6.1. We are authorised to offer the Work to such prospective buyers and/or their agents as we may decide, subject to notified Instructions.
6.2. Whenever you instruct us to advise you on the sale of a Work, we shall provide you with some or all of the following services to you:
6.2.1. prepare and produce a bespoke Report assessing the available sale options of the Work;
6.2.2. provide in-depth market analysis and strategic advice in relation to the Work;
6.2.3. negotiate the terms of the consignment of the Work with an auction house or private sales agent (as applicable) or the terms of sale if the Work is being sold directly to a purchaser;
6.2.4. oversee (but not carry out) all pre-sale and post-sale logistics until the Work is sold and delivered safely to the buyer;
6.2.5. ensure your anonymity is protected by representing ourselves to third parties as agent for an undisclosed principal, unless otherwise agreed;
6.2.6. liaise with legal and other professional advisors in relation to the sale of the Work;
6.2.7. liaise with heritage and tax advisors if the Work is eligible for any of the tax incentives managed by Arts Council England, including acceptance in lieu, conditional exemption, private treaty sales or cultural gifts;
6.2.8. assist with arranging and agreeing the terms for a museum gifts and loans; and
6.2.9. audit and value your collection.
6.3. We shall consult with you on all material issues concerning your Work including any offers or counter offers we make or receive on your behalf. Subject to your approving the Sale Price, you authorise us to negotiate and sign or otherwise conclude contracts for the sale of the Work in your name or on your behalf, provided the Sale Price is within the Instructions.
6.4. You authorise us to issue invoices on your behalf to the buyer or their agent for the sale of the Work, and agreed to provide us promptly with all the information we require in order to correctly issue the invoice on your behalf. You also irrevocably authorise us to collect payment (or any instalment) for the sale of the Work on your behalf.
6.5. You shall not during our Appointment, without our prior written consent, make offers or quotations or negotiate with or sell, or agree to sell, the Work to anyone, and shall refer all such possible transactions to us. If you act in breach of this clause, we may forthwith terminate our Appointment and you agree to pay to us on demand (or we may deduct from any of your money we hold on account) our Commission as liquidated damages plus any accrued Expenses. You confirm that our Commission represents a genuine pre-estimate of our loss.
6.6. If you, within 12 months after the termination of our Appointment, directly or indirectly sell or agree to sell the Work or any part of the Work to a person who was approached by us on your behalf during our Appointment then you will immediately pay to us on demand (or we may deduct from any of your money we hold on account) the Commission. You confirm that the Commission represent a genuine pre-estimate of our loss. A person will be considered as having been approached by us if we have during our Appointment and on your instruction written to, spoken to or shown the Work or part of the Work or an image of it to the prospective buyer or a representative of the buyer.
6.7. We may at our discretion produce on your behalf marketing or promotional material in relation to the Work, but we are under no obligation to do so unless required to by you. The cost of preparing the marketing or promotional material will become an Expense. The copyright in the text and the photographs and illustrations of the Work contained in any marketing or promotional material belongs to us. You will not reproduce or permit anyone else to reproduce such text, photographs or illustrations without our prior written consent. You will not produce or issue or cause to be issued any marketing or promotional material nor make nor cause to make any public announcements relating to the Work during our Appointment, unless agreed in writing by us.
6.8. You authorise us to accept offers and to commit to sell the Work for a net return to you of the Sale Price, subject only to:
6.8.1. Clause 14 (Our Ceasing to Buy or Sell); and
6.8.2. the Work being in our control.
6.9. Where we irrevocably commit to sell the Work for you within the agreed Instructions, you undertake to perform the sale and you shall indemnify us on demand against all claims, damages and expenses if you fail or refuse to complete the sale or you are otherwise in breach or cause us to be in breach of any contract for sale of the Work.
6.10. If the buyer is unable to obtain an import/export licence for the Work then the buyer shall be entitled to withdraw from the purchase of the Work in which case the sale shall not proceed and all obligations of the parties under any contract for sale shall cease. You agree to pay us all Expenses incurred up to the date of the buyer’s withdrawal.
6.11. If the buyer elects to cancel the sale under the immediately preceding sub-clause we shall return the Sale Price to the buyer within 14 days of receiving the Work back from buyer in exactly the same condition as it left us, or if the Work has not left our custody, within 14 days of the buyer notifying us of its election to cancel the sale.
6.12. You shall indemnify us on demand against all costs associated with the return of the Sale Price to the buyer and the return of the Work to you and against all claims, damages and expenses as a result of the buyer’s notification to us to cancel the sale.
6.13. We shall offer all reasonable assistance to you in enforcing the buyer’s obligations in any contract for sale including the failure of the buyer to pay the Sale Price.
6.14. Unless otherwise agreed in writing, we shall not be required to disclose the identity of the buyer or their principal, advisers or agents to you, even if the information is known to us, and you waive any right you may have to require us to disclose this information. Such failure by us to disclose this information shall not constitute a breach of our agency.
6.15. The Work and title to the Work will only pass to the buyer on receipt by us in cleared funds of the full Sale Price plus any other agreed costs payable by the buyer. Once the buyer has paid the Sale Price and all other sums due to us, we will release the Work to the buyer.