Kali.J Design, DBA "The Toy Showroom"
This Consignment Agreement (the "Agreement") is entered into as of ____, 20__ (the "Effective Date") by and between:
Consignee (the "Company"): Kali.J Design, a sole proprietorship doing business as "The Toy Showroom" Address: 1302 Monte Vista Ave #21, Upland, California 91786 (San Bernardino County) Phone / SMS: (909) 870-7095 Web: kalijdesign.com | consignment.kalijdesign.com | sell.kalijdesign.com
Consignor (the "Consignor"):
| Field | Information |
|---|---|
| Full Legal Name | ______ |
| Mailing Address | ______ |
| Phone / SMS | ______ |
| ______ |
The Company and the Consignor are each a "Party" and together the "Parties."
The Consignor delivers to the Company certain collectibles, toys, and related personal property described in Exhibit A (the "Consigned Goods" or "Items") for the purpose of marketing and selling them on the Consignor's behalf. The Consignor appoints the Company as the Consignor's exclusive selling agent for the Consigned Goods during the Term, and the Company accepts that appointment on the terms set forth below.
2.1 Title Remains With Consignor. The Consignor retains full legal title to and ownership of each Consigned Item at all times while the Item is in the Company's possession. The Company holds the Consigned Goods solely as bailee and selling agent for the Consignor. Title passes directly from the Consignor to the end buyer at the moment of a completed sale. The Company does not acquire title to any Item by virtue of taking possession of it, except where the Company itself purchases an Item as expressly permitted under Section 9.
2.2 Goods Held for Consignor. The Consigned Goods, and all proceeds from their sale (net of the Company's agreed fees and commission), are the property of the Consignor and are not the property or assets of the Company. The Company will maintain the Consigned Goods physically segregated from the Company's own inventory and reasonably identified in its records as consigned property held for the Consignor and not owned by the Company.
2.3 Protection From Creditors; UCC-1. The Parties intend that the Consigned Goods and their net proceeds not be subject to the claims of the Company's creditors. The Consignor may, at the Consignor's option and expense, file a UCC-1 financing statement to perfect and provide public notice of the Consignor's ownership interest in the Consigned Goods, and the Company will reasonably cooperate with any such filing.
The Consignor represents and warrants, as to each Consigned Item, that:
(a) the Consignor is the sole and lawful owner of the Item and holds good and marketable title, free and clear of all liens, security interests, claims, and encumbrances;
(b) the Consignor has the full right, power, and authority to consign and sell the Item and to enter into this Agreement;
(c) the Item is not stolen, counterfeit, or unlawfully obtained, and selling it will not infringe any third party's intellectual property, trademark, or other rights;
(d) all information the Consignor provides about the Item — including descriptions, provenance, authenticity, and condition — is true and accurate to the best of the Consignor's knowledge; and
(e) any autographed, signed, or memorabilia Item is, to the best of the Consignor's knowledge, authentic, and the Consignor will disclose to the Company any documentation, certificate of authenticity, or known facts bearing on authenticity.
The Consigned Goods are individually listed and described in Exhibit A attached to and incorporated into this Agreement. Exhibit A will identify each Item and, where applicable, its condition and the agreed starting bid or list price. The Parties may add Items by signing a supplemental Exhibit A, which will be governed by this Agreement.
5.1 Mandatory Basic Marketing Fee. A non-refundable Basic marketing fee of one hundred dollars ($100.00) is due and payable by the Consignor at the time of drop-off, before the Company begins listing the Consigned Goods. This fee covers intake, professional photography, listing creation, and marketing of the Consigned Goods.
5.2 Optional Higher Tiers. The Consignor may elect an optional higher marketing tier offering enhanced promotion and services, as described in the Company's then-current tier schedule and selected on Exhibit A. Any optional tier fee is likewise due at drop-off.
5.3 Non-Refundable. Marketing fees are earned upon payment and are non-refundable, regardless of whether any Item sells.
6.1 Authorized Channels. The Consignor authorizes the Company to market and sell the Consigned Goods through any one or more of the following channels, in the Company's discretion:
6.2 Pricing and Listing Discretion. The Company has sole discretion over how, when, and where each Item is listed, including the selling format (auction, fixed price, or best offer), starting bid, list price, photography, item descriptions, cross-listing across channels, relisting, markdowns, promotional discounts, and acceptance of buyer offers. The Company will use commercially reasonable, good-faith efforts to obtain a fair market price but does not guarantee any particular price or outcome.
7.1 Consignor's Share. For each Item sold, the Consignor will receive sixty percent (60%) of the Net Proceeds of that sale, and the Company will retain the remaining forty percent (40%) as its commission.
7.2 Definition of Net Proceeds. "Net Proceeds" means the Gross Sale Price of the Item, minus the following selling costs actually incurred or charged in connection with that sale:
(a) marketplace, platform, auction, and payment-processing fees (e.g., eBay, Amazon, Walmart, Poshmark, Depop, Mercari, Whatnot, Shopify, EstateSales.org, and credit-card/payment-processor fees);
(b) shipping costs, including postage, carrier charges, and tracking/insurance;
(c) handling costs, including packing materials and supplies; and
(d) other direct selling costs reasonably attributable to the sale of the Item.
