Consignment Agreement Template

"Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party, where "control" means the power to direct the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise.

"Business Day" means any day other than a Saturday, a Sunday, or a day on which commercial banks in [city/jurisdiction] are authorized or required by law to be closed.

"Commission" means the amount payable to the Consignee for its services under this Agreement, calculated as a percentage of the Sale Price of each Consigned Good sold, at the rate set out in the section of this Agreement entitled Commission.

"Consigned Goods" means the goods, products, or merchandise described in each Consignment Notice, as delivered by the Consignor to the Consignee under this Agreement, together with all packaging, labels, and accompanying materials, and excluding any such goods that have been sold to a Customer in accordance with this Agreement or returned to the Consignor.

"Consignment Notice" means a written notice or delivery document, in a form reasonably acceptable to the Consignor, issued by the Consignor in respect of each delivery of Consigned Goods and specifying the description, SKU or identifying number, quantity, condition, Minimum Price, and declared value of the Consigned Goods, and the delivery date and location.

"Consignment Inventory Records" means the records maintained by the Consignee pursuant to this Agreement recording, for all Consigned Goods, their receipt, location, condition, sale, return, loss, or damage.

"Customer" means any third-party purchaser of Consigned Goods from the Consignee.

"Confidential Information" means all non-public information, in any form, disclosed by or on behalf of a Party to the other Party in connection with this Agreement, including pricing, Minimum Prices, product specifications, customer data, business methods, and the terms of this Agreement, but excluding information that falls within the exceptions set out in the section of this Agreement entitled Confidentiality.

"Minimum Price" means, for each Consigned Good, the minimum price, exclusive of Sales Taxes, at which the Consignee is permitted to sell that Consigned Good, as specified by the Consignor in the applicable Consignment Notice or as subsequently updated by the Consignor in writing.

"Sale Price" means the actual gross price, exclusive of Sales Taxes, received or receivable by the Consignee from a Customer for a Consigned Good, after deduction only of any discount that has been approved in writing by the Consignor and is not below the Minimum Price.

"Sale Proceeds" means all amounts received by the Consignee from or on behalf of a Customer in respect of the sale of Consigned Goods, excluding Sales Taxes properly collected for remittance to the competent tax authority, and including any amount received by way of deposit, installment, or payment in kind.

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

"Territory" means [geographic territory and/or sales channels, including premises addresses and online channels].

"Term" means the period described in the section of this Agreement entitled Term and Termination.

In this Agreement, unless the context otherwise requires: headings are for convenience only and do not affect interpretation; the singular includes the plural and vice versa; "including" means "including without limitation"; references to a "section" are to a section of this Agreement; references to "written" or "in writing" include email unless expressly stated otherwise; and the currency of all amounts payable under this Agreement is [currency].

The Consignor hereby appoints the Consignee, and the Consignee hereby accepts appointment, as a [non-exclusive / exclusive] consignee for the display, promotion, and sale of the Consigned Goods within the Territory during the Term, on the terms and subject to the conditions of this Agreement.

The Consignee acts solely as a consignee and bailee of the Consigned Goods. Nothing in this Agreement creates a partnership, joint venture, franchise, employment, or agency relationship with authority to bind the Consignor, and the Consignee shall have no authority to make any representation, warranty, or commitment on behalf of the Consignor except as expressly authorized in writing.

The Consignor shall deliver Consigned Goods from time to time under Consignment Notices. Delivery shall be made to [delivery address] on [delivery terms/Incoterms or equivalent], and the Consignee shall be responsible for unloading, handling, and safe storage upon arrival. [The Consignor / The Consignee] shall bear the costs of transport to the Consignee's premises as follows: [allocation of freight and delivery costs].

The Consignor is under no obligation to deliver any minimum quantity or value of Consigned Goods, and may in its sole discretion decline to deliver, withhold, substitute, or reduce any Consigned Goods. The Consignee shall have no claim against the Consignor for any failure or delay in delivery.

The Consignee shall not, without the Consignor's prior written consent, sell Consigned Goods outside the Territory, sell to resellers or for the purpose of resale, transfer Consigned Goods to any Affiliate or third party, or relocate Consigned Goods from the premises or channels identified in the applicable Consignment Notice.

[If the appointment is non-exclusive:] Nothing in this Agreement restricts the Consignor from selling, distributing, or consigning the same or similar goods, directly or through third parties, in the Territory or elsewhere. [If the appointment is exclusive:] During the Term, the Consignor shall not appoint another consignee for the Consigned Goods within the Territory, provided that the Consignee is not in breach of this Agreement and meets the minimum sales performance of [minimum sales target/placeholder].

