Consignment Terms & Conditions
CONSIGNMENT/BUYOUT TERMS & CONDITIONS
“Consignor Agreement”
This page describes the terms and conditions that govern your use of the consignment services offered on this platform (the “Agreement”). The Agreement is between the person or entity using this platform (“Consignor” or “you”) and Season 2 Consign LLC, Season 2 Franchising LLC and all Franchise locations (“Consignee”, “we”, “designee” or “us”).
Please read this Agreement carefully. By using these services and/or by submitting products through this online platform, you are consenting to all of these provisions.
THIS AGREEMENT INCLUDES A MANDATORY ARBITRATION PROVISION.
Please use the SELL MY ITEM NOW link at the top of this page to submit items for consignment. There, you can easily search for the handbag style, provide a description of condition, and in most cases get an instant estimate with a free shipping label. If you cannot find your exact handbag style, please tap "manual entry" within the consignment portal.
- Appointment. Consignor hereby appoints Consignee on a non-exclusive basis as an authorized consignee of the products submitted through this online platform (“Products”).
- Assignment. Consignor understands and agrees that Consignor’s affiliate works with certain authorized franchisees and third parties, and that Consignor operates this platform in order to facilitate the sale of Products to end users. Accordingly, the rights granted to Consignee under this Agreement may be freely assigned to Consignee’s affiliates, franchisees and other designees in Consignee’s sole and absolute discretion.
- Estimates. Estimates for buyouts and consignment are provided through the "Sell My Bag Now" link only. Estimates are valid for 7 days.
- Shipping. Products must be shipped to the location Consignee designates using the label provided by Consignee estimate technology via email. Consignor agrees the Products will be with Consignee or its designee for a 90 day minimum to ensure proper marketing. In the rare case that the Product has not sold after 90 days, Consignor may request an extension, discount the Product, or request a return. Consignor is responsible for return shipping fees via UPS + any/all authentication costs of the item(s) while they were in the Consignee possession for sale.
- Right to Reject Products. Consignee or its designees may reject Products and other items Consignor submits for any reason or no reason. Consignee and its designees do not accept damaged, stained, upcycled, or items with strong odors. Consignee assumes there is no damage or wear that has not been disclosed. Consignor shall include any dust bag, cards, or paperwork, if available. Consignee does not accept trades. Currently, Consignee only accepts handbags and accessories. Not all items are eligible for buyout or consignment.
- Risk of Loss. Consignee and its affiliates, franchisees and designees will use reasonable efforts to provide security for the Products; however, Consignor accepts and agrees that Consignee and its affiliates, franchisees and designees shall not be responsible for any loss or damage to Consignor, or for any loss, casualty, theft, or damage to the Products, regardless of the cause thereof.
- Insurance. The Products may be covered by insurance while at the locations Consignee designates. Consignee and its affiliates, franchisees and designees shall have no obligation to insure the Products and Consignor shall bear the entire risk of loss or damage to the Products at all times prior to the sale of the Products.
- Warranty. Consignor warrants that the Products will be free from defects in design, materials, and workmanship for a period of 12 months from the date of purchase by an end user. Consignor warrants that the Products are merchantable and fit for their intended use and that the Products will perform in conformance with the specifications and documentation provided with the Products. Consignor agrees that such warranties are made for the benefit of Consignee, its customers and franchisees, and any end users of the Products. Consignee may, at Consignor's sole expense, return Products to Consignor that are found to be defective for immediate credit of the amount of the purchase price of such Products plus all shipping charges incurred by Consignee in returning the defective Products.
- Counterfeiting. Consignee and its affiliates and franchisees are committed to being anti-counterfeit. Should a Product be determined to be counterfeit in Consignee’s sole and absolute discretion, Consignor will incur a $250 fee and the item will be discarded. Consignee and its affiliates and franchisees do not return counterfeits to Consignors. Consignor agrees to only ship items to Season 2 showrooms they know with certainty are in fact authentic. The consignor fully understands and agrees to pay a counterfeit fee should the item not be authentic. Unpaid fees are subject to collections.
- Marketing. Most, but not all Products may be photographed for social media or marketing purposes. Artwork remains sole property of Consignee or its designees. All Products are listed on www.season2consign.com for sale within a few days of arriving (after condition and authenticity is confirmed). Consignors do not have a right to demand or suggest specific marketing efforts for their specific products. Every Season 2 location markets products according to their location specific marketing calendar.
