Introduction
There are many reasons to choose consignment agreements, especially for retailers and small shop owners who often enter into such contracts. Sometimes, the market trend will change, and a small business venture needs to test different goods in the marketplace at that time, a consignment agreement becomes helpful for them.
They can sell products on consignment without buying and save initial investment. They can remit the payment of those goods after the sale of consignment goods. In this article, we address the concept of a consignment agreement, how it works, whether it is a legally binding agreement, the benefits of a consignment agreement, and how to write it effectively, so please stay tuned and read below.
What is a consignment agreement?
A consignment agreement is a contract made between two parties consignor, and consignee. A party who agrees to sell products is known as a consignee, and another party who agrees to provide goods for that selling purpose is known as a consignor. In this contract, the ownership of the goods is retained by the consignor, and it will transfer after the selling of those goods. The profit margin of goods is divided on the terms of the agreement which they are agreed upon in the consignment agreement.
The consignment agreement is legally binding to the consignee and consignor. This agreement allows the consignee to sell, store, transfer the ownership, and use the goods. The consignee received goods from the consignor for selling purposes to the marketplace. The consignee gets commissions on the selling of those goods. If the goods are not sold or the consignee fails to sell those goods, they will be returned to the consignor.
The basic purpose of the consignment agreement is to allow the consignee (seller) to sell the consignor’s (owner) goods without making an initial investment and inventory. It is beneficial for the contracting parties. The goods owner earns money off his items, and the seller also earns profit from selling those goods as commissions and storage charges.
What is a Consignment Agreement in Contract Law?
The consignment agreement plays a very significant role in the terms of the contract law. It is also known as bailment or transfer of trust. According to that, the party is the owner and allows another party to take possession of their good for the selling purpose for a certain period. The owner of the goods has full rights to take back his goods if the other party fails to sell goods within a specific time.
For making a legally and enforceable contract, the parties outline the terms. According to the terms of the agreement, the seller agrees to sell the goods provided by the owner for a particular time, which is known as a consignment period. By selling the consignor’s (owner) goods, the consignee (seller) will get the commission. And the consignee pays the selling amount to the consignor. The contracting parties will also specify how the unsold goods will be returned to the owner or how to extend the consignment period if the parties agree.
There are many online sources where the consignment templates are easily found for use. But, to avoid a future dispute, hiring a professional expert contract expert lawyer is advisable to make an effective consignment agreement as per your needs.
Types of consignment agreements
The consignment agreements can be divided into two types which are given below:
Consignment shop contract:
In this contract, the owner provides their goods to the shopkeeper for selling in their store. Here, the ownership of those goods remains the owner until that sale by the shop owner. After selling those goods, the title will change, and the buyer will pay any tax or other charges required by the law, or the shopkeeper can sell those goods under the terms of the consignment agreement.
Consignee/ Consignor agreement:
It is a common and popular mode of the form of consignment agreement. In this agreement, the consigned goods and the sales profits belong to the consignor, who will share those profits with the seller (consignee). However, the consignor has the right to return unsold goods from the consignee at any time or agreed-upon date which is mentioned in the agreement.
The Key elements of a consignment agreement template
There are some key elements of a consignment agreement template that are defined as the terms of consignment, which may required to be included for making an effective agreement, which is given below:
Name of the parties involved:
The agreement must specify the name of the parties involved. There should mention the details of the party such, as a party that provides the goods for selling purposes is known as a consignor, and a party who agrees to sell those goods is known as a consignee.
Reason for agreement:
The parties must mention the reason, why they agree the enter into the agreement. That reason may be general for both parties, like selling the goods, earning profits from that, and sharing it according to the terms of the agreement.
Details of consigned goods:
The details of the goods are a crucial element of a consignment agreement. In this section, the party should describe the full details of the goods that the consignee agrees to sell on behalf of the consignor. Such as serial and model numbers, performance of goods, purchasing date, initial or retail price, Etc.
Delivery of consigned goods:
This section describes the details of the goods that are delivered. There is also mention of a clause about the risk factors, such as the consignor bears the losses and damages if occurred in the delivery process.