During the Term the Consignee shall not, without the Consignor's prior written consent, offer for sale on consignment or otherwise any goods that are directly competing with the Consigned Goods in a manner that diminishes the visibility, placement, or promotion of the Consigned Goods: [competing goods restriction/placeholder].

Title to, and ownership of, the Consigned Goods shall remain at all times with the Consignor and shall not pass to the Consignee. Title shall pass directly from the Consignor to the Customer at the moment of a sale made in accordance with this Agreement, and only upon the Consignee's receipt of the Sale Price in full.

The Consignee holds the Consigned Goods as bailee and custodian for the Consignor. The Consignee shall hold the Consigned Goods, and, until remitted to the Consignor, all Sale Proceeds, in trust for the Consignor, and shall not commingle the Sale Proceeds with its own funds other than in an account that is identified, to the extent practicable, as holding the Consignor's funds, or otherwise record such amounts separately in its books.

The Consignee shall not sell, pledge, mortgage, lease, lend, encumber, or otherwise dispose of or deal with the Consigned Goods or any interest therein, except for sales to Customers as permitted by this Agreement. The Consignee shall keep the Consigned Goods free from any lien, charge, security interest, or claim of any creditor of the Consignee.

To the extent that this Agreement is or may be recharacterized as a transaction creating a security interest, or the law of any applicable jurisdiction so requires, the Consignee hereby grants to the Consignor a continuing first-priority security interest in all Consigned Goods, whether now held or later delivered, all Consignment Inventory Records relating thereto, and all Sale Proceeds and proceeds thereof, to secure all obligations of the Consignee under this Agreement.

The Consignee authorizes the Consignor to file, register, or record, at the Consignor's expense unless otherwise required by law, any financing statement, notice, or other instrument that the Consignor considers necessary or desirable to give notice of or perfect the Consignor's ownership and security interest, and the Consignee shall execute any further documents and take any further actions reasonably requested for that purpose.

The Consignee shall promptly notify the Consignor in writing, and in any event within [number] Business Days, of any attachment, seizure, levy, or claim made by a third party against the Consigned Goods, and shall inform such third party of the Consignor's ownership. The Consignee shall take all reasonable steps to prevent such interference at the Consignee's own cost.

The Consignee shall not remove, deface, or obscure any marking, label, serial number, or notice identifying the Consignor's ownership of the Consigned Goods, and shall, where practicable, display or keep the Consigned Goods in a manner that identifies them as belonging to the Consignor.

Upon receipt of each delivery, the Consignee shall inspect the Consigned Goods against the Consignment Notice and, within [number] Business Days after receipt, shall notify the Consignor in writing of any shortage, discrepancy, defect, or damage apparent on reasonable inspection, and shall countersign and return a copy of the Consignment Notice with its findings.

If the Consignee fails to give notice within the period stated above, the Consigned Goods shall be deemed to have been received in the quantity and condition stated in the Consignment Notice, and the Consignee shall bear responsibility for any later-discovered shortage or damage that is not proven by the Consignee to have been caused by the Consignor prior to delivery.

The Consignee acknowledges that, upon countersignature or deemed acceptance, it assumes custody of the Consigned Goods and responsibility for their safekeeping in accordance with this Agreement. Acceptance of custody shall not constitute a purchase of, or acquisition of title to, any Consigned Goods.

The Consignee shall maintain complete, accurate, and current Consignment Inventory Records, in a form reasonably satisfactory to the Consignor, recording for each item of Consigned Goods its description, identifying number, quantity, date of receipt, location, condition, Minimum Price, date and price of any sale, the identity of the Customer to the extent lawfully available, and any loss, damage, or return.

The Consignee shall store the Consigned Goods separately from its own goods and the goods of third parties, or otherwise clearly identify them, in secure premises and in conditions that preserve their quality, safety, and saleability in accordance with the Consignor's reasonable written instructions and [storage and handling conditions/placeholder].

The Consignee shall deliver to the Consignor, within [number] Business Days after the end of each [week/month], and at any other time upon the Consignor's reasonable request within [number] Business Days, a written statement of inventory showing the opening balance, deliveries received, units sold, units returned, units lost or damaged, and the closing balance of Consigned Goods, and shall conduct a physical stocktake of the Consigned Goods at least once every [period], reporting the results to the Consignor.

The Consignor shall specify the Minimum Price for each Consigned Good in the applicable Consignment Notice. The Consignor may amend any Minimum Price at any time by giving the Consignee not less than [number] Business Days' written notice, and any amended Minimum Price shall apply to all Consigned Goods then held by the Consignee and not yet sold, save for binding orders accepted by the Consignee in accordance with this Agreement before receipt of such notice.

