Consignment Agreement Template

Consignment Agreement Template

This Consignment Agreement (the “Agreement”) is made and entered into as of [Effective Date] by and between:

Consignor (Owner of Goods): [Consignor Name], [Entity Type], with an address at [Consignor Address].
Consignee (Seller): [Consignee Name], [Entity Type], with an address at [Consignee Address].

The parties agree as follows:

1. Purpose and Relationship

1.1 Consignment Arrangement. Consignor delivers certain goods to Consignee for the purpose of sale to end customers on consignment.
1.2 No Transfer of Ownership Until Sale. Title to the Goods remains with Consignor until the Goods are sold to a customer in an arms-length transaction.
1.3 No Partnership. This Agreement does not create a partnership, joint venture, or employment relationship between the parties.

2. Description of Goods

2.1 Goods Covered. The goods covered by this Agreement (the “Goods”) are described in Exhibit A or an attached inventory list.
2.2 Condition and Authenticity. Consignor represents that the Goods are [new/used] and, to the best of Consignor’s knowledge, are authentic and lawfully owned.
2.3 Delivery. Consignor will deliver the Goods to Consignee on [Delivery Date] by [Delivery Method]. Risk of loss during transit is handled as stated in Section 6.

3. Term and Locations

3.1 Term. The consignment term begins on [Start Date] and ends on [End Date], unless terminated earlier under this Agreement.
3.2 Sales Channel(s). Consignee may sell the Goods through:
☐ In-store at [Store Location]
☐ Online at [Website/Platform]
☐ Events/markets: [Details]
☐ Other: [Details]
3.3 Changes. Consignee may not move the Goods to a new location or platform without Consignor’s written consent, unless this Agreement states otherwise.

4. Pricing, Discounts, and Promotions

4.1 List Price. The initial list price for each item is set in Exhibit A.
4.2 Discount Rules. Consignee may discount Goods only as follows:
☐ No discounts without written approval
☐ Discounts allowed up to []% after [] days unsold
☐ Promotional pricing allowed during: [Approved Promotions]
4.3 Minimum Price. Under no circumstances may the Goods be sold below the minimum price listed in Exhibit A without Consignor’s written approval.
4.4 Sales Tax. Sales tax is handled by: ☐ Consignee ☐ Consignor ☐ Other: [Details], consistent with applicable law.

5. Commission, Fees, and Expenses

5.1 Commission. Consignee will earn a commission of:
☐ []% of the gross sale price (excluding sales tax and shipping)
☐ []% of the net sale price (after refunds/discounts)
☐ Flat fee of $[__] per item sold
5.2 Fees. Any additional fees charged to Consignor: [Storage/Listing/Handling Fees], if any.
5.3 Expenses. Marketing, packaging, shipping, and other expenses are handled as follows:
☐ Consignee pays all expenses
☐ Consignor reimburses pre-approved expenses (must be approved in writing)
☐ Split: [Details]
5.4 No Unapproved Deductions. Consignee may not deduct expenses from proceeds unless expressly allowed in this Agreement and documented in the sales report.

6. Care, Custody, and Insurance

6.1 Standard of Care. Consignee will use reasonable care to store, display, and protect the Goods.
6.2 Damage or Loss. Responsibility for damage, theft, or loss is:
☐ Consignee responsible for replacement value up to $[__] per item
☐ Consignee responsible for sale price listed in Exhibit A
☐ Consignor assumes risk except for Consignee negligence or misconduct
☐ Other: [Details]
6.3 Insurance. Insurance coverage for the Goods is provided by:
☐ Consignee (policy details: [Policy Info])
☐ Consignor (policy details: [Policy Info])
☐ No insurance required (not recommended)
6.4 Transit Risk. Risk of loss during delivery/shipping is: ☐ Consignor ☐ Consignee ☐ Carrier/Shipping Insurance ☐ Other: [Details]

7. Sales, Reports, and Payment

7.1 Accounting Period. Consignee will provide a sales report:
☐ Weekly ☐ Biweekly ☐ Monthly ☐ Other: [Frequency]
7.2 Report Contents. Each report will include, at minimum: item description/ID, sale date, sale price, discounts, refunds/returns, commission, approved expenses, and net amount due.
7.3 Payment Timing. Consignee will pay Consignor the net proceeds within [] days after the end of each reporting period.
7.4 Payment Method. Payments will be made by: ☐ ACH ☐ Check ☐ Wire ☐ PayPal ☐ Other: [Method]
7.5 Late Payments. Late amounts may accrue: ☐ No late fee ☐ []% per month ☐ $[__] flat late fee, as allowed by law.

