1. Parties
This Consignment Agreement (the "Agreement") is made on [DATE] between [CONSIGNOR NAME], of [CONSIGNOR ADDRESS] (the "Consignor"), and [CONSIGNEE BUSINESS NAME], of [CONSIGNEE ADDRESS] (the "Consignee"), together the "Parties".
2. Consigned Goods
The Consignor delivers to the Consignee the goods listed in the inventory schedule attached as Exhibit A (the "Goods"), which states for each item a description, quantity, condition, serial or item number where available, and the agreed minimum price. The Parties will sign or initial an updated Exhibit A whenever Goods are added or withdrawn. The Consignor states that it owns the Goods, has the right to sell them, and that they are free of liens and of any known defects not disclosed in Exhibit A.
3. Ownership and Risk of Loss
The Consignor keeps ownership of the Goods until they are sold to a customer. The Consignee holds the Goods for sale only and may not pledge, lend, use, or remove them from [STORE LOCATION / PERMITTED LOCATIONS, INCLUDING ONLINE LISTINGS] without the Consignor's written consent. While the Goods are in the Consignee's possession, the Consignee [IS / IS NOT] responsible for loss, theft, or damage, other than normal shop wear, and will [INSURE THE GOODS FOR THEIR MINIMUM PRICE / NOT BE REQUIRED TO INSURE THE GOODS]. If the Consignee is responsible and an item is lost or damaged, the Consignee will pay the Consignor the amount the Consignor would have received had the item sold at its minimum price.
4. Pricing
The Consignee will offer each item at a retail price of at least the minimum price in Exhibit A, unless the Consignor agrees otherwise in writing (email is sufficient). [OPTIONAL MARKDOWN SCHEDULE: If an item has not sold after [NUMBER] days, the Consignee may reduce its price by [PERCENTAGE]%, and by a further [PERCENTAGE]% after [NUMBER] days, but never below [FLOOR PRICE OR PERCENTAGE OF MINIMUM PRICE].] The Consignee may not sell the Goods to itself, its owners, or its staff without first disclosing the buyer to the Consignor.
5. Commission and Payout
For each item sold, the Consignee keeps a commission of [PERCENTAGE]% of the actual sale price, excluding sales tax, and pays the balance to the Consignor. [OPTIONAL: Other charges deducted from the Consignor's share: INTAKE, CLEANING, LISTING, OR CARD-PROCESSING FEES, OR NONE.] The Consignee will pay the Consignor [WITHIN NUMBER DAYS AFTER EACH SALE / ON THE DAY OF EACH MONTH FOR THE PREVIOUS MONTH'S SALES] by [PAYMENT METHOD], together with a statement listing each item sold, its sale price, the commission, and any deductions. The Consignee collects and remits any sales tax due on its sales, as required by the rules that apply to it.
6. Customer Returns
The Consignee's return policy for consigned items is: [ALL SALES FINAL / RETURNS ACCEPTED WITHIN NUMBER DAYS]. If a customer returns an item after the Consignor has been paid, the Consignee may deduct the amount paid for that item from the Consignor's next payout, and the item goes back into the consignment inventory on the same terms.
7. Consignment Period and Unsold Goods
The consignment period for each item is [NUMBER] days from the date it is added to Exhibit A (the "Consignment Period"). At the end of the Consignment Period, the Consignee will notify the Consignor in writing, and the Consignor will collect any unsold items within [NUMBER] days of that notice. If the Consignor does not collect them in that time, and after a second written notice giving at least [NUMBER] more days, the Consignee may [RETURN THE ITEMS TO THE CONSIGNOR AT THE CONSIGNOR'S COST / DONATE THE ITEMS / CONTINUE TO OFFER THEM ON THE SAME TERMS], to the extent permitted by law. The Consignor may withdraw unsold items at any time on [NUMBER] days' notice, subject to a withdrawal fee of [AMOUNT, or NONE].
8. Consignee's Duties and Records
The Consignee will display and market the Goods with reasonable care, keep them clean and secure, and keep accurate records of the Goods received, sold, returned, and on hand. The Consignor may inspect the Goods and the related sales records during normal business hours on reasonable notice. The Consignee will hold the Consignor's share of sale proceeds separately from its own funds, or at least identify it in its books, until paid out.
9. Protection of the Consignor's Ownership
The Consignee acknowledges that the Goods belong to the Consignor and will not be treated as the Consignee's inventory. The Consignee authorizes the Consignor to file a UCC financing statement or similar public notice describing the Goods, where the Consignor considers it useful, and will tell the Consignor promptly if it becomes insolvent, sells its business, or plans to close.
10. Termination
Either Party may end this Agreement with [NUMBER] days' written notice. On termination, the Consignee will pay all amounts owed for Goods sold up to the termination date, and the Consignor will collect all unsold Goods within [NUMBER] days. Sections 3, 5, 6, and 8 continue to apply until all Goods have been returned and all payouts made.
11. General Terms
This Agreement is governed by the laws of [GOVERNING LAW JURISDICTION]. It is the entire agreement between the Parties about the consignment, replaces any earlier understandings, and may be changed only in writing, except that updates to Exhibit A may be confirmed by both Parties by email. If any provision is held invalid, the rest remains in effect. Neither Party may assign this Agreement without the other's written consent. The Parties agree that this Agreement may be signed electronically and in counterparts, each of which is an original and all of which together form one agreement.
12. Signatures
CONSIGNOR: [CONSIGNOR NAME] Signature: ____________________ Date: [DATE] CONSIGNEE: [CONSIGNEE BUSINESS NAME] Signature: ____________________ Name and title: [SIGNATORY NAME, TITLE] Date: [DATE]