Terms and Conditions
PLEASE READ THE TERMS AND CONDITIONS (“TERMS”) SET FORTH BELOW CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION AND AFFECT YOUR LEGAL RIGHTS.
For purposes of these Terms, the words “Conservator”, “us”, or “we” means Ransick Gat Fine Art Services, Inc., d/b/a Art Conservation Group, and its directors, officers, members, managers, employees agents, contractors, and subcontractors, and “Client”, “you” and “your” means the owner, or the owner’s authorized agent, of an object (the “Object”) provided to Conservator for services.
By retaining the services of Conservator, Client acknowledges that Client has read, understands, accepts, and agrees to be bound and abide by these Terms and Client represents and warrants that Client has the right, authority, and capacity to enter into these Terms. If you do not agree to these Terms, as set forth herein and as set forth in any conservation agreement, examination agreement, and/or expert services agreement, as applicable and which are incorporated by reference, you cannot retain the services of Conservator. We reserve the right to amend these Terms at any time without notice in our sole discretion, and by continuing to receive services, you confirm your acceptance of the revised Terms.
No Guarantees or Warranties
Conservator cannot and does not predict, guarantee, or warrant the success or effectiveness of the proposed treatment or any portion thereof or that examination will result in any particular outcome. No statement made by the Conservator concerning the Object, whether written or oral, whether made in any proposal, report, or elsewhere, constitutes a representation of fact; all statements are the opinions of Conservator only and Client understands and agrees that such statements cannot be relied on by Client or any third party to be a warranty, guarantee, or representation by Conservator, nor shall any such statement give rise to any liability on the part of Conservator whatsoever. Client understands and agrees that Conservator assumes no responsibility for the results of authorizing any services and that any services undertaken by Conservator are taken without any liability to Conservator for rendering such services. By authorizing any services, Client specifically assumes any risk of loss or damage to the Object, from treatment and examination including, but not limited to, diminution in value.
Representations and Warranties
Client represents and warrants to Conservator that: (i) Client is the sole owner, or the duly authorized representative of the owner, of the Object and has the full and unrestricted right to authorize Conservator to perform the requested services; (ii) Client has provided or will provide Conservator with all of the information in Client’s possession or control about the Object, and that all such information, including but not limited to, information concerning provenance, attribution, authenticity, condition, description, literature, and exhibition history, and any prior restorations, is true and accurate to the best of Client’s knowledge after reasonable investigation and that Client will immediately notify Conservator in writing in the event Client becomes aware of any event or information that may cause any of the information provided to be inaccurate or misleading; (iii) Client’s duties and obligations under this Agreement do not conflict with any other duties or obligations assumed by Client under any agreement between Client and any third party; (iv) Client has not engaged Conservator, nor will Client use Conservator’s work product, for any purposes that violates any federal, state or local law, regulation, ordinance or these Terms or the terms of any agreement Client enters into with Conservator; (v) Client has adequate insurance coverage to cover any and all loss or damage to the Object, including a total loss thereof, and will maintain such coverage for the duration of the time that Conservator provides treatment or other services in connection with the Object; and (vi) Client shall pay all invoices in a timely manner and will keep the Conservator informed of Client’s current mailing address, email address, and telephone number.
Insurance Obligations and Risk of Loss; Release and Waiver of Subrogation
Client understands and agrees that any and all damage resulting from the rendering of any services is excluded from coverage under any insurance policy held by Conservator and that release of the Object into Conservator’s custody and the results of any services are at the sole risk of Client. Client must maintain adequate insurance covering any and all loss or damage to the Object, including a total loss thereof, for the entire time that the Object is in Conservator’s custody and control, i.e., from the time Conservator receives or is given access to the Object through and until such time as the Object is released to Client or Client’s agent. All risk of loss with respect to the Object, including during any shipment or delivery, shall be borne by Client, who remains strictly liable for all loss or damage to the Object and in the event of loss or damage to the Object, Client agrees to seek redress solely from Client’s insurance policy. Conservator assumes no liability for loss of or damage to the Object, however or whenever arising. Client agrees to add Conservator as an additional insured under Client’s insurance policy and shall, upon request, furnish Conservator with a certificate of insurance evidencing such coverage and such additional insured status. Any claim by Client concerning any work undertaken by Conservator shall be limited to the proceeds of such Client insurance and Client hereby waives and releases any and all claims against Conservator for loss or damage to the Object, however and whenever occasioned. In the event Client’s insurance does not cover loss or damage to the Object, Client understands and agrees that Client is still responsible for all fees incurred. Client shall provide Conservator with a waiver of subrogation from Client’s insurer and hereby agrees to waive all rights of subrogation that the Client or Client’s insurance company may have against Conservator for any and all services rendered. This waiver of subrogation shall be in addition to, and not in limitation or derogation of, any other waiver, release, or limitation of liability contained in these Terms or any agreement with Conservator with respect to any loss of, or damage to, the Object. Because the above waiver will preclude the assignment of any claim for loss of, or damage to the Object by way of subrogation to an insurance company, to prevent the invalidation of insurance coverage by reason of such waiver of subrogation, the Client agrees to immediately furnish its insurers with written notice of the terms of this waiver, and to have all applicable insurance policies include a waiver of subrogation in favor of Conservator.
