Upstairs Berlin GbR
Dr. Harriet Häussler & Dr. Aeneas Bastian
Am Kupfergraben 10
T: +49-30-209 157 90
F: +49-30-209 157 919
Upstairs berlin is a private partnership under the Civil Code (Gesellschaft buergerlichen Rechts) co-owned and co-directed by partners Dr. Harriet Häussler and Dr. Aeneas Bastian.
Concept: Dr. Harriet Häussler, Dr. Aeneas Bastian and Judith Karla/upstairs berlin, Berlin
Layout/Execution: The Dwellopment Webdesign, Berlin, Judith Karla, Berlin
John Finneran: John Finneran, New York, Ludger Paffrath, Berlin, Rivington Arms, New York
Anna Genger: Ludger Paffrath, Berlin
Anton Henning: Jörg von Bruchhausen, Berlin
David Jones: Ludger Paffrath, Berlin
Ilias Papailiakis: The Breeder, Athens, Ludger Paffrath, Berlin
Pablo Picasso: Jörg von Bruchhausen, Berlin, Lea Gryze, Berlin, Ludger Paffrath, Berlin
Simon Schubert: Maurice Cox, Köln, Ludger Paffrath, Berlin, Simon Schubert, Köln, Michael Streckbein, Köln
Christine Schulz: Christine Schulz, Garbolzum, Ludger Paffrath, Berlin
Diamantis Sotiropoulos: Gazonrouge, Athens, Ludger Paffrath, Berlin
Emma Stibbon: Ludger Paffrath, Berlin
Veronika Veit: Veronika Veit, München, Ludger Paffrath, Berlin
Andy Warhol: Joachim Schulz, Berlin, Lea Gryze, Berlin, Jochen Littkemann, Berlin, Jörg von Bruchhausen, Berlin, Ludger Paffrath, Berlin
© the artists
General terms and conditions of business:
§ 1 Sphere of validity
The following General Terms and Conditions of Business alone shall apply for the business relationship between UPSTAIRS BERLIN GbR (hereinafter known as UPSTAIRS) and the Customer.
§ 2 Terms of payment; Retention of title
(1) A Work shall be handed over to the Customer concurrently with the payment of the purchase price. The purchase price may be paid in cash or by bank transfer to the UPSTAIRS bank account stated in the invoice.
(2) The Work shall remain the property of UPSTAIRS until it has been paid for in full by the Customer.
(3) During this period of time the Customer is however entitled to resell the Work by means of a proper commercial transaction. In this event the Customer shall assign here and now all future accounts accruing to him from a resale to UPSTAIRS.
(4) The property subject to retention of title must not be pledged or transferred by way of security.
§ 3 Time of payment and default; Compensation for damages
(1) The purchase price shall become payable upon receipt of invoice by the Customer, unless a later payment date is stated in the invoice.
(2) If the Customer is in default with the payment of the purchase price, in addition to the consequences of default provided for by law, UPSTAIRS may withdraw from the contract after setting a reasonable subsequent period of time and – when indicated – demand the return of the Work.
(3) In the event of a withdrawal from the contract in accordance with Section 2 above, UPSTAIRS shall be entitled to demand from the Customer the reimbursement of the damages incurred by UPSTAIRS as a result of the Customer’s non-compliance with his contractual obligations.
§ 4 Set-Off; Right of Retention
(1) The Customer shall only be entitled to a right to offset if his counter-claims have been declared final and absolute in a court of law or if they have been recognised by UPSTAIRS. To exercise a right of retention, the Customer’s counter-claim must be based upon the same contractual relationship.
(2) In the event that several Works are sold to the customer at the same time, the sale of each individual Work shall constitute a separate contractual relationship.
§ 5 Place of performance; Delivery
(1) Unless an agreement has been made otherwise, the place of performance and fulfilment with regard to the contractual duties of UPSTAIRS shall be the registered office of the gallery.
(2) At the Customer’s request the Work shall be delivered to the address stated by the Customer. Unless an agreement has been made otherwise, the Customer shall bear the costs of transport.
