Service Terms and Conditions | Paul Jackson Fine Art Services

Service Terms and Conditions

1. Application of These Terms

Subject to any signed agreement between Paul Jackson Fine Arts Services Inc. (hereafter “PJFAS”) and its direct customer and/or shipper, owner, consignee or any person or entity claiming legal or beneficial interest in goods (“Customer”) these Service Terms & Conditions govern all services offered by PJFAS (the “Services”). A copy of these Service Terms and Conditions may be made available upon request.

2. Acceptance of Terms

By i) accessing or using this Site, any other PJFAS internet based site, portal, utility or service, (including a PJFAS Customer Inventory Database, show room or artwork dataroom), ii) placing an order for Services, or iii) tendering goods or any property, including, without limitation artwork (the “Goods”) to PJFAS in connection with the Services, Customer agrees on behalf of itself and any company or organization that it represents that it has read and accepts these Service Terms and Conditions.

3. PJFAS reserves the right to modify, amend or supplement its rates, the nature of its Services and these Service Terms and Conditions without notice.

4. These Service Terms and Conditions constitute the entire agreement between PJFAS and Customer. No other representation, warranty, collateral agreement, term, condition (whether oral, in writing or as may be deemed to apply under laws governing Services) shall be binding on PJFAS, unless otherwise agreed to by PJFAS and Customer in writing.

5. In the event of a conflict between these Service Terms and Conditions and any applicable law(s) these Service Terms & Conditions will govern to the extent of any such inconsistency to the extent permitted by applicable law.

PJFAS Services

Transportation Services

6. Local Road Dray Cartage Service

PJFAS will provide local road dray or motor carriage services for goods as set out in and in accordance with the terms of a PJFAS Cartage Slip (“Cartage Slip”) issued by it to Customer. These services will involve PJFAS either:

i) performing the carriage of goods with its own personnel and sourced equipment for the scope and duration of carriage defined in a Cartage Slip issued to Customer either prior to or at the time and place of the receipt of goods for carriage, or

ii) engaging a third party carrier to perform the scope and duration of carriage defined in a Cartage Slip issued to Customer prior to the receipt of goods from a place of origin for carriage. The parties agreed that any bill of lading or transport document issued by such third party carrier shall not offset or contradict any of these Service Terms and Conditions. To the extent that there be any conflict between the terms of such bill of lading or transport document and these Service Terms and Conditions the latter shall govern to the extent of any such inconsistency, with the former being regarded only as a receipt of the goods for carriage.

iii) In the event of a conflict between the terms of a Cartage Slip, these Service Terms and Conditions, the former will govern to the extent of any inconsistency.

iv) Subject to the express terms herein, PJFAS shall assume responsibility as a motor carrier for cargo loss and damage occurring during the scope and duration of a Cartage Slip in accordance with the applicable laws in effect at of the place where the goods were received for carriage.

7. Carriage of Goods Beyond a Local Destination

PJFAS offers a Service involving its issuance of a PJFAS Certificate of Transport (“Certificate of Transport”). A Certificate of Transport may, in accordance with the intended routing for the carriage of goods contemplate and involve the “door to door” carriage of goods, carriage of goods between terminals and by different modes of carriage by motor truck, air and/or ocean carriers, or variations of the foregoing. Depending on the scope and routing involved, a Cartage Slip may be issued in conjunction with a Certificate of Transport.

With this Service:

i) if it issues a Cartage Slip in accordance with paragraph 6 above, PJFAS will perform the Service contemplated therein and make arrangements with third party carriers to perform the remainder of the carriage contemplated in the Certificate of Transport.

ii) If PJFAS has not issued a Cartage Slip, it will then make arrangements with third party carriers to perform the carriage contemplated in the Certificate of Transport.

8. In the engagement of third party carriers for the purposes of a Certificate of Transport, PJFAS may then:

i) make arrangements for the carriage of goods for a Customer by third party a “line haul” motor carrier(s) for shipments intended for delivery elsewhere in North America; and /or

ii) make arrangements for independent third party air and/or ocean carriers (directly or through freight forwarder intermediaries)

as necessary given the scope and routing of a Certificate of Transport.

