Introduction
These Standard Terms and Conditions of Sale ("Terms") govern all transactions between OpenArtExchange B.V., registered in the Netherlands under Chamber of Commerce number [KVK number], with its registered office at [Address] ("Gallery," "we," "us," or "our"), and purchasers of artworks ("Buyer," "you," or "your").
By purchasing artwork from OpenArtExchange, either through our physical gallery, website, or at art fairs, you acknowledge that you have read, understood, and agree to be bound by these Terms.
OpenArtExchange operates in accordance with the Gallery Fair Practice Code of the Nederlandse Galerie Associatie (NGA) and adheres to the highest standards of professionalism and ethical conduct in the art market.
1 Definitions
For the purposes of these Terms:
- "Artwork" means any work of art, including but not limited to paintings, sculptures, photographs, prints, drawings, mixed media works, and digital art offered for sale by the Gallery
- "Purchase Agreement" means the binding agreement concluded between the Gallery and the Buyer for the sale of Artwork, as confirmed by the Gallery in writing (including email confirmation or sales receipt)
- "Purchase Price" means the total amount payable by the Buyer, including the price of the Artwork, any applicable taxes, and agreed shipping or handling charges
- "Artist" means the creator of the Artwork
- "Exhibition" means any occasion in which the Artwork is displayed, whether at the Gallery premises, art fairs, or other venues
2 Application of Terms
2.1 Scope
These Terms apply to all offers, quotations, orders, and agreements relating to the sale of Artworks by the Gallery, unless expressly agreed otherwise in writing and signed by an authorized representative of the Gallery.
2.2 Exclusion of Buyer's Terms
The Buyer explicitly waives its own standard terms and conditions, if any, which shall not apply to the purchase of Artwork from the Gallery, even if such terms were provided after these Terms. Any derogation from these Terms must be expressly agreed to in advance in writing.
2.3 Amendments
The Gallery reserves the right to amend these Terms from time to time. The version of the Terms in effect at the time of the Purchase Agreement shall govern that transaction.
3 Formation of Purchase Agreement
3.1 Offers and Acceptance
All Artworks displayed by the Gallery, whether in the Gallery premises, on our website, or at art fairs, constitute an invitation to make an offer. A Purchase Agreement is only concluded when the Gallery has explicitly accepted the Buyer's offer in writing (including via email or sales receipt).
3.2 Right to Refuse
The Gallery reserves the right to refuse any offer or order without providing reasons, including after initial acceptance, if circumstances warrant such refusal.
3.3 Artwork Availability
All Artworks are offered subject to availability. The Gallery makes reasonable efforts to ensure that information about Artwork availability is current, but reserves the right to withdraw Artworks from sale at any time prior to conclusion of a Purchase Agreement.
4 Pricing and Payment
4.1 Pricing
All prices are quoted in Euros (EUR) unless otherwise stated. Prices include VAT (BTW) where applicable at the prevailing Dutch rate. The Gallery reserves the right to adjust prices before a Purchase Agreement is concluded.
4.2 Payment Terms
Unless otherwise agreed in writing:
- Payment of the full Purchase Price is required before delivery of the Artwork
- Payment must be made within 14 days of the Gallery's acceptance of the Buyer's offer
- Accepted payment methods include bank transfer, credit card, or other methods as agreed with the Gallery
4.3 Payment Plans
For purchases exceeding €5,000, the Gallery may, at its sole discretion, offer a payment plan. Such arrangements must be agreed in writing and are subject to:
- A minimum down payment of 30% of the Purchase Price
- Full payment within 90 days of the Purchase Agreement
- Retention of ownership by the Gallery until full payment is received
- Interest charges may apply on outstanding balances
4.4 Late Payment
If payment is not received within the agreed timeframe:
- The Gallery may charge interest at a rate of 10% per annum on the outstanding amount from the due date
- The Gallery reserves the right to suspend delivery and/or dissolve the Purchase Agreement
- All costs related to debt collection, including legal fees, will be borne by the Buyer
- If payment remains outstanding for more than 60 days, the Gallery may engage a debt recovery service, with all associated costs payable by the Buyer
4.5 Withholding Tax
Some jurisdictions may require withholding tax on art purchases. Any such withholding tax is the sole responsibility of the Buyer. The Gallery must receive the full Purchase Price, and no deductions for withholding tax or other local taxes shall be made from amounts payable to the Gallery.
5 Ownership and Risk
5.1 Transfer of Ownership
Ownership of the Artwork passes to the Buyer only upon receipt of full payment of the Purchase Price by the Gallery. Until such payment is received, the Artwork remains the property of the Gallery (or the Artist, where applicable under consignment).
