TERMS OF SALE
These Terms of Sale set out the terms upon which A La Vieille Russie, Inc. (“A La Vieille Russie”, “we,” “us,” or “our”) sells property in the Online Shop on its website, alvr.com (the “Site”). You agree to be bound by these terms by purchasing property on the Site. A Glossary at the end of these Terms of Sale defines the words appearing in bold type.
A. BEFORE MAKING YOUR PURCHASE
1. CONDITION. While our goal is to sell objects only in excellent condition, the physical condition of objects for sale on the Site can vary due to age, normal wear and tear, previous damage, and restoration/repair. All objects are sold in the condition they are in at the time of the sale, and we make no representation or warranty and assume no liability of any kind as to an object’s condition. Any reference to condition in an object description or a condition report shall not amount to a full accounting of condition and may not include all faults, inherent defects, restoration, alteration, or adaptation. The absence of any reference to the condition of an object does not imply that the object is in perfect condition or completely free from wear and tear, imperfections, or the effects of aging. Likewise, images on the Site may not depict an object accurately, as colors and shades may appear different in print or on screen than on physical inspection. We are not responsible for providing you with a description of an object’s condition on the Site or in a condition report.
2. VIEWING OBJECTS. Relying on our object descriptions and condition reports is not an alternative to examining an object in person or hiring a professional adviser. We recommend that you hire a professional adviser if you are not familiar with how to assess the nature or condition of an object. We advise you to rely on your own judgment or on that of your professional advisers as to whether any object matches the description set out beside it and not merely rely on any photographic or pictorial representation of the same as may be provided in the Site. Viewings are available in person at A La Vieille Russie. Condition reports may also be available upon request.
3. WITHDRAWAL. We may, in our sole discretion, withdraw an object from sale at any time prior to its sale and shall have no liability to you for our decision to withdraw. Objects are subject to prior sale.
4. RETURNS. For purchases in the Online Shop only, unless otherwise agreed and notwithstanding our limited authenticity warranty in paragraph A5 below, you may return your purchase for any reason if we receive the item back in its original as-purchased condition, unworn, within 10 days of the purchase, for a full refund in the manner paid, less any non-recoverable transaction fees as applicable (including return shipping). Purchases may be returned for store credit valid one year if we receive the item back between 11 and 30 days after the purchase. After that, all sales are final subject to the limited authenticity warranty in A5 below. Please notify us prior to shipping, request a return label, and ship in original packaging.
5. OBJECT DESCRIPTIONS AND WARRANTIES. The Site sets out an object description for each object that includes, inter-alia, a written description of such object, a pictorial/photographic illustration of the same, and its price, or a means to request the price. Where applicable, the object description will also include the provenance. However, the identity of the previous owners may not be disclosed for a variety of reasons, such as request for confidentiality by the previous owner or if the identity of the previous owner is unknown.
For purchases in the Online Shop only, our limited authenticity warranty, which lasts for one (1) year from the date of purchase, is that the object is authentic, meaning it is a genuine example, rather than a copy or forgery of (a) the work of a particular artist, author, or manufacturer, if the object is described in bold type in the first line of the object description as the work of that artist, author, or manufacturer; (b) a work created within a particular period or culture, if the object is described in bold type in the first line of the object description as a work created during that period or culture; (c) a work of a particular origin or source, if the object is described in bold type in the first line of the object description as being of that origin or source; or (d) in the case of gems, a work that is made of a particular material, if the object is described in bold type in the first line of the object description as being made of that material.
If within one (1) year of the date of purchase, you notify us in writing that the object you purchased is not authentic, then, subject to the terms below, we will refund the purchase price paid by you. The terms of this limited authenticity warranty are as follows:
(a) It will be honored for claims notified in writing within a period of one (1) year from the date of purchase. After such time, we will not be obligated to honor the limited authenticity warranty.
(b) It is given only for information shown in bold type in the first line of the object description. It does not apply to any information other than that in the first line of the object description, even if it is shown in bold type.
