These Terms and Conditions (the “Conditions”) contain the terms of the consignment/brokering agreement (the “Agreement”) entered into between Lougher Contemporary Ltd, a company incorporated in England and Wales with registered number 09892447 and with its registered address at 11 Manvers Street, Bath, BA1 1JQ and its trading address at 1 Henbury Road, Bristol, BS9 3HQ (the “Gallery”) and you (the “Seller”).

1. DEFINITIONS

a. Certain terms are as set out in the schedules to these Conditions (the “Schedule”). In addition:
“Artist’s Resale Right” means any resale royalty payable in the United Kingdom pursuant to the Artist’s Resale Right Regulations 2006, to the artist who created the Artwork.
“Tax Authority” means any authority imposing, administering or collecting any tax, duty or levy, including HM Revenue & Customs or such similar other overseas authority.

b. Furthermore:
• An individual or a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
• A reference to "writing" or "written" includes email.
• Any words following the terms “including”, “include”, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. Further, where the context permits, “other” and “otherwise” are illustrative and shall not limit the sense of the words preceding them.
• Save as otherwise set out in the Conditions, nothing in these Terms affects the statutory rights of anyone as a consumer. However, the Gallery reserve the right to treat an individual as an Art Market Professional (as such term in defined in the Artist’s Resale Right Regulations 2006) and not a consumer if the Gallery deem it appropriate.
• A reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force as at the date of these Conditions and a reference to a statute or statutory provision shall include all subordinate legislation made as at the date of these Conditions under that statute or statutory provision.

2. CONSIGNMENT/BROKERING

a. Where an individual (the “Seller”) has asked the Gallery to find a purchaser (“Purchaser”) for the Artwork which it owns and which it wishes to sell, clauses 2(b) to (e) apply (“Consignment") and where the Gallery has approached an individual (also, the “Seller”) because it has found a purchaser (also “Purchaser”) for Artwork owned by a Seller, clause 2(f) to (h) shall apply (“Brokering”). For the avoidance of doubt, all of the other clauses in this Agreement shall apply whether the Gallery is effecting a Consignment or Brokering appointment.

b. The Gallery agrees, subject to the Artwork complying with the details stated in Schedule 1, to endeavour to find a purchaser for the Artwork save that the Gallery gives no guarantee to the Seller that it will be able to source a purchaser or achieve the Target Net Price.

c. Once the Gallery has sent a copy of Schedule 1 to the Seller, dated by it, and if the Seller has not promptly advised the Gallery in writing that it is not agreed, the appointment referred to in clause 2(a) shall take effect and shall be for the Marketing Period. At the end of such period, the Marketing Period will be extended, automatically, for successive periods of 30 calendar days unless either of the parties advises the other that the Marketing Period is to end pursuant to and in accordance with clause 12.

d. The Seller agrees:
i. During the Marketing Period the Seller will not appoint or permit a third party to sell the Artwork or sell it itself;
ii. The Gallery shall be entitled to exhibit, display, and promote the Artwork and photograph and produce images of the Artwork for the purposes of the Consignment during the Marketing Period;
iii. Not to contact a Purchaser directly and that upon any attempt by the Seller to do so or otherwise circumvent these Conditions, the Seller shall become liable for the Commission;
iv. To rectify any defect in the Artwork, as compared to the Schedule;
v. To notify the Gallery if the marketing of the Artwork is sensitive and why; and
vi. If/when the Gallery inspects the Artwork, and whilst the Gallery will use reasonable efforts to avoid any damage to the Artwork, no guarantee can be given that such inspection/validation will not damage the Artwork.

e. If the Gallery fails to find a Purchaser to purchase the Artwork, the Seller acknowledges that the Gallery will not be responsible for any loss (consequential or otherwise), damage or loss of profit that the Seller suffers even if such a loss is reasonably foreseeable.

