Please read these Terms and Conditions carefully before accepting them since our agreement is a contract. If you do not understand any of the terms of this agreement, we recommend you get legal advice before proceeding.
Terms and Conditions
(to keep the Lawyers Happy)
1. Agreement: These Terms and Conditions constitute a binding contract between the Customer and Warburton Art Management LLC. (Warburton Art Management) and are referred to herein as either the "Terms and Conditions" or this "Agreement". Customer expressly accepts these Terms and Conditions by making a purchase from or placing an order with Warburton Art Management or its authorized agents, otherwise requesting portraits, paintings, drawings and other artistic creations and services (the "Products") or engaging Warburton Art Management or its authorized agents to perform or procure any Services.
These Terms and Conditions Terms and Conditions posted on the Warburton Art Management website at the time Customer places an order, requests delivery of a product, solicits performance of service, signs a Statement of Work or renews a contract will constitute the agreement for the term of that agreement, unless otherwise agreed in writing by Warburton Art Management and Customer. Except as described above, Warburton Art Management reserves the right to change these Terms and Conditions at any time, except that any contracts already in agreements will be controlled by these terms and conditions in effect at the sign the said contract with formed..
2. Taxes: All applicable taxes, tariffs, and other governmental charges shall be paid by Customer and are Customer's responsibility, except as limited by law.
3. Payment: For purchase of goods or services from Warburton Art Management, Customer agrees to pay 50% at time of order and balance at the time of receipt of goods and/or services from Warburton Art Management, unless a different payment schedule is agreed to.
4. Risk of Loss: The risk of loss from any casualty to the system during shipment to the Customer, regardless of the cause, will be the responsibility of Customer.
5. Limitation of Liability: EXCEPT AS PROVIDED IN THIS AGREEMENT WARBURTON ART MANAGEMENT MAKES NO OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. IN NO EVENT WILL WARBURTON ART MANAGEMENT ITS REPRESENTATIVES, DISTRIBUTORS, SUBCONTRACTORS OR ITS VENDORS BE LIABLE TO THE CUSTOMER OR CUSTOMER’S STAFF OR EMPLOYEES FOR ANY OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFIT OR LOSS OF USE, ARISING OUT OF THE SALE, MANUFACTURE OR USE OF ANY PRODUCTS SOLD OR SERVICES RENDERED HEREUNDER WHETHER SUCH CLAIM IS PLEADED IN CONTRACT OR IN TORT, INCLUDING STRICT LIABILITY IN TORT.
6. Guarantee: Our paintings are not photographic reproductions and might differ from the original in size, background, features and other details. Customer has ten calendar days after receipt of Product from Warburton Art Management to inspect said Product. Customer may return Product to Warburton Art Management, if the said Product is found to be defective for a full refund. Any product returned to Warburton Art Management shall include a detailed explanation of the said defect. Beyond the ten calendar days, the Customer agrees that the Product fully meets the Customer’s specification.
No one is authorized to make any warranty or representation other than as set forth in this agreement. The customer may not rely on any other warranty or representation of any other person or legal entity other than Warburton Art Management.
7. Exclusive Remedies: SHOULD THE PRODUCT FAIL TO CONFORM TO THE CUSTOMERS REQUIREMENTS, CUSTOMER’S ONLY REMEDY AND WARBURTON ART MANAGEMENT’S ONLY OBLIGATION SHALL BE, AT WARBURTON ART MANAGEMENT’S SOLE OPTION, REWORK OF SUCH NON-CONFORMING PRODUCTS OR REFUND OF THE PURCHASE PRICE PAID.
8. Pricing Information and Availability Disclaimer: Warburton Art Management reserves the right to make adjustments to pricing, Products and Service offerings for reasons including, but not limited to, changing market conditions, , supplier price changes and errors in advertisements. All orders are subject to Product availability and the availability of Personnel to perform the Services. Therefore, Warburton Art Management cannot guarantee that it will be able to fulfill Customer’s orders. In the event that Warburton Art Management is unable to fulfill Customer’s order, Customer shall be entitled to a full refund. If Services are being performed on a time and materials basis, any estimates provided by Warburton Art Management are for planning purposes only.
9. Source Image Copyrights: It is the Customer’s responsibility to ensure that any image submitted to the Warburton Art Management is in the public domain, use is within fair use provisions or that any copyright permissions required have been obtained by the Customer.
If Warburton Art Management is provided a photograph or other image for copying in painted, drawing or other form, the Customer warrants that he/she either owns the copyright in said image, the image is in the public domain or the Customer has the permission of the copyright holder to produce derivatives such as those requested of Warburton Art Management.
Customer further agrees to indemnify Warburton Art Management in the event that Warburton Art Management is legally prosecuted by an alleged copyright holder claiming that the photograph or other image provided by Customer was improperly copied. Said indemnification shall include all of Warburton Art Management’s legal costs regardless of whether the plaintiff or defense prevail or settle.
10. Created Image Copyrights: The copyright in all and any pictures, created by Warburton Art Management’s artists remains with the artist to the entire limit permitted by law, except as expressly agreed upon in writing.
11. Force Majeure: Neither Party shall not be liable for any loss or damage resulting from delay in prosecution or completion of the work caused by labor disputes, floods, fires, riots, thefts, accidents, inability to obtain necessary labor, materials, components, or fuel, acts of Government, or any other cause which is beyond the reasonable control of that Party. The Parties shall have the right in the event of the happening of any of the above contingencies, to cancel this agreement or any part thereof without any resulting liability to the other Party.
12. Statute of Limitations: No action arising out of any claimed breach of this agreement or transactions under this agreement may be brought by the Customer more than two years after the cause or action has accrued, without regard to the date the breach is discovered.
13. Assignments: Neither party may not delegate any duties, nor assign any rights or claims hereunder, without prior written consent of the other Party.
14. Waiver: Waiver by either Party of any of these Terms and Conditions shall not constitute a waiver of any other of these Terms and Conditions.
15. Ineffective Provisions: The provisions of this Agreement shall be severable, and if any one of them is held to be invalid or unenforceable for any reason, the parties agree that an adjudicating court or other body shall modify such provision to the extent necessary to cure such invalidity. The invalidity or unenforceability of one provision shall not affect any other provision of this Agreement.
16. Different Terms: Customer may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order or other document will be null and void and this agreement is expressly conditioned on Customer’s assent to any different or additional terms contained herein. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these Terms and Conditions or any purchase order or invoice.
17. Clause headings: Headings within this Contract are for convenient reference only and have no effect in limiting or extending the language of the provisions to which they refer.
18. Language: In case of disagreement between the translations of this contract into other languages, this English language version shall control.
19. Controlling Law: This contract, sale of the equipment, provision of services, software license and any other matter arising out of the transaction contemplated hereunder shall be governed by the substantive law of the Commonwealth of Pennsylvania, excluding the Commonwealth’s choice of law provisions. The parties agree to submit to the personal jurisdiction of the state and federal courts in Allegheny County, Pennsylvania.
Effective June 1st 2014