Terms and Conditions
TERMS AND CONDITIONS
Welcome to the Website of David Zwirner Gallery (“David Zwirner,” “us,” and “we”). The following Terms and Conditions (the “Terms and Conditions”) govern your use of this Website. By using the Website, you accept and agree to these Terms and Conditions and the David Zwirner Privacy Policy (https://www.davidzwirner.com/privacy-policy). We may revise the Terms and Conditions at any time, without notice to you, such changes to be effective immediately upon posting on the Website. If you do not agree to the Terms and Conditions, you are not granted permission to access or use this Website and must exit immediately.
1. Proprietary Rights. As between you and us, we own, solely or exclusively, all rights, title and interest in and to the Website, all data, content, graphics, artwork, images, photographs, code, audio clips, video clips, software and other material on, in or made available through the Website (the “Website Material”), as well as the look and feel, design, selection, coordination, arrangement, and organization of the Website Material (together with the Website Material, the “Website Proprietary Content”), including but not limited to any copyrights, trademark rights, patent rights, database rights, moral rights and other intellectual property and proprietary rights therein. Under no circumstances will you have any rights of any kind in or to the Website or the Website Proprietary Contents, other than the right to use the Website in accordance with these Terms and Conditions.
2. Limited License. You may access and view the content on the Website on your computer or other device. Unless otherwise specifically indicated in these Terms and Conditions, use of the Website and the services offered on or through the Website are only for your personal, non-commercial use.
3. Prohibited Uses. You agree that any commercial or promotional distribution, publication or exploitation of the Website or any Website Proprietary Contents is strictly prohibited unless you have received the express prior written permission of an officer of David Zwirner or the otherwise applicable rights holder. You further agree that you will not (a) use the Website for any illegal or unauthorized purposes that violate any laws (including import, export and copyright laws); (b) download, post, display, publish, copy, distribute, transmit, broadcast or create derivative works from, or otherwise exploit any of the Website Proprietary Contents; (c) alter, edit, delete, remove, change the meaning or appearance of any of the Website Proprietary Contents, including without limitation the removal or alteration of any trademarks, trade names, logos, service marks, copyright notices or any other proprietary notices on any Website Proprietary Contents; (d) attempt to gain unauthorized access to our computer system or engage in any activity that interferes with the performance of, or impairs the functionality of the Website or any goods or services provided through the Website. We reserve the right to suspend or terminate your access to this Website and/or ability to use the services with or without notice for failure to comply with these Terms and Conditions, for providing us with untrue or inaccurate information about yourself, for infringement upon any of our proprietary rights, or for any other reason whatsoever or for no reason.
4. Trademarks. The names, titles, trademarks, service marks, and logos that appear on the Website, including without limitation “David Zwirner,” are registered and unregistered marks of David Zwirner (the "Trademarks"). You may not use the Trademarks without our prior, written permission. The trademarks of third parties may also appear on the Website from time to time; you may not use these trademarks without prior, written permission of their respective owners. You acknowledge and agree that nothing on the Website grants any right or license to use any of the Trademarks or may be construed to mean that we have authority to grant any right or license on behalf of any third party trademark owner.
5. Mailing List. You may use the Website without registering or submitting any personally identifiable information. As a service, we offer visitors to the Website the opportunity to subscribe to the David Zwirner email newsletter (the “Newsletter”). To subscribe to the Newsletter, you will be asked to submit your name and email address (the “Subscriber Information”). You may subscribe or unsubscribe at any time by following the instructions on the Newsletter. The Subscriber Information shall be subject to our Privacy Policy (click here (https://www.davidzwirner.com/privacy-policy) to view), which is incorporated herein by reference as if set forth fully here. You acknowledge and agree that you are solely responsible for the accuracy of your Subscriber Information.
6. Linking. The Website may contain links to third party web sites or services that are not owned or controlled by David Zwirner or its affiliates. David Zwirner has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that David Zwirner shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services. We strongly advise you to read the terms and conditions and privacy policies of any third party web sites or services that you visit.
