Terms and Conditions of Sale

Last Updated: February, 2022

SECTION 1: PURPOSE AND EFFECT
1. Please read these Terms and Conditions of Sale (“Conditions”) and only proceed with your purchase if you wish to be bound by them. Please contact Odd Bird Art Pte. Ltd. (“us” or “we”) if you wish to discuss any of the terms.
2. Kindly read these Terms and Conditions of sale and only proceed with the purchase of an item if you wish and agree to be bound by them.
3. These Conditions constitute the entire agreement in relation to the sale and purchase of art (and any other items) identified on the invoice (“Item”) for the price stated on the invoice (being the agreed price for the sale of the Item to you) (“Purchase Price”).
SECTION 2: AUTHORITY TO SELL
1. To the fullest extent that is permitted by law, no other terms express or implied shall apply to the sale of Items by us to you.
2. We hereby confirm that to the best of our knowledge that we either own the Item or that we are authorized to sell the Item on behalf of the owner.
SECTION 3: VARIATION
1. All sales of items by us are subject to these Conditions. No variation or modification of these terms and conditions will be binding on us or you unless the same has been agreed upon and put in writing.
SECTION 4: ACCEPTANCE
1. Without limiting how these terms apply, acceptance of these terms shall be demonstrated by you through:
  1. your signature or that of your agent on the invoice of payment;
  2. making a full or partial payment of the Purchase Price;
  3. any other words or conduct that demonstrates you or your agent’s utters or does to signify acceptance (for example when you or your agent accepts our offer to buy an Item which offer will always be subject to these terms); or
  4. by your signature or that of your agent on the delivery note.
SECTION 5: CANCELLATION AND LOSSES THEREOF
1. No agreement may be canceled by you after you have made payments to us for an Item unless there is wrongful delivery.
2. You shall on demand indemnify and keep us indemnified in full against all loss, costs (including legal fees and court costs), and expenses incurred by us as a result of the agreement being breached in any way in full or in part.
3. We may, but are not obliged to, mitigate our losses, liabilities, costs, and expenses.
4. We may be required to make good any losses which are caused to you by us should any breach or loss arise out of these Conditions. You shall be required to mitigate losses, liabilities, costs, and expenses that arise out of these Conditions.
SECTION 7: ORDER AND SPECIFICATIONS
1. No order submitted by you shall be deemed accepted by us unless the same is confirmed by us through writing or otherwise any notification through email or by shipping of Items to you.
2. You will be responsible to ensure that there is accuracy in the terms of your order during the check-out process or through any other means by which you make an order by ensuring an accurate selection of Item(s) and accurate quantity of Items.
3. We shall not be liable for any consequences of inaccuracy on your part. We shall not issue a credit note nor shall we be bound to change the order for you unless in our opinion we deem it reasonable to do so. In any case that we agree to change the order, we may issue a partial refund less our variation costs.
4. The description, quantity, and quality of the Items shall be those which have been set out in our quotation or your order.
5. If an order has been accepted by us and you have further made partial or full payment for the order, you shall not cancel the order unless we agree in writing. You shall be required to indemnify us in full against any losses and costs including and not limited to loss of profits, labor, materials, charges, and expenses incurred by us as a consequence of your cancellation.
SECTION 8: PAYMENT OF PURCHASE PRICE
1. You shall pay us the invoice Purchase Price for the Item, together with delivery costs, any VAT (if the applicable law requires), and any amounts payable to us under a sale. The method of payment shall be a bank transfer or such other methods as we agree or provide for in our services or our website when you check-out or within 30 days of the date of the invoice.
2. Payments to us shall be deemed received or acknowledged when we have cleared funds. Without any prejudice to any other legal recourse, right or remedy we may have under this agreement or under the law, we are entitled to charge interest on late payments for Items that are purchased in bulk or when the payment is made using other methods other than check-out.
3. You agree and acknowledge that you shall not be entitled to withhold payment of any amount payable to us because of any loss, dispute, or claim by you whether by way of set-off, counterclaim, or other deduction. We have dispute and compliant mechanisms which you can use for any losses, damages, or disputes which you wish to file or notify us of. You can use our email (support@oddbird.art) or use the services provided in our website for filing any complaints and disputes relating to these Conditions or purchase of an Item.
