Consignment Agreement Template

ADVERTISEMENT
CONSIGNMENT AGREEMENT: example of a form that may be used to document
an agreement for a consignee to sell and distribute a manufacturer’s merchandise
[Referring to Section Four of the agreement. This particular agreement anticipates that the
consignee remits the gross sale proceeds to the principal, with an accounting, (paragraph B) and
that the principal pays the consignee a commission, on the prior period sales (paragraph C). A
more usual arrangement would be for the consignee to remit net proceeds, retaining the
commission portion.
The form is easily amended by eliminating paragraph C and adding after the words "sale of
goods" in paragraph B the following language: ",net of commissions for such sales in accordance
with the commission schedule set forth in Exhibit ________, which is attached to this
agreement."]
CONSIGNMENT AGREEMENT
Agreement made, effective as of ________[date], by and between ________ [name], of
________[address], City of ________, County of ________, State of ________,
subsequently referred to as principal, and ________[name], of ________[street address],
________[city], ________[county], ________[state], subsequently referred to as
consignee.
RECITALS
The parties recite and declare:
A. Principal conducts a manufacturing business described as follows: ________.
B. Principal desires to arrange for the sale and distribution of its merchandise
throughout ________[territory].
C. Consignee has agreed to undertake the marketing of principal’s merchandise on the
terms set forth in this agreement.
In consideration of the above recitals, the terms and covenants of this agreement, and
other valuable consideration, the receipt of which is acknowledged, the parties agree as
follows:
SECTION ONE
EXCLUSIVE APPOINTMENT
Consignee shall have the exclusive right to sell and distribute principal’s merchandise
throughout ________[territory] during the term of this agreement.
SECTION TWO
CONSIGNMENT AGREEMENT: example of a form that may be used to document
an agreement for a consignee to sell and distribute a manufacturer’s merchandise
[Referring to Section Four of the agreement. This particular agreement anticipates that the
consignee remits the gross sale proceeds to the principal, with an accounting, (paragraph B) and
that the principal pays the consignee a commission, on the prior period sales (paragraph C). A
more usual arrangement would be for the consignee to remit net proceeds, retaining the
commission portion.
The form is easily amended by eliminating paragraph C and adding after the words "sale of
goods" in paragraph B the following language: ",net of commissions for such sales in accordance
with the commission schedule set forth in Exhibit ________, which is attached to this
agreement."]
CONSIGNMENT AGREEMENT
Agreement made, effective as of ________[date], by and between ________ [name], of
________[address], City of ________, County of ________, State of ________,
subsequently referred to as principal, and ________[name], of ________[street address],
________[city], ________[county], ________[state], subsequently referred to as
consignee.
RECITALS
The parties recite and declare:
A. Principal conducts a manufacturing business described as follows: ________.
B. Principal desires to arrange for the sale and distribution of its merchandise
throughout ________[territory].
C. Consignee has agreed to undertake the marketing of principal’s merchandise on the
terms set forth in this agreement.
In consideration of the above recitals, the terms and covenants of this agreement, and
other valuable consideration, the receipt of which is acknowledged, the parties agree as
follows:
SECTION ONE
EXCLUSIVE APPOINTMENT
Consignee shall have the exclusive right to sell and distribute principal’s merchandise
throughout ________[territory] during the term of this agreement.
SECTION TWO
DELIVERY OF MERCHANDISE
A. Principal shall deliver to consignee such quantity of its merchandise that consignee
requires for sale from ________[his or her or its] place of business at ________[street
address], ________[city], ________[county], ________[state].
B. Principal shall pay all freight and shipping charges.
C. Consignee shall be responsible for any loss of or damage to merchandise while it is
under ________[his or her] control.
SECTION THREE
SALE OF MERCHANDISE
A. Consignee shall devote ________[his or her] best efforts to the sale and distribution
of principal’s merchandise throughout the territory referred to above.
B. All sales made by consignee shall be for cash. Credit sales may be made by
consignee on written authority only, and on terms which principal may approve prior to
such sales.
C. All sales prices shall be fixed by principal.
D. Consignee shall not sell principal’s merchandise at less than the authorized prices,
which prices will be reflected in price schedules that will be furnished to consignee
from time to time.
SECTION FOUR
MONTHLY STATEMENTS; COMPENSATION
A. Consignee shall furnish principal with monthly statements indicating all sales
transactions during the preceding month and the extent of current inventory. Such
statements shall be received by principal no later than the ________ day of each month.
B. With the monthly statement, consignee shall remit to principal all monies received
by ________[him or her] from the sale of goods, ________[if appropriate, add:
together with signed receipts or bills of lading for credit sales].
C. As soon as practicable after the ________ day of each month, principal shall render
a written statement to consignee showing sales during the preceding month, and shall
