STANDARD TRADING CONDITIONS OF FRAME LONDON LIMITED 

VERY IMPORTANT NOTICE:  The value of the artworks we frame is often high.  If we were to insure all of those artworks, or insure against the liabilities that we might incur, our framing charges would need to be much higher. Therefore: (i) we do not insure our clients’ artwork unless specifically agreed with them in writing; and (ii) we only accept very limited liability to our clients, even in the unlikely event that loss is caused by our negligence. Our clients know the value of their artwork and we require them to confirm that they have fully insured their artworks to their full replacement value and that we are noted as a Co-Assured.  Any client may request us to vary these Conditions (including increasing the scope of our liability), for which we would need to charge an additional levy. We draw your attention, in particular, to Conditions 6 (Insurance of Works), 7 (Your Warranties), 9 (Our Liability), and 11 (Indemnity).

If you are a Consumer (as defined below), some of the provisions in these Conditions do not apply to you, and some terms apply that give you additional rights. The Conditions make clear where this is the case. 

1. DEFINITIONS 

In these Standard Trading Conditions of Frame London Limited:

Conditions mean the terms and conditions set out in this document as amended from time to time in accordance with Conditions 2(a) and 10. 

Consumer has the same meaning as ‘consumer’ in the Consumer Rights Act 2015, being an individual acting for purposes that are wholly or mainly outside that individual’s trade, business craft or profession. 

Contract means the contract we enter into with you to produce and supply the Custom Framing subject to and in accordance with these Conditions. 

Custom Framing means the custom-made frames, goods and services (or any part of them) as specified in the Quote. 

Framed Works means the Works incorporating the Frames. 

Frames mean the custom-made frames produced for the Works. 

Notification means the date on which we notify you that the Framed Works are ready for collection in accordance with Condition 4. 

Order means your request by email or in-store signature to proceed with our Quote for Custom Framing.  

Owner(s) means the person or persons who is / are the legal and / or beneficial owner(s) of the Works. 

Price means the price of the Custom Framing set out in the Quote (excluding value added tax (VAT)). 

Quote means our email or hard copy quote setting out the Custom Framing you require with our corresponding pricing.  All Quotes are deemed to include these Conditions. 

We/Us means Frame London Limited, a company incorporated in England with company registration number 08853603, whose registered address is 59 - 61 Downham Road, London, N1 5AH or any associated company, including our servants or agents unless otherwise indicated. 

Works means the property and/or artwork(s) supplied by you to us for Custom Framing (each a “Work” and together the “Works”). 

You means the individual, company or entity who contracts for the Custom Framing.

2. BASIS OF THE CONTRACT 

(a) The Order constitutes an offer by you to purchase the Custom Framing for the Price, subject to and in accordance with these Conditions. If you wish us to vary any provision of these Conditions, you must make a written request to us in accordance with Condition 10. You are responsible for ensuring that the terms of the Order are complete and accurate. 

(b) The Order shall only be deemed to be accepted when we issue a written acceptance of the Order, at which point the Contract shall come into existence. 

(c) If you are not the Owner(s): 

(i) you warrant and represent that you are acting as the agent of the Owner(s), and are authorised to enter into the Contract on behalf of the Owner(s); 

(ii) you enter into the Contract on your own behalf and as agent on behalf of the Owner(s); 

(iii) any warranties or representations expressed to be given by you in the Contract are given by you on your own behalf and as agent on behalf of the Owner(s); 

(iv) you and the Owner(s) shall be jointly and severally liable for the warranties and representations you give and for the performance of your obligations under the Contract; 

(v) if you are not a Consumer then any provisions of these Conditions that are expressed to apply if you are not a Consumer shall apply to you, regardless of whether the Owner(s) is/are a Consumer. 

(d) These Conditions and the Quote contain the entire agreement between you and us in relation to the Custom Framing and supersede any earlier conditions and/or any representations by us concerning the Custom Framing. These Conditions override any terms stipulated by anyone inviting us to provide any Quote for any services. 

(e) You warrant (confirm) that you have not entered into the Contract in reliance on, and shall have no remedy in respect of, any representation or statement that is not expressly set out in these Conditions or the Quote. 

(f) Except where expressly provided by Condition 3(b), nothing in these Conditions shall confer on any third party any benefit or the right to enforce any term of these Conditions. Your rights and our rights to vary or rescind the Contract are not subject to any third-party rights. 

(g) Any Quote is based on prevailing material prices, tax rates and administration costs. We reserve the right at any time prior to entering into the Contract to revise or withdraw our Quote. 

3. OUR PERFORMANCE OF SERVICES 

(a) We shall use reasonable endeavours to meet the indicative delivery dates contained in the Order but, unless we agreed otherwise in writing, time shall not be of the essence for performance of the Contract. 

(b) We may engage sub-contractors and/or other agents to undertake the Custom Framing or any part thereof, including (without limitation) specialists in dry-mounting, transportation and installation. All such sub-contractors and agents shall have the benefit of these Conditions and shall have no greater liability to you than we do. 