5.2 Transfer of Risk
Risk of loss, damage, or destruction of the Artwork transfers to the Buyer:
- Upon collection of the Artwork by the Buyer, or
- Upon delivery to a carrier for shipment to the Buyer, or
- If the Buyer fails to collect the Artwork within 14 days of notification that it is ready for collection
5.3 Insurance
The Buyer is strongly advised to arrange appropriate insurance coverage for the Artwork from the moment risk transfers. The Gallery's insurance does not cover Artworks once risk has transferred to the Buyer.
6 Delivery and Collection
6.1 Delivery Arrangements
Delivery of the Artwork may be arranged by:
- Collection by the Buyer from the Gallery premises at a mutually agreed time
- Delivery to an address specified by the Buyer
- Collection by a carrier arranged by the Buyer
6.2 Delivery Timeframes
Indicative delivery timeframes may be provided, but these are estimates only and do not constitute binding deadlines unless expressly agreed in writing as a fixed delivery date.
6.3 Delivery Costs
Unless otherwise agreed, delivery costs are the responsibility of the Buyer and will be invoiced separately or included in the Purchase Price as stated in the sales confirmation.
6.4 International Shipments
For international deliveries:
- The Gallery will arrange appropriate packaging and shipping through reputable carriers
- Import duties, taxes, customs clearance fees, and any other charges levied by the destination country are the sole responsibility of the Buyer
- The Gallery is not responsible for delays caused by customs, quarantine, or other regulatory processes
- Delivery times are estimates and may be subject to customs clearance
6.5 Storage
If the Buyer does not collect or arrange delivery of the Artwork within 30 days of payment, the Gallery reserves the right to charge storage fees of €50 per week until the Artwork is collected.
7 Authenticity and Condition
7.1 Authenticity Guarantee
The Gallery guarantees the authenticity of all Artworks sold, in accordance with the Gallery Fair Practice Code. The Gallery vouches that:
- The Artwork is an original work created by the named Artist
- Any attribution, period, or origin stated is accurate to the best of the Gallery's knowledge
- For Artworks over €300, a signed Certificate of Authenticity from the Artist or the Gallery will be provided
7.2 Authenticity Claims
If, within three (3) years of the date of sale, the Artwork is proven to be inauthentic by an independent, recognized expert authority acceptable to the Gallery, and provided that:
- The Buyer notifies the Gallery immediately upon discovering the alleged inauthenticity
- The Artwork is returned to the Gallery in the same condition as when sold
- The Buyer provides written evidence from a recognized expert authority
Then the Gallery will:
- Refund the Purchase Price paid by the Buyer (but not any additional costs such as framing, shipping, or insurance)
- The Buyer must return the Artwork and all documentation to the Gallery
7.3 Condition
The Gallery makes reasonable efforts to accurately describe the condition of each Artwork. Buyers are encouraged to:
- View Artworks in person before purchase when possible
- Request a detailed condition report for high-value purchases
- Ask questions about condition before completing a purchase
The Gallery is not liable for minor imperfections consistent with the age and nature of the Artwork, or for any deterioration occurring after risk has transferred to the Buyer.
7.4 Inspection
Upon receipt of the Artwork, the Buyer should immediately inspect it for any damage incurred during shipping. Any damage must be reported to the Gallery within 48 hours of receipt, accompanied by photographic evidence.
8 Copyright and Intellectual Property
8.1 Copyright Retention
Unless expressly agreed otherwise in writing, the Artist retains all copyright and intellectual property rights in the Artwork. Purchase of the Artwork conveys ownership of the physical work only, not reproduction rights.
8.2 Restrictions on Use
The Buyer may not:
- Reproduce, publish, or distribute images of the Artwork for commercial purposes
- Create derivative works based on the Artwork
- Use images of the Artwork in advertising or promotion without the Artist's written consent
8.3 Personal Use
The Buyer may photograph the Artwork for personal, non-commercial purposes, including display in a private residence and sharing on personal social media accounts with appropriate attribution to the Artist.
8.4 Exhibition and Publication
If the Buyer wishes to publicly exhibit or publish the Artwork, written permission must be obtained from the Artist (via the Gallery). The Gallery may facilitate such arrangements.
9 Resale Rights (Droit de Suite)
9.1 Artist's Resale Right
In accordance with Dutch law (Article 43a of the Dutch Copyright Act), Artists are entitled to a resale royalty on qualifying resales of their work through art market professionals.
