CONSIGNMENT CONTRACT

Last updated 20/09/2022

Master Agreement: These Terms and Conditions will, unless and until superseded by another agreement signed by the parties, be applicable to all footwear and other goods (collectively, the “Goods”) delivered by the Consignor named above (“you”, "seller") to, and accepted by Prior trading under Vintagevintage Ltd. (“we”, “us” or “our”) for sale on consignment at any of our locations, or online, or through other channels. These Terms and Conditions are incorporated into and made a part of our Terms of Use. As part of our Terms of Use, these Terms and Conditions constitute a legally binding agreement between you and us.
Consignment Acceptance Process and Rejections: If you desire to consign Goods with us for sale through our stores and/or internet sales channels, the following procedures must be followed, in order:
1. You must provide us with a request (a “Consignment Request”), specifying the brand, model, size, quantity, and any other pertinent price-related information regarding such Goods, as well as the quantity of each that you would like to consign to us.
2. We, in turn, will assess the Consignment Request, and, in our sole and absolute discretion, select which of such Goods we will accept for consignment by means of delivering a confirmation (each, a “Confirmation”) to you stating which of the Goods from your Consignment Request we will consider for acceptance, as well as the minimum sales price and our commission rate with respect to each of such Goods.
3. You will then deliver to us in person or ship to us at your expense only those items set forth in a Confirmation. We reserve the right, in our sole and absolute discretion, to refuse any or all Goods which you may deliver to us on consignment. Any Goods not finally accepted for consignment, whether set forth in a Confirmation or not, shall be deemed “Rejected Goods”.
4. Subject to the remaining provisions of this Agreement (specifically including, without limitation, paragraphs 4 and 6), we shall then use our commercially reasonable efforts to sell the Goods accepted for consignment in accordance with the Confirmation and this Agreement for such period as we may determine in our sole and absolute discretion.
5. We will notify you at your last known address (physical or electronic) of any Rejected Goods. You will be responsible to pick-up such Rejected Goods or provide for their return shipping within 7 days following delivery of such notice pursuant to clause (b) of this Section 2 as though such Rejected Goods were being withdrawn. If you do not do so, such Rejected Goods may be deemed “Abandoned Goods” and addressed as set forth in paragraph 7 hereof.
Ownership Representations. You represent and warrant to us that you are the valid and lawful owner of all Goods which you deliver to us, that none of the Goods will be subject to any lien, encumbrance, security interest or other adverse claim, and that you have the full legal right to offer and sell the Goods. You further represent and warrant to us that all Goods which you deliver to us will be genuine and authentic, and will conform to the description stated in the applicable Confirmation.
Sales Efforts. Subject only to the minimum sales price stated in the applicable Confirmation, we may offer the Goods for sale in such manner as we may deem appropriate, including by means of display in our retail store and/or on one or more of our websites. We will offer the Goods for sale at such price as we deem appropriate in our discretion, provided that we will not sell the Goods at a unit price (a unit being, in the case of footwear, one pair) which is less than the minimum unit price for such Goods as stated in the applicable Confirmation. You may at any time, by means of telephonic or written notice to us, request a change in the minimum price for any or all Goods which have not yet been sold, provided that we reserve the right not to implement any such change and to deem such Goods as Rejected Goods at such new minimum sales price, or delay such implementation until (a) if requested by us at the time of any telephonic notice, you have confirmed the change to us in writing, and (b) if applicable, we have had a reasonable time to update our websites to reflect such change. Except for the minimum price assurance in the event of sale, we make no guaranty as to whether, when or at what price any of the Goods can or will be sold.
Proceeds of Sales. If and when Goods are sold, we will charge the customer for any applicable sales tax on the sale price of the Goods. If, as and when proceeds from the sale of Goods are actually received, such proceeds will be applied (1) first, to the payment of any applicable sale taxes, (2) next, to pay to us our commission (which, unless otherwise indicated in the applicable Confirmation, will be 14 - 22%, less any fees charged by our credit card processor, for which we will be solely responsible) on the sale price at the commission rate specified in the applicable Confirmation, and (3) finally, the remainder will be paid to you. To the extent that customers pay for Goods by means of credit card, then we will pay the fees charged by the credit card company. We will notify you promptly upon the later of (a) our receipt of proceeds from the sale of Goods, or (b) the conclusion of the period within which the customer may make any claims regarding the Goods, and we will thereafter pay to you your share of the proceeds at our store premises during normal business hours, upon your presentation of the applicable Confirmation and your driver’s license or other satisfactory picture identification. We may require you to sign a receipt confirming your receipt of the amounts that we are then paying to you.
Withdrawal of Goods.
1. Either you or we may, at any time, elect to withdraw the offering of any or all of the Goods which have not yet been sold, provided, however, that you agree that you will not withdraw the Goods prior to 14 days after the date of delivery of the Goods to us. We will notify you of any such determination on