TERMS AND CONDITIONS OF OZCREDO ART SALE
Please read these Terms and Conditions of Sale and only proceed with your purchase if you wish to be bound by them. Please contact OZCREDO if you wish to discuss any of the terms.
These terms and conditions (the “Terms and Conditions”) apply to the sale of any works provided by OZCREDO (the “Artwork”) to you.
- PRICE & PAYMENT.
As soon as the purchase price is paid in full, you will become the legal owner of the Artwork and, upon such payment, you will be responsible for the Artwork and the risk of damage to or loss of the Artwork will pass to you. Buyer shall be solely responsible for any state, local, or federal sales, use, excise, import fees, or other taxes. Such taxes will be added to the final invoice prices in those instances in which Seller is required to collect them from Buyer; provided, however, that if Seller does not collect any such taxes and is later asked by or required to pay such taxes to any taxing authority, Buyer will make such payment to Seller. At Seller’s option, prices may be adjusted to reflect any increase in the costs of Seller resulting from state, federal or local legislation or any change in the rate charge or classification of any carrier. Unless otherwise specified by Seller, all prices are F.O.B. Seller’s shipping point. The purchase price is due prior to shipment.
- SHIPMENT & DELIVERY
Title to and risk of loss of the Products shall pass to Buyer as soon as the Products are delivered by OZCREDO to the carrier. Each shipment date is approximate, and Seller shall not be responsible for any damages of any kind resulting from any delay in shipment or delivery of any Products. Buyer shall be responsible for all shipping, delivering, handling, storage and insurance charges, such charges to be added to the final invoice or reimbursed by Buyer to Seller upon Seller’s payment of such charges. Buyer shall be responsible for any customs fees or any additional delivery charges resulting from customs review.
Seller warrants that the Product is an original mix media work of art of the named artist signed by artist and is sold “as is” and in substantial compliance with the quality and condition portrayed on OZCREDO website. SELLER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WHETHER OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR OTHERWISE, ON THE PRODUCTS, OR ON ANY PARTS OR LABOR FURNISHED DURING THE SALE, DELIVERY, INSTALLATION, OR SERVICING OF THE PRODUCTS.
- CLAIMS & COMMENCEMENT OF ACTIONS.
Buyer shall promptly inspect all Products upon delivery to identify any damage resulting from shipment. Buyer agrees that any damages, and resulting claims, arising from shipment shall be satisfied solely through the insurance policy (the “Insurance”) issued by the insurance carrier covering the Product shipment, and Seller shall not be liable for any claims or damages not covered by Insurance. All claims pertaining to damage from shipment must be asserted in writing within twenty four (24) hours after delivery of such Product or such claims are waived in perpetuity.
- LIMITATION OF LIABILITY.
IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR AS THE RESULT OF THE SALE, DELIVERY, NON-DELIVERY, INSTALLATION, SERVICING, USE OR LOSS OF USE OF THE PRODUCTS OR ANY PART THEREOF, OR FOR ANY CHARGES OR EXPENSES OF ANY NATURE INCURRED WITHOUT SELLER’S WRITTEN CONSENT, EVEN IN THE EVENT SELLER’S NEGLIGENCE. IN NO EVENT SHALL SELLER’S LIABILITY UNDER ANY CLAIM MADE BY BUYER EXCEED THE PURCHASE PRICE OF THE PRODUCTS IN RESPECT OF WHICH DAMAGES ARE CLAIMED.
- CREDIT & RIGHTS OF SELLER.
If Buyer shall fail to pay any indebtedness to Seller promptly when due or if Buyer’s performance or financial condition shall at any time seem to Seller inadequate to warrant an extension of credit, Seller may, if it so elects, with or without demand for any payment past due and without prejudice to any other rights or remedies available to it, take some or all of the following actions: (a) Require cash payment in advance or on delivery or on presentation of a sight draft attached to a bill of lading or such other security or proof of responsibility as is satisfactory to Seller, as a condition to making further shipments of Products to Buyer or any of its customers (irrespective of whether such shipments are in fulfillment of any order already received and accepted by Seller). (b) Fill orders previously received by Buyer by shipping Products direct to Buyer’s customers and invoicing said customers as agent for Buyer with the credit risk to be borne by Buyer, and hold the proceeds received from such customers until Buyer is current with Seller. (c) Cancel any unfilled and unshipped order or portion thereof, by Buyer for Products. (d) Apply any outstanding credits or loans due Buyer against any indebtedness owing by Buyer to Seller, whether or not due or past due. If Buyer fails in any way to fulfill any of its obligations hereunder, Seller may defer further shipments until such default is corrected or cancel this order and recover damages. Seller shall have a security interest in, and lien upon, any property of Buyer in Seller’s possession as security for the payment of any amounts owing to Seller by Buyer.
