1. General
These general sales conditions (hereinafter “GSC”) apply to the sales and services provided by the company HELENE GALLERY BAILLY – Registered with the Trade and Companies Register of Paris under n° 494 262 686 - 71, rue du Faubourg Saint Honoré 75008 PARIS - (hereinafter the “Company”) to the benefit of the purchasers (hereinafter the “Customer”). Any order from the Customer implies its unconditional acceptance of the present Terms and Conditions. The general terms and conditions of purchase or any other document of the Client are not opposable to the Company without its prior written consent. The Client hereby certifies that, prior to any order it has read the technical description and the presentation card of the ordered works, these documents forming an integral part of the GSC. The price of the works includes all taxes and delivery charges. The fact that at any given moment the Company fails to avail itself on one of the stipulations contained in the GSC cannot be interpreted as being a waiver to use it later.
2. Sale
Any sale of a piece of art is the subject to the issue of a pro-forma invoice submitted by the Company to the Client's approval. Any sale becomes final only after full payment of the price of the piece of art by the Customer in accordance with Article 3 below.
3. Payment
In order to be final, any sale of a piece of art must be subject on the date of the or- der, of the payment of either the full price or a deposit representing twenty percent (20%) of the price of the piece of art. In case of payment of a deposit, the Customer has a period of three (3) months from said payment to pay the full balance of the sale price to the Company. In case of payment delays granted by the Company, the sums paid by the Customer remain a deposit and the period of three (3) months referred to above runs from the first due date. Failure to comply with any of these conditions, shall automatically cancel the sale of the piece of art, without prior notice, because of the Customer and the Company shall retain the deposit paid in accordance with provisions of article 1590 of the Civil Code. Should the sale of the piece of art be canceled by the Company and except in case of force majeure, it would be required to pay the Customer twice the amount of the paid deposit. All payments must be made either by credit card or by transfer onto the bank account of the Company. Payment is deemed to be made on the date the funds are finally made available to the Company.
4. Delivery – Transport
4.1 Delivery
Any delivery is carried out, either by the direct delivery of the piece of art to the Cus- tomer, or by simple notice of availability, or by the handing-over to a shipper or car- rier appointed by the Company to the address indicated by the Customer in its order form. Delivery times are confirmed by the Company on the day of full payment of the order by the Customer under the conditions set out in Article 3 and are only run from the said payment. In case of late delivery, no compensation may be claimed by the Customer. In case of delay in the delivery, the Customer is granted the right to cancel the sale in the conditions and modalities as defined in Article L 216-2 of the Consumer Code. In such case, if the Customer has received the piece of art after its cancellation, the Company shall refund the sale and the delivery costs under the conditions of Article L 216-3 of the Consumer Code and after having duly received the piece of art back.
4.2. Transports
The risks attached to the piece of art are transferred to the Customer either on the day of its actual possession in the gallery or on the day of delivery by the Company to the carrier chosen either by the Company or by the Client. In the event of delivery via a carrier chosen by the Company, it is the Customer's responsibility to give dis- charge to the carrier and take delivery of the piece of art only after making sure that the said piece of art is in good condition. In case of damages, other than those result- ing from the inherent defect of the thing or force majeure, the Customer must refuse the delivery and inform the Company without delay in order to be able to exercise its recourse against the carrier guaranteeing the loss and/or damage of the transported thing, in accordance with the provisions of Article L 133-1 of the Commercial Code.
5. Force majeure
The commitments of each Party shall be suspended in all cases where the non- performance of an obligation is caused by a case of force majeure suffered directly or indirectly by one of them. If the event of force majeure extends beyond a period of fifteen (15) days, each of the parties shall have the option of automatically terminating its contractual commit- ments without any of the parties can claim damages.
6. Garanties
In accordance with the legal provisions relating to legal guarantees of conformity and hidden defects, the Company shall refund any piece of art that does not seemingly correspond to the Customer's order. In this case, the piece of art shall be returned to it or returned to the registered office of the Company in the state in which it was received and in a packaging allowing transport in good conditions.