(c) It does not apply to any object description or part of an object description that is qualified. “Qualified” means limited by a clarification in bold type in the first line of the object description or by the use in the object description of one of following terms: (i) “Cast from a model by” means, in our opinion, a work from the artist’s model, originating in his circle and cast during his lifetime or shortly thereafter; (ii) “Attributed to” means, in our opinion, a work probably by the artist; (iii) “In the style of” means, in our opinion, a work of the period of the artist and closely related to his style; (iv) “Ascribed to” means, in our opinion, a work traditionally regarded as by the artist; (v) “In the manner of” means, in our opinion, a later imitation of the period, of the style, or of the artist’s work. Qualified object descriptions are not covered at all by this limited authenticity warranty.
(d) It does not apply where scholarship has developed since your purchase, leading to a change in generally accepted opinion. Further, it does not apply if the object description either matched the generally accepted opinion of experts at the date of the sale or drew attention to any conflict of opinion.
(f) It does not apply if the object can only be shown not to be authentic by a scientific process that, on the date of the purchase, was not available or generally accepted for use, was unreasonably expensive or impractical, or was likely to have damaged the object.
(g) Its benefit is only available to the original buyer shown on the invoice for the object, issued at the time of the sale, and only if, on the date of the notice of claim, the original buyer is the full owner of the object and the object is free from any claim, interest, or restriction by anyone else. The benefit of this limited authenticity warranty may not be transferred by the original buyer to anyone else.
(h) In order to make a claim under the limited authenticity warranty, you must (i) give us written notice of your claim within one (1) year of the purchase; (ii) at our option, pay for and provide us with the written opinions of two recognized experts in the field, mutually agreed upon by you and us, confirming that the object is not authentic (we reserve the right to obtain additional opinions at our expense); and (iii) return the object at your expense to us in the condition it was in at the time of sale.
(i) Your only right under this limited authenticity warranty is to cancel the sale and receive a refund of the purchase price paid by you to us. We will not, under any circumstances, be required to pay you more than the purchase price, nor will we be liable for any loss of profits or business, loss of opportunity or value, expected savings or interest, costs, damages, other damages, or expenses.
(j) No employee or agent of A La Vieille Russie is authorized to make a representation or provide additional information, whether orally or in writing, that amends the limited authenticity warranty or creates an additional warranty with respect to an object. Any such representation, other information, or additional warranty shall be null and void.
We give no warranty in relation to any statement made, or information given, by us or our representatives or employees about any object other than as set out in the limited authenticity warranty above, and as far as we are allowed by law, all warranties and other terms that may be added to this agreement by law are excluded.
We are not responsible to you for any reason (whether for breaking this agreement or for any other matter relating to your purchase of any object) other than in the event of fraud or fraudulent misrepresentation by us, or other than as expressly set out in these Terms of Sale. We do not give any representation, warranty, or guarantee or assume any liability of any kind in respect of any object with regard to merchantability, fitness for a particular purpose, description, size, quality, condition, attribution, authenticity, rarity, importance, medium, provenance, exhibition history, literature, or historical relevance. Except as required by local law, any warranty of any kind is excluded by this paragraph. We have no responsibility to any person other than a buyer in connection with the purchase. If, despite the terms above, we are found to be liable to you for any reason, we shall not have to pay more than the purchase price paid by you to us. We will not be responsible to you for any reason for loss of profits or business, loss of opportunity or value, expected savings or interest, costs, damages, or expenses.
B. REGISTERING TO PURCHASE
1. NEW BUYERS. New buyers must, upon request, provide us with the following documentation of their identity:
(a) Individuals must provide photo identification (driver’s license, non-driver ID card, or passport) and, if not shown on the photo identification, proof of current address (a current utility bill or bank statement).
(b) Corporations and limited liability companies must provide a Certificate of Incorporation or Certificate of Formation or equivalent bearing the company’s name and registered address, together with the identity of their beneficial owners and their directors, managers, or the members of their equivalent governing body.
(c) Trusts, partnerships, offshore companies, and other business entities must contact us to discuss our requirements.
We may, in our discretion, also require new buyers to provide us with a financial reference and if we are not satisfied with the information you provide us in our buyer identification and other registration procedures, we may cancel the contract for sale.
2. RETURNING BUYERS. If you have not bought anything from us recently, then we may require you to register as a new buyer, as described in the paragraph above.