(3) If the Customer is in default with taking delivery of the Work or if he is in culpable breach of other obligations to co-operate, UPSTAIRS shall consequently be entitled to demand the reimbursement of any damages incurred as a result thereof including any additional expenditure there may be.
§ 6 Warranty; Limitation of liability
(1) UPSTAIRS guarantees that all the Works sold by it are authentic. Works of art are however affected by the ambient conditions so that there can be changes in material and colour as a result. UPSTAIRS will not furnish any warranty for such changes. Damage attributable to improper use and to faulty or incorrect maintenance or storage of a work of art on the Customer’s side shall not be covered by warranty either.
(2) Compensation claims for damages asserted by a Customer on account of apparent quality defects in the supplied Work will not be accepted, if he does not notify UPSTAIRS of the defect within a period of 4 weeks from the delivery of the Work. A defect is apparent if it is obvious in such a way so that it can be identified by a Buyer who is not a specialist without him paying particular attention. If the Customer is a registered trader his duty of inspection shall be determined in accordance with § 377 of the German Commercial Code [HGB].
(3) Liability for compensation for damages, regardless of whatever legal reason (in particular in the event of default, defects or other breaches of duty) shall be limited to foreseeable damage typical for the contract.
(4) If a Work has a defect for which UPSTAIRS is to blame, UPSTAIRS shall, at its own option, be obliged to rectify the defect or to supply a replacement. This shall not apply if the Customer is a consumer in accordance with § 13 of the German Civil Code [BGB]. If UPSTAIRS is not in a position to rectify a defect / supply or if these courses of action are delayed for an unreasonable length of time for reasons for which UPSTAIRS is to blame, or if the rectification of the defect is unsuccessful on a second occasion, the Customer shall be entitled, at his own option, to withdraw from the contract or to reduce the purchase price. The Customer may not withdraw from the contract if the defect only reduces the value or the suitability for use of the Work by an insignificant amount. In the event of the Customer withdrawing from the contract, the obligation of UPSTAIRS shall be limited to reimbursing the purchase price concurrently with the return of the Work.
(5) With regard to defects of technical equipment, provided that they constitute an integral part of the Work, UPSTAIRS shall assign any warranty claims to which it is entitled against the supplier over to the Customer. The Customer shall not be entitled to any further claims against UPSTAIRS. This shall not apply if the Customer is a consumer in accordance with § 13 of the German Commercial Code [BGB].
(6) In addition to this, UPSTAIRS shall be liable only for criminal intent or gross negligence on the part of its employees or assistants.
(7) The above limitations of liability shall not apply for the liability of UPSTAIRS on account of criminal intent, for guaranteed characteristics, on account of death, personal injury or physical harm as well as for liability in accordance with the German Product Liability Act.
§ 7 Repurchase option
In the event that the Customer wishes to offer the work for sale within three years from conclusion of this contract by putting it up for public auction, he states that he is prepared to grant UPSTAIRS a pre-emptive right to repurchase the work at a fair market price at that point in time.
§ 8 Exhibition right
The Customer states that he is prepared to make the acquired Work available occasionally for limited periods of time upon request for individual non-commercial exhibitions of the artist. The Customer will not accrue any shipping, packing or insurance costs as a result of this. In addition to this the Customer may specify whether he wishes to be named as lender or wishes to remain anonymous.
§ 9 Place of jurisdiction
(1) The substantive law of the Federal Republic of Germany shall apply for the execution of this contract. The UN law on sales shall not apply.
(2) In so far that the Customer is a registered trader, legal entity created under public law or special fund created under public law, the place of jurisdiction shall be Berlin.
(3) In the event that the Customer does not have a general place of jurisdiction within Germany, or if he relocates after the contract has been signed so that his normal whereabouts are outside Germany, the place of jurisdiction shall likewise be Berlin.
§ 10 Partial validity clause; Requirement for written form
(1) Should a provision of these General Terms and Conditions of Business be or become invalid, the validity of the remaining provisions shall not be affected by this as a result.
(2) No side agreements have been made. Amendments and supplements to a contract must be made in writing. This requirement for written form may only be cancelled in writing.
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