The term Winsor Birch Limited or ‘us’ or ‘we’ refers to the owner of the website whose registered office is Froxfield East, Elcot Park, Elcot Lane, Marlborough, Wiltshire, SN8 2BG. The company is registered in England and Wales under registration number 14678987
The term ‘you’ refers to the user or viewer of the website.
The use of this website is subject to the following terms of use:
- The content of the pages of this website is for your general information and use only. It is subject to change without notice.
- This website uses cookies to monitor browsing preferences.
- Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
- Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
- This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
- All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the website.
- Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence.
- From time to time, this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
- Your use of this website and any dispute arising out of such use of the website is subject to the laws of England, Northern Ireland, Scotland and Wales.
Art Market Regulation in the EU
The EU Fifth Money Laundering Directive (5MLD)
In January 2020 a new EU money laundering directive (5MLD) took effect, making the art market across Europe a regulated sector for anti-money laundering purposes. This legislation has been adopted by the UK and has not been affected by Brexit and requires our company to verify the identity of our clients, both new and existing when selling, purchasing or storing artworks valued at 10,000 euros or above. The records that Winsor Birch Ltd requires are similar to the “Know Your Client” processes that banks, law firms and major auction houses already follow.
A Summary of this Legislation
Consignments and invoices for individuals require an original or certified copy of the buyer’s passport and we will need evidence of the buyer’s permanent residential address i.e. a copy of a recent utility bill with the buyer’s name on it. In terms of consignments and invoices for companies, we will require copies of the company’s incorporation documents and details of its Directors and ultimate beneficial owners. Winsor Birch Limited will only accept funds from the individual or company named on the paperwork.
Please be assured that all personal data will be held and processed securely in accordance with data protection legislation and our policies.
Terms And Conditions of Sale
These terms and conditions set out the terms of agreement other than price between you (the buyer) and us (as seller) in relation to the sale and purchase of the item or items identified in the invoice, which we refer to as ‘the Work’
- The Work
1.1. We confirm that we either own the Work or are authorised to sell it on behalf of the owner.
1.2. All statements by us as to the authenticity, attribution, description, date, age, provenance, title or condition of the Work constitute our judgement and opinion only (save that this shall not operate so as to exclude any liability on our part for misrepresentation) and are not warranted by us. We do not accept any liability as a result of any changes in expert opinion which may take place subsequent to the sale.
1.3. While we will on request explain the condition of the Work at the time of the sale and provide any information in our possession about condition for which you may reasonably ask, we will not be responsible for any subsequent deterioration of the Work, however occasioned, after the sale.
1.4. You are responsible for satisfying yourself as to any statements made by us as to the matters set out in clauses 1.2 and 1.3 above.
- Payment of purchase price
2.1. You must pay us the full price for the Work, together with delivery costs, any VAT and any amounts payable to us under clause 4 below but excluding any deposit or advance that you may already have paid, by bank payment, an acceptable credit card (limits applicable), or cheque payment (full payment must be made upon first presentation and cleared for the acceptance to stand) within 28 days after the date of the invoice (unless stated otherwise on the invoice). If we agree with you that the sale is dependent on the issue of an export licence, payment must be made, in the same way, within 7 days after the issue of the export licence. In either case, payment has not been made until we have received cleared funds representing the full amount.
2.2. If you fail to make full payment within the relevant period, we shall charge you interest on the amount unpaid at the rate set out in the Late Payment of Commercial Debts (Interest) Act 1998 or where that Act does not apply at the rate of 4% per annum above Barclay’s Bank base rate from the date when payment was due until payment is made in full.
- Commission payable by us to third parties
3.1. We may pay a commission to any party who has assisted us with the sale of the work to you or who has introduced you to us. We will provide you with details.
- Export
4.1. If the Work is to be exported from the United Kingdom, we will normally make appropriate arrangements for export and shipment and will make a reasonable additional charge for doing so.
4.2. If, contrary to our normal practice, we allow you to make arrangements for export of the Work, you must:
4.3. comply with all requirements of any relevant tax authorities (that is, any authority imposing administrating or collecting any tax, duty or levy including HM Revenue and Customs), any export licensing authorities and any other relevant official bodies and:
4.4. provide us with all the relevant documents showing proof of export without delay and in any event within 7 days from the date of shipment; and
4.5. reimburse to us any sum claimed if HM Revenue and Customs, any relevant tax authorities or any other official body makes any claim against us for VAT, sales tax, use tax or any other expense or penalties resulting from your failure to comply with the relevant requirements for export and import
4.6. When on its sale to you the Work is intended for export, you will be charged for VAT on the Work should it not be exported.
4.7. In any event you will be responsible for paying any taxes including but not limited to import tax, duty, merchandise, sales or user tax that have to be paid in the country of destination whether on shipment or on import or at any other time.
4.8. Unless otherwise agreed in writing, the sale of the Work is not dependent on either us or you obtaining an export licence and failure or delay in obtaining a license will not constitute a basis to cancel a purchase or delay payment for it.
- Risk and Title
5.1. Until the full sum mentioned on the invoice has been paid, received & cleared, ownership of the work detailed in the invoice will not pass to the buyer.
5.2. During the payment process and not before the seller has received cleared funds in full, the buyer may not;
5.2.1. sell, export, dispose of, part with possession of, or otherwise deal with work or attempt to do so; or
5.2.2. in the case of a work consisting of more than one item, separate those items.
5.3. Until ownership of the work has transferred to the buyer, the buyer will serve as the seller's bailee and undertakes that during that time he will:
5.3.1. ensure that any of the seller's identifying marks are clearly evident on the work;
5.3.2. safely isolate the work from his/her own goods and any other people's possessions when storing it on his/her property.