f. Once the Gallery has sent a copy of Schedule 2 to the Seller, dated by it, and if the Seller has not promptly advised the Gallery in writing that it is not agreed, the Brokering appointment referred to in clause 2(a) shall take effect and shall continue unless terminated in accordance with clause 12.

g. The Seller agrees:
i. Not to appoint or permit a third party to sell the Artwork or sell it itself during the tenure of this Agreement;
ii. Not to contact a Purchaser directly and that upon any attempt by the Seller to do so or otherwise circumvent these Conditions, the Seller shall become liable for 10% of the Price;
iii. To rectify any defect in the Artwork, as compared to the Schedule;
iv. If/when the Gallery inspects the Artwork, and whilst the Gallery will use reasonable efforts to avoid any damage to the Artwork, that no guarantee can be given that such inspection/validation will not damage the Artwork and therefore the Gallery will have no liability for any such damage caused as a result of it inspecting the Artwork.

h. If the Purchaser fails to purchase the Artwork, the Seller acknowledges that the Gallery will not be responsible for any loss (consequential or otherwise), damage or loss of profit that the Seller suffers even if such a loss is reasonably foreseeable.

3. ARTWORK

a. If the Artwork is framed, the Gallery will not remove the Artwork from the frame and therefore the Artwork is sold as seen.

b. The Seller agrees to:
i. Provide comprehensive high-resolution digital photographic images and/or videos within 5 Business Days (meaning a day that is not a Saturday or Sunday or a public holiday in Bristol) of the Gallery requesting such photographs, accurately representing the Artwork
ii. Ensure that any change in/to the Artwork after completion of the Schedule is advised to the Gallery immediately, with the Seller providing high-resolution images of the change together with an updated description.

c. By agreeing to market the Artwork, the Gallery makes no representation or warranty with regard to the authenticity, provenance or condition of the Artwork unless it has agreed, in writing, to do so. For the avoidance of doubt, (a) the Gallery does not hold itself out as art-valuers or restorers and (b) if there are any third-party condition reports made available to the Gallery, the Gallery will rely on those but it is not required to obtain any such reports. Furthermore, if the Artwork is framed, the Gallery will not remove and will not have removed the Artwork from the frame and therefore the Artwork is sold as seen.

d. The Seller understands that the Purchaser will have the opportunity to inspect the Artwork prior to agreeing to the purchase, including but not limited to remote viewing, photos and/or video and that this may affect the Purchaser’s decision to buy the Artwork.

e. The Seller acknowledges that whilst the Gallery will use its reasonable efforts to not publish specific details of the Artwork including but not limited to an edition number on its website (www.loughercontemporary.com) or on its any marketing channels, or otherwise disclose them to third parties, the Gallery cannot guarantee that such details will not be disclosed to or accessible by third parties.

4. SALE

a. The Gallery will undertake such Anti-Money Laundering/Know Your Customer compliance checks on a Purchaser as it deems necessary and appropriate.

b. The Gallery will advise the Seller once it receives an offer to purchase the Artwork which the Gallery determines is appropriate. For the avoidance of doubt, the price to be paid to the Seller (the “Price”) may be lower than the Target Net Price and if so, the Seller shall either agree or not the Price. If the Seller agrees the Price, the Price shall be deemed to be the Target Net Price.

c. The Gallery will issue, in writing, confirmation of the sale and in particular the Price, the disbursements and the timings of/for the sale (the “Confirmation”). The Confirmation shall be accepted by the Seller unless the Seller raises an objection within 2 Business Days of receipt.

d. The Seller acknowledges that the Gallery will not be required to advise the Seller of the identity of the Purchaser or any party that the Gallery has approached or provide the Seller with any details which may identify the Purchaser or the price paid by the Purchaser.

e. The Seller acknowledges that under the Consumer Protection (Distance Selling) Regulations 2000, a consumer (as defined therein) has a statutory right to cancel for any reason, for a period of 14 days from the date a contract is concluded. Accordingly, if a Purchaser exercises their right to cancel, the Seller agrees to immediately reimburse the Gallery the Price, and the Gallery will, at the Purchaser’s cost, return the Artwork to the Seller once it has been returned by the Purchaser.