Limitations of Liability
You understand and agree that Conservator will never be liable to you or to any other person or entity under any contract, tort, strict liability, negligence, or other legal or equitable claim or theory for consequential or special damages, including, but not limited to, loss caused by delay, loss of revenue, income, profit, diminution of market value, utility, or emotional distress, regardless of whether Conservator had knowledge that such damages may have been or could be incurred. Conservator’s maximum liability to you shall not exceed either the any estimate set forth in a project proposal or the amounts actually paid by you for Conservator’s services. These limitations of liability shall apply to all work performed by Conservator and any agents, contractors, and subcontractors or vendors hired by Conservator or you. You understand and agree that these limitations of liability are an integral part of these Terms and that the fees charged for Conservator’s services reflect such limitations.
Fees and Estimates
Any estimates for services provided by Conservator are valid for 30 days and are subject to change thereafter. Client understands and agrees that actual fees may vary from estimates. Hourly rates are provided in a project proposal or services agreement, as applicable. All fees are to be paid in full by Client upon completion of the services in accordance with the terms set forth on the invoice and any agreement with Conservator, incorporated herein. The final invoice will reflect actual time spent and charges incurred at Conservator’s prevailing rates. In addition to Conservator’s services, Client shall also be responsible for all applicable taxes, insurance costs, shipping, handling, delivery charges, and storage fees. Client may request that Conservator perform additional services on the Object or perform services on additional Objects. It is agreed that unless Client and Conservator agree otherwise in writing, all such additional treatments will be provided using Conservator’s prevailing rates and pursuant to the terms of these Terms and any applicable agreement and/or project proposal.
Return of the Object; Storage; Artisan’s Lien
Upon completion of Conservator’s services, Client shall collect the Object at Conservator’s premises. Client shall pay all invoices in full in advance of the Object being released. Should Client not collect the Object within two weeks of the final invoice date, a storage fee may be charged in Conservator’s sole discretion. Conservator will only release the Object to the Client of record. Release to any other institution or person will be made only upon written authorization of Client in a form satisfactory to Conservator in its sole discretion. Conservator has a lien against any Object deposited by Client pursuant to NY Lien Law § 180 and any other applicable law for all charges, advances, and expenses incurred for storage, services performed, and monies due Conservator (including, but not limited to, interest and attorneys’ fees for enforcing the lien). This 006Cien is superior to all other liens and security interests and is effective as of the date the Object is tendered to Conservator.
Any conservation work and Object examination carries risk, and Client understands and agrees that Client bears all such risks by authorizing services. Client agrees to indemnify, defend, and hold Conservator harmless from and against any and all claims, investigations, subpoenas, liabilities, loss, damages, and costs and expenses of any kind whatsoever (actual and consequential of every kind and nature, known and unknown) (“Claims”) made by Client or any third party, including, but not limited to Claims made by the creator of the Object, any person asserting an ownership interest in the Object, or any subsequent owner, arising out of or in connection with these Terms, any agreement Client entered into with Conservator, Client’s account, examination or treatment of the Object, or other services rendered, or your violation of these Terms or any agreement you entered into with Conservator. Client agrees to pay any and all costs and expenses Conservator incurs, including, but not limited to, reasonable attorneys’ fees, in connection with any and all such Claims and agrees that Client will not settle any such claims without Conservator’s prior written consent, not to be unreasonably withheld or delayed.
Conservator’s website, work product, and all elements, components, and features thereof and are owned by Conservator and are protected by U.S. Copyright Act and other intellectual property laws; the trademarks and logos displayed are protected by the Lanham Act and other intellectual property laws; all rights in and to the foregoing are hereby expressly reserved. Nothing in any agreement with Conservator or any of these Terms or any agreement with Conservator shall be construed as conferring any license to Client, whether by implication, estoppel, or otherwise.
Governing Law, Claims, and Dispute Resolution
This Agreement shall be interpreted, construed, and enforced in accordance with the laws of the State of New York without regard to its conflict of laws rules. The parties agree that any disputes, claims, or controversies arising out of or relating to this Agreement shall first be negotiated in good faith if possible and then through confidential mediation administered by JAMS or its successor in accordance with the JAMS mediation rules then in effect with costs to be borne equally between the parties. Should the parties fail to come to a full resolution through mediation, then the parties agree that all disputes shall be subject to the exclusive jurisdiction of the federal and/or state courts of the State of New York. The parties consent to the exclusive jurisdiction of the State of New York and waive any defenses concerning personal jurisdiction, improper venue, and inconvenient forum. Client agrees that no legal action or proceedings may be maintained against Conservator unless such action or proceeding is commenced within one (1) year after treatment is completed.
In the event that any provision of these Terms is held invalid or unenforceable to any extent, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the intent of the original provision, and all the other Terms shall remain in full force and effect. Any failure by us to enforce or exercise any provision of these Terms or related rights shall not constitute a waiver of that right or provision. These Terms as well as the terms of any agreement entered into by Conservator and Client constitute the entire agreement between you and us regarding our services. The section headings are for convenience only and have no legal or contractual effect.