4. We have reserved the right to require you to present any such documents as we may require or as the law requires to confirm your identity. If payment or part payment of the Purchase Price is made by a third party other than you, we may request further documentation to confirm their identity and the relationship that the third-party has with you. We reverse the right and discretion to decline payment of the Purchase Price by third-parties.
5. We reserve the right, by giving written notice to you, at any time before the shipping of the Item, to increase the Purchase Price or costs related to reflect an increase in costs because of factors beyond our control including and not limited to increased shipping costs.
SECTION 9: DELIVERY OF THE ITEM AND PASSING OF RISK
1. Delivery of the Item or shipping will be commissioned after we have received the Purchase Price or after payments have been cleared. Should there be any payment issues, we will inform you immediately.
2. We shall only ship and deliver an Item to the address which you have provided to us or which both of us have agreed in writing. We use third-party carriers and delivery services depending on your locality, state, country, region. You may be responsible for shipping costs unless we have waived them. Should we waive the shipping cost, we will notify you during the check-out process.
3. We shall only be responsible for the Item’s risk of damage, loss, and insurance before the Item is delivered to the buyer.
4. Any losses or damages which happen to the Item before shipping of an Item shall be covered by us or terms of our insurance then in effect.
5. We shall not be liable for any liability for loss of profit, business, revenue, or incidental, consequential, or exemplary damages.
6. The dates quoted for delivery are approximations. Delivery will depend on the carrier and other factors beyond our control once we have shipped the Item. We will take reasonable steps to ensure that shipping of an Item is done within three (3) days of the receipt and confirmation of the Purchase Price. We will notify you of the shipping details and tracking number once we have shipped the Item. If there are any delays with shipping on our part, we shall also notify you immediately. You are also advised to follow up with the carrier or the delivery company to track your Item.
7. Dates quoted for delivery are approximate and we shall not be liable for delay. You agree that time of delivery shall not be of the essence nor capable of being made of the essence under these Conditions. You shall be required to furnish us with any relevant documents and information to facilitate shipping and delivery.
SECTION 10: PASSING OF OWNERSHIP
1. The ownership and title to the Item shall not pass from us to you unless we have received the full Purchase Price and cleared the funds due and owning with respect to the Item and any further amounts such as taxes and delivery fees and we have been satisfied to the fullest of your identity or that identity of the third-party payer.
2. The passing of title or property of the Item from us to you will not extinguish any rights which we may have against you under applicable laws. Once the title has passed to you, you will be responsible for any losses which are occasioned by third-parties such as carriers. Our responsibility will extinguish once we ship the goods and we notify you of the same shipment and tracking details.
3. If possession of the Item is with you without the full payment of the Purchase Price is made, you will be considered as a bailee or an agent under these Conditions.
SECTION 11: EXPORT AND LOCAL TAXES
1. If the Item is to be exported to the United Kingdom, the United States, Canada, Australia, and the European Union by us to you, we may make appropriate arrangements for export and shipment and may make a reasonable additional charge such as sales tax depending on the applicable law for doing so. We shall also charge sales tax and remit the same if the applicable law in your jurisdiction mandates us when you reside in a third country located outside the countries outlined hereinabove.
2. When the applicable law requires payment of customs fees and sales tax at the point of entry, you will be responsible for paying any taxes or duty including but not limited to import tax, duty, merchandise, sales or use tax that have to be paid in the country of destination. We shall only collect sales tax and remit the same if the law requires us to do so otherwise the responsibility remains with you.
SECTION 12: BREACH BY YOU
1. Failure to pay full Purchase Price or as agreed otherwise or acting contract to payment clauses above will be considered as a breach of the contract for sale by you. Further, it shall be a breach when you provide fraudulent payment details or when you use a third-party payment person without notice to us or without verifying the same with us.
2. Failure to deliver shall be a breach on our part. We shall only be responsible for the purchase price if we fail to ship the Item to you.
SECTION 13: LIMITATION OF OUR LIABILITY
