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Consignment Agreement

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CONSIGNMENT AGREEMENT

THIS CONSIGNMENT AGREEMENT (the "Agreement") is dated this ________ day of ________________, ________ (the "Execution Date").

Consignor

____________________________________________________
(the "Consignor")

Consignee

____________________________________________________
(the "Consignee")
  1. BACKGROUND
  2. The Consignor seeks to sell certain goods owned by them (the "Goods") and is of the opinion that the Consignee has the necessary qualifications, experience and abilities to sell the Goods on behalf of the Consignor.
  3. The Consignee is agreeable to selling the Goods on behalf of the Consignor in exchange for compensation as set out in this Agreement, and in accordance with the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Consignor and the Consignee (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

  1. Pricing of Goods
  2. The Parties agree that the Consignor will set the price of the Goods.
  3. Description of Goods
  4. The Goods to be sold which are the subject of this Agreement are specifically described in the table below. The Consignor sets the price of each item comprised in the Goods respectively as follows (the "Price"):

    Description

    Price

    _______________________________________________________________
    _______________________________________________________________

    $____________

  5. The Price of the Goods does not include any applicable sales tax.
  6. If any item of the Goods does not sell at the stated Price, or if either Party reasonably believes that the Price should be changed, the Parties are free to agree on a different price.
  7. Fees
  8. The Consignor will pay to the Consignee as follows (the "Payment"):
  9. The Payment will be deducted from the final sale price of the Goods, and the remaining balance will be paid to the Consignor as set out above in cash.
  10. If the final sale price is less than the Payment amount due to the Consignee, then the Consignor must pay the balance to the Consignee within the time and by the method to be agreed upon by the Parties.
  11. Term of Agreement
  12. The term of this Agreement (the "Term") will begin on the Execution Date of this Agreement and will remain in full force and effect until the Goods have been sold and the Parties have received their compensation as outlined in this Agreement, or until August 15, 2025, whichever occurs first, and subject to cancellation or termination as provided in this Agreement.
  13. In the event that either Party wishes to cancel this Agreement prior to the sale of the Goods or prior to the termination date of the Agreement, that Party can do so at any time by serving written notice on the other Party. The Consignee must return any unsold Goods to the Consignor as soon as practicable upon the termination of the Agreement, at the expense of the Consignor.
  14. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
  15. Should the Consignee declare bankruptcy during the Term, it will be considered a breach of contract and the Consignor may terminate this Agreement immediately and require the Consignee to immediately return any Goods in the Consignee's possession to the Consignor at the expense of the Consignee.
  16. Storage & Delivery
  17. The Consignor will be responsible for delivering the Goods to the Consignee, at the Consignor's expense, for storage with the Consignee prior to sale of the Goods.
  18. The Goods will be stored or kept in the possession of the Consignee until sold. Delivery of the Goods to the consumer will be the responsibility of the Consignee, and any costs associated with this delivery will be assumed by the Consignee.
  19. Insurance
  20. The Consignee shall, at its own expense, maintain insurance coverage on the Goods while they are in the Consignee’s possession and during delivery to the customer. Such insurance shall cover risks including, but not limited to, loss, theft, damage, and destruction of the Goods. The insurance policy shall be in an amount sufficient to cover the full value of the Goods and shall name the Consignor as an additional insured party with respect to any claims arising out of the Consignee’s possession and handling of the Goods.
  21. Consignee Guarantee
  22. The Consignee agrees to make reasonable efforts to sell the Goods on behalf of the Consignor in accordance with this Agreement.
  23. Consignor Warranties
  24. The Consignor warrants they are the lawful owner of the Goods and that they have full authority to consign and transfer ownership of the Goods. The Consignor warrants that the Goods are free from any liens or encumbrances. The Consignor agrees to indemnify and hold harmless the Consignee against all losses, damages and liabilities arising from any breach of these warranties.
  25. The Goods are provided 'as is' and the Consignor expressly disclaims all warranties, whether express or implied, as to merchantability or fitness for a particular purpose. The Consignor's disclaimer of warranties does not, in any way, affect the terms of any applicable warranties from the manufacturer of the Goods.
  26. Performance
  27. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
  28. Ownership
  29. The Consignor grants the right to sell the Goods to the Consignee; however, the Consignor retains title and ownership of the Goods until the Goods are sold. The risk of loss remains with the Consignee from delivery of the Goods to the Consignee until the Goods are sold.
  30. Records
  31. The Consignee shall keep accurate records and receipts of all sales, immediately producible upon the Consignor’s request.
  32. Currency
  33. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).
  34. Relationship
  35. The Parties expressly agree that the Consignee is acting as an independent contractor under this Agreement and not as an employee of the Consignor. The Parties acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for the consignment of goods. The Consignor is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Consignee. Each Party is responsible for paying and complying with reporting requirements for all local, state and federal taxes related to payments made to them under this Agreement.
  36. Exclusivity
  37. The Parties acknowledge that this Agreement is an exclusive contract and that the Consignee alone will be permitted to sell the Goods, and the Consignor may not engage a third party for that purpose.
  38. Notice
  39. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:
    1. ______________________
      ______________________________
      ___________________________
    2. ______________________
      ______________________________
      ___________________________

