AH HAA and ARTIST are sometimes hereinafter referred to individually as a “Party” or, collectively, as the “Parties.”
1. CONSIGNMENT AND SALES. ARTIST hereby consigns to AH HAA, and AH HAA hereby accepts, those specific works of art (“ART WORKS”) set forth in and attached hereto as SCHEDULE ONE, RECORD of ART WORKS, to be displayed in the Ah Haa Gallery. AH HAA shall not use the ART WORKS for any purpose other than Exhibition without the prior written consent of ARTIST. During the EXHIBITION TERM (as defined below in Section 3), ARTIST shall retain any and all rights of ownership including, but not limited to, the copyrights in and to the ART WORKS. In the event one or more of the ART WORKS are sold during the EXHIBITION TERM, title to the ART WORKS shall pass directly from ARTIST to the purchaser (“PURCHASER”) at the time the purchase is completed. Purchase is completed with full payment provided by PURCHASER to AH HAA for the ART WORK(S). If necessary, AH HAA shall coordinate shipping of the ART WORKS to the PURCHASER. All costs associated with shipping the ART WORKS shall be paid by PURCHASER. Sales tax will be charged on all artworks that will remain within Colorado. Works that are shipped out of town are not charged sales tax (State law.)
2. WARRANTY. ARTIST hereby warrants that ARTIST created and possesses unencumbered title to the ART WORKS, and that the descriptions of the ART WORKS, as provided on SCHEDULE ONE, RECORD of ART WORKS, are true and accurate.
3. DURATION OF EXHIBITION. AH HAA and ARTIST agree that the initial EXHIBITION TERM for the display of the ART WORKS commences on:
DECEMBER 2nd, 2021
And will run through:
January 28th, 2022. NOTE: Ah Haa will be closed for the Holidays from December 18 - January 3.
(“EXHIBITION TERM”). Artist agrees that Art Works shall not be returned to ARTIST before the end of the Exhibition Term. ARTIST must deliver all ART WORKS:
NO LATER THAN 5pm on November 29th, 2021
Ah Haa will install the ART WORKS for the exhibition.
4. TRANSPORTATION. All costs incurred for and during the delivery of the Art Works to and collection from Ah Haa including, but not limited to, packing and shipping, insurance, and additional handling costs are the responsibility of Artist. Additionally, all risk of loss and/or damage to the Art Works during transport is assumed by the Artist, and the Artist is responsible for insuring the Art Works for transportation.
5. PROMOTION BY AH HAA. Ah Haa shall make reasonable efforts to promote the Ah Haa Exhibition. For each Exhibition Term in which Artist exhibits Art Works, Ah Haa shall promote the Ah Haa Exhibition by providing one or more of the following: poster, email marketing, press releases, KOTO live access or public service announcement, event calendars in local papers or on tellurideinside.com, etc. AH HAA will host one opening reception with beverages and light snacks for each EXHIBITION TERM. In order for AH HAA to promote the EXHIBITION, ARTIST will provide to AH HAA an ARTIST biography and the mediums and title/name of ART WORKS by at least two months prior to the start of the exhibition term.
6. PROMOTION BY ARTIST. At Artist’s own expense, Artist may contribute to the marketing and promotion of the Art Works and/or the Ah Haa Exhibition during the Exhibition Term. Any expenses to be shared between Artist and Ah Haa shall not be incurred without the prior written consent of Artist and Ah Haa.
7. REPRODUCTION OF ART WORKS. Ah Haa shall label each of the Art Works with Artist's name, and Artist's name shall be included on the bill of sale for each Art Work sold during the Ah Haa Exhibition. All rights to the reproduction of the Art Works are retained by Artist, except as may be noted in writing to the contrary. On the bill of sale for each Art Work sold during the Ah Haa Exhibition, Ah Haa shall include the following statement: "All rights to reproduction of the work(s) of art identified herein are retained by the Artist." Ah Haa may arrange for the Art Works to be photographed or reproduced in order to publicize and promote Artist, Ah Haa, and the Ah Haa Exhibition, and in any such instance, Artist shall be acknowledged as the creator and copyright owner of any Art Works used for such purpose. At the end of the EXHIBITION TERM, any tangible property created for the Ah Haa Exhibition including, but not limited to, frames, photographs, and/or negatives, shall be the property of the Party that paid for the creation of such property.