7. Disclaimer. David Zwirner, its subsidiaries, and affiliates are not responsible for and do not guarantee the accuracy or completeness of any Website Proprietary Content or other items contained within the Website. We reserve the right to immediately remove or make changes to any Website Proprietary Contents for any reason or for no reason in our sole discretion. WE PROVIDE THE WEBSITE ON AN "AS IS" BASIS. YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COPYRIGHT OWNERSHIP AND/OR NONINFRINGEMENT OF COPYRIGHTS OR OTHER THIRD PARTY PROPRIETARY RIGHTS. WE DO NOT WARRANT THAT THE WEBSITE WILL PROVIDE CONTINUOUS, PROMPT, SECURE, OR ERROR-FREE SERVICE. WE MAKE REASONABLE, ONGOING EFFORTS TO REVISE AND UPDATE THE WEBSITE, BUT ASSUME NO LIABILITY FOR ANY ERRORS OR OMISSIONS, INCLUDING THE INACCURACY OF CONTENT, OR FOR ANY DAMAGES OR LOSSES THAT YOU OR ANY THIRD PARTY MAY INCUR AS A RESULT OF THE UNAVAILABILITY OF THE WEBSITE. WE ASSUME NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES WHICH MAY AFFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ARISING FROM YOUR USE OF THE WEBSITE.
8. Liability. IN NO EVENT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL DAVID ZWIRNER, ITS AFFILIATES, SUBSIDIARIES OR LICENSORS, OR ANY OF THEIR RESPECTIVE MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENT AND CONTRACTORS (COLLECTIVELY, THE “PROTECTED ENTITIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING LOST REVENUES OR LOST PROFITS, WHICH MAY OR DOES RESULT FROM THE USE OF, ACCESS TO, OR INABILITY TO USE THE WEBSITE, THE WEBSITE PROPRIETARY CONTENTS, USER INFORMATION, SUBSCRIBER INFORMATION, THE SERVICES, PRODUCTS, INFORMATION AND OTHER MATERIALS ON AND IN AND MADE AVAILABLE THROUGH THE WEBSITE, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT YOU OR DAVID ZWIRNER HAD BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES, AND EVEN IF THE REMEDIES OTHERWISE AVAILABLE FAIL OF THEIR ESSENTIAL PURPOSE. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF THE PROTECTED ENTITIES TO YOU OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH, BASED UPON, OR ARISING FROM THE WEBSITE, THE WEBSITE PROPRIETARY CONTENTS, USER INFORMATION OR SUBSCRIBER INFORMATION ON, IN, AND MADE AVAILABLE THROUGH THE WEBSITE, OR THE SERVICES, INFORMATION, OR PRODUCTS OFFERED IN CONNECTION THEREWITH EXCEED THE PRICE OF PRODUCTS PURCHASED AND PAID FOR BY YOU VIA THE WEBSITE IN THE PRECEDING TWELVE (12) MONTH PERIOD. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE TOTAL LIABILITY OF DAVID ZWIRNER AND ITS AFFILIATES, SUBSIDIARIES OR ITS LICENSORS SHALL NOT EXCEED TEN DOLLARS U.S. ($10 U.S.). If you are dissatisfied with the Website, or with any of these Terms and Conditions, or feel we have breached these Terms and Conditions, your sole and exclusive remedy is to discontinue using the Website.
9. Indemnification. You shall indemnify, defend and hold the Protected Entities harmless against any and all claims, liabilities, costs and expenses (including reasonable attorneys’ fees and disbursements) arising out of or incurred in connection with your use of the Website or products or services obtained through the Website, your fraud, violation of law, negligence or willful misconduct, or any breach by you of these Terms and Conditions.
10. Governing Law and Jurisdiction. These Terms and Conditions represent the entire agreement between you and David Zwirner with respect to the subject matter hereof, and supersede any and all prior agreements, express and implied, and will be governed by and construed in accordance with the laws of the State of New York, United States of America, without reference to its conflict of law rules. By accessing, viewing, or using the services, works, content, or materials on the Website, you consent and agree to (a) the personal and exclusive jurisdiction of the federal and state courts located in the County of New York and State of New York, United States of America; (b) accept service of process by personal delivery, mail, or email; and (c) irrevocably waive the right to trial by jury and any jurisdictional and venue defenses otherwise available.