The Consignee shall not sell, offer to sell, or agree to sell any Consigned Good at a price below the applicable Minimum Price, whether directly or through discounts, rebates, promotions, bundled offers, free goods, set-offs, credits, or any other arrangement having an equivalent economic effect, without the Consignor's prior written consent.

The Consignee may, in its discretion, sell any Consigned Good at a price above the Minimum Price. Subject to the Consignee's right to the Commission calculated on the Sale Price, the Consignee shall not be entitled to retain any portion of the Sale Price in excess of the Minimum Price other than as part of the Commission, [and the Parties agree that any excess above the Minimum Price shall be shared as follows: [allocation of excess / placeholder, or delete if not applicable]].

For the avoidance of doubt, the Minimum Price represents the amount that the Consignor requires to be accounted for, before deduction of Commission, in respect of each Consigned Good sold, and the Consignee shall remit to the Consignor the Sale Price less the Commission and any other deduction expressly permitted by this Agreement, which in no event shall result in the Consignor receiving less than the Minimum Price less the Commission calculated on the Minimum Price.

The Consignee shall bear sole responsibility for the consequences of any sale below the Minimum Price, and shall pay to the Consignor, in addition to any other remedy, an amount equal to the difference between the Minimum Price and the actual Sale Price, together with [any additional liquidated amount/placeholder], without prejudice to the Consignor's right to terminate this Agreement.

The Consignee shall have no authority to grant any warranty, guarantee, or return right to any Customer in the name of the Consignor, or to bind the Consignor to any price-related commitment, except as required by mandatory law or expressly authorized in writing by the Consignor.

The Consignee shall use its best commercial efforts, and shall exercise at least the same degree of care, skill, and diligence as it applies to its own goods, to promote, display, and sell the Consigned Goods in the Territory in a professional manner and in compliance with all applicable laws, regulations, and licensing requirements.

The Consignee shall display the Consigned Goods in a prominent and appropriate location within its premises or sales channels, in a manner consistent with the reputation of the Consigned Goods and of the Consignor's brand, and shall comply with the Consignor's reasonable written merchandising, branding, and presentation guidelines as notified from time to time.

The Consignee shall make all sales in its own name, as principal in relation to the Customer, but for the account of the Consignor as to the Consigned Goods, and shall be solely responsible for the conduct of the sales process, including customer service, order handling, payment collection, and the issuing of receipts and invoices.

The Consignee shall not extend credit to any Customer in respect of Consigned Goods without the Consignor's prior written consent. If the Consignee does extend credit, it does so at its own risk and shall remain liable to remit the Sale Price to the Consignor in accordance with this Agreement irrespective of whether it has received payment from the Customer.

The Consignee shall be responsible for the collection, reporting, and payment to the competent authorities of all Sales Taxes on the sale of Consigned Goods and shall hold the Consignor harmless therefrom. The Consignee shall indicate the Consignor as the supplier where required by applicable law.

The Consignee shall handle all Customer complaints, returns, and refunds relating to the Consigned Goods promptly and in good faith, and shall notify the Consignor within [number] Business Days of any complaint alleging a defect, safety concern, or infringement. Any refund shall be treated as a reversal of the relevant sale, and the Consigned Good returned shall be held as Consigned Goods, with any adjustment to the Sale Proceeds made in the next statement, provided that the Consignee shall bear the cost of any refund or return granted without the Consignor's approval and not required by applicable law.

The Consignee shall not make any claim or representation regarding the Consigned Goods that is inconsistent with the Consignor's written product information, and shall not use the Consignor's trademarks, names, or logos except as necessary to market the Consigned Goods in accordance with the Consignor's guidelines. All goodwill arising from such use shall inure solely to the Consignor.

In consideration of the Consignee's services, the Consignor shall pay to the Consignee a commission equal to [percentage]% of the Sale Price of each Consigned Good that is sold by the Consignee to a Customer in accordance with this Agreement and for which the Sale Price has been received in full by the Consignee.

The Commission shall be calculated exclusively on the Sale Price, exclusive of Sales Taxes, shipping and handling charges charged separately to the Customer, and any amounts refunded to Customers, and shall be earned only upon the Consignee's receipt of cleared funds for the relevant sale.

The Consignee shall be entitled to satisfy its entitlement to the Commission by deducting the Commission from the Sale Proceeds of the relevant sale at the time of remittance under this Agreement, and no other payment, fee, or reimbursement shall be due to the Consignee from the Consignor in connection with the Consigned Goods unless expressly agreed in writing.