f. If the Gallery is required to comply with or does comply with a Purchaser’s wish to return the Artwork for reasons other than under the Consumer Protection (Distance Selling) Regulations 2000, the Seller agrees to immediately reimburse the Gallery the Price plus any shipping/logistics costs incurred by the Gallery or the Purchaser in any shipping whereupon the Gallery will, at the Seller’s cost, return the Artwork to the Seller once it has been returned by the Purchaser.

5. PURCHASE PRICE

a. The Seller agrees that before paying the Seller the Price, the Gallery is authorised to deduct the Commission (for Consignment only) and any related disbursements including but not limited to Artist’s Resale Rights, bank charges, a foreign exchange conversion fee (if payment is not in GBP) and any Gallery administrative costs.

b. The Seller agrees that the Purchaser shall pay the Gallery and that the Gallery shall hold the Price for and on behalf of the Seller. For the avoidance of doubt, such monies shall be held by the Gallery in the Gallery’s operational bank account.

c. Subject to a sale of the Artwork being made in accordance with these Conditions and the Purchaser having paid for the Artwork, the Gallery shall effect payment of the Price to the Seller to such bank account as advised by it to the Gallery in writing, 7 Business Days from the later of the date that the Gallery receives the purchase price in cleared funds into its bank account and/or confirmation from the Purchaser that it has received the Artwork in the stated condition and/or the Gallery has received the original certificate of authenticity, unless agreed otherwise by the parties in writing.

d. Should the Gallery pay the Seller the Price and a refund subsequently become due to the Gallery, for whatever reason, the Seller agrees to refund the Gallery the Price and any related costs incurred by the Gallery in full within 5 Business Days together with such other costs as set out in these Terms and Conditions.

6. ARTIST’S RESALE RIGHTS

a. In the event that the Seller is an Art Market Professional, the Seller warrants that they will be responsible for paying Artist’s Resale Rights and not the Gallery.

b. If the Seller is, pursuant to clause 6(a), responsible for Artist’s Resale Rights, and the Gallery has deducted an amount for Artist’s Resale Rights, the Gallery will pay such amount to the Seller once the Seller has confirmed to the Gallery it has paid such Artist’s Resale Rights.

7. OWNERSHIP AND TITLE

a. The Seller warrants in clause 14(a)(ii) that it owns the Artwork and has full and unencumbered title to the Artwork, and accordingly agrees not to encumber or otherwise deal with the ownership of or in the Artwork during the tenure of this Agreement.

b. Ownership of and title to the Artwork and any certificate of authenticity or other evidence of provenance (if available) will automatically pass from the Seller to the Purchaser once the purchase price has been received by the Gallery in cleared funds.

c. Unless the Gallery has agreed to store the Artwork whereupon the Gallery agrees to insure the Artwork in accordance with clause 9, the Seller agrees, notwithstanding clause 7b, to keep the Artwork adequately insured and in safe storage at its own expense up to the later of the Gallery collecting the Artwork from the Seller, the Seller arranging delivery to the Purchaser or the Purchaser arranging collection from the Seller, as relevant.

d. The Seller agrees to ensure that the Gallery receives the original certificate of authenticity (if applicable) via secure/tracked courier, no later than 5 calendar days of the Gallery receiving the purchase price from the Purchaser. For the avoidance of doubt, in the event the certificate of authenticity is not provided in this time, whereupon the Seller will be in breach of this Agreement, the Seller agrees that the Purchaser shall be entitled to void the sale of the Artwork and the Gallery will return any funds received by it to the Purchaser without liability on the part of the Seller and the Seller will return all funds received by it from the Gallery.

e. The Seller agrees that notwithstanding the submission to the courts of England and Wales in clause 17(h), any dispute as to the condition or authenticity of the Artwork shall be discussed with the Gallery on a confidential basis and only if such dispute cannot be addressed by both parties acting in good faith will either party issue proceedings or make the dispute public.

