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The following is Consignment Agreement contract. It is intended for information
purposes only although if you wish to use it that's okay too....
Consignment
Agreement
This agreement made this
BETWEEN:
(your name and address)
AND:
(Their name and address)
Recitals
WHEREAS, the Gallery is engaged in the sale of works of art
and jewellery and
WHEREAS, the Artist has created, expended time and labour on and owns certain works ('Works) described in Exhibit A and desires
to sell same;
THEREFORE, in consideration of mutual covenants and conditions
contained herein:
I. Covenants
and Promises of the Gallery
Gallery covenants, promises, represents,
agrees and acknowledges as follows:
a) Receipt on consignment of the Works as described in Exhibit
A and the updated amendments thereto.
b) To make reasonable and bona
fide efforts to sell each Work at the retail prices set forth in Exhibit
B. If sold the Gallery shall receive 40% of the retail prices set
forth in Exhibit B as it's commission for selling
the Work. The Gallery may buy Works upon receipt of same from the
Artist and may remit 50% of the retail price to the Artist instead of
consignment. This option must exercised by the Gallery within one
(1) day of receipt of work from the Artist. If the Artist accepts
special order work from a Gallery referral the Gallery shall be entitled
to 20% of the Artist's selling price to the purchaser.
c) To display 5 or more of the
said works within one week of receipt of said Works and continuously thereafter,
a combination of said Works in that number for a period of 6 months after
which this agreement will be revalidated by both parties.
d) To exercise all due and reasonable
care in the handling, display, storage, packing and shipping and temporary
delivery to other persons of the Works until returned to the possession
of the Artist. The Gallery will be liable to the Artist for any
injury, damage, loss, theft or disappearance of or to the Works in an
amount equal to 60% of the retail price listed in Exhibit B unless the
insurer to the Gallery refunds the retail price in which case the Gallery
is liable to the Artist for the full Retail price as listed in Exhibit
B. The Gallery will insure the Works against the above hazards while
in the possession of the Gallery and while in transit being returned to
the Artist. The Gallery will pay all costs of returning Works to
the Artist.
e) After withholding from the
purchase price such sum as is required by law for sales tax and the Gallery's
compensation as set forth in Section I (b), to remit the balance received
to the Artist at the same time as submitting the Statement (see Section
I (f).
f) To deliver to Artist
on or before the end of each month or before (but not later than) according
to the custom of the Gallery during the term of this contract a full and
complete statement of inventory and account ('Statement') in approximately
the form of Exhibit C which shall set forth the following:
(1) the particular Works sold,
(2) the date of sale(s) and amount(s) thereof,
(3) the location of all unsold Works, and whether,
if in the possession of the Gallery, said unsold Works are, at the time
of the statement, currently displayed,
and
(4) the amount due the Gallery and amount due
the Artist.
Gallery hereby represents that
this Statement shall be accurate and complete in all respects. The
Artist shall have the right to inspect the financial records of the Gallery
pertaining to any transaction involving the Artist's Works during business
hours after giving the Gallery five (5) days written notice of the intent
to examine said written records. In the event the Artist discovers
any deficiency which exceeds 5% of the amount paid the Artist in any previous
period the Gallery shall pay such deficiency and all costs of inspection
including, but not limited to, the amount spent on any accountants, attorneys,
transportation or the like.
(g) In the event of sale of Works,
to remit to the Artist at the same time as submitting the Statement, the
full amount of money received and owed to the Artist. The use of
Works in Barter, exchange or partial payment is prohibited as payment
methods for the Works unless the Gallery remits the full amount owed the
Artist as set out in Section I (f) according to Exhibit B with the Statement
that follows the transaction regardless of whether the Gallery has yet
been paid in full by the purchaser.
If the Gallery
does not remit the Artist's payment within the prescribed period the Gallery
will pay the Artist interest at 9% per month on the unpaid balance.
