River Gallery Consignment Agreement
For and in consideration of the mutual obligations set forth herein, the parties agree to the establishment of an ongoing consignment sales relationship between themselves from according to the following terms:
1. Consignor accepts sole responsibility for costs of shipment of work to consignee and for risk of loss to work during such shipment.
2. Upon receipt of the work of art, consignee will have the option of displaying and/or selling the work in any manner, including that of reproduction for advertisements and promotions, for a mutually agreed upon price set by both the consignor and the consignee. Consignee is not obligated either to display or sell the work. If consignee does sell the work, consignee will keep for itself fifty (50) percent of the proceeds of the sale as its commission, and will forward the balance of the proceeds of the sale to consignor on or by the 15th day of the month following the month in which the sale takes place.
3. The art work will remain the property of the consignor until consignee receives full payment for the sale of the work. The work will not be subject to claim by a creditor of consignor. Consignor is responsible for filing UCC-1 forms in the appropriate governmental offices to provide notice of ownership of work to third parties.
4. If consignor submits the art work to consignee in a frame, then the frame is to be considered a part of the work for the purposes of this agreement. If consignor submits the work to consignee unframed, and the work is suitable for framing, then consignee may frame the work as part of the exercise of its discretion in the manner of display and sale. If consignee frames the work and the work is later sold, then the sale of the frame added by consignee is not a subject of this agreement and the sale price of the frame is not a component of the sale price of the work, upon which the commission agreement is based.
5. If consignor submits the art work to consignee in a frame, the framing must meet the following requirements or the consignor will be responsible for costs of having the art work framed properly. The requirements are as follows:
a.) The frame be scratch free.
b.) Frame corners must be well joined and nail holes filled.
c.) A dust cover, such as craft paper, must be used on the back of all wooden frames.
d.) The hanging wire must be of a gauge that is heavy enough to support the framed weight. When in doubt, go to a heavier weight. The ends must be coiled in a neat manner.
e.) Cardboard must not be used for any reason.
f.) When mats are used, they must be acid free or buffered and cut straight with no overcuts.
g.) Whether using glass or acrylic, it must be clean and free of scratches and smudges. There must be no trash inside the glass.
6. Either consignor or consignee may provide the other party to this agreement with a notice of termination or withdrawal of the art work from the gallery. Consignee will arrange and pay for the shipment of the work to consignor as soon as possible after thirty (30) days from the receipt of such notice by either party. If the notice of termination is sent by consignee, then consignee reserves the right to sell the work in its usual manner during the thirty day notice period.
7. Consignee will be responsible for the risk of loss of, or damage to, the work of art from the time it receives shipment of the work from consignor 1) until and including the return shipment from consignee to consignor, or 2) until the work is sold. Consignee will procure insurance to cover its responsibility for the risk of loss of, or damage to, the work of art in an amount to be determined solely by consignee. Consignee will be the beneficiary and/or payee of the insurance policy. In the event that insurance compensates for the loss or damage to the work, the work will, for the purposes of this agreement, be deemed to have been sold, and consignee will receive its commission from the insurance proceeds, with the remainder to be paid to consignor. Consignee's liability for loss or damage to the work will be limited to the insurance proceeds paid, minus its commission.
8. Consignor agrees that consignee will be the sole and exclusive exhibitor and seller within a one hundred (100) mile radius of Chattanooga, Tennessee of any and all of consignor's works of art exhibited or sold in said radius. If consignee determines that consignor has breached this exclusivity provision, then consignee will be entitled, as damages for such breach, to retain fifty (50) percent of consignor's portion of the proceeds of the sale of the subject work of art, in addition to consignee's normal commission during the time the consignor's work is at River Gallery and/or River Gallery Sculpture Garden.
9. If at any time after the execution of this document, consignee directs a person or persons to consignor's studio, whereupon such person or persons purchases one or more works of art, consignor will, within forty-five (45) days of such purchases, pay consignee a commission equal to twenty (20) percent of the sale price of the work of art.
10. If consignor is commissioned to do a work of art by consignee for a third party, consignee shall keep for itself fifty (50) percent of the proceeds of the sale as its commission, and will forward the balance of the proceeds of the sale to consignor on or by the 15th day of the month following the month in which the sale takes place.
11. If any term, clause, or provision of this agreement is determined by a court of proper jurisdiction to be unenforceable, then the parties intend that the remaining portions of the agreement be binding and enforceable.
12. This document and any addendum signed or initialed by both parties and attached hereto contain all of the agreements and conditions made between the parties hereto, and no representations or statements claimed to have been made and not herein contained shall vary or modify this contract in any way.