This Agreement (this “Agreement”) is made as of this {date} between LuxAge Group, Inc. d/b/a Luxury Bazaar with an address at 1225 Industrial Boulevard, Southampton, PA 18966, herein referred to as "Seller", and {fullName}, herein referred to as “Owner”.
BACKGROUND
WHEREAS, Seller is a retail and wholesale seller of, among other things, high-end jewelry and high-end watches which it sells through, among other things, Seller’s website, www.luxurybazaar.com (the “Website”).
WHEREAS, the Owner owns right and title to the following merchandise: {referenceNumber} (the “Merchandise”) in the following condition: {itemCondition}.
WHEREAS, Owner desires to deliver possession of the Merchandise to Seller with the intention of selling it to a third-party customer of Seller, whether through the Website or Seller’s other channels of distribution.
NOW, THEREFORE, in consideration of the mutual covenants and promises made by the parties hereto, Seller and Owner agree as follows:
1. Exclusivity; Consignment Period
Owner hereby grants to Seller the exclusive right to display, market, and sell the Consigned Goods on Seller’s website or through any other sales channels as Seller deems appropriate in Seller’s sole discretion, or unless otherwise agreed to in writing by Owner and Seller. Owner agrees to deposit the Consigned Goods with Seller and shall not remove, or request the removal of, the Consigned Goods from the possession of Seller for a minimum period of thirty (30) business days from the date that Seller receives the Consigned Goods (hereinafter referred to as the “Minimum Consignment Period”). Owner acknowledges and agrees that the Consigned Goods cannot be recalled, nor will Owner attempt to recall the Consigned Goods, from Seller prior to the expiration of the Minimum Consignment Period, except with the prior written consent of Seller. For purposes of this Agreement, the “Minimum Consignment Period” shall be defined as the period of thirty (30) business days commencing on the date the Consigned Goods are first delivered to and accepted by Seller, during which Owner is expressly precluded from recalling the Consigned Goods. Owner and Seller may, by mutual written agreement, extend the Minimum Consignment Period beyond the initial thirty (30) business days, with any such extension to be known as the “Extended Period.”
2. LBX Consignment Rate; Seller’s Fee;
The “LBX Consignment Rate” (${fastcashrate}) shall be defined as the minimum price at which the Seller is authorized to sell the Consigned Goods to a third-party customer (hereinafter referred to as “Buyer” or “Buyers”). Seller is permitted to offer the Consigned Goods for sale to Buyers at any price exceeding the LBX Consignment Rate. In the event a sale is executed, Seller shall be entitled to retain any and all amounts received from Buyer that exceed the LBX Consignment Rate as compensation for Seller’s services under this Agreement. Upon the successful sale of the Consigned Goods to a Buyer for a price equal to or greater than the LBX Consignment Rate, Seller agrees to remit to the Owner the full amount of the LBX Consignment Rate within ten (10) business days following receipt of payment from Buyer. Seller shall not entertain, nor accept, any offers from Buyers that are less than the LBX Consignment Rate, unless otherwise specified in writing by Owner and Seller. In the event that Seller and Owner mutually agree to change the LBX Consignment Rate, Seller shall, within three (3) business days of such agreement, issue, and remit to Owner a price change acknowledgment. This acknowledgement must be duly executed by Seller to effectuate and memorialize the change in the LBX Consignment Rate. Furthermore, once the Consigned Goods have been sold to the Buyer, the Owner shall relinquish any right or ability to recall the Consigned Goods from the Seller.
3. Recall of Consigned Goods
Notwithstanding the foregoing, upon the expiration of the Minimum Consignment Period or Extended Period, as applicable, the Owner shall have the right to recall any or all of the Consigned Goods. In the event of any recall of Consigned Goods by the Owner, either after the expiration of the Minimum Consignment Period or Extended Period, as applicable, or beforehand as agreed by Seller in writing, Seller shall, at Owner’s sole cost and expense, promptly arrange for the shipment of the Consigned Goods back to Owner using Seller’s insured carrier services (i.e., UPS, FedEx, DHL, Malka, Amit, Ferrari or Brinks), within three (3) business days from the date of Owner’s written recall request.