The Commission constitutes the Consignee's sole and entire remuneration for its services under this Agreement. The Consignee shall bear all of its own costs and expenses incurred in the performance of this Agreement, including costs of premises, personnel, advertising, storage, payment processing, merchant and card fees, and display, unless otherwise agreed in writing by the Consignor: [reimbursable expenses, if any/placeholder].

No Commission shall be payable on any Consigned Goods that are lost, damaged, stolen, or destroyed while in the Consignee's custody, sold below the Minimum Price without the Consignor's consent, sold in breach of this Agreement, or returned or refunded by a Customer. If a Commission has been deducted or paid on a sale that is subsequently reversed, the Consignee shall refund the Commission to the Consignor, and the Consignor may set off the same against any amounts due to the Consignee.

Each Party shall be responsible for its own taxes on income arising under this Agreement. If any Sales Tax or similar tax is chargeable on the Commission, the Commission shall be deemed to be inclusive of such tax unless applicable law requires otherwise, [or: such tax shall be payable in addition upon receipt of a valid tax invoice].

The Consignee shall hold all Sale Proceeds in trust for the Consignor and shall remit to the Consignor, in respect of each sale of a Consigned Good, the Sale Proceeds less the Commission due on that sale, within [number] Business Days after the Consignee's receipt of the Sale Price from the Customer.

Each remittance shall be made by wire transfer or other electronic means in immediately available funds, in [currency], to the bank account designated in writing by the Consignor: [bank account details], without set-off, counterclaim, or deduction of any kind, other than the Commission and any amounts expressly permitted under this Agreement.

Each remittance shall be accompanied by a written sale report in a form reasonably satisfactory to the Consignor, specifying the identifying number and description of each Consigned Good sold, the date of sale, the Sale Price, the Sales Taxes collected, the Commission deducted, any refund or adjustment, and the net amount remitted.

In addition, the Consignee shall deliver to the Consignor, within [number] Business Days after the end of each [month/calendar quarter], a consolidated statement of account reconciling all sales, remittances, Commission, returns, refunds, adjustments, and outstanding amounts, together with the inventory statement required by this Agreement.

If the Consignee fails to remit any amount when due, interest shall accrue on the overdue amount from the due date until the date of actual payment, both before and after judgment, at the rate of [interest rate]% per annum, or the maximum rate permitted by applicable law, if lower. The Consignee shall also reimburse the Consignor for all reasonable costs of collection, including legal fees.

Where a Consigned Good has been sold, the Consignee's obligation to remit the Sale Proceeds shall arise irrespective of whether the Customer has actually paid the Sale Price in full, if the Consignee has sold on credit or on payment terms without the Consignor's prior written consent, and irrespective of any dispute between the Consignee and any Customer.

Where any Consigned Good is lost, stolen, damaged, or destroyed while in the Consignee's custody, or is sold in breach of this Agreement, the Consignee shall pay to the Consignor, within [number] Business Days after demand, the greater of the declared value stated in the Consignment Notice and the applicable Minimum Price for that Consigned Good, without deduction of Commission.

The Consignor may set off any amount owed to it by the Consignee under this Agreement against any amount payable by the Consignor to the Consignee. The Consignee shall have no right to set off any amount against sums due to the Consignor.

The Consignor, and its authorized representatives and auditors, may, upon not less than [number] Business Days' prior notice during normal business hours, enter the premises where Consigned Goods are held, displayed, or sold in order to inspect, count, photograph, and verify the Consigned Goods and their condition, location, and storage.

The Consignee shall keep complete, accurate, and up-to-date books and records relating to the Consigned Goods, sales, Customers (to the extent lawful), Sale Proceeds, Commission, and Sales Taxes for the Term and for a period of [number] years thereafter, in a form that enables the Consignor to verify the Consignee's compliance with this Agreement.

The Consignor may, on [number] Business Days' notice and not more than [frequency] in any calendar year (save where it has reasonable grounds to suspect a breach, in which case at any time), audit and copy the Consignee's records relating to the Consigned Goods, including point-of-sale data, bank statements relating to Sale Proceeds, inventory records, and tax filings, and the Consignee shall provide all reasonable cooperation and access to its relevant personnel.

If any audit reveals an underpayment or under-reporting of Sale Proceeds, the Consignee shall promptly pay the shortfall, together with interest as provided in this Agreement. If the underpayment exceeds [number]% of the amount that should have been paid for the audited period, or the audit discloses any other material breach, the Consignee shall also bear the reasonable costs of the audit.

The Consignor may, at any time and without prior notice, access any online platform, point-of-sale system, or database in which the Consigned Goods are listed or sales are recorded, to the extent reasonably necessary to verify price, availability, and sales data relating to the Consigned Goods, and the Consignee shall maintain such access for that purpose.

