Sample Consignment Agreement Contract

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.

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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:

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            (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.

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    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.

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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.

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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.

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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.

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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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