LOAN AGREEMENT
This Loan Agreement is made and entered into on the following terms and conditions by Bradford Museums, Galleries & Heritage and ………………………………… (hereafter referred as the Borrower)
Venue
Clause 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. Schedule 1 Schedule 2
Title Definitions Loan period and Object(s) to be lent Obligations Transport Packing and Conservation Costs Insurance/Indemnity Care of object(s) whilst on loan Security and Safety of object(s) Reproduction Acknowledgement Entire Loan Agreement Assignment Confidentiality Partnership Force Majeure Termination on Change of Control or Insolvency Termination on Default Service of Notices and Communications Variations Arbitration Third Party Rights Law Precedence of Conditions Inventory of Loan Object(s) Additional Special Conditions
1.0 1.1
Definitions „BMGH‟ shall mean Bradford Museums, Galleries & Heritage, for whom the Loan Agreement is being carried out and shall include its legal representatives, successors and assignees. „Borrower‟ shall mean ……………representatives, successors and assignees. „Venue‟ shall mean…………….. „Object(s)‟ shall mean those articles in the Inventory of Loan Object(s), Schedule 1. „Loan period‟ shall be that time specified in Clause 2.1 below. A short-term loan shall mean between one week and 12 months. A long term-term shall mean between 12 months and 5 years. All loans shall be negotiable for review and renewal after 5 years. Loan period and Object(s) to be lent BMGH agree to lend the Borrower the Object(s) on the attached inventory of Loan Object(s), Schedule 1, for public exhibition from………..20 to…………. 20 at the venue stated above. After which the loan will be subject to a further review by both parties. The loan may be terminated by either party on receipt of at least three months written notice. Obligations The obligations of both parties to this Loan Agreement will be in accordance with these conditions and the attached Schedules. The Borrower undertakes to inform BMGH if the name or contact details of the person responsible for the loan change, or if the Venue itself changes its name or status. Should the loan be terminated, the Borrower agrees to pay the cost of returning the objects. Transport arrangements must adhere those laid out in section 4.
1.2 1.3 1.4 1.5
2.0 2.1
2.2 3.0 3.1 3.2
3.3
3.4
BMGH reserves the right to make periodic or occasional inspections of the object(s) on loan.
4.0 4.1
Transport Arrangements The Borrower agrees to pay the cost of packing, collecting and transporting the object(s) to the Venue. Transport arrangements must be discussed and agreed with relevant BMGH staff. BMGH reserves the right to nominate a courier to accompany the object(s) at the installation and de-installation of the display at the Venue. The courier will be responsible for overseeing the depacking, condition checking and installation at the Venue and the re-packing, condition checking at de-installation. Our courier should be provided with sufficient subsistence to cover transport, accommodation, meals and other reasonable expenses incurred during the course of the trip. Should the loan be terminated BMGH reserve the right to nominate a courier to accompany the object(s) in transit and be responsible for overseeing the de-installation, packing, condition checking at the Venue. Our courier should be provided with sufficient subsistence to cover transport, accommodation, meals and other reasonable expenses incurred during the course of the trip. Conservation and Packing Costs The Borrower will cover the cost of any conservation work that is necessary during the period of the loan or due damage which occurs while the objects are on loan. (see 8.8) Should the loan be terminated the Borrower will be responsible for the cost of packing the objects for return. Insurance/Indemnity The Borrower will cover the costs of insuring/indemnifying the object(s) from the period they are removed (within BMGH premises) to and during their installation at the Venue and their return to within BMGH premises.