The Gallery assumes full risk of non payment by the purchaser. However , if a Work is returned in good condition by the purchaser
for credit the Gallery will make appropriate adjustments in future payments
to the Artist.
h) To return to the Artist within
10 days after receipt of a written demand therefor, all Works consigned
under this Agreement to the Gallery and remaining unsold at the time the
request was made.
i) To refrain from attempting
in any way to inhibit the Artist from selling any Works other than those
covered by the agreement. The Gallery may define an area of exclusivity
with the Artist as within the city of (their city). If the
Gallery should desire to enter any of the Works covered by this agreement
in any art or craft shows in which awards are made, to obtain the written
signature of the Artist on any entry form used for the purpose or, in
the event there is no entry form, to obtain the written consent of the
Artist prior to any such show.
k) Not to permit any Work
to remain in the possession of a customer for the purpose of sale on approval
for more than 2 days.
l) The Gallery shall guarantee
full payment for Works not returned to the Artist in the event of bankruptcy
or other termination of this agreement.
m) If the Gallery receives special
order requests from purchasers, to transmit promptly these requests to
the Artist for written acceptance. When the Gallery receives the
Artist's written acceptance the Artist will deal directly with the purchaser.
The Gallery shall be entitled to its commission pursuant to section I(b) on all special orders which the Artist accepts from Gallery
referrals.
n) The Gallery shall send
photocopies of any press coverage involving the Artist's Works to the
Artist.. The Gallery shall not use an image
of the Works for paid advertising without the written permission of the
artist.. If a photo the Artist supplied is used the Artist
shall receive a photo credit and if used in paid advertising the Gallery
shall pay a fee of $25.00 for such use to the Artist. Photos and
images of the Works may be used freely by the Gallery for Press Releases
and other unpaid advertising purposes without any payment due to the Artist.
II. Covenants
and promises of the Artist
The Artist hereby covenants, promises,
represents, agrees and acknowledges as follows:
a) The Works are as described
in Exhibit B and Artist is the creator and sole owner of the Works and
has full authority to enter into this Agreement.
b) The Works do not violate
or infringe upon the rights of any party, including, but not limited to
contractual rights, copyrights or any rights of privacy to the best knowledge
of the Artist.
c) The Gallery is authorized to
deliver title to Works covered by this Agreement to purchasers and to
collect therefore a price no less than the retail price set forth for
the Work in Exhibit B. In all cases the copyright of the Work remains
with the Artist and is not transferred by sale of the original Work.
d) During the term of this
Agreement, not to make any agreements, conditional or otherwise, to sell
or to transfer at any time, the Works contained in Exhibit A to this Agreement
without the written consent and confirmation of the Gallery.
e) Not to sell or seek to
sell any Work consigned under this Agreement and Produced by the Artist
without the consent of the Gallery.
f) To inform the Gallery at all
times during the effectiveness of this Agreement of any change in the the Artist's present address from that noted at the beginning of this
Agreement.
g) To pay the Gallery's
commission in the case of refered work according to Section I (b) within
10 days of receiving payment from the purchaser.
h) The Artist shall pay
the costs of shipping works from the Artist's studio to the Gallery.
i) The Artist shall repair
free of charge any Work that is broken or damaged due to faults in workmanship
or material. If the damage is due to the customer's misuse of the
Work then repairs will be done upon request with a fair repair fee due
the Artist. The fee is to be defined by the Artist at the time of
the requested repair.
III: Gallery
Purchases
The Gallery may purchase the Works
for 50% of the Retail price as listed in Exhibit B providing that purchase
is made within one (1) day of receipt of the works from the Artist.
The amount due will be remitted to the Artist upon purchase by the Gallery.
The transaction will be noted on the Statement for the month in which
the purchase of the Work(s) was made and monies due the Artist for said
purchase shall be remitted by the Gallery to the Artist along with the
Statement.
IV: Delivery
The Gallery will pay the costs
of packing and shipping the Works to the shipping address requested by
the Artist. The Gallery will insure the works while in transit.
V.Contract Term
Unless terminated sooner pursuant
to Section VI, this Agreement shall continue in force and effect from
the date hereof until and thereafter from month to month until terminated by written
notice given not less than 30 days prior to said termination date, or
to the end of any month thereafter. Upon termination of this Agreement,
the Gallery will purchase the Works as provided in Section III or will
return the unsold Works to the Craftsperson as well as any monies owed
for Works not returned.
VI. Termination
This Agreement may be terminated
by either party in the event of a breach by the other party of any covenant,
promises, representation or agreement herein. Termination shall
be effective when either party serves a written notice thereof on the
other party to the appropriate address noted in Section XIV hereof.