Consignment period:
In this clause, the contracting parties need to specify the consignment period. They also described that if the consigned goods are not sold at that time, what is the provision for extending that time?
Planning to sell the goods:
This clause specifies the details of the obligation of the consignee, such as how they market and sell the consigned goods.
The title and ownership right of the goods:
In this clause, the party mentions the details of the title right of the consigned goods. Such as the ownership of the goods remains the consignor until the goods not being sold by the consignee. After the selling of the goods, the ownership rights will be transferred from the consignor to the purchaser.
Payment and commission terms:
In this section, the party mentions the commission rate is payable to the consignee after the completion of the selling process.
Loss and damages:
This section describes the obligations and responsibilities when the consigned goods are in their possession. There is also an outline of the fine and penalty terms during the consignee’s possession if the goods are lost or damaged.
Return policy:
In this section, the contracting parties outline the terms the consignor will allow to return the consigned goods in certain situations or times.
Additional terms:
Every consignment agreement outlines the terms according to the understanding of the contracting parties. Sometimes, due to any reason, they need to modify, alter, or add another term. This clause mentions the other additional terms.
Termination clause:
This clause mentions terms in which the contracting parties can end the consignment agreement.
No transfer clause:
This section mentions that the contracting parties can not transfer their responsibility toward the contract without obtaining permission from the other party.
The correspondence detail:
In this section, the contracting party specifies the address of the correspondence.
Default clause:
This section is optional and rarely used by the parties. It can be used while the security is provided to the consignor. This section describes when the consignor wants to declare that the goods to the consignee belong to the consignor, then the consignee must be provided with that declaration.
Product warranties clause:
This section describes if any additional warranties are provided by the consignor other than those required by law.
Governing law and claim:
This clause describes what state and country laws are applicable if any disputes arise between the contracting parties.
Severability:
This is a crucial clause in the consignment. It describes that if any part of the agreement is declared invalid, it does not affect the other terms.
What are the benefits of making a consignment agreement?
This question often comes to our mind why does it require making a consignment agreement? Whether it is beneficial for the contracting parties. Here, it has some benefits that make it more biennially for the parties, that is given below:
- It is beneficial for the shop owner. They can enter the contract as a consignee to drive sales and earn more commissions without investing in the inventory or stock.
- The shop owner can sell goods without investing money upfront. It is beneficial for new or small shop owners at a starting level. They can efficiently get the goods for selling to other people and earn money.
How do the consignment agreements work?
In the business world, the company wants to sell its goods differently. This method is also among them. By doing a wholesale business, the company can sell more stock to retail stores by providing bulk discounts. According to the concept of the consignment agreement, the consignee does not need to make payment for selling consigned goods. In the alternative, they only pay a small percentage of the sales fee when they manage the sale. The shop owner consignee does not need to pay for the consigned goods because they do not own them. In the business sector, that becomes beneficial for them.
The shop owner receives some stocks of goods and puts them in front of the shop for selling purposes. They utilize their space and make sales of the goods. If the shop owner can not sell these goods under the terms of the consignment agreement, then it can return the goods to the consignor.
There is no provision included for compensation or any legal remedies, which means if the other party ends the deal, the consignee can protect their rights only based on the existing applicable law.
In this way, as a shop owner, you can be sure that all the terms of the consignment agreement are accurate and exist with the market trend. That can help to resolve the misrepresentation of disputes.
What is an example of a consignment agreement?
Here, to better understand the concept of this agreement, let’s look at some examples:
- The wholesale model is the best example. In this, the company or wholesale distributors deal with multiple retailers for selling goods.
- A Big store like Wal-Mart and Big Bazaar deal with wholesalers or companies and sell those products in their retail chain stores. They know the buyer’s behaviors and get these advantages in the business. They receive the goods in bulk and efforts to reach the customers.
- This agreement will work when somebody does not know about the market and has no audience but wants to sell their products. In this situation, they need to find someone who knows the market and needs products for sale. The consignment agreement connects them and makes sales as per their desire.
