Sales and Terms

Sales and terms

These Terms and Conditions accompany the Purchase Order. The Purchase Order constitutes an offer by the Buyer referenced on the Purchase Order to Ruler Art Gallery Llc. The offer shall be deemed accepted by Ruler Art Gallery Llc. solely by Ruler Art Gallery Llc’s signature of acceptance indicated on the front page of the Quote.

These Terms and Conditions apply also your use of this website. Please read them carefully and ensure that you understand them. Your use of this website is subject to your acceptance of these terms and conditions. If you do not accept these terms you must not use or access this website.

In these Terms and Conditions (Terms), “we”,”us” and “our”, “seller” shall be interpreted as referring to Ruler Art Gallery Llc. The person or company purchasing goods, as referenced on the Purchase Order, is hereafter referred to as “Buyer.” All artwork described on the Quote or Purchase Order are referred to as “Products”. You should print a copy of these Terms or save them to your computer for future reference.

We may amend these Terms from time to time, therefore please check these Terms to ensure you understand the terms which will apply every time you use the website. These Terms were most recently on the date in the heading above. When we refer, in these Terms, to “in writing”, this will include e-mail.

1. ABOUT RULER ART GALLERY

We operate the website https://www.rulerart.com. Ruler Art Llc. is a company registered in the US, in New York whose registered office is at 525 5th Ave 10016 NY, New York.

Contacting us:

• You can write to us at: Ruler Art Gallery Llc. 425 5th Avenue, 10016 NY, New York,
• email us at info@rulerart.com or
• telephone us at +1 929 309 7814.

If you are emailing us or writing to us please include details of your order to help us to identify it. If you send us any notice by e-mail or by post, then it shall take effect from the date you send us the e-mail or the date following the date of posting.

2. OUR ARTWORKS

The images of the Artworks on our site are for illustrative purposes only. Although we have made every effort to display the colors, forms, textures and any other details accurately, we cannot guarantee for example only that your computer’s display of the colors accurately reflect the color of the Artworks. Artworks actual color may vary slightly from those images.

Additionally, the description of the Artworks which is presented by each Artwork, is meant solely to provide a general idea of the Artwork and certain Artworks may vary in material, size, dimensions or any other descriptive information and we cannot guarantee that the physical Artwork shall be consistent with these details. Talking about art, the works, in a same edition for example only, may vary some from a work to another, even if their visual looks similar, they may not be the same. We suggest you confirm the exact details of an Artwork you are interested in, with our representatives available via our customer service at: +1 929 309 7814.

3. INTELLECTUAL PROPERTY RIGHTS

Copyright, trademarks, database rights and all similar rights in this website and marketing materials are owned by Ruler Art Gallery, its licensors or relevant third party content providers. You may use the information on this site and reproduce it in hard copy for your personal reference only. Such information may not otherwise be reproduced, distributed, stored in a data retrieval system or transmitted in any form or by any means without the prior written permission of Ruler Art Gallery. Nothing in our marketing materials or in this website should be considered granting any license or right under any trademark of Ruler Art Gallery or any third party.

Without express consent you must not:

• • republish material from this website (including republication on another website);
  • sell, rent or otherwise sub-license material on the website;
  • reproduce, duplicate, copy or otherwise exploit material on our website for a commercial purpose;
  • edit or otherwise modify any material on the website; or
  • redistribute material from this website except for content specifically and expressly made available for redistribution. Where content is specifically made available for redistribution, it may only be redistributed within your business or to your clients for presentation only.

4. PRICE; PAYMENT

Buyer shall be solely responsible for any state, local, or federal sales, use, VAT, excise, import fees, or other taxes.  Such taxes will be added to the final invoice prices in those instances in which Seller is required to collect them from Buyer; provided, however, that if Seller does not collect any such taxes and is later asked by or required to pay such taxes to any taxing authority, Buyer will make such payment to Seller. At Seller’s option, prices may be adjusted to reflect any increase in the costs of Seller resulting from state, federal or local legislation or any change in the rate charge or classification of any carrier.  Unless otherwise specified by Seller, all prices are F.O.B. Seller’s shipping point.  The purchase price is due prior to shipment. Invoices unpaid and past due will be subject to a service charge on the unpaid balance at an interest rate equal to the lesser of eighteen percent (18%) per annum or the maximum allowable interest rate under applicable law and Buyer shall be responsible and liable for all expenses incurred by Seller in collection, including reasonable attorneys’ fees.