4.2
4.3
5.0 5.1
5.2 6.0 6.1
6.2
BMGH agrees to lend the objects on receipt of copy insurance/government indemnity documentation prior to the date of the loan period (see 2.1). Care of the Object(s) whilst on Loan The Borrower will be responsible for the safety of the BMGH loan and will exercise the same care as it does with its own collections. It will be prepared to complete the BMGH „Loan Request Form‟. Movement will be restricted to a minimum and will be carried out by staff who are experienced in handling works of art and material of „museum quality‟. The Borrower will remove the object(s) from display in the event of any refurbishing or decorating work at the Venue. The Borrower will inform BMGH in advance in writing of any plans to remove the objects from display, for whatever reason. When not on display, the objects must be stored in a climate controlled and secure store at the Venue, with access limited to appropriate staff. The Borrower will inform BMGH immediately (short-term loans) or no less than three months (long-term loans) in advance of an intention to move the object(s) to another building. The Borrower agrees to display the material in a secure manner and to make their best endeavours to ensure that the object(s) will not be able to be touched by visitors. They should not be placed in the direct route of gallery tours or where people can lean against them. Any variations from the display conditions must be agreed with BMGH. The Borrower undertakes to provide a stable and dust free environment for the object(s). Unless otherwise specified on the schedule of objects, this will be at a temperature in the range 18-25 degrees C and relative humidity in the range 40 – 65% with fluctuations of no more than 5% within an hour. All humidity and heating controls should operate 24 hours a day during the period of the loan. The object(s) will not be subjected to excessive light levels. Both daylight and florescent lighting will be filtered with a suitable UV absorbing material so that the UV radiation is below 75
7.0 7.1
7.2
7.3
7.4
7.5
7.6
microwatts per lumen. Lights will be turned off in non-public hours. The table below indicates ranges that shall not be exceeded. Furniture: 150-200 lux Oil Paintings 100-200 lux Watercolours 50 lux Costume/textiles 50 lux Natural Sciences 50-100 lux 7.7 The Borrower must ensure that no other item is placed on or against the object(s) on loan from BMGH unless agreed in writing. The Borrower must ensure that the object(s) is not placed near air intakes, exposed draughts or direct sources of heat. Security and safety of the object(s) The Venue must be prepared to complete the BMGH „Loan request Form‟ and satisfy the following security conditions: Modern fire/intruder alarm with „Redcare‟ line to central control station. Regular invidulation during opening hours. 8.2 Smoking must be prohibited in the space containing the objects. Eating and drinking in the space containing the objects must only be under controlled circumstances such as private views. No conservation work or any other treatment may take place without the written approval of BMGH, even in the event of an emergency. Routine cleaning of objects is permissible but approval of the method should be sought from BMGH in advance. The Borrower must maintain a location list of all objects on loan from BMGH and must physically check the presence of the objects and their condition at intervals of no less than one year (long-term loans). The Borrower may be asked to complete a form with details of this stock-check once annually.
7.8 8.0 8.1
8.5
8.6
8.7
The Borrower may use temporary tags to identify BMGH objects but should not mark objects in a permanent fashion, and may not use adhesive labels of any kind. Any damage or loss to the BMGH object(s), regardless of who is responsible, is to be immediately reported by the Borrower. A telephone, fax or e-mail must be made immediately. The Borrower must ensure that BMGH receives a written report, condition report and photographs showing damage within 3 days. If any object is damaged during the loan period, the Borrower will cover the necessary costs of inspection by BMGH staff, including travel fares and accommodation at standard BMGH rates, or the removal of the object(s) from the exhibition. Any theft or breach of security during the period of the Loan Agreement should be reported, even if the object(s) is not directly affected. Photography No photography or filming of individual objects for commercial purposes is allowed. General views of galleries that contain BMGH objects may be taken for press and publicity purposes. Any photography that does take place must be supervised by a responsible member of staff, and only they may move or handle the object(s). All publicity material using BMGH images or the BMGH logo must be approved in advance by BMGH.
8.8
8.9
9.0 9.1
9.2
10.0 Acknowledgement 10.1 The Borrower will acknowledge the BMGH‟s loan on labels and in any guide or catalogue as follows: Bradford Museums, Galleries & Heritage 11.0 Entire Loan Agreement 11.1 This Loan Agreement is the entire Loan Agreement between BMGH and the Borrower and shall supersede any previous Loan Agreements whether in writing otherwise. Any variation shall only be by written consent of both Parties.
12.0 Assignment 12.1 Neither Party shall assign any of it obligations under the Loan Agreement without prior written consent of the other Party, which shall not be unreasonably withheld. 13.0 Confidentiality 13.1 The Borrower and BMGH undertake to treat with confidentiality any contracts made with each other or with any Third Party relating to the Loan Agreement. 13.2 The Borrower and BMGH shall keep confidential all other information of the other Party designated as confidential obtained under or in connection with the Loan Agreement and shall not divulge the same to any Third Party without prior written consent of the other Party, except for the performance of the Loan Agreement. 13.3 The provisions of this Clause shall not apply to any information in the public domain otherwise than by breach of the Loan Agreement: 13.3.1 information in the possession of the receiving Party thereof before divulgence as aforesaid; 13.3.2 information obtained from a Third Party who is free to divulge the same. 13.4 The Borrower and BMGH shall divulge confidential information only to those employees who are directly involved in the Loan Agreement and shall ensure that such employees are aware of and comply with these obligations of confidentiality. 13.5 The provisions of this Clause shall continue in force notwithstanding the termination of the Loan Agreement. 14.0 Partnership 14.1 Nothing in this Loan Agreement shall constitute the Borrower as the Agent or partner of BMGH and, except as expressly permitted by this Loan Agreement, the Borrower shall not have any authority to use the name of BMGH for any purpose whatsoever.
