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For your sales to professionals

When you sell a work, drawing up a sales contract is not always essential; nevertheless some cases require it, it must be drafted and signed by both parties, then recorded and time-stamped on the blockchain.

- All works of art.

In order to allow artists to draft their own sales contract, Artcertificat offers:
- a standard sales contract that can be modified online.
- an electronic signature for the approval of both parties.
- a time-stamped record on the blockchain.

It is also possible to draw up a sales contract with a professional, then integrate it on Artcertificate in order to benefit from the electronic signature of the parties and record it on the blockchain.

1) Register or identify yourself on Artcertificate.
3) Click on the tab 'YOUR TOKENS (NFT)/SALE AGREEMENT'.

If necessary, contact Artcertificate.


When a company or person wishes to buy or sell a good to a professional or person, they enter into a contract for the sale of goods. The law provides that a contract of sale is formed as soon as there is agreement on the thing and the price. Once this qualification is retained, the law offers several default guarantees to the buyer and seller, even if they have not stipulated anything in writing.

The legal definition of a contract of sale
Paragraph 1 of Article 1582 of the Civil Code defines a contract of sale as 'an agreement by which one party undertakes to deliver a thing and the other to pay for it.' In other words, the buyer undertakes to pay the price of the good, conversely, the seller undertakes to deliver the good. This is a transfer of ownership for payment.

Note: the delivery of the good by the seller does not imply an obligation to deliver. In principle, it is up to the buyer to collect the goods from the seller, but the contract of sale may provide for an obligation to deliver on the part of the seller.

In addition, in all sales contracts, the seller is subject to an obligation to inform: the buyer must be able to know all the terms of the contract before the sale is made. The seller is also obliged to guarantee against hidden defects and to deliver a property that conforms to what was agreed. Finally, he is responsible for the safety of the object sold, and is liable in case of damage. He cannot disengage himself from his responsibility due to the defectiveness of the product with a limitation of liability clause.

How is the contract for the sale of goods between professionals formed?
The agreement on the thing and the price: the immediate transfer of ownership
The contract for the sale of goods is concluded as soon as there is agreement on the thing and on the price. Thus, the sale may be concluded even before a written contract of sale has been signed, if the professionals have clearly given oral evidence of their agreement. However, the problem may lie in proving the contract of sale and consent in the event of a dispute.

The agreement results in the immediate transfer of ownership to the buyer (even if he does not yet have possession of the property). However, the parties may include a retention of title clause in the contract of sale: ownership of the item is then deemed to have passed to the buyer upon full payment of the price.

This agreement must be free and informed. It must be made by persons with the capacity to contract (the company's directors or employees with delegated authority).

In addition, the property sold must be

lawful ;
determined or determinable (which means that even future things, which do not yet exist, can be sold).
As for the price, contract law requires it to be determined or determinable (Ex: variable price depending on the quality of the custom-made good).

The consent and capacity of the parties to the contract of sale.
The agreement on the thing and the price is sufficient to form the contract but the consent of the buyer and seller must still be informed. These professionals must also have the capacity to contract. If they do not, the buyer or seller may request the nullity of the contract. Nullity implies the return of the property (i.e. the reverse transfer of ownership) to the seller and the return of the price to the buyer.

Valid consent of the buyer and seller.
Consent of both parties to the contract: both parties must agree to the terms set out in the contract. Consent must be free and informed, obtained without error - misunderstanding of the terms of the contract, without deception, without coercion (physical violence).

The capacity to contract.
In principle, none of the parties should be declared 'incapable' by the law - a minor, an adult under guardianship, etc.

Between professionals, and in particular when two companies contract with each other, it is essential to check that the person giving the agreement has the capacity to contract.

In principle, only the company director has the power to contract on behalf of the company. In some cases, other persons may have delegated authority (e.g. a deputy director, a manager, etc.).

Must the sales contract between professionals be in writing?
Generally speaking, the agreement to sell may be tacit, or made orally: the contract of sale does not have to be in writing, there is no legal requirement.

Some categories of goods - real estate, insurance.... - However, some categories of property - real estate, insurance - must be the subject of a written contract of sale, sealed by an authenticated deed, i.e. received and drawn up by a notary. This is the case, for example, with real estate sales.

In the event of a dispute, the contract has evidential value: for transactions of a certain size, and particularly between professionals, it is advisable to set out one's agreement in a contract of sale in order to make the transaction more secure.

Although in commercial matters, the method of proof is free. It is much easier to prove the sale with a written contract of sale mentioning the price to be paid, the good(s) sold and the agreement of the legal representative (by means of his signature).

Moreover, if the parties want to add specific clauses not provided for by the law (reservation of ownership, delivery at the seller's expense, payment of the price in instalments, etc.), the written sales contract makes it possible to prove that the signatories have accepted the general conditions of the sale.

Difference between written sales contract and general terms and conditions of sale
The written sales contract and the general terms and conditions of sale are intended to fulfil the same role: to add rights and obligations (clauses) to the parties not provided for by law, while at the same time providing legal security for the transaction.

Among the clauses that can be added to the sales contract or the GTC are the following

a retention of title clause ;
a clause limiting liability (allowing the seller to be released from liability for the goods sold);
a delivery obligation on the seller;
additional guarantees on the goods sold...
Unlike the sales contract, the GTCs do not need to be signed. They just need to be brought to the attention of the professional buyer.