1. Any claim against us shall be commenced within a time of six years from the date of purchase or payment of the Purchase Price. If the claim concerns complaints of fraud or deliberately concealed material facts concerning the Item, the claim shall be brought within three years after discovery or could have discovered it if you were reasonably diligent.
2. You agree that we shall not be responsible for any claim whether under negligence or contract law after the above periods. Further, we shall not be liable for loss of profits, damages, business, or revenue which you may suffer or incur other than the Purchase Price.
3. If we are liable in any way, our liability will be limited to the amount of the Purchase Price which you have paid to us. Nothing in the clauses above limits or excludes our liability for fraud or fraudulent misrepresentation or wilful default on our part or our agents. Our liability will not extend to the acts or omissions of third-party carriers.
SECTION 14: RESCISSION
1. We reserve the right to rescind a sale upon notifying you when there is an adverse claim made on the Item by a third party or when the Item no longer becomes available for shipment.
2. If we decide to rescind the sale, we will promptly return and refund the Purchase Price to you as soon as practicable. The refund of the Purchase Price paid which we will constitute your sole remedy and recourse against us when we rescind a sale contract.
SECTION 15: INTELLECTUAL PROPERTY AND COPYRIGHT
1. The intellectual property and copyright subsisting in all images, art, and other materials produced in the Item for the sale shall be owned by us or our affiliated third-parties. The copyright and intellectual property shall only be used with our permission.
2. We reserve the right to use any such images, art, and other materials at our discretion after the sale of an Item to you. The sale of the Item to you does not assign, license, or transfer any intellectual property to you.
3. During the time or period that the copyright or intellectual property is protected, the copyrighted and intellectual property on the Item shall remain with us, our affiliates, or persons who authorized us to use the copyrighted work or sell Items produced using the copyrighted material.
4. The sale to you is for the Item and not the right to reproduce copies of the Item or its photographs for distribution, publication, or any other act restricted under applicable copyright laws.
5. If you are a merchant or a business purchasing in bulk and reselling the Items, you are required to contact us and seek our approval for you to use the images and photographs of the Items for your business or on your website.
SECTION 16: NOTICES
1. Any notice to be communicated to us or that we may give to you in connection with the sale of any Item shall be in writing and communicated by email or post to our address on our invoice or to your last known address which you provide to use in checking out or in the registration to our website.
SECTION 17: LAW AND JURISDICTION
1. These Conditions and any non-contractual obligations that arise out of or in connection with the Conditions shall be construed according to the laws of Singapore.
SECTION 18: ARBITRATION
1. Without prejudice to any other clause in these Conditions, you or we may, by giving written notice, elect to have any disputes arising out of, or in connection with, the sale and purchase of any Items to be referred to a single arbitrator in Singapore. See our Terms of Service for more information on arbitration.
SECTION 19: ENTIRE AGREEMENT
1. The Parties hereby agree and acknowledge that by agreeing, neither of them shall rely on, in respect of, any terms, conditions, clauses, statement, representation or warranty, negligently or innocently made to any person (whether the party to this agreement or not) including without limitation any representation made before agreeing, other than terms as expressly set out in these Conditions.
SECTION 20: ]ASSIGNMENT
1. The benefit, duties, and obligations under these Conditions shall not be assignable by you. We reserve the right to assign and sub-contract our obligations.
SECTION 21: SEVERABILITY
1. Should any clause(s), warranty, or provision these Conditions be found and declared unenforceable and invalid under any applicable law in part or in full, that part or clause shall be deemed severed from the remaining terms and conditions in the Agreement and those remaining terms shall remain enforceable and valid.
SECTION 22: THIRD PARTIES
1. Neither of the parties under this agreement intends any clauses or terms of the Contract to be enforceable or relied upon by a third-parties.
SECTION 23: FORCE MAJEURE
1. No party in the agreement shall be held accountable, responsible, or liable for any breach, damages, or losses which are outside the control of the party or caused by events outside the party’s reasonable control or caused by events that occur naturally beyond the reasonable control of a party.

CONTACT DETAILS

Business Name: Odd Bird Art Pte. Ltd.

Business Address: #14-04, Singapore Business Federation Centre, 160 Robinson Road, Singapore 068914

Business Phone Number: +65 9851 3099

Email Address: info@oddbird.art

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