State of Louisiana
CONSIGNMENT AGREEMENT
THIS CONSIGNMENT AGREEMENT (hereinafter “the Agreement”) is entered into and
made effective as of _________________[Date], _________________[Month], Two
Thousand and Twenty-Three (2023).
BETWEEN;
1. Clothed in SD having a primary address at XXX
(hereinafter “the Consignee”) of the first part;
-AND-
2. [CONSIGNOR’S NAME] having a primary address at [ADDRESS] (hereinafter “the
Consignor”) of the second part.
Hereinafter, the Consignee and the Consignor may be referred to individually
as “Party” and collectively as the “Parties”
WHEREAS;
1. The Consignor owns rights and title to the items of online clothing business (the
“Consigned Items”) described in Exhibit A;
2. The Consignee desires to take possession of the Cosigned Items with the
intention of selling on behalf of the Consignor;
IN CONSIDERATION OF the promises and covenants herein, as well as other
good and valuable consideration (the receipt and sufficiency of which is hereby
acknowledged), the Parties do hereby agree as follows:
AGREEMENT TO SELL
1. In accordance with this Agreement, the Consignor grants an exclusive right to
display and sell the mutually agreed upon Consigned Item(s), pursuant to the
terms of this Agreement.
2. Consignee agrees to place on display the mutually agreed upon Consigned Item(s)
in a prominent area within the store’s premises.
3. The sale price of all Consigned Items and terms of said sale shall be determined by
Consignor.
PROCEEDS AND TERMS OF SALES
4. The Consignee shall be entitled to retain forty (40%) of all proceeds from the sale
of each Consigned Item.
5. The Consignee shall submit a payment for the full amount of the sale price, less
the aforementioned agreed upon forty (40%), to the Consignor within thirty (30)
business days of receipt of the sale. The Consignor shall be paid their portion of
the proceeds, sixty (60%) of the sale price, not to include any applicable sale tax
charged, at the end of each month, on or before the 30 th , for sale of their item(s)
during that particular month.
6. The Consignee agrees to maintain the agreed upon selling price for each Consigned
Item and will accept nothing less unless otherwise agreed upon in writing and
signed by both parties.
7. The Consignee shall maintain insurance for the premises and all contents thereof
against any damage or theft that may occur to any Consigned Item(s) left with the
Consignee to sell.
8. The Consignee shall retain possession and control of the Consigned Items for a
minimum period of days, beginning on the aforementioned agreement date.
9. Prior to or upon delivery of the Consigned Items, the Consignor shall provide a
complete and accurate inventory list of the Consigned items that have been
consigned to be sold. This list must include a description of each item, the
quantity of each item, the agreed upon price of each item, photo(s) of each item,
and it must be signed by the Parties upon acceptance.
10. The Consignee shall only accept clean, and quality Merchandise and Consigned
Items in good condition.
11. All Consigned Items shall remain at the aforementioned Consignee address and
shall not be moved to another location without prior written notice to the
Consignor.
12. Any Consigned Item(s) that is not sold at the end of the Consignment Period (the
“Consignment Period”) shall be evaluated by both the Consignee and the
Consignor. In the event that the Consignor decides to remove their Merchandise
(the “Merchandise”), the Consignor shall assume all responsibility for retrieving
and removing the unsold Consigned Item(s) or arrange for the pick-up and all costs
associated with said removal of the Consigned Item(s).
PAYMENT TERMS
13. The Parties agree that payments shall be made in the form of Check payments.
14. In this Agreement, the Consignor will provide a startup cost of ninety ($90) to
cover individual start up business expenses on the Consignee’s platform.
Consignee shall be entitled to retain forty (40%) of all proceeds from the sale of
each Consigned Item.
15. Once the Consignor earns $150 or more in profits the Consignor will receive a
payment from Consignee on the 3 rd day of the following month. If the Consignor
does not reach a profit of $150 within 180 days, Consignor will receive a payment
from Consignee on the 3 rd day of the following month.
