Terms and Conditions of Sale
1. TERMS OF SALE.
The buyer is purchasing the Artwork in its present condition.
3. TRANSFER OF OWNERSHIP.
As a marketplace, Testudo does not take title to the Artwork. Title to the Artwork passes directly from the seller to the buyer. Testudo is not a party to any sale but facilitates the sale and charges a commission for that service.
4. INTELLECTUAL PROPERTY AND MORAL RIGHTS.
No intellectual property rights in the Artwork (including, without limitation, any copyright or related rights) shall be acquired or transferred as a result of the purchase of the Artwork hereunder. If such rights are sought, the buyer should contact the relevant intellectual property owner.
Further, the artist retains all moral rights in the artwork, under the Visual Artists Rights Act of 1990 (VARA), (Pub.L. 101–650 title VI, 17 U.S.C. § 106A).
Within five (5) days of the date listed above, Testudo will initiate shipment of the Artwork.
6. FINAL SALES.
ALL SALES ARE FINAL. Upon receipt of the Artwork, it is the buyer’s responsibility to inspect it. If the Artwork is damaged, the buyer must inform Testudo, via email at firstname.lastname@example.org, within five (5) days of receipt of the Artwork at the address provided to Testudo.
7. RESALE RESTRICTIONS.
You, your heirs, and your assigns are strictly prohibited from reselling the Artwork within one (1) year of the date of this invoice. If you seek to resell the Artwork, you must first receive permission from Testudo to do so. If you do not receive permission for resale, you agree to grant the artist first right of refusal to repurchase the Artwork at the original sale price.
8. RESALE ROYALTY.
Upon resale of the Artwork, the artist shall receive five percent (5%) of the total sales price (“Resale Royalty Payment”). If you choose not to the resell the Artwork via Testudo, you shall pay the Resale Royalty Payment to the artist directly. If you choose to resell the Artwork via Testudo, you shall pay the artist only half of the Resale Royalty Payment, while the buyer via Testudo shall pay the other half of the Resale Royalty Payment. The Resale Royalty Payment must be made to the artist within fifteen (15) days of you receiving payment for the resale of the Artwork. Further, the Resale Royalty shall attach to any subsequent sale, and thus you and all subsequent buyers must include the following language, in writing, with the Artwork when it is offered for sale in the future: “A Resale Royalty in the amount of five precent (5%) of the total sales price shall be applied to all subsequent sales of this artwork and paid to the artist.”
If you intentionally destroy, damage, alter, modify or change the Artwork, the artist shall have the right to remove his/her/their attribution to the Artwork. If the Artwork is damaged, you shall consult with the artist prior to the commencement of any repairs or restoration, and if practicable the artist shall be given the opportunity to make any required repairs or restoration. If you do not follow the artist’s instructions, the artist shall have the right to remove his/her/their attribution from the Artwork.
10. NO AGENCY.
Testudo may facilitate communications and payments between parties in a transaction, but Testudo has no agency authority and is not the agent of any party, for any purpose.
11. DISPUTE RESOLUTION.
Any claims or disputes arising out of or related to the sale of the Artwork shall be governed by the laws of the State of New York, excluding its conflict of laws principles. If a dispute concerning the sale of the Artwork arises, you consent to the exclusive jurisdiction of, and waive any jurisdictional objection to, the state courts of the State of New York located in Kings County, and the federal court of the United States District Court for the Southern District of New York.
INFORMATION SHARING REQUEST.
Testudo requests that you inform it if you sell, gift, grant, barter, exchange, assign, transfer, convey or alienate the Artwork or permit the artwork to pass by inheritance or bequest or by operation of law. Testudo kindly requests buyers to share this information to maintain the integrity of its platform’s ecosystem.