4. COLLECTION OF FRAMED WORKS

(a) We have limited storage space and would be grateful for timely collection.  We will notify you by email (and by telephone if possible) when the Framed Works are ready for collection (Notification) and store your Framed Works for up to 30 days free of charge. 

(b) You agree to pay all sums due to us and organise collection of the Framed Works within 30 days of the Notification. We can organise delivery of your Framed Works for an additional fee payable in advance.

(c) For any Framed Work not collected or delivered within 30 days of the Notification, we may charge you a daily storage fee of £10 per Work (plus applicable VAT).  Please contact us if you need more time and we will endeavour to accommodate your request.  

(d) We will require your written authorisation to release Framed Works to your authorised representative and will not do so until all outstanding charges, including any storage fees pursuant to 4(c) above, are paid in full. 

5. UNCOLLECTED WORKS

If any Framed Work remains uncollected within six (6) months of Notification, you authorise us, upon notice, to sell the Work by private sale or auction at our discretion and at such price as we deem reasonable in the circumstances.  Costs of sale and storage charges accrued up to our notice of intention to sell the Work shall be deductible from the proceeds of sale and the remainder (if any) will be forfeited unless collected by you within two years of the Notification.  Any outstanding debts not recovered from the sale proceeds shall remain payable by you. Save for accounting without interest to you for any positive balance, we shall, upon sale, be released from all liabilities whatsoever in relation to the Works and the Contract. 

6. INSURANCE OF WORKS 

(a) We are not responsible for insuring the Works and we shall not insure the Works unless specifically agreed by us in writing prior to us accepting delivery of the Works.

(b) If we do not agree with you in writing that we will arrange insurance for the Works:

(i) you must ensure that the Works are insured to their full replacement value with a reputable insurer against any loss or damage occurring to the Works whilst in our custody or control (including loss or damage arising out of or in connection with our negligence);

(ii) you must ensure that our interest as co-assured is noted in the insurance policy; and

(iii) you must not cause the insurance policy to be invalidated or the amount of any insurance payment to be reduced.  

7. YOUR WARRANTIES 

At the time of concluding the Contract you warrant as follows, and you warrant further that you will advise us of any change in circumstances which affects the validity of these warranties: 

(i) You are either the lawful owner of the Works or are acting on behalf of the lawful owner of the Works and are authorised to bind the lawful owner to these Conditions; 

(ii) The Works are not of such a type or in such condition as to cause damage or injury to any person or other property; 

(iii) The Works are and will continue to be insured to their full replacement value with a reputable insurer against any loss or damage occurring to the Works whilst in our custody or control (including loss or damage arising out of or in connection with our negligence) and our interest as co-assured is noted in the insurance policy.  

8. PAYMENT, LIEN, TITLE AND SALE 

(a) We usually require payment before starting work on the Custom Framing.  Unless otherwise agreed in writing by us, you agree to pay the Price (plus applicable VAT) within 30 days of the date of any invoice. If any sums due to us remain unpaid at the due date, we may charge interest on any overdue amount, at the Bank of England base rate plus 4% per annum. 

(b) We shall have the right to retain the Works (known as a lien) until all monies due from you are settled. 

(c) Title to the Frames will not pass to you until we have received all sums outstanding (including but not limited to the Price, storage fees and applicable taxes). 

(d) You shall pay any sums due to us without deduction, set-off, or counter-claim. 

9. OUR LIABILITY 

(a) You may request that we vary these Conditions, in accordance with Condition 10. 

(b) This Condition 9 sets out the extent of our liability to you and (if you are not the Owner(s)) to the Owner(s) arising out of or in connection with the Contract, whether such liability arises in tort (including negligence and misrepresentation), contract, bailment or in any other way.

(c) Nothing in these Conditions shall exclude or limit our liability for: (i) death or personal injury caused by our negligence; and/or (ii) fraud or fraudulent misrepresentation.  

(d) We shall not be liable to you for any loss or damage to the extent such loss or damage is covered by a policy of insurance effected by you or on your behalf or would have been covered if you had complied with your obligation to insure the Works under Condition 6(b) above. For the avoidance of doubt, we shall also not be liable for any losses arising by reason of any insurance excess or deductible or any shortfall in the amounts payable under such policy. 

(e) We shall not be liable for any business losses, including but not limited to loss of profit, loss of business, business interruption, loss of contracts, loss of revenue or loss of business opportunity. 

(f) We shall not be liable for any indirect or consequential loss of any kind whatsoever and however arising. 

(g) You agree that in no circumstances shall we be liable for any loss, damage or delay arising from events outside our control, including but not limited to: 

(i) Acts of God, pandemic, flood, tempest or other adverse weather conditions; 

(ii) War whether declared or not, insurrection, civil disturbances, sabotage or terrorism; 

(iii) Compliance with any acts, regulations, bye laws, orders or restrictions of government or authority (public or local) or any capture, seizure, arrest, restraint, detainment or quarantine restrictions imposed by any government or such authority; 

(iv) Theft (unless involving complicity by ourselves or our servants acting in the course of employment); 

(v) Fire, whether started deliberately or accidentally (unless caused deliberately by ourselves or our servants whilst acting in the course of employment); 

(vi) Strikes, lockouts, or other industrial action; 

(vii) Any inherent or latent defect or quality of the Works or natural deterioration; (viii) Moth, insect or vermin; 

(x) Changes in atmospheric conditions or humidity levels outside our control; 

(xi) Contamination by radioactivity. 