    or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, (c) the following day after being deposited with an overnight courier, (d) the same day when sent by email between the hours of 9:00 a.m. - 5:00 p.m. in the recipient's time zone, or (e) the next day when sent by email after the hours of 9:00 a.m. - 5:00 p.m. in the recipient's time zone.

  40. Indemnification
  41. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
  42. Modification of Agreement
  43. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
  44. Time of the Essence
  45. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
  46. Assignment
  47. Each Party will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the other Party.
  48. Entire Agreement
  49. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
  50. Enurement
  51. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
  52. Titles/Headings
  53. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
  54. Gender
  55. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
  56. Governing Law
  57. This Agreement will be governed by and construed in accordance with the laws of the State of Alabama.
  58. Severability
  59. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
  60. Counterparts
  61. This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.
  62. Force Majeure
  63. In the event that one of the Parties will be unable to fulfill, or shall be delayed or prevented from the fulfillment of, any obligation in this Agreement due to causes beyond their control, such as strikes, third party lockouts, acts of God, acts of nature, natural disasters, pandemics, riots, insurrections or other reasons of like nature beyond the reasonable control of the Party, and provided that such Party alerts the other Party of the issue and uses all reasonable diligence to overcome it, then the Party will not be liable for losses suffered by the other Party.
  64. Waiver
  65. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this ________ day of ________________, ________.

_______________________________
______________________ (Consignor)
_______________________________
______________________ (Consignee)
Consignment Agreement Page of
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Last updated July 29, 2025

What is a Consignment Agreement?

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A Consignment Agreement is a legal contract between a party who owns goods, the consignor, and another party, the consignee, entrusted to sell the goods to a third party. It outlines the relationship between the parties and details terms, such as compensation, payments, and the option to cancel.

Consignment is common in many industries, such as retail second-hand stores and art galleries, where goods are sold on behalf of the owners without the consignee's need for upfront inventory purchases. 

In some cases, vehicle dealers may offer consignment opportunities for used cars, boats, motorcycles, and RVs. Similarly, people can sell horses and other animals through Consignment Agreements with dealers in the livestock industry. 

If you’re looking to buy or sell goods directly between a buyer and seller, without any consignment, use a Bill of Sale or Sales Agreement instead.

How does a Consignment Agreement Work?

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With a Consignment Agreement, the consignee acts as an intermediary, marketing and selling the goods. Once the goods have been sold, the consignee earns an agreed-upon commission or fee for their efforts. The consignor retains ownership of the goods until the consignee finalizes the sale. 

The contract protects both parties. The contract protects the consignor, as it acts as proof that the goods are still legally owned by them and that they will receive money from the sale. The contract protects the consignee as it ensures they receive the commission or fee from the sale. 

The Consignment Agreement should be completed and signed by both parties. In all industries, both parties should retain a copy of the contract in case of any disputes or disagreements. 

Two types of Consignment Agreement terms

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LawDepot's Consignment Agreement template allows you to further customize your Consignment Agreement by choosing between two types of terms: 

1. Fixed term 

A fixed term is a good option for consignees who want to turn over stock and offer their customers new goods. With a fixed term, the contract ends by a set date. If the goods have not been sold by the determined date, they are returned to the consignor unless both parties agree to extend the contract. 

Fixed terms may be useful when: 

  • The consignor expects the goods to sell quickly 
  • The consignor plans to reclaim unsold items 
  • The goods are intended to be sold during a specific period, such as a seasonal event or holiday season
  • Both parties want to limit their commitment and review the relationship before renewing the contract

2. Indefinite term 

An indefinite term doesn't include a concrete end date. Instead, it concludes when the goods are sold, or one of the parties cancels the contract. 

Indefinite terms may be useful when: 

  • Both parties anticipate a long-term partnership, such as an artist consigning works to a gallery 
  • Both parties are confident in their collaboration and prefer an open-ended arrangement 

Who needs a Consignment Agreement?

