TRUEST CONSIGNMENT AGREEMENT
This Agreement entered into on the date written below between Truest, LLC, a Hawaii Limited Liability Company (“Consignee”) and the undersigned (“Consignor”).
- Master Agreement
Consignor hereby consigns to Consignee and employs Consignee to sell at Consignee’s store, or otherwise, including through any sales format that Consignee deems appropriate, the personal property identified in the Property Receipt attached (“Property”), or any continuation sheets, subject to the provision set forth herein. This Agreement shall apply to all property now or hereafter received by Consignee from Consignor, unless replaced by a new contract or Consignment Agreement. The property shall remain the sole property of Consignee until sold.
- Consignment Fee
Consignor agrees that Consignor will receive and retain from the proceeds of the sale of each consigned item or lot, as commission from Consignor as follows:
20% of the final price (excluding taxes) of the Property sold.
- Sales and Agreement Termination
Consignee shall have the complete discretion as to the: (1) how the Property is displayed in Consignee’s store; (2) the place, date and time of sale and the manner in which such sale is conducted; (3) description of Property; and (4) any methods of advertisements, if any, used by Consignee. The Consignor shall set the price of the Property to be sold, subject to recommendations by Consignee. Upon demand by Consignor, Consignee will return the Property subject to a $10 early termination fee for each item. Consignee reserves the right to cancel this Agreement at any time.
- Ownership Representations
Consignor warrants that they have the right to consign the property for sale, and that the same is free and clear of any liens, encumbrances, claims and interest of third parties and that good title will pass to any buyer. Consignor agrees to hold Consignee harmless from any and all damage incurred by Consignee as a result of Consignor’s breach of these warranties. Consignor further warrants that the Property is not a replica, counterfeit, or unauthorized copy.
- Limitation of Liability
Consignee assumes no responsibility whatsoever for the loss of, damage to, or destruction of any Property including but not limited to accidental damage, fire, theft, natural disaster, earth quake, tsunami, or hurricane. If for any reason a determination of the value of the Property is required, Consignee reserves the right in its sole and absolute discretion to determine the value of the Property.
Consignor hereby agrees to indemnity, defend and forever hold Consignee harmless for any and all liability, of any kind or character, including attorneys’ fees and expenses that may be incurred by Consignee or any of its representatives, employees or agents arising out of or in any manner related to the Property and this Agreement.
- Governing Law
This Agreement shall be construed in accordance with the laws of the State of Hawaii and the parties agree the exclusive venue for interpretation or enforcement of this Agreement shall in a court of competent jurisdiction located in Honolulu, Hawaii.
- Payout Process
Consignee processes payments once a month on the 15th day of each month (or the first work day after the 15th) after which the items were sold. Consignee will notify Consignor after the Property has been sold. Proceeds not picked up with 60 days of notification of Property being sold will be considered a donation to Consignee.
- This Agreement sets forth the entire agreement and understanding between the parties and supersedes all previous contracts and discussions between the parties. No party shall be bound by any representation except as expressly set forth herein. This Agreement may only be modified in writing, signed by all parties. If any term of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining terms of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
- All parties hereto represent, covenant and warrant that they or their duly authorized representatives have read this Agreement and fully understand it; that they have executed this Agreement on their own knowledge and judgment and not in reliance upon any representation, warranty, advice, statement or action of any kind of the other parties, except as contained herein. No party acted under duress or was otherwise forced to execute this Agreement.