Consignee-Friendly Consignment Agreement Template

"Agreement" means this Consignment Agreement, including all amendments made in accordance with its terms, it being acknowledged that no annexes, schedules or exhibits form part hereof.

"Business Day" means any day other than a Saturday, a Sunday or a public holiday in [Jurisdiction] on which commercial banks are generally open for business.

"Consigned Goods" means the goods owned by the Consignor and delivered to the Consignee for sale under this Agreement, as described in [description of goods, categories and quantities] and in each Delivery Note, together with any packaging, tags, accessories and documentation delivered with them.

"Consignment Period" means the period beginning on the Effective Date and continuing for [Initial Term] unless extended or terminated earlier in accordance with this Agreement.

"Commission" means the fixed percentage of the Sale Price of each Consigned Good sold, as specified in the section of this Agreement concerning the Consignee's commission, which the Consignee is entitled to retain.

"Delivery Note" means a written document, in paper or electronic form, issued by the Consignor and countersigned by the Consignee, itemizing the Consigned Goods delivered, including description, quantity, condition, stock-keeping reference and Recommended Retail Price.

"Net Proceeds" means the Sale Price actually received by the Consignee for Consigned Goods sold, less the Commission, applicable Sales Taxes collected for remittance to the competent authority, Permitted Deductions, and any amounts refunded to customers in respect of returned Consigned Goods.

"Permitted Deductions" means any amounts that the Consignee is entitled to deduct or set off under this Agreement, including payment processing charges incurred on customer transactions, unreturned advances, and sums owed by the Consignor to the Consignee.

"Recommended Retail Price" means the price per unit of each Consigned Good, expressed in [Currency], notified by the Consignor in the applicable Delivery Note.

"Sale Price" means the price in [Currency] actually charged to the customer for a Consigned Good, exclusive of Sales Taxes, after any markdown or discount applied in accordance with this Agreement.

"Sales Taxes" means any sales, value added, goods and services or similar transaction taxes imposed on the sale of Consigned Goods to customers.

"Store" means the physical premises of the Consignee at [Store Address] and any online or other sales channels of the Consignee identified in writing as approved for the sale of Consigned Goods.

Headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa. The words "including" and "includes" mean "including without limitation". References to "writing" include email, unless a provision expressly requires otherwise. References to sections are to sections of this Agreement. No provision shall be construed against a Party by reason of that Party having drafted it.

The Consignor hereby appoints the Consignee, and the Consignee accepts such appointment, as a [non-exclusive / exclusive] consignee for the display, promotion and sale of the Consigned Goods at the Store during the Consignment Period, on the terms of this Agreement.

The Consignee acts solely as a selling agent and bailee of the Consigned Goods. Nothing in this Agreement constitutes a sale of the Consigned Goods to the Consignee, a partnership, a joint venture, or an employment relationship between the Parties, and the Consignee shall not be deemed to have purchased any Consigned Goods unless and until it expressly so elects in writing.

The Consignee shall have no obligation to accept any minimum quantity or value of Consigned Goods, to achieve any minimum sales volume, or to sell Consigned Goods to the exclusion of goods of other suppliers, and the Consignee retains full discretion over its business operations, including the mix of goods it carries.

The Consignee shall not be authorized to make any representation, warranty or commitment on behalf of the Consignor to any customer or third party, other than those contained in the Consignor's written product information furnished to the Consignee, and shall not be liable for statements which accurately repeat such information.

The Consignor shall not, during the Consignment Period, place or sell Consigned Goods of the same kind through [territory or radius] in a manner that unreasonably competes with the Store, save as otherwise agreed in writing: [Consignor's permitted direct sales or other restrictions, if any].

The Consignee may, at its discretion and on notice to the Consignor, engage employees and subcontractors to perform its obligations hereunder, and shall remain responsible for their acts in the performance of this Agreement, subject to the limitations set out herein.

The Consignor shall deliver the Consigned Goods to the Store at the Consignor's sole cost and risk, including freight, handling, customs charges, duties and any import or export formalities, at the times and in the quantities set out in each Delivery Note, and in any event on a date agreed with the Consignee not less than [number] Business Days in advance.

Each delivery shall be accompanied by a Delivery Note. The Consignee shall not be bound to accept any delivery that is not accompanied by a complete Delivery Note or that has not been agreed in advance, and may, at the Consignor's cost, return or store any such delivery pending the Consignor's instructions.

