TERMS AND CONDITIONS OF SERVICE
These Terms and Conditions (“Terms”) govern all services provided by Art Work Fine Art Services and Art Work Logistics LLC (collectively, “Art Work,” “we,” “our,” or “us”) to any client, shipper, consignee, or other party (“Client,” “you,” or “your”) that engages Art Work for fine art handling, transportation, storage, crating, installation, or related services. By accepting an estimate, authorizing a work order, signing a bill of lading, or otherwise engaging Art Work to perform services, the Client agrees to be bound by these Terms in their entirety.
These Terms apply to all estimates, work orders, bills of lading, invoices, storage agreements, and other documents issued by Art Work unless superseded by a separately executed written agreement. In the event of a conflict between these Terms and the terms of a specific service document, the more protective provision shall govern.
1. DEFINITIONS
“Artwork” or “Property” means any object, work of art, antique, collectible, or other item tendered to Art Work for handling, transportation, storage, crating, installation, or related services.
“Services” means any and all work performed by Art Work, including but not limited to: fine art handling, packing, unpacking, crating, uncrating, transportation, shuttle, storage, installation, deinstallation, rigging, condition reporting, and related logistics coordination.
“Estimate” means a written quotation issued by Art Work describing the anticipated scope and cost of Services.
“Work Order” means a document authorizing Art Work to perform specific Services on a specific date or date range.
“Bill of Lading” or “BOL” means the transport contract documenting the receipt, condition, and transfer of custody of Artwork during transportation.
“Declared Value” means the value of Artwork as declared in writing by the Client for the purpose of determining Art Work’s maximum liability.
“Released Value” means the default liability limit of $0.60 per pound per article, which applies unless the Client elects a higher Declared Value in writing.
2. ESTIMATES AND PRICING
2.1 Estimate Validity. All estimates are valid for thirty (30) calendar days from the date of issuance. After this period, estimates are subject to revision without notice. Pricing is based on information provided by the Client regarding dimensions, weight, access conditions, and scope of work.
2.2 Pricing Adjustments. The final invoice amount may differ from the estimate to reflect actual conditions encountered, including but not limited to: changes in scope, access difficulties, additional materials required, overtime, travel time beyond normal expectations, and on-site conditions not disclosed in advance. Art Work will make reasonable efforts to notify the Client of material cost increases before they are incurred.
2.3 Business Hours. All estimates assume work will be performed between 9:00 AM and 5:00 PM, Monday through Friday, excluding federal holidays, unless otherwise specified. Work performed outside regular business hours may incur additional charges at Art Work’s then-current overtime rates.
2.4 Ground Floor Access. Normal ground floor easy access is assumed unless otherwise specified in the estimate. Stairs, narrow hallways, elevators with restrictions, difficult parking, long carries, or other access challenges may result in additional charges.
2.5 Acceptance. By signing an estimate, responding with written or electronic approval, or authorizing Art Work to proceed, the Client accepts these Terms and authorizes Art Work to perform the described Services.
3. CANCELLATION AND RESCHEDULING
3.1 Cancellation by Client. Scheduled Services may be cancelled or rescheduled without charge with more than five (5) business days’ written notice prior to the scheduled start date.
3.2 Late Cancellation. Cancellations with three (3) to five (5) business days’ notice will be invoiced at twenty-five percent (25%) of the estimate total. Cancellations with fewer than three (3) business days’ notice will be invoiced at fifty percent (50%) of the estimate total.
3.3 Same-Day Cancellation. Cancellations on the scheduled start date or after Services have commenced will be invoiced at one hundred percent (100%) of the estimate total for work performed, plus any third-party costs already incurred on the Client’s behalf.
3.4 Third-Party Costs. In all cancellation scenarios, the Client is responsible for any non-refundable costs already committed on the Client’s behalf, including but not limited to third-party carrier charges, permits, equipment rentals, and materials purchased.
