Standard Terms and Conditions
These Standard Terms and Conditions shall govern and apply to all services, transactions, and agreements between GV ART CONSERVATION, LLC, a Delaware corporation whose principal business address is 38-10 29th Street, 3rd Floor, LIC, NY 11101 (hereinafter “GVAC”) and Clients, and are incorporated by reference into all agreements, including but not limited to all Conservation and Restoration Services Proposals and Services Agreements.
1. DEFINITIONS: “GVAC” collectively refers to GVAC and its employees, subcontractors, independent contractors and agents. “Object(s)” include but are not limited to art work, sculptures, and other related property. “Client” is the person(s), company or organization, who retains GVAC to conserve and perform Services upon Object(s) and is liable to remit payment for services.
2. SERVICES: GVAC’s Services include, but are not limited to: examination, restoration, conservation, repair, and treatment of Objects. Services shall be specified in writing on the executed Conservation and Restoration Proposal (“Proposal”). Each time Services are requested or modified, a new Proposal shall be executed and shall incorporate these terms and conditions. GVAC may accept assignments verbally or via electronic correspondence at its discretion. In addition to the Services agreed upon in each Proposal, GVAC may determine at its own discretion that additional Services are required, and request written and/or oral authorizations from Client to perform such Services. Any such Services are subject to the terms and conditions of this Agreement and GVAC’s Standard Terms and Conditions.
3. CLIENT AUTHORITY: Client expressly warrants and represents that Client, their art advisors, and agents have authority to obtain Services and to enter into Agreements and Proposals with GVAC with respect to Object(s).
4. CONFIDENTIALITY: GVAC agrees to keep confidential and to not disclose to any third party, other than such Party’s attorney(s), accountants, and entities or persons relating to the Object(s), Proposals, Services, or Client’s identity, unless compelled or required to do so by government subpoena, applicable law, regulation or legal process; provided, however, that Client agrees that GVAC may disclose information concerning the Services for teaching and/or educational purposes. Client acknowledges and agrees that GVAC’s Proposals are the sole and exclusive property of GVAC. Client agrees not to contact GVAC’s employees and/or independent contractors, for any reason concerning or relating to Object(s), Proposals, or Services.
5. LIMITATION OF LIABILITY: GVAC’S MAXIMUM LIABILITY FOR LOSS OR DAMAGE TO OBJECT(S) BY ANY CAUSE WHATSOEVER, EXCEPT IN CASES OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IS LIMITED TO THE TOTAL COST OF SERVICES PAID BY CLIENT OR $500.00, WHICHEVER IS LESS, BUT IT SHALL NOT EXCEED THE ACTUAL LOSS OR DAMAGE. Client agrees that Client is responsible to insure Client’s Artwork(s) against all perils of whatsoever nature. GVAC shall not be liable for consequential, special, or punitive damages, including, but not limited to, loss caused by delay, loss of revenue, income, profit, diminution of market value, and /or utility, and emotional distress whether or not GVAC had knowledge that such damages may have been incurred.
6. RETRIEVAL OF OBJECT(S): Client acknowledges and agrees that GVAC is not a storage facility or warehouse for Client’s Object(s). Therefore, for all Services performed in GVAC’s Studio, Client shall retrieve their Object(s) within ten (10) business days of being notified that Services have been completed. For all Services performed outside of GVAC’s Studio, Client shall retrieve Object(s) within six (6) hours of being notified that Services have been completed. If Client fails to retrieve Object(s) within the above mentioned prescribed time, Client herein expressly authorizes GVAC to act as Client’s agent to enter into a transport and/or storage agreement in Client’s name with a reputable fine art transporter and/or warehouse to have Client’s Object(s) transported to that company’s storage facility at Client’s expense. The transporter / warehouseman’s standard terms and conditions shall apply, including but not limited to any limitation of liability and/or lien provisions that may be in the agreement executed on Client’s behalf by GVAC.
7. NON-SOLICITATION: Client shall not directly or indirectly, individually or on behalf of any other person, aid or endeavor to solicit or induce any of the GVAC’s employees to leave their employment with GVAC or to accept employment or any other work with Client or any other person, corporation, limited liability company, partnership, sole proprietorship or other entity.
8. TERM AND TERMINATION: The terms of these Standard Terms and Conditions shall begin on the date of approval of the Proposal or Agreement, or the date that Client’s Object(s) are in the possession of GVAC, whichever sooner. These Standard Terms and Conditions shall apply to all services, transactions, and any other activity performed or undertaken by GVAC and/or Client. Termination by either party of an Agreement or Proposal shall not affect Client’s obligation to pay GVAC for charges incurred. Object(s) may not be removed from GVAC until Client pays GVAC’s final invoice through the date of termination.
9. DEPOSIT AND EARLY TERMINATION FEE: Client acknowledges and agrees that GVAC expends significant time and expense, including but not limited to travel expense, in performing Services under Proposals. Client agrees to pay GVAC an upfront 50% deposit on the total fee as stated on each Proposal. In the event Client cancels the Proposal and terminates GVAC’s Services on Client’s Object(s), GVAC shall retain the deposit and may also assess an additional fee on Client for expenses incurred to date, including but not limited to travel expenses.