8. ANTI-MONEY LAUNDERING & KNOW YOUR CUSTOMER COMPLIANCE

a. The Gallery will undertake such Anti-Money Laundering/Know Your Customer checks on the Seller as it deems necessary and in the event that the Gallery cannot verify the Seller or if the Seller is the subject of sanctions or other restrictions, the Gallery shall be entitled to terminate these Conditions.

b. The Seller will promptly provide documents such that the Gallery can comply with laws and regulations relating to Anti-Money Laundering including but not limited to the Money Laundering and Terrorist Financing (Amendment) Regulations 2019.

9. INSURANCE

a. Notwithstanding clause 7(c), if the Gallery is requested to store the Artwork on the Seller’s behalf, the Artwork will be insured by the Gallery, at the cost of the Seller, for the Target Net Price save that if the insurer requires a lower insurance value, the Gallery shall advise the Seller and such lower value shall be deemed to be the Target Net Price.

b. The Seller agrees that any insurance deductible applicable to the Gallery’s insurance policy shall be deducted from any amount (if any) paid to the Seller under this clause.

10. SHIPPING

a. Unless otherwise agreed in writing, the Gallery will arrange for delivery of the Artwork to the Purchaser, at the Purchaser’s cost. For the avoidance of doubt, delivery will not be booked until the purchase price has been paid by the Purchaser and received by the Gallery in cleared funds.

b. The Seller will make the Artwork available to the Gallery for collection no later than 5 Business Days of the Gallery notifying the Seller that the Purchaser has paid the Gallery the Price.

c. In the event that the Gallery and the Seller agree that the Seller will ship the Artwork to the Purchaser direct, the Seller agrees to use such reputable fine art shipping company as agreed with the Gallery.

11. CONFIDENTIALITY

a. Each Party agrees that it will not, directly or indirectly, disclose, divulge or communicate orally, in writing or otherwise, and must keep confidential, any confidential information disclosed by the other party in connection with these Conditions including but not limited to the Price, Target Net Price and the Commission (if relevant), save that the Gallery may disclose details of the Artwork and that a seller is interested in selling the Artwork at a price as well as such details as are required to be notified to The Design and Artists Copyright Society or The Artists Collecting Society for and on behalf of the Seller pursuant to The Artist’s Resale Right Regulations 2006.

b. Notwithstanding clause 11(a) of these Conditions, a party may disclose any information known or held by them and whose disclosure would otherwise be prohibited by clause 11(a) of these Conditions if and to the extent (i) required by law or any other competent regulatory body, tax or otherwise, (ii) such disclosure takes place to that party’s professional advisers, (iii) is required for the purposes of any judicial proceedings arising out of these Conditions and/or (iv) pursuant to clause 18.

c. The Seller agrees that if it is advised of or otherwise ascertains the identity of the Purchaser, it will keep such information confidential and will not contact them directly or indirectly or advise any third party of their identity or that they have purchased or own the Artwork, the Seller acknowledging that that the Gallery shall be under no obligation to disclose such details to the Seller.

12. TERMINATION

a. The Agreement can be terminated by either party on 5 Business Days’ prior written notice save that if the Seller terminates a Consignment during the Marketing Period (as extended):
i. It shall indemnify the Gallery from and against any claim by a prospective purchaser that they have suffered a loss and that they intend to make a claim against the Gallery; and
ii. The Gallery shall be entitled to an administrative fee of 5% of the Price, payable by the Seller.

b. In the event that the Seller terminates the Agreement, and the Artwork has been shipped to the Gallery or is otherwise stored other than by the Seller, the Seller will, prior to the Gallery returning the Artwork to the Seller, pay the Gallery the costs associated with the Gallery returning the Artwork to the Seller and, if relevant, the costs of the Gallery arranging for the Artwork to be, initially, shipped to the Gallery plus a storage fee equal to £100 per artwork per calendar month or part of a month.