The Consignor's rights under this section shall survive termination or expiry of this Agreement for the period stated above. The exercise of any right under this section shall not constitute an acceptance of the Consignee's performance or a waiver of any right or remedy of the Consignor.

Risk of loss, theft, damage, deterioration, destruction, and confiscation of the Consigned Goods shall pass to the Consignee upon delivery of the Consigned Goods to the Consignee, or its carrier, and shall remain with the Consignee until the Consigned Goods are sold and the Sale Price is received in full, or until they are returned to the Consignor and received by the Consignor or its carrier, notwithstanding that title remains with the Consignor.

The Consignee shall, at its own expense, obtain and maintain throughout the period during which any Consigned Goods are in its custody, and for [number] days thereafter, with a reputable insurer rated at least [insurer rating], all-risk property insurance covering the Consigned Goods against loss, theft, fire, flood, water damage, vandalism, and other customary perils, for not less than the full replacement value or the greater of the declared value and the applicable Minimum Price, without deduction for depreciation.

The Consignee shall also maintain commercial general liability insurance, including product liability coverage in respect of the sale of Consigned Goods, with limits of not less than [amount] per occurrence and [amount] in the aggregate, and any other insurance required by applicable law.

Each policy shall name the Consignor as loss payee, and as additional insured under the liability policy, to the extent of its interest, shall provide for waiver of subrogation against the Consignor, and shall provide that it may not be cancelled or materially modified without at least [number] days' prior written notice to the Consignor.

The Consignee shall deliver to the Consignor certificates of insurance evidencing the required coverage prior to the first delivery of Consigned Goods and upon each renewal, and, upon request, copies of the policies. If the Consignee fails to maintain the required insurance, the Consignor may, without obligation, procure such insurance and recover the cost from the Consignee, including by deduction from Sale Proceeds.

The Consignee shall notify the Consignor immediately, and in any event within [number] Business Days, of any loss, theft, damage, or destruction of Consigned Goods and shall promptly file and diligently pursue all claims under the applicable insurance. Insurance proceeds in respect of the Consigned Goods shall be paid to the Consignor, and any shortfall between such proceeds and the amount due under this Agreement shall be paid by the Consignee. The existence of insurance shall not limit the Consignee's liability.

The Consignor may, at any time and for any reason, by giving the Consignee not less than [number] Business Days' written notice, require the return of any or all unsold Consigned Goods, and the Consignee shall comply with such requirement without delay and without any claim for compensation, other than Commission earned on sales completed prior to the return date.

The Consignee may request the return of Consigned Goods that remain unsold for more than [number] days after delivery by giving written notice to the Consignor. The Consignor shall, within [number] Business Days, elect either to collect such Consigned Goods, to instruct the Consignee to continue to offer them, or to instruct the Consignee on any other disposition.

Upon expiry or termination of this Agreement for any reason, or upon the Consignor's demand, the Consignee shall, within [number] Business Days, cease selling all Consigned Goods and return all unsold Consigned Goods to the Consignor, together with the Consignment Inventory Records and a final inventory statement.

[The Consignor / The Consignee] shall bear the costs of packing, freight, and insurance for the return of unsold Consigned Goods, provided that the Consignee shall bear all such costs where the return follows termination by the Consignor for the Consignee's breach, or where the return arises from the Consignee's request under this Agreement.

Consigned Goods shall be returned in the same condition as when delivered, ordinary wear and tear from proper display excepted. The Consignee shall be responsible for, and shall pay to the Consignor in accordance with this Agreement for, any Consigned Goods not returned or returned damaged, and the Consignor may inspect returned Consigned Goods and notify the Consignee of any shortage or damage within [number] Business Days after receipt.

If the Consignee fails to return any Consigned Goods when required, the Consignor and its representatives shall have the right, without liability, to enter the premises where such Consigned Goods are located and to take possession of them, and the Consignee shall bear all costs of doing so. The Consignee shall have no lien or right of retention over any Consigned Goods.

Any Consigned Goods that the Consignor, following a notice, elects to treat as abandoned by the Consignor shall not be considered abandoned unless the Consignor so confirms in writing. Save as expressly agreed, the Consignee shall not dispose of unsold Consigned Goods by discount, donation, destruction, or otherwise.

Each Party represents and warrants to the other that: it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; it has full power and authority to enter into and perform this Agreement; this Agreement constitutes its legal, valid, and binding obligation; and its execution and performance of this Agreement do not conflict with any law, its constitutional documents, or any agreement by which it is bound.

The Consignor represents and warrants that, as of the date of each delivery, it has the right to consign the Consigned Goods under this Agreement and, to its knowledge, the Consigned Goods delivered by it are free of any third-party security interest that would impair the Consignee's rights under this Agreement.