10. RATES, FEES, AND INTEREST: Client shall be solely responsible for all GVAC’s Fees for Services as set forth in each Proposal. All payments for charges incurred on Client’s account are due and payable upon invoice by GVAC. If Charges are not timely paid in accordance with this Agreement, Client shall pay an additional 5% interest charge per month for each month thereafter until charges are fully paid. GVAC reserves the right to refuse payment by check at any time. Client shall pay a $25.00 fee for each dishonored check. No Object(s) may be removed from GVAC’s possession unless Client has paid GVAC in full for all Services.
11. LIEN: GVAC shall have a lien against Object(s) pursuant to N.Y. Lien Law, including but not limited to Articles 8 and 9, and liens pursuant to New York Uniform Commercial Code §§ 7-209 and 7-210 and Uniform Commercial Code §§ 7-204, 7-209 and 7-210, for all charges and expenses incurred for Services performed on Object(s), attorneys’ fees and monies due. This lien is superior to all other liens and security interests and is effective as of the date that Object is tendered to GVAC for Services. Client shall be deemed to be in default after 90 days in arrears and agrees that upon 30-days written notice, GVAC may exercise its lien or dispose of Object(s) in any manner authorized by New York law.
12. SUBCONTRACTING: Client acknowledges and agrees that GVAC may subcontract the performance of Services to Third Parties (“Subcontractors”). GVAC shall not be liable or responsible for any negligence, malpractice, fault, errors or omissions in the performance of Services by Subcontractors. When Subcontractor physically handles or performs Services upon the Object(s), they do so subject to the limitations of liability set forth herein.
13. ACCESS: Client shall at no time be permitted access to their Object(s) without prior notice and approval from GVAC. All persons must be accompanied by a GVAC employee while in GVAC’s Studio and/or while viewing Object(s).
14. APPLICABILITY TO SERVICES PERFORMED OFFSITE: These Standard Terms and Conditions, each Proposal, and each Agreement’s Terms and Conditions shall apply to all Services performed by GVAC for Client, including Services performed at GVAC’s studio and /or Services performed offsite.
15.THIRD PARTY ACTIONS TAKEN AGAINST GVAC: Should any legal actions be served on and/or taken against GVAC and/or its employees, relating to Client’s Objects, including but not limited to Subpoenas and Warrants, Client agrees to pay GVAC’s attorneys’ fees incurred as a result of GVAC’s attorneys’ defense of and/or compliance with said actions.
16.NO WARRANTIES AND NO GUARANTEES: GVAC makes no guarantees of success or effectiveness of any Services, and does not make any warranties, express or implied, as to any Services performed by GVAC. Client acknowledges and agrees that Client assumes responsibility for the results of Services.
17. NOTICE OF CLAIM AND FILING OF SUIT: Claims for loss or damage must be made in writing to GVAC within five (5) days of discovery of damage. No actions or lawsuits shall be commenced by Client unless a written claim has been filed with GVAC as a condition precedent. Client agrees to retain all packaging, crates, frames and containers and their contents in the same condition they were in when damage was discovered. Any action or lawsuit brought against GVAC arising from Services must be commenced within one (1) year of the completion of Services or the date the damages to the Object(s) were discovered (whichever sooner).
18. WAIVER OF SUBROGATION: Client hereby waives any and all rights of recovery against GVAC, its officers, members, agents and employees, occurring and or arising out of any loss or damage to the Object(s) to the extent such loss or damage is covered by insurance. This waiver of subrogation shall be in addition to, and not in limitation or derogation of, any other waiver, release, or limitation of liability contained in this Agreement with respect to any loss of, or damage to the Object(s). Inasmuch as the above waiver will preclude the assignment of any aforesaid claim for loss of, or damage to Object(s) by way of subrogation to an insurance company, the Client agrees to immediately furnish its insurers with written notice of the terms of said waiver, and to have all applicable insurance policies properly endorsed, if necessary, to prevent the invalidation of said insurance coverage by reason of said waiver of subrogation. Client shall furnish GVAC with all applicable insurance policies on request.
19. INDEMNITY AND HOLD HARMLESS: Client shall defend, indemnify and hold GVAC harmless from and against any and all claims, liabilities, damages, losses and judgments, incurred or brought by third parties and/or insurers, including attorneys’ fees and costs and expenses incident thereto, which may be incurred by or recoverable from GVAC by reason of loss or damage to the Object(s).
20. RIGHT TO AMEND: GVAC reserves the right to amend, modify and/or otherwise change at any time, without prior notice of any kind, these Standard Terms and Conditions. Client agrees to abide by the most recent version of these Standard Terms and Conditions.
21. CHOICE OF LAW: This Agreement shall be governed according to the laws of New York without reference to its choice of laws.
22. JURISDICTION: Client agrees that any action arising from this Agreement shall be brought exclusively in the Federal and/or the State Courts of New York in New York County.
23. SEVERABILITY: In the event any Paragraph(s) and/or portion(s) hereof are found to be invalid and/or unenforceable, the remainder hereof shall remain in full force and effect.
Revised on April 16, 2018.