EVER GOLD [PROJECTS] LLC
TERMS & CONDITIONS
(Last updated [April 18, 2025])
ACCEPTANCE OF TERMS
By (i) placing an order; (ii) paying a deposit or any portion of the purchase price; or (iii) sending written or electronic confirmation of intent to purchase with any representative of Ever Gold [Projects] LLC (the “Gallery”), the purchaser acknowledges and agrees to be legally bound by these Terms & Conditions (“Terms”). If the purchaser does not agree, they must refrain from confirming the purchase or remitting payment.
1. FINAL SALE; NON‑REFUNDABLE PAYMENTS
All sales—including but not limited to commissions—are absolute and final. Deposits and subsequent payments are irrevocable, non‑refundable, and not subject to chargeback or offset for any reason, including dissatisfaction with the work, delay, or refusal to take delivery.
2. COMMISSIONED WORKS
2.1 Custom‑Order Status. Every commissioned artwork (“Commission”) is bespoke and non‑cancellable.
2.2 Payments & Security Interest. All monies paid toward a Commission are non‑refundable. Until the Gallery receives cleared funds for the full balance, the Gallery retains a purchase‑money security interest in the Commission and may file UCC‑1 financing statements, withhold delivery, or repossess the work if any payment is disputed or reversed.
2.3 Creative Discretion. The artist retains full creative control within the approved brief. Changes outside scope constitute a new commission and will be quoted separately. If interim approvals are offered, failure to respond within the stated period constitutes acceptance.
2.4 Failure or Refusal to Approve.
(a) If the purchaser withholds approval of a WIP deliverable that is within the approved brief, the artist will make up to one (1) round of reasonable revisions at no additional charge.
(b) If, after such revision—or if the purchaser declines revisions—the purchaser continues to withhold approval, the Gallery may, at its sole option, (i) deem the Commission completed and invoice the remaining balance, (ii) suspend or terminate work and retain all amounts paid as liquidated damages, or (iii) resell or otherwise dispose of the partially completed work.
(c) Under no circumstance shall the purchaser be entitled to a refund of any deposit or progress payment, and the purchaser expressly waives any right to set‑off, chargeback, or claw‑back of funds already paid.
2.5 Timeline. Completion dates are estimates only; delay shall not be deemed breach, nor shall it entitle the purchaser to any refund, offset, or penalty.
2.6 Risk & Title. Title and risk of loss transfer only upon cleared payment of the total purchase price and all associated costs.
3. PURCHASE PRICE; TAXES, DUTIES & TARIFFS
The purchaser is responsible for the full purchase price plus all sales or use taxes, VAT, tariffs, customs or import/export duties, brokerage fees, and other governmental charges.
Tariff Cost‑Overrun. If new or increased tariffs are imposed after the invoice date but before delivery, the purchaser shall remit the additional amount within five (5) business days of notice.
4. TITLE & RISK OF LOSS
Title passes—and risk of loss or damage shifts to the purchaser—only when the Gallery has received cleared funds for the total amount due.
5. SHIPPING, DELIVERY & REFUSAL TO ACCEPT
5.1 Carrier Tender = Delivery. Delivery is deemed complete, and risk passes, when the artwork is (a) tendered to a carrier arranged by either party or (b) the Gallery notifies the purchaser that the work is ready for pickup.
5.2 Refusal or Delay. The purchaser’s refusal, failure, or delay to accept or arrange delivery does not cancel, void, or modify any obligation under these Terms, nor entitle the purchaser to a refund or chargeback.
5.3 Storage & Abandonment. If the purchaser fails to take possession within thirty (30) calendar days after first tender or notice, the Gallery may (a) store the artwork at the purchaser’s sole risk and expense—including reasonable storage, handling, and insurance fees—or (b) deem the work abandoned and exercise all available remedies, while retaining all amounts paid.
5.4 Shipper Liability. The Gallery recommends shippers as a courtesy only and is not liable for their acts or omissions. Claims for transit damage must be made directly to the carrier within 24 hours of delivery, with photographic evidence and a condition report by a mutually chosen professional, paid for by the collector.
6. CONDITION & WARRANTY DISCLAIMER
The artwork is sold “AS IS,” without any express or implied warranties—including merchantability, fitness for a particular purpose, condition, or quality. Images, measurements, and descriptions are approximate and for reference only.
7. AUTHENTICITY
Any certificate of authenticity issued by the artist or Gallery will be delivered upon full payment. Except as expressly stated therein, no other warranties of authenticity are made.
8. CONFIDENTIAL COMMUNICATIONS
All emails, text messages, price lists, invoices, and related correspondence from the Gallery are confidential and intended solely for the addressed recipient. The purchaser shall not disclose, reproduce, or distribute any portion of such communications—including pricing—without the Gallery’s prior written consent, except as required by law.
9. INTELLECTUAL‑PROPERTY RIGHTS
The sale conveys physical ownership only. Copyright and all other intellectual‑property rights remain with the artist or rightful owner. Reproduction, publication, or commercial exploitation of the artwork’s image requires prior written permission.
10. PAYMENT DEFAULT; INTEREST & COSTS
Late balances accrue interest at 1.5 % per month (or the highest lawful rate). The Gallery may recover all costs of collection, including reasonable attorneys’ fees and expenses.
11. LIMITATION OF LIABILITY
To the fullest extent permitted by law, the Gallery’s total liability—whether in contract, tort, or otherwise—shall not exceed the amount actually paid for the artwork. The Gallery shall not be liable for any indirect, special, incidental, consequential, or punitive damages.
12. INDEMNIFICATION
The purchaser shall indemnify and hold harmless the Gallery, its affiliates, and their respective owners, directors, officers, employees, and agents from any claim, loss, or liability arising out of (i) the purchaser’s breach of these Terms, or (ii) the purchaser’s transport, display, storage, or resale of the artwork.
13. FORCE MAJEURE
The Gallery is not liable for failure or delay in performance caused by events beyond its reasonable control, including natural disasters, war, terrorism, epidemics, strikes, or governmental actions.
14. EXPORT & IMPORT RESTRICTIONS
Certain works (e.g., those containing materials regulated by CITES) may require permits. The purchaser is solely responsible for obtaining all permits, paying all fees, and complying with all export/import regulations.
15. GOVERNING LAW, VENUE & ATTORNEYS’ FEES
These Terms are governed by and construed under the laws of the State of California, without regard to conflict‑of‑law principles. Any dispute shall be resolved exclusively in the state or federal courts located in San Francisco County, California, and the parties irrevocably submit to such jurisdiction. The prevailing party in any action or proceeding shall recover its reasonable attorneys’ fees and costs.
16. SEVERABILITY; ENTIRE AGREEMENT; MODIFICATIONS
If any provision of these Terms is held unenforceable, the remaining provisions remain in full force. These Terms, together with any invoice or written agreement signed by the parties, constitute the entire agreement and supersede all prior discussions or writings. No amendment or waiver is effective unless in a signed writing by the Gallery.