Consignment Agreement
These terms and conditions create a contract between you and Pickled Vintage (the "Agreement"). Please read this Agreement carefully. By signing this Agreement in person or electronically, you are confirming your understanding and acceptance of the Agreement. You must agree to this Agreement if you wish to consign your items to Pickled Vintage.
ONCE YOU AGREE TO THIS AGREEMENT, IT WILL REMAIN IN EFFECT UNTIL YOU OR PICKLED VINTAGE TERMINATES IT.
1. Overview
Pickled Vintage markets and sells antique clothing, vintage clothing, and accessories. Antique clothing and its subsequent accessories are defined as clothing and accessories before 1920. Vintage clothing and its subsequent accessories are defined as clothing and accessories after 1920 to 20 years before the present day. Pickled Vintage accepts the items from you (collectively, the "Property") on a consignment basis only. This means that you, not Pickled Vintage, will still own the Property, even after you transfer physical possession of the Property to Pickled Vintage. After Pickled Vintage receives the Property from you, Pickled Vintage will send you an email in accordance with the "Notice" Section below confirming the items of Property received and list price, determined at Pickled Vintage’s sole discretion unless previously agreed in writing (the items are then "Accepted"). The Accepted Items will then be available for sale on the site within 30 working days. You authorize Pickled Vintage to act as your agent for the exhibition and sale of your Property online as identified on the specified List of Items Inventory assigned to you. Additional items can be incorporated into the contract at any time. You attest that the items involved in this agreement are free and clear of any liens and other claims.
2. Conditions of Acceptance
Upon receipt of the Property, Pickled Vintage will conduct a two step inspection and evaluation of each item. The first step is to determine the general condition of the item and whether the item passes the initial Pickled Vintage's Quality and Standard Guideline. The second step happens during the preparation phase when other defects or unacceptable flaws are discovered. Pickled Vintage has sole discretion to determine the item's authenticity, quality, and value except for specialized items that need collaboration from an expert of that specific item. Pickled Vintage has sole discretion on which item is specialized and which one is not. Item’s condition will definitely affect the valuation. Pickled Vintage only accepts items for consignment that: (a) Pickled Vintage determines in its sole discretion to be very good to excellent condition; (b) Pickled Vintage determines in its sole discretion to be authentic, and (c) for which the representations and warranties you make are true. Items that do not meet the above requirements will not be accepted and will be either (1) returned to you at your expense ($10.00 return fee per up to a dozen) or (2) at your request, Pickled Vintage will donate your items to a charity of its choice.
3. Delivery of Items, Risks of Loss and Insurance
Pickled Vintage accepts the items from you on a consignment basis only. You are responsible for all risk of loss or damage to the items until after Pickled Vintage's initial inspection and takes physical possession of it, Therefore, Pickled Vintage is not responsible for any losses or damages related from shipping the item to Pickled Vintage. However, Pickled Vintage will provide you a pre-paid shipping label with basic insurance for your convenience. Pickled Vintage will assume the risk of loss or damage to the items only after the inspection of the item has been conducted and declared with you. If an item is damaged, stolen, or lost while in Pickled Vintage possession after the declared inspection, it will be treated as Sold and Pickled Vintage will pay you a Commission (defined in the "Commissions and Payment") on that item. The Commission will be based on the damaged, stolen, or lost item’s estimated Net Selling Price.
4. Stolen or Unauthenticated items
You are responsible for ensuring the authenticity of all items you provide to us. If Pickled Vintage cannot confirm the authenticity of any item you have provided, it shall have the right in its sole discretion to refuse to accept the item. If Pickled Vintage determines at any time that an item of Property is not authentic vintage, Pickled Vintage shall notify you that it has made such a determination and you will have an opportunity to provide proof of authenticity acceptable to Pickled Vintage. You acknowledge and understand that Pickled Vintage is subject to laws and regulations relating to claims that consigned items are have been stolen, or otherwise violate applicable law. Pickled Vintage takes such reports seriously and will cooperate with law enforcement in all investigations.
