VIETNAM ART HOUSE

Article 1 - General provisions
1. These General Terms and Conditions apply to all offers, orders, quotations, order confirmations and agreements made by or concluded with VAH.
2. Deviations from these General Terms and Conditions can only be made in writing.
3. The applicability of any Terms and Conditions of the Purchaser is explicitly rejected by VAH.
4. Nullity or annulment or the non-binding nature of any of the provisions of these General Terms and Conditions shall not affect the other provisions of these General Terms and Conditions.
5. No oral or written statement by VAH shall imply that the rights or legal remedies available to VAH are waived.

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Article 2 - Conclusion of the agreement
A purchase agreement between the Purchaser and VAH is only concluded if VAH has expressly accepted an offer from the Purchaser.

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Article 3 - Purchase prices and payment
1. The mentioned purchase prices are in Euro, excluding VAT, ex-work, unless expressly agreed otherwise.
2. Unless expressly agreed otherwise, the costs for (international) shipment, insurance, return, import and export duties and packaging shall be borne by the Purchaser.
3. VAH does not accept cash payments. Payments can only be made by bank transfer or credit card.
4. Payment of the purchase price shall not be made later than 30 days from the invoice date.
5. In the event that the Purchaser is late paying the purchase price, the Purchaser shall automatically be in default and shall owe collection costs. VAH shall determine these costs on the basis of the graduated scale of Extrajudicial Collection Costs (BIK).

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Article 4 - Delivery
1. The work of art shall be delivered to Purchaser immediately after the payment received, unless expressly agreed otherwise.
2. Delivery of the work of art takes place by the Purchaser’s collecting or having collected the work of art.
3. Unless expressly agreed otherwise, the work of art shall be for the expense and risk of the Purchaser from the moment of delivery, even if the ownership has not yet been transferred.

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Article 5 - Retention of title
VAH retains the ownership of the work of art until the time of full payment of the purchase price by the Purchaser. The Purchaser is not allowed to sell/hire out/ process/ restore/ encumber the work of art or otherwise infringe the ownership rights of VAH until the time the ownership passes to the Purchaser.

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Article 6 - Warranties/Non-conformity/Swapping/Dissolution by Purchaser
1. Purchaser buys the work of art in the condition which it is in at the time of the purchase (“as is”) and accepts the characteristics that were reasonably known at the time the purchase was concluded.
2. The nature of the work of art implies that the characteristics can change due to advancing insight and age.
3. VAH guarantees the authenticity of the work of art, unless the guarantee is expressly or tacitly reserved (for instance, by the amount of the purchase price or mention of a specific attribution) and except when progressive insight unexpectedly affects the authenticity of the work of art.
4. If the work of art does not comply with the agreement, the Purchaser must – under penalty of forfeiture of rights – inform VAH thereof within the payment period of 20 days or, in the case of hidden defects, no later than one months after discovery, on presentation of one or more expert’s reports showing this failure.
5. Purchaser may dissolve the purchase agreement with consent of VAH in the event of a situation such as referred to in Article 6 (4), and under the condition that the work of art is still in the same condition as at the time of delivery, provided that there are such hidden defects or such an incorrect description was given, that Purchaser would have decided not to make the purchase if he had been familiar with the correct information at the time of the purchase, or in that case he would only have purchased the work of art at a considerably lower price.
6. under no circumstances refunds an amount higher than the purchase price that was paid to the Purchaser.

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Article 7 – Suspension and set-off
Purchaser cannot suspend (in derogation of Section 7 book 6 of the Dutch Civil Code) or set off (in derogation of Section 12 Book 6 of the Dutch Civil Code) its obligation to VAH.

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Article 8 - Customer due diligence/Dissolution by VAH
1. VAH is required by Directive 2018/843 of 30 May 2018 amending Directive (EU) 2015/849 on the prevention of the use of the financial system for the purpose of money laundering or terrorist financing and the Money Laundering and Terrorist Financing (Prevention) Act (‘Wet ter voorkoming van witwassen en financieren van terrorisme’) to collect personal data (including a copy of the identification document) of the Purchaser and to carry out a customer due diligence on the Purchaser.
2. VAH may dissolve the agreement concluded with the Purchaser if:
a) Purchaser does not pay on time, immediately after expiry of the payment term;
b) In the event of (a petition for) bankruptcy (faillissement), suspension of payment (surséance van betaling), debt restructuring (schuldsanering) or a guardianship order (onder curatele stelling) of the Purchaser;
c) Purchaser (a legal entity) is being dissolved;
d) Purchaser does not provide the correct personal data, which VAH needs to comply with its legal administrative duties or to perform the customer due diligence based on the Act for the prevention of money laundering and financing of terrorism;
e) Based on the results of the customer due diligence under d, VAH is prohibited to carry out transactions with Purchaser;
f) Force major might be a reason for VAH to dissolve the agreement or to delay the execution of the agreement.

Article 9 - Liability
1. VAH shall only be liable in the event of gross negligence on its part in the performance of the (purchase) agreement and in the event of non-conformity. VAH shall only be liable to the maximum of the invoice amount charged to the Purchaser within the framework of the (purchase) agreement concluded between VAH and Purchaser. VAH shall under no circumstances be liable for any business loss, financial loss, consequential loss and/or indirect damage suffered by the Purchaser, for physical damage to the work of art or theft or the destruction of the work of art.
2. VAH is not liable for damage resulting from incorrect or incomplete information provided by the Purchaser.

Article 10 - Applicable law and competent court
1. Agreements and any other legal relationships between VAH and the Purchaser and these General Terms and Conditions are exclusively governed by Dutch law, with the exclusion of the Vienna Convention.
2. All disputes that could arise between VAH and the Purchaser shall be adjudicated by the District Court of Amsterdam, except in so far as mandatory competency rules would impede this choice.

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Article 11 - Consumer law
1. Where a contract is concluded between VAH and a natural person not acting in the performance of their profession or undertaking (consumer) with the use of one or more means of distance communication up to and including the time at which the contract is concluded, the following provisions shall apply:
The Purchaser (consumer) is entitled to withdraw from the contract without charge and without giving any reason for 14 days from the day the Purchaser, or a third party designated by the Purchaser, takes possession of the work of art. This termination shall be made in writing (by e-mail, letter or fax) or by means of any other unequivocal statement to VAH.
2. In case of a distance purchase agreement, the expense and risk for the work of art passes to the Purchaser when the Purchaser or a third party designated by the purchaser takes possession of the work of art.

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Article 12 - Privacy
1. VAH takes into account the Purchaser’s privacy and processes the personal data of the Purchaser only within the limits of the law. For more information please see the privacy policy of VAH, to be consulted through website of Vietnam Art House.
2. VAH points out that it is legally obliged to collect and retain the Purchaser’s personal data under (inter alia) the Directive 2018/843 of 30 May 2018 amending Directive (EU) 2015/849 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing and the Money Laundering and Terrorist Financing (Prevention) Act (Wet ter voorkoming van witwassen en financieren van terrorisme).

Vietnam Art House, a brand of ‘Vietnam Consult & Trading B.V.’
Laan van Meerdervoort 89 I NL-2517AT I The Hague I The Netherlands
T: +31 70 3885965 I E: vah@vietnamart.eu I I: www.vietnamart.eu