9.2 Buyer's Obligations
If the Buyer resells the Artwork through a gallery, auction house, or art dealer:
- The resale royalty applies to sales with a hammer price of €3,000 or more
- The resale royalty is calculated on a sliding scale as prescribed by law
- The collecting society (in the Netherlands: Pictoright) is responsible for collection
- The Gallery can provide guidance on compliance with resale royalty obligations
10 Export Regulation
10.1 Export Licenses
Certain Artworks may require export licenses or permits for shipment outside the European Union. The Buyer is responsible for:
- Obtaining all necessary export licenses and permits
- Complying with all applicable export regulations
- Bearing all costs associated with export compliance
10.2 Gallery Assistance
The Gallery will provide reasonable assistance in obtaining export documentation but cannot guarantee that licenses will be granted.
10.3 Delay or Refusal
If an export license is refused or significantly delayed, the Gallery and Buyer will negotiate in good faith to resolve the situation, which may include cancellation of the Purchase Agreement with refund of the Purchase Price.
10 Export Regulation
10.1 Export Licenses
Certain Artworks may require export licenses or permits for shipment outside the European Union. The Buyer is responsible for:
- Obtaining all necessary export licenses and permits
- Complying with all applicable export regulations
- Bearing all costs associated with export compliance
10.2 Gallery Assistance
The Gallery will provide reasonable assistance in obtaining export documentation but cannot guarantee that licenses will be granted.
10.3 Delay or Refusal
If an export license is refused or significantly delayed, the Gallery and Buyer will negotiate in good faith to resolve the situation, which may include cancellation of the Purchase Agreement with refund of the Purchase Price.
11 Cancellation and Returns
11.1 No Right of Withdrawal
As Artworks are unique goods made to order or clearly personalized, the statutory right of withdrawal under Dutch consumer protection law does not apply to purchases of Artwork.
11.2 Cancellation by Buyer
Once a Purchase Agreement is concluded, the Buyer may not cancel without the Gallery's written consent. If the Gallery agrees to cancellation:
- A cancellation fee of 25% of the Purchase Price will be charged
- Any payments made will be refunded less the cancellation fee
- The Buyer must bear all costs incurred by the Gallery (shipping, insurance, etc.)
11.3 Cancellation by Gallery
The Gallery may cancel a Purchase Agreement if:
- The Buyer breaches these Terms
- Circumstances beyond the Gallery's control make performance impossible
- The Artist withdraws the Artwork from sale
In such cases, the Gallery will refund any payments made by the Buyer without interest.
11.4 No Returns
All sales are final. Artworks may not be returned except:
- In the case of proven inauthenticity (see Section 7.2)
- If the Artwork arrives damaged (see Section 7.4)
- By mutual written agreement between the Gallery and Buyer
12 Buyer's Purchase Obligation
12.1 Binding Commitment
Once the Gallery accepts the Buyer's offer, the Buyer is obligated to complete the purchase and may not withdraw from the Purchase Agreement except as expressly provided in these Terms.
12.2 Consequences of Breach
If the Buyer fails to fulfill their purchase obligation, the Gallery may:
- Dissolve the Purchase Agreement and sell the Artwork to another buyer
- Retain any deposit paid as liquidated damages
- Claim compensation for any loss suffered, including loss of profit
13 Fair Practice Code Compliance
13.1 NGA Standards
OpenArtExchange operates in accordance with the Gallery Fair Practice Code of the Nederlandse Galerie Associatie (NGA), which governs our relationships with Artists and ensures:
- Fair and transparent agreements with Artists
- Timely payment to Artists (within 30 days of sale)
- Clear ownership and consignment terms
- Professional conduct and competence
13.2 Artist Payments
In accordance with the Fair Practice Code, the Gallery commits to:
- Transferring the Artist's share of the sale price within 30 days of receiving payment from the Buyer
- Providing the Artist with the Buyer's contact details (subject to the Buyer's consent for GDPR compliance)
- Supplying the Artist with a copy of the sales invoice
14 Data Protection and Privacy
14.1 Personal Data
The Gallery processes personal data in accordance with the General Data Protection Regulation (GDPR) and Dutch data protection law. For full details, please see our Privacy Policy.
14.2 Use of Data
Personal data collected during the purchase process may be used for:
- Completing the transaction
- Providing customer service
- Compliance with legal obligations (e.g., anti-money laundering)
- Marketing purposes (with your consent)
14.3 Buyer's Rights
Buyers have the right to access, rectify, erase, or restrict processing of their personal data. Contact privacy@openartexchange.com to exercise these rights.
15 Limitations of Liability
15.1 No Consequential Damages
To the maximum extent permitted by law, the Gallery shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from the sale or use of the Artwork.
15.2 Liability Cap
The Gallery's total liability for any claim arising from a Purchase Agreement shall not exceed the Purchase Price paid by the Buyer for the relevant Artwork.
