Consignment Agreement: Definition & Key Components

What is a Consignment Agreement?

A consignment agreement is a legally binding document between a consignee and a consignor for the sale, storage, transfer, resale and use of a commodity. The consignee accepts goods from sellers to sell to potential buyers. The consignee will not receive commissions till the goods are sold. If the goods do not sell, they can be returned to the consignor.

You can read more on consignment here .

What is Consignment in Contract Law?

In contract law, consignment agreements contain language indicating that the retailer agrees to display the provided consigned items for a specific time period also known as the consignment period . The terms set out in the consignment agreement decide how the commodities will be marketed during the consignment period.

For each sale, the consignee will get commission and pay the agreed upon price to the consignor who provided the items for sale. The contract also determines how the unsold items will be returned or if the consignment period will be extended for those items.

You can read more on consignment agreements in contract law here .

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Key Components of a Consignment Agreement

There are key components of a consignment agreement:

• Parties Involved: The agreement should identify the parties involved and contain the date of the agreement. The party providing the commodities is known as at the consigner and the party selling the property on behalf of the consignor is called the consignee.
• Recitals: Recitals describe the reason why the parties are entering the agreement. This can be used to describe the general retail purpose of the goods provided.
• Consigned Goods: This section describes the goods or property being sold on behalf of the consignor by the consignee. This should be a detailed description, possibly including serial numbers, model, style, date of purchase, initial retail price, current retail price, etc.
• Delivery of Goods: This section states that property is being provided on a consignment basis only and explains the risk that the consignor bears in delivering the product, such as loss or damage.
• Consignment Period: This determines the initial length of the consignment and if the term will automatically extend if the good isn’t sold.
• Efforts to Sell: This section describes the consignee’s obligations to market and sell the good and sets clear expectations that the consignor can have of the consignee.
• Title to Products: This section emphasizes that in a consignment, the ownership of property still remains with the consignor. This is different from other relationships that occur between manufactures, retailers and stores, where the ownership shifts to the store when the good is bought to be displayed and sold in stores.
• Payment and Commission: This section determines the percentage of sale to be kept by the consignee as commission.
• Risk of Loss/Damage: This section reiterates the responsibility of the consignee when the property is in their possession. It also lays out the penalties in case the property is lost or damaged while under the consignee’s possession.
• Return of Products: This section allows the consignor to request a return of the property on provision of reasonable notice. The parties can decide how long the time period would be.
• Additional Terms: This optional section provides any additional terms that would apply to the consignment purchase and resale process.
• Termination: The termination clause explains that either party can end the agreement at any time for any reason.
• No Assignment: This section states that no party can transfer their responsibilities set under the contract without consent from the other parties involved.
• Notices: This section provides addresses to which all official or legal correspondence would be delivered.
• Default : This optional section can be used to provide security to the consignor. This indicates that if the consignor requests the consignee to file papers swearing that the products belong to the consignor the consignee must do so.
• No Product Warranties: This section states that there are no warranties on the products except any required by law.
• Consignor’s Representations, Warranties, and Indemnification: This is an optional section that indicates that the consignor owns the property and no other entity has interest in the property.
• Governing Law and Equitable Relief: This governing law clause states the state and county laws that would be used to interpret the agreement.
• Entire Agreement: The entire agreement clause simply states that the parties are signing “this agreement”. However, this doesn’t prevent a party from arguing that other enforceable promises exist.
• No Implied Waiver: This explains that if either party breaks any obligation under the agreement it doesn’t mean that it also waives future rights to enforce any obligations.
• Severability: The severability clause protects the terms of the agreement as a whole even if one part of other is invalidated.
• Counterparts/Electronic Signatures: This section outlines that even if parties sign the agreement or parts of it in different locations or through electronic signatures, they will still be considered part of the same agreement.
• Headings: This section simply clarifies that headings in the beginning of each section are meant for organization not to be considered operational parts of the agreement.

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How Consignment Agreements Work

Consignment agreements allow a consignee to sell goods on behalf of a consignor without having to purchase the goods. The consignee earns commission on the consigned goods sold.

A consignment arrangement allows outlets to sell goods without having to invest in purchasing them. Often luxury goods are in demand in the resale market and owners of vintage luxury goods can choose to consign their luxury items.

Consignment stores provide marketing and sale of these goods without bearing much risk as they do not need to purchase the good for advertising and selling it. Consignment agreements clearly lay out responsibilities and obligations of the consignor and consignee involved in the sale of the property.

Consignment agreements can be of two types:

1. Exclusive : In an exclusive consignment agreement, only the consignee has the right to sell the consignor’s item.
2. Non-exclusive : In a non-exclusive consignment agreement, multiple consignees can attempt to sell the same item.

Here is more on how consignment agreements work .

Get Help with a Consignment Agreement

Do you have any questions about a consignment agreement and want to speak to an expert? Post a project today on ContractsCounsel and receive bids from business lawyers who specialize in consignment agreements.

ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.

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Doug has over 20 years of private and public company general counsel experience focusing his legal practice on commercial transactions including both software and biotech. He is a tech savvy, business savvy lawyer who is responsive and will attain relationship building outcomes with your counterparty while effectively managing key risks and accelerating revenue. He received his Juris Doctor from Boston University School of Law earning the Book Award in Professional Ethics and after graduation he taught legal writing there for a number of years. Prior to law school, Doug earned a M.A in Mathematics at the State University of New York at Stony Brook, and a B.S in Honors Mathematics at Purdue University. After law school, Doug joined Fish & Richardson, where his practice focused on licensing software, trademarks and biotech. While at Fish & Richardson Doug authored a book on software licensing published by the American Intellectual Property Lawyers Association. Later he joined as General Counsel at FTP Software and led an IPO as well as corporate development. Doug has broad experience with a broad range of commercial agreement drafting and negotiation including SaaS software and professional services, distribution and other channel agreements, joint venture and M&A. Doug continued his leadership, corporate governance and commercial transaction practice at Mercury Computers (NASDAQ:MRCY) leading corporate development. Doug’s experience ranges from enterprise software to biotech and other vertical markets. He joined the board of Deque Systems in 2009 and joined in an operating role as President in 2020 successfully scaling the software business.