Consignor Agreement
CONSIGNMENT TERMS
1. RECITALS
DISTRICT MARKET is engaged in the marketing and sale of art, furniture and home furnishings, etc.
Consignor owns or controls and has the right to sell certain items, described and itemized on DISTRICT MARKET’s online and other forms, or collected from Consignor (the "Consignor") by an employee of DISTRICT MARKET as part of its consignor service (collectively, the "Property"). Consignor wishes to sell that Property.
Consignor desires that the Property be sold on consignment by DISTRICT MARKET, and DISTRICT MARKET wishes to sell that Property on behalf of Consignor. This means that Consignor transfers possession but not ownership of the Property to DISTRICT MARKET, subject to these Consignment Terms (the "Agreement").
Therefore, in consideration of the mutual premises and covenants contained in this Agreement, the receipt and sufficiency of which is acknowledged, and expressly subject to the provisions of DISTRICT MARKET’s Terms of Service (see DISTRICT MARKET’s website at districtmarket.org), which terms may be amended from time to time at DISTRICT MARKET’s sole discretion, the parties agree as follows:
2. DELIVERY OF PROPERTY; RISK OF LOSS; INSURANCE
Consignor makes the Property available to DISTRICT MARKET on a consignment basis and DISTRICT MARKET accepts the Property from Consignor on a consignment basis only. All risk of loss or damage of the Property will pass to DISTRICT MARKET when DISTRICT MARKET takes physical possession of the Property. Consignor retains all risk of loss or damage to the Property until that time, including loss or damage in transit.
DISTRICT MARKET shall insure the Property in such amounts and against such risks as to which such goods are customarily insured, including insurance for theft and damage while in DISTRICT MARKET’s possession, and shall provide evidence of such insurance coverage to Consignor upon request. If the Property is damaged or lost while in DISTRICT MARKET’s possession, then a Property Sale, as defined below at Section 7, will be deemed to have occurred and DISTRICT MARKET will reimburse Consignor in the amount of Consignor's Commission (also defined below), based on the damaged or lost Property's Net Selling Price(s), as defined at Section 8, and as determined solely by DISTRICT MARKET.
3. ACCEPTANCE OF PROPERTY; CONDITION OF ITEMS
DISTRICT MARKET only accepts Property: it determines in its sole discretion to be in very good to excellent condition; it determines in its sole discretion to be authentic; and that is made available to DISTRICT MARKET in full compliance with the representations and warranties Consignor makes pursuant to this Agreement ("Acceptance").
Upon receipt, DISTRICT MARKET will evaluate the Property to determine its authenticity, quality and value. The condition of such items will affect their valuation. Property that does not meet DISTRICT MARKET’s quality standards will not be Accepted and will be picked up by the Consignor at Consignor's expense (see "Unauthenticated Items" and "Consignment Period and Return of Property" below) within 7 days of notification, or the Property will be donated to an entity of DISTRICT MARKET’s choice.
4. UNAUTHENTICATED, COUNTERFEIT, OR STOLEN ITEMS
Consignor is responsible for ensuring the authenticity of all items offered for consignment. In the event DISTRICT MARKET cannot determine the authenticity of any item of Property offered or provided for consignment, it shall have the right in its sole discretion to refuse to accept the item. In the event that DISTRICT MARKET determines at any time that an item of Property is counterfeit, DISTRICT MARKET will notify Consignor that it has made such determination. Consignor acknowledges and agrees that any item DISTRICT MARKET determines to be counterfeit will not be returned to Consignor and will be destroyed.
5. CONSIGNMENT PERIOD AND RETURN OF PROPERTY
"Consignment Period" for an item of Property begins on the Effective Date and ends 120 days thereafter, whether or not such Consignment Period extends beyond the term of this Agreement. Consignor may pick up an item of Property at Consignor's expense within 7 days after the end of the Consignment Period, or the Property will be donated to an entity of DISTRICT MARKET’s choice.
6. EFFORTS TO SELL; PRICE
Subject to Consignor's performance of its obligations under this Agreement, DISTRICT MARKET will display on its site and make commercially reasonable efforts to sell the Property. Consignor acknowledges and agrees that:
(a) DISTRICT MARKET in its sole discretion will determine the initial selling price for the Property (the "Initial Sale Price"), based on its evaluation of the Property together with its determination of the current market price for each specific item of Property.