Except as expressly stated in this Agreement, the Consignor makes no representation or warranty, express or implied, regarding the Consigned Goods, including as to merchantability, fitness for a particular purpose, saleability, or the volume of sales, all of which are, to the fullest extent permitted by law, expressly disclaimed. The Consignee has made its own assessment of the Consigned Goods and the market in which it intends to sell them.

The Consignee represents, warrants, and undertakes that: it holds, and will maintain throughout the Term, all licenses, permits, registrations, and authorizations required to conduct its business and sell the Consigned Goods in the Territory; it is solvent and able to pay its debts as they fall due, and shall promptly notify the Consignor of any insolvency event or any material adverse change in its financial condition; and it will perform its obligations in a professional manner and in compliance with all applicable laws.

The Consignee represents, warrants, and undertakes that it, its officers, and its employees shall comply with all applicable anti-bribery, anti-corruption, sanctions, export control, anti-money-laundering, consumer protection, product safety, data protection, and tax laws in connection with this Agreement, and shall not engage in any conduct that could reasonably be expected to damage the reputation of the Consignor or the Consigned Goods.

The Consignee warrants that all information, reports, statements, and records that it provides to the Consignor under this Agreement shall be true, complete, and accurate in all material respects.

The Consignee shall indemnify, defend, and hold harmless the Consignor, its Affiliates, and their respective officers, directors, employees, and agents (the "Consignor Indemnitees") from and against all claims, losses, damages, liabilities, fines, penalties, costs, and expenses, including reasonable legal fees, arising out of or in connection with: any breach by the Consignee of this Agreement; any negligent or wrongful act or omission of the Consignee or its personnel; any loss of, or damage to, the Consigned Goods while at the risk of the Consignee; any unauthorized representation or warranty given by the Consignee to any Customer; any non-compliance by the Consignee with applicable law; and any claim by a creditor of the Consignee asserting an interest in the Consigned Goods or Sale Proceeds.

The Consignor shall indemnify the Consignee and its officers, directors, and employees from and against third-party claims to the extent they arise from a claim that the Consigned Goods, as delivered by the Consignor and used in accordance with the Consignor's written instructions, infringe the intellectual property rights of a third party, or from a manufacturing defect in the Consigned Goods that causes personal injury or property damage, in each case excluding any claim to the extent arising from the Consignee's acts or omissions, or its breach of this Agreement, and subject to the limitation of liability set out in this section.

The indemnified Party shall give the indemnifying Party prompt written notice of any claim, provided that failure to do so shall relieve the indemnifying Party of its obligations only to the extent it is materially prejudiced, shall allow the indemnifying Party to control the defense and settlement, provided that no settlement imposing any liability or admission on the indemnified Party may be made without its prior written consent, and shall provide reasonable cooperation at the indemnifying Party's expense.

Subject to the following sentence, neither Party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages, or for loss of profit, revenue, or goodwill, arising out of this Agreement. This exclusion shall not apply to the Consignee's liability for the loss or damage of Consigned Goods, the Sale Proceeds and other amounts due to the Consignor, the Consignee's indemnification obligations, breach of confidentiality, or the Consignee's gross negligence, fraud, or willful misconduct.

The aggregate liability of the Consignor to the Consignee arising out of or in connection with this Agreement, whether in contract, tort, or otherwise, shall not exceed the lesser of the Commission actually paid or payable to the Consignee in the [12] months preceding the event giving rise to liability and [amount]. The Consignee's liability shall not be limited by this Agreement, except as otherwise required by mandatory law.

Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, or for fraud.

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

Each Party shall keep the other Party's Confidential Information strictly confidential, shall use it solely for the purposes of performing its obligations or exercising its rights under this Agreement, and shall not disclose it to any third party, except as permitted by this section, using at least the same degree of care it applies to its own confidential information and no less than reasonable care.

A Party may disclose Confidential Information to its employees, officers, Affiliates, professional advisers, insurers, auditors, and financing sources who need to know it for the purposes of this Agreement and who are bound by written or professional obligations of confidentiality no less protective than those set out in this Agreement, and such Party shall remain liable for any breach of this section by those persons.

The obligations of confidentiality shall not apply to information that: is or becomes publicly available other than through a breach of this Agreement; was lawfully known to the receiving Party prior to disclosure without restriction; is lawfully received from a third party without restriction and without breach of any duty; or is independently developed by the receiving Party without use of or reference to the Confidential Information.