9. Subject to the express terms herein, PJFAS shall assume responsibility as a common carrier for cargo loss and damage occurring during the scope and duration of a Certificate of Transport, on the following conditions:

i) Paragraph 6 above shall govern over paragraph 7 in respect of loss or damage occurring during the course of carriage under a Cartage Slip.

ii) For any other cargo loss or damage claims, PJFAS shall assume no greater liability and shall be subject to the same defences as any performing third carrier whose services are contemplated in connection with the foregoing. For this purpose, PJFAS is authorized to enter contracts with such third party carriers to perform the actual carriage of goods, subject to the latter’s usual terms and conditions the same being expressly incorporated into these Service Terms and Conditions by reference.

iii) In the event that PJFAS has issued a Cartage Slip which forms a routing component of carriage contemplated by a Certificate of Transport and it not be determined where any transit loss or damage took place any loss or damage shall be deemed to have occurred during the transit covered by the Cartage Slip.

In the event of a conflict between the terms of a Cartage Slip, Certificate of Transport and these Service Terms and Conditions any inconsistency will be resolved in favor of the documents in order as they have been listed.

10. Transportation Service Limitation of Liability

PJFAS’s liability as set forth herein in connection with its issuance of a Cartage Slip shall be governed by the prescribed “uniform bill of lading” or similar deemed contract of carriage terms and conditions in effect in the province of origin, or where there be no such legislation, in accordance with applicable common law. In any event of the foregoing, and notwithstanding sub-paragraph 6a) above, whether or not a value be declared on any carrier issued or shipper supplied bill of lading or transportation document, PJFAS’s liability for loss or damage to goods (regardless of whether the loss or damage results from the negligence of PJFAS) will be limited to the lesser of i) the Customer’s actual production cost or acquisition cost to either replace or repair the lost or damaged goods to their pre-loss condition, less salvage value, or ii) CDN $10,000.

11. When the loss of or damage to the Goods is determined to have occurred during any transport not covered by a Cartage Slip in respect of which PJFAS has issued a Certificate of Transport, subject to sub-paragraph 9 ii) above PJFAS’s liability for loss or damage to goods (regardless of whether the loss or damage results from the negligence of PJFAS) will be limited to the lesser of i) the Customer’s actual production cost or acquisition cost to either replace or repair the lost or damaged goods to their pre-loss condition, less salvage value, or ii) CDN $10,000.

Services Where PJFAS Physically Handles Goods

12. Storage Services

PJFAS will provide Storage services in connection with Customer’s goods in accordance with the instructions and terms contained in a PJFAS Art Storage Receipt (“Art Storage Receipt”). The terms contained in an Art Storage Receipt are deemed to incorporate these Service Terms and Conditions by reference. In the event of a conflict between these Service Terms and Conditions on the one hand and an Art Storage Receipt on the other, the latter shall govern to the extent of any such consistency.

13. PJFAS will assume responsibility for loss or damage to goods while in its direct possession and control following its issuance of an Art Storage Receipt in accordance with the following rules:

i) where the loss has not occurred during the scope of any Cartage Slip, Certificate of Transport or Work Order Confirmation or Crating Work Order Record (as defined below);

ii) where it issues an “Art Storage Agreement” (whether electronically or otherwise) to a Customer, and

iii) strictly and only in accordance with any express conditions therein and with these Terms and Conditions. In the event of a conflict any inconsistency between said express conditions and these Terms and Conditions the former shall govern to the extent of any such inconsistency.

14. PJFAS shall provide Customer an Art Storage Receipt in paper or electronic form upon the tender of goods for storage.

15. The Customer may, subject to PJFAS security and insurance regulations and other reasonable limitations have access to the goods at any reasonable time, provided the Customer or its representative is accompanied by a PJFAS representative whose time may be an additional charge to Customer.

16. PJFAS’s responsibility shall be to provide reasonable care and diligence for goods stored. The quality, condition, contents and value of goods stored are not known to PJFAS other than as declared by Customer and shown on the face of the Art Storage Receipt and/or as may be readily apparent on a cursory inspection of the goods as tendered to PJFAS. PJFAS is not responsible for concealed damage to goods.

17. Without limiting the foregoing, it is specifically agreed that in respect of any Service being the subject of an Art Storage Receipt:

a) All goods are stored at the Customer’s risk of loss, damage or delay caused by or through inaccuracies, obliteration or absence of marks, numbers, address or description, water, sprinkler leakage, floods rain, wind, storm, fire, frost, vermin, heating, deterioration or perishing by the elapse of time, changes in temperature, contact with odours from other goods, inherent defects, lack of any special care of precaution, injury to articles insufficiently protected or arising from the nature of the goods, loss in weight, insufficient cooperage, boxing, crating or packing, ordinary wear and tear in handling, leakage, concealed damage or any cause beyond the control of PJFAS or failure to detect any of the foregoing.