3. BUYING FOR ANOTHER PERSON. If you are buying as an agent on behalf of another person, your principal must be a registered buyer and must provide us with written authorization allowing you to make the purchase on their behalf. You, as the agent, shall accept personal liability to pay the purchase price and all other sums due unless we have agreed otherwise in writing that you are acting as an agent on behalf of your principal and that we will only seek payment from your principal.
C. PAYMENT, COLLECTION, AND RETURNS
1. YOUR PURCHASE AND INVOICES. The contract of sale between you and A La Vieille Russie is formed when you agree to buy an object for the stated purchase price thereof. We will issue an invoice for the purchase price and any other charges only to the registered buyer.
2. SALES AND USE TAX. The buyer is responsible for any applicable taxes, including any sales or use tax or equivalent tax wherever such taxes may arise on the purchase price and any other charges. A sale or use tax is dependent upon several factors, including, but not limited to, our volume of sales and the place of delivery of the object, regardless of the nationality or citizenship of the successful buyer. The applicable sales tax rate will be determined based upon the state, county, or locale to which the object will be shipped or where it is picked-up in person. We collect sales tax in states where legally required. In accordance with New York law, if A La Vieille Russie arranges the shipment of an object out of New York State, New York sales tax does not apply, although sales tax or other applicable taxes for other states may apply. If you hire a shipper (other than a common carrier authorized by A La Vieille Russie), to collect the object from A La Vieille Russie’s New York location, A La Vieille Russie must collect New York sales tax on the object at a rate of 8.875% regardless of the ultimate destination of the object.
3. MAKING PAYMENT.
(a) Immediately upon your purchase, you must pay the purchase price, plus any applicable duties and sales, use, or other applicable taxes.
(b) We will only accept payment from the registered buyer. Once issued, we cannot change the buyer’s name on an invoice or reissue the invoice in a different name.
4. TRANSFERRING OWNERSHIP TO YOU. You will not own the object and title will not pass to you until we have received full payment in good funds of the purchase price and any other charges and issued a final invoice, even if we have previously released the object to you.
5. TRANSFERRING RISK OF LOSS TO YOU. Unless we have agreed otherwise with you, the risk of loss in and responsibility for the object will transfer to you from whichever is the earlier of the following: (a) when you (or your shipper or your warehouse) collect the object, or receive the object from us; or (b) the end of the thirtieth (30th) day following the date of your purchase.
6. SHIPPING, COLLECTION, AND STORAGE.
(a) Domestic shipping is normally included for small items, as is insurance during shipping. Unless we otherwise agree in writing, A La Vieille Russie will arrange all transport, shipping and insurance with reputable shipping companies. We are not responsible for their acts or omissions. A La Vieille Russie shall be responsible for insurance of the purchased object(s) until the shipper takes delivery of the purchased object(s). Purchased objects will thereafter be insured after delivery to the shipper until delivery to the destination you provide.
(b) If, with our consent, you elect to be responsible for packing, crating and shipping and fail to collect any purchased object within fifteen (15) days after we notify you that the object(s) are available for collection, we may, at our sole option, (i) charge you storage and insurance costs; (ii) move the object to another A La Vieille Russie location or to a third-party warehouse, whereupon we will charge you transport costs, insurance costs, and administration fees for doing so, and you will be subject to the third-party storage warehouse’s standard terms and responsible for paying its standard fees and costs; or (iii) sell the object in any commercially reasonable way we think appropriate.
(c) In accordance with applicable law, if you have paid for the object and any other charges in full but you do not collect the object within the time specified by New York State, we may charge you New York State sales tax for the object.
7. EXPORTING AND IMPORTING. The buyer is responsible for any import taxes, duties, etc., that might be applicable. The shipping of an object is affected by United States export laws or the import laws of other countries. If you are outside the United States, then local laws may prevent you from importing an object. You alone are responsible for seeking advice prior to buying and meeting the requirements of any law or regulation applying to the export or import of an object.