(b) DISTRICT MARKET may offer price reductions or discounts during the Consignment Period, at its sole discretion and without notice to Consignor, not to exceed 75% of the Initial Sale Price.
Items not selling within 120 days will be removed from Consigner's inventory and will be picked up by the Consignor at Consignor's expense within 7 days after the end of the Consignment Period, or the Property will be donated to an entity of DISTRICT MARKET’s choice.
7. TITLE TO PROPERTY
A "Property Sale" shall be deemed to have occurred where an item of Property is sold by DISTRICT MARKET and not returned within the period specified DISTRICT MARKET’s Return Policy; lost or stolen from DISTRICT MARKET’s inventory; damaged or destroyed while in DISTRICT MARKET’s possession. Title to and ownership of the Property will remain with Consignor until a Property Sale occurs or if items are not picked up by the Consignor at Consigner's expense within 7 days after the end of the Consignment Period.
PAYMENT AND COMMISSIONS
Upon a Property Sale, the net selling price upon which all Commissions are based shall equal the price of the item of Property sold, less applicable discounts, excluding taxes and shipping (the "Net Selling Price").
Consignor acknowledges and agrees it will receive the following Commission (as defined below, the "Commission") based on the Net Selling Price of an item of Property:
(a) Commission for consignment furniture and other items will be equal to or greater than 50% of the Net Selling Price, and
(b) Commission for artists consigning their artwork will be equal to or greater than 60% of the Net Selling Price.
DISTRICT MARKET may, at any time and in its sole discretion, temporarily increase the Commission for promotional reasons. The Commission shall be Consignor's sole compensation under this Agreement.
The timing of processing Commission payments will be typically completed by the 15th of the following calendar month after the sale, if and when consignor provides accurate and timely bank account and routing information. In the event of any dispute between the Parties, Commissions will not be paid until such dispute is resolved.
Any final value fees incurred from 3rd party website sales (ie Amazon, Ebay, Google) are split between consignor and DISTRICT MARKET.
1. TERMS AND TERMINATION
Term: This Agreement will commence as of the Effective Date and will continue until the completion of the Services, or 120 days after initial receipt of Property.
Termination: Either Party may terminate this Agreement at any time, for any reason. Termination shall be effective when either Party serves 30 day written notice thereof on the other Party, ("The Notice Period"). Consignor may pick up an item of Property at Consignor's expense within 7 days after the end of the Notice Period, or the Property will be donated to an entity of DISTRICT MARKET’s choice.
2. NO ASSIGNMENT
Consignor may not assign, transfer, or delegate any of its rights under this Agreement without DISTRICT MARKET’s prior written consent. Any prohibited assignment shall be void.
3. NO PROPERTY WARRANTIES
DISTRICT MARKET does not make any representation or warranty, expressed or implied about any item of Property, except to the extent a warranty is required by law and cannot be disclaimed. In no event shall DISTRICT MARKET’s liability exceed the actual amount received for selling consignor’s Property.
4. CONSIGNOR’S REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION
Consignor hereby represents and warrants that it has good and marketable title to each item of Property and has the right to consign and sell the Property, none of which is subject to any liens or other encumbrances, and further represents and warrants that the Property does not infringe upon or violate any trademark, copyright, or other proprietary right of any third party, any state or federal law, or any administrative regulation. Consignor hereby agrees to indemnify and hold DISTRICT MARKET harmless from all damages, suits, litigation, awards, and costs, including but not limited to attorneys' fees and costs, as a result of or arising out of in any way DISTRICT MARKET display or sale of the Property 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.
5. CHOICE OF LAW AND FORUM
This Agreement, including all exhibits, schedules, attachments and appendices attached to this Agreement and thereto, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the State of GEORGIA, without regard to the conflict of laws provisions. Each Party irrevocably submits to the exclusive personal jurisdiction of the federal and state courts located in FULTON County, GEORGIA as applicable, for any matter arising out of or relating to this Agreement, except that in actions seeking to enforce any order or any judgment of such federal or state courts located in FULTON County, GEORGIA such personal jurisdiction shall be nonexclusive. Additionally, notwithstanding anything in the foregoing to the contrary, a claim for equitable relief arising out of or related to this Agreement may be brought in any court of competent jurisdiction.
6. ENTIRE AGREEMENT
This Agreement, including and together with any related exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
7. WAIVER
No waiver by any party of any of the provisions of this Agreement will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
8. SEVERABILITY
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the court may modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.