The Consignee shall inspect each delivery within [number] Business Days after receipt and shall notify the Consignor of any apparent shortage, damage, defect, non-conformity, or missing labeling. The Consignee may reject, at the Consignor's cost, any Consigned Goods that, in its reasonable opinion, are damaged, defective, counterfeit, unsafe, unlawfully labeled, or otherwise unsuitable for sale at the Store.

Consigned Goods shall be deemed accepted for consignment only upon the Consignee's countersignature of the relevant Delivery Note, and acceptance shall not constitute a waiver of any right of the Consignee in respect of defects not reasonably discoverable on inspection or of any breach of the Consignor's warranties.

The Consigned Goods shall be new, of merchantable quality, ready for retail sale, properly packaged, tagged and labeled in accordance with all applicable laws, and, where relevant, accompanied by all instructions, safety information, certifications and warranty terms required for lawful sale to customers.

The Consignee shall hold the Consigned Goods at the Store in reasonable storage conditions, segregated or otherwise identifiable as the Consignor's property, and shall not be required to provide special storage, climate control or security beyond that which it provides for comparable goods of its own, unless otherwise agreed in writing at the Consignor's cost.

Title to the Consigned Goods shall remain with the Consignor at all times until the moment of sale to a customer, at which time title shall pass directly from the Consignor to the customer, free of any lien or encumbrance, and the Consignee shall have no ownership interest in the Consigned Goods other than its possessory interest and its right to the Commission.

The Consignor shall be responsible for taking, at its own expense, all steps necessary to protect and perfect its interest in the Consigned Goods against the creditors of the Consignee, including any public filing or registration that may be required in [Jurisdiction]. The Consignee shall reasonably cooperate, at the Consignor's cost, with such steps.

The Consignee shall not sell, pledge, charge, lend, or otherwise dispose of or encumber the Consigned Goods other than by sale to customers in the ordinary course of business in accordance with this Agreement.

The Consignee shall have a continuing possessory lien over the Consigned Goods in its possession, and may retain them, to secure payment of any sum due and unpaid by the Consignor to the Consignee under this Agreement, including storage charges, advances and costs of return.

Proceeds of the sale of Consigned Goods received by the Consignee shall be held as an account payable to the Consignor net of the Commission and Permitted Deductions, and the Consignee shall not be required to hold such proceeds in a separate account or in trust, unless otherwise stated in this Agreement.

The Consignor shall notify the Consignee immediately upon becoming subject to any insolvency, receivership, attachment, or similar proceeding, or upon any third party asserting a claim over the Consigned Goods, and the Consignee may, in such event, suspend sales and withhold remittances pending clarification of the rights of the parties concerned.

The Consignee shall display the Consigned Goods in the Store in the manner it considers appropriate in the exercise of its reasonable commercial judgment, having regard to the nature of the goods, the layout of the Store and its general merchandising practices. The Consignee shall have no obligation to guarantee any particular placement, signage, display fixtures, or promotional treatment.

The Consignee shall use commercially reasonable efforts to promote and sell the Consigned Goods, but does not guarantee that any Consigned Goods will be sold within any period or at all, and shall have no liability for failure to sell.

The Consignor shall supply, at its own cost, any marketing materials, product information, point-of-sale material, samples, testers, or special fixtures that it wishes to have used in the display of the Consigned Goods, which shall be subject to the Consignee's prior approval and may be removed by the Consignee if it considers them unsuitable.

The Consignor grants the Consignee a non-exclusive, royalty-free license during the Consignment Period, and for a reasonable sell-off period thereafter, to use the Consignor's names, trademarks, logos and product images solely to advertise, display and sell the Consigned Goods, including on the Consignee's website and social media channels. The Consignor warrants that it holds the rights necessary to grant such license.

The Consignee may sell the Consigned Goods in the Store and, where approved in writing, through its online channels, and may accept payment by any method it generally makes available to its customers. The Consignee shall be entitled to determine its own opening hours, store policies, and terms of sale to customers, provided that these do not conflict with the express terms of this Agreement.

The Consignee may remove from sale, and return to the Consignor at the Consignor's cost, any Consigned Goods that become the subject of a safety concern, recall, legal claim, or reasonable customer complaints, or that become damaged or soiled in a manner not attributable to the Consignee's gross negligence.

