Terms and Conditions
Last updated: October 4, 2021
The Contract for Services includes these Terms and Conditions, together with any applicable estimate, proposal, change order, and/or invoice (collectively, “Agreement”) submitted by Art Work Logistics and/or Art Work Projects, whichever is applicable (“Art Work FAS”) to the Client (“Client”) for the proposed work described in the applicable estimate or proposal (as may be modified by a change order “Scope of Work”). The “Client” is the person to whom the estimate or proposal is addressed, along with his/her employer or principal, if applicable. The Scope of Work may only be modified by a written change order (“Change Order”) signed by both parties. The estimate or work order will remain open for 10 days from the date the applicable estimate or work order is presented to Client, at which point it will expire without further notice to Client. This Agreement will be deemed accepted by Client upon the earlier of its signature on the applicable estimate or proposal, or by delivery or deposit of goods (“Objects”) with Art Work FAS. This Agreement is binding on the Client, its successors and assigns, and cannot be modified except by a written amendment signed by Art Work FAS.
All work will be done in a professional manner according to standard industry practices. All labor and materials provided by Art Work FAS shall be considered taxable and not included within the estimated fees and other charges described in this Agreement.
Client represents and warrants to Art Work FAS that it is the legal owner or has lawful possession of the Objects and has the right and authority to direct the release and/or delivery of the Objects and to enter into this Agreement. Client agrees to defend, hold harmless, and indemnify Art Work FAS from and against any allegation or claim based on, or any loss, damage, settlement, cost, expense, and any other liability resulting from any breach of this Agreement. Any and all representations and warranties, and any waivers, releases, limitations on liability, and indemnifications are perpetual and shall survive termination or completion of this Agreement.
Client agrees to pay the amounts due pursuant to this Agreement, as may be modified as provided herein. Payments for invoiced charges are due within 30 days of the date of invoice. Client agrees to pay a late fee of 5% of the invoiced charge for any late payment. Unpaid amounts shall accrue interest at 12% per annum or the highest rate allowed under applicable law. Art Work FAS reserves the right to require Client to pay an advance deposit of 50% of the estimate total prior to commencing the Scope of Work. Art Work FAS also reserves the right to require Clients located outside of the United States to pay all charges in advance.
Client shall be in default under this Agreement if Client fails to (a) pay amounts when due, or (b) to cure any other breach of this Agreement within 10 days of receipt of written notice from Art Work FAS. Upon any such default, Art Work FAS shall have the right to immediately terminate this Agreement and its obligations hereunder effective upon sending notice to Client. If Client’s Objects are not removed upon the termination of this Agreement, Art Work FAS may dispose of the Objects in accordance with applicable law, or exercise any other remedy available to it under the law, without limitation. Art Work FAS reserves all rights that it may have pursuant to any Warehouseman’s lien. Client is advised to review applicable state law providing for such rights. The rights and remedies set forth in this Agreement are not exclusive and are in addition to and not in lieu of any other rights or remedies that exist in law or equity or by statute or otherwise.
Limitation of Liability
Art Work FAS is only liable for damage caused intentionally or through gross negligence by Art Work FAS. Art Work FAS is not responsible for loss incurred due to circumstances beyond its control. The liability of Art Work FAS is in particular excluded for: Glue and veneer solutions, abrasions, pressure marks on furniture, breakage of furniture and the effects of temperature fluctuations or humidity; Rust, damage caused by mice, rats and moths, woodworm, mold fungus; Internal damage to goods that are externally intact; Consequences of wrong information; Circumstances that are beyond the control of Art Work FAS, in spite of taking all due care, the consequences of which it could not stave off.
Notwithstanding any provision to the contrary in this Agreement, Art Work FAS’ aggregate liability with respect to claims for loss or damage arising from or relating to its performance under this Agreement shall not in any event exceed the fees paid to Art Work FAS under this Agreement for the 12-month period preceding the date of loss or damage. Any claim of damage arising under this Agreement must be presented to Art Work FAS in writing upon completion of the Scope of Work. No lawsuit or other action may be maintained by Client against Art Work FAS for loss or damage to the Objects unless a timely written claim has been given by Client and unless such lawsuit or other action is commenced no later than nine months after completion of the Scope of Work.