b) Notwithstanding any other provision in these Service Terms and Conditions the legal liability of PJFAS for a Storage Service shall be limited to the lesser of i) the Customer’s actual production cost or acquisition cost to either replace or repair the lost or damaged goods to their pre-loss condition, less salvage value, or ii) 100 times the monthly storage rate on any one package or stored unit with the contents (or, where storage charges are calculated for other than actual storage, maximum $50 per unit). The foregoing is subject to the Customer specifically requesting a higher limit in writing and declaring an excess value to PJFAS, in which case PJFAS, may, at its option, accept such higher liability and assess an additional charge the monthly storage or other applicable rate.

c) Where loss or injury occurs to goods for which PJFAS is not responsible the Customer shall be responsible for the cost or removing and disposing of such goods and the cost of any environmental cleanup and site remediation resulting from the loss or injury to the goods.

d) PJFAS shall not be liable for loss or goods due to inventory shortage or unexplained or mysterious disappearance of goods unless Customer establishes such loss occurred because of Paul’s Jackson’s failure to exercise the care required of it under these Service Terms and Conditions.

Services Other than Transportation and Storage

18. PJFAS offers:

a) Customized Crating or Packaging Fabrication, Display Fabrication, Packing and Unpacking Services,

b) Export Crating Services, and

c) Installation Services / Customer Inventory Database Management / Project Management.

in addition to the Transportation and Storage Services described above.

19. Customized Packaging Fabrication, Display Fabrication, Packing and Unpacking Services

PJFAS will provide Services in the nature of i) the fabrication of customized crating or packaging for goods (other than crating being the subject of paragraph 20 below), ii) the fabrication of displays of art work for exhibition and/or handling purposes, and iii) the packing and unpacking of goods (other than the crating being the subject of paragraph 20 below as reflected in a PJFAS Work Order Confirmation (“Work Order Confirmation”). A Work Order Confirmation means any written document issued by PJFAS to the Customer that references these Service Terms and Conditions, ii) lists details of a Customer’s instructions in the nature of any or all of such service(s) and iii) the pricing to be charged by PJFAS. The terms contained in a Work Order are deemed to incorporate these Service Terms and Conditions by reference. In the event of a conflict between these Service Terms and Conditions and a Work Order Jackson the latter shall govern to the extent of any such consistency.

20. Export Crating Services

PJFAS will provide Services in the nature of the fabrication of crating for the purposes of the export of goods as reflected in a PJFAS Crating Work Order Record. A Crating Work Order Record means any written document issued by PJFAS to the Customer and/or maintained by PJFAS that i) references these Service Terms and Conditions, ii) lists details of a Customer’s instructions in the nature of any or all of such Service(s) detailing and iii) the pricing to be charged by PJFAS. The terms contained in a Crating Work Order Record are deemed to incorporate these Service Terms and Conditions by reference. In the event of a conflict between these Service Terms and Conditions and a Crating Work Order Record, the latter shall govern to the extent of any such consistency.

21. Installation and Deinstallation / Customer Inventory Database Management / Project Management Services

PJFAS will provide services in the nature of i) Installation or Deinstallation, ii) Customer Inventory Database Management and/or iii) Project Management connection with Customer’s goods as reflected in a PJFAS Work Order Confirmation that i) references these Service Terms and Conditions, ii) lists details of a Customer’s instructions in the nature of any or all of such service(s) detailing and iii) the pricing to be charged by PJFAS. The terms contained in a Work Order are deemed to incorporate these Service Terms and Conditions by reference. In the event of a conflict between these Service Terms and Conditions and a Work Order Jackson the latter shall govern to the extent of any such consistency.

22. PJFAS will assume responsibility for loss or damage to goods for the Services described at paragraphs 19 through 21 above Receipt in accordance with these Service Term and Conditions. Further:

i) PJFAS’s responsibility shall be to provide reasonable care and diligence for goods stored. The quality, condition, contents and value of goods tendered to PJFAS area not known other than as declared by Customer and/or shown on the face of a Work Order Confirmation or a Crating Work Order Record and/or as may be readily apparent on a cursory inspection of the goods as tendered to PJFAS. PJFAS is not responsible for concealed damage to goods,

ii) where it issues a Work Order Confirmation or a Crating Work Order Record (whether electronically or otherwise) to a Customer or its representative, and

23. PJFAS General Service Obligations

PJFAS shall:

i) exercise reasonable care in the discharge of its obligations including the selection and instruction of third parties that provide services engaged on behalf of the Customer

ii) If there exist reasonable grounds for departing from any of the Customer’s instructions, PJFAS shall advise Customer of its actions and any additional resulting charges as soon as possible.

iii) PJFAS will perform and/or arrange the services for a Customer within a reasonable time after receiving the Customer’s instructions, always acting with due regard to the interests of the Customer.

