This Consignment Agreement is entered into as of the ________of ____, 20___, by and between “THE STYLE LIST” a luxury clothing rental boutique (the “Consignee”) and _______________________, an individual (the “Consignor”).
WHERAS, the Consignee is engaged in the rental of clothing/accessories/shoes and
WHEREAS, the Consignor owns certain products, described in greater detail in Section 1 below (collectively, the “Products”), and wishes to rent those Products; and
WHEREAS, the Consignor desires that the Products to be rented on consignment by the Consignee, and the Consignee wishes to rent those Products on behalf of the Consignor;
NOW, THEREFORE, in consideration of the mutual premises and covenants contained in this Agreement, the receipt and sufficiency of which is acknowledged, the Parties hereby agree as follows:
1. INITIAL CONSIGNED PRODUCTS.
On __________ [DATE], the Consignor will deliver the following Products to the Consignee on a consignment basis:
Description of Goods: No. of Units: Rental Price: Replacement Price:
2. DELIVERY OF PRODUCTS.
The Consignee accepts the Products from the Consignor on a consignment basis only. The Consignor shall be solely responsible for the cost of delivering the Products to the Consignee. All risk of loss or damage to the Products while those Products are in transit remains with the Consignor.
3. CONSIGNMENT PERIOD.
The consignment shall begin on the date the Products are received by the Consignee and shall end when the consignor decides he/she wants the Products return; provided, however, that one (1) week notice is given providing that the Product is out on rental.
4. EFFORTS TO RENT
The Consignee will display the Products in a prominent place in the Consignee’s establishment, and will make every effort to rent the Products at the agreed upon prices listed in Section 1 (the “Rental Prices”).
5. TITLE TO PRODUCTS.
Title to and ownership in the Products will remain with the Consignor until such Products are sold in the regular/replacement course of business, or purchased by the Consignee, or as may otherwise be provided in this Agreement.
6. PAYMENT; COMMISSIONS.
On the rental of any of the Products, the Consignee will receive 75 % of the Rental Price of the Product rented. The Consignor will receive 25% of the Rental Price of the Product rented (the “Commission). The Commission shall be the Consignor’s sole compensation under this Agreement. At the end of each month, the Consignee will pay to the Consignor the 25% commission of the Rental Price. On the sale of any of the Product replaced, the Consignee will receive two times the amount of the replacement cost of the Sale Price of the Product sold. The consignor will receive the listed replacement cost of the Sale Price of the Product sold described in greater detail in Section 1 above (collectively, the “Products”), The replacement cost described in greater detail in Section 1 above (collectively, the “Products”), shall be the Consignor’s sole compensation under this Agreement. At the end of each month, the Consignee will pay to the Consignor the replacement commission of the Sale Price if the Product is sold. For purposes of this Agreement, a “Product Rental” or “Product Sale” shall be deemed to have occurred if a Product is:
(a)rented by the Consignee;
(b)sold by the Consignee;
(c)are based on a case by case situation.
(d)removed, withdrawn, lost, or stolen from the Consignee’s stock on hand; (e)damaged or destroyed while in the Consignee’s possession; or
(f)based on the time of sale and how much the item has depreciated.
7. RISK OF LOSS; DAMAGE.
All risk of loss or damage of the Products will pass to the Consignee when the Products are in the Consignee’s physical possession or in renter’s physical possession. The Consignee shall insure the Products against all risks against which such goods are customarily insured, including insurance for theft and damage, and shall provide evidence of such insurance coverage to the Consignor as and when requested. If the Products are damaged or lost while in the Consignee’s physical possession or renter’s physical possession, a Product Sale will be deemed to have occurred and the Consignee will reimburse the Consignor in the amount of the damaged or lost Products’ respective Replacement Price, described in greater detail in Section 1 above (collectively, the “Products”), less the Consignee’s Commission.
8. RETURN OF PRODUCTS.
At any time, and from time to time, the Consignor may require the return of all or some of the Products on the provision of seven (7) days’ written notice. At any time during the Consignment Period, the Consignee may require the immediate removal of all or some of the Products, with reasonable written notice to the Consignor. All costs of removing the Products will be borne by the Consignor. If the Consignor does not remove the designated Products within thirty (30) days of its receipt of written notice requesting such removal, the Products shall be deemed abandoned by the Consignor and full title to such abandoned Products will pass to the Consignee with no further conditions. The Consignee may thereafter dispose of the abandoned Products in its sole discretion. If the Consignee does not request removal of all of the Products in its possession, those Products remaining in the Consignee’s stock on hand shall be deemed sold to the Consignee pursuant to a Product Sale, pursuant to the terms of this Agreement.
Either Party may terminate this Agreement at any time, for any reason. Termination shall be effective when either Party serves written notice thereof on the other Party, to such Party’s notice address listed in Section 12 of this Agreement. Within ten (10) working days of the postmark date of the termination notice, all Products must be returned to the Consignor.
10. NO ASSIGNMENT.
Neither Party may assign this Agreement or any interest herein without the other Party’s express prior written consent.
Any notice or other communication provided for herein or given hereunder to a Party hereto shall be in writing and shall be given in person, by overnight courier, or by mail (registered or certified mail, postage prepaid, return receipt requested), or email, to the respective Party as follows:
If to the Consignor:
_________________________________________ __________________________________________ __________________________________________
If to the Consignee:
THE STYLE LIST
7805 W. Sunset Blvd #211
Hollywood, CA 90046
12.NO PRODUCT WARRANTIES.
The Consignee shall not offer any warranties on the rental or sale of any Product.
13. CONSIGNOR’S REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION.
The Consignor hereby warrants to the Consignee that it has good and marketable title to the Products, none of which are subject to any liens or other encumbrances, and further warrants to the Consignee that the Products consigned pursuant to this Agreement are not in violation of any trademark, copyright, or other proprietary right of any third party, state or federal law, or administrative regulation. The Consignor hereby agrees to indemnify and hold harmless the Consignee from all damages, suits, litigation, awards, and costs, including but not limited to attorneys’ fees, that may arise out of the display or sale of the Products for any reason whatsoever, including but not limited to civil or criminal suits over authenticity, legality, ownership, infringement of copyright or trademark, or any other claim or litigation.
14.GOVERNING LAW AND EQUITABLE RELIEF.
This Agreement shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws and decisions of the State of CA, without regards to its conflict-of-law provisions. The Parties hereby irrevocably consent to the jurisdiction of the courts of Los Angeles County, with respect to any matter arising under this Agreement, and further irrevocably consent to service of process by hand delivery to the addresses listed above for the Parties.
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both Parties.
16. NO IMPLIED WAIVER.
Either Party’s failure to insist, in any one or more instances, on strict performance by the other Party of any of the terms of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term hereof.
If one or more of the provisions of this Agreement shall be declared or held to be invalid, illegal, or unenforceable in any respect in any jurisdiction, the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby and any such declaration or holding shall not invalidate or render unenforceable such provision in any other jurisdiction.
18. COUNTERPARTS/ELECTRONIC SIGNATURES.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
CONSIGNEE: By: THE STYLE LIST