11. Miscellaneous. The Website is not intended for children under the age of 13. The Website is controlled and operated from within the United States. Without limiting anything else, we make no representation that the Website or Website Proprietary Contents or other materials available on, in, or through the Website are appropriate or available for use in other locations, and access to them from territories where they are illegal is prohibited. Persons who choose to access the Website from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. The waiver or failure of David Zwirner to exercise in any respect any right provided hereunder shall not be deemed a waiver of such right in the future or a waiver of any of other rights established under these Terms and Conditions. If any provision of the Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms and Conditions remain in full force and effect. No person or entity not party to this agreement will be deemed to be a third party beneficiary of these Terms and Conditions or any provision hereof. All rights not expressly granted by David Zwirner herein are specifically and completely reserved.
TERMS OF SALE
This website (the “Site”) and the artworks offered for sale through the e-commerce portion of the Site (the “Services”) are provided by David Zwirner Gallery (“Company”, “we” “us” or “our”). By placing an order for artwork on the Site, you accept and agree to these Terms of Sale (“Terms”), the David Zwirner Terms and Conditions and the David Zwirner Privacy Policy (https://www.davidzwirner.com/terms-and-conditions)(https://www.davidzwirner.com/privacy-policy).
These Terms are entered into between you and us and are a binding agreement that governs your purchase and our offer and sale of artworks through our Site. These Terms may be updated at any time by posting the updates on the Site. You will know if these Terms have been revised since your last visit by referring to the “Last Modified” date at the bottom of this page. By placing an order using our Services after the date of the posted changes, you are acknowledging that you understand and agree to the changes. Please read these Terms carefully and check our Site regularly for updates. If you do not agree to the current Terms, your sole and exclusive remedy is to refrain from placing an order.
1. ARTWORK SALES
We represent and warrant to you that (i) to the best of our knowledge, artworks offered for sale on the Services (“Artworks”) are authentic; (ii) we are authorized to sell the Artwork and to make the representations and warranties set forth in this paragraph, and (iii) upon acceptance of your order in accordance with these Terms and receipt of payment in full by us, good and marketable title to and right to possession of the Artwork will pass to you free of any liens, claims or encumbrances of any kind. The representations and warranties in this paragraph shall survive the completion of the sale of the Artwork to you subject to any applicable statute of limitations, are solely for the benefit of the original purchaser of record and may not be transferred to any third party. OTHER THAN AS EXPRESSLY PROVIDED IN THIS PARAGRAPH AND AS MAY BE REQUIRED BY LOCAL LAW, WE DO NOT MAKE ANY WARRANTY, REPRESENTATION OR GUARANTEE, EXPRESSED OR IMPLIED, TO YOU OR ANY OTHER BUYER WITH RESPECT TO THE ARTWORKS OR SERVICES, AND WE HEREBY DISCLAIM AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES, REPRESENTATIONS AND GUARANTEES, INCLUDING BUT NOT LIMITED TO THOSE WITH RESPECT TO QUALITY, RARITY, CONDITION, PROVENANCE, MERCHANTABILITY, SIZE, FITNESS FOR A PARTICULAR PURPOSE, IMPORTANCE, DESIGNER OR CREATOR, HISTORICAL RELEVANCE, EXHIBITIONS, LITERATURE OR AS TO WHETHER THE BUYER WILL ACQUIRE ANY INTELLECTUAL PROPERTY RIGHT OR REPRODUCTION RIGHT IN ANY ARTWORK. NO STATEMENT ON THE SITE OR THE SERVICES OR OTHERWISE MADE BY COMPANY WHETHER WRITTEN OR ORAL, SHALL BE DEEMED TO BE ANY SUCH GUARANTEE, WARRANTY OR REPRESENTATION.
