Consignment Agreement

What’s in the document

• Twelve numbered clauses, printed in full on the document
• Schedule of consigned works with retail prices and a total
• Title remains with the consignor; the gallery holds as bailee
• Copyright expressly retained by the artist, with a promotional licence limited to the term
• Blanks for commission rate, discount authority and governing law
• Gallery details filled from your profile; consignor block left open
• Signature blocks for gallery and consignor, executed in counterparts

What the agreement is protecting against

Consignment is a bailment: the gallery takes possession of work it does not own, in order to sell it on the owner’s behalf. Almost every dispute that follows traces to one of four questions the parties never wrote down — what the commission actually is, how far the gallery may discount without asking, who bears the loss if the work is damaged, and when the artist gets paid after a sale completes.

The fifth question is rarer and worse. If the gallery becomes insolvent while holding consigned work, the position of that work depends on whether title was clearly retained by the consignor and whether the arrangement was documented. A verbal consignment leaves an artist arguing about ownership with a liquidator. Several jurisdictions have artist-consignment statutes that address this; whether and how they apply to your arrangement is a question for your lawyer, and it is a good reason to have the paper.

The twelve clauses, and what each one settles

The clause text is fixed and prints in full. Three values are left as ruled blanks because only the parties can supply them: the commission rate in clause 3, the discount authority in clause 4, and the governing law in clause 12.

1–2. Consigned works and term

The schedule is incorporated into the agreement, so the list of works is part of the contract rather than an attachment to it. The term runs from delivery until terminated, with thirty days’ written notice on either side.

3–4. Commission and discount authority

Commission is a percentage of the final sale price, earned only on completed sales for which the gallery has received cleared funds — which is the clause that decides who carries the risk of a buyer who does not pay. The discount clause sets how far the gallery may go unilaterally, and provides that any deeper discount is shared between gallery and consignor in proportion to their shares.

5. Title

Title stays with the consignor until a work is sold and the price is received in full; the gallery holds as bailee; no work may be pledged or used as security, and consigned works do not form part of the gallery’s assets. This is the clause a consignor’s lawyer reads first.

6. Copyright and reproduction

Copyright remains with the artist and nothing in the agreement transfers it. The gallery gets a licence to reproduce images solely to promote the sale — premises, website, catalogue, press and social channels — during the term, with the artist credited. Selling a physical work has never transferred its copyright, and contracts that blur the two cause real damage.

7–8. Risk, insurance and care

Risk passes to the gallery on delivery and stays there until the work is sold or returned; the gallery insures for full retail value with the consignor as loss payee and produces evidence on request. Clause 8 requires secure, climate-controlled storage and museum-standard handling, and forbids cleaning, restoring, framing or altering without written consent.

9–12. Payment, return, termination and law

Sale notified within seven days, consignor’s share remitted within thirty days of cleared funds, with a statement identifying the work, the buyer’s status, the price and the commission. Unsold works return at the gallery’s expense within fourteen days. Either party may terminate for unremedied material breach or insolvency, without disturbing commission already earned.

Where consignments go wrong in practice

The most common failure is a schedule that drifts. Works are added by text message, prices change verbally, a piece goes out to a fair and comes back to a different room — and six months later neither party can say what is on consignment. The schedule is part of the contract, so adding work means a new schedule signed by both, not an amended list in someone’s inbox.

The second is the discount conversation happening at the wrong time. A gallery that has not agreed its discount authority in advance will either lose a sale asking permission or grant a discount it cannot justify afterwards. Filling in clause 4 before the first viewing is a five-minute conversation that prevents an argument about a five-figure sum.

What it does not do

It is a structured starting point, not legal advice, and it is written from a general gallery-practice position rather than for your jurisdiction. Artist-consignment statutes, secured-transactions filings that can protect a consignor against a gallery’s creditors, resale royalty regimes, and sales-tax treatment all vary by where you are, and none of them is addressed here. It does not vary commission per work — the rate is set once at agreement level, with per-work prices in the schedule. It does not collect signatures electronically, and it does not track the consignment afterwards. Have a lawyer read the clause set once against your jurisdiction; then reuse it.

Questions, answered

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