24. Customer Obligations Concerning Goods in Respect of All PJFAS Services

i) Customer warrants that it tenders goods sufficient and sufficiently prepared and packaged as applicable for any intended handling, carriage or storage, has notified PJFAS in writing of applicable laws, regulations and instructions governing the goods, and that the tender is in full compliance with declaration, marking, and all requirements of applicable U.S. and Canadian Customs Services, the U.S. Food and Drug Administration and Health Canada, and any other statutes, rules, and regulations of any Federal, state, provincial, and/or local authorities applicable to Customer's goods, including without limitation the offering for transport of Hazardous and/or Dangerous Goods.

ii) Customer warrants to provide timely and accurate information as may be required for the effective and proper provision of Services by PJFAS. Without being in limitation to the foregoing, no explosive or dangerous article that may, in PJFAS opinion create a condition hazardous to any personnel or goods in a warehouse shall be delivered to PJFAS and any such article may, upon being discovered, be destroyed, dumped, sold or otherwise disposed of as PJFAS reasonably deems fit, the whole being at Customer’s risk and expense. PJFAS shall have the right to require the removal from its premises of any other goods of any kind and description, at any time, without stated reasons, upon written notice of not less than 30 days from the end of the current storage month.

iii) Customer shall be deemed to be competent and to have reasonable knowledge of matters affecting the conduct of its business, including terms of purchase and sale, the need for insurance and the extent of coverage available for the type of goods being tendered for shipment, the need to preserve and retain documentation, the need for care to avoid transmitting viruses by electronic communications, the need for confidential handling of information relating to high value goods, the need for effective packaging for goods to withstand the usual rigours of transport and storage handling and all other matters relating to the foregoing.

iv) The Customer warrants that all information in whatever form relating to the general and dangerous character of the goods, their description, bar-coding, marks, number, weight, volume and quantity of the goods, as furnished by the Customer or on its behalf, is accurate and complete at the time the Goods were taken in charge by the Company or any third party whose services it has engaged. The Customer further undertakes to provide independent confirmation of such particulars on the request of PJFAS.

25. Insurance

Absent a special arrangement in writing with PJFAS for the latter to arrange insurance coverage on goods or cargo being the subject of Services herein, Customer shall be responsible to place insurance over its cargo or goods. PJFAS shall have no obligation to place any insurance over and in respect of cargo or goods of Customer.

26. Availability of and Charges for Services

i) Save as expressly set forth in these Service Terms and Conditions Customer shall be liable for all charges, fees and costs set forth in any Service document contemplated in these Service Terms and Conditions or as otherwise agreed to in writing between it and PJFAS. All such charges, fees and costs are payable on net 30 days terms from date of any PJFAS invoice, without offset for any disputes or claims, including freight claims, overcharges, duplicate payments, and or disputed invoices.

ii) All Services are subject to equipment and carrier availability as may be appliable. PJFAS does not guarantee pick up times, delivery time or any particular service time frame unless specifically stated in writing.

iii) All Storage Services are subject to equipment and storage facility availability. PJFAS does not guarantee equipment, or storage facility availability unless specifically stated in writing.

iv) All charges for Services are based on the information provided by Customer. The charges will change if any of the details change as and when a particular service is being performed. It is the responsibility of the Customer to provide and verify correct description(s) of Services required, shipping weights, piece count and other important particulars of goods as applicable to a Service.

v) PJFAS reserves the right to assess a cancellation fee and/or a “rush” surcharge as the case may be for any PJFAS Service booked by customer on less than 24 hours notice to PJFAS and/or where Customer cancels a booked PJFAS Service less than 24 hours before the scheduled performance by PJFAS.

General Terms and Conditions Applicable to all Services

27. Use of Third Party Contractors

PJFAS may involve or engage the services of third party contractors, including carriers in the provision of some or all of the Goods in services offered for a Customer. Without being in limitation to the foregoing, this may include the engagement of:

i) third party carrier(s) to perform all of or a portion of the carriage being the subject of the scope of and/or routing of a Cartage Slip.

ii) third party carrier(s) to perform all of or portions of the carriage being the subject of the scope of and/or routing of a Certificate of Transport.

iii) third party warehousemen or storers of goods in respect of the storage of goods being the subject of any Art Storage Receipt or similar receipt document issued by PJFAS to Customer for the storage of goods.

iv) Any engagement of a third party contractor for the purpose of section 6 i) to iii) above shall be subject to and be in accordance with the usual terms and conditions by which those third parties offer their services.