The Consignee may sell the Consigned Goods on a first-in, first-out basis or in any other manner reasonably suited to its business, and may use Consigned Goods as display or demonstration items where reasonably necessary, without any obligation to account for the reduction in saleable stock caused by such reasonable use.

The Consignor shall specify a Recommended Retail Price for each Consigned Good in the applicable Delivery Note. The Consignee shall use the Recommended Retail Price as the initial Sale Price, subject to the provisions of this section.

The Consignee shall be entitled, in its sole discretion and without the Consignor's consent, to reduce the Sale Price of any Consigned Good by up to [percentage] percent of the Recommended Retail Price, in the case of promotional events, seasonal sales, store-wide discounts, loyalty programs, and clearance of slow-moving stock.

Any markdown or discount exceeding the limit set out in the preceding clause shall require the prior written approval of the Consignor, which shall not be unreasonably withheld or delayed. If the Consignor fails to respond within [number] Business Days after a request, the proposed markdown shall be deemed approved.

Where any Consigned Good has remained unsold for more than [number] days from the date of acceptance, the Consignee may apply additional markdowns of up to [percentage] percent of the Recommended Retail Price without further consent, upon notice to the Consignor.

Discounts and markdowns shall be applied to the Sale Price for the purposes of calculating the Commission and the Net Proceeds, and the Consignor shall bear the entire economic effect of any markdown or discount so applied in accordance with this Agreement.

The Consignee may, at its own cost and without any impact on the Sale Price, offer customers store-funded vouchers, loyalty points or gift cards. Where any such instrument is redeemed against a Consigned Good, the Sale Price for the purposes of this Agreement shall be the face value of such Consigned Good before the application of the store-funded instrument.

The Consignor may amend the Recommended Retail Price for Consigned Goods by [number] days' prior written notice. Any amendment shall not apply to Consigned Goods already sold, reserved, or committed to be sold at the prior price, and shall not oblige the Consignee to re-label or re-tag goods other than at the Consignor's cost.

In consideration of its services under this Agreement, the Consignee shall be entitled to a Commission equal to [percentage] percent of the Sale Price of each Consigned Good sold, calculated on the Sale Price exclusive of Sales Taxes.

The Commission shall be earned by the Consignee upon the sale of the relevant Consigned Good to the customer and shall be retained by the Consignee from the sale proceeds before any remittance to the Consignor.

The Commission shall not be reduced by reason of any markdown or discount applied in accordance with this Agreement beyond the proportionate effect of the reduced Sale Price, and shall not be reduced by reason of any store-funded voucher, loyalty point or gift card redeemed by a customer.

Where a sale is subsequently reversed due to a customer return or refund for reasons not attributable to the Consignee's gross negligence or willful misconduct, the Consignee shall not be required to refund the Commission, provided that the Consignee shall not retain it in respect of a return caused by the Consignee's own gross negligence. [Alternative: the Consignee may retain a handling fee of [amount] for each returned item.]

The Commission shall be payable on Consigned Goods sold even if the Consignor terminates this Agreement before the proceeds are received, and shall remain payable in respect of Consigned Goods sold from the Store during any sell-off period following termination or expiry.

The Commission is exclusive of any Sales Taxes that may be imposed on the Consignee's commission services, and the Consignor shall pay such Sales Taxes in addition, where applicable, upon receipt of a valid invoice or by deduction from the proceeds.

Each Party shall bear its own income and similar taxes. The Consignor shall be solely responsible for any taxes, duties and levies relating to the production, importation, ownership, and supply of the Consigned Goods, other than Sales Taxes collected from customers.

The Consignee shall remit the Net Proceeds to the Consignor within [number] days after the end of each [calendar month / other accounting period] in which the relevant Consigned Goods were sold and the Sale Price was received in cleared funds.

Remittance shall be made in [Currency] by bank transfer to the account designated by the Consignor in writing: [Consignor Bank Account Details]. The Consignor shall bear all bank charges and exchange costs connected with such remittance, which may be deducted from the Net Proceeds.

Together with each remittance, the Consignee shall provide a statement of account showing, for the relevant period, the Consigned Goods sold, the Sale Prices received, markdowns and discounts applied, the Commission, Sales Taxes, Permitted Deductions, any refunds, and the resulting Net Proceeds.

The Consignee shall not be obliged to remit any proceeds in respect of Consigned Goods for which payment has not been received from the customer, or where the customer has charged back or reversed payment. Any amount remitted in respect of a subsequently reversed or refunded sale shall be recoverable by the Consignee by set-off against future remittances or, at its election, by demand to the Consignor, payable within [number] days.

