If not sooner terminated as provided herein, this agreement will terminate automatically on the final day of the month that is six months from the date your inventory was approved (the “termination date”).
DELIVERY OF PROPERTY; RISK OF LOSS; INSURANCE
The Changing Room accepts the Property from Consignor on a consignment basis only. All risk of loss or damage of the Property will pass to The Changing Room when the Property is in The Changing Room’s physical possession. The Consignor retains all risk of loss or damage to the Property while the Property is in transit to The Changing Room.
If the Property is damaged or lost whilst in The Changing Room’s physical possession, a Property Sale shall be deemed to have occurred and The Changing Room will reimburse the Consignor in the amount as reflected in the spreadsheet received by the Consignor from us at the time of Consignment. This remedy shall constitute the sole remedy and entire recourse of the Consignor against The Changing Room and is in lieu of any other remedy available as a matter of law or equity.
ACCEPTANCE OF PROPERTY; CONDITION OF ITEMS
The Changing Room only accepts clean items in very good to excellent condition. Upon receipt, The Changing Room will evaluate the Property to determine its authenticity and quality. Condition issues may affect the value of the item. Items of Property that do not meet The Changing Room’s authenticity or quality standards, or are not included in our list of accepted brands, will not be accepted and will be returned to the Consignor at the Consignor’s expense (see “Return of Property” below).
- No stains and marks, especially light-coloured garments and around the neckline and underarms
- Check for holes and tears, particularly along hems and seams.
- No alterations, especially at hems and sleeves.
- No broken handles, straps, and zippers. Ensure all handbags parts are intact and functional.
- Products with cigarette, pet, and musty storage smells will not be accepted.
- Our team carefully inspects all products to ensure authenticity. No replicas or missing brand labels can be accepted.
The Consignor will not provide counterfeit items for consignment. In the event The Changing Room believes that any item of the Property offered or provided to it is counterfeit, The Changing Room shall either refuse to take possession of such item, or to the extent The Changing Room has taken possession of such item, The Changing Room shall notify Consignor that it believes the item is counterfeit and will provide the Consignor a reasonable opportunity to retrieve such item from The Changing Room. If Consignor does not retrieve such item from The Changing Room within 120 days from the date of such notice, then The Changing Room shall be entitled to treat such item as abandoned.
The “Consignment Period” for an item of Property shall begin on the date the Inventory is approved by the Consignor for the duration of 6 months (with an option to renew for a further 6 months). The Consignment Period may be extended again upon mutual consent of both parties. After the Consignment Period, Consignor may request return of the Property. Return shipping expenses shall be paid by the Consignor and The Changing Room shall have no obligation to return such items unless and until the Consignor has provided for shipping at its sole expense.
EFFORTS TO SELL; PRICE
Upon acceptance of the Property, The Changing Room will display and make commercially reasonable efforts to sell the Property. The Consignor acknowledges that The Changing Room will designate the product category applicable to the Property. The initial selling price for the Property will be set by The Changing Room, and The Changing Room may change the price at its sole discretion from time to time without notice to Consignor. The Changing Room reserves the right to run promotions on its website and by other means and to offer discounts to its customers at its sole discretion. The Consignor acknowledges and agrees that items of its Property consigned hereunder may be advertised, displayed and sold with items belonging to other Consignors.
TITLE TO PROPERTY
Title to and ownership in the Property remains with the Consignor until a Property Sale, as defined below. A “Property Sale” shall be deemed to have occurred if an item of Property is:
- sold by The Changing Room and not returned to The Changing Room within the period specified in The Changing Room’s then-current Return Policy;
- lost or stolen from The Changing Room’s stock on hand;
- damaged or destroyed while in The Changing Room’s possession; or
- otherwise not physically present in The Changing Room’s stock on hand.
PAYMENT AND COMMISSIONS
On the sale of any item of Property, the Consignor will receive a payment as defined in the spreadsheet given to the Consignor upon Consignment.
This amount shall be Consignor’s sole compensation under this Agreement. The net selling price reflects all applicable VAT liabilities, sales commissions, courier costs, stylist and photography fees, promotions applied directly to or associated with the sold item.
The Changing Room shall furnish the Consignor with an updated Inventory and payment following the sale of that Consignor’s item/s in the month within which one or any of their item/s has sold, indicating all sales transactions during the preceding month and the extent of the current inventory. Such statements shall be received by the Consignor by no later than the seventh day of the month within/after which an item/s of theirs has sold. Within the first seven days of the month following the month during which the sale of any merchandise on behalf of the Consignor took place, The Changing Room shall remit via EFT to the Consignor, their commissions for such sales in accordance with their Inventory.
In the event of any dispute between the Parties, The Changing Room shall have no obligation to pay any Commission or other amount otherwise due to Consignor, including without limitation amounts unrelated to the dispute, unless and until such dispute is resolved.
RETURN OF PROPERTY
At any time during the Consignment Period, the Consignor may require the immediate removal of all or some of the Property from The Changing Room’s service, with reasonable written notice to The Changing Room. All costs of removing and returning the Property will be borne by the Consignor and The Changing Room shall have no obligation to return such items unless and until the Consignor has provided for shipping at its sole expense. Additionally, if the Consignor requests the return of Property prior to the end of the Consignment Period, there will be a fee of R500.00 per item to cover The Changing Room’s costs of storing, cataloging and photographing the Property, and Consignor will be responsible for the shipping costs to and from The Changing Room.
In addition to the six month expiration first referred to above, either Party may terminate this Agreement at any time, for any reason. Termination shall be effective when either Party serves written notice thereof on the other Party. Costs listed above under “Return of Property” will apply.
Neither Party may assign this Agreement or any interest herein without the other Party’s express prior written consent, except that The Changing Room may assign this Agreement without the Consignor’s consent in connection with any corporate transaction such as a merger or acquisition.
CHANGES TO THESE TERMS
The Consignor acknowledges and agrees that these terms may be changed by notice posted on The Changing Room’s web page. The Changing Room will use reasonable efforts to communicate any such changes to the Consignor (such as sending notice to an email address provided by the Consignor), but The Changing Room cannot guarantee that the Consignor will receive such notices, or receive them in a timely manner.
NO PROPERTY WARRANTIES
The Changing Room shall not offer any warranties on any item of Property, except to the extent a warranty is required by law and cannot be disclaimed.
REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION
The Consignor hereby warrants that it has good and marketable title to each item of Property, none of which is subject to any liens or other encumbrances, and further represents and warrants that the Property does not infringe upon or violate any trademark, copyright, or other proprietary right of any third party, any law, or any administrative regulation. The Consignor hereby agrees to indemnify and hold The Changing Room harmless from all damages, suits, litigation, awards, and costs, including but not limited to attorneys’ fees and costs, that may arise out of The Changing Room’s display or sale of the Property for any reason whatsoever, including but not limited to civil or criminal suits over authenticity, legality, ownership, infringement of copyright or trademark, or any other claim or litigation.
This Agreement shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws and decisions of the Republic of South Africa, without regards to its conflict-of-law provisions. The Parties hereby irrevocably consent to the jurisdiction of the courts of Cape Town, South Africa, with respect to any matter arising under this Agreement.
NO IMPLIED WAIVER
Either Party’s failure to insist, in any one or more instances, on strict performance by the other Party of any of the terms of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term hereof.
If one or more of the provisions of this Agreement shall be declared or held to be invalid, illegal, or unenforceable in any respect in any jurisdiction, the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby and any such declaration or holding shall not invalidate or render unenforceable such provision in any other jurisdiction.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.