Consignor Agreement
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CONSIGNOR AGREEMENT1. RECITALSSLOPE SWAP is engaged in the marketing and sale of winter sports apparel, accessories, etc. Consignor owns or controls and has the right to sell certain items, described and itemized on SLOPE SWAP’s online and other forms, or collected from Consignor (the "Consignor") by an employee of SLOPE SWAP 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 SLOPE SWAP, and SLOPE SWAP wishes to sell that Property on behalf of Consignor. This means that Consignor transfers possession but not ownership of the Property to SLOPE SWAP, 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 SLOPE SWAP’s Terms of Service (see SLOPE SWAP’s website at), which terms may be amended from time to time at SLOPE SWAP’s sole discretion), the parties agree as follows: 2. DELIVERY OF PROPERTY; RISK OF LOSS; INSURANCEConsignor makes the Property available to SLOPE SWAP on a consignment basis and SLOPE SWAP accepts the Property from Consignor on a consignment basis only. All risk of loss or damage of the Property will pass to SLOPE SWAP when SLOPE SWAP takes physical possession of the Property. Consignor retains all risk of loss or damage to the Property until that time; provided, however, that if Consignor uses SLOPE SWAP ’s approved method of shipment to SLOPE SWAP, specifically using SLOPE SWAP‘s label and current integrated shipping arrangement (the "Label"), then SLOPE SWAP will insure or arrange for a third party to insure the Property against loss or damage in transit, up to a maximum of $10,000 per shipment. A "shipment" means items of Property shipped together under one Label. SLOPE SWAP 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 SLOPE SWAP’s possession, and shall provide evidence of such insurance coverage to Consignor upon request. If the Property is damaged or lost while in SLOPE SWAP’s possession, then a Property Sale, as defined below at Section 7, will be deemed to have occurred and SLOPE SWAP 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 SLOPE SWAP. 3. ACCEPTANCE OF PROPERTY; CONDITION OF ITEMSSLOPE SWAP only accepts Property: it determines in its sole discretion to be in very good to excellent condition; is listed in its Designer Directory on its website; it determines in its sole discretion to be authentic; and that is made available to SLOPE SWAP in full compliance with the representations and warranties Consignor makes pursuant to this Agreement ("Acceptance"). Upon receipt, SLOPE SWAP 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 SLOPE SWAP’s quality standards will not be Accepted and will be returned to Consignor at Consignor's expense (see "Unauthenticated Items" and "Consignment Period and Return of Property" below), or donated to an entity of SLOPE SWAP’s choice, or returned to consignor if a printed, completed RETURN MY ITEMS authorization form was sent in with the consignment. Additional Charges: A $45 charge will be deducted from your payouts if your shipment contains more than 10% (1 in 10) of items we cannot immediately list for sale due to condition, stains, missing designer or size tags, counterfeit handbags, or not being on our accepted list without pre-approval. 4. UNAUTHENTICATED, COUNTERFEIT, OR STOLEN ITEMSConsignor is responsible for ensuring the authenticity of all items offered for consignment. In the event SLOPE SWAP 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 SLOPE SWAP determines at any time that an item of Property is counterfeit, SLOPE SWAP will notify Consignor that it has made such determination. Consignor acknowledges and agrees that any item SLOPE SWAP determines to be counterfeit will not be returned to Consignor and will be destroyed. 5. CONSIGNMENT PERIOD AND RETURN OF PROPERTYConsignment Period" for an item of Property begins on the Effective Date and ends 180 days thereafter, whether or not such Consignment Period extends beyond the term of this Agreement. Consignor may request SLOPE SWAP return all or some of the Property if it is not sold within the 180 day period. Request must be made in writing at the time Property is initially shipped using a printed, fully completed RETURN MY ITEMS authorization form. For such Return Request, SLOPE SWAP will charge $7.50/item to cover shipping/handling charges and there is a $30 minimum. 6. EFFORTS TO SELL; PRICESubject to Consignor's performance of its obligations under this Agreement, SLOPE SWAP will display on its site and make commercially reasonable efforts to sell the Property. Consignor acknowledges and agrees that: (a) SLOPE SWAP 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. Consignors may choose to select their starting prices for their items. Otherwise, each item will be researched by SLOPE SWAP and competitively priced to sell quickly. (b) SLOPE SWAP may offer price reductions or discounts during the Consignment Period, at its sole discretion and without notice to Consignor-
Slope Swap may choose either listed markdown schedule –
Standard reductions will be 25% if an item sells between 61-90 days, 50% if an item sells between 91-120 days, 75% if an item sells between 121-180 days. Items not selling within 180 days will be removed from Consignor's Or Standard reductions will be 33% if an item sells between 61-120 days, 66% if an item sells between 121-180 days. Items not selling within 180 days will be removed from Consignor's
inventory and either be donated to an entity of SLOPE SWAP’s choice, or returned to Consignor if a printed, completed RETURN MY ITEMS authorization form was sent in with the consignment. Applicable return fees will apply. No items will be returned without fully completed proper documentation as stated above.
7. TITLE TO PROPERTYA "Property Sale" shall be deemed to have occurred where an item of Property is sold by SLOPE SWAP and not returned within the period specified SLOPE SWAP’s Return Policy; lost or stolen from SLOPE SWAP’s inventory; damaged or destroyed while in SLOPE SWAP’s possession. Title to and ownership of the Property will remain with Consignor until a Property Sale occurs or items expire at 180 days without a printed, completed RETURN MY ITEMS authorization form on file.
PAYMENT AND COMMISSIONSUpon 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 in an amount equal to 51% of the Net Selling Price starting January 1, 2021 SLOPE SWAP may at any time and in its sole discretion temporarily increase the Commission from time to time for promotional reasons. The Commission shall be Consignor's sole compensation under this Agreement. The timing of processing Commission payments will be typically be completed the 15th of the following calendar month after the sale. 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) may be split between consignor and SLOPE SWAP. 1. TERMS AND TERMINATIONTerm: This Agreement will commence as of the Effective Date and will continue until the completion of the Services, or 180 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 written notice thereof on the other Party. Costs listed above under Section 5, Consignment Period and Return of Property, will apply. 2. NO ASSIGNMENTConsignor may not assign, transfer, or delegate any of its rights under this Agreement without SLOPE SWAP’s prior written consent. Any prohibited assignment shall be void. 3. NO PROPERTY WARRANTIESSLOPE SWAP 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 SLOPE SWAP’s liability exceed the actual amount received for selling consignor’s Property. 4. CONSIGNOR’S REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONConsignor 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 SLOPE SWAP 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 SLOPE SWAP 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 FORUMThis 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 California, 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 Los Angeles County, California 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 Los Angeles County, California 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 AGREEMENTThis 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. WAIVERNo 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. SEVERABILITYIf 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. 9. SURVIVAL OF TERMS AFTER AGREEMENT ENDSNotwithstanding any other provision or general legal principles to the contrary, any provision of this Agreement that imposes or contemplates continuing obligations on a Party will survive the expiration or termination of this Agreement. |