4. LIABILITY AND RELEASED VALUE
4.1 Released Value. Unless the Client declares a higher value in writing and pays any applicable valuation charge, Art Work’s maximum liability for loss of or damage to any article is limited to sixty cents ($0.60) per pound per article. This Released Value applies to all Services including transportation, handling, storage, and installation.
4.2 Declared Value Election. The Client may elect a higher Declared Value by completing the valuation section on the applicable estimate, work order, or bill of lading, declaring the value in writing, and paying the applicable valuation charge. Art Work’s liability for any article for which Declared Value has been elected shall not exceed the lesser of: (a) the Declared Value; (b) the actual repair or replacement cost; or (c) the fair market value at the time of loss.
4.3 Valuation Is Not Insurance. Declared Value protection is not insurance. It establishes Art Work’s maximum contractual liability. The Client is solely responsible for maintaining its own insurance coverage on all Artwork. Art Work is not an insurance company and does not sell or provide insurance.
4.4 Limitation to Art Work’s Fault. Art Work’s liability under this section is limited to loss or damage directly caused by Art Work’s negligence or fault during the performance of Services. Art Work shall have no liability for loss or damage caused by: inherent vice or defect in the Artwork; improper or insufficient packing by parties other than Art Work; Acts of God, natural disasters, or force majeure events; fire, flood, earthquake, or other casualties; acts of war, terrorism, civil unrest, or government action; third parties including other contractors, building personnel, or the public; or the Client’s acts or omissions.
5. CONSEQUENTIAL DAMAGES WAIVER
IN NO EVENT SHALL ART WORK FINE ART SERVICES, ART WORK LOGISTICS LLC, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUBCONTRACTORS BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO ANY SERVICE PERFORMED UNDER THESE TERMS OR ANY RELATED AGREEMENT, INCLUDING BUT NOT LIMITED TO: LOSS OF VALUE, DIMINUTION IN MARKET VALUE, LOSS OF USE, LOSS OF ANTICIPATED PROFITS, LOSS OF AUCTION OR SALE OPPORTUNITY, DAMAGE TO REPUTATION OR GOODWILL, EMOTIONAL DISTRESS, OR ANY OTHER DAMAGES NOT DIRECTLY AND PROXIMATELY CAUSED BY ART WORK’S NEGLIGENCE, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES WAS DISCLOSED IN ADVANCE OR REASONABLY FORESEEABLE. ART WORK’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM ANY SINGLE ENGAGEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE APPLICABLE RELEASED VALUE OR DECLARED VALUE; OR (B) THE TOTAL FEES ACTUALLY PAID TO ART WORK UNDER THE APPLICABLE ESTIMATE OR WORK ORDER.
6. CLAIMS PROCEDURE
6.1 Inspection and Notice. The Client or consignee must inspect all Artwork immediately upon completion of Services or release from storage. Any loss, damage, or discrepancy must be noted on the delivery receipt, bill of lading, or release document at the time of delivery or release.
6.2 Written Claims Deadline. All claims for loss or damage must be submitted in writing to Art Work within five (5) business days of the completion of Services or the release of stored goods. Claims must include: a description of the loss or damage; the date the loss or damage was discovered; the estimated value of the loss or repair cost; and photographs documenting the condition.
6.3 Waiver. Failure to submit a written claim within the period specified in Section 6.2 shall constitute a complete waiver of all claims related to that Service engagement. Acceptance of delivery without notation of damage or discrepancy creates a presumption that the Artwork was delivered in good condition.
6.4 Limitation of Actions. No legal action or proceeding may be commenced against Art Work more than one (1) year after the date of the alleged loss or damage, regardless of when the loss or damage was discovered.
6.5 Exclusive Remedy. The Client’s exclusive remedy for any claim arising under these Terms is limited to the applicable Released Value or Declared Value as set forth in Section 4.