The Consignee shall be entitled to set off against any amount payable to the Consignor any amount owed by the Consignor to the Consignee under this Agreement or otherwise, including the cost of returning unsold Consigned Goods, indemnity amounts, and unpaid charges.

If the Net Proceeds for any period are below [minimum remittance amount], the Consignee may carry forward the amount to the next accounting period, and shall not be liable for interest on any amount so carried forward.

Any dispute regarding a statement of account shall be notified by the Consignor in writing within [number] days of receipt, failing which the statement shall be deemed accepted and final, save in the case of manifest error or fraud.

Should the Consignee fail to remit any undisputed amount when due, interest shall accrue on the overdue sum, from the due date until payment, at the rate of [percentage] percent per annum, but only after written notice from the Consignor and a cure period of [number] Business Days.

The Consignee shall maintain, for a period of [number] years after the end of the relevant accounting period, reasonably complete and accurate records of the Consigned Goods received, sold, returned and held in stock, and of the Sale Prices and sums received in respect of them.

The Consignee shall provide the Consignor, upon reasonable written request and not more frequently than once per [period], with a report of current stock on hand of Consigned Goods and the sales of Consigned Goods during the preceding period, in a format the Consignee customarily uses.

The Consignor may, upon not less than [number] Business Days' prior written notice, conduct a physical count of the Consigned Goods at the Store during ordinary business hours, not more than [number] times in any twelve-month period, in a manner that does not unreasonably disrupt the Consignee's business operations or customers.

The Consignor may, not more than once in any twelve-month period and upon not less than [number] Business Days' prior written notice, audit the Consignee's records relating exclusively to the Consigned Goods, through an independent accountant bound by a written confidentiality undertaking acceptable to the Consignee. The audit shall be conducted during ordinary business hours and shall not extend to the Consignee's records concerning other suppliers, costs, margins or customers.

The costs of any audit shall be borne by the Consignor, unless the audit reveals an underpayment to the Consignor exceeding [percentage] percent of the amounts due for the audited period, in which case the Consignee shall reimburse the reasonable, documented costs of the audit, in addition to paying the shortfall.

Any information obtained by the Consignor in the course of a count, report or audit shall be the Consignee's confidential information, and shall be used solely for verifying compliance with this Agreement.

Any claim arising from an audit or count must be notified within [number] months after the end of the period concerned, after which the statements and records for such period shall be deemed final and binding.

The Consignor shall bear the risk of loss of, damage to, or deterioration of the Consigned Goods at all times, including while the Consigned Goods are in transit, in storage, on display, or otherwise in the possession of the Consignee, except to the extent such loss or damage is directly caused by the Consignee's gross negligence or willful misconduct.

The Consignor shall, at its own cost, maintain throughout the Consignment Period, with a reputable insurer, insurance covering the Consigned Goods against loss, theft, fire, water damage, and other customary perils while at the Store, on a replacement-cost or retail-value basis, and shall provide evidence of such insurance upon request.

The Consignor shall cause its insurer to waive any right of subrogation against the Consignee in respect of any loss covered or required to be covered by the insurance, except in the case of gross negligence or willful misconduct by the Consignee.

The Consignor shall further maintain product liability insurance of not less than [amount] per occurrence covering claims arising from the Consigned Goods, and shall cause the Consignee to be named as an additional insured under such policy.

If the Consignor fails to maintain the insurance required by this Agreement, the Consignee may, but shall not be obliged to, obtain such insurance on the Consignor's behalf and recover the premium from the Consignor by deduction from any proceeds due.

If the Consignor elects not to insure or fails to insure in whole or in part, the Consignee shall have no liability for any uninsured loss save to the extent caused by its gross negligence or willful misconduct, and the Consignor waives all claims in respect of such uninsured loss to that extent.

The Consignee shall notify the Consignor promptly upon becoming aware of any material loss, theft or damage to the Consigned Goods, and shall provide reasonable cooperation, at the Consignor's cost, in the making of any insurance claim.

The Consignor represents, warrants and undertakes to the Consignee, as of the Effective Date and as of each delivery of Consigned Goods, that it is duly organized, validly existing, and has full power and authority to enter into and perform this Agreement.