28. General Limitation of Liability

With the exception of any specific limitation of liability provision above dealing with a particular Service, the liability of PJFAS in connection with any Service (whether such claim involves assertions of negligence on the part of PJFAS and/or any third party acting ont its behalf) will in any event be limited to the lesser of i) the Customer’s actual production cost or acquisition cost to either replace or repair the lost or damaged goods to their pre-loss condition, less salvage value, or ii) CDN $10,000.

In any event of the foregoing where PJFAS engages third parties to perform any Service in connection with Section 27 above PJFAS shall be liable only to the same extent as the third party who performs the carriage or guaranteed service, as may be limited by the conditions on which that party customarily offers its services. In the event of any inconsistency with these provisions, the applicable third party’s service conditions shall prevail.

29. PJFAS shall not be liable for any claims not presented to it, in writing, within 10 days of the date of loss or incident giving rise to such claim. No suit to recover any claim or demand under these Terms and Conditions may be brought against PJFAS unless such suit is filed in a court of competent jurisdiction within 2 years from the date of loss or incident giving rise to such claim.

30. The Customer hereby grants to PJFAS exclusive right to photograph the Goods at PJFAS’ expense and to use such photographs, illustrations or images therefrom, as well as any illustrations, photographs or images provided by the Owner to PJFAS, at any time and for such purposes as it sees fit, whether such purposes are related to the sale of the Goods or not. All rights to any photographs, illustrations or images taken by PJFAS shall be retained by PJFAS.

31. PJFAS is an independent contractor. These Terms do not create any agency, partnership, joint venture relationship, other form of joint enterprise, employment, or fiduciary relationship between the parties, their affiliates, or their respective employees, contractors, or agents.

32. Consequential Damages

In no event shall PJFAS be liable to Customer for consequential, special or indirect losses or damages, whether for delay or otherwise, or for damages of an incidental, exemplary or punitive nature including but not limited to loss of use, market, goodwill or profits which arise from the performance or non-performance of any services contemplated herein.

33. Force Majeure

If the performance of any Services be prevented or delayed by reason of any Act of God, strike, threat of imminent strike, walkout, labor disruptions, fire, pandemic, war, insurrection or mob violence, acts of terrorism, requirement or regulation of government, unavoidable casualty, collision or upset or other reason, whether similar to the foregoing, being beyond the exercise of reasonable control such failure to perform shall be deemed to have not been a breach of PJFAS obligations. In such event the performance of any of PJFAS obligations shall be suspended during such period of disability, and it shall use reasonable diligence to remove such causes of disability as may occur from time to time.

34. Indemnity

The Customer shall indemnify and hold harmless PJFAS, its officers, directors, employees, agents and contractors for an in respect of all duties, taxes, payments, fines, expenses, losses, claims and liabilities including without limitation any storage, demurrage, port or terminal charges and any liability to indemnify any other person against claims made against such other person by Customer unless i) caused or contributed by any negligence or breach of duty PJFAS or ii) for any claims being in excess of the liability of PJFAS as set forth in these Terms and Conditions resulting from or connected with the actions of PJFAS related to any service to which these Terms and Conditions apply.

35. Lien

All goods (and documents relating to goods) shall be subject to a particular and general lien and right of detention for monies owing either in respect of such goods, or for any particular or general balance or other monies owed, whether then due or not, by the Customer or any third party to PJFAS. If these monies remain unpaid for 10 days after PJFAS sends notice of the exercise of its rights to these persons by any means of communication reasonable in the circumstances, the goods may be sold by private contract or otherwise at the sole discretion of PJFAS, and the net proceeds applied on account of the monies owing. PJFAS will not be liable for any deficiencies or reduction in value received on the sale of the goods, nor will the Customer be relieved from the liability merely because the goods have been sold.

36. Law and Dispute Resolution

Customer agrees that these Service Terms and Conditions and any and all services provided by PJFAS are governed by the laws of the province of Alberta. In the event of any claim or dispute arising from the services offered by PJFAS, Customer agrees to submit same to the courts of Alberta, Canada which shall have sole and exclusive jurisdiction over same.