7. INSURANCE
7.1 Client’s Responsibility. Fine Art Protection coverage (transit insurance, wall-to-wall coverage, or similar policies) is not automatically included in any Service unless specifically stated in the estimate. It is the Client’s sole responsibility to maintain adequate insurance on all Artwork at all times, including during transport, storage, installation, and handling by Art Work.
7.2 Insurance Election. Art Work may, from time to time, offer to arrange transit or storage insurance coverage through third-party providers at the Client’s request and expense. Any such arrangement is provided solely as a convenience and does not create an agency or fiduciary relationship between Art Work and the insurer.
7.3 Waiver of Subrogation. To the extent permitted by law, the Client agrees to cause its insurers to waive any right of subrogation against Art Work.
8. PAYMENT TERMS
8.1 Payment Due. Unless otherwise stated on the applicable estimate, payment is due upon receipt of invoice. Art Work reserves the right to require payment in advance or a deposit before commencing Services.
8.2 Deposits. Art Work may require a deposit of up to fifty percent (50%) of the estimated total before scheduling Services. Deposits are non-refundable in the event of cancellation within the periods described in Section 3.
8.3 Late Payment. Accounts not paid within thirty (30) days of the invoice date shall accrue a service charge of two percent (2%) per month (twenty-four percent (24%) per annum) on the outstanding balance, or the maximum rate permitted by applicable law, whichever is less.
8.4 Credit Card Surcharge. A surcharge of two and nine-tenths percent (2.9%) applies to all credit and debit card payments. ACH and wire transfer payments are not subject to this surcharge. ACH and wire payment instructions are provided on invoices and estimates.
8.5 Right to Withhold Services. Art Work may delay, suspend, or decline to perform Services if payment is deemed insecure, if the Client has an outstanding past-due balance on any account, or if the Client fails to pay a required deposit.
8.6 Collection Costs. The Client shall be responsible for all costs of collection, including reasonable attorney’s fees, court costs, and collection agency fees incurred by Art Work in enforcing payment of past-due amounts.
9. LIEN RIGHTS
9.1 General Lien. Art Work reserves a general lien on all Artwork and other property in its possession, custody, or control until all charges, fees, advances, and other amounts owed by the Client to Art Work on any account are paid in full. This lien is cross-collateralized across all Services and all facilities operated by Art Work.
9.2 Right of Sale. If amounts remain unpaid for more than ninety (90) days after written notice of the lien, Art Work may, upon thirty (30) days’ additional written notice to the Client at the last known address, sell the property at public or private sale to satisfy the outstanding balance, costs of sale, and storage charges. Any surplus shall be returned to the Client.
9.3 Abandoned Property. Property remaining in Art Work’s possession for more than sixty (60) days after the Client has been notified in writing that Services are complete and the property is available for pickup shall be deemed abandoned. Art Work may dispose of abandoned property in any commercially reasonable manner after providing thirty (30) days’ written notice to the Client.
10. SUBCONTRACTING AND AGENCY
10.1 Right to Subcontract. Art Work may, at its discretion, engage third-party carriers, agents, or subcontractors to perform any portion of the Services. Art Work will make commercially reasonable efforts to select qualified service providers but does not warrant or guarantee the performance of any third party.
10.2 Third-Party Terms. When Artwork is tendered to a third-party carrier or agent for transportation, that carrier’s or agent’s own terms and conditions shall govern the carriage. Art Work acts as the Client’s agent for the purpose of engaging such third parties and shall have no liability for acts, omissions, loss, damage, or delay caused by any third-party carrier or agent.
10.3 Client Authorization. By engaging Art Work, the Client authorizes Art Work to act on the Client’s behalf in tendering Artwork to third parties, executing third-party bills of lading and other transport documents, and arranging ancillary services as reasonably necessary to complete the engagement.