5.3.3. at all times permit the seller or the seller’s representative access to the work and its place of storage for the purposes of inspection.
5.3.4. maintain the work in its original condition and not attempt any changes whatsoever including: repair, restoration, cleaning or reframing.
5.4. At delivery/collection, the buyer assumes the risk. Therefore, the buyer must take the necessary steps to adequately insure ‘the work’.
5.5. If the buyer fails to pay in full for the work in accordance with this Agreement and/or as provided for in paragraph 2 hereof or is in breach of paragraphs 4 or 5 or if at any time before cleared payment in full an act or proceeding occurs or commences whether in the United Kingdom or elsewhere involving the buyer's solvency such as the presentation of a winding up petition or bankruptcy petition or the convening of a meeting to wind up voluntarily or application for an interim order for a voluntary arrangement or for the appointment of an administrator or the appointment of an administrative or other receiver or if the buyer does or fails to do anything which may in any way imperil the title of the seller to the work the seller my at any time thereafter reposes the work and/or avoid the sale with or without notice and the buyer agrees that for this purpose he will at the seller's request return the work to the seller at such address as the seller may nominate or at its option the seller may enter the premises where the work is kept and the buyer shall at the seller's request inform it of its whereabouts. Where the work consists of more than one item the right of repossession extends to all those items.
- Liability of Seller
6.1. The seller guarantees that they are authorised to sell the work.
6.2. The buyer and the seller agree that after six years from the date of the work’s delivery to the buyer, all liability of the seller to the buyer and all rights of the buyer against the seller with regards to the work, however arising and of whatever nature, shall be terminated. Notwithstanding in terms of proposed returns post sale, Winsor Birch Limited (acting as agents for the seller) does not accept responsibility for any returns or refunds. Any such concern should be raised with Winsor Birch Limited within 7 days of purchased
6.3. It is noted that Winsor Birch Limited is an agent for the seller.
6.4. This paragraph does not prejudice the buyer's statutory right pursuant to Section 32 (1a) and (1b) of the Limitation Act 1980. Arbitration
6.5. All claims disputes and differences of whatsoever nature and whensoever arising in relation to, arising out of, or in connection with this agreement including (but without prejudice to the generality of the foregoing) those relating to the rights, liabilities or duties of the parties are to be referred to a single arbitrator who should be a Queen's Council practicing at the Bar of England and Wales who should be chosen by agreement of the parties and in default of agreement within 28 days of a request by either of them to approve the appointment, by the Chairman for the time being of the Bar of England and Wales on the application of either party. The arbitration shall take place in London, England and the award and the findings of the arbitrator shall be binding upon the parties. Any request pursuant to this paragraph shall be made in writing, sent by post to the principal place of business of the seller at the time of posting, or to the last known address of the buyer, and shall be deemed to have been delivered on the third day after posting. For this purpose, the date of commencement of the arbitration shall be as defined in Section 34 of the Limitation Act 1980.
6.6. With the exception that the buyer recognises the seller's right to request and the High Court's authority to grant, interim and relief, namely injunctions, Mareva and Anton Piller Orders, and orders for the preservation, interim custody, detention or inspection of the work, no action shall be brought in relation to any dispute or difference referred to in paragraph 10 above, until the arbitrator appointed in paragraph 10 above has conducted an arbitration and mad his award thereon.
6.7. English law is the appropriate law for this Agreement. The parties irrevocably submit to the exclusive jurisdiction of the High Court of Justice of England and Wales over all disputes arising from or related to the Agreement, insofar as any Court has jurisdiction.
6.8. This Agreement is contingent on the proper authorities approving any necessary export licences, which the buyer shall do his best efforts to secure, if the work that is the subject of this Agreement is to be exported by the buyer from the United Kingdom.
6.9. Where the work which is the subject of this Agreement is to exported from the United Kingdom and Value Added Tax has not been charged because, by reason of such intended export, the work is zero rated or not subject to Value Added Tax, the buyer shall take all necessary steps to export the work within the time limits and in accordance with the formalities laid down by HM Customs and Excise and shall formally notify the Customs and Excise Authorities of the said export and shall complete such documentation as they may require. The buyer shall indemnify the seller against any claims made against the seller for Value Added Tax or any other expenses or penalties by HM Customs and Excise due to the buyer’s failure to observe the formalities referred to herein.
6.10. The buyer will not be permitted to use set-offs, and any amounts owed to the seller must be paid in whole without any deductions. The seller will have the right to acquire and enforce judgements in the case of non-payment without the buyer's crossclaim being resolved.
6.11. This Agreement's benefits and any rights granted hereunder are not transferable by the buyer, with whom they solely and exclusively remain.
6.12. Any notification given in accordance with or related to this Agreement must be in writing, sent by postal service to the seller's registered office at the time of posting, and in the case of the buyer, mailed to his most recent known address. The notice will be deemed delivered on the third day following its mailing.
6.13. These conditions shall not apply in the event of a consumer contract within the meaning of the Unfair Contract Terms Act of 1977 to the extent that they would be declared void or unenforceable by virtue of its provisions.
6.14. These terms are the only ones on which the seller and agent representing the seller are willing to sell the work. They supersede any previous terms that may have appeared in any documentation from the seller or any of the seller's agents. By placing an order or accepting delivery of the work, the customer consents to their application to the exclusion of any additional terms in existence.
6.15. No term or condition in this agreement may be changed in any way or waived other than in writing and signed by both the buyer and a director acting on behalf of the seller.