CONSIGNMENT AGREEMENT

CONSIGNMENT AGREEMENT

BETWEEN

 (the “CONSIGNEE”)

AND

___________________________________________________

(the “CONSIGNOR”)

CONSIGNMENT AGREEMENT

This Consignment Agreement (the “Agreement”) is entered into as of the ________of ____, 2022,  between ___________________________, (the “Consignor”) and _______________________, (the “Consignee” and, together with the Consignor, collectively the “Parties”).

RECITALS

WHEREAS, the Consignee is engaged in the sale of ______________ [Insert Description]; and

WHEREAS, the Consignor has created, expended time and labor on, and owns certain products (collectively, the “Products”), and wishes to sell those Products; and

WHEREAS, the Consignor desires that the Products to be sold on consignment by the Consignee, and the Consignee wishes to sell those Products on behalf of the Consignor;

NOW, THEREFORE, in consideration of the mutual consent and covenants contained in this Agreement, the receipt and sufficiency of which is acknowledged, the Parties hereby agree as follows:

1.  INITIAL CONSIGNED PRODUCTS

On __________ [DATE], theConsignor will deliver the following Products to the Consignee on a consignment basis:

Description of Goods	No. of Units	Initial Retail Price
1.
2.
3.

• DELIVERY OF PRODUCTS

The Consignee accepts the Products from the Consignor on a consignment basis only and the same shall delivered and/or received 72 hours prior to the rental period. The Consignor shall be solely responsible for the cost of delivering the Products to the Consignee. All risk of loss or damage to the Products while those Products are in transit remains with the Consignor.

• CONSIGNMENT PERIOD

The consignment shall begin on the date the Products are received by the Consignor and shall end on the last day of that calendar month; This term shall extend automatically from month to month (through the end of each calendar month) until either Party ends the then-applicable consignment period by providing written thirty (30) days notice of its termination.

• PRODUCTS AND SERVICES

• Products

Products shall refer to the goods consigned by Consignor to Consignee pursuant to this Agreement.

•  Stock levels

The Consignor must maintain acceptable stock levels thus no shelf allocated to the Consignor should be left empty failure to which the Consignee can terminate the Agreement immediately.

• Warranty

Consignor warrants that products delivered by it to Consignee shall be as described in the application accepted by Consignor and that all products delivered by it to Consignee shall be free from defects in workmanship or materials, but there are no warranties which extend beyond such description.  consignor hereby excludes any warranty of merchantability or of fitness for any particular purpose and any warranty which might otherwise arise from the course of dealing between the parties thereto or from any usage of trade.  products are not consigned by sample unless that fact is specifically stated.

• EFFORTS TO SELL

The Consignee will display the Products in a prominent place in the Consignee’s establishment, and will make every effort to sell the Products at or above the initial retail prices listed in Section 1 (the “Retail Prices”). The Consignee must obtain the express written consent of the Consignor before offering the Products for sale at less than their respective Retail Prices.

• TITLE TO PRODUCTS

Title to and ownership in the Products will remain with the Consignor until such Products are sold in the regular course of business, used or purchased by the Consignee, or as may otherwise be provided in this Agreement.

•  PRICE, PAYMENT, AND DISCOUNT OR COMMISSION

• Sales Price

Consignee shall quote to Purchasers the price for Products established by Consignor in the latest price list of Consignor furnished to Consignee.

• Change of Price

Consignor reserves the right to change its price list from time to time and Consignee shall adjust the prices which it quotes so as to conform to the revised price list.

• Time for payment, amount of payment and Commission to Consignee and Payout to Consignor

1. Time of Payment. The Consignor agrees that the Consignee shall require and receive full payment on the sale of the consigned Products prior to any obligation of the Consignee to remit payment to the Consignor for the same as follows;

1. For 3 * 3 product space and the rental period is 3 months the rent shall be $300 per month plus a commission of 20%;

1. For 3 * 3 product space and the rental period is 6 months the rent shall be $150 per month plus a commission of 20%; and

1. If the Consignor does not pay the final month rent, the Consignee shall retain stock or payout equal to the value of rent.

