Consignor warrants that the property is owned by Consignor (or that Consignor is authorized by the owner) and that there are no liens, judgments or other encumbrances against the ownership, including all rights of sale or transfer. The Consignor further warrants the consigned property is free of defects of title and indemnifies Consignee from third party claims. The parties agree that title to
each consignment shall remain with Consignor until such consignment is sold by Consignee.
2. Description of Consigned Property
Consignor agrees to consign and Consignee agrees to accept the property described in the EMAIL in which this document was sent for virtual consignment or physical consignment as indicated. Consignor states and agrees that the description(s) of the consigned property is true and correct to the best of Consignor’s knowledge and belief and further, that no undisclosed defects in such consignment are known to Consignor.
3. Shipping in the Case of Virtual Consignment
The buyer of the property will pay for the costs of shipping to the buyer.
4. Shipping in the Case of Physical Consignment
If the property will be shipped to Consignee, all deliveries shall be fully insured and such delivery and insurance costs shall be paid for by the Consignee. If the Physical Consignment property does not sell within the Term of the Agreement, it will be returned to the Consignor at Consignor’s cost and expense.
5. Exclusivity of Agreement
Consignee shall have the exclusive right to market and sell the property described herein above.
The asking price(s), estimate(s) and reserve(s) are set forth in the attached EMAIL. Consignee agrees to inform Consignor of bona fide offers to purchase the consigned property for prices less than the asking price and more than the reserve, but not less than the reserve. Consignor reserves the right to accept a price less than the asking price, and the Consignee reserves the right to accept a price less than the asking price, provided that the Consignor receives an amount equal to the net proceeds the Consignor would have received if the property had sold for the asking price.
All Consigned Property is subject to a 7-day Buyer Satisfaction Return Policy (located at http://www.lofty.com/terms-of-use). If virtually consigned property is returned because it is substantially different than described, the Consignor will pay for return shipping.
8. Partial Refunds
9. Payment(s) to Consignor
Consignor and Consignee agree to standard sale and commission terms as follows: 25% Commission for Fixed Price sales. Any additional or amended terms will be set forth in the attached EMAIL Consignee will pay proceeds to Consignor seven
(7) business days after delivery to the buyer unless the property is returned.
10. Term of Agreement
The term of this Agreement shall be for three (3) months. After this three (3) month consignment period expires, this Agreement shall automatically renew on a month-to-month basis unless cancelled by Consignor. Consignee may terminate this Agreement at any time and for any reason for all or some of the unsold property which is the subject of this Agreement by giving notice to Consignor.
11. Liability for Loss of Consigned Property
In the event that consigned property is lost, stolen, destroyed, damaged, or unaccounted for due to any cause, known or unknown, while the Consignee is in possession of, or managing shipment of, the property, the Consignee shall be liable to the Consignor the offering amount agreed to less the potential commission that would have been owed to Consignee. Notwithstanding the above, in no event shall Consignee’s maximum aggregate liability under this Agreement be greater than the offering amount agreed to of the consigned property. In no event will Consignee be liable to Consignor for any indirect, incidental, consequential, special or punitive damages or lost profits, whether or not foreseeable, arising from or relating to this agreement.
This agreement is subject to the miscellaneous terms in Exhibit A.
Exhibit A: Miscellaneous Terms
a. Website Liability. Consignee accepts no liability should its website or operations be limited in its functionality or destroyed through force majeure, strike, system malfunction or other external factors. Consignee shall not be liable for loss or damage incurred through the lack of usability or inaccessibility of the website operations. Consignee accepts no liability for the unauthorized access of third persons to personal
details of Consignors (e.g. by hackers) unless Consignee willfully or through gross negligence failed to protect the data against access.
Relationship of the Parties. Each Party is an independent contractor of the other Party. Nothing in this Agreement will constitute a
partnership between or joint venture by the Parties, or constitute either Party the agent of the other.
b. Governing Law. This Agreement, and any disputes directly or indirectly arising in connection with this Agreement, will be governed by and construed under the laws of the State of New York, without reference to its conflicts of law principles.
c. Successors and Assigns; Third Party Beneficiaries. This Agreement is binding upon and will inure to the benefit of each Party and their respective permitted successors or assigns. Nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement.
d. Entire Agreement. This Agreement (including any Statements of Work) sets forth the entire agreement and understanding of the Parties relating to the subject matter herein and merges all discussions, representations, covenants, promises, discussions, negotiations, and exchanges between them with respect thereto.
e. Modification and Waiver. No modification of or amendment to this Agreement will be effective unless in writing signed by authorized representatives of both Parties. No waiver of any rights is to be charged against any Party unless such waiver is in writing signed by an authorized representative of the Party so charged.
f. Unenforceable Provisions. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect, and, if legally permitted, such offending provision shall be replaced with an enforceable provision that as nearly as possible effects the Parties’ intent.
g. Counterparts. This Agreement and any exhibit attached hereto may be executed in multiple counterparts (which may be exchanged by facsimile), each of which will be deemed an original and all of which together will constitute one instrument.
h. FULFILLMENT OF SALE. You agree to release the Property to Lofty no later than seven (7) days after notifies you of intention to collect Property. If you fail or refuse to release Property to Lofty and therefore do not complete your obligation to fulfill the sale Lofty will (a) hold you responsible for payment of Selling Commission equal to 25% of the Sale Price for Property, which we will charge to the credit card you place on
file in your Lofty account, (b) reserve the right to place a lien on Property, and (c) reserve the right to take further legal action on behalf of the buyer.