Sale & Purchase Agreement

Buyer and Seller agree to the following:

1. Sale

Seller sells the Work described on the attached Work Information Table to Buyer for the Purchase Price subject to the terms and conditions in this SPA, including other terms and conditions incorporated by reference (such as the LiveArt Terms + Conditions incorporated therein by reference, the Shipping Service’s, and the Warehouse’s

2. Delivery of Work and Purchase Price Deposit to Live Art for Escrow

No later than 5 Working Days after signing this SPA, Buyer shall wire the Purchase Price to LiveArt per the Wire Instructions.
Not later than 15 Working Days after signing this SPA, Seller shall cause the Work to be delivered to the Warehouse using the Shipping Service and agrees that the Shipper will, based on a visual scan of the Work, prepare Condition Notes briefly describing any damage or condition issues before the Work is packed and shipped to the Warehouse and that the Warehouse will also do so when the Work arrives at the Warehouse.


LiveArt will notify Buyer and Seller when both the Work and the Purchase Price are received by LiveArt (aka the Complete Receipt Date).
LiveArt will notify Seller and Buyer if any Condition Notes make clear that the Work is in a noticeably different condition from that stated in this SPA based on a visual scan of the Work.


LiveArt will hold the Work and the Purchase price in escrow until either the Closing or the date, if any, that this SPA is cancelled or terminated pursuant to its terms.

3. Insurance

Seller shall insure the Work with all risk, “wall-to-wall” fine-art coverage through a reputable insurer in at least the amount of the Purchase Price and shall bear all risk of loss and damage until the Work is released to Buyer. Seller and any insurer providing coverage waives any right of subrogation against Buyer, the Warehouse, and LiveArt except for their gross negligence and willful misconduct or those of their employees, agents, or representatives.
Immediately upon the passing of title to the Work from Seller to Buyer at the Warehouse, (i) all risk of loss and damage shall pass to Buyer, and (ii) Buyer shall insure the Work with all risk, “wall-to-wall” fine-art coverage through a reputable insurer in at least the amount of the Purchase Price and shall bear all risk of loss and damage thereafter Buyer. Buyer and any insurer providing coverage waives any right of subrogation against Buyer, the Warehouse, and LiveArt except for their gross negligence and willful misconduct or those of their employees, agents, or representatives.


Buyer Review and Acceptance, Closing, etc.
Buyer may, but is not obligated to, (i) review the Condition Notes and/or (ii) arrange via the Warehouse or otherwise to inspect (either personally or via a professional engaged by Buyer) the condition of the Work.

Buyer may, but is not obligated to, research any other aspect of the Work (other than the Seller’s identity) or addressed in this SPA either directly or with the help of one or more professionals (i) engaged and paid for by Buyer and (ii) who are approved by LiveArt and agree in writing to abide by LiveArt’s Terms + Conditions (including non-disclosure/confidentiality).
No more than 5 Working Days after the Complete Receipt Date or as otherwise agreed by Buyer and Seller in writing via LiveArt, Buyer must:
accept the Work and thereby purchase it pursuant to this SPA such that (i) title to the Work shall pass to Buyer in the Warehouse and, (ii) Buyer shall either (x) provide shipping instructions via the Shipping Service, or (y) create an account under Buyer’s name at Buyer’s expense at the Warehouse so that the Work may be held under Buyer’s control and at Buyer’s expense unless and until Buyer decides to transfer the Work from the Warehouse; or
reject the Work by identifying all of the specific sections of this SPA with which either the Work or the Seller do not comply in a Rejection Notice.
If, no more than 5 Working Days from the Complete Receipt Date (or as otherwise agreed by Buyer and Seller in writing via LiveArt), Buyer does not accept the Work or send a Rejection Notice, Buyer shall be deemed to have purchased the Work pursuant to this SPA such that (i) title to the Work shall pass to Buyer in the Warehouse and, if Buyer has not provided other instructions via the Shipping Service a storage account shall be created for Buyer at the Warehouse so that the Work may be held at Buyer’s expense unless and until Buyer decides to move the Work from the Warehouse.