7.3 Gross Sale Price. "Gross Sale Price" means the total amount actually paid by the buyer for the Item, excluding any sales tax collected and any separately stated shipping charged to the buyer.
7.4 Sales Tax. The Company is the retailer of record for sales it makes of the Consigned Goods and is responsible for collecting and remitting applicable California sales tax under CDTFA rules. Sales tax is not part of Gross Sale Price or Net Proceeds. Where a marketplace facilitator (e.g., eBay, Amazon, Walmart, Whatnot) collects and remits tax for sales on its platform, the facilitator's collection governs for those sales.
7.5 Illustration. Example: an Item sells for a Gross Sale Price of $100. Platform fees, shipping, and handling total $20, leaving Net Proceeds of $80. The Consignor receives 60% ($48); the Company retains 40% ($32). The marketing fee under Section 5 is separate and is not deducted from Net Proceeds.
8.1 Settlement Timing. The Company will remit the Consignor's share of Net Proceeds for each sold Item approximately fifteen (15) business days after the sale clears.
8.2 "Sale Clears" Defined. A sale "clears" when (a) the Company has received cleared, final funds for the Item from the buyer or platform, and (b) any applicable return, refund, cancellation, or chargeback window for that sale has passed without the sale being reversed. If a cleared sale is later reversed (return, refund, or chargeback), any related amount paid to the Consignor will be reconciled against future payouts or repaid by the Consignor.
8.3 Accounting Statement. With each settlement, the Company will provide the Consignor an itemized statement showing, for each Item sold, the Gross Sale Price, the deductions taken to arrive at Net Proceeds, the Net Proceeds, and the Consignor's 60% share.
8.4 Payment Method. Payment will be made by the Company's standard method (e.g., check, ACH/bank transfer, or electronic payment) to the contact and account information provided by the Consignor.
IMPORTANT — DISCLOSURE OF SELF-DEALING. The Consignor acknowledges and expressly consents, in advance, that the Company (a related and interested party) may itself purchase unsold Consigned Goods on the terms in this Section. The Consignor understands this is a transaction in which the Company has a financial interest and agrees to it knowingly.
9.1 Right of First Refusal. If an Item remains unsold at the end of its consignment/listing period, the Company has the right of first refusal to purchase that Item from the Consignor for fifty percent (50%) of the Item's starting bid (or, if no starting bid was set, 50% of the agreed list price). The Company may exercise this right by notifying the Consignor; upon payment of that amount, title to the Item passes to the Company.
9.2 Pickup of Unsold Items. If the Company does not exercise its right of first refusal, the Consignor must pick up the unsold Item(s) within seven (7) business days after the Company notifies the Consignor that the Item(s) are available for retrieval, during the Company's normal business hours and at the Company's location.
9.3 Abandonment. If the Consignor does not retrieve the Item(s) within the 7-business-day window after notice, and after the Company has provided the Consignor a further written reminder notice, the Item(s) will be deemed abandoned. The Company may then, in its discretion, sell, donate, or otherwise dispose of the abandoned Item(s); the Consignor forfeits any further claim to the abandoned Item(s) and to proceeds from them, except that the Company will remit any net sale proceeds owed under the standard split if it sells an abandoned Item, less reasonable storage and disposal costs. Storage fees may accrue at the Company's standard rate during any period that Items remain uncollected beyond the pickup window.
During the Term, the Company will provide, with respect to the Consigned Goods:
(a) professional photography for listings;
(b) climate-controlled storage of the Consigned Goods while in the Company's custody; and
(c) shipping and fulfillment of sold Items to buyers.
The Company will use commercially reasonable, good-faith efforts in marketing and selling the Consigned Goods but makes no guarantee that any Item will sell or will sell at any particular price (see Section 11).
The Consignor acknowledges that the Company does not guarantee that any Consigned Item will sell, will sell within any particular time, or will sell at any particular price. Sales depend on market demand and other factors outside the Company's control.
12.1 Care of Goods. While the Consigned Goods are in the Company's custody, the Company will store them in a climate-controlled environment and exercise reasonable care to safeguard them against loss, theft, and damage.
12.2 Risk of Loss / Limitation. Except for loss or damage caused by the Company's gross negligence or willful misconduct, the Company is not liable for ordinary wear, latent defects, or loss or damage beyond its reasonable control (including fire, flood, natural disaster, vandalism, or theft despite reasonable security). The Company's liability for any covered loss of or damage to an Item is limited to the fair market value of the Item, not to exceed its agreed starting bid or list price as stated in Exhibit A.
12.3 Insurance. The Consignor is encouraged to maintain the Consignor's own insurance covering the Consigned Goods. The Company's insurance, if any, applies only to the extent of its stated coverage and does not make the Company an insurer of the Consigned Goods.