5. Consignment Period and Return of Items
The Consignment period begins on the date Pickled Vintage accepts the item for consignment. There is no expiration period for each item of Property unless you initiated a request for termination of the consignment agreement or Pickled Vintage terminates the agreement and opted to return your items. During the Consignment Period, and subject to this provision, your right to pull out an item or items from Pickled Vintage's services is governed by the "90-day" rule below. Your request for pullout must be in writing and once Pickled Vintage receives your Return Request, it will use commercially reasonable efforts to remove the item from PickledVintage.com before it is sold. It is your responsibility to ensure that Pickled Vintage has your most current contact information and mailing address.
The 90-day Rule
(a) If the Return Request is made more than 90 days after the item's posting online for sale, the item will be returned within 30 days at Pickled Vintage's expense and no fees will be added.
(b) If the Return Request is made less than 90 days from the date the item has been posted online for sale, Pickled Vintage will return the item within 30 days. Pickled Vintage will charge you the costs of return and, in such case, such costs shall be deducted from your pending Commissions. If you do not have enough pending Commissions available to cover the costs of return, Pickled Vintage shall have no obligation to return the item to you unless and until you pay Pickled Vintage the costs of return prior to shipment. Additionally, Pickled Vintage will charge you a fee of $10 per group of items up to a dozen, which fees reflect Pickled Vintage up-front costs of storing, cataloging, and photographing the item in preparation for sale, plus applicable shipping costs.
(c) If an item remains unsold after 365 days, Pickled Vintage may contact you and/or vice versa. At you or Pickled Vintage’s option, your item/s can be (i) returned to you at Pickled Vintage’s expense, (ii) donate the item to a charity of Pickled Vintage's choice or (iii) continue your consignment until you or Pickled Vintage terminates it. If Pickled Vintage is unable to contact you at the email, phone number or physical address it has on file for you, the item will be donated to a charity of Pickled Vintage's choice. You are responsible updating your contact information and notifying Pickled Vintage. Failure to do so, Pickled Vintage will not be liable for any damages or disadvantages that may incur on you.
6. Title to the Items
You will continue to own and have title to each item until that item is "Sold". An item will be considered Sold when:
(a) it is sold by Pickled Vintage to a customer and not returned to Pickled Vintage within the period specified in Pickled Vintage then-current Return Policy; or
(b) it is lost, stolen, damaged, or destroyed while in Pickled Vintage's possession.
7. Pricing, Efforts to Sell
So long as you comply with this Agreement, Pickled Vintage will display your items online and make commercially reasonable efforts to sell the items. You acknowledge and agree that:
(a) Pickled Vintage in its sole discretion will determine the initial selling price for each item (the "Initial Sale Price") based on its evaluation of that item, together with its determination of the current market price for that item; except if the item falls under "Specialized" category where an expert consultant for that particular item is needed in order to determine its market value.
(b) In order to market and promote the sale of each item, Pickled Vintage in its sole discretion may apply a discount on the item, which will affect the item’s Initial Sale Price.
(c) Pickled Vintage may offer additional discounts and promotions during the Consignment Period, at its sole discretion, as a means to efficiently market and sell the Property unless Pickled Vintage and you have otherwise agreed in writing to a specific price at which a specific item must be sold.
8. Commissions
(a) "Net Selling Price" means the price at which an item is Sold, less applicable discounts and promotions and excluding taxes and shipping. "Net Sales" means the total amount received by Pickled Vintage from the Sale of all of your items, less applicable discounts and promotions and excluding taxes and shipping.
(b) The commission you will receive for each item that is Sold is 50% of the Net Sales of the item. Pickled Vintage may also, from time to time in its sole discretion, (i) for promotional reasons and without notice, offer Special Commission Rates that apply only to specific item categories, are offered for a specific period of time, or that have other special conditions and (ii) make other changes to its Commission structure and the Commission Rates upon at least fourteen (14) days notice to you.
(c) Calculation of Commissions. Pickled Vintage will pay you a Commission on each item that is Sold. The Commission shall be equal to the item’s Net Selling Price multiplied by the applicable Commission Rate. The Commissions you receive for Sales of your Property are the sole compensation you will receive under this Agreement.
