VIDI VICI GALLERY CONSIGNMENT AGREEMENT

Consignment Agreement

This Consignment Agreement (the "Agreement") is made and entered into between between Vidi Vici Gallery and the consignor. Whereas, the Consignor owns certain property described in this Agreement and desires to consign it to the Auction House for sale at auction; and Whereas, the Auction House is in the business of selling consigned property at auction and agrees to accept the Consignor's property under the terms and conditions set forth herein.

Now, therefore, in consideration of the mutual covenants and promises herein contained, the parties agree as follows:

1. Consignment of Property

1.1 The Consignor hereby consigns to the Auction House the property described in Schedule A attached hereto (the "Property").

1.2 The Auction House agrees to take possession of the Property and to offer it for sale at public auction on a date to be determined by the Auction House.

1.3 The Auction House shall be responsible for the care and custody of the Property while in its possession, exercising reasonable care consistent with industry standards.

2. Commission

2.1 The Auction House shall be entitled to a commission equal to twenty-five percent (25%) of the final sale price of each item sold (the "Commission").

2.2 The Commission shall be deducted from the gross sale proceeds before any payment is made to the Consignor.

3. Reserve Price

3.1 The Consignor may, at their option, place a reserve price (the "Reserve Price") on any individual lot, which is the minimum price below which the lot will not be sold.

3.2 The Consignor must notify the Auction House of the desired Reserve Price in writing at least 7 days prior to the scheduled auction date.

3.3 For each lot with a Reserve Price, the Consignor agrees to pay a fee (the "Reserve Fee") to the Auction House, payable regardless of whether the lot is sold.

3.4 The Reserve Fee shall be paid by the Consignor upon setting of reserve and refunded if the lot sells.

4. Auction Sale and Marketing

4.1 The Auction House shall use commercially reasonable efforts to market and sell the Property at the highest possible price, including listing the Property in auction catalogs and advertising it through various channels.

4.2 The Auction House reserves the right to group the Property into lots, determine the order of sale, and conduct the auction at its discretion.

4.3 The Auction House reserves the right to withdraw any Property from auction at any time prior to the sale if it deems necessary for any reason.

5. Possession and Title

5.1 The Auction House shall take possession of the Property upon execution of this Agreement and shall retain possession until the Property is sold or otherwise returned to the Consignor.

5.2 Title to the Property shall remain with the Consignor until the Auction House receives full payment from the buyer, at which point title shall pass to the buyer.

6. Payment to Consignor

6.1 The Auction House shall pay the Consignor the net proceeds from the sale of the Property (the "Net Proceeds") within 14 days after the auction. The Net Proceeds are calculated as the gross sale price minus the Commission, any Reserve Fees, and any other agreed-upon expenses.

6.2 If a lot does not sell, and a Reserve Price was set, the Consignor remains responsible for the Reserve Fee, which shall be invoiced separately and payable within 7 days.

7. Representations and Warranties

7.1 The Consignor represents and warrants that they are the sole legal owner of the Property and have full authority to consign it for sale.

7.2 The Consignor warrants that the Property is free and clear of all liens, encumbrances, claims, or restrictions that could affect its sale.

7.3 The Consignor agrees to indemnify and hold harmless the Auction House from any claims, liabilities, or damages arising out of any breach of these representations and warranties.

8. Miscellaneous

8.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.

8.2 Entire Agreement: This Agreement constitutes the entire understanding between the parties regarding the subject matter hereof and supersedes all prior negotiations, understandings, and agreements.

8.3 Amendments: This Agreement may be amended only by a written document signed by both parties.

8.4 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

8.5 Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Last update September 2024