remit to consignee net commissions for such sales in accordance with the commission
schedule set forth in Exhibit ________, which is attached to this agreement.
SECTION FIVE
MANAGEMENT OF CONSIGNEE’S BUSINESS
A. Consignee shall have entire charge of the management and operation of
________[his or her] business; ________[he or she] shall furnish all equipment and
vehicles, and hire and pay the wages of all assistants and employees required for the
operation of ________[his or her] business.
B. Principal reserves no supervision or control over consignee in the facilities,
employees, and methods to be used and employed by consignee in carrying out the
purposes of this agreement, and shall in no event be responsible for negligence of
consignee or consignee’s employees.
SECTION SIX
TITLE TO MERCHANDISE
Consigned merchandise shall remain the property of principal until sold in the regular
course of business, except that consignee shall be responsible for all shortages of stock.
SECTION SEVEN
EMPLOYEE BENEFIT PAYMENTS
Consignee shall and does accept full and exclusive liability for the payment of any and
all premiums, contributions, and taxes for workers’ compensation insurance,
unemployment insurance, and for pensions, annuities, and retirement benefits, now or
later imposed by or pursuant to federal and state laws, which are measured by the wages,
salaries, or other remuneration paid to persons employed by consignee in connection with
the performance of this agreement. Consignee shall indemnify principal against any and
all liability for any premiums, taxes, or contributions respecting consignee’s employees
that may be assessed against principal. Consignee shall enter into any agreement that has
been or may later be prescribed by any federal or state governmental body or authority to
effectuate the above-stated purposes.
SECTION EIGHT
TERMINATION
This agreement is not assignable and may be terminated by either party on ________
days’ written notice to the other. ________ [If appropriate, add: On termination, principal
shall have the right, for a period not to exceed ________ months following the date of
termination, to: (1) use storage facilities located on consignee’s premises at
________[address]; (2) replenish ________[his or her or its] stock of merchandise in
such facilities; (3) sell and deliver ________[his or her or its] merchandise from such
premises; and (4) remove all ________[his or her or its] merchandise from the facilities
during such period; provided, however, that principal shall pay a rental of $________ per
month for the period such facilities are so used.]
SECTION NINE
GOVERNING LAW
It is agreed that this agreement shall be governed by, construed, and enforced in
accordance with the laws of the State of ________.
SECTION TEN
NO WAIVER
The failure of either party to this agreement to insist on the performance of any of the
terms and conditions of this agreement, or the waiver of any breach of any of the terms
and conditions of this agreement, shall not be construed as waiving any terms and
conditions, but such terms and conditions shall continue and remain in full force and
effect as if no forbearance or waiver had occurred.
SECTION ELEVEN
ARBITRATION OF DISPUTES
All disputes, claims, and questions regarding the rights and obligations of the parties
under the terms of this agreement are subject to arbitration. Either party may make a
demand for arbitration by filing such demand in writing with the other party within
________ days after the dispute first arises. Subsequently, arbitration shall be conducted
by ________[set forth terms of arbitration, for example: three arbitrators acting under the
rules of commercial arbitration of the American Arbitration Association].
SECTION TWELVE
ATTORNEY FEES
In the event that any action is filed in relation to this agreement, the unsuccessful party
in the action shall pay to the successful party, in addition to all the sums that either party
may be called on to pay, a reasonable sum for the successful party’s attorney fees.
SECTION THIRTEEN
EFFECT OF PARTIAL INVALIDITY
The invalidity of any part of this agreement will not and shall not be deemed to affect
the validity of any other part. In the event that any provision of this agreement is held to
be invalid, the parties agree that the remaining provisions shall be deemed to be in full
force and effect as if they had been executed by both parties subsequent to the
expungement of the invalid provision.
SECTION FOURTEEN
ENTIRE AGREEMENT
This agreement shall constitute the entire agreement between the parties. Any prior
understanding or representation of any kind preceding the date of this agreement shall not
be binding on either party except to the extent incorporated in this agreement.
SECTION FIFTEEN
MODIFICATION OF AGREEMENT
Any modification of this agreement or additional obligation assumed by either party in
connection with this agreement shall be binding only if evidenced in a writing signed by
each party or an authorized representative of each party.
SECTION SIXTEEN
PARAGRAPH HEADINGS
The titles to the paragraphs of this agreement are solely for the convenience of the
parties and shall not be used to explain, modify, simplify, or aid in the interpretation of
the provisions of this agreement.
SECTION SEVENTEEN
COUNTERPARTS
This agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute but one and the same
instrument.
In witness of the above, each party to this agreement has caused it to be executed at
________[place of execution] on the date indicated below.
[Signatures and date(s) of signing]

Download Consignment Agreement Template

292 times
Rate
4.5(4.5 / 5) 18 votes
ADVERTISEMENT
Page of 5