Artworks on the Services are being sold on an “as-is,” “with all faults” basis. You are responsible for reviewing all of the information provided about an Artwork before placing an order, including but not limited to any information about an Artwork’s physical condition. Although we strive to provide accurate descriptions and images of Artworks available on the Service, we do not warrant that the descriptions and images are complete, accurate, current, reliable, or error-free. We are not responsible for independently verifying or investigating the condition or quality of any Artwork offered for sale via the Services.
All orders made through the Services are subject to our acceptance and we will not be obligated to fulfill any order unless and until we accept the order and you have completed the checkout and payment process. Orders are subject to product availability and in our sole discretion, we may cancel or refrain from processing an order for any reason (including if the Artwork is out of stock, suspicions of fraudulent orders, sales of additional units to the same customer, pricing errors or other circumstances). If your order is processed, we will send a confirmation email with your order number, a summary of the items ordered, and pricing details. Our acceptance of your order and the formation of a contract of sale between you and us with respect to the Artwork will not take place unless and until you have received this order confirmation email and your method of payment is charged. If your order cannot be completed for any reason, we will notify you using the information you provide when placing your order and the contract of sale between you and us is canceled. Certain Artworks that you purchase through the Services may be subject to additional terms and conditions presented to you at the time of such purchase at our sole discretion. We also reserve the right to take steps to verify your identity prior to or after processing or accepting your order and to cancel your order if your identity cannot be verified. We reserve the right to modify, suspend, or discontinue, temporarily or permanently, the offering of any Artwork through the Services at any time, in our sole discretion.
Certain Artworks offered on the Services may require customs, cultural and regulated species permits for export from the country in which they are located and/or import into the buyer’s country, or may be subject to a right of purchase of the country of export/origin of purchase from the buyer. We are not responsible for, and do not make any representation or warranty regarding, the requirement for, or the availability or issuance of, valid export/import permits or the existence or exercise of preemption rights to purchase by governmental or regulatory authorities anywhere and it is your sole responsibility to identify and, in the case of permits, obtain them, if necessary.
Where applicable, we may provide you with written instructions on the proper installation and maintenance of the Artwork. If the Artwork is installed in an area where extreme weather events can occur, you should contact us and we will assist you in determining if any special care or precautions are appropriate. You undertake to exercise reasonable care to protect, repair, and maintain the Artwork in a manner consistent with such instructions. You will not undertake any non-routine maintenance on the Artwork without consulting the artist or their authorized representative unless an emergency requires you to do so. You agree that you will not alter, modify, or change the Artwork or any part of it.
The artist or the artist’s assignee retains all intellectual property rights in the Artwork, including without limitation all rights under the Copyright Act of 1976 U.S.C. §101 et seq., or similar laws under other jurisdictions, as the owner of the copyright of the Artwork for the duration of the copyright under those laws. For any use of reproductions of the Artwork, you shall seek permission from us or the appropriate authorized representative of the artist’s copyright rights if it is not us, and direct all third parties to do the same.
2. PRICING AND PAYMENT
When you use our Services to purchase an Artwork and complete the checkout process via the “Buy Now” button, you agree that you have made a binding commitment to purchase the Artworks listed in your order and will pay the listed prices in full via your provided payment method. Your payment method will be charged upon completion of the checkout and payment process. By placing an order, you authorize us and our third-party service providers to immediately charge your selected payment method for all amounts listed on the checkout page. Please note that our third-party service providers may have additional rules and policies for processing payments posted on their websites and may update such rules and policies from time to time.
If you purchase an Artwork via the “Inquire” button, you will be connected with a representative from our gallery where you can then confirm and complete your purchase.