After acceptance by Seller, an order shall not be subject to cancellation by Buyer except with Seller’s advance written consent and upon terms that will indemnify Seller against all direct, incidental and consequential loss or damage including, but not limited to, the losses, damages and expenses described in Section 3 above.
- LIMITATION OF ASSIGNMENT.
Neither party may assign any of its rights or obligations hereunder without the prior written consent of the other, except that Seller shall have the right to assign them to any company with which it is affiliated or to any corporation into which it shall be merged, with which it shall be consolidated, or by which it, or all or substantially all of its assets, shall be acquired or any other company resulting from a reorganization of Seller or its business segments.
- OWNERSHIP OF THE ARTWORK COPYRIGHT
The Buyer understands and agrees that the copyright (the “Copyright”) to the Products are retained by the original artist compiling the Product, and that the transaction contemplated herein is not a sale or license to the Copyright to Buyer. Buyer agrees not to reproduce or copy the Product.
10.2 Copyright in the Artwork remains the property of OZCREDO, the company, and Olga Zbarskaya, the Artist.
10.3 You may not produce any image of the Artwork and may not, at any time, publish or submit for publication or reproduction any image of the Artwork to any third party, including any internet website for any purpose.
10.4 If you breach any of your obligations under paragraph 10.3 you agree that:
(a) The payment of damages will not be a sufficient contribution to compensate OZCREDO or the Artist for your breach;
(b) The Artist may, apply to the court for an order to prevent you from continuing to breach your obligations under these Terms and Conditions; and
(c) OZCREDO (The seller) may, contact the operator of any internet website on which the Artwork is being offered for sale or on which an image of the Artwork has been placed by you or at your direction, and instruct such operator, on your behalf, to remove any such offer for sale or image from any such internet website.
OZCREDO (The Seller) may collect, hold, control, use and transmit personally identifiable information obtained from you in the course of your purchase of the Artwork. By agreeing to these Terms and Conditions, you agree to such information being used in these ways and for such information to be disclosed to the Artist if you are in breach of your obligations under these terms and conditions.
- ENTIRE AGREEMENT.
This document contains the entire agreement between Seller and Buyer and constitutes the final, complete, and exclusive expression of the terms of the agreement, all prior or contemporaneous written or oral communications, agreements, forms or negotiations with respect to the subject matter hereof, and replaces the same in its entirety. By way of illustration and not limitation, Buyer’s order shall be deemed to incorporate, without exception, all terms and conditions hereof notwithstanding any order form of Buyer containing additional or contrary terms or conditions, unless Buyer shall have expressly advised Seller to the contrary in a writing apart from such order form, and no acknowledgement by Seller of an order by Buyer shall be deemed to be an acceptance by Seller of any such additional or contrary terms or condition. Any acknowledgement by Seller of any order by Buyer is expressly conditional on Buyer assenting to, or otherwise being bound by, any terms or conditions hereof which are in addition or contrary to the terms and conditions of Buyer’s order form. No additional or contrary terms or conditions or modifications may be made to the terms and conditions contained herein except by a written instrument signed by one of Seller’s officers. Stenographical and clerical errors are subject to correction by Seller.
- SEVERABILITY. Any part, provision, representation or warranty of this Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof. If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any party of the economic benefit intended to be conferred by this Agreement, the parties shall negotiate, in good-faith, to develop a structure the economic effect of which is as close as possible to the economic effect of this Agreement without regard to such invalidity.
- GOVERNING LAW. This document and the sale of all Products shall be governed by and construed in accordance with the laws of the State of New York. Whenever there is a conflict of laws, the substantive laws of New York State shall prevail. The parties agree that all disputes shall be filed solely in the court of competent jurisdiction located in New York State.