The Consignor represents and warrants that it has, and will have at the time of sale to each customer, good and marketable title to the Consigned Goods, free from any lien, charge, security interest, retention of title, or other encumbrance or adverse claim, and has the right to consign and sell them as contemplated by this Agreement.

The Consignor represents and warrants that the Consigned Goods are genuine, new, of merchantable quality, fit for their intended purpose, free from defects in design, materials and workmanship, and conform to their descriptions, specifications and any samples provided.

The Consignor represents and warrants that the Consigned Goods and their labeling, packaging, marketing and sale comply, and will comply, with all laws, regulations, standards and mandatory requirements applicable in [Jurisdiction], including those relating to safety, health, consumer protection, product labeling, import, and environmental matters.

The Consignor represents and warrants that the Consigned Goods, and the Consignee's sale and promotion of them, do not and will not infringe or misappropriate any patent, copyright, trademark, design, trade secret or other intellectual property or proprietary right of any third party.

The Consignor represents and warrants that it has disclosed to the Consignee in writing all known hazards, defects, usage restrictions, care instructions and limitations of the Consigned Goods, and that all information it provides in connection with them is accurate and not misleading.

The Consignor represents and warrants that it is not subject to any insolvency or similar proceeding, and that the performance of this Agreement will not breach any agreement or order by which it is bound. The Consignor shall promptly notify the Consignee of any change affecting these representations and warranties.

The representations and warranties in this section shall survive the termination or expiry of this Agreement and any sale of Consigned Goods, and are in addition to any warranties implied by law that cannot be excluded.

The Consignee shall handle customer returns and refunds in accordance with its general store policies, as in force from time to time and as required by applicable law, and shall be entitled to accept returns and issue refunds, exchanges or credits to customers in respect of Consigned Goods on the same basis as it does for its own goods.

Where a Consigned Good is returned by a customer and a refund is given, the Consignee shall deduct the refunded amount from the Net Proceeds otherwise payable to the Consignor, and the returned Consigned Good shall be returned to the Consignor's stock on the Consignor's account, resellable at the Consignee's discretion if in a saleable condition.

Where the returned Consigned Good is defective, damaged, unsafe, non-conforming or otherwise not saleable, the Consignee may return it to the Consignor at the Consignor's cost, and the Consignor shall bear all costs of any repair, replacement, refund, disposal or other remedy.

The Consignor shall be solely responsible for, and shall handle at its own cost, all warranty claims, product defect claims, recalls and similar claims in respect of the Consigned Goods. The Consignee shall forward to the Consignor any such claim received, and shall be entitled to act as the Consignor's agent in resolving it where reasonable to protect customer relations, with the Consignor reimbursing resulting costs.

In the event of a recall or safety notice concerning any Consigned Goods, the Consignor shall notify the Consignee immediately, and the Consignee shall be entitled to withdraw such goods from sale immediately. The Consignor shall bear all costs of the recall, including the Consignee's reasonable administrative costs and refunds to customers.

The Consignee shall provide the Consignor with reasonable information regarding customer complaints relating to the Consigned Goods, to the extent that doing so is permitted by applicable data protection and privacy requirements, and shall not be required to disclose the personal data of customers except as strictly required for handling a claim and permitted by law.

To the maximum extent permitted by law, the Consignee shall not be liable to the Consignor for any indirect, incidental, special, consequential or punitive damages, or for loss of profit, revenue, goodwill or business opportunity, arising out of or in connection with this Agreement, whether in contract, tort or otherwise.

To the maximum extent permitted by law, the total aggregate liability of the Consignee under or in connection with this Agreement shall not exceed the lesser of the amount of Commission received by the Consignee in the [number] months preceding the event giving rise to the claim and [amount]. This limitation shall not apply to liability that cannot lawfully be limited.

The Consignee shall not be liable for any failure to sell Consigned Goods, for any loss of or damage to the Consigned Goods occurring while in its possession, except to the extent caused by its gross negligence or willful misconduct, nor for any loss covered or required to be covered by insurance under this Agreement.

The Consignor shall indemnify, defend and hold harmless the Consignee, its affiliates, officers, directors, employees and agents from and against all claims, losses, liabilities, damages, penalties, costs and expenses, including reasonable legal fees, arising out of or relating to: the Consigned Goods, including any defect, injury, death or property damage; any breach of the Consignor's representations, warranties or obligations; any infringement claim; any recall; any claim by a third party to title in the Consigned Goods; and any taxes relating to the Consigned Goods other than the Consignee's own taxes.