15.3 Exclusions
Nothing in these Terms shall limit the Gallery's liability for:
- Death or personal injury caused by negligence
- Fraud or fraudulent misrepresentation
- Any other liability that cannot be excluded under Dutch law
15.4 Best Efforts
The Gallery undertakes to provide services in a professional and competent manner, but does not guarantee specific results or outcomes.
16 ForceMajeure
16.1 Excused Performance
Neither party shall be liable for failure to perform its obligations if such failure results from force majeure, including but not limited to:
- Natural disasters, fire, flood, earthquake
- War, terrorism, civil unrest
- Government action, embargo, quarantine
- Pandemic, epidemic, public health emergency
- Strikes, labor disputes
- Failure of suppliers, utilities, or transportation
16.2 Notice and Mitigation
The party affected by force majeure shall:
- Promptly notify the other party
- Use reasonable efforts to mitigate the effects
- Resume performance as soon as practicable
16.3 Extended Force Majeure
If force majeure continues for more than 90 days, either party may terminate the Purchase Agreement with refund of any payments made.
17 Dispute Resolution
17.1 Complaints Procedure
Any complaints regarding the Artwork or the Gallery's services must be submitted in writing within 8 days of:
- Delivery of the Artwork, or
- The date when the Buyer became aware (or should reasonably have become aware) of the grounds for complaint
Complaints should be sent to:
- Email: complaints@openartexchange.com
- Post: OpenArtExchange B.V., [Address]
17.2 Negotiation
The parties agree to attempt to resolve any dispute through good faith negotiation before resorting to formal proceedings.
17.3 Mediation
If negotiation fails, the parties may agree to submit the dispute to mediation under the rules of the Netherlands Mediation Institute (NMI).
17.4 Governing Law
These Terms and any disputes arising from them shall be governed by the laws of the Netherlands, excluding the Vienna Sales Convention (CISG).
17.5 Jurisdiction
Any legal proceedings shall be brought exclusively in the competent courts of [Amsterdam/The Hague/your jurisdiction], the Netherlands, except where mandatory consumer protection laws provide otherwise.
18 General Provisions
18.1 Entire Agreement
These Terms, together with any written agreements expressly incorporated by reference, constitute the entire agreement between the Gallery and the Buyer and supersede all prior negotiations, representations, and agreements.
18.2 Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
18.3 Waiver
No waiver of any provision of these Terms shall be effective unless in writing and signed by the Gallery. Any waiver shall apply only to the specific instance and shall not constitute a waiver of any other breach.
18.4 Assignment
The Buyer may not assign or transfer their rights or obligations under these Terms without the Gallery's prior written consent. The Gallery may assign these Terms to any successor entity.
18.5 Third Parties
These Terms are for the benefit of the Gallery and the Buyer only. No third party shall have any right to enforce any provision of these Terms.
18.6 Language
These Terms are drafted in English. If translated into other languages, the English version shall prevail in case of any inconsistency.
19 Collection Costs
19.1 Extrajudicial Costs
If the Gallery engages professional assistance (legal or otherwise) to enforce its rights under these Terms, all reasonable costs incurred shall be borne by the Buyer, calculated in accordance with the Dutch Bar Association rates:
- 15% on the first €2,949.57
- 10% on the amount between €2,949.57 and €5,899.14
- 8% on the amount between €5,899.14 and €14,747.86
- 5% on the amount between €14,747.86 and €58,991.43
- 3% on amounts exceeding €58,991.43
19.2 Judicial Costs
All costs related to legal proceedings, including but not limited to court fees, attorney fees, and expert witness fees, shall be borne by the non-prevailing party.
20 Anti-Money Laundering
20.1 Compliance
The Gallery complies with Dutch anti-money laundering (AML) and counter-terrorism financing regulations.
20.2 Documentation
For purchases exceeding €10,000, the Gallery is required to:
- Verify the Buyer's identity
- Obtain proof of address
- Understand the source of funds
- Maintain records for regulatory purposes
20.3 Right to Refuse
The Gallery reserves the right to refuse any transaction if it has concerns about money laundering or if the Buyer does not provide satisfactory documentation.
Contact Informatin
OpenArtExchange B.V.
Address: Hoogstraat 85, Schiedam, The Netherlands
Email: info@openartexchange.com
Legal/Compliance: legal@openartexchange.com
Complaints: complaints@openartexchange.com
Phone: [Your Phone Number]
Website: www.openartexchange.com
Chamber of Commerce (KVK): [Your KVK Number]
VAT Number: [Your BTW Number].
These Terms and Conditions were last updated on October 3, 2025 and apply to all transactions concluded after this date.
By purchasing artwork from OpenArtExchange, you acknowledge that you have read, understood, and agreed to be bound by these Terms and Conditions.