11. OWNERSHIP AND AUTHORITY
11.1 Client Warranty. The Client represents and warrants that: (a) it is the legal owner of all Artwork tendered to Art Work, or is the duly authorized agent of the owner with full right and authority to direct the handling, storage, transportation, and disposition of such Artwork; (b) the Artwork is free of all liens, encumbrances, and claims; and (c) the Client has full right and authority to enter into this agreement and to bind any third party on whose behalf the Client acts.
11.2 Indemnification. The Client agrees to defend, indemnify, and hold Art Work harmless from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from: (a) a breach of the warranties in Section 11.1; (b) any dispute regarding the ownership or authority over the Artwork; (c) any claim by a third party asserting rights in the Artwork; or (d) any inaccuracy in information provided by the Client.
12. CONDITION OF ARTWORK
12.1 Disclosure Obligation. The Client must disclose in writing, prior to delivery of Artwork to Art Work, any known damage, defects, fragility, unusual weight, environmental sensitivities, or other conditions that may affect the safe handling, transportation, or storage of the Artwork.
12.2 Pre-Existing Conditions. Art Work shall have no liability for pre-existing damage, inherent vice, ordinary wear and tear, gradual deterioration, insect or pest damage, warping, atmospheric changes, or any condition not directly caused by Art Work’s negligence.
12.3 Packed by Shipper (PBS). When Artwork is packed, crated, or otherwise prepared for transport by the Client or any party other than Art Work, Art Work shall have no responsibility or liability for: internal damage to contents; the adequacy of packing materials or methods; mislabeling, misidentification, or inaccurate inventories; or any damage that cannot be attributed to Art Work’s handling of the exterior packaging. If Art Work is to assume responsibility for packing, such packing must be performed by Art Work personnel and specified on the estimate or work order.
13. FORCE MAJEURE
Art Work shall not be liable for any delay, failure to perform, or damage arising from causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, earthquakes, fires, floods, hurricanes, tornadoes; epidemics, pandemics, or public health emergencies; acts of war, terrorism, insurrection, civil unrest, or riot; government orders, regulations, embargoes, or sanctions; labor disputes, strikes, or work stoppages; power failures, equipment breakdowns, or utility interruptions; supply chain disruptions or transportation delays; or any other event beyond Art Work’s reasonable control. In the event of a force majeure event, Art Work will make commercially reasonable efforts to mitigate the impact on the Client’s Artwork and to resume Services as soon as practicable.
14. GOVERNING LAW AND JURISDICTION
These Terms shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of law provisions. Any dispute arising from these Terms or any related Service shall be resolved exclusively in the state or federal courts located in King County, Washington. The Client consents to personal jurisdiction and venue in such courts.
15. GENERAL PROVISIONS
15.1 Entire Agreement. These Terms, together with the applicable estimate, work order, bill of lading, storage agreement, and any other service documents, constitute the entire agreement between Art Work and the Client regarding the subject matter hereof.
15.2 Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
15.3 Waiver. No waiver of any provision of these Terms shall be effective unless in writing and signed by Art Work. Failure to enforce any provision shall not constitute a waiver of that provision or any other provision.
15.4 Modification. Art Work reserves the right to modify these Terms at any time. Modifications will be posted at artworkfas.com/terms-and-conditions and will apply to all Services commenced after the posting date. The version of Terms in effect at the time Services are authorized shall govern that engagement.
15.5 Assignment. The Client may not assign or transfer any rights or obligations under these Terms without Art Work’s prior written consent. Art Work may assign its rights and obligations to any successor, affiliate, or acquirer of its business.
15.6 Notices. All notices required under these Terms shall be in writing and delivered to: Art Work Fine Art Services, PO Box 20306, Portland, OR 97294, or by email to the contact address on the applicable service document.
15.7 Confidentiality. Art Work shall maintain the confidentiality of all Client information, including the identity, location, value, and description of Artwork in Art Work’s custody or care, except as required by law or as necessary to perform the Services.
15.8 Survival. Sections 4 through 9, 11, and 14 shall survive the termination or completion of any Service engagement.