8. PRICING. ARTIST is solely responsible for determining the purchase price for each ART WORK. The prices charged for the Art Works during the Ah Haa Exhibition shall be consistent with the prices for the Art Works charged by the Artist outside of the Ah Haa Exhibition. Ah Haa shall display the Art Works at the prices set forth on Schedule ONE, Record of Artworks, and any change in these prices must be agreed to in writing by Artist and Ah Haa.
9. COMMISSIONS. For any and all Art Works sold during the Exhibition TERM, 60% of the retail price shall be paid to the Artist and 40% of the retail price shall be paid to Ah Haa. AH HAA shall pay ARTIST in full for ARTIST’s share of sales within 30 days of the end of the EXHIBITION TERM.
10. BILL OF SALE. Ah Haa shall provide Artist with a copy of a bill of sale for each Art Work sold during the Exhibition TERM, and the bill of sale shall include the Artist’s name, title of the Art Work sold, date of sale, and sale price. When possible, Ah Haa will provide Artist with the name of the PURCHASER; however, Ah Haa may not always provide the Artist with the Purchaser’s name because the Purchaser may wish to remain anonymous.
Income from sales of artwork shall be split between the artist and the Ah Haa at:
60% / 40% split (60% to artist, 40% to Ah Haa)
11. REMOVAL OF ART WORKS FROM AH HAA. All sales of ART WORKS are final. AH HAA will coordinate delivery of purchased ART WORKS. ARTIST must provide shipping for all unsold artwork. The AH HAA will be using a third party to package and ship the unsold artwork at Ship It Copy It, 125 West Pacific Ave. Telluride CO 81435 (970) 728-8111. AH HAA cannot be responsible for ART WORKS after the end of the EXHIBITION TERM.
Artwork must be collected from Ah Haa by the artist on:
January 28th, 2022 by 5pm
12. LOSS OR DAMAGE TO ART WORKS. Ah Haa shall be responsible for the safety of the Art Works while they are in Ah Haa’s possession. Ah Haa shall be in possession of the Art Works only during the Exhibition Term, unless Ah Haa’s possession of the Art Works is extended pursuant to Section 3 above. If Ah Haa’s possession of the Art Works is extended, then Ah Haa’s possession of the Art Works shall end when Artist retrieves the unsold Art Works from Ah Haa. In the event of loss or damage to the Art Works (except for damage resulting from flaws inherent in the Art Works) while in Ah Haa’s possession, Ah Haa, in its sole discretion, shall pay for the cost to restore the damaged Art Works or refund to Artist the full amount Artist would have received from Ah Haa if the damaged Art Works had been sold, pursuant to Section 9 above. If restoration of the damaged Art Works is chosen, Ah Haa and Artist shall jointly choose the person to complete the restoration work.
13. SECURITY INTEREST. Ah Haa agrees not to pledge or encumber any Art Works in its possession, incur any charge or obligation in connection with the Art Works, and the Art Works shall not be subject to any claims by Ah Haa’s creditors.
14. TERMINATION. AH HAA or ARTIST may terminate this AGREEMENT at any time until 60 days prior to start of EXHIBITION TERM, with or without cause. Notice of termination must be submitted in writing to the non-terminating Party. Termination of the AGREEMENT at any other time must be agreed to in writing by both the AH HAA and ARTIST.
15. ARBITRATION. All disputes arising under this Agreement shall be submitted to binding arbitration.
16. VENUE. This Agreement shall be governed by the laws of the State of Colorado.
17. MODIFICATION. This Agreement constitutes the entire agreement among the Parties, and this Agreement shall be amended only by a written instrument signed by all the Parties.
18. RECORD OF ART WORKS. Artist certifies that all Art Works set forth in the attached Schedule 1, Record of Art Works, shall be available for display and sale by Ah Haa during the Exhibition Term.