We endeavor to use reasonable efforts to provide accurate pricing information for Artworks available on the Services but do not guarantee that pricing will be free of errors. We are not responsible for typographical or other pricing errors. If there is a pricing error related to your order, we will notify you using the information you provide when placing your order and you may either cancel the order or confirm the order at the corrected product pricing. We have the right to cancel any order if a pricing error has occurred. All prices listed on the website are in U.S. Dollars and are subject to change without notice. The listed prices do not include taxes or charges for shipping and handling. “Buy Now” Artworks will have a New York state tax added during the checkout process as they are being sold from our New York location. Given the nature of ecommerce, we are unable to accept or verify resale certificates and suggest using a third party service to apply for tax refund if that is applicable to you. The prices listed do not include shipping and you are solely responsible for shipping costs, inclusive of any VAT related costs. For orders shipping internationally, orders are Delivered Duties Unpaid (DDU). We do not charge you for import duties and applicable taxes; instead, the shipping carrier will forward the invoice for those charges to you separately. Duties and taxes cannot be recovered if an Artwork is returned (all returns are subject to our return policy described below). We are happy to provide suggestions for third-party services that can help reclaim these costs. This applies to art advisors who would like to use a resale certificate. You are responsible for paying all applicable sales and use taxes, VAT, export/import taxes and duties and all transactional taxes or levies relating to each Artwork you purchase.
On occasion, we may offer you discount codes at our discretion. A discount code can be applied to the purchase price (excluding shipping and taxes) of eligible Artworks, and cannot be combined with other discount codes. We may suspend, cancel, amend or revoke discount codes at any time without prior notice to you.
3. SHIPPING
The shipping carriers that we currently work with ship within the continental U.S., Hawaii, and Alaska in addition to over 120 countries and territories worldwide. However, cost and timing will depend on the location. We are not liable for any loss or damage caused by a delay in shipment or by the acts or omissions of our shipping carriers, including packing, handling or shipping. Please note that we are not able to ship products to certain destinations, including any country that is currently subject to a U.S. embargo, sanction or other export controls.
Unless otherwise agreed by Company in writing, all sold property must be removed from our premises by you at your expense no later than thirty calendar days following its sale. Artworks which have not been collected after thirty days may incur a storage fee.
Once an Artwork leaves the gallery, all risk of loss passes to you, we are unable to control its safety and as such, it is not under our insurance coverage. To help ensure the protection of your Artwork, we encourage you to purchase shipping insurance and file a claim under your policy in the event of any damage to Artwork during transit. If damage occurs during shipping, you can then file a claim directly with your insurer. Please note that standard courier insurance is limited and generally unsuitable for art.
4. RETURNS
There are certain circumstances in which we will accommodate returns. Buyers have two business days from the date of delivery to inspect the Artwork and contact our Online Sales team at orders@davidzwirner.com to request a Return Authorization for a gallery credit. NO REFUNDS WILL BE GIVEN.
When contacting us to initiate a return, Please email orders@davidzwirner.com and
● Use the subject line “Return Authorization,”
● Refer to the order number, artist’s name, and name of the Artwork in your email.
● Include the reason for return and images of the Artwork condition and the packaging if you believe that the Artwork arrived damaged
Once we review your return request, our Online Sales team will be in touch during regular business hours to help you with your concern.
Each returned Artwork must be received in the same condition it was in when shipped. Please note that you will be responsible for professional art packing and shipping the Artwork back to the gallery. All returned Artwork will be inspected upon receipt for authenticity and condition. We reserve the right to decline any return or deduct the value of any damages assessed when the Artwork is delivered back to us from the total amount credited, up to 100% if the Artwork can no longer be sold.
International clients, please note that unfortunately import duties and value added taxes (VAT) cannot be recovered if you return a shipped Artwork.
If you decide to proceed with a return after our Online Sales team has responded to you, you must respond to our Online Sales team within two business days from the day you received the initial response from the Online Sales team. The cost of insured return shipping and a 10% restocking fee will be deducted from the gallery credit. Please note the cost of shipping the Artwork to you is non-refundable. Any gallery credit you may be entitled to receive will not include the value of discount codes you may have used when purchasing the Artwork (for the avoidance of doubt, any gallery credit you may receive will not exceed the amount you paid for the Artwork).
David Zwirner cannot accommodate any requests to return an Artwork or any reports of issues with an Artwork sent to us by you later than two business days after the Artwork has been delivered to you.