5.  SHIPMENT; DELIVERY; RISK OF LOSS.

Title to and risk of loss of the Products shall pass to Buyer as soon as the Products are delivered by Seller to the carrier. Each shipment date is approximate, and Seller shall not be responsible for any damages of any kind resulting from any delay in shipment or delivery of any Products. Buyer shall be responsible for all shipping, delivering, handling, storage and insurance charges, such charges to be added to the final invoice or reimbursed by Buyer to Seller upon Seller’s payment of such charges.  Buyer shall be responsible for any customs fees or any additional delivery charges resulting from customs review.

6.  WARRANTY

Seller warrants that the Product is an original work of art of the named artist or a giclee print signed and/or embellished by artist and is sold “as is” and in substantial compliance with the quality and condition portrayed on Seller’s website. SELLER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WHETHER OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR OTHERWISE, ON THE PRODUCTS, OR ON ANY PARTS OR LABOR FURNISHED DURING THE SALE, DELIVERY, INSTALLATION, OR SERVICING OF THE PRODUCTS. Identical images  published using different media, e.g. an original painting, giclee print (poster), image on a website etc., may have very different parameters, including, but not limited to color, brightness, lightness, hue, and therefore may look very different. This is attributable to the  differences between types of media, consequently Ruler Art Gallery Llc. is not responsible for any variance in images.

6. CLAIMS; COMMENCEMENT OF ACTIONS

Buyer shall promptly inspect all Products upon delivery to identify any damage resulting from shipment. Buyer agrees that any damages, and resulting claims, arising from shipment shall be satisfied solely through the insurance policy (the “Insurance”) issued by the insurance carrier covering the Product shipment, and Seller shall not be liable for any claims or damages not covered by Insurance.  All claims pertaining to damage from shipment must be asserted in writing within ten (10) days after delivery of such Product or such claims are waived in perpetuity. Any lawsuit or other action by Buyer based upon breach of this contract or upon any other claim arising out of this sale must be commenced within thirty (30) days from the tender of delivery by Seller.

7. LIMITATION OF LIABILITY

IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR AS THE RESULT OF THE SALE, DELIVERY, NON-DELIVERY, INSTALLATION, SERVICING, USE OR LOSS OF USE OF THE PRODUCTS OR ANY PART THEREOF, OR FOR ANY CHARGES OR EXPENSES OF ANY NATURE INCURRED WITHOUT SELLER’S WRITTEN CONSENT, EVEN THOUGH SELLER HAS BEEN NEGLIGENT. IN NO EVENT SHALL SELLER’S LIABILITY UNDER ANY CLAIM MADE BY BUYER EXCEED THE PURCHASE PRICE OF THE PRODUCTS IN RESPECT OF WHICH DAMAGES ARE CLAIMED.

8. CREDIT; RIGHTS OF SELLER

If Buyer shall fail to pay any indebtedness to Seller promptly when due or if Buyer’s performance or financial condition shall at any time seem to Seller inadequate to warrant an extension of credit, Seller may, if it so elects, with or without demand for any payment past due and without prejudice to any other rights or remedies available to it, take some or all of the following actions:

(a) Require cash payment in advance or on delivery or on presentation of a sight draft attached to a bill of lading or such other security or proof of responsibility as is satisfactory to Seller, as a condition to making further shipments of Products to Buyer or any of its customers (irrespective of whether such shipments are in fulfillment of any order already received and accepted by Seller).

(b) Fill orders previously received by Buyer by shipping Products direct to Buyer’s customers and invoicing said customers as agent for Buyer with the credit risk to be borne by Buyer, and hold the proceeds received from such customers until Buyer is current with Seller.

(c) Cancel any unfilled and unshipped order or portion thereof, by Buyer for Products.

(d) Apply any outstanding credits or loans due Buyer against any indebtedness owing by Buyer to Seller, whether or not due or past due. If Buyer fails in any way to fulfill any of its obligations hereunder, Seller may defer further shipments until such default is corrected or cancel this order and recover damages. Seller shall have a security interest in, and lien upon, any property of Buyer in Seller’s possession as security for the payment of any amounts owing to Seller by Buyer.

9. CANCELLATIONS

After acceptance by Seller, an order shall not be subject to cancellation by Buyer except with Seller’s advance written consent and upon terms that will indemnify Seller against all direct, incidental and consequential loss or damage including, but not limited to, the losses, damages and expenses described in Section 5 above

10. LIMITATION OF ASSIGNMENT

Neither party may assign any of its rights or obligations hereunder without the prior written consent of the other, except that Seller shall have the right to assign them to any company with which it is affiliated or to any corporation into which it shall be merged, with which it shall be consolidated, or by which it, or all or substantially all of its assets, shall be acquired or any other company resulting from a reorganization of Seller or its business segments.

