Consignment Terms of Service
IF NOT SOONER TERMINATED AS PROVIDED HEREIN, THIS AGREEMENT RENEWS AUTOMATICALLY FOR SUCCESSIVE ONE-YEAR TERMS ON THE FINAL DAY OF THE MONTH THAT IS ONE YEAR FROM THE DATE THE CONSIGNOR EXECUTES THIS AGREEMENT (THE “EFFECTIVE DATE” AND THE “TERM”).
Consignor owns or controls and has the right to sell certain items.
Consignor desires that the Property be sold on consignment by Handbag Collective and Handbag Collective wishes to sell that Property on behalf of Consignor. This means that Consignor transfers possession but not ownership of the Property to Handbag Collective 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 Handbag Collective Terms of Service, which terms may be amended from time to time at Handbag Collective sole discretion, the parties agree as follows:
Delivery of property; risk of loss; insurance
Consignor makes the Property available to Handbag Collective on a consignment basis and Handbag Collective accepts the Property from Consignor on a consignment basis only. All risk of loss or damage of the Property will pass to Handbag Collective only when Handbag Collective takes physical possession of the Property. Consignor retains all risk of loss or damage to the Property until that time; however, if Consignor uses Handbag Collective approved method of shipment to Handbag Collective, specifically using Handbag Collective label and current integrated shipping arrangement (the “Label”), then Handbag Collective will insure or arrange for a third party to insure each Property shipment against loss or damage in transit. A “shipment” means items of Property shipped together under one Label.
Subject to the foregoing, Handbag Collective 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 Handbag Collective possession, and shall provide evidence of such insurance coverage to Consignor as and when requested. If the Property is damaged or lost while in Handbag Collective possession, then a Property Sale, as defined below at Section 7, will be deemed to have occurred and Handbag Collective will reimburse Consignor in the amount of Consignor’s Commission (also defined below), based on the damaged or lost Property’s actual or, where a sale has not occurred, the estimated Net Selling Price(s), as defined at Section 8, which is determined solely by Handbag Collective. This remedy shall constitute the sole remedy and entire recourse of Consignor against The RealReal and is in lieu of any other remedy available as a matter of law or equity.
Acceptance of property; conditions of items
Handbag Collective only accepts Property: (1) it determines in its sole discretion to be in very good to excellent condition; (2) it determines in its sole discretion to be authentic; and (3) that is made available to Handbag Collective in full compliance with the representations and warranties Consignor makes pursuant to this Agreement (“Acceptance”).
Upon receipt, Handbag Collective will evaluate the Property to determine its authenticity, quality and value. Condition issues will affect the valuation. Property that does not meet Handbag Collective quality standards will not be Accepted and will be returned to Consignor at Consignor’s expense (see “Unauthenticated Items” and “Consignment Period and Return of Property” below).
Unauthenticated, counterfeit, or stolen items
Consignor is responsible for ensuring the authenticity of all items that Consignor offers or provides for consignment. In the event Handbag Collective determines it cannot confirm 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 Handbag Collective determines at any time that an item of Property is counterfeit, Handbag Collective shall notify Consignor that it has made such determination. Consignor acknowledges and agrees that any item Handbag Collective determines to be counterfeit may not be returned to Consignor and will be donated to a local women’s charity or be destroyed.
Consignor acknowledges and agrees that Handbag Collective is subject to laws and regulations relating to claims that consigned items have been stolen. Handbag Collective takes reports of stolen goods seriously and will cooperate with law enforcement in all investigations.
Consignment period and return of property
The “Consignment Period” for an item of Property begins on Acceptance and ends 365 days thereafter, whether or not such Consignment Period extends beyond the term of this Agreement. At any time during the Consignment Period, and subject to this provision, Consignor may request Handbag Collective return all or some of the Property, upon written notice to handbag Collective and so long as the item of Property has not already been sold (the “Return Request”). Upon such Return Request, Handbag Collective will make its best efforts to remove the item of Property from the site before it is sold.
(a) If the Return Request is made within 30 days from Acceptance, as defined above, the Property will be returned within 30 days of the Return Request. Handbag Collective reserves the right to pass on all costs of such returns to the Consignor and in such case, all costs of return shall be deducted as available from Consignor’s pending Commissions; where such pending Commissions are not available, Handbag Collective shall have no obligation to return such Property unless and until Consignor has provided for the cost of return shipping and $50 authentication fee at its sole expense.
Additionally, Consignor acknowledges and agrees if Consignor requests the return of Property within this first 30 days after Acceptance, Handbag Collective reserves the right to charge which fee reflects the up-front costs to Handbag Collective of storing, cataloging and photographing the Property in preparation for sale.