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Anybody involved in a consignment arrangement should have an agreement in place. It protects the interests, goods, and revenue acquired for both parties. Having a written contract legally solidifies the agreement in case of loss, dispute, or disagreement. 

The following people and businesses may benefit by using LawDepot's Consignment Agreement template:

  • Jewelry consignment shops 
  • Art and artwork galleries 
  • Auction houses 
  • Livestock and horse dealers
  • Second-hand sellers and furniture stores 
  • Clothing consignment stores and boutiques 
  • Book stores 
  • Firearm vendors 
  • Vehicle dealers

Benefits of Consignment Agreements

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Consignment Agreements benefit both the consignor and the consignee. They provide protection and assurance to both parties. Let’s take a look at more advantages for each party.

Consignor benefits

By using a contract, a consignor might notice the following benefits: 

  • A reduced amount of risk, as they can get their goods back if the consignee cannot sell them 
  • An opportunity to appeal to the consignee’s customers 
  • The reduced waste of second-hand goods that would otherwise be thrown away 
  • The ability to profit off of products that they already own or have in their possession
  • The option to avoid storage costs for goods 
  • An opportunity to build a reputation with new customers 

Consignee benefits


With a Consignment Agreement, a consignee can experience the following perks:

  • A controlled cash flow, as no money has to be transferred until the deal is finalized 
  • The ability to plan restocks based on outgoing inventory, which minimizes overall spending 
  • The opportunity to build relationships within the community, such as with artists and livestock sellers 
  • The ability to negotiate terms and pricing with consignors 
  • A chance to test new products with minimal risk or investment 

How to make a Consignment Agreement

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LawDepot offers quick and efficient Consignment Agreement forms. When using our template, we’ll ask you for the following information: 

Item information

Provide a physical description of the item for sale, including its condition. You can add multiple items in a single contract. If necessary, you may also attach images of the items to the contract.

Party information

Provide the names, addresses, and contact information of both the consignor and the consignee. In addition, our questionnaire will ask you to specify whether each party is an individual or a corporation. 

Contract and cancellation terms 

Outline whether the contract is fixed or indefinite, and provide the necessary dates. As covered above, a fixed term ends on a set date, and an indefinite term does not. 

You must also specify whether either party can cancel the contract before the goods are sold. These cancellation terms define how much notice is required for the contract cancellation and who will return the goods upon a terminated Consignment Agreement. 

Fee information

To complete a Consignment Agreement, outline how the consignee will be compensated. They can be paid with any of the following fee structures: 

  • Fixed fee per item: The consignee will receive a fixed fee for each item sold
  • Flat fee for all items: The consignee will receive a flat fee for the sale of all items 
  • Percentage of the sale: The consignee will make a set percentage of the items’ sale price

The average percentage of a sale provided to the consignee is usually between 20 and 60%. Fixed and flat fees vary widely, usually based on the value of the item or items being sold.

Payment information

The Consignment Agreement must also disclose how long the consignee has to pay out the consignor once the sale is finalized. In addition, include the payment method in which the consignee will make payments. Methods may include:

  • Cash
  • Check
  • Direct deposit (EFT)
  • Venmo
  • Other

You also have the option to include details regarding late payments. If the consignee does not pay the consignor by the contractual date, interest may be charged on the amount owed. Generally, reasonable late payment charges are up to 25% per year on unpaid sums. 

Security interest

The consignee may grant a purchase security interest, which protects the consignor’s interest in the goods. This is most commonly granted for valuable goods over $1,000. 

A purchase security interest guarantees that the goods will be returned to them if the consignee files for bankruptcy or the inventory is seized. It works as a legal claim for the consignor. 

If a security interest is granted, the consignor must file a Uniform Commercial Code financing statement in the appropriate jurisdiction before the goods are transferred from the consignor to the consignee. 

Storage and delivery information 

Outline who is responsible for storing the goods and delivering them to the customer following a sale. The individual accountable for storage and delivery is responsible for maintaining insurance covering the goods in the event of theft, damage, or destruction. 

Dispute resolution 

In your Consignment Agreement, you may specify how disputes are resolved if they cannot be resolved privately. Our template allows you to not include dispute resolution terms in your contract or select from the following: 

  • Mediation 
  • Arbitration 
  • Mediation followed by arbitration 

Mediation involves a neutral third party to help the consignor and consignee reach an agreement. During mediation, the third party is only there to lend advice and facilitate collaboration. The mediator cannot determine the outcome of the dispute. 

Arbitration involves a neutral third party resolving the dispute, with a decision by which both the consignor and consignee are bound. 

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Consignment Agreement

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