("Consignor") is the owner of the goods and accompanying rights in the following (the "Goods"): .
Consignor desires to have ("Consignee"), located at , represent Consignor with regard to the display and sale of the Goods. From time to time, the parties may revise the list of Goods specified and such revisions, if executed by both parties, shall be incorporated in this agreement.
Appointment of Consignee
|exclusive||Consignor appoints Consignee as its exclusive agent for the sale and exhibition of the Goods in .|
|nonexclusive||Consignor appoints Consignee as its nonexclusive agent.|
Consignee shall use its best efforts to promote and sell the Goods and to provide attribution of the Goods to Consignor.
Fees and Payments
Consignee shall sell the Goods at the retail prices established by Consignor in this agreement. All income paid as a result of the sale of any Goods by the Consignee shall be paid directly to Consignee, and Consignee shall issue payment to Consignor within days of Consignee's receipt of such income along with any accountings, including identifying inventory numbers. For sales of Goods, Consignee shall receive a commission of % of any sales income.
Consignee shall keep accurate books covering all transactions relating to the Goods, and Consignor or Consignor's authorized representatives shall have the right, upon five days' prior written notice and during normal business hours, to inspect and audit Consignee's records relating to the Goods. No payments may be made on credit or approval without the permission of Consignor.
Consignee shall provide Consignor with the name and contact information for purchasers of the Goods.
|approval for discount||Consignee will obtain Consignor's approval before changing retail prices or offering the Goods at discount.|
Consignee may offer discounts to selected customers up to %.
custom order commissions
Custom Order Commissions
|costs paid per party shipping||
Costs for shipping: (a) from Consignor to Consignee shall be paid by Consignor; (b) from Consignee to Consignor shall be paid by Consignee; and (c) from Consignee to anywhere other than Consignor (for example, to customers) shall be paid by Consignee.
|costs paid as set forth||
Costs for shipping shall be as follows:
Consignee shall maintain adequate insurance for the wholesale value of the Goods (the retail price minus potential commission), and shall pay all deductibles.
This Agreement may be terminated at any time on or after at the discretion of either Consignor or Consignee. This Agreement shall automatically terminate if Consignor dies or if Consignee becomes insolvent, declares bankruptcy, or moves from the Territory. In the event of termination, all Goods in Consignee's possession shall be promptly returned to Consignor at Consignee's expense.
Ownership, Loss or Damage, Security Interest
Consignee agrees and acknowledges that the delivery of the Goods to Consignee is a consignment and not a sale of the Goods to Consignee. As Consignor's agent, Consignee shall have a duty to protect the Goods and shall be strictly liable for any damage to the Goods once in Consignee's possession and until returned to Consignor. If Goods are destroyed while within Consignee's possession, Consignee shall pay Consignor the full value as established by the retail price. Consignor shall retain full title to all Goods consigned to Consignee and shall in no event be subject to claims by creditors of Consignee. Title of the Goods shall pass directly from Consignor to purchaser, and, in the event of default or breach by Consignee, Consignor shall have all rights of a secured party under the Uniform Commercial Code and Consignee agrees to execute all forms necessary to perfect such interest.
Posting Consignment Notice
Consignee agrees to prominently post the following notice in its gallery: "Goods at this gallery are sold under the terms of a consignment agreement."
Consignee shall pay expenses as listed below. In the event that an expense shall be shared between Consignor and Consignee, the relative percentage of Consignee's payment shall be set forth below, and Consignor shall be responsible for the remainder. For any shared expenses, Consignee shall provide an estimate of the expense and, in the event the actual amount of the expense exceeds the estimate, Consignee shall pay the difference.
This is the entire agreement between the parties. It replaces and supersedes any and all oral agreements between the parties, as well as any prior writings. This Agreement may not be amended except in a writing as provided for in this Agreement.
This Agreement binds and benefits the respective successors, inheritors, assigns, and personal representatives of the parties, except to the extent of any contrary provision in the Agreement.
The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
This Agreement will be governed by and construed in accordance with the laws of the state of .
If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable and shall be modified, amended, or limited only to the extent necessary to render it valid and enforceable.
Any attached sheet or document shall be regarded as fully contained in this Agreement.
All notices must be in writing. A notice may be delivered to a party at the address that follows a party's signature or to a new address that a party designates in writing. A notice may be delivered in person, by certified mail, or by overnight courier.
This Agreement does not create a partnership relationship.
This Agreement may be signed by the parties in different counterparts and the signature pages combined will create a document binding on all parties.
MY SIGNATURE BELOW INDICATES THAT I HAVE READ AND UNDERSTOOD THIS AGREEMENT.
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