- Payments. Payments to Consignors are made on the 10th of the following month after Products have sold. All payments are submitted through Consignee’s consignment management system based on information provided by Consignor. Consignor is responsible for their own bank account payment setup within the consignment management system. Should Consignor choose the buyout offer, Consignor will be paid based on information provided two to three business days after Consignee receives, assesses, and authenticates the item(s).
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Indemnity.
- Consignor shall defend, indemnify, and hold harmless Consignee, its officers, directors, employees, counsel, agents, affiliates, franchisees, and attorneys-in-fact from and against any claims, demands, liabilities, expenses (including attorneys' fees and costs), or other losses for any injury or damage, including, but not limited to, any personal or bodily injury or property damage, relating to, arising out of, or resulting in any way from any defect in Products. This duty to indemnify Consignee and the parties identified in the previous sentence shall be in addition to the warranty obligations of Consignor.
- Consignor shall indemnify and hold harmless Consignee, its officers, directors, employees, counsel, agents, affiliates, franchisees and attorneys-in-fact from and against all damages and costs incurred by Consignee arising from the infringement of any patents, copyrights, or trademarks in the manufacture or marketing of the Products; provided that Consignee promptly notifies Consignor of the charge of infringement or legal proceeding.
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Representations and Warranties. Consignor represents and warrants that each of the following are true:
- The Products or their use do not infringe upon any patents, copyrights, or trademarks of others, and that there are no suits or proceedings pending or threatened which allege that any Product or the use thereof infringes upon such patents, copyrights, or trademarks;
- The Product prices offered herein are the best prices available to any distributor to whom Consignor sells, and that in the future all prices for Product made available to Consignee shall be the best prices available to any distributor of the Products; and
- Sales to Consignee of the Products at the listed prices and/or discounts do not in any way constitute violations of federal, state, or local laws, ordinances, rules, or regulations, including any antitrust laws or trade regulations.
- Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY EXPENSES, LOST REVENUES, LOST SAVINGS, LOST PROFITS, OR ANY OTHER INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH ANY BUSINESS RELATING TO OR ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED (ABSENT MALICIOUS INTENT OR GROSS NEGLIGENCE), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS HEREIN SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED UNDER ANY TERM OF THIS AGREEMENT.
- Choice of Law; Mandatory Arbitration. This Agreement shall be governed by and construed according to the laws of the state where Consignee has its headquarters, without regard to such state’s conflict of law principles. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
- Withholding Payment. In the event that any legitimate dispute arises out of this Agreement, Consignee shall have the right to withhold any payment to Consignor.
- Confidential Disclosures. Neither party shall disclose to the other any information regarded as confidential information by the disclosing party or any third party. Any confidential disclosures shall be exclusively governed by a separate agreement.
- Waiver. The failure of either party at any time to require performance by the other party of any provision hereof shall not affect in any way the full rights to require such performance at any time thereafter. The waiver by either party of a breach of any provision hereof shall not be taken, construed, or held to be a waiver of the provision itself or a waiver of any breach thereafter or any other provision hereof.
- Successors and Assigns. This Agreement shall be binding upon and shall insure to the benefit of each party, its successors and assigns.
- Severability. A judicial determination that any provision of this Agreement is invalid in whole or in part shall not affect the enforceability of those provisions found not to be invalid.
- Relationship of the Parties. Regarding all matters relating to this Agreement, this Agreement creates an independent contractor relationship between the parties. Nothing contained in this Agreement shall be construed to: (i) give any party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint venturers, co-owners, or otherwise as participants in a joint or common undertaking, or (iii) constitute any party, its agents, or employees as employees of any other party or grant any of them the power or authority to act for, bind, or otherwise create or assume any obligation on behalf of any of the other parties for any purpose whatsoever.
- Return Item Fee: Consignor agrees to pay a $50 return item fee, should the item(s) not sell within the consignment terms. The return fee covers shipping, authentication, marketing efforts, showroom time invested into the promotion of the item(s), etc. The return fee is per item. Item(s) will not be returned to the consignor without payment of the return fee, in full.
- Inactivity: After having an item(s) for 180 days in the showroom, communication will be sent out to the consignor. The consignor then has 30 days to acknowledge the communication and coordinate a return of the item(s). A return fee applies per item being returned, as stated in point 22 of this agreement. Should the consignor not coordinate a return and pay for the return fee of the item(s) the Season 2 Consign showroom (“we”) take ownership and possession of the item(s). Said item(s) are then the property of the Season 2 Consign showroom and no longer belong to the original consignor.