15.0 Force Majeure 15.1 Neither Party shall be liable to the other Party by reason of any failure or delay in performing its obligations under the Loan Agreement which is due to Force Majeure, where there is no practicable means available to the Party concerned to avoid such failure or delay. 15.2 If either Party becomes aware of any circumstances of Force Majeure which give rise to any such failure or delay, or which appear likely to do so, that Party shall promptly give notice of those circumstances as soon as practicable after becoming aware of them and shall inform the other Party of the period for which it estimates that the failure or delay will continue. 15.3 For the purpose of this Clause, “Force Majeure” means any event or occurrence which is outside the control of the Party concerned and which is not attributable to any act or failure to take preventative action by the Party concerned, but shall not include any industrial action occurring within the Borrower‟s organisation. 16.0 Termination on Change of Control and Insolvency 16.1 BMGH may terminate the Loan Agreement by written notice having immediate effect if: 16.1.1. The Borrower undergoes a change of control, within the meaning of section 416 of the Income and Corporation Taxed Act 1988, impacting adversely and materially on the performance of the Borrower; or 16.1.2 where the Borrower is an individual or firm, the Borrower or any other partner in the firm becomes bankrupt or has a receiving order or administration order made against him/her; or makes any compromise or arrangement with or for the benefit of his/her creditors; or appears unable to pay a debt within the meaning of section 123 of the Insolvency Act 1986; or similar event occurs under the law of any other jurisdiction within the United Kingdom; or 16.1.3 where the Borrower is a company, the Borrower passes a resolution or the Court makes an order that the Borrower be
wound up otherwise than for the purpose of solvent reconstruction or amalgamation; or a receiver, manager, administrator is appointed on behalf of a creditor in respect of the Borrower‟s business or any part of it; or the Borrower is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or any similar event occurs under the law of any other jurisdiction within the United Kingdom. 16.2 BMGH may only exercise its rights under Clause 16.1.1. within 6 months after a change of control occurs and shall not be permitted to do so where it has agreed in advance to the particular change in control that occurs, the Borrower shall notify BMGH immediately when any change of control occurs. 17.0 Termination on Default 17.1 BMGH may terminate the Loan Agreement, or terminate the provision of any part of the Loan Agreement, by written notice to the Borrower with immediate effect if the Borrower is in default of any obligation under the Loan Agreement and: 17.1.1 the Borrower has not remedied the default to the satisfaction of BMGH within 7 days, or such period as may be specified by BMGH, after service of written notice specifying the default and requiring it to be remedied; or 17.1.2 the default is not capable of remedy; or 17.1.3 the default is a fundamental breach of the Loan Agreement. 17.2 The termination of this Loan Agreement for whatever reason shall not affect the accrued rights and liabilities of each of the Parties hereto before such termination. 17.3 Upon expiry of the Loan Agreement (or earlier termination of the Loan Agreement in accordance with Clauses16 and 17.1) the Parties to the Loan Agreement immediately return to the other Party any Object(s) loaned to the other Party for the performance of this Loan Agreement in accordance with Clauses 4, 5, 7, and 8.
17.4 Clause 16 shall continue in force and full effect notwithstanding termination of this Loan Agreement for whatever reason. 18.0 Service of Notices and Communications 18.1 Except as otherwise expressly provided within the Loan Agreement, no notice or other communication from one Party to the other shall have any validity under the Loan Agreement in writing by or on behalf of the Party concerned. 18.2 Any notice or other communication which is to given by either Party to the other shall be given by letter, or by fax or e-mail confirmed by letter. Such letters shall be delivered by hand or sent prepaid by first class post, addressed to the other Party in the manner referred to in Clause 18.3. If the item of e mail and the relevant letter is not returned as undelivered, the notice or communication shall be deemed to have been given 3 working days after the day on which the letter was posted. 18.3 For the purpose of Clause 18.2, the address of each Party shall be: a) For BMGH: The Head of Service‟s Office Cartwright Hall Art Gallery Lister Park Bradford West Yorkshire BD9 4NS Tel: 01274 431212 Fax: 01274 481045 E: maureen.swallow@bradford.gov.uk b)
19.0 Variations 19.1 Any variation after the date of this Loan Agreement shall only be by the written consent of both Parties. 20.0 Arbitration 20.1 Any dispute or difference which may arise between BMGH and the Borrower in connection with or arising out of the Loan Agreement, by Loan Agreement of both Parties, be resolved by arbitration, in which event disputes or difference shall be referred to the International Arbitration Court in London.
21.0 Third Party Rights 21.1 Neither BMGH nor the Borrower confers or purports to confer on any third party any benefit or any right to enforce any term of this Loan Agreement under the Contracts (Rights of Third Party) Act 1999. 22.0 Law 22.1 Unless otherwise agreed in writing between the Parties, the Loan Agreement shall be subject to and construed and interpreted in accordance with English Law and shall be subject to the jurisdiction of the Courts of England. 23.0 Precedence of Condition 23.1 For purposes of clarification where there is a discrepancy between BMGH‟s Loan Agreement and Conditions and the Borrower‟s, BMGH Conditions shall apply. In witness hereof the Parties hereto set their hands this day 2003.
Signed……………………………(Position:……………………………….…B MGH)
Signed……………………………(Position:………………………………Borr ower)
Schedule 1: Objects for Short/Long-Term Loan from Bradford Museums, Galleries & Heritage to ……………………………….
Objects to be held at …………………………………………………….
Accession No.
Description
Valuation (£)
Dimensions (mm)
H:\Bradford Policies\Loan Agreement 2003