CONSIGNMENT AGREEMENT
This consignment agreement (the "Agreement") is made and entered into this
1st day of September, 2001, between Xxxxxxxxx.xxx, Inc. (the "Consignor"), whose
offices are located at 00000 Xxxx 00xx Xxxxxx, Xxxxx #0, Xxxxx Xxxxx, Xxxxxxxx
00000, and Xxxxxx X. Xxxxx Company, Inc., d/b/a Xxxxxxxx Xxxxx Gallery (the
"Consignee"), whose offices are located at 0000 Xxxx Xxxxxx, Xxxxxxxx Xxxx,
Xxxxxxxx 00000.
1. Consignment. During the term of this Agreement, the Consignor shall
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consign to the Consignee and the Consignee shall accept consignment of the works
of art listed on Exhibit A attached hereto and incorporated herein by this
reference.
2. Delivery. The Consignor shall be responsible for delivery of the
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consigned works to the Consignee. All costs of delivery (including
transportation and insurance) shall be paid by the Consignee.
3. Title and Receipt. The Consignor warrants that it possesses
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unencumbered title to all works consigned to the Consignee under this Agreement.
Title to the consigned work shall remain in the Consignor until it is paid in
full. The Consignee acknowledges receipt of the works described on Exhibit A
attached to this Agreement.
4. Cost of Works to Consignee. The Consignee agrees that the cost to
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the Consignee of each work listed on Exhibit A shall be the amount set forth
opposite the work on Exhibit A.
5. Payment. The Consignee shall pay the Consignor the full amount of
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the cost of each work sold within seven (7) days after the date of sale. This
shall apply to deferred, installment and approval sales.
6. Approval Sales. The Consignee shall not permit any consigned work to
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remain in the possession of a customer for the purpose of sale on approval for a
period exceeding seven (7) days.
7. Exhibitions. The Consignee shall arrange, install and publicize the
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consigned works received from the Consignor for exhibition during the term of
this Agreement. The Consignee shall bear the entire cost of exhibition and other
promotional efforts.
8. Loss or Damage. The Consignee shall be responsible for loss or damage
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to the consigned works from the date of delivery to the Consignee through the
date of return to the Consignor. The Consignee shall insure each consigned work
described on Exhibit A for the benefit of the Consignor in the amount of the
cost of the work set forth on Exhibit A.
9. Statement of Account. The Consignee shall give the Consignor a
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Statement of Account within seven (7) days after the close of the exhibit
described in Section 7. The statement shall include the following information:
(1) A description of the work(s) sold and the date of sale;
(2) The amount due to the Consignor; and
(3) The location of any unsold work(s).
The Consignee warrants that the Statement of Account shall be accurate and
complete in all respects. The Consignor shall have the right to inspect the
financial records of the Consignee pertaining to any transaction involving the
sale of any consigned work of art.
10. Security. The consigned works shall be held in trust for the benefit
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of the Consignor, and not be subject to claim by a creditor of the Consignee. In
the event of any default by the Consignee, the Consignor shall have all rights
of a secured party under the Uniform Commercial Code.
11. Term of Agreement. This Agreement shall commence upon the date of
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signing and shall continue in effect until November 1, 2001.
12. Return of Works. The Consignee shall be responsible for return of
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all works not sold as of the date of termination of the Agreement. The Consignee
shall bear the entire cost of return (including packaging (crating),
transportation and insurance) of the consigned work(s).
13. Non-Assignability. This Agreement is not assignable by either party.
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14. Entire Agreement. This agreement represents the entire Agreement
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between the Consignor and the Consignee and supersedes all prior negotiations,
representations and agreements whether oral or written. This Agreement may only
be amended by a written instrument signed by both parties.
15. Governing Law. The laws of the State of Colorado shall govern this
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Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
CONSIGNOR: CONSIGNEE:
XXXXXXXXX.XXX, INC. XXXXXX X. XXXXX COMPANY, INC.,
D/B/A XXXXXXXX XXXXX GALLERY
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxx Xxxxx
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Xxxxx X. Xxxxx, President Xxxx Xxxxx, Secretary
