The Vendor Consignment Agreement is essential for businesses operating under U.S. jurisdiction who wish to establish a consignment sales arrangement. This document is particularly valuable when vendors want to expand their distribution channels without selling directly to retailers or when dealing with specialized or high-value merchandise. The agreement details ownership rights, commission structures, handling procedures, and risk allocation, while ensuring compliance with the Uniform Commercial Code and state-specific regulations. It provides protection for both parties by clearly defining responsibilities and procedures for the consignment relationship.
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1. Parties: Identification of consignor and consignee with full legal names and addresses
2. Background: Context of the agreement and business relationship
3. Definitions: Key terms used throughout the agreement including 'Consigned Goods', 'Commission', 'Territory'
4. Consignment Terms: Core terms of the consignment arrangement including product description, pricing, and delivery terms
5. Title and Risk: Ownership rights, risk allocation, and responsibility for loss or damage of consigned goods
6. Payment Terms: Commission structure, payment arrangements, and accounting requirements
7. Obligations of Parties: Specific duties of both consignor and consignee in managing the consignment relationship
8. Term and Termination: Duration of agreement, renewal terms, and grounds for termination
9. Governing Law: Applicable jurisdiction, dispute resolution mechanisms, and choice of law
1. Insurance Requirements: Specific insurance obligations for both parties, particularly relevant for high-value goods
2. Marketing Rights: Terms for product marketing and promotion, including use of trademarks and promotional materials
3. Exclusivity Provisions: Terms of exclusive dealing arrangements and territorial restrictions
4. Compliance with Laws: Specific regulatory compliance requirements and UCC filing obligations
1. Schedule A - Product Schedule: Detailed list of consigned products, specifications, and pricing structure
2. Schedule B - Commission Schedule: Detailed commission structure, calculation methods, and payment terms
3. Schedule C - Operating Procedures: Detailed procedures for handling, storing, and managing consigned goods
4. Schedule D - Insurance Requirements: Specific insurance coverage requirements, minimum limits, and named insured requirements
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