DIY Legal Forms

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Consignment Sale Agreement

AGREEMENT made this ______________ day of ________, 20__ by and between ____________ ("Consignor") and _______________ the undersigned ("Consignee").

Agreement is as follows:

01. Consignee consigns to Consignor the following goods as described below:

[Describe the goods in detail]

02. The title to the same shall remain at all times until a bona-fide sale in the owner of the consigned goods. Consignee may recall and take possession of the consigned property at any time.

03. At all times Consignor has goods owned by Consignee in its possession, Consignor shall, and at its expense, maintain multi-peril inventory insurance in an amount equal to the value of the goods with Consignee named as a loss payee on a long form loss payable clause. Should Consignor fail to maintain such coverage, Consignee may obtain the same, and Consignor shall upon presentation of an invoice therefor, pay for the same on sight.

04. The minimum sales price for the above described goods shall be $------- (& no/100 dollars.) From the net sales price, Consignor shall be allowed a flat fee of $----- (& no/100 dollars). The proceeds of the sale of the goods of owner shall be deposited in a special escrow account and shall not be comming led with the funds of Consignor, or the funds of others. The funds received shall be deemed to be trust funds and shall be deemed to be held in trust and for the sole benefit of Consignee. Consignor Rebets is authorized, provided that all accountings are timely filed and all sales proceeds have been deposited to withdraw its commission from the account. However, should any instruments accepted by Consignor not be honored, Consignor shall remain liable to repay the same.

05. Consignor agrees to permit Consignee to enter its sale establishment at all reasonable times for the sole purpose of examining and inspecting Consignee's goods.

06. Any notice, request, instruction or other document to be given under this Agreement to any party hereunder by any other party hereunder shall be in writing and delivered personally, or sent by registered or certified mail, postage prepaid to the following addresses:

If to the Consignor:

(...address of Consignor...)

If to the Consignee:

(... address of Consignee ...)

or to such other address as a party hereto may hereafter designate in writing to the other party. Delivery as aforesaid of process or notice shall be sufficient and adequate to establish notice to the person served or notified.

07. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

08. Waiver Of Contractual Right. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

09. No Representations. Neither party has made any representations nor promises, other than those contained in this agreement or in some further writing signed by the party making the representation or promise.

10. Advice Of Legal Counsel. Each individual party to this Agreement represents and warrants to each other party that such party has read and fully understands the terms and provisions hereof, has had an opportunity to review this Agreement with legal counsel, and has executed this Agreement based upon such party's own judgment and advice of independent legal counsel.

11. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. This Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable.

12. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby.

13. Entire Agreement. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

14. Applicable Law. This Agreement shall be governed by the laws of the State of [State].

IN WITNESS WHEREOF, this Agreement has been dated and signed on the date first above written.