Consignment Agreement - Template, Sample Form Online Pro · US-law
✓ Valid in United States · drafted to comply with local law
Create your Consignment Agreement - Template, Sample Form Online for use in United States. Answer a few plain-English questions and the document fills in automatically as you go — then download it in Word and PDF, ready to sign or share. This version has been professionally rewritten to comply with local law.
- Answer 25 simple questions — the document fills in as you go
- Live preview: watch your document update in real time
- Download as Word (.docx) and PDF
- Edit your answers and re-download anytime
Fill in the details
0/25Type below — the document on the right updates as you go.
CONSIGNMENT AGREEMENT
State of ________
This Consignment Agreement (this "Agreement") is entered into and made effective as of ________ (the "Effective Date"), by and between the following parties:
________, a ________ organized and existing under the laws of the State of ________, having its principal place of business at:
________
and
________, a ________ organized and existing under the laws of the State of ________, having its principal place of business at:
________
Hereinafter, "Consignee" shall refer to ________, and "Consignor" shall refer to ________. Consignor and Consignee may be referred to individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Consignor wishes to sell on consignment a certain product or products, specifically the following (collectively, the "Product"):
________
WHEREAS, Consignee wishes to sell the Product on behalf of Consignor, including accepting delivery of the Product and making proper payment to Consignor once the sale of the Product is complete;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
§ I. TITLE & CONSIGNMENT OF GOODS.
1. Consignor represents and warrants that it owns the Product free and clear of all liens, claims, and encumbrances and has full right and authority to deliver the Product to Consignee on consignment. Under the terms and conditions of this Agreement, Consignor grants to Consignee the right to sell the Product. Title to the Product shall remain with Consignor until the Product is sold to a bona fide third-party purchaser, at which time title shall pass directly from Consignor to such purchaser.
2. The Product is delivered to Consignee on consignment only and shall not constitute a sale to Consignee. The Parties acknowledge that this is a true consignment governed by Article 9 of the Uniform Commercial Code, as enacted in the State of ________. Consignor may, at its election, file a financing statement and provide such notices as may be required under Sections 9-103 and 9-324 of the Uniform Commercial Code to perfect and protect its interest in the Product, and Consignee shall reasonably cooperate in connection therewith.
3. Consignor grants the foregoing right to Consignee on an exclusive basis with respect to the Product.
§ II. AGREEMENT OF THE PARTIES.
4. Consignor agrees to deliver the Product to Consignee for sale on consignment. Delivery may be made in any manner agreed to by the Parties. Consignee agrees to accept delivery of the Product and to devote its commercially reasonable best efforts to the sale of the Product on behalf of Consignor. Consignee acknowledges and agrees that, except for the right to sell the Product as set forth herein, it has no right, title, or interest in or to the Product.
§ III. TERRITORY.
5. The exclusive right to sell the Product shall apply within the following territory (the "Territory"): ________.
6. During the term of this Agreement, Consignor shall not sell or authorize the sale of the Product within the Territory other than through Consignee.
§ IV. FEES & PAYMENT.
7. The required sale price ("Payment Price") for the Product shall be as follows:
________
8. The Payment Price may be changed only through a written addendum to this Agreement signed by both Parties.
9. After the Product is sold for the Payment Price, Consignee shall remit to Consignor the proceeds of such sale, less Consignee's commission, within ________ days following the date of sale. Consignee's commission shall be ________% of the Payment Price.
10. Consignee shall keep accurate and complete records of all sales of the Product, which Consignor may inspect at any time upon reasonable prior notice during ordinary business hours.
§ V. DELIVERY & RISK OF LOSS.
11. Consignor shall be responsible for the costs of delivering the Product to Consignee. The risk of loss or damage to the Product shall remain with Consignor until such time as the Product is sold to a purchaser, except to the extent that any loss or damage is caused by the bad faith, gross negligence, or willful misconduct of Consignee, its employees, or representatives.
§ VI. INSURANCE.
12. Consignee shall, at its own expense, maintain adequate insurance coverage on the Product while it is in Consignee's possession, custody, or control, against loss, theft, fire, and damage. The Product shall be insured for an amount not less than its full Payment Price, and Consignor shall be named as an additional insured or loss payee under such policy. Upon request, Consignee shall provide Consignor with proof of such insurance coverage.
§ VII. INDEMNITY.
§ VIII. TERMINATION.
14. This Agreement may be terminated by either Party upon at least ________ days' prior written notice in the event that either Party defaults on any obligation hereunder, or in the event that Consignee indicates to Consignor that Consignee will not perform or that the Product will not be sold.
15. Upon termination of this Agreement, any unsold Product remaining in the possession of Consignee shall be returned to Consignor, in the same condition as delivered, reasonable wear and tear excepted, within ________ days following termination, at the expense of Consignor.
16. If this Agreement is not terminated, it shall continue until the entirety of the Product is sold and all fees have been paid to each Party.
§ IX. RELATIONSHIP OF THE PARTIES.
17. The Parties acknowledge and agree that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, employment, or agency relationship between the Parties, and that this Agreement is for the sole and express purpose of the consignment and sale of the Product.
§ X. GENERAL PROVISIONS.
18. GOVERNING LAW: This Agreement shall be governed in all respects by the laws of the State of ________, without regard to its conflict-of-laws principles, and any applicable federal law. Both Parties consent to the exclusive jurisdiction of the state and federal courts located in ________ County, State of ________. The Parties agree that this choice of law, venue, and jurisdiction provision is mandatory and not permissive in nature.
19. DISPUTE RESOLUTION: If there is a dispute between the Parties arising out of or otherwise relating to this Agreement, the Parties shall meet and negotiate in good faith to attempt to resolve the dispute. If the Parties are unable to resolve the dispute through direct negotiations, then, except as otherwise provided herein, either Party may submit the matter to binding arbitration administered in ________ in accordance with the then-existing Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by a single arbitrator who shall execute an oath of neutrality, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ARBITRABLE CLAIMS.
20. NOTICES: All notices required or permitted under this Agreement shall be in writing and delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses of the Parties set forth above, or to such other address as a Party may designate in writing.
21. LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
22. ASSIGNMENT: This Agreement, and the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or in part by either Party without the prior written consent of the other Party.
23. AMENDMENTS: This Agreement may be amended only by a written instrument signed by both Parties.
24. NO WAIVER: None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. Only an additional written agreement signed by the waiving Party can constitute a waiver of any of the terms of this Agreement. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute a waiver of such term or any other term.
26. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral.
27. COUNTERPARTS: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered electronically or by facsimile shall be deemed original signatures for all purposes.
28. HEADINGS: Headings to this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.
EXECUTION
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
CONSIGNEE
Name: ________
Representative Signature: ________________________
Representative Name: ________
Representative Title: ________
Date: ________
CONSIGNOR
Name: ________
Representative Signature: ________________________
Representative Name: ________
Representative Title: ________
Date: ________
Fields you complete are inserted into the document live. This template is general guidance only — not legal advice.