In addition, this Agreement shall terminate upon the death, bankruptcy
or dissolution of either party. Upon termination, all Works shall
be returned to the Artist, or his successors, heirs or assigns.
a) Upon termination by the Gallery , the Gallery shall return the Works consigned under
this agreement to the Artist (or shipping address as defined in Section
IV) within thirty (30) days of the postmark date of the Termination notice.
VII.Copyright
The Artist shall retain the copyright
in all Works consigned to the Gallery. No Work may be reproduced
by the Gallery without prior approval of the Artist. If written
permission to reproduce is granted to the Gallery then all approved reproductions
in catalogues, brochures, advertisements and other promotional literature
shall carry the following notice: © by (your name), 20-- (see
Exhibit A and amendments thereto). The copyright is not transferrred
to the purchaser of the Work from the Artist upon purchase.
Artist authorizes the Gallery
to make Artist a co-plaintif, at no cost to the Artist with the Gallery
in any litigation against a third party for infringement of any copyright
on any and all of Artist's Works sold by the Gallery. Any recovery
from such litigation shall be applied first to reimburse the Gallery for it's expenses in connection therewith and the
balance shall be divided equally between the Artist and the Gallery.
VIII. Security
The Works shall be held in trust
for the benefit of the Artist and shall not be subject to claim by a creditor
of the Gallery. In the event of any default by the Gallery, the
Artist shall have all the rights of a secured party under the commercial
code.
IX. Nonassignability
This Agreement may not be assigned
by the Gallery without the prior written approval of the Artist.
The Gallery shall notify the Artist in advance of any change in personnel in charge
of the Gallery or of any change in the ownership of the Gallery.
Any such change in personnel or ownership shall be deemed a breach within
the meaning of Section VI and shall entitle the Artist to terminate this
Agreement immediately.
X. Sole and
Entire Agreement
This written agreement contains
the sole and entire Consignment Agreement between the parties and shall
supersede any and all other agreements between the parties. the
parties acknowledge and agree that neither of them has made any representations,
including the execution and delivery hereof, except such representations
as are specifically set forth herein and each of the parties acknowledges
that he/she/it has relied on his/her/its own judgement in entering into
this agreement. The parties further acknowledge that any statements
or representations that may have been made to each other prior to this
Agreement are void and of no effect and that neither of them has relied
thereon in connection with his/her/its dealings with the other.
XI. Modification
No modification of the Agreement
or of any covenant, condition or limitation herein contained shall be
valid unless in writing and duly executed by both parties to this Agreement.
XII. Waiver
A waiver of any breach of the
provisions of the Agreement shall not be considered to be a continuing
waiver of other breaches of the same or other provisions hereof.
XIII. Heirs
and Assigns
This Agreement shall be binding
upon the parties hereto, their heirs, assigns and personal representatives.
XIV. Notices
Any notice required or permitted
to be given under this Agreement shall be sufficient, if in writing, and
if sent by registered or certified mail, return receipt requested to the
following Addresses:
(your name and address)
(gallery name and address)
XV Choice of
Law
This Agreement shall be construed
in accordance with the laws of the (your state or province) and
all litigation shall be brought in the courts of that state or province.
XVI. Attorney's
Fees
The prevailing party will be entitled
to have the nonprevailing party pay all costs and expenses, including
reasonable attorneys fees, at trial and on appeal,
incurred by the prevailing party in enforcing this Agreement.
XVII. Severability
If any section of this Agreement
is held to be invalid the remaining sections of this Agreement will not
be affected.
XV111 Shipping
Address
When Works are returned to the Artist the Gallery shall ship
them to:
(your name and address)
or: To an address communicated
to the Gallery for shipment of a specific Work or Works.
Agreed to and accepted:
Artist:
Gallery:
Dated:
Exhibit A-List
of Works
Description
1) (list of works)
Exhibit B-Commission
Arrangement
Retail Price
Retail Price
1) (list of works with prices)
Exhibit C-Monthly
Statement Example
Artist:
Gallery:
Period from , 20 to 20 .
Item Numbers Description
Date of Sale Price Amount
due Gallery
Amount due Artist Location displayed.
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