CONSIGNOR AGREEMENT

 

1. RECITALS

GORGIE GOWNS is engaged in the marketing and sale of designer clothes, accessories, and shoes, etc.

Consignor owns or controls and has the right to sell certain items, described and itemized on GORGIE GOWNS’s online and other forms, or collected from Consignor (the "Consignor") by an employee of GORGIE GOWNS 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 GORGIE GOWNS, and GORGIE GOWNS wishes to sell that Property on behalf of Consignor. This means that Consignor transfers possession but not ownership of the Property to GORGIE GOWNS, 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 GORGIE GOWNS’s Terms of Service (see GORGIE GOWNS’s website at), which terms may be amended from time to time at GORGIE GOWNS’s sole discretion), the parties agree as follows:

2. DELIVERY OF PROPERTY; RISK OF LOSS; INSURANCE

Consignor makes the Property available to GORGIE GOWNS on a consignment basis and GORGIE GOWNS accepts the Property from Consignor on a consignment basis only. All risk of loss or damage of the Property will pass to GORGIE GOWNS when GORGIE GOWNS 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 GORGIE GOWNS ’s approved method of shipment to GORGIE GOWNS, specifically using GORGIE GOWNS‘s label and current integrated shipping arrangement (the "Label"), then GORGIE GOWNS 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.

GORGIE GOWNS 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 GORGIE GOWNS’s possession, and shall provide evidence of such insurance coverage to Consignor upon request. If the Property is damaged or lost while in GORGIE GOWNS’s possession, then a Property Sale, as defined below at Section 7, will be deemed to have occurred and GORGIE GOWNS 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 GORGIE GOWNS.

3. ACCEPTANCE OF PROPERTY; CONDITION OF ITEMS

GORGIE GOWNS 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 GORGIE GOWNS in full compliance with the representations and warranties Consignor makes pursuant to this Agreement ("Acceptance").

Upon receipt, GORGIE GOWNS will evaluate the Property to determine its authenticity, quality and value. The condition of such items will affect their valuation. GORGIE GOWN'S reserves the right to accept items that need repair, assessing the consignor a service surcharge for said repair (clasp/hook & eye work range range $15-25, bead/loose thread work range $30-45, short/long dress professional press/cleaning range $25-45, bridal gown professional press/cleaning range $85-125). Likewise, GORGIE GOWNS’s reserves the right to disqualify item(s) based on standards set by the boutique. Any unaccepted item(s) will be available for return, via local pick up on Sundays between 1-4pm.

 We do not accept any items with an original price of under $40.

4. UNAUTHENTICATED, COUNTERFEIT, OR STOLEN ITEMS

Consignor is responsible for ensuring the authenticity of all items offered for consignment. In the event GORGIE GOWNS 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 GORGIE GOWNS determines at any time that an item of Property is counterfeit, GORGIE GOWNS will notify Consignor that it has made such determination. Consignor acknowledges and agrees that any item GORGIE GOWNS 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 180 days thereafter, whether or not such Consignment Period extends beyond the term of this Agreement. Consignor may request GORGIE GOWNS return all or some of the Property if it is not sold within the 180 day period if a completed RETURN MY ITEMS authorization form is on file with GORGIE GOWNS at the Consignor's expense (see "Unauthenticated Items" and "Consignment Period and Return of Property" below), or alternately, can be donated to an entity of GORGIE GOWNS’s choosing. Request must be made in writing at the time Property is dropped off in store or initially shipped.

For such Return Request, GORGIE GOWNS will charge administrative fees of $5.00/in store items and $7.50/shipped item with a $45 minimum.

6. EFFORTS TO SELL; PRICE

Subject to Consignor's performance of its obligations under this Agreement, GORGIE GOWNS will display on its site and make commercially reasonable efforts to sell the Property. Consignor acknowledges and agrees that:

(a) GORGIE GOWNS 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.

7. TITLE TO PROPERTY

A "Property Sale" shall be deemed to have occurred where an item of Property is sold by GORGIE GOWNS and not returned within the period specified GORGIE GOWNS’s Return Policy; lost or stolen from GORGIE GOWNS’s inventory; damaged or destroyed while in GORGIE GOWNS’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.

For such returns, GORGIE GOWNS charges a $5 administrative processing fee per item returned via in store batch & a $7.50 administrative processing & shipping fee per item (with a $45 minimum ) if returned via shipping method.

 

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 in an amount equal to 40% of the Net Selling Price unless otherwise stated.

GORGIE GOWNS 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.

Commission payments will be processed on or around the 15th of each month and will include items sold in the previous calendar month. 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 GORGIE GOWNS.

1. TERMS AND TERMINATION

Term: 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 ASSIGNMENT

Consignor may not assign, transfer, or delegate any of its rights under this Agreement without GORGIE GOWNS’s prior written consent. Any prohibited assignment shall be void.

3. NO PROPERTY WARRANTIES

GORGIE GOWNS 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 GORGIE GOWNS’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 GORGIE GOWNS 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 GORGIE GOWNS 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 ILLINOIS, without regard to the conflict of law’s provisions. Each Party irrevocably submits to the exclusive personal jurisdiction of the federal and state courts located in Sangamon County, ILLINOIS 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 Sangamon County, ILLINOIS 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 affect 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 ENDS

Notwithstanding 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.