CONSIGNMENT AGREEMENT

This Consignment Agreement (hereinafter referred to as the “Agreement”) is made on [DATE ON WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF THE CONSIGNOR], having registered office at [INSERT ADDRESS OF THE CONSIGNOR] OR (hereinafter referred to as the “Consignor” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT NAME OF THE CONSIGNEE],  having registered office at [INSERT ADDRESS OF THE CONSIGNEE] (hereinafter referred to as the “Consignee” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Consignor” and the “Consignee” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. The Consignor is engaged in the Business of [INSERT BUSINESS DETAILS OF CONSIGNOR] and is the legal owner of certain goods as described in this agreement.
2. The Consignee is engaged in the Business of [INSERT BUSINESS DETAILS OF CONSIGNEE] and is willing to sell and deliver the Consigned goods from the Consignor.
3. The Consignor and Consignee mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
4. The parties are duly authorized and have the capacity to enter into this agreement.
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Consignee” shall mean an individual or entity responsible for selling and delivering consigned goods from the Consignor.
   2. “Consignor” shall mean an individual or entity that owns the consigned goods as mentioned in this agreement.
   3. “Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this agreement , whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
   4. “Intellectual Property” refers to any patents, trademarks, service marks ,trade names, copyright, trade secrets, know-how or other intellectual property rights, applications ,registrations mentioned in this agreement thereof.
2. CONSIGNMENT PERIOD
   1. This agreement shall be effective from the [DATE ON WHICH THE AGREEMENT COMES INTO FORCE] and shall have an initial term of [INSERT TERM PERIOD], with the option for renewal upon mutual agreement between the parties.
3. CONSIGNED GOODS
   1. The Consignor agrees to consign to the Consignee, and the Consignee agrees to accept on consignment, the goods described in Exhibit A attached hereto (the "Consigned Goods"). The Consigned Goods shall include a detailed description, quantity, model numbers, serial numbers, and any other relevant information necessary for identification.
4. DELIVERY OF GOODS
   1. The Consignor shall deliver the Consigned Goods to the Consignee's premises at [INSERT DELIVERY ADDRESS] on or before the commencement of the consignment period.
   2. The risk of loss or damage of the Consigned Goods shall remain with the Consignor until the Consignee takes possession of the goods upon delivery. The Consignee shall be responsible for any loss or damage to the Consigned Goods while in its possession.
   3. The Consignee shall inspect the Consigned Goods upon delivery and notify the Consignor of any discrepancies or defects within [INSERT NUMBER OF DAYS IN WHICH DEFECTS SHOULD BE NOTIFIED] days of receipt. Failure to notify the Consignor within the specified period shall be deemed as acceptance of the Consigned Goods in their delivered condition.
   4. The Consignor reserves the right to request the return of any unsold Consigned Goods at any time during the consignment period. The Consignee shall promptly return such goods to the Consignor within [INSERT NUMBER OF DAYS IN WHICH THE GOODS SHALL BE RETURNED] days of receiving written notice.
5. TITLE AND OWNERSHIP
   1. The title and ownership of the Consigned Goods shall remain with the Consignor until they are sold to a third party. Upon the sale of Consigned Goods to a third party, ownership shall transfer to the purchaser, and the Consignee shall promptly remit the agreed-upon portion of the purchase price to the consignor.
6. PAYMENT AND COMMISSION
   1. The price of each consigned good is mentioned in Exhibit –A along with description of the Goods. The purchase price shall be determined by the Consignor and based on that the Consignee agrees to sell the goods as agreed upon by the parties.
   2. For each Consigned Good sold by the Consignee, the Consignee shall receive [INSERT ROYALTY PERCENTAGE] % of the sold goods as commission from the Consignor within [INSERT NUMBER OF DAYS OF SALE] days of the sale. The payment shall be accompanied by a detailed sales report. 
   3. The Consignor shall be solely responsible for any taxes, duties, or fees arising from the sale of the Consigned Goods, including but not limited to sales taxes, value-added taxes, or import/export duties.
   4. In the event that the Consignor fails to pay to the Consignee within the specified timeframe, the Consignee may, at its discretion, charge interest on the overdue amount at a rate of [INSERT INTEREST RATE] % per month, or the maximum rate allowed by law, whichever is lower.
   5. The Consignor shall be responsible for all the other expenses related to the consigned goods such as delivery and acceptance of goods.
7. CONSIGNEE’S OBLIGATION
   1. The Consignee shall promptly inspect the consigned goods upon receipt and notify the Consignor of any visible defects, damages, or discrepancies. Failure to notify the Consignor within [INSERT NUMBER OF DAYS TO NOTIFY CONSIGNOR ABOUT INSPECTION OF THE GOODS] business days shall be deemed as acceptance of the goods in their present condition.
   2. The Consignee shall exercise reasonable care to safeguard the consigned goods from loss, theft, damage, or deterioration while they are in the Consignee's possession.
   3. The Consignee shall use the consigned goods solely for their intended purpose and in accordance with any provided instructions or guidelines.
   4. The Consignee shall provide periodic reports to the Consignor detailing the status, inventory, and any sales or usage of the consigned goods, as mutually agreed upon.
8. CONSIGNOR’S OBLIGATION
   1. The Consignor shall deliver the consigned goods to the Consignee in good condition, properly packaged, and in accordance with any agreed-upon specifications.
