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.

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Definitions: “GVAC” collectively refers to GVAC and its directors, officers, employees and independent contractors and subcontractors retained by GV Art Conservation, LLC. “Object(s)” include but are not limited to artwork, sculptures, and other related property. “Client” is the person(s), company or organization, who retains GVAC for services and is liable to remit payment for services.

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”), attached hereto as “Schedule A.” Each time Services are requested or modified, a new Schedule A Proposal shall be executed and shall become incorporated into this Agreement. 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 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. 

Client Authority: Client warrants and represents that he/she has authority to obtain Services and enter into this Agreement and Proposals with respect to Object(s). 

Confidentiality: GVAC agrees to keep confidential and not to 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, 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 without first getting express written permission from an Officer of GVAC. 

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 Object(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.

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.  If Client fails to retrieve Object(s) within the above-mentioned prescribed time, Client agrees to pay a minimum storage fee of $350/month or $20 per cubic foot/month, whichever is greater. 

For all Services performed in temporary workspaces (e.g., art fairs), Client acknowledges that GVAC may not be able to store artworks for more than a few hours after services have been rendered. In these instances, Client will make every effort to collect Object(s) as quickly as possible. Client further acknowledges that failure to retrieve Object(s) in a timely manner may result in their abandonment. In this instance, Client agrees not to hold GVAC liable for any damage, loss, or theft of Object(s). 

Term, Termination, Deposit and Early Termination Fee: This Agreement shall become effective as of the date set forth above and shall remain in effect for a period of one (1) year, upon which date the Agreement shall renew automatically every thirty (30) days on a month-to-month basis, unless terminated with 30-days prior written notice by either GVAC or Client.  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 any portion of the deposit necessary to cover expenses and fees to date (at GVAC’s discretion), including but not limited to travel expenses. 

Rates, Fees, Interest, and Lien:  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 2% 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 if Client’s account has an unpaid balance. GVAC shall maintain a lien on all Object(s) to cover unpaid invoices relating to all Services performed as permitted by the laws of the State of New York. 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. 

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 year of the completion of Services or the date the damages to the Object(s) were discovered (whichever sooner).  

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.

Indemnity and Hold Harmless: Client shall defend, indemnify and hold GVAC harmless from and against all claims, liabilities, damages, losses and judgments, incurred or brought by third parties and/or insurers, including attorneys’ fees, costs and expenses incident thereto, which may be incurred by or recoverable from GVAC by reason of loss or damage to the Object(s). 

Subpoenas and Depositions: In the event that GVAC or any of its officers, directors, members or employees receive a subpoena from Client or a third party relating to the Object(s) or this Agreement, Client shall pay GVAC on demand the costs GVAC or any of its officers, directors, members or employees incurs, including reasonable attorneys’ fees, in responding to the subpoena.

Choice of Law, Jurisdiction and Severability: This Agreement shall be governed by laws of New York without reference to its choice of laws and any action arising from this Agreement shall be brought only in the Federal or State Courts of New York in New York County. Should any of these terms or conditions ever be found invalid and/or unenforceable, the remainder of them shall remain in full force and effect.

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Revised on May 4, 2023.