MERCHANDISE RECORDS
16. It shall be the responsibility of the Consignee to maintain all records of
consignments and ensure accurate record keeping of each Consigned Item,
quantity and what was sold. The Consignor shall have the right to inspect all
records related to their account.
MERCHANDISE OWNERSHIP
17. The Consignor shall retain ownership of any and all Consigned Items until such
time as the Consigned Item(s) is sold.
BREACH OF AGREEMENT
18. In the event that the Consignee fails to perform and/or adhere to the terms and
obligations contained herein this Agreement, the Consignor shall be afforded the
opportunity to cancel this Agreement by providing Twenty-one (21) days advance
written notice to the Consignee.
19. However, the Consignor shall in turn afford the Consignee the opportunity to take
corrective action prior to the deadline stated in the aforementioned advance
written notice to avert cancellation of this Agreement.
TERMINATION OF CONSIGNMENT AGREEMENT
20. The Consignee may terminate this Agreement at any time and for any reason by
providing Twenty-one (21) days advance written notice and by returning to the
Consignor all the unsold Consigned Item(s) that is the subject of this Agreement.
21. The Consignor may terminate this Agreement at any time and for any reason by
providing Seven (7) days advance written notice, but said termination shall not
affect the agreement regarding Consigned Items of merchandise already sold. The
expense of delivery to the Consignor of any unsold Consigned Item(s) shall be the
responsibility of the party terminating this Agreement.
22. The Consignee may terminate this Agreement at any time:
a) in the event that the business is not profiting and is not going in the
expected direction;
b) If the Consignor’s product is not selling;
c) If the Consignor is not keeping up with provision of inventory and/ or
Merchandise in a timely manner;
d) If the Consignor is not keeping up with the monthly dues and payments.
BUSINESS OPERATION
23. The Consignee shall maintain the exclusive right to determine the business
operation and management of its premises.
24. The Consignor shall have no liability or responsibility for the operation and
management of the Consignee’s business, employees, staff, officers or agents or
any torts or other causes of action that may result from daily operation of
business, and the Consignee agrees to defend, indemnify and hold harmless the
Consignor for same.
25. The Consignor shall be responsible for having the merchandise and Consigned
Item(s) on hand and ready for shipment within three (3) business days.
LIABILITY FOR LOSS, DAMAGE OR THEFT OF CONSIGNED MERCHANDISE
26. In the event that the Consigned Item(s) is lost, stolen, destroyed, damaged or
unaccounted for due to any cause, known or unknown, while consigned to the
Consignee:
a) The merchandise, or each Consigned Item(s), that is lost or unaccounted for
shall be considered as having been sold, and the Consignee shall pay unto
the Consignor the amount agreed herein as if the lost merchandise or
Consigned Item(s) had been sold and the Consignor shall be paid the
previously agreed upon percentage, and that amount shall be paid no later
than 30 days following the loss of the merchandise and Consigned Item(s).
INSURANCE
27. Consignee shall maintain insurance coverage that shall be sufficient to compensate
the Consignor in the event of fire, damage, robbery, theft, or otherwise.
28. However, the Consignor is obliged to take out the appropriate insurance for any
damage or loss that may occur during transportation. Otherwise, the Consignor
will be responsible for the loss and damage that occurred during transportation.
DISPUTE RESOLUTION MECHANISM
29. The Consignee and the Consignor agree that should any dispute arise through any
aspect of this relationship, including, but not limited to, any matters, disputes or
claims, the parties shall confer in good faith to promptly resolve any dispute. In
the event that the parties are unable to resolve the issue or dispute between
them, then the matter shall be mediated and/or arbitrated in an attempt to
resolve any and all issues between the parties.
