Consignment Terms And Conditions
Terms and Conditions
Loan to Electric Gallery Limited (we/us/our/Borrower) by you/your/Lender of artwork(s).
In consideration of the Borrower meeting its material obligations under this agreement, the Lender agrees to give the Borrower the exclusive sale rights for the Artwork for an initial term of ninety  days commencing on the date of the Borrower’s signature of the consignment inventory in accordance with clause 3.1 below (Initial Loan Period) on the terms and conditions set out in this agreement. The loan of the Artwork may be extended for such additional period or periods as the parties may agree, provided that no extension will be deemed to have been agreed until it has been confirmed by both parties by email to each other. The Initial Loan Period, together with any such additional period or periods, shall be referred to as theLoan Period.
This agreement shall commence on the above date and continue until the expiry of the Loan Period, unless it is terminated in accordance with paragraph 9.
- Delivery and acceptance
3.1. The Loan Period will commence on the date of the Borrower’s signature of the consignment inventory (as may be amended by agreement with the Lender) acknowledging the Borrower’s actual receipt from the Lender of the Artwork described in it. At all times prior to such signature by the Borrower, the Artwork shall be and remain at the risk and responsibility of the Lender.
3.2. The consignment inventory signed by the parties shall be referred to in this Agreement as the “Consignment Inventory”.
4.1. At the end of the Loan Period the Lender shall arrange for the Artwork to be collected from the Borrower’s premises, or if requested (by the Lender) the Borrower may (at Borrower’s sole discretion) return the Artwork to the Lender via a third party courier, provided that the Lender reimburses such cost.
- Lender's warranties
5.1. The Lender warrants and undertakes that:
(a) it is either the sole owner of the Artwork or it is fully authorised by the owner of the Artwork and legally entitled to enter into this agreement on behalf of such owner and has secured all the necessary permissions and authority to do so and, if requested to do so, shall supply to the Borrower all necessary information, documents and material to demonstrate the ownership and provenance of the Artwork;
(b) it provides a fully comprehensive report on the condition of the artwork and that is 100% truthful and accurate. Any condition imperfections must be communicated in writing via email to the Borrower as they can affect an artwork’s valuation.
(c) if the artwork is framed the Lender confirms that there is no damage to the reverse of the print or underneath the window mount.
(d) it has checked that the framing materials used are all of an archival conservation standard and if not, the Lender has communicated this in writing via email to the Borrower.
(e) in the event, the Lender can not provide details on the artworks framing specifics it gives permission for the Borrower to have the artwork removed from the frame, subject to agreement on a fee for carry out such work.
(f) the Borrower is not liable for any damage or discrepancies to the print quality of an artwork which is discovered due to un-framing.
(g) if the artwork provided by the Lender does not match the description and condition report provided it shall be returned to the Lender solely at their cost.
(h) the artwork is authentic to the best of the Lender’s knowledge and when requested is able to provided the relevant paperwork to confirm authenticity.
- Borrower’s obligations
The Borrower shall:
(a) be entitled to display and make the Artwork available for sale to the general public at its premises or online during the Loan Period, and the Loan Period unless otherwise agreed by both parties, except during periods when conservation work is being done on the Artwork;
(b) hold, exhibit and handle the Artwork during the Loan Period with reasonable skill, care and diligence;
(c) be responsible for the security of the Artwork for the duration of the Loan Period in accordance with reasonable security and safety procedures [and ensure that the Artwork is fully insured with a reputable insurer throughout the Loan Period for an amount not less than the Value].
- Terms of sale of the artwork
7.1. During the Loan Period, the Borrower may offer the Artwork for sale at its premises and online at the price set out in the Consignment Inventory, unless otherwise agreed by the Lender. However, the Borrower shall not be under any obligation actively to market the Artwork or take any steps to increase the likelihood of a sale.
