Contract of Sale
By accepting this Contract of Sale, the User will accept all legal and contractual purposes:
- London Trade ART Ltd, with registered office at 18 Carlyle Court, London, United Kingdom, SW10 0UQ, (Hereinafter also referred to as "Agent" with power of attorney);
- the User
(Hereinafter also referred to as "Transferee");
- The Agent, granted a power of attorney, with the widest discretion for the sale of the artwork in shares (Art Shares), linked to smart contracts on the Polygon blockchain which assume the form of NFTs;
- The Agent, in exercising the aforementioned power of attorney, intends to sell a share of the Artwork (Art Share) to the Transferee and the Transferee intends to purchase the same share or the entire Artwork;
- The Agent intends to issue the broadest guarantee in regards to the authenticity of the Artwork, issuing appropriate documentation in certifying its authenticity;
- With the exception of derogating from the provisions of this contract, the Transferee and Agent declare that they are well aware of the current copyright legislation and wish to regulate the relationships covered by this contract according to that same legislation.
Therefore, in order for it to be an integral and significant element of this agreement, the Agent and the Transferee will agree and provide as follows:
The Agent guarantees that they have accessibility to the Artwork and that it must be recognised as the exclusive creation of the Artist.
The Agent declares that they have already fulfilled all the requisite formalities, also in terms of reproduction and resale rights, where provided for by the applicable law governing this contract or by any other source of applicable law in order that the Artwork can be sold and that no Authority or Body, the UK or of any other jurisdiction, has or will have any right or claim or position of expectation in regards to the Artwork.
The inaccuracies of the declarations referred to in this article will result in the termination of the contract by reason of law. London Trade Art is under the obligation to return the resulting value of the price indicated in Article 3 below, in addition to compensation for any damage suffered by the Transferee.
The Agent will sell to the Transferee, who will buy the following;
- One or more Art Shares.s Each Art share has been linked to a smart contract based on the blockchain technology, assuming the form of NFT. Upon purchase of the sharese, the Transeferee will receive in their Wallet the metadata to which are attached the following documents: Details of the Artwork; Certificate of Authenticity; Joint Ownership Agreement (in the case of purchase of shares of the Artwork); NFT License;
- The Artwork is identified in the certificate attached to the metadata, also used for the purpose of certifying the Artwork's authenticity, received by the User upon acquisition of the shares/s as an integral part thereof;
- All rights regarding the financial use of the Artwork is restricted to the right to use the image of the Artwork for the sole purpose of creating awareness, promoting and preserving the expressive characteristics and the creative, historical and cultural value of the Artwork itself in the name and on behalf of the principal as indicated in the epigraph. The economic rights arising over the transfer of the artistic work include, for example: the right to display and consult the work to the public; the right to loan the work to private individuals and/or bodies and/or institutions; the right to publish the Artwork's image in books, newspapers, magazines, catalogues, brochures and leaflets also for promotional purposes; the right to disseminate and communicate to the public through the use of any current or future channel, including the Internet without restrictions of area, time, language, purpose or method of use. or which, in the case of the purchase of shares of the Artwork, will otherwise be carried out in accordance with the rules of use, also attached to this contract as an integral part thereof (Joint Ownership Agreement"attached to NFTs metadata”).
The sale was executed as agreed and accepted by the Agent and Transferee at a price equivalent to the amount of Art Shares acquired or the value of the Artwork, gross of any tax charge.
The Agent and the Transferee jointly agreed that the price is inclusive of any obligation arising from this contract, and, in the case of the purchase of shares of the Artwork, without prejudice to the provisions of the Joint Ownership Agreement.
The Agent declares that they have already received the Artwork, physically or digitally. In the case of purchase of shares of the Artwork, the Agent and the Transferee, as jointly agreed, declare that the Artwork will be made available according to the regulations set out under the Joint Ownership Agreement. It will be the Agent's exclusive responsibility to comply with all the formalities, including administrative and customs procedures necessary for the transport and delivery of the Artwork. Any financial burden will be distributed in accordance with the Joint Ownership Agreement.
(Qualities and Defects)
The Agent guarantees that the Artwork is free of defects that make it unsuitable for its intended use or that diminish its value in an appreciable way.
The Agent guarantees that the Artwork possesses the qualities and characteristics indicated in details contained in the NFTs metadata.
(Authorisations and Prohibitions)
The Transferee is prohibited from making copies of the Artwork. It is hereby understood that the Transferee shall hold the Agent unharmed and indemnified in respect of any costs and expenses incurred, actions and claims relating in any way to the unauthorised use of copies of the Artwork on behalf of the Transferee in violation of this Article.
The Agent is under an obligation not to disclose the content of this contract and under any circumstances disclose information relating to this contract, the Transferee, or third parties who have not taken part, save for an obligation to do so under the law or an order of the judicial authority.
The Agent and the Transferee, by mutual agreement, agree on the following criminal clause. It provides that if one of the parties of this contract is in breach of its obligations set out in this clause, the same party will pay a fair and not excessive sum, to be calculated depending on the damage occurred, to the other party upon first request, as compensation for damages resulting from the breach of obligations.
(Economic and financial constraints)
This contract is executed by an exchange of correspondence. This contract will only be registered in the event of such use, with costs and expenses entirely and exclusively borne by the person who gave rise to such registration.
This contract shall be binding for the Agent, in her capacity as Agent, and for the Transferee, their successors and any successor in title. The subsequent nullity of one or more clauses of the present contract does not affect the validity of the contract as a whole. The interest to conclude this contract on behalf of the Agent and Transferee is declared through a prior mutual agreement, regardless of whether any clauses are subsequently declared null or void.
The Agent and the Transferee, jointly agreed that this contract is subject to and governed by the Uk jurisdiction [varying according to the applicable law] and that no alteration of this contract may be made except if executed as a written act or mutual agreement between the Agent and the Transferee.