It is recalled that within the framework of the legal guarantee of conformity, the Customer:
- shall benefit from a period of two (2) years from delivery of the goods to act vis-à-vis the seller;
- may choose between the repair or replacement of the goods, subject to the cost conditions provided by Article L. 217-9 of the Consumer Code;
- is exempted from showing evidence of the lack of conformity of the property during the twenty-four (24) months following the delivery of the property.

The legal guarantee of conformity shall apply regardless of the commercial guarantee that may possibly cover your property. It is recalled that the consumer may decide to implement the guarantee against hidden defects of the thing sold within the meaning of Article 1641 of the Civil Code and that in this case, it may choose between the resolution of the sale or a reduction the selling price in accordance with Article 1644 of the Civil Code.
7. Personal data
The personal information relating to the Customer is subject to the processing of personal data in accordance with the provisions of Law No. 78-17 of January 6, 1978 called “Information Technology and Liberties”, amended and Regulation (EU) 2016 / 679 of the European Parliament and the Council of 27 April 2016.

The entity in charge of processing data is the Company.

The purposes of the processing are (i) the management of the Customer's account,its orders, and, subject to its consent, (i) commercial prospecting operations.

The recipients of the personal data are the persons in charge within the Company, and any company of its Group within the meaning of Article L233-3 of the Code of Commerce, the marketing department, the sales department, the services in charge of processing the customer relationship and prospecting, administrative services, logistical and IT services and their line managers, and subcontractors contractually bound with the Company for the performance of tasks directly related to the purposes described above.

The personal data relating to the management of the Customer's account are kept for a period of five (5) years from the last order. The personal information provided to the Company are necessary and binding for the fulfillment and processing of the Customer's order and the execution of the sales contract in accordance with Article 6.1.b of the aforementioned Regulation. Personal data relating to commercial pros- pecting are kept by the Company for the duration of the Customer's consent in ac- cordance with Article 6.1.a of the aforementioned Regulation.

Personal data may be transferred to Switzerland (outside the EU), which was granted a decision of adequacy issued by the European Commissions.

The Customer has a right of access to personal data, rectification or erasure thereof, or a limitation of treatment, the right to oppose the treatment and the right to port- ability of the data, either by email at helene@helenebailly.com, or by correspondence sent to the registered office of the Company as indicated in the preamble of the GTC.

The Company shall use its best efforts to protect the security of the Customer's per- sonal data and, in particular, to prevent them from being distorted, damaged or com- municated to unauthorized third parties.

The Customer is informed of its right to lodge a complaint with a supervisory au- thority (C.N.I.L) and his right to register on the list of opposition to canvassing by telephone.
8. Disputes
THE TERMS AND CONDITIONS ARE SUBJECT TO THE SOLE FRENCH LAW, EXCLUSION BEING EXPRESSLY MADE OF ANY INTERNATIONAL CONVENTION SUCH AS THE UNITED NATIONS CONVENTION ON THE CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALES OF GOODS (CISG).

In case of a dispute, you must first contact the Customer Service of the Company at + 33 1 44 51 51 51 (non-surcharged number from a landline in metropolitan France), Monday to Saturday except holidays, from 10h to 19h or by email helene@helenebailly. com or postal to the address mentioned on the letterhead. In case of failure of the complaint to the commercial service or in the absence of response from this service within two months, the Customer may submit its dispute to the mediation service of the Company by writing to HELENE BAILLY GALLERY - MEDIATION SERVICE - 71, rue du Faubourg Saint-Honoré 75008 PARIS which will try, in all independence and impartiality, to bring the parties together in order to reach an amicable solution. The parties to the contract remain free to accept or refuse the use of mediation and in case of recourse to mediation, to accept or reject the solution proposed by the mediator. The parties to the contract remain free to accept or refuse the use of mediation and in case of recourse to mediation, to accept or reject the solution proposed by the mediator

In the absence of an amicable settlement of the dispute, each of the Parties shall be free to refer the case to the competent court.

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