5. USING THE SERVICES
When visiting the Site and using the Services, you must comply with applicable laws, rules and regulations, these Terms and any posted policies available on the Services. By using the Services, you agree that:
● If you register for a user account, you will provide us with your current, complete and accurate registration information, keep your login credentials confidential and update us in a timely manner with any changes to your registration information. You will not let others access the Services using your login credentials and will promptly notify us of any unauthorized use of your account.
● If you purchase Artwork on the Services (a) you represent and warrant that you are at least eighteen (18) years of age or older; (b) you will provide us with truthful, correct and complete payment information; (c) you represent that you are duly authorized to use such payment method for the purchase; (d) charges incurred by you will be honored by your credit or debit card company (if applicable); and (e) you will pay charges incurred by you at the posted prices, including all applicable taxes. If payment is not received by us from your credit or debit card issuer or its agents, you will pay all amounts due promptly upon our first demand.
● If you provide us with any information or content, including registration information, you agree that we may use such information and content as permitted by our Privacy Policy and website Terms and Conditions.
● Any Artwork you purchase through the Services is for your own account and you are the ultimate purchaser of any such products. You represent and warrant that: (a) you have no knowledge or reason to suspect that you are under investigation, charged with or have been convicted of any substantive or predicate money laundering crime, terrorist activity or act in violation of any anti-bribery or anti-corruption law (including the US Foreign Corrupt Practices Act) and (b) you are not subject to trade sanctions, embargoes or restrictions in any jurisdiction (“Sanctioned Person”), nor are you owned or controlled by a Sanctioned Person, none of the amounts you pay us will be funded by a Sanctioned Person, no will any party involved in the transaction, including financial institutions, be a Sectioned Person or owned or controlled by a Sanctioned Person.
6. INDEMNIFICATION AND RELEASE
You indemnify and hold us, our affiliates, parents, subsidiaries and each of our and their respective officers, employees, agents, partners, content providers, service providers, suppliers and licensors (collectively the “Released Parties”) harmless from and against any and all third-party demands, claims, suits, judgments, losses, expenses, costs and other liabilities (including, but not limited to, reasonable attorneys’ fees) (together “Claims”) arising from or related to: (a) your purchase or use of any Artworks made available through the Service; (b) your fraudulent or deceptive acts or omissions; and (c),any breach or alleged breach of the law or of any of your representations, warranties, and obligations contained in these Terms. We will provide prompt notice to you of any such Claim and you will not settle any Claim without our prior written approval. We reserve the right, at our own expense, to assume the exclusive defense and control of any such Claim and you agree to assist and cooperate with our defense.
You, for yourself and your successors, representatives, heirs, agents and assigns, waive and fully release the Released Parties from any and all Claims whether known or unknown, asserted or unasserted, which you have, may have, or ever had against Released Parties in connection with your purchase of the Artwork or these Terms.
7. LIMITATION OF LIABILITY
IN NO EVENT SHALL ANY RELEASED PARTY BE LIABLE, WHETHER IN AN ACTION BASED ON CONTRACT INDEMNIFICATION, OBLIGATION, OR TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), COLLATERALLY OR ARISING FROM ANY STATUTORY DUTY, PRE-CONTRACT OR OTHER REPRESENTATIONS, OR OTHERWISE, HOWEVER ARISING, FOR ANY ECONOMIC LOSSES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUES, PROFITS, CONTRACTS, BUSINESS, GOODWILL OR ANTICIPATED SAVINGS) OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO (A) ANY BREACH OF THE TERMS, (B) THE PURCHASE OR USE OF, OR THE INABILITY TO USE, ARTWORKS, SERVICES OR INFORMATION MADE AVAILABLE THROUGH THE SERVICES, (C) ANY INACCURACY OR OMISSION CONCERNING ANY OF THE INFORMATION PROVIDED WITH RESPECT TO THE ARTWORKS OR RELATED SERVICES MADE AVAILABLE THEREON; OR (D) LOST BUSINESS OR LOST SALES, IN EACH CASE EVEN IF SUCH RELEASED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE RELEASED PARTIES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS OR YOUR PURCHASE OR USE OF THE SERVICES, ARTWORKS, OR INFORMATION MADE AVAILABLE THROUGH THE SERVICES EXCEED, IN THE AGGREGATE, THE PRICE PAID FOR YOUR ARTWORK NET OF ANY APPLICABLE TAXES, VAT OR AMOUNT IN LIEU OF VAT OR ARTIST RESALE RIGHT LEVY, IF ANY.NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE THE RELEASED PARTIES’ LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY THEIR NEGLIGENCE, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED BY LAW.
