Bradford Museums and Galleries
LOAN AGREEMENT
This Loan Agreement is made and entered into on the following terms
and conditions by Bradford Museums & Galleries and
………………………………… (hereafter referred to as the Borrower)
Venue
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Table of Contents
1.0
Definitions ................................................................................. 3
2.0
Purpose of Loan ....................................................................... 3
3.0
Loan period and Object(s) to be lent ...................................... 3
4.0
Obligations ................................................................................ 3
5.0
Transport Arrangements.......................................................... 4
6.0
Conservation and Packing Costs ........................................... 4
7.0
Insurance/Indemnity ................................................................. 4
8.0
Care of the Object(s) whilst on Loan ...................................... 5
9.0
Security and safety of the object(s) ........................................ 6
10.0
Photography.............................................................................. 7
11.0
Acknowledgement .................................................................... 7
12.0
Entire Loan Agreement ............................................................ 7
13.0
Assignment ............................................................................... 7
14.0
Confidentiality ........................................................................... 7
15.0
Partnership ................................................................................ 8
16.0
Force Majeure ........................................................................... 8
17.0
Termination on Change of Control and Insolvency .............. 9
18.0
Termination on Default............................................................. 9
19.0
Service of Notices and Communications ............................. 10
20.0
Variations ................................................................................ 11
21.0
Arbitration ............................................................................... 11
22.0
Third Party Rights................................................................... 11
23.0
Law ........................................................................................... 11
24.0
Precedence of Condition ....................................................... 11
Schedule 1: Inventory of Loan Objects ................................................. 12
Schedule 2: Additional Special Conditions .......................................... 13
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1.0
Definitions
1.1
‘BMG’ shall mean Bradford Museums & Galleries, 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
assignees.
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 3.1 below. A short-term
loan shall mean between one week and 12 months. A long term-term loan
shall mean between 12 months and 5 years. All loans shall be negotiable
for review and renewal after 5 years.
2.0
Purpose of Loan
2.1
It is agreed that the object(s) to be loaned are for the following purpose(s)
and that they will not be used for any other purpose [delete as
appropriate]:





Exhibition/Display (under agreed environmental conditions)
Conservation
Education/Learning
Research
Other [please define]………
3.0
Loan period and Object(s) to be lent
3.1
BMG 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.
3.2
The loan may be terminated by either party on receipt of at least three
months written notice.
4.0
Obligations
4.1
The obligations of both parties to this Loan Agreement will be in
accordance with these conditions and the attached Schedules.
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4.2
The Borrower undertakes to inform BMG if the name or contact details of
the person responsible for the loan change, or if the Venue itself changes
its name or status.
4.3
Should the loan be terminated, the Borrower agrees to pay the cost of
returning the objects. Transport arrangements must adhere to those laid
out in section 5.
4.4
BMG reserves the right to make periodic or occasional inspections of the
object(s) on loan.
5.0
Transport Arrangements
5.1
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 BMG staff.
5.2
BMG 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 unpacking, condition
checking and installation at the Venue and the repacking, 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.
5.3
Should the loan be terminated BMG 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.
6.0
Conservation and Packing Costs
6.1
The Borrower will cover the cost of any conservation work that is
necessary during the period of the loan or due to damage which occurs
while the objects are on loan. (see 9.8)
6.2
Should the loan be terminated the Borrower will be responsible for the
cost of packing the objects for return.
7.0
Insurance/Indemnity
7.1
The Borrower will cover the costs of insuring/indemnifying the object(s)
from the period they are removed (from within BMG premises) to and
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during their installation at the Venue and their return to within BMG
premises.
7.2
BMG agrees to lend the objects on receipt of copies of
insurance/government indemnity documentation prior to the date of the
loan period (see 3.1).
8.0
Care of the Object(s) whilst on Loan
8.1
The Borrower will be responsible for the safety of the BMG loan and will
exercise the same care as it does with its own collections. It will be
prepared to complete the BMG ‘Loan Request Form’. Movement will be
restricted to a minimum and will be carried out by staff who are
experienced in handling museum objects and material of ‘museum
quality’.
8.2
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
BMG 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.
8.3
The Borrower will inform BMG immediately (short-term loans) or no less
than 28 days (long-term loans) in advance of an intention to move the
object(s) to another building.
8.4
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 BMG.
8.5
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.
8.6
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 during non-public hours. The table below indicates ranges that
shall not be exceeded.
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Furniture:
Oil Paintings
Watercolours
Costume/textiles
Natural Sciences
150-200 lux
100-200 lux
50 lux
50 lux
50-100 lux
8.7
The Borrower must ensure that no other item is placed on or against the
object(s) on loan from BMG unless agreed in writing.
8.8
The Borrower must ensure that the object(s) is not placed near air intakes,
exposed draughts or direct sources of heat.
9.0
Security and safety of the object(s)
9.1
The Venue must be prepared to complete the BMG ‘Loan request Form’
and satisfy the following security conditions:
9.1.1 Modern fire/intruder alarm with ‘Redcare’ line to central control station.
9.1.2 Regular invigilation during opening hours.
9.2
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.