A Party may disclose Confidential Information to the extent required by law, regulation, court order, or the rules of a competent authority or stock exchange, provided that, where lawful, it gives the other Party prompt prior written notice and discloses only that portion which is legally required, and cooperates with the other Party's efforts to obtain protective treatment.

The Consignee shall not use any Customer data, sales data, or market information obtained in the course of selling Consigned Goods for any purpose other than the performance of this Agreement, and shall process any personal data in compliance with applicable data protection laws. The Consignee acknowledges that the Minimum Prices are the Consignor's Confidential Information and shall not be disclosed to Customers or competitors.

Upon termination or expiry of this Agreement, or at the disclosing Party's earlier written request, the receiving Party shall promptly return or destroy all Confidential Information of the disclosing Party in its possession or control, subject to retention required by law or routine backup procedures, in which case the confidentiality obligations shall continue to apply. These obligations shall survive for [number] years after the termination or expiry of this Agreement and, for trade secrets, for as long as such information remains a trade secret.

The Parties acknowledge that a breach of this section may cause irreparable harm for which damages are not an adequate remedy, and that the disclosing Party shall be entitled to seek injunctive or other equitable relief, without the necessity of proving actual damages or posting a bond, in addition to any other remedy.

This Agreement shall commence on the Effective Date and, unless terminated earlier in accordance with its terms, shall continue for an initial term of [number] [months/years] (the "Initial Term"). Thereafter, it shall automatically renew for successive periods of [number] [months/years] (each, a "Renewal Term"), unless either Party gives the other Party written notice of non-renewal not less than [number] days before the end of the then-current term.

The Consignor may terminate this Agreement for convenience, at any time, by giving not less than [number] days' written notice to the Consignee. The Consignee may terminate this Agreement for convenience by giving not less than [number, longer than the Consignor's period] days' written notice to the Consignor.

The Consignor may terminate this Agreement with immediate effect by written notice to the Consignee if the Consignee: fails to remit any amount when due and does not cure such failure within [number] Business Days after notice; sells any Consigned Goods below the Minimum Price or otherwise outside the terms of this Agreement; fails to maintain the required insurance; encumbers, transfers, or conceals any Consigned Goods; or commits any other material breach that is incapable of remedy or not remedied within [number] days after written notice.

The Consignor may also terminate this Agreement with immediate effect by written notice if the Consignee becomes insolvent, is unable to pay its debts as they fall due, makes an assignment for the benefit of creditors, has a receiver, administrator, liquidator, or similar officer appointed over any of its assets, commences or has commenced against it any bankruptcy, insolvency, or similar proceeding, ceases to carry on business, undergoes a change of control without the Consignor's prior written consent, or if any of its assets is attached or seized.

The Consignee may terminate this Agreement by written notice if the Consignor commits a material breach of this Agreement and fails to remedy it within [number] days after receipt of written notice specifying the breach in reasonable detail.

Upon expiry or termination for any reason: the Consignee shall immediately cease to sell the Consigned Goods, subject to any written instruction from the Consignor to the contrary; the Consignee shall return all unsold Consigned Goods as provided in this Agreement; all Sale Proceeds and other amounts due to the Consignor shall become immediately due and payable; and each Party shall comply with its accrued obligations and any obligations that by their nature are intended to survive.

Termination or expiry shall not affect any rights, remedies, obligations, or liabilities of the Parties accrued up to the date of termination or expiry, including the Consignor's title to and security interest in the Consigned Goods and Sale Proceeds, and the sections concerning Title to Consigned Goods and Security Interest, Remittance of Sale Proceeds and Accounting, Audit and Inspection Rights, Risk of Loss and Insurance, Return of Unsold Goods, Indemnification and Limitation of Liability, Confidentiality, and Governing Law and Dispute Resolution shall survive.

Neither Party shall be liable for any delay in or failure to perform its obligations under this Agreement, other than an obligation to pay money, to the extent that such delay or failure is caused by an event beyond its reasonable control, which could not have been prevented by reasonable precautions, including acts of God, fire, flood, earthquake, epidemic, war, terrorism, civil disturbance, governmental action, embargo, or general failure of public utilities or telecommunications (a "Force Majeure Event").

A Force Majeure Event shall not include: lack of funds or financial difficulties; labor disputes limited to the affected Party's own workforce; changes in market conditions; or the acts or omissions of the affected Party's subcontractors or suppliers, unless caused by an event that would itself be a Force Majeure Event.

The affected Party shall promptly, and in any event within [number] Business Days after becoming aware of the Force Majeure Event, give written notice to the other Party describing the event, its expected duration, and its effect on performance, shall use all reasonable efforts to mitigate its effects and resume performance, and shall keep the other Party regularly informed.