9. Payments
Pickled Vintage typically begins processing Commission payments every Friday of the following week. For example, your item was sold Thursday in the first week of the month, your payment will be processed the Friday of the following week. Payments will be made to you by Paypal only. The timing of processing and delivering Commission payments will typically take at least one to four business days.
If there is a dispute between you and Pickled Vintage, Pickled Vintage shall have no obligation to pay any Commissions or other amounts due to you, including without limitation, amounts unrelated to the dispute, unless and until the dispute is resolved. Pickled Vintage may withhold any Commissions due to you (including any due for Sold items not subject to the dispute) until the dispute has been resolved.
10. Severability
In the event that any provision of this Agreement is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
11. Termination
You and Pickled Vintage may each terminate this Agreement in writing at any time, for any reason. Termination will be effective on the date of such notice and the costs listed under "Consignment Period and Return of Items", will apply.
12. Amendments to this Agreement
Pickled Vintage may update or change any of the terms and conditions of this Agreement at any time in its sole discretion upon 14 days notice of notifying you. You shall be bound by all revised terms on the effective date, including any changes to the Commissions or Commission Rates, unless you terminate this Agreement before the effective date of the revised terms. If you do not agree to any revised terms, your sole recourse is to terminate this Agreement in accordance with the "Termination" Section above before the effective date of the revised terms.
13. Your Representations, Warranties, and Indemnification
You hereby represent and warrant that (a) you have good and marketable title to each item and have the right to consign and sell the said item/s; (b) none of the item is subject to any liens or other encumbrances; (c) the items does not include counterfeit goods; and (d) the item does not infringe upon, misappropriate, or violate any trademark, copyright, or other intellectual property or other proprietary right of any third party, any state or federal law, or any administrative regulation. You hereby indemnify and hold Pickled Vintage harmless from all damages, suits, litigation, awards, and costs, including but not limited to, reasonable attorneys’ fees and costs, incurred by Pickled Vintage as a result of or arising in any way out of Pickled Vintage's display or sale of the item/s, including but not limited to, civil or criminal suits over authenticity or ownership of the item/s, legality of sales, or copyright or trademark infringement.
14. Disclaimer of Warranties, Limitation of Liabilities
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF PICKLED VINTAGE'S SERVICES IS AT YOUR SOLE RISK. PICKLED VINTAGE’S CONSIGNMENT AND OTHER SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. PICKLED VINTAGE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
PICKLED VINTAGE MAKES NO WARRANTY THAT (A) PICKLED VINTAGE SERVICES WILL MEET YOUR REQUIREMENTS OR (B) PICKLED VINTAGE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT YOU OBTAIN FROM PICKLED VINTAGE OR THROUGH OR FROM THE SITE OR PICKLED VINTAGE’S SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
15. Notices
If you have any questions or comments about this Agreement, the Site or Pickled Vintage’s services or wish to terminate this Agreement, please contact Pickled Vintage by email at pickledvintage@gmail.com. You may also write Pickled Vintage at:
Pickled Vintage
Attn: Admin
558 Lynn St
Mountain House CA 95391
Pickled Vintage shall provide all notices to you at the email address or physical address that you have provided to Pickled Vintage. You are solely responsible keeping that information current with Pickled Vintage. You hereby agree that all agreements, notices, disclosures, and other communications that Pickled Vintage provides electronically to you satisfy any legal requirement that such communications be in writing.
16. Entire Agreement
This Agreement sets forth the final, complete, and exclusive agreement between you and Pickled Vintage regarding the subject matter hereof, and terminates and supersedes all prior understandings or agreements on such subject matter. Except as set forth in the "Commissions", "Payment" and "Amendments to this Agreement" Sections above, this Agreement may be modified only by a writing signed by you and Pickled Vintage.
17. Governing Law
This Agreement and its enforcement shall be governed and construed in accordance with the law of State of California, without regard to the State of California Principles of conflicts of law. Pickled Vintage and you agree that any action or proceeding against another party hereto, arising out of or relating to the Agreement shall be brought only in the State of California.