8. MISCELLANEOUS
● No right or obligation under these Terms may be assigned by you without the prior written consent of Company and any attempted assignment without such consent shall be void. Company may freely assign these Terms (in whole or part) without your consent.
● These Terms shall be interpreted under and governed by the laws of the State of New York, any suit or other proceeding relating to these Terms must be filed or entered into only in the federal or state courts located in New York, New York and the parties hereby consent to the personal jurisdiction of such courts.
● Each party represents and warrants that it has full authority to enter into these Terms, grant the rights herein, and perform its obligations and exercise its rights under these Terms. Upon our request, you will provide to us verification of identity any additional information required to evidence your authority to agree to these Terms.
● We will not be responsible to you for any delay or failure in performance under these Terms if and to the extent caused by or results from circumstances or actions beyond our reasonable control or that makes performance impracticable, including fire, flood, earthquake, other natural disaster, act of God, governmental action, war, invasion, hostilities, explosion, terrorist threat or action, riot, civil unrest, national emergency, revolution, insurrection, public health emergency, epidemic, disease outbreak, lockouts, strikes or other labor disputes, supplier or carrier delay, telecommunication or power outage, nuclear or chemical contamination, or other condition that threatens the safety, life or health of our personnel, customers or service providers, as determined by Company in its reasonable discretion (any of the foregoing a “Force Majeure Event”). If we are prevented from or delayed in performing any of our obligations by a Force Majeure Event, we shall promptly notify you and recommence performance when and to the extent possible without unreasonable delay. Further, if a Force Majeure Event materially impedes or interferes with our ability to perform our obligations relating to the sale of the Artwork we may, unless you object in writing within 14 days of our notice to you, modify our obligations relating to the sale of the Artwork in various ways, including, without limitation, rescheduling the sale of the Artwork.
● Nothing contained in these Terms shall be construed as creating any agency, partnership, franchise, business opportunity, joint venture or other form of joint enterprise, employment, or fiduciary relationship between you and Company, and neither you nor Company shall have authority to contract for or bind the other party in any manner whatsoever. Company is independent from the buyers and users of the Services. These Terms are for the sole benefit of you and Company and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
● No waiver under these Terms is effective unless in writing signed by both parties and any such waiver is effective only for that instance and purpose and does not operate as a waiver of any future occasion or of any other term of these Terms.
● Headings are for reference purposes only and shall not affect the meaning or interpretation of these Terms. The word “including” used herein means “including without limitation.” If any provision (or portion thereof) of these Terms is found to be invalid or unenforceable, such provision (or portion thereof) shall be severed and the remainder shall remain in full force and effect and be interpreted so as to best reflect the original intent of the parties.
● If applicable law or judicial order requires us to notify you of certain events, you hereby agree that such notices will be effective upon our posting them to the Services or by email delivery to you to the email you provided us with your order.
●These Terms and the order confirmation and other posted notices on the Services, which are fully incorporated herein, constitute the sole entire agreement between the parties pertaining to the subject matter hereof, and supersede all oral negotiations and prior writings with respect to the corresponding subject matter. In the event of a conflict between these Terms and the David Zwirner website Terms and Conditions or Privacy Policy, these Terms will prevail.
9. CONTACT US
Speak directly with a member of our Online Sales team by calling +1 212-727-7005 between 10AM and 6PM EST Monday through Saturday, or email us at orders@davidzwirner.com.
LAST MODIFIED: 12th July 2024