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)
2. Loan period and Object(s) to be lent
5. Packing and Conservation Costs
7. Care of object(s) whilst on loan
8. Security and Safety of object(s)
11. Entire Loan Agreement
15. Force Majeure
16. Termination on Change of Control or Insolvency
17. Termination on Default
18. Service of Notices and Communications
21. Third Party Rights
23. Precedence of Conditions
Schedule 1 Inventory of Loan Object(s)
Schedule 2 Additional Special Conditions
1.1 „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.
1.2 „Borrower‟ shall mean ……………representatives, successors and
1.3 „Venue‟ shall mean……………..
1.4 „Object(s)‟ shall mean those articles in the Inventory of Loan
Object(s), Schedule 1.
1.5 „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.
2.0 Loan period and Object(s) to be lent
2.1 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.
2.2 The loan may be terminated by either party on receipt of at least
three months written notice.
3.1 The obligations of both parties to this Loan Agreement will be in
accordance with these conditions and the attached Schedules.
3.2 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.
3.3 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.
3.4 BMGH reserves the right to make periodic or occasional
inspections of the object(s) on loan.
4.0 Transport Arrangements
4.1 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.
4.2 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 de-
packing, 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.
4.3 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
5.0 Conservation and Packing Costs
5.1 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)
5.2 Should the loan be terminated the Borrower will be responsible
for the cost of packing the objects for return.
6.1 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.
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).
7.0 Care of the Object(s) whilst on Loan
7.1 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‟.
7.2 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
7.3 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.
7.4 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.
7.5 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.
7.6 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
microwatts per lumen. Lights will be turned off in non-public
hours. The table below indicates ranges that shall not be
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
7.8 The Borrower must ensure that the object(s) is not placed near
air intakes, exposed draughts or direct sources of heat.
8.0 Security and safety of the object(s)
8.1 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
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.
8.5 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
8.6 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.
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.
8.8 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.
8.9 Any theft or breach of security during the period of the Loan
Agreement should be reported, even if the object(s) is not
9.1 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
9.2 All publicity material using BMGH images or the BMGH logo must
be approved in advance by BMGH.
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.
12.1 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.
13.1 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
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.
14.1 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
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
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
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
a) For BMGH:
The Head of Service‟s Office
Cartwright Hall Art Gallery
Tel: 01274 431212
Fax: 01274 481045
19.1 Any variation after the date of this Loan Agreement shall only be
by the written consent of both Parties.
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)
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
Schedule 1: Objects for Short/Long-Term Loan from
Bradford Museums, Galleries & Heritage to
Objects to be held at …………………………………………………….
Accession No. Description Valuation (£) Dimensions
H:\Bradford Policies\Loan Agreement 2003