CONSIGNMENT TERMS AND CONDITIONS
THESE TERMS AND CONDITIONS CREATE A CONTRACT BETWEEN YOU AND THE CONSIGN GROUP (THE "AGREEMENT"). PLEASE READ THIS AGREEMENT CAREFULLY. TO CONFIRM YOUR UNDERSTANDING AND ACCEPTANCE OF THE AGREEMENT, CLICK "AGREE" OR SIGN THE AGREEMENT. YOU MUST AGREE TO THIS AGREEMENT IF YOU WISH TO CONSIGN GOODS THROUGH THE CONSIGN.
The Consign Terms of Service located are included in this Agreement and apply to your and The Consign’s activities under this Agreement. ONCE YOU AGREE TO THIS AGREEMENT, IT WILL REMAIN IN EFFECT UNTIL YOU OR THE CONSIGN GROUP TERMINATES IT.
1. OVERVIEW: The Consign markets and sells luxury designer items, jewellery, watches, clothing, and some home goods. You would like The Consign to sell the items that you have sent to us or that we have collected from you (collectively, the "Property") on a consignment basis. This means that you, not The Consign, will still own the Property, even after you transfer physical possession of the Property to The Consign. After The Consign receives or picks up Property from you, The Consign will send you an email in accordance with "Notices" at Section 19 below confirming the items of Property received. Once the items have been evaluated, inspected, and authenticated by The Consign authentication team, (the items are then "Accepted") and the list price(s) assigned to those Accepted items. Please note that all prices are determined at The Consign’s sole discretion unless previously agreed in writing. The Accepted items will then be processed and listed as available for sale on the site and, at the Consign’s sole discretion.
2. DELIVERY OF PROPERTY; RISK OF LOSS; INSURANCE
The Consign accepts the Property from you on a consignment basis only. You are responsible for all risk of loss or damage to the Property until The Consign takes physical possession of it; however, if you use The Consign’s approved, pre-paid shipping label or complimentary courier service and approved method of shipment to ship your Property, The Consign will assume the risk of loss or damage to the Property upon shipment. A "Shipment" means items of Property that are shipped together under one The Consign approved, pre-paid shipping label or complimentary courier service. If an item of Property is damaged, stolen, or lost while in The Consign’s possession, it will be treated as Sold (defined in "Title to Property" at Section 7 below) and The Consign will pay you a Commission (defined in "Commissions and Payment" at Section 8 below) on that item. The Commission will be based on the damaged, stolen, or lost item’s estimated Net Selling Price (defined in "Commissions and Payment" at Section 8 below), which will be determined solely by The Consign.
3. PROPERTY ACCEPTANCE CONDITIONS
Upon receipt, The Consign will evaluate each item of Property to determine, in its sole discretion, its authenticity, quality, and value. The item’s condition will affect the valuation. The Consign only Accepts Property for consignment: (a) that The Consign determines in its sole discretion to be in very good to excellent condition; (b) that is listed in The Consign’s current Designer Directory at the time of evaluation; (c) that The Consign determines in its sole discretion to be authentic; and (d) for which the representations and warranties you make in the "Your Representations, Warranties, and Indemnification" section below are true. Property that does not meet the above requirements will not be accepted and will be either (1) returned to you at your expense or (2) with your approval, confirmed in writing, The Consign will donate your items to a charity of its choice (see "Unauthenticated Items" at Section 4 below and "Consignment Period and Return of Property" at Section 5 below for more information).
4. UNAUTHENTICATED, COUNTERFEIT, OR STOLEN ITEMS
You are responsible for ensuring the authenticity of all Property you provide to us. If The Consign cannot confirm the authenticity of any item of Property you have provided, it shall have the right in its sole discretion to refuse to accept the item. If The Consign determines at any time that an item of Property is counterfeit, The Consign shall notify you that it has made such a determination and you will have an opportunity to provide proof of purchase/other proof of authenticity acceptable to The Consign. You acknowledge and agree that any item The Consign finally determines to be counterfeit will not be returned to you and will be destroyed. You acknowledge and understand that The Consign is subject to laws and regulations relating to claims that consigned items are counterfeit, have been stolen, or otherwise violate applicable law. The Consign takes such reports seriously and will cooperate with law enforcement in all investigations.