A Force Majeure Event shall not relieve the Consignee of its risk of loss and insurance obligations in respect of the Consigned Goods in its custody, nor of its obligations to hold and remit Sale Proceeds already received, nor of its duty to protect the Consigned Goods and to follow the Consignor's reasonable instructions as to their safeguarding or return.

If a Force Majeure Event continues for more than [number] consecutive days, the Consignor may terminate this Agreement upon written notice to the Consignee, without liability, and the Consignee may do so only if the Consignee has complied with all of its obligations under this section and the event prevents the performance of substantially all obligations for such period.

During a Force Majeure Event affecting the Consignee, the Consignor may, at its option, suspend further deliveries of Consigned Goods and may recover and remove any Consigned Goods from the Consignee's premises, to the extent practicable and lawful.

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 giving effect to any conflict-of-laws rules that would result in the application of the laws of another jurisdiction.

The Parties shall first attempt in good faith to resolve any dispute, controversy, or claim arising out of or in connection with this Agreement, including its formation, validity, breach, or termination (a "Dispute"), through negotiations between senior executives of the Parties. Either Party may initiate such negotiations by written notice, and if the Dispute is not resolved within [number] days after such notice, either Party may refer the Dispute for resolution in accordance with the following provisions of this section.

Subject to the following provisions, any Dispute that is not resolved by negotiation shall be finally resolved by [arbitration under the rules of [arbitral institution] by [one/three] arbitrator(s) appointed in accordance with those rules / the courts of [jurisdiction]]. The seat or place of arbitration shall be [city, country], the language of the proceedings shall be [language], and the award shall be final and binding on the Parties.

[If arbitration is selected:] The Parties shall keep the existence and content of any arbitration proceedings and awards confidential, except as necessary to enforce or challenge an award or as required by law, and judgment on the award may be entered and enforced in any court having jurisdiction.

Notwithstanding the foregoing, the Consignor may, at any time, apply to any court of competent jurisdiction, including the courts at the location of the Consigned Goods or of the Consignee, for interim, conservatory, or injunctive relief, including an order for the recovery or preservation of the Consigned Goods and Sale Proceeds, and for the enforcement of its title and security interest, and doing so shall not be deemed a waiver of any agreement to arbitrate or any other provision of this section.

The prevailing Party in any proceedings arising out of this Agreement shall be entitled to recover from the other Party its reasonable costs and expenses, including legal fees, as determined by the tribunal or court.

Each Party shall continue to perform its obligations under this Agreement during the pendency of any Dispute, except to the extent that this Agreement has been terminated or the Consignor has exercised its rights to suspend deliveries or to require the return of the Consigned Goods.

All notices under this Agreement shall be in writing and shall be delivered by hand, by internationally recognized courier, or by email with confirmation of transmission, to the address of the receiving Party set out in the signature section of this Agreement (or such other address as a Party may notify in writing). Notices shall be deemed received upon delivery if delivered by hand or courier, and on the next Business Day after transmission if sent by email, unless a delivery failure notice is received.

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, representations, understandings, and agreements, whether written or oral, relating to it. The Consignee's general terms and conditions, purchase terms, or any other standard terms shall not apply, even if referenced in any document issued by the Consignee.

No amendment, modification, or supplement to this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties, except that the Consignor may issue Consignment Notices and amend Minimum Prices in accordance with this Agreement. In the event of a conflict between this Agreement and any Consignment Notice, this Agreement shall prevail unless the Consignment Notice expressly states otherwise and is signed by both Parties.

The Consignee may not assign, transfer, delegate, subcontract, or otherwise dispose of any of its rights or obligations under this Agreement, in whole or in part, whether voluntarily, by operation of law, or otherwise, without the prior written consent of the Consignor. The Consignor may assign or transfer this Agreement, or any of its rights or obligations, to any Affiliate or to any successor to the business to which this Agreement relates, upon written notice to the Consignee.

No failure or delay by a Party in exercising any right or remedy shall operate as a waiver of it, and no single or partial exercise of any right or remedy shall preclude any further exercise of it. All rights and remedies provided in this Agreement are cumulative and are in addition to those available at law or otherwise.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, that provision shall be enforced to the maximum extent permissible and modified to the minimum extent necessary to render it valid, and the remaining provisions shall continue in full force and effect.

Nothing in this Agreement confers any right or benefit on any person who is not a Party, except for the Consignor Indemnitees, who may enforce the indemnities in their favor.

This Agreement may be executed in any number of counterparts, including by electronic signature or exchange of signed copies in electronic format, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. The Parties have each been advised by, or have had the opportunity to obtain advice from, legal counsel of their choosing, and no provision shall be construed against a Party by reason of that Party having drafted it.