9.3
No conservation work or any other treatment may take place without the
written approval of BMG, even in the event of an emergency. Routine
cleaning of objects is permissible but approval of the method should be
sought from BMG in advance.
9.4
The Borrower must maintain a location list of all objects on loan from BMG
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.
9.5
The Borrower may use temporary tags to identify BMG objects but should
not mark objects in a permanent fashion, and may not use adhesive labels
of any kind.
9.6
Any damage or loss to the BMG 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
BMG 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 BMG staff,
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including travel fares and accommodation at standard BMG rates, or the
removal of the object(s) from the exhibition.
9.7
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.
10.0 Photography
10.1
No photography or filming of individual objects for commercial purposes is
allowed. General views of galleries that contain BMG 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).
10.2
All publicity material using BMG images or the BMG logo must be
approved in advance by BMG.
11.0 Acknowledgement
11.1
The Borrower will acknowledge the BMG’s loan on labels and in any guide
or catalogue as follows:
Bradford Museums & Galleries
12.0 Entire Loan Agreement
12.1
This Loan Agreement is the entire Loan Agreement between BMG and the
Borrower and shall supersede any previous Loan Agreements whether in
writing or otherwise. Any variation shall only be by written consent of both
Parties.
13.0 Assignment
13.1
Neither Party shall assign any of its obligations under the Loan Agreement
without prior written consent of the other Party, which shall not be
unreasonably withheld.
14.0 Confidentiality
14.1
The Borrower and BMG undertake to treat with confidentiality any
contracts made with each other or with any Third Party relating to the
Loan Agreement.
14.2
The Borrower and BMG 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
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Party without prior written consent of the other Party, except for the
performance of the Loan Agreement.
14.3
The provisions of this Clause shall not apply to any information in the
public domain otherwise than by breach of the Loan Agreement:
14.3.1 information in the possession of the receiving Party thereof before
divulgence as aforesaid;
14.3.2 information obtained from a Third Party who is free to divulge the same.
14.4
The Borrower and BMG 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.
14.5
The provisions of this Clause shall continue in force notwithstanding the
termination of the Loan Agreement.
15.0 Partnership
15.1
Nothing in this Loan Agreement shall constitute the Borrower as the Agent
or partner of BMG and, except as expressly permitted by this Loan
Agreement, the Borrower shall not have any authority to use the name of
BMG for any purpose whatsoever.
16.0 Force Majeure
16.1
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.
16.2
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.
16.3
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.
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17.0 Termination on Change of Control and Insolvency
17.1
BMG may terminate the Loan Agreement by written notice having
immediate effect if:
17.1.1 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
17.1.2 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
17.1.3 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.
17.2
BMG may only exercise its rights under Clause 17.1.1 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 BMG immediately when any change of control
occurs.
18.0 Termination on Default
18.1
BMG 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:
18.1.1 the Borrower has not remedied the default to the satisfaction of BMG
within 7 days, or such period as may be specified by BMG, after service of
written notice specifying the default and requiring it to be remedied; or
18.1.2 the default is not capable of remedy; or
18.1.3 the default is a fundamental breach of the Loan Agreement.
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18.2
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.
18.3
Upon expiry of the Loan Agreement (or earlier termination of the Loan
Agreement in accordance with Clauses17 and 18.1) 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 5, 6, 8, and 9.
18.4
Clause 17 shall continue in force and full effect notwithstanding
termination of this Loan Agreement for whatever reason.
19.0 Service of Notices and Communications
19.1
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.
19.2
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 19.3. 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.
19.3
For the purpose of Clause 18.2, the address of each Party shall be:
a)
For BMG: (The Address will need to be amended appropriately)
The Head of Service’s Office
Cartwright Hall Art Gallery
Lister Park
Bradford
West Yorkshire
BD9 4NS
Tel:
Fax:
E-mail:
b)
Museum Officer’s Phone Number
Museum Officer’s Fax Number
[email protected]
Address of Borrower:
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20.0 Variations
20.1
Any variation after the date of this Loan Agreement shall only be by the
written consent of both Parties.
21.0 Arbitration
21.1
Any dispute or difference which may arise between BMG 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.
22.0 Third Party Rights
22.1
Neither BMG 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.
23.0 Law
23.1
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.
24.0 Precedence of Condition
24.1
For purposes of clarification where there is a discrepancy between BMG’s
Loan Agreement and Conditions and the Borrower’s, BMG Conditions
shall apply.
In witness hereof the Parties hereto set their hands this day
2013.
Signed……………………………(Position:……………………………….…BMG)
Signed……………………………(Position:………………………………Borrower)
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Schedule 1: Inventory of Loan Objects for Short/Long-Term
Loan from Bradford Museums & Galleries to
……………………………….
Objects to be held at …………………………………………………….
Object No.
Description
Valuation (£)
12
Dimensions (mm)
Schedule 2: Additional Special Conditions
13