5. CONSIGNMENT PERIOD AND RETURN OF PROPERTY
The "Consignment Period" for each item of Property begins on the date The Consign Accepts the item for consignment and ends 92 days thereafter, even if this Agreement has been terminated during that time by you or The Consign. At any time during the Consignment Period, and subject to this provision, you may request in writing that The Consign return the item (a "Return Request"), so long as the item has not already been Sold. Once The Consign receives your Return Request, it will use commercially reasonable efforts to remove the item from www.theconsign.com (the "Site") and from any of our sales networks if applicable, before it is sold. It is your responsibility to ensure that The Consign has your most current contact information and mailing address. (a) If the Return Request is made between the date of this contract and the end of the 92 Consignment period, The Consign will return the item within 10 days. The Consign will charge you the costs of return and photography for the item, in such case, such costs shall be deducted from your pending Commissions. If you do not have enough pending Commissions available to cover the costs of return, The Consign shall have no obligation to return the item to you unless and until you pay The Consign the costs of return prior to shipment. (b) If an item remains unsold at the end of the Consignment Period, The Consign will contact you and, at your option and The Consign’s expense: (i) return the item to you or (ii) donate the item to a charity of The Consign’s choice. If at the end of the Consignment Period The Consign is unable after using commercially reasonable efforts to contact you at the email or physical address it has on file for you in accordance with the "Notices" at Section 19 below, the item may be donated to a charity of The Consign’s choice.
6. EFFORTS TO SELL; PRICE
So long as you comply with this Agreement, The Consign will display on the Site and, at The Consign’s sole discretion display and make available for sale at one of our retail locations and will make commercially reasonable efforts to sell the Property. You acknowledge and agree that: (a) The Consign in its sole discretion will determine the initial selling price for each item of Property (the "Initial Sale Price") based on its evaluation of that item, together with its determination of the current market price for that item; (b) In order to market and promote the sale of each item, The Consign may in its sole discretion apply a maximum discount of 25% for handbags above $1,000 and a maximum discount of 35% on all other items discount to the item, which will affect the item’s Initial Sale Price, unless The Consign and you have otherwise agreed in writing to a specific price at which a specific item must be sold. The Consign will always using discounting as a last resort to sell an item.
7. TITLE TO PROPERTY
You will continue to own and have title to each item of Property until that item is "Sold". An item will be considered Sold when: (a) it is sold by The Consign to a customer and not returned to The Consign within the period specified in The Consign's then-current Return Policy (insert link returns policy); or (b) it is lost, stolen, damaged, or destroyed while in The Consign's possession.
8. COMMISSIONS AND PAYMENT
(a) "Commission Window" means (1) is the 7-day window after an item is sold
(b) "Net Selling Price" means the price at which an item of Property is Sold, less applicable discounts and promotions and excluding taxes and shipping. "Net Sales" means the total amount received by The Consign from the Sale of all of your Property within a Commission Window, less applicable discounts and promotions and excluding taxes and shipping. The "Net Sales" amount includes GST. For example, if you had three items of Property that Sold in a Commission Window whose Net Selling Prices were $5,000, $100, and $4,000, your Net Sales for that Commission Window would be $9,100. The Commission Rate that will apply to Sales of your Property within a Commission Window is based on the price of the item and that Commission Window.
(d) Calculation of Commissions. The Consign will pay you a Commission on each item of Property that is Sold. The Commission shall be equal to the item’s Net Selling Price multiplied by the applicable Commission Rate. The Commissions you receive for Sales of your Property are the sole compensation you will receive under this Agreement.
(e) Payments. The Consign typically begins processing Commission payments within 7 business days of receiving the funds into the company bank account unless paid via online e-cheque. The timing of processing and delivering Commission payments will vary by the payment method you select but will typically take at least three business days. Payment processing services for consignors on The Consign are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate as a consignor on The Consign, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of The Consign enabling payment processing services through Stripe, you agree to provide The Consign accurate and complete c) The Consign charges each buyer $25 for shipping and insurance on each item, the remainder of the sale is the client commission information about you and your business, and you authorize The Consign to share it and transaction information related to your use of the payment processing services provided by Stripe.
You and The Consign may each terminate this Agreement in writing at any time, for any reason. Termination will be effective on the date of such notice and the costs listed under "Consignment Period and Return of Property" at Section 5, will apply.
10. NO ASSIGNMENT
You may not assign this Agreement or any interest you have in it without The Consign prior written consent. Any prohibited assignment is null and void.
11. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF THE CONSIGN’S SERVICES IS AT YOUR SOLE RISK. THE CONSIGN’S CONSIGNMENT AND OTHER SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE CONSIGN EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE CONSIGN MAKES NO WARRANTY THAT (A) THE COSNIGN’S SERVICES WILL MEET YOUR REQUIREMENTS OR (B) THE CONSIGN’S SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT YOU OBTAIN FROM THE CONSIGN OR THROUGH OR FROM THE SITE OR THE CONSIGN’S SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. THE CONSIGN AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OR FOR DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR FOR OTHER INTANGIBLE LOSSES (EVEN IF THE CONSIGN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE CONSIGN’S SERVICES OR THE SITE; (B) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (C) THE ACTIVITIES CONTEMPLATED BY THIS AGREEMENT; OR (D) ANY OTHER MATTER RELATING TO THE CONSIGN’S SERVICES OR THIS AGREEMENT. IN NO EVENT WILL THE CONSIGN'S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT IT HAS ACTUALLY RECEIVED AS A RESULT OF SELLING YOUR PROPERTY HEREUNDER. THE FOREGOING DISCLAIMERS AND LIMITATIONS ARE A FUNDAMENTAL PART OF THE BASIS OF THE CONSIGN'S BUSINESS, AND THE CONSIGN WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT SUCH DISCLAIMERS AND LIMITATIONS. PLEASE SEEK THE ADVICE OF APPROPRIATE PROFESSIONALS REGARDING THE TERMS OF THIS AGREEMENT AND THE EVALUATION OF ANY SPECIFIC OPINION, ADVICE, PRODUCT, SERVICE, OR OTHER CONTENT.
12. YOUR REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION
You hereby represent and warrant that (a) you have good and marketable title to each item of Property and have the right to consign and sell the Property; (b) none of the Property is subject to any liens or other encumbrances; (c) the Property does not include counterfeit goods; and (d) the Property does not infringe upon, misappropriate, or violate any trademark, copyright, or other intellectual property or other proprietary right of any third party, any state or federal law, or any administrative regulation. You hereby indemnify and hold The Consign harmless from all damages, suits, litigation, awards, and costs, including but not limited to, reasonable attorneys’ fees and costs, incurred by The Consign as a result of or arising in any way out of The Consign's display or sale of the Property, including but not limited to, civil or criminal suits over authenticity or ownership of Property, legality of sales, or copyright or trademark infringement. You expressly consent to jurisdiction of a federal or state court located in the Melbourne, Victoria with respect to any matter arising under this Section 12. This Agreement, or the breach thereof, and all claims of any kind relating to or arising out of this Agreement and the relationship between you and The Consign, whether tort, contract, or statutory, shall be governed by the laws of Australia, without regard to its conflicts of laws principles.
13. AMENDMENTS TO THIS AGREEMENT
The Consign may update or change any of the terms and conditions of this Agreement at any time in its sole discretion upon 14 days’ notice, including as set forth above in "Commissions and Payment" at Section 8 above, and by notifying you in accordance with "Notices" at Section 19, below. Revised terms will not apply to Property already Accepted for consignment prior to the effective date of those revised terms. You shall be bound by all revised terms on the effective date, including any changes to the Commissions or Commission Rates, unless you terminate this Agreement before the effective date of the revised terms. If you do not agree to any revised terms, your sole recourse is to terminate this Agreement in accordance with "Termination" at Section 9 above before the effective date of the revised terms.
14. ENTIRE AGREEMENT
This Agreement sets forth the final, complete, and exclusive agreement between you and The Consign regarding the subject matter hereof and terminates and supersedes all prior understandings or agreements on such subject matter. Except as set forth in "Commissions and Payment" at Section 8 and "Amendments to this Agreement" at Section 13 above, this Agreement may be modified only by a writing signed by you and The Consign.
15. NO IMPLIED WAIVER
Any failure by you or The Consign to enforce any provision of this Agreement shall not constitute a waiver of such provision or of any other provision of this Agreement.
If any term of this Agreement is found by any court to be void or otherwise unenforceable, the remainder of this Agreement shall remain valid and enforceable as though such term were absent upon the date of the execution of this Agreement.
17. SURVIVAL OF TERMS AFTER AGREEMENT ENDS
Notwithstanding any other provision of this Agreement, any provision of this Agreement that imposes or contemplates continuing obligations on you or The Consign will survive the termination of this Agreement. 18. HEADINGS Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
If you have any questions or comments about this Agreement, the Site or The Consign services or wish to terminate this Agreement, please contact The Consign by email at email@example.com.
You also may write to The Consign at:
The Consign Group Pty Ltd
Attn: Legal Department
PO BOX 6106 Chapel Street North,
South Yarra, VIC, 3141
The Consign shall provide all notices to you at the email address or physical address that you have provided to The Consign. You are solely responsible for keeping that information current with The Consign. You hereby agree that all agreements, notices, disclosures, and other communications that The Consign provides electronically to you satisfy any legal requirement that such communications be in writing.