13. INDEMNITY

a. The Seller hereby agrees to indemnify the Gallery and undertakes to keep the Gallery indemnified against any losses, damages, costs and liabilities incurred or suffered by it arising out of any breach by the Seller of any provision of these Conditions or arising out of any claim, including a claim by the Purchaser that the Gallery has breached any terms applicable to the prospective purchase unless such claim is a result of a fraud or gross negligence by the Gallery.

b. The Seller hereby agrees to indemnify the Gallery and undertakes to keep the Gallery indemnified against any losses, damages, costs and liabilities incurred or suffered by it arising out of, from and against any claim from a third party, including but not limited to a Purchaser, that the Artwork is not authentic, the provenance is questioned and/or if a previous owner questions a subsequent sale/transfer. For the avoidance of doubt, this includes repaying the Price.

c. In the event that the Seller agrees to ship the Artwork to the Purchaser, the Seller shall provide the Gallery, if requested by the Gallery, with all the relevant import/export documents and proof of payment of any export duties/taxes without delay and, in any event, within 5 Business Days of such a request and shall reimburse the Gallery for any sum claimed if any Tax Authority or other official body makes any claim against the Gallery for VAT or any other export/import or other taxes (including, but not limited to, import tax, duty, merchandise, sales or user tax), and whether on export or import, expenses or penalties and whether or not resulting from the Purchaser’s failure to comply with the relevant requirements (including timing requirements for import and export) provided that such expenses/penalties are not as a result of the Gallery’s fraud or gross negligence.

d. Nothing in these Conditions shall limit or exclude liability for death or personal injury resulting from the Gallery’s negligence, for fraud or fraudulent misrepresentation.

14. WARRANTIES

a. The Seller warrants to the Gallery that:
i. The Artwork is as described in the Schedule;
ii. It owns the Artwork, has full and unencumbered title to the Artwork, is able to, and does intend to, sell it, that the sale will be with full title guarantee and that no other person has any interest (legal or beneficial) in or lien or other charge over the Artwork;
iii. There is no restriction on it selling the Artwork, formal or informal, actual, or alleged;
iv. It has checked the Artwork and the Artwork and its condition is as specifically described in Schedule including but not limited to no one has challenged or disputed the ownership, authenticity, attribution, description or title of the Artwork;
v. If the Artwork is framed, that no damage would be discoverable if the Artwork is removed from the frame;
vi. The Artwork has not been framed or mounted using a method or process that could adversely affect the value of the Artwork if the Artwork was re-framed or removed from the current frame/mount;
vii. It has never restored or repaired or had restored or repaired the Artwork nor is it aware that the Artwork has been repaired or restored unless stated as such in the Schedule;
viii. It has an original certificate of authenticity and/or other provenance and that it has no reservations with regard to the provenance or authenticity of the Artwork;
ix. It has and will provide the Gallery if requested, with any invoice(s) it obtained when it acquired the Artwork;
x. It has notified the Gallery of all information in their knowledge both relating to and relevant to the Artwork;
xi. Payment of the Price to it less any disbursements/deductions referred to in clause 5(a) will satisfy the Gallery’s obligations with regard to payment for the Artwork;
xii. The Gallery has no fiduciary responsibility to it under these Conditions or as a result of any of the services provided to the Seller or to any Purchaser; and
xiii. It has complied with all historic requirements, legal or otherwise, relating to any export or import of the Artwork, that all duties and taxes in respect of the export or import of the Artwork have been paid and, so far as the Seller is aware, all third parties have complied with such requirements in the past.

b. Each Party warrants to the other that:
i. They have the power and authority to enter into the Agreement and these Conditions, when executed, shall constitute valid, legal and binding obligations on them;
ii. Entry into the Agreement will not breach any other agreement relating to the Artwork or to them;
iii. In entering into the Agreement, it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in these Conditions; and
iv. They shall not, directly or indirectly, interfere with, circumvent, or attempt to circumvent, avoid, bypass, or obviate each other's interest, or the interest or relationship between the parties and/or the Purchaser or avoid directly or indirectly payment of established or to-be-established commissions of any kind, in connection with any ongoing or future business.