IN NO EVENT WILL ART WORK FAS BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND WHATSOEVER AND HOWEVER ARISING, INCLUDING, WITHOUT LIMITATION, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF ANY PROVISION OF THIS AGREEMENT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY CLIENT OR COULD HAVE BEEN REASONABLY FORESEEN BY CLIENT OR ART WORK FAS, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THE REMEDIES SET FORTH IN THIS SECTION 6 SHALL BE CLIENT’S SOLE AND EXCLUSIVE REMEDY AND CONSTITUTE ART WORK FAS’ ENTIRE LIABILITY FOR ANY BREACH OF ART WORK FAS’ OBLIGATIONS.
Client is responsible for insuring Client’s Objects at all times during this Agreement. Upon request, Client shall supply written proof of insurance. Solely as a courtesy to storage clients, storage clients may choose to request Art Work FAS provide fine art protection for Objects. The cost of fine art protection will be reflected in Art Work FAS’ regular invoice to the Client. If Client exercises this option and the Client’s loss is covered by the applicable protection, then the liability cap in Section 6 shall be equal to the greater of the fine art protection coverage proceeds payable to Client or the amount set forth in Section 6 above. Client acknowledges that any fine art protection coverage may not be adequate to cover any loss or damage to the Objects. If Client elects to have Art Work FAS provide fine art protection on the Objects, Client shall disclose the full value of the Objects to Art Work FAS. Client hereby acknowledges that Art Work FAS will rely on such representation in providing fine art protection, and hereby waives and releases any and all claims against Art Work FAS in the event that Objects were under-protected.
Except as otherwise provided in this Agreement, Objects or information pertaining to Objects will not be released by Art Work FAS to any party other than the Client or those identified in writing by the Client as authorized persons, or as otherwise required by law, or as reasonably necessary to Art Work FAS’ attorneys, advisors, accountants, insurers, and brokers. Client agrees that it will protect and keep confidential the terms and conditions of this Agreement and any other information obtained from Art Work FAS in connection with this Agreement that is identified as confidential or proprietary or that, given the nature of such information or the manner of its disclosure, reasonably should be considered confidential or proprietary.
If the Scope of Work includes storage services, Client shall enter into the Storage Receipt and Contract included herewith which shall be deemed part of the Agreement. Art Work FAS will provide a current fee schedule (“Fee Schedule”) for storage charges upon request.
If Art Work FAS is not responsible for packing the stored item, the stored item must be packaged professionally in a manner suitable for storage by the customer. Art Work FAS does not accept any liability for defects to the packaging material and any related damage.
When storing works of art and valuables, Art Work FAS issues a stock list that becomes binding upon signature by both parties. The stock list does not have the properties of a security and cannot be used as collateral, pledged or assigned.
Checking of Inbound Goods
When admitting the works of art and valuables to the warehouse, Art Work FAS checks that they match the list of items to be stored prepared by the customer. Art Work FAS has the right to open the packaging when accepting the inbound goods. If the packaging is improper or damaged, Art Work FAS can in agreement with the customer repackage the stored item at the customer’s cost. Incomplete or missing information in the list of items to be stored prepared by the customer entitles Art Work FAS to issue a written proviso or to refuse to store the goods, and releases Art Work FAS of any and all liability for damage arising from such wrong or missing information. Art Work FAS is not obliged to check that the stored item matches its description in the list prepared by the customer, nor is it obliged to check the authenticity and condition of the stored item. If Art Work FAS provides the customer with individual storage units or fenced storage spaces, Art Work FAS is entitled but not obliged to check the goods stored there.
When retrieving goods, the customer or the person authorized by the customer, must submit the stock list and sign a confirmation of receipt. Art Work FAS is entitled to require the recipient of the retrieved goods to provide proof of identification. If only some of the stored items are retrieved, Art Work FAS gives the customer an amended stock list. The amended stock list is deemed to have been approved if the customer does not object in writing within seven (7) days of receipt of the stock list.
Condition/Duty to Disclose/Inspect
Client shall disclose in writing to Art Work FAS any known damage and/or defects existing in the Objects prior to delivery to Art Work FAS for performance of the Scope of Work; provided that this list shall not be deemed a complete list of all existing damage and defects. Art Work FAS shall not be liable for any (a) damage to, or defects in, the Objects existing prior to delivery of the Objects to Art Work FAS, (b) damage known to Client which is not disclosed by Client, (c) ordinary wear and tear, or (d) perishable Objects. Upon completion of the Scope of Work, Client shall inspect the Objects for damage.