(b) If the Return Request is made more than 30 days after acceptance, the Property will be returned within 30 days of Return Request. Handbag Collective reserves the right to pass on all costs of such returns to the Consignor and in such case, all costs of return shall be deducted as available from Consignor’s pending Commissions; where such pending Commissions are not available, Handbag Collective shall have no obligation to return such Property unless and until Consignor has provided for the cost of return shipping and $50 authentication fee at its sole expense. For items that remain unsold after 365 days from Acceptance, Handbag Collective will, at Consignor’s option and Handbag Collective cost: (i) return the items to the Consignor, or (ii) donate the items to a charity of Handbag Collective choice. If Handbag Collective is unable to contact the Consignor at the current email or physical address provided by Consignor, the items will be donated to a charity of Handbag Collective choice.
Efforts to sell; price
Subject to Consignor’s performance of its obligations under this Agreement, Handbag Collective will display on its site and make commercially reasonable efforts to sell the Property. Consignor acknowledges and agrees that:
(a) Handbag Collective 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.
(b) In order to market and promote the sale of the item, Handbag Collective will allow an immediate site-wide 20% discount to apply, which will affect the Initial Sale Price.
(c) Handbag Collective may offer additional discounts and promotions during the Consignment Period, at its sole discretion and without notice to Consignor as a means to efficiently market and sell the Property, unless Handbag Collective and Consignor have otherwise agreed in writing to a specific price at which an item must be sold.
Title to property
Title to and ownership of the Property will remain with Consignor until a Property Sale occurs. A “Property Sale” shall be deemed to have occurred where an item of Property is:
Sold by Handbag Collective and not returned to Handbag Collective within the period specified in Handbag Collective then-current Return Policy.
(b) Lost or stolen from Handbag Collective stock on hand;
(c) Damaged or destroyed while in Handbag Collective possession.
Payments and commission
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”).
(a) 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:
(1) A Commission equal to 60% of the Net Selling Price (i) for all items priced at $1500 or less than the Commission Period, as defined below;
(2) A Commission equal to 70% of the Net Selling Price where Sales during the Commission Period reach between $1,500 to $9,999 during the Commission Period, as defined below;
(3) A Commission equal to 80% of the Net Selling Price where Sales during the Commission Period total $10,000 or more.
(4) Regardless of the sales-based Commission rates set forth above, for any items priced at $1500 or less, the 60% Commission rate will always apply to that item.
(b) The applicable Commission rate will reset on the one-year anniversary of the first Property Sale under this Agreement (the “Commission Period”) and reset annually thereafter as follows:
(1) For Consignors with Sales of less than $1,500 during the last Commission Period, the Commission will reset to 60% for the next Commission Period;
(2) For Consignors with Sales of between $1,500 and $9,999 during the last Commission Period, the Commission will reset to 70% for the next Commission Period;
(3) For Consignors with Sales of $10,000 or more during the last Commission Period, the Commission will reset to 80% for the next Commission Period.
Handbag Collective typically begins processing Commission payments 10 days after the sell of the item. Such payments will be made to the Consignor by physical check.
The timing of processing and delivering Commission payments will vary by the payment method selected by Consignor but payment processing will typically take at least two business days to complete and issue to Consignor.
In the event of any dispute between the Parties, Handbag Collective shall have no obligation to pay any Commission or other amount otherwise due to Consignor, including without limitation amounts unrelated to the dispute, unless and until such dispute is resolved. Handbag Collective shall be entitled to withhold any Commissions (including any otherwise due for items of Property not then subject to the dispute) in full or partial satisfaction of any amounts due to Handbag Collective
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.
No property warranties
Handbag Collective does not make any representation or warranty either express or implied about any item of Property, except to the extent a warranty is required by law and cannot be disclaimed.
HANDBAG COLLECTIVE DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, RELATING TO ITS SERVICES OR ACTIVITIES HEREUNDER. IN NO EVENT WILL HANDBAG COLLECTIVE LIABILITY HEREUNDER EXCEED THE AMOUNT IT HAS ACTUALLY RECEIVED AS A RESULT OF SELLING CONSIGNOR’S PROPERTY HEREUNDER. THE FOREGOING DISCLAIMER AND LIMITATION IS A FUNDAMENTAL PART OF THE BASIS OF HANDBAG COLLECTIVE BUSINESS, AND HANDBAG COLLECTIVE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT SUCH DISCLAIMER AND LIMITATION.
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 Handbag Collective 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 Handbag Collective 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.
Amendments to this agreement
Handbag Collective may update or change any of the terms and conditions of this Agreement at any time and in its sole discretion by notifying Consignor at the email address or physical address Consignor has provided in this Agreement. Consignor hereby agrees that all agreements, notices, disclosures, and other communications that Handbag Collective provides electronically satisfy any legal requirement that such communications be in writing. Consignor shall be bound by all revised terms. If Consignor does not agree to any revised terms of this Agreement, including any change to the Commissions, Consignor’s sole recourse is to terminate this Agreement in accordance with Section 9 before the effective date of the revised terms. Notwithstanding the foregoing, any revised terms shall not apply retroactively to Sales made prior to the effective date of the revised terms.