15. AGENCY

a. The Seller acknowledges that the Gallery is not, shall not act nor is it authorised to act as the agent of the Seller. Accordingly, whilst the Gallery is an Art Market Professional, the Gallery shall not be or be deemed to be the agent of the Seller for any purposes.

b. Nothing in these Conditions shall be deemed to create an agency relationship, partnership, or any other similar relationship between the parties and for the avoidance of doubt, the Gallery shall not be or be deemed to be the agent of the Purchaser for any purposes.

16. NOTICES

a. Any communication sent to either party under or in connection with these Conditions shall be in writing and shall be delivered by hand or by pre-paid first-class post, recorded delivery or email.

b. Any communication to the Gallery shall be to their address as set out above or if by email to consignments@loughercontemporary.com and if to the Seller to their address or email as set out in the Schedule.

c. Delivery of a notice is deemed to have taken place if delivered by hand, at the time the notice is left at the address, or if sent by email, at the time of transmission, or if sent by post on the second Business Day after posting, unless such deemed receipt would occur outside business hours (meaning 9.00 am to 5.30 pm on a Business Day), in which case deemed receipt will occur when business next starts in the place of receipt (and all references to time are to local time in the place of receipt).

17. MISCELLANEOUS

a. If any provision in these Conditions is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the legality, validity or enforceability of the remaining provisions shall not be affected or impaired.

b. These Conditions constitute the entire agreement between the parties relating to its subject matter, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

c. No provisions in these Conditions may be amended without the prior written consent of the parties or waived without the prior written consent of the Gallery save that the Gallery can amend the Conditions provided such new Conditions are published on the Gallery’s website.

d. The Seller may not assign its rights under the Conditions or to the purchase without the consent of the Gallery.

e. A person who is not a party to the purchase and stated to be so shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

f. If any obligation under these Conditions is prevented, restricted, or interfered with by causes beyond any party’s reasonable control (“force majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term force majeure shall include, without limitation, acts of God, terrorism, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, wars or delays caused by a pandemic.

g. The Gallery shall retain copyright in all images created by it of the Artwork and shall have the right to use such images in whatever way it deems appropriate even after a sale of the Artwork to the Purchaser. Nothing in these Conditions should be considered as granting any licence or right to any third party. For the avoidance of doubt, the relevant artist shall retain copyright in the Artwork unless such copyright no longer exists under the relevant legislation.
h. In the event that these Conditions expire, cease to apply or are terminated by the Seller, clauses 2(d)/(e)/(g)(h), 3(c), 4(d)/(e)/(f), 5, 6, 7(f), 11, 12, 13, 14, 15, 16 and 17(a)/(b)/(d)/(e)/(h) and 18 shall survive.

i. These Conditions (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the Courts of England and Wales shall have exclusive jurisdiction.

18. PERSONAL DATA

a. The Gallery will only use personal information in accordance with its Privacy Policy, a copy of which is available on the Gallery’s website save that the Gallery may also use personal information supplied by the Purchaser and the Price for administrative purposes and may also share such personal information with the relevant artist/publisher.

b. For all such purposes, the Seller consents to the Gallery transferring such information to countries outside the European Economic Area, whose applicable laws may not protect personal data to the same extent.

c. The Gallery takes reasonable care to ensure that any information provided to it including but not limited to personal information/data and data relating to any purchase is securely maintained. However, in the event that a third party obtains unauthorised access to any such information, the Gallery will not be liable for any loss an individual may suffer.

These Terms were last updated in June 2025.

Lougher Contemporary Ltd Terms and Conditions of Consignment/Brokering 2.1