7.2. Upon notice that a sale has been agreed by the Borrower, the Borrower will request that the artwork is delivered, within no longer than five  working days, by the Lender to, Electric Gallery, 12 High Road, London, E18 2QL or another nominated address from the Borrower.
7.3. Once in possession of the artwork, the Borrower shall inspect the artwork to check it matches the condition report as originally provided by the Lender. Any issues will be notified to the Lender within 48 hours of the Borrower receiving the artwork(s).
7.4. The Borrower will be responsible for packaging, shipping, insurance and taxes on the artwork for it journey to the customer.
7.5. All sales are conducted under the UK VAT Margin Scheme. VAT is included in the sale price.
7.6. The Borrower shall be entitled to retain all monies received by it for the repair of any frame or from the sale of a frame for any Artwork sold by it and such monies will not form part of the Sale Proceeds for the purpose of this Agreement.
7.7. The Borrower shall pay the Lender’s Commission to the Lender within 30 days of the Borrower’s actual receipt of the Sales Proceeds to which the Lender’s Commission relates. Payment shall be made electronically to the Lender’s bank account as set out in the Annexure to this Agreement. The Lender hereby warrants and represents that such bank account details are true and accurate.
7.8. Commission payable to the Borrower from the sale proceeds is as follows:
(a) 25% of sale proceeds for sales under £1,500.
(b) 17.5% of sale proceeds for sales between £1,500 and £4,999.
(c) 15% of sale proceeds for sales between £5,000 and £19,999.
(d) 12.5% of sale proceeds for sales between £20,000 and £49,999.
(e) 10% of sale proceeds for sales between £50,000 and £500,000.
(f) Over £500,000 to be agreed separately via a side letter to this agreement.
7.9. If goods are sold via the means of distance selling (online or telephone) then the buyer has the legal right to return the artwork for a full refund within fourteen  days from when they are in receipt of the artwork. In the unlikely event the buyer wishes to return the artwork(s) then the Borrower is under no legal obligation to purchase the work from the Lender and it may be returned.
7.10. In the event a customer wishes to return sold goods, outside of the fourteen  day grace period as set out in paragraph 7.8, on the basis that the goods are counterfeit, have questionable authenticity or inaccurate condition reporting then the Borrower can appointment an independent expert of their choosing to review the matter. If it is found that the goods are counterfeit, have counterfeit authenticity or the condition of goods was not as originally described then the Borrower may reclaim the balance it paid to the Lender for the goods in question.
8.1. Each party undertakes that it shall not at any time during this agreement, and for a period of [five] years after termination of this agreement, disclose to any person any confidential details of the content of this agreement nor issue any publicity or press statements about its contents or the other party without the prior written approval of the other, except as permitted by paragraph 8.3.
8.2. The Borrower is under no legal obligation to provide the personal details of any potential customers, database, buyers for the Lenders work.
8.3. Each party may disclose confidential details of the content of this agreement:
8.3.1. to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses such information comply with this paragraph 8; and
8.3.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. In particular, the Lender acknowledges that the Borrower is subject to the Freedom of Information Act 2000 and may be required to disclose information relating to this agreement under that Act and the Borrower agrees to notify the Lender before making any such disclosure.
9.1. This agreement may be terminated immediately by the Borrower upon written notice to the Lender on  days’ written notice.
9.2. This agreement may be terminated immediately by either party upon written notice to the other party:
(a) if the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of  days after being notified [in writing] to do so
9.3. Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
9.4. Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination [or expiry] of this agreement shall remain in full force and effect.
9.5. On termination, the Lender shall immediately arrange for collection of the Artwork in accordance with paragraph 4 above.
9.6. The Lender agrees that unless written notice is given to the Borrower to terminate the agreement, the Lender will continue to be bound to the terms of this agreement and it will extend for thirty  day periods in perpetuity until the Lender communicates to the Borrower in writing it’s wish to terminate the agreement.
- No partnership or agency
Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party
- Third-party rights
This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
- Entire agreement
12.1. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
12.2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in this agreement.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
- Governing law
This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.