The GTCs are deemed to be accepted as soon as they are brought to the attention of the professional buyer (BtoB). In the event of a dispute, it is only necessary to prove that the buyer has been made aware of them.

On the other hand, when the buyer is a consumer (BtoC), the GTC are mandatory.

In principle, when the parties agree on the thing and the price, the contract is concluded without the possibility of backing out: the buyer and the professional seller are bound. If they fail to perform their respective obligations (delivery of the goods and payment of the price), they are contractually liable.

However, they can agree to rescind the sales contract (cancellation). In this case, the seller must return the price to the buyer, and the buyer must return the goods to the seller.

However, in order to support small businesses, the Hamon law of 2014 extended the right of withdrawal between professionals.

Thus, businesses have the right to withdraw if within 14 days of receiving the goods:

the sales contract does not fall within the scope of the main business;
the sales contract was concluded outside the business premises;
the company does not employ more than 5 people.
If the seller has not informed the buyer of his right of withdrawal, the period is extended to 12 months.

The business-to-consumer sales contract is not bound by the same obligations as the business-to-business sale. Indeed, the Consumer Code reinforces consumer protection by imposing additional rules on professional sellers (formalism of the sales contract, right of withdrawal, etc.).

In law, as distinguished by the Consumer Code, the professional is defined as any 'natural or legal person who acts in the course of his professional activity'. The consumer is a 'natural person who acts for purposes which do not fall within the scope of professional activities'.

A business-to-business sale is made between two businesses or companies on a product used in its professional activity.

Disputes under a sales contract between professional traders fall under the jurisdiction of the commercial court, unlike sales to non-professionals, which fall under the jurisdiction of the district court for sums of less than €10,000.

When the dispute is between a professional trader and a non-professional, the latter may, at his option, bring the matter before the commercial court or the high court (if the claim is for more than €10,000 otherwise it will be the local court).

the payment period for a professional sales contract
The default payment period is 30 days from receipt of the goods. However, the business-to-business sales contract may provide for a shorter or longer period, not exceeding 45 days after the end of the month or 60 days after receipt of the invoice.

How do I draw up a contract?


The certificate of authenticity

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When artists sell their work, they must provide a Certificate of Authenticityin order to be more professional and give all the guarantees to the buyer. A Certificate of Authenticity is essential for the attribution of a work.

Without a Certificate of Authenticity, it's impossible to determine the artwork's origin or to attribute it to an artist. The only value it has will depend on its size, the technique, the materials, and the subject represented.

A Certificate of Authenticity is the key to the successful sale of your works. You must provide a Certificate of Authenticity to the buyer (even if he or she does not ask for one) along with the invoice.

Without a Certificate of Authenticity, most doors will remain closed; no estimate, no transaction. A Certificate of Authenticity is mandatory to establish that a work of art is authentic and has been created by the Artist.

No mention in a raisonné catalog about the financial value of the artwork. Without a Certificate of Authenticity, it's impossible to evaluate the artwork, its only value depends on its size, its technique, the materials used and the subject represented.

What is a Certificate of Authenticity?

A Certificate of Authenticity is a document that is used to attribute a painting, sculpture or photograph to an artist. Important: an invoice cannot serve as a Certificate of Authenticity.

What is the value of a Certificate of Authenticity?

The value of a Certificate of Authenticity depends on the authority of the person writing it, if he or she is recognized by all professionals as the most competent for this subject or artist at the time the certificate is written.

What is the purpose of a Certificate of Authenticity?

Requesting and getting a Certificate of Authenticity allows collectors to:

1. Establish the identity and authenticity of the artwork of art
2. Keep a record of the origin of the acquired artwork
3. Quickly assess its value over time, especially if the artist is or becomes popular
4. To guarantee the authenticity and value of the artwork when it is resold

Providing a Certificate of Authenticity allows artists to:

5. Ensure the authenticity of their creation
6. Facilitate the future of the artwork and its identification
7. Offer a valuable service to your buyers
8. Build credibility within your community

Artcertificate's Blockchain

Certificat Blockchain

Artcertificate allows artists and professionals to create and register certificates of authenticity which will then be included in the Blockchain on the Ethereum network. A specific option allows the transfer of any certificate to the Blockchain with one click.

What is: Artcertificate Blockchain?

It's a fully managed Blockchain registration service that facilitates the creation and management of a scalable network of blockchain and distributed registry technologies used for COA Certificates of Authenticity. All COA's can be registered on the blockchain with one click and get a certificate of authenticity on Artcertificate's Blockchain (COABC).

Decentralized management:
A blockchain allows Artcertificate to create COA certificate of authenticity records where different members of the network can check the authenticity of the records without the need for a reliable central authority (Control is done outside of Artcertificate). Each party, known as a member, has a peer node in the network.

Artcertificate Blockchain uses a reputable block chain framework.

Ethereum is perfect for highly distributed block chain networks, where the transparency of data from all members is important and allows all participants in the network to independently verify the activity of every member. Ethereum also allows us to join a public Ethereum block chain network.

The register is decentralized and managed by an Ethereum blockchain that is shared among the members. The control of the registrations is independent from Artcertificate. The registration of the COA is made following the specific request of the applicant.

Certificat Blockchain



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