8. YOUR WARRANTIES. You warrant to us that (a) the funds you use for payment are not connected with any criminal activity, including tax evasion, and neither are you under investigation, nor have you been charged with or convicted of money laundering, terrorist activities, or other crimes; (b) where you are buying on behalf of another person, (i) you have conducted appropriate customer due diligence on the ultimate buyer(s) of the object(s) in accordance with all applicable anti-money laundering and sanctions laws, you consent to us relying on this due diligence, you will retain for a period of not less than five (5) years the documentation evidencing the due diligence, and you will make such documentation promptly available for immediate inspection by an independent third-party auditor upon our written request to do so; (ii) the arrangements between you and the ultimate buyer(s) in relation to the object or otherwise do not, in whole or in part, facilitate tax crimes; (iii) you do not know, and have no reason to suspect, that the funds used for payment are connected with or the proceeds of any criminal activity, including tax evasion, or that the ultimate buyer(s) are under investigation for, or have been charged with or convicted of, money laundering, terrorist activities, or other crimes.
D. OTHER TERMS
1. OUR ABILITY TO CANCEL. In addition to the other rights of cancellation contained herein, we can cancel a sale of an object if (i) any of your warranties in paragraph C(8) are not correct; (ii) we reasonably believe that completing the transaction is, or may be, unlawful; or (iii) we reasonably believe that the sale places us under any liability to anyone else or may damage our reputation.
2. COPYRIGHT. We own the copyright in all images, illustrations, and written material produced by or for us relating to an object, including the contents of our Site, unless otherwise noted therein. You cannot use them without our prior written permission. We make no representation and offer no guarantee that the buyer of an object will gain any copyright or other reproduction rights.
3. SEVERABILITY. If a court finds that any part of these conditions is invalid, illegal, or unenforceable, that part will be treated as being deleted, and the rest of the conditions shall be enforceable to the fullest extent permissible by law.
4. TRANSFERRING YOUR RIGHTS AND RESPONSIBILITIES. You may not grant a security interest over or transfer or assign any or your rights or delegate any of your liabilities, responsibilities or obligations under these Terms of Sale and any contract of sale resulting from your purchase of an object unless we consent in writing. This agreement will be binding on your heirs, successors, legal representatives, trustees, estate and permitted assigns and delegees.
7. WAIVER. No failure or delay to exercise any right or remedy contained herein shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
8. NOTICES. We may validly send a notice to any buyer either by (i) hand delivery, (ii) email to the email address you provide to us, or (iii) recognized overnight courier sent to the street address you provide to us, no signature required. Such notice shall be deemed delivered, in the case of (i) hand delivery, on the date of delivery, (ii) email, on the date of transmission (subject to electronic confirmation of receipt); (iii) overnight courier, on the second business day after our delivery to the courier service, subject to the courier’s confirmation of delivery to the address you provide us.
9. GOVERNING LAW AND DISPUTES. This agreement and any obligations arising out of or in connection with this agreement, or any other rights you may have relating to the purchase of an object will be governed by the laws of New York, without reference to conflict of laws principles. Before we or you start any court proceedings (except in the limited circumstances where the dispute, controversy, or claim is related to proceedings brought by someone else and this dispute could be joined to those proceedings), you and we agree to try to settle the dispute by mediation submitted to JAMS, or its successor, for mediation in New York, New York. If the dispute is not settled by mediation within sixty (60) days from the date when mediation is initiated, then the dispute shall be submitted to JAMS, or its successor, for final and binding arbitration in accordance with its Comprehensive Arbitration Rules and Procedures or, if the dispute involves a non-US party, the JAMS International Arbitration Rules. The seat of the arbitration shall be New York, New York, and the arbitration shall be conducted by one arbitrator, who shall be appointed within thirty (30) days after the initiation of the arbitration. The language used in the arbitral proceedings shall be English. The arbitrator shall order the production of documents only upon a showing that such documents are relevant and material to the outcome of the dispute. The arbitration shall be confidential, except to the extent necessary to enforce a judgment or where disclosure is required by law. The arbitration award shall be final and binding on all parties involved. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. This arbitration and any proceedings conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code and by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards of June 10, 1958.
other charges: means any amounts other than the purchase price payable in connection with a purchased object, including without limitation sales, use or other taxes, packing, shipping and insurance fees and any other charges (such as for framing) incurred by the buyer.
other damages: any special, consequential, incidental, or indirect damages of any kind or any damages that fall within the meaning of “special,” “incidental,” or “consequential” under New York law.
purchase price: is the fixed price for an object stated in the object description for that object or otherwise communicated to you.
provenance: the ownership history of an object.
warranty: a statement or representation in which the person making it guarantees that the facts set out in it are correct.