in relation to a Sale that is brought after the expiry of the relevant statutory limitation period. We shall not be liable for any loss of profits, business, revenue (whether direct or indirect) or indirect or consequential loss or damage, if any, suffered by Buyer in connection with buying the Work, howsoever arising, including negligence

 

  1. COPYRIGHT

The copyright subsisting in all images and other materials produced for the sale of the Work is owned by Seller and such images and materials may only used with our permission. Seller retains the right to use such images in our own discretion after the sale of the Work.

For the avoidance of doubt, this sale does not transfer or assign or licence any copyright or other intellectual property rights to Buyer. During the period in which the Work is protected by copyright, the copyright remains with the Seller (or any person to whom that right has been assigned). Buyer is purchasing the Work, but not the right to produce copies of the Work (including photographs thereof) for publication or perform any other act restricted by copyright. If such rights are sought, Buyer should contact the Seller at: mikart@dreamblueart.com

 

  1. NOTICES

Any notice to be given to Seller or that we are obliged to give to Buyer in connection with the sale of the Work must be in writing and sent by email or post, to the email address or our physical address on the invoice, or to Buyer last known address as notified to Seller by Buyer as the case may be, and shall be deemed delivered on delivery if by email or on the third day after posting if posted.

 

  1. LAW AND JURISDICTION

These Terms and any non-contractual obligations arising from or in connection with them shall in all respects be construed and take effect in accordance with Canadian law and both parties agree to submit to the exclusive jurisdiction of the courts of Canada.