(h) If you are a Consumer our liability whether in contract, bailment, tort (including negligence) or otherwise howsoever arising shall be limited to the following maximum limits: 

(i) in the event of any loss or damage arising in respect of any one Work, a maximum of £500 in respect of all such loss or damage; or 

(ii) in the event of any loss or damage arising in respect of more than one Work, a total maximum of £1,000 in respect of all such loss or damage where such loss or damage was caused or arose out of the same (or substantially the same) event or occurrence; or 

(iii) an amount equal to the Price, if that amount is more than the limit under 9(h)(i) or 9(h)(ii). 

For the avoidance of doubt, this limit is applicable to all Works delivered to us by you or on your behalf and/or in respect of which we are providing Custom Framing, irrespective of whether such Works were delivered to us pursuant to more than one Contract. 

(i) If you are not a Consumer the following Conditions 9(j) to 9(m) also apply.  If you are a Consumer those clauses do not apply. 

(j) Our liability whether in contract, bailment, tort (including negligence) or otherwise howsoever arising shall be limited to the following maximum limits:

(i) in the event of any loss or damage arising in respect of any one Work, a maximum of £500 in respect of all such loss or damage; 

(ii) in the event of any loss or damage arising in respect of more than one Work, a total maximum of £1,000 in respect of all such loss or damage where such loss or damage was caused or arose out of the same (or substantially the same) event or occurrence.

For the avoidance of doubt, this limit is applicable to all Works delivered to us by you or on your behalf and/or in respect of which we are providing Custom Framing, irrespective of whether such Works were delivered to us pursuant to more than one Contract. 

(k) If we do become liable to pay compensation or damages, whether in contract, bailment, tort (including negligence or breach of statutory duty), and whether under the provisions of these Conditions or otherwise, in respect of any loss or damage arising from or in connection with this Contract and/or the Custom Framing, and such compensation or damages are calculable by reference to the value of the Works, such value shall not exceed the market value of the Works at the time we received them.

(l) In no circumstances shall we be liable for any loss or damage arising from any advice or representations provided by us in connection with this Contract and/or the Deliverables, save insofar as we have expressly accepted liability for the same in writing. 

(m) You shall have no claim for innocent or negligent misrepresentation or misstatement in relation to any statement in these Conditions or the Quote. 

10. VARIATION OF THESE TERMS 

(a) The provisions of Condition 9 contain important exclusions and limitations of our liability to you. These are fundamental to our business, but you may request us to agree to vary these Conditions and/or to waive or increase the exclusions or limitations of liability provided by these Conditions. 

(b) Any request made in accordance with Condition 10(a) must be made to us in writing and agreed by us prior to the formation of the Contract, failing which there shall be no variation. Upon receipt of such a request, we will have an absolute discretion as to whether to agree and if so, upon what terms and at what additional price. These Conditions can only be waived or varied upon the written confirmation by one of our Company Directors, making express reference to this Condition. 

11. INDEMNITY 

(a) If you are not a Consumer you agree to indemnify and hold us harmless against all loss, damages, costs (including legal costs) and claims (including third party claims) that we may incur arising out of or in connection with: (i) any breach by you or your servants or agents of your warranties in these Conditions; or (ii) our compliance with your instructions.  This indemnity is without prejudice to any other rights we may have. 

(b) If you are not a Consumer then, subject to Condition 11(a), you agree to indemnify us against all loss, damages, costs (including legal costs) in excess of £500 in respect of an individual Work or £1,000 in aggregate which we may incur arising out of or in connection with any claims or demands made by the Owner(s) (if you are not the Owner(s)) or any third party in relation to the Works or the Custom Framing to be provided under the Contract. 

12. NOTICES 

(a) Any notice mentioned in these Conditions (including the Notification) shall be deemed to be duly served two days after the date sent to the appropriate address if posted, and on the same day if transmitted by email. 

(b) The appropriate postal and/or email address for any notice served by us on you is the last postal and/or email address provided by you in writing. We accept no responsibility for the consequences of failure by you to update us, in writing, of your contact details. 

13. VALIDITY AND SEVERANCE 

(a) If any of these Conditions is held to be illegal or unenforceable, in whole or in part, under any enactment or rule or law, then that provision shall to the extent necessary and insofar as permitted by law: 

(i) be deemed not to form part of these Conditions (or part of any relevant Contract); and 

(ii) be deemed to be replaced by such provision as is valid and enforceable and which is as close as permissible to the invalid or unenforceable provision. 

(b) The validity and enforceability of the remainder of these Conditions shall not be affected. 

14. LAW AND JURISDICTION 

The Contract and any disputes or claims (including non-contractual claims connected with the Contract) shall be governed by English law, and any disputes arising in connection with the Contract and/or the Services will be submitted to the exclusive jurisdiction of the English Courts.