Consignment Agreement
RECITALS
WHERAS, THE CONSIGNEE IS ENGAGED IN THE SALE OF HAUS OF BRIDEZILLA LLC. BRIDAL VEILS, BRIDAL GARTERS, BRIDAL BELTS AND HAIR ACCESSORIES
WHEREAS, THE CONSIGNOR HAS CREATED, EXPENDED TIME AND LABOR ON, AND OWNS CERTAIN PRODUCTS, DESCRIBED IN GREATER DETAIL IN SECTION 1BELOW (COLLECTIVELY, THE "PRODUCTS"), AND WISHES TO SELL THOSE PRODUCTS; AND
WHEREAS, THE CONSIGNOR DESIRES THAT THE PRODUCTS TO BE SOLD ON CONSIGNMENT BY THE CONSIGNEE, AND THE CONSIGNEE WISHES TO SELL 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
(a) The Consignor, hereinafter referred to as the undersigned party, undertakes to deliver samples of all products as requested by the Consignee.
(b) These samples shall be promptly placed on the Haus of Bridezilla website (www.hausofbridezilla.com) using the provided login credentials.
(c) The delivery, encompassing both samples and future orders, will be fulfilled within a timeframe of 30 to 90 days from the date the retail order is placed by the Consignee.
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 Consignor and shall end on the last day of that calendar month; provided, however, that this term shall extend automatically from month to month
(through the end of each calendar month) until either Party ends the then-applicable consignment period by providing written notice of its termination pursuant to Section 10 of this Agreement; provided further, however, that this consignment period (the "Consignment Period") may in no event be longer than 6 months (183 days).
The consignment shall begin on the date the Products are received by the Consignor and shall end on the last day of that calendar month; provided, however, that this term shall extend automatically from month to month
(through the end of each calendar month) until either Party ends the then-applicable consignment period by providing written notice of its termination pursuant to Section 10 of this Agreement; provided further, however, that this consignment period (the "Consignment Period") may in no event be longer than 6 months (183 days).
4. EFFORTS TO SELL.
The Consignee will display the Products in a prominent place in the Consignee's establishment and will make every effort to sell the Products at or above the initial retail prices listed in Section 1(the "Retail Prices"). The Consignee must obtain the express written consent of the Consignor before offering the Products for sale at less than their respective Retail 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 course of business, used or purchased by the Consignee, or as may otherwise be provided in this Agreement.
Title to and ownership in the Products will remain with the Consignor until such Products are sold in the regular course of business, used or purchased by the Consignee, or as may otherwise be provided in this Agreement.
6. PAYMENT; COMPENSATION.
Upon the sale of any Products, the Consignee will place orders exclusively through www.HausofBridezilla.com using their personalized login. The Consignee's compensation under this Agreement will be based on the retail prices listed in the retail catalog on the website.
The Consignee will not receive a percentage of the Retail Price as commission. Instead, the Consignee's compensation will be calculated based on the total retail price of the Products ordered through the website. All payments for orders placed on the website will be made at the time of order placement.
For the purpose of this Agreement, a "Product Sale" shall be deemed to have occurred if:
(a) an order is placed by the Consignee using their personalized login;
(b) the Products are confirmed as removed, withdrawn, lost, or stolen from the Consignee's stock on hand;
(c) the Products are confirmed as damaged or destroyed while in the Consignee's possession;
(d) the Produc
occurred if:
(a) an order is placed by the Consignee using their personalized login;
(b) the Products are confirmed as removed, withdrawn, lost, or stolen from the Consignee's stock on hand;
(c) the Products are confirmed as damaged or destroyed while in the Consignee's possession;
(d) the Products are otherwise not physically present in the Consignee's stock on hand.its are otherwise not physically present in the Consignee's stock on hand.
7. RISK OF LOSS; DAMAGE.
At risk of loss or damage of the Products will pass to the Consignee when the Products are in the Consignee'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, 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 Retail Prices, less the Consignee's Commission.
Consignor in the amount of the damaged or lost Products' respective Retail Prices, 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 thirty (30) days' written notice. At any time after the Consignment Period, the Consignee may require the immediate removal of all or some of the Products, with reasonable written notice to the Consignor. Al costs of removing the Products will be borne by the [Consignor][Consignee]. 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, and remittance of payment to the Consignor shall be required pursuant to the terms of this Agreement.
9. 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, to such Party's notice address listed in Section 12 of this Agreement. Within 30days days of the postmark date of the termination notice, all Products must be returned to the Consignor.
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 30days 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.
11. NOTICES.
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) to the respective Party as follows:
If to the Consignor:
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) to the respective Party as follows:
If to the Consignor:
2232 Dell Range Blvd Suite 245-3251 Cheyenne, WY 82009
12. DEFAULT (OPTIONAL)
The failure of the Consignee to comply with any reasonable request of the Consignor with respect to Uniform Commercial Code compliance shall constitute a condition of default under this Agreement and shall entitle the Consignor to exercise any and all remedies available under the Uniform Commercial Code and this Agreement.
13. NO PRODUCT WARRANTIES.
The Consignee shall not offer any warranties on the sale of any Product, except to the extent a warranty is required by law and cannot be disclaimed.
The Consignee shall not offer any warranties on the sale of any Product, except to the extent a warranty is required by law and cannot be disclaimed.
14. CONSIGNOR'S REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION. (OPTIONAL)
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.
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.
15. GOVERNING LAW AND EQUITABLE RELIEF.
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.
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.
16. ENTIRE AGREEMENT.
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.
17. 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.
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.
18. SEVERABILITY.
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.
19. 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.
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.
19. 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.