TERMS OF SALE

1. Scope & Nature of Transactions These Terms of Sale (the “Sale Terms”) apply to the sale of Items brokered or sold by The Art Exchange Limited (“Art Exchange”, “we”, “us”) to a buyer (“Buyer”, “you”). No contract is formed on the website. A binding contract is formed only when:

(i) we issue a written invoice/contract following your enquiry and due diligence; and

(ii) you accept and we acknowledge acceptance in writing. These Sale Terms are incorporated into and form part of that contract unless expressly varied in writing.

2. Capacity; Principal or Agent We may act as principal or as agent for the owner/consignor. Where we act as agent, we enter into the contract on the owner’s behalf and owe you no duties beyond those expressly set out in these Sale Terms and any mandatory law.

3. Descriptions, Provenance & Condition (a) Descriptions and condition statements are our opinion, given in good faith based on research, provenance information provided by the owner, and visual inspection.

(b) Condition reports may be supplied on request and form part of the basis on which you purchase.

(c) You are responsible for examining the Item and satisfying yourself as to condition and value. (d) We do not guarantee future value or investment performance.

4. Price, Taxes & Duties (a) Prices are in Nigerian Naira (₦) and/or American USD ($) , unless stated otherwise, are exclusive of taxes, duties, import/export permits, framing, packing, and shipping.

(b) You are responsible for all applicable taxes and duties. (c) If a pricing error is discovered prior to completion, we may rescind or amend the quotation.

5. Payment; Title Retention; Default (a) Payment is due in cleared funds by the date specified on the invoice using the methods we accept.

(b) Title to an Item passes only upon our receipt of cleared funds in full.

(c) We may charge interest on overdue amounts at 3% per annum above the Central Bank of Nigeria base rate (or statutory rate) and recover reasonable collection costs.

(d) If you fail to pay when due, we may, without prejudice to other rights, cancel the sale, resell the Item, and/or retain any deposit.

6. Risk of Loss; Delivery & Collection (a) Risk passes to you on the earlier of:

(i) delivery to your nominated carrier; or

(ii) collection by you or your agent.

(b) We will arrange shipping or collection dates in consultation with you and may require insurance at your cost unless you instruct otherwise in writing.

(c) Delivery dates are estimates. We are not liable for delays caused by carriers, customs, or events beyond our control.

7. Export/Import; Permits & Restrictions You are responsible for obtaining any export/import licenses and for compliance with cultural property laws, CITES, and sanctions regimes. We do not warrant that any license or permit will be granted.

8. Compliance; KYC/AML & Sanctions Completion of the sale is conditional upon satisfactory completion of our KYC/AML and sanctions screening. We may refuse, suspend or cancel a sale where screening raises concerns or as required by law.

9. Returns & Complaints (Limited) (a) Misdescription/Damage: If an Item is materially misdescribed relative to the final invoice/condition report, or arrives damaged, you must notify us in writing within 14 days of delivery with reasonable particulars and evidence.

(b) Remedies: At our option we may:

(i) repair or restore

(ii) replace with a comparable item where feasible; or

(iii) rescind the sale and refund the purchase price (excluding any loss beyond the price paid).

10. Limitation of Liability (Sale) We are not liable for indirect or consequential loss (including loss of profit, revenue or goodwill). Our aggregate liability arising out of the sale of any Item shall not exceed the purchase price actually paid for that Item, except liability that cannot be excluded or limited by law (including fraud or willful misconduct).

11. Force Majeure We shall not be liable for delay or failure to perform due to events beyond our reasonable control, including acts of God, war, terrorism, civil commotion, governmental action, embargoes, epidemics, strikes, lockouts, industrial disputes, failures of suppliers or carriers, utilities or communications outages, fire, flood, or other natural disasters. Time for performance shall be extended by a period equal to the delay.

12. Governing Law & Disputes These Sale Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of the Federal Republic of Nigeria.

Any dispute, controversy or claim arising out of or in connection with these Sale Terms (including their formation, performance, breach or termination) shall be finally resolved by arbitration under the Rules of the Lagos Court of Arbitration (LCA), as in force at the time the arbitration is commenced.

The seat and venue of the arbitration shall be Lagos, Nigeria. The language of the arbitration shall be English.

The arbitral tribunal shall consist of one arbitrator, except where the amount in dispute exceeds USD 200,000 (or its equivalent in Nigerian Naira at the applicable exchange rate on the date the dispute is commenced), in which case the tribunal shall consist of three arbitrators, in accordance with the parameters set out in the Website Terms.

Nothing in this clause shall prevent either party from seeking urgent interim, conservatory or injunctive relief from a court of competent jurisdiction where such relief is necessary.

13. General Entire agreement; severability; no waiver by delay; assignment with consent; notices by email to the addresses set out in the invoice.

13.1 Entire Agreement
These Sale Terms, together with the final invoice and any written sale agreement expressly incorporated by reference, constitute the entire agreement between you and us in relation to the sale of the Item and supersede all prior discussions, correspondence, representations or understandings, whether oral or written. You acknowledge that you have not relied on any statement or representation not expressly set out in these documents, except to the extent that liability for such reliance cannot be excluded by law.

13.2 Severability
If any provision of these Sale Terms is held to be invalid, illegal or unenforceable by a court or arbitral tribunal of competent jurisdiction, that provision shall be deemed modified to the minimum extent necessary to make it enforceable, or, if modification is not possible, severed. The remaining provisions shall continue in full force and effect.

13.3 No Waiver
No failure or delay by us in exercising any right or remedy under these Sale Terms shall operate as a waiver of that right or remedy, nor shall any single or partial exercise preclude any further exercise of that or any other right or remedy.

13.4 Assignment
You may not assign, transfer or novate your rights or obligations under these Sale Terms without our prior written consent. We may assign or transfer our rights and obligations to an affiliate or in connection with a reorganisation, sale of business or assets, or by operation of law, provided that this does not materially prejudice your rights.

13.5 Notices
Any notice or other communication under these Sale Terms shall be given in writing and may be delivered by email to the addresses specified in the invoice or sale documentation (or to such other address as a party may notify in writing). Notices sent by email shall be deemed received on the business day on which they are sent, provided no delivery failure notice is received.

LAST UPDATED: 04/02/2026