4. Delivery of Consigned Goods; Risk of Loss
Owner shall ensure that the Consigned Goods are transported to Seller at Seller’s business address located at 1225 Industrial Boulevard, Southampton, PA 18966 or another location as provided in writing by Seller, by no later than seven (7) business days after execution of this Agreement. The transportation and associated risks of the Consigned Goods shall be borne by Owner until the Consigned Goods are officially accepted by Seller, at which time the risk of loss or damage to the Consigned Goods will transfer to Seller.
5. Inspection and Storage of Consigned Goods; Non-Conforming Goods
Upon delivery of the Consigned Goods to Seller, Seller shall meticulously inspect the Consigned Goods within three (3) business days of receipt to confirm their condition and quality. If, during the inspection, Seller identifies any Consigned Goods that are damaged or defective, Seller shall notify Owner in writing within two (2) business days following the completion of the inspection. Upon receiving such notification, the Owner will then have the choice to either substitute the Consigned Goods or modify the LBX Consignment Rate as agreed in writing between the Owner and Seller. Seller reserves the right to suspend the display, marketing, and sale of any non-conforming Consigned Goods pending resolution of the issue.
6. Seller’s Return of Consigned Goods
After the expiration of the Minimum Consignment Period, Seller shall have the right, but not the obligation, to return any or all of the unsold Consigned Goods to Owner, without any penalty, at Seller’s expense. Upon Seller’s delivery of the unsold Consigned Goods to its insured carrier for return to Owner, the risk of loss or damage to the Consigned Goods shall immediately transfer to Owner. Seller agrees to provide Owner with tracking information for the return shipment promptly upon dispatch. However, in the event that the Consigned Goods are damaged or become defective due to the negligence or willful misconduct of Seller, Seller hereby agrees to return the damaged or defective Consigned Goods to Owner. Upon receipt of the damaged or defective Consigned Goods by the Owner, the risk of loss or damage shall immediately transfer to the Owner. Seller shall arrange and bear the cost for the return of the Consigned Goods using an insured carrier.
7. Insurance and Liability
At its own cost, Seller shall secure and keep in force insurance coverage adequate to insure the full value of the Consigned Goods throughout the Minimum Consignment Period or Extended Period, as applicable, safeguarding against all common risks such as loss, theft, damage, or destruction. Should any loss, theft, damage, or destruction of the Consigned Goods occur while under the control of Seller, Seller will be held liable to Owner for the entire LBX Consignment Rate of the Consigned Goods, except in instances where the cause is Owner’s negligence or intentional misconduct. Seller must inform Owner in writing within two (2) business days upon discovery of any such event. It is agreed that the liability of Seller under this provision shall be restricted to the insurance proceeds acquired in accordance with this clause.
8. Incorporation of Terms and Conditions
This Agreement shall be deemed to incorporate by reference the miscellaneous provisions, terms, and conditions as set forth on Seller’s website (the “Terms”), currently accessible at www. Luxurybazaar.com/terms-conditions/. The parties hereby acknowledge and agree that they have read, understand, and agree to be bound by the Terms in connection with the consignment, sale, and purchase of the Consigned Goods as described herein. The Terms are hereby made a part of this Agreement to the extent that they are not inconsistent with the terms set forth in this Agreement. In the event of any conflict between the provisions of this Agreement and the Terms, the provisions of the Terms shall prevail. Seller reserves the right to modify the Terms at any time, without notice to Owner.
9. Governing Law; Choice of Jurisdiction
This Agreement shall be interpreted, construed, and governed under the internal laws of the Commonwealth of Pennsylvania, regardless of the domicile of any party hereto. Any dispute arising out of this Agreement shall be subject to the exclusive jurisdiction of the Court of Common Pleas of Bucks County, Pennsylvania.
IN WITNESS WHEREOF, each of the undersigned, intending to be legally bound hereby, has hereunto set its, his or her hand and seal to this Agreement to be effective as of the date and year first above written.