The Consignee shall indemnify the Consignor against direct losses arising from claims of third parties to the extent directly caused by the Consignee's gross negligence or willful misconduct in the performance of this Agreement, subject to the limitations stated in this section.

A Party seeking indemnification shall give prompt notice of the claim, allow the indemnifying Party to control the defense and settlement, provided that the indemnifying Party shall not settle any claim imposing any liability or admission on the indemnified Party without its consent. Failure to give prompt notice shall relieve the indemnifying Party only to the extent it is materially prejudiced.

The obligations in this section shall survive the expiration or termination of this Agreement.

This Agreement shall commence on the Effective Date and continue for the Consignment Period of [Initial Term], and shall thereafter renew automatically for successive periods of [Renewal Term], unless either Party gives written notice of non-renewal not less than [number] days before the end of the then-current period.

Either Party may terminate this Agreement for convenience at any time by giving the other Party not less than [number] days' prior written notice, provided that the Consignee may terminate on [shorter number] days' notice. [Notice period to be adjusted as agreed.]

The Consignee may terminate this Agreement with immediate effect by written notice if the Consignor breaches any of its representations, warranties or obligations; if any Consigned Goods are subject to a recall, safety concern, or legal claim; if the Consignor becomes insolvent, enters any insolvency or similar proceeding, or ceases business; or if the continued sale of the Consigned Goods would, in the Consignee's reasonable opinion, harm its reputation or expose it to legal risk.

The Consignor may terminate this Agreement by written notice if the Consignee commits a material breach of this Agreement and fails to remedy that breach within [number] days after receiving written notice specifying the breach in reasonable detail, or if the Consignee becomes insolvent or ceases to carry on business.

Upon notice of termination or non-renewal, the Consignee may, unless the termination is due to a matter that makes sale unlawful or unsafe, continue to sell the Consigned Goods in its possession during the notice period and for a sell-off period of up to [number] days thereafter, and the provisions of this Agreement shall continue to apply to such sales.

Termination or expiry shall not affect any rights, obligations or liabilities accrued before the date of termination, including the Consignee's right to the Commission, the right to set off, and the remittance obligations in respect of sales made before or during the sell-off period.

The provisions of this Agreement that by their nature are intended to survive termination or expiry, including those concerning title, remittance, accounting, audit, insurance, representations and warranties, indemnification, limitation of liability, confidentiality, return of goods, and governing law, shall so survive.

Upon expiry or termination of this Agreement, and following any sell-off period, the Consignee shall make available for collection by the Consignor, or return to the Consignor, all Consigned Goods remaining unsold, in their then-current condition, reasonable wear and tear and any sales-related handling excepted.

All costs of returning unsold Consigned Goods, including packing, handling, insurance, freight, customs and any associated charges, shall be borne by the Consignor, and the Consignee may deduct such costs from any amounts due to the Consignor if the Consignor has not collected the goods or arranged the return at its own cost.

The Consignor shall collect the unsold Consigned Goods, or arrange for their collection by a carrier of its choice, within [number] days after the Consignee's written notice that the goods are ready for return, during the Consignee's ordinary business hours and upon not less than [number] Business Days' notice to the Consignee.

If the Consignor fails to collect the unsold Consigned Goods within the period stated above, the Consignee may, after a further written notice of [number] days, charge reasonable storage fees of [amount] per [period], and thereafter may, at its option, ship the goods to the Consignor's last known address at the Consignor's expense, or sell them at a reasonable price and apply the proceeds to the Consignee's costs and amounts due, remitting any balance to the Consignor, or donate or dispose of them without liability.

During the Consignment Period, the Consignee may at any time return to the Consignor, at the Consignor's cost, any Consigned Goods that have remained unsold for more than [number] days, or which are damaged, obsolete, recalled or otherwise unsuitable for sale, upon [number] days' prior written notice.

Upon return, the Parties shall jointly reconcile the returned goods against the stock records and sign a return note. Any discrepancy not notified by the Consignor in writing within [number] Business Days of collection shall be deemed waived, and the Consignee shall have no liability for the discrepancy, other than for loss caused by its gross negligence or willful misconduct.

Following the return of goods, the Consignee shall promptly account for, and remit the Net Proceeds of, all sales made up to the date of return, subject to its rights of set-off and retention under this Agreement.