13.1 Term. This Agreement begins on the Effective Date and continues until terminated as provided below, or until all Consigned Goods have been sold, purchased, returned, or otherwise disposed of in accordance with this Agreement. The default listing/consignment period for each Item is ninety (90) days unless otherwise stated on Exhibit A.
13.2 Termination. Either Party may terminate this Agreement for convenience upon fourteen (14) days' written notice to the other Party. Termination does not affect (a) sales already completed or pending, which will be settled under Sections 7 and 8, (b) the marketing fee already paid, which remains non-refundable, or (c) listings already in progress, which the Company may complete.
13.3 Effect of Termination. Upon termination, unsold Items will be handled under Section 9 (right of first refusal, pickup, and abandonment).
The Consignor will indemnify, defend, and hold harmless the Company and its owners, employees, and agents from and against any claims, damages, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of or related to (a) any breach of the Consignor's representations or warranties in Section 3, (b) any claim that a Consigned Item is stolen, counterfeit, infringing, or not owned by the Consignor, or (c) any inaccurate information the Consignor provided about an Item.
The Consignor consents to the Company's collection and use of the Consignor's name, phone number, email, and item photos to provide the services under this Agreement. The Consignor consents to receive SMS/text messages at the number provided regarding quotes, offers, listings, sales, and settlements. Message and data rates may apply; the Consignor may opt out of non-essential texts at any time.
16.1 Governing Law. This Agreement is governed by and construed under the laws of the State of California, without regard to conflict-of-laws principles. Venue for any dispute lies in the state or federal courts located in San Bernardino County, California.
16.2 Independent Contractor / Agency. The Company acts as the Consignor's selling agent solely for the limited purpose of selling the Consigned Goods. Nothing creates a partnership, joint venture, or employment relationship.
16.3 Entire Agreement. This Agreement, together with Exhibit A and any signed supplements, is the entire agreement between the Parties regarding the Consigned Goods and supersedes all prior discussions.
16.4 Amendments. Any amendment must be in writing and signed by both Parties.
16.5 Severability. If any provision is held unenforceable, the remaining provisions remain in full force.
16.6 Assignment. The Consignor may not assign this Agreement without the Company's written consent.
16.7 Counterparts / Electronic Signature. This Agreement may be signed in counterparts and by electronic signature, each of which is deemed an original and together one instrument.
By signing below, each Party acknowledges that it has read, understood, and agrees to this Agreement, including the disclosed right of first refusal and self-dealing provisions in Section 9 and the non-refundable marketing fee in Section 5.
CONSIGNOR
Signature: ______
Printed Name: _________
Date: _____
THE COMPANY — Kali.J Design, DBA "The Toy Showroom"
Signature: ______
Printed Name: _________
Title: _____
Date: _____
Consignor: ______ Intake Date: __
| # | Item Description | Condition | Starting Bid / List Price | Marketing Tier |
|---|---|---|---|---|
| 1 | ||||
| 2 | ||||
| 3 | ||||
| 4 | ||||
| 5 |
Additional items may be attached on supplemental Exhibit A pages, each signed and dated by both Parties.
Consignor Initials: _ Company Initials: _
This document is a contract template prepared for Kali.J Design, DBA "The Toy Showroom." It is not legal advice. Before use, the Company should confirm with a California-licensed attorney and the applicable Upland/San Bernardino County licensing authority its obligations under California's Secondhand Dealer law (Bus. & Prof. Code Ch. 9, including any required license and CAPSS reporting), its CDTFA seller's permit and sales-tax duties, and any requirements under Civ. Code § 1739.7 for autographed collectibles.
In addition to the Consignor's representations and warranties above, the Company may, as a condition of accepting any Item for consignment: (a) require the Consignor to present valid, unexpired government-issued photo identification and record and retain the identifying information; (b) require a signed Ownership Attestation affirming, under penalty of perjury under California law, that the Consignor is the lawful owner with clear title and that the Item is not stolen, counterfeit, or unlawfully obtained; and (c) require reasonable proof of lawful ownership. The Company may refuse, inspect, authenticate, hold, and decline or rescind any consignment, and may report transactions and Consignor and Item information to law enforcement and to any electronic reporting system required by law (including, where applicable, CAPSS), retain records for the periods required by law, hold Items for any legally required period before sale, and surrender Items and records to law enforcement where it reasonably suspects an Item is stolen, counterfeit, or connected to unlawful activity. The Consignor waives any claim arising from the Company's good-faith compliance with this Section.
By checking the acceptance box, creating a consignor account, or submitting any Item for consignment, the Consignor affirms that they are at least 18 years old and that they have read, understood, and agree to be bound by ALL of the following: (1) the Company's Terms & Conditions; (2) the Company's Privacy Policy; and (3) this Consignment Agreement. Where these documents conflict as to a consignment, this Consignment Agreement controls. The Terms & Conditions and Privacy Policy are incorporated into and form part of this Agreement.