8. Returns, Refunds, and Chargebacks

8.1 Return Policy. Returns are handled under:
☐ Consignee’s standard customer return policy (attached as Exhibit B)
☐ This custom return policy: [Policy Terms]
8.2 Refund Responsibility. If a sale is refunded, the parties agree:
☐ Consignee may reverse the sale and adjust the next payment report
☐ Consignor must reimburse Consignee within [__] days
☐ Other: [Details]
8.3 Chargebacks. Chargebacks and payment disputes are handled as follows: [Allocation/Process].
8.4 Condition of Returned Goods. Returned Goods must be in: ☐ Original condition ☐ Resalable condition ☐ Other: [Details]

9. Ownership, Title, and Intellectual Property

9.1 Ownership. Consignor retains ownership of the Goods until sold to a customer.
9.2 No Liens. Consignee will not pledge, encumber, or grant any lien on the Goods.
9.3 Product Images and Branding. Consignee may use Consignor-provided product photos and descriptions only to market the Goods during the term, unless otherwise agreed in writing.

10. Inventory Management and Inspection

10.1 Inventory List. The parties will maintain an inventory list of the Goods delivered, updated as sales occur.
10.2 Inspection. Consignor may inspect the Goods and inventory records on reasonable notice during normal business hours.
10.3 Unsold Goods. At the end of the term or upon termination, unsold Goods will be:
☐ Returned to Consignor at Consignor’s expense
☐ Returned to Consignor at Consignee’s expense
☐ Extended for an additional term of [] days
☐ Donated/Disposed with prior written approval
10.4 Abandoned Goods. If Consignor does not retrieve Goods within [] days after notice, Consignee may: [storage fees/return shipment/disposal], as allowed by law.

11. Representations and Warranties

11.1 Authority. Each party represents it has the authority to enter into and perform this Agreement.
11.2 Compliance. Each party will comply with applicable laws related to sales, taxes, consumer protection, and marketing.
11.3 No Guaranteed Sales. Consignee does not guarantee that any Goods will sell.

12. Indemnification and Limitation of Liability

12.1 Indemnification. Each party will indemnify the other for third-party claims arising from its breach, negligence, or misconduct, to the extent allowed by law.
12.2 Limitation of Liability. To the extent permitted by law, neither party will be liable for indirect or consequential damages.
12.3 Maximum Liability (Optional). Total liability is capped at: ☐ Total commissions paid ☐ $[__] ☐ Other: [Cap].

13. Termination

13.1 Termination for Convenience. Either party may terminate this Agreement with [] days’ written notice.
13.2 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches and fails to cure within [] days.
13.3 Effect of Termination. Upon termination:

• Consignee will stop marketing the Goods (except as needed to complete pending transactions, if allowed).

• Consignee will provide a final report within [__] days.

• Consignee will return unsold Goods per Section 10.

14. Notices

14.1 How Notices Must Be Sent. Notices must be sent to the addresses listed above by:
☐ Email ☐ Certified mail ☐ Courier ☐ Other: [Method]
14.2 Notice Details.

• Consignor Notice Email: [Email]

• Consignee Notice Email: [Email]

15. Governing Law and Dispute Resolution

15.1 Governing Law. This Agreement is governed by the laws of [State].
15.2 Dispute Resolution. Disputes will be resolved by:
☐ Informal negotiation
☐ Mediation
☐ Arbitration
☐ Court litigation in [County, State]
15.3 Attorneys’ Fees (Optional). The prevailing party is entitled to attorneys’ fees and costs: ☐ Yes ☐ No ☐ Limited to: [Details].

16. Miscellaneous

16.1 Entire Agreement. This Agreement is the entire agreement and supersedes prior discussions.
16.2 Amendments. Any amendment must be in writing and signed by both parties.
16.3 Assignment. Neither party may assign this Agreement without the other party’s written consent, except to a successor in interest.
16.4 Severability. If any provision is unenforceable, the rest remains effective.
16.5 Counterparts; Electronic Signatures. This Agreement may be signed in counterparts and by electronic signature.

Signatures

By signing below, the parties agree to be bound by this Consignment Agreement as of the Effective Date.

Consignor: [Consignor Name]
Title/Role (if applicable): [Title]
Date: [Date]
Signature: ___________________________

Consignee: [Consignee Name]
Title/Role (if applicable): [Title]
Date: [Date]
Signature: ___________________________