11. ENTIRE AGREEMENT

This document contains the entire agreement between Seller and Buyer and constitutes the final, complete and exclusive expression of the terms of the agreement, all prior or contemporaneous written or oral communications, agreements, forms or negotiations with respect to the subject matter hereof and replaces the same in its entirety. By way of illustration and not limitation, Buyer’s order shall be deemed to incorporate, without exception, all terms and conditions hereof notwithstanding any order form of Buyer containing additional or contrary terms or conditions, unless Buyer shall have expressly advised Seller to the contrary in a writing apart from such order form, and no acknowledgement by Seller of an order by Buyer shall be deemed to be an acceptance by Seller of any such additional or contrary terms or condition. Any acknowledgement by Seller of any order by Buyer is expressly conditional on Buyer assenting to, or otherwise being bound by, any terms or conditions hereof which are in addition or contrary to the terms and conditions of Buyer’s order form. No additional or contrary terms or conditions or modifications may be made to the terms and conditions contained herein except by a written instrument signed by one of Seller’s officers. Stenographical and clerical errors are subject to correction by Seller.

12. GOVERNING LAW

This document and the sale of all Products shall be governed by and construed in accordance with the laws of the State of Georgia, U.S.A. Whenever there is a conflict of laws, the substantive laws of the State of New York, U.S.A. shall prevail.  The parties agree that all disputes shall be filed solely in the court of competent jurisdiction located in State of New York, U.S.A.

13. COPYRIGHT

The Buyer understands and agrees that the copyright (the “Copyright”) to the Products are retained by the original artist compiling the Product, and that the transaction contemplated herein is not a sale or license to the Copyright to Buyer.   Buyer agrees not to reproduce or copy the Product

14. RESTRICTED ACCESS

We reserve the right to restrict access to areas of our website, or indeed our whole website, at our discretion. If we provide you with a user ID and password to enable you to access restricted areas of our website or other content or services, you must ensure that that user ID and password is kept confidential. You accept responsibility for all activities that occur under your user ID or password. We may disable your user ID and password at our sole discretion.

15. UNPERMMITED USE OF THE WEBSITE MATERIAL

• • You must not use our website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website.
  • You must not use our website in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
  • You must not use our website for any purposes related to marketing without our express written consent.
  • You must not use our website to copy, publish or send mass mailings or spam.
  • You must not use our website to copy, publish or send material which is illegal or unlawful, or material which could give rise to legal action under English and other applicable law.
  • All material you copy, publish or send via our website must not be defamatory, obscene, indecent, hateful, discriminatory or inflammatory; such material must not infringe any person’s intellectual property rights or rights of confidence, impinge upon any person’s privacy, or constitute incitement to commit a crime; further, material must not be misleading, deceptive, sexually explicit, threatening, abusive, harassing or menacing.
  • We reserve the right to edit or remove any material posted upon our website.
  • We may take such action as we deem appropriate to deal with the posting of unsuitable material, including suspending or cancelling your account, restricting your access to our website, or commencing legal proceedings against you.

16. HOW WE USE YOUR PERSONAL INFORMATION

We only use your personal information in accordance with our Privacy Policy. Please take the time to read this, as it includes important terms which apply to you.

17.  OUR RIGHT TO VARY THESE TERMS

• We amend these Terms from time to time. Please look at the top of this page to see when these Terms were last updated and which Terms were changed.

18. EVENTS OUTSIDE OUR CONTROL

• We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations that is caused by an Event Outside Our Control. An Event Outside Our Control is defined as any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
• If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:

(a) we will contact you as soon as reasonably possible to notify you; and

(b) our obligations will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Artworks to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.

19. OTHER IMPORTANT TERMS

• Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
• If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
• If you are a business, a Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of New York without regard to the laws that might be applicable under principles of conflicts of law as to all matters, including, but not limited to, matters of validity, construction, effect and performance and both parties agree to the exclusive jurisdiction of the English courts.
• The Terms and Conditions constitute the entire understanding of the parties and supersede all prior discussions, negotiations, agreements and understandings, whether oral or written.
• No change or modification of the Terms and Conditions (including change orders) is valid unless it is IN WRITING AND SIGNED BY ALL THE PARTIES.
• A person who is not party to these Terms and Conditions shall not have any rights under or in connection with them.