   2. The Consignor shall provide accurate and complete information about the consigned goods, including specifications, quantity, quality, and any relevant documentation.
   3. The Consignor and Consignee shall agree upon pricing, payment terms, and consignment period in advance. The Consignor shall communicate any changes to these terms in a timely manner and shall ensure that the consigned goods are in good condition and meet quality standards before consignment. The Consignor shall address any necessary repairs promptly.
   4. The Consignor shall maintain clear records of consigned goods, sales, and related transactions. The Consignor shall provide periodic reports to the Consignee, as agreed upon.
9. TERMINATION
   1. Either party may terminate this agreement by giving [INSERT NOTICE PERIOD FOR TERMINATION OF THE AGREEMENT] written notice to the other party. In the event of a material breach of any provision of this Agreement by either Party, the non-breaching Party may terminate this Agreement immediately upon written notice to the breaching Party.
   2. Upon termination, the Consignee shall promptly return all the unsold goods to the Consignor.
10. INDEPENDENT CONTRACTOR
    1. It is understood and agreed that this Agreement does not create a fiduciary relationship between Consignor and the Consignee shall be of independent contractors, and that nothing in this Agreement is intended to make either party a general or special agent, legal representative, partner or employee of the other for any purpose or to grant either Consignor or consignee the right to direct or supervise the daily affairs of the other. The Consignor shall not withhold any taxes or any amount or payment due to the Consignee and which it owes to the Consignee.
11. LIMITATION OF LIABILITY
    1. In no event shall either party be liable to the other party for any indirect, incidental, consequential, special or exemplary damages, including without limitation, business interruption, loss of or unauthorized access to information, damages for loss of profits, incurred by the other party arising out of the services provided under this agreement, even if such party has been advised of the possibility of such damages, In no event will neither party’s liability on any claim, loss nor liability arising out of or connected with this agreement shall exceed the amounts paid to the Consignee by consignor.
12. CONFIDENTIALITY
    1. Definition of Confidential Information. As used herein, "Confidential Information" shall mean and include all information disclosed by either Party under this Agreement, whether marked confidential or not, including without limitation the terms and conditions of this Agreement, the services and products, business and marketing plans, technology and technical information, financial information, product designs, and business processes, specifications, network diagram,  (whether in tangible or intangible form, in written or in machine readable form, or disclosed orally or visually). 
    2. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
    3. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
    4. Parties agree to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
    5. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
    6. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
13. INDEMNIFICATION
    1. Any material breach of this Agreement, or the negligence or willful misconduct of either party, the other party shall indemnify the other party and hold the other party harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney’s fees, arising out of any claim with respect to the breach or alleged breach of such warranty of this agreement or such negligence or willful misconduct; provided that the other party shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further, that no cost or expense shall be incurred for the account of the other party without its prior written consent.
14. FORCE MAJEURE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
15. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT COUNTRY/STATE OF APPLICABLE LAWS].
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
    3. By direct negotiations between the Consignor and Consignee. 
    4. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF DISPUTE BETWEEN THE PARTIES] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
16. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
       1. If to the Consignee: [EMAIL ID OR/AND ADDRESS OF CONSIGNEE]
       2. If to the Consignor: [EMAIL ID OR/AND ADDRESS OF CONSIGNOR]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
17. ELECTRONIC SIGNATURES:
    1. This Standard Clause provides that parties may authenticate the agreement with an electronic signature. Each party agrees that the electronic signatures whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same legal force and effect as manual signatures.
    2. Electronic signature means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including email electronic signatures.
18. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator .The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
19. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the [INSERT LANGUAGE OF ALL COMMUNICATION].
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
20. DECLARATION
    1. The parties hereby understand and expressly agree to the provisions laid down in the present agreement and in good faith, undertake that both parties shall follow the terms of this agreement in good conscience in order to secure better growth of both the Parties.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Consignor

Name: [NAME OF CONSIGNOR/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [SIGNING DATE OF CONSIGNOR]

Signed, sealed and delivered on behalf of Consignee

Name: [NAME OF CONSIGNEE/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [SIGNING DATE OF CONSIGNEE]

EXHIBIT-A

(DESCRIPTION OF GOODS AND PAYMENT)

[MENTION DETAILS OF GOODS AND PAYMENT]