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement, other than an obligation to pay money due, to the extent caused by an event beyond its reasonable control, including natural disaster, fire, flood, epidemic, war, terrorism, civil disturbance, governmental action, labor dispute, utility or telecommunications failure, or restrictions on trade or movement ("Force Majeure Event").

The affected Party shall notify the other Party promptly in writing of the Force Majeure Event, describing its nature and expected duration, and shall use reasonable efforts to mitigate its effects and resume performance as soon as practicable.

If the Store is closed or the Consignee's ability to sell Consigned Goods is materially restricted by a Force Majeure Event, the Consignee's obligations shall be suspended for the duration of such closure or restriction, and the Consignment Period shall not be extended unless the Parties agree otherwise in writing.

Loss of or damage to the Consigned Goods resulting from a Force Majeure Event shall be borne by the Consignor in accordance with the section on risk of loss and insurance, and the Consignee shall have no liability for such loss.

If a Force Majeure Event continues for more than [number] consecutive days, either Party may terminate this Agreement upon written notice to the other Party, without liability for such termination, subject to the provisions on return of unsold goods and the settlement of accrued amounts.

A Force Majeure Event shall not excuse the Consignor from its obligation to bear costs of retrieval and storage of its Consigned Goods, nor excuse any Party from its obligations to account for and pay amounts already due.

This Agreement, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction], without regard to its conflict of laws principles.

The Parties shall first attempt to resolve any dispute, controversy or claim arising out of or in connection with this Agreement, including its formation, validity, breach, termination or interpretation (a "Dispute"), through good-faith negotiations between senior representatives, for a period of [number] days after one Party gives written notice of the Dispute to the other.

If the Dispute is not resolved through negotiation within that period, the Parties shall attempt in good faith to resolve it by mediation administered by [Mediation Institution] in accordance with its rules, for a period of [number] days, before commencing any arbitration or court proceedings.

Any Dispute not resolved by mediation shall be finally resolved by [binding arbitration administered by [Arbitration Institution] under its rules in force at the time of the request for arbitration / the courts of [Jurisdiction], which shall have exclusive jurisdiction]. The seat of arbitration, if applicable, shall be [City]. The language of the proceedings shall be English. The tribunal shall consist of [number] arbitrator(s).

Nothing in this section shall prevent either Party from seeking urgent interim, conservatory or injunctive relief from a competent court at any time to protect its rights, including the Consignee's right to retain Consigned Goods and the Consignor's right to protect its title.

The prevailing Party in any arbitration or court proceeding shall be entitled to recover from the other Party its reasonable legal fees and costs, as determined by the tribunal or court.

Pending the resolution of a Dispute, each Party shall continue to perform its obligations under this Agreement, except to the extent such performance is the subject of the Dispute or the Agreement has been terminated.

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, understandings, representations and agreements, whether written or oral, relating thereto. No annexes, schedules or exhibits form part of this Agreement, and all terms are contained in the body of this Agreement.

No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties. No waiver of any provision shall be effective unless in writing and signed by the waiving Party, and no waiver of any breach shall constitute a waiver of any other or subsequent breach.

Neither Party may assign, transfer or subcontract any of its rights or obligations under this Agreement without the prior written consent of the other Party, which shall not be unreasonably withheld, except that the Consignee may assign this Agreement to an affiliate or to a successor to all or substantially all of its business upon notice to the Consignor.

Each Party shall keep confidential the terms of this Agreement and all non-public information of the other Party received in connection with it, and shall use such information solely for the purposes of this Agreement, except where disclosure is required by law, by a competent authority, or to professional advisers, insurers, or financial institutions bound by confidentiality obligations.

If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect, and the Parties shall negotiate in good faith a valid replacement provision that most closely reflects their original intent.

All notices under this Agreement shall be in writing and delivered by hand, by recognized courier, or by email with confirmation of transmission, to the address of the receiving Party set out in this Agreement or such other address as notified in writing: for the Consignor, [Consignor Notice Details]; for the Consignee, [Consignee Notice Details]. Notices shall be deemed received upon delivery by hand or courier, or on the next Business Day after sending by email.

The Parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency (other than the limited selling agency expressly stated herein), franchise, or employment relationship, and neither Party shall have authority to bind the other except as expressly provided herein.

This Agreement may be executed in counterparts, including by electronic signature or exchange of scanned copies, each of which shall be deemed an original and all of which together shall constitute one instrument.