Attorney’s Fees and Costs
In the event of litigation arising out of this Agreement, or a claimed breach thereof, the substantially prevailing party shall be entitled to recover its reasonable attorneys’ fees and all costs and expenses. Art Work FAS is entitled to its costs and reasonable attorneys’ fees (including appellate, trial, and arbitration) for collection.
Disputes arising from this Agreement will be resolved in the state or federal courts located in Multnomah County, Oregon, and Client consents to be subject to the jurisdiction of these courts. This Agreement shall be governed and construed in accordance with the laws of the state in which services are provided.
Terms and Conditions Termination/Cancellation
Either party may terminate this Agreement for any reason without penalty or charge (except as provided in the following sentence) and require the removal of Objects stored with Art Work FAS, upon thirty (30) days’ written notice to the other party (subject to any lien rights); provided that if Client terminates within (1) business day of commencement of this Scope of Work, Art Work FAS will invoice to the Client 100% of the estimated total charges under this Agreement; and if such termination occurs within (2) business days, Art Work FAS will invoice 50% of the estimated total charges.
If the storage contract has been concluded for a fixed period, it ends at the end of this term. If the storage contract has been concluded for an indefinite period, the notice period is 30 days. Notice of termination must be given in writing. The storage contract can be terminated in writing for good cause with immediate effect. Good cause in particular includes: a) If the other party breaches a material contractual obligation and does not remedy the breach within 30 (thirty) days of receipt of a written notice identifying the breach by the culpable party; b) If the credit rating of the other party worsens considerably and threatens its ability to perform its obligations under this contract and the circumstances are not expected to improve within a reasonable period of time; c) If the other party becomes unable to pay; d) If bankruptcy, debt collection or similar proceedings are initiated against a party in accordance with the applicable law, either voluntarily or involuntarily; e) If a stored item exhibits or develops unpleasant symptoms (odors, leaks, vermin, etc.) that are detrimental to the other goods, the warehouse itself, the persons who work there or the environment; f) If any other event occurs that makes it unreasonable to expect the terminating party to continue this contract in good faith. The customer is obliged to collect the stored item from the place of storage or to send an authorized per
Art Work FAS DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Neither party will be liable for any loss or damage or be deemed to be in breach of this Agreement due to any event or circumstance beyond its reasonable control, including but not limited to war, invasion, civil unrest, electrical shortages, terrorist attacks, earthquakes, or other natural disasters.
Client will provide a description of the Objects, the condition of the Objects in the Client’s judgment, and the Client’s estimated value of Objects by the time of delivery or deposit of the Objects to Art Work FAS. Such information will be accurate, complete and sufficient to allow Art Work FAS to comply with all applicable laws and regulations regarding the storage, handling and transportation of the Objects. Art Work FAS assumes no responsibility for valuation. Any removal of Objects from storage, or addition of new Objects for storage, will be acknowledged in writing and a Change Order will be issued by Art Work FAS. Art Work FAS may, without notice to Client, relocate Objects within its facilities. If Client requests Art Work FAS engage the services of others with respect to the Objects, and Art Work FAS agrees to such request, it is agreed that Art Work FAS shall act as the agent of Client shall not be liable for any loss or damage arising out of such services, and Client shall indemnify and defend Art Work FAS from any claims or damages arising therefrom
Terms and Conditions Additional Provisions
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and no prior or contemporaneous agreements shall be valid. The parties may use standard business forms or other communications but use of such forms is for convenience only and does not alter the provisions of this Agreement. Any notices under this Agreement must be in writing and delivered in person or sent by first class mail, overnight delivery by a nationally recognized carrier or facsimile to the address for the recipient set forth in this Agreement. Either party may give the other party notice of a change in address in accordance with this Section. This Agreement may be executed in counterparts and delivery of a signature page by email or facsimile shall have the same force and effect as delivery of an original signature page. A waiver of any default is not a waiver of any subsequent default. Invalid provisions shall not affect other provisions, and remaining provisions of the Agreement will remain in full effect. Art Work FAS may assign this Agreement and its obligation hereunder.
If you have any questions about our Terms and Conditions, you can contact us by email at [email protected]