30. The parties agree that any claim or dispute that arises from for through this
Agreement, the relationship or obligations contemplated or outlined within this
agreement, if not resolved through mediation, shall then go to and be resolved
through final and binding arbitration. Any decision reached by the Arbitrator shall
be final and binding and, if required, may be entered as a judgment in any court
having jurisdiction. This Agreement shall be interpreted and governed by and in
accordance with the Federal Arbitration Act 9 U.S.C. §1-16.
31. The Consignor shall be responsible for the payment of the legal fees arising from
any dispute in relation to this Agreement.
SEVERABILITY
32. In the event that any provision of this Consignment Agreement shall be deemed to
be severable or invalid, and if any term, condition, phrase or portion of this
Agreement shall be determined to be unlawful or otherwise unenforceable, the
remainder of the Agreement shall remain in full force and effect, so long as the
clause severed does not affect the intent of the parties. If a court should find any
provision of this Agreement to be invalid or unenforceable, but that by limiting
said provision it would become valid and enforceable, then said provision shall be
deemed to be written, construed and enforced as so limited.
WARRANTY
33. Neither the Consignee nor the Consignor shall make any guarantee or warranties in
relation to any sale, use or transfer of the merchandise by the other party or any
third party acting on behalf of the Consignee or the Consignor.
ASSIGNMENT
34. This Agreement is not assignable and may not be modified other than by a written
modification agreed to and signed by both parties.
FORCE MAJEURE
35. In no event shall the Parties be responsible or liable for any failure or delay in the
performance of its obligation under this Agreement arising out of or caused by,
directly or indirectly, forces beyond its reasonable control, including without
limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or
military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer
(software or hardware) services.
NON-DISCLOSURE AND CONFIDENTIALITY
36. The Parties acknowledge that the existence and terms of this Agreement and any
oral or written information exchanged between the Parties in connection with the
preparation and performance of this Agreement are regarded as confidential
information.
37. Each Party shall maintain confidentiality of all such confidential information, and
without obtaining the written consent of the other Party, it shall not disclose any
relevant confidential information to any third parties, except for the information
that:
a) Is or will be in the public domain (other than through the receiving Party’s
unauthorized disclosure);
b) Is under the obligation to be disclosed pursuant to the applicable laws or
regulations, rules of any stock exchange, or orders of the court or other
government authorities; or
c) Is required to be disclosed by any Party to its shareholders, investors, legal
counsels or financial advisors regarding the transaction contemplated
hereunder, provided that such shareholders, investors, legal counsels or
financial advisors shall be bound by the confidentiality obligations similar to
those set forth in this section.
38. Disclosure of any confidential information by the staff members or agencies hired
by any Party shall be deemed disclosure of such confidential information by such
Party, which the Party shall be held liable for breach of this Agreement. This
Section shall survive the termination of this Agreement for any reason.
GOVERNING LAW
39. This Agreement shall be construed and governed in accordance with the laws of
the State of Louisiana .
WAIVER
40. The Consignee and the Consignor agree that instances or patterns of wavier,
forbearance, course of dealing or trade usage shall not affect the right of either
party to demand performance of any term or condition contained within this
Agreement.
AMENDMENTS
41. Any amendments or variation to this Agreement shall be in writing with the mutual
consent of both Parties.
ENTIRETY
42. The herein contained Consignment Agreement constitutes the entire understanding
of both the Consignee and the Consignor pertaining to all matters contemplated
hereunder at this time. The parties signing this Consignment Agreement desire or
intend that any contract or other Agreement entered into between the parties
subsequent hereto shall supersede and preempt any conflicting provision of this
Consignment Agreement whether written or oral.
IN WITNESS WHEREOF, the Parties have signed this Agreement as of the day
and year first above written.
SIGNED by the parties: )
……………………………. )
(Clothed in SD- CONSIGNEE) ) _________________
) Signature
)
AND )
………………………………. )
([Consignor’s Name]- CONSIGNOR) ) _________________
) Signature
)
EXHIBIT A
CONSIGNED ITEM(S) AMOUNT ($)
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