• Payout to Consignor. The Consignor and the Consignee agrees that payouts to the Consignor shall be made twice a month, on the 5^th day and the 15^th day of each month. If payouts are to be made on the 5^th day of the month and the same is not sent due to pending rent the same will be made on the 15^th day of the month. However, if the rent is still pending, the payout will be sent the following month

• Territory

• Territory

Consignee shall have the right to sell Products only within the following territory, hereinafter Territory:  within……..It is agreed that Consignor may at any time reduce, enlarge, or otherwise alter the Territory by giving notice in writing of such change, and designating the new territory.  Such alteration shall not affect the remaining terms of this Agreement.

• Exclusivity

So long as Consignee faithfully and in good faith performs its obligations under this Agreement, Consignor shall not appoint any other consignee, agent, distributor or representative in the Territory, except if an adequate and sufficient level of sales as determined by Consignor is not established or maintained by Consignee to Purchasers in the Territory.

• RISK OF LOSS; DAMAGE

No risk of loss or damage of the Products will pass to the Consignee when the Products are in the Consignee’s physical possession as it has full security system and cameras operating 24 hours a day and staff on site during all operating hours. Therefore the Consignee will not be liable for any breakage/ damage during shipping or theft within the store.

1. RETURN OF PRODUCTS

At any time, and from time to time, the Consignor may require the return of all or some of the Products on the provision of 30 days’ written notice. The Consignee may require the immediate removal of all of the Products within 30 days of the last agreement day . All costs of removing the Products will be borne by the Consignor. If the Consignor does not remove the designated Products within the 30 days of the last agreement day without notice to the Consignee, the Products shall be deemed abandoned by the Consignor and full title to such abandoned Products will pass to the Consignee with no further conditions. The Consignee may thereafter dispose of the abandoned Products in its sole discretion.

1. SHUT DOWN OF STORE

If the Consignee shuts down the premises due to a pandemic and/or government directives, the shut down does not terminate the Agreement.

1. TERMINATION

Either Party may terminate this Agreement at any time, for any reason. Termination shall be effective when either Party serves written notice thereof on the other Party, to such Party’s notice address listed in Section 12 of this Agreement. Within 30 days of the date of the termination notice, all Products must be returned to the Consignor.

If the Consignor terminates the Contract earlier than stipulated in the Agreement, the Consignor shall pay 50% of the rent or give the Consignee stock valuing equal  amount of rent.

1.  NO ASSIGNMENT

Neither Party may assign this Agreement or any interest herein without the other Party’s express prior written consent.

1. NOTICES

Any notice or other communication provided for herein or given hereunder to a Party hereto shall be in writing and shall be given in person, by email to the respective Party as follows:

If to the Consignor:

__________________________________________

__________________________________________

__________________________________________

If to the Consignee:

__________________________________________

__________________________________________

__________________________________________

1. NO PRODUCT WARRANTIES

The Consignee shall not offer any warranties on the sale of any Product, except to the extent a warranty is required by law and cannot be disclaimed.

1. GOVERNING LAW AND EQUITABLE RELIEF

This Agreement shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws and decisions of Canada, without regards to its conflict-of-law provisions. The Parties hereby irrevocably consent to the jurisdiction of the courts of Canada with respect to any matter arising under this Agreement, and further irrevocably consent to service of process by hand delivery to the addresses listed above for the Parties.

1. ENTIRE AGREEMENT

This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both Parties.

1.  NO IMPLIED WAIVER

Either Party’s failure to insist, in any one or more instances, on strict performance by the other Party of any of the terms of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term hereof.

1. SEVERABILITY

If one or more of the provisions of this Agreement shall be declared or held to be invalid, illegal, or unenforceable in any respect in any jurisdiction, the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby and any such declaration or holding shall not invalidate or render unenforceable such provision in any other jurisdiction. 

• COUNTERPARTS/ELECTRONIC SIGNATURES

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of e-mail or other electronic medium shall have the same force and effect as an original signature.

• HEADINGS

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

         IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

CONSIGNOR:                                                           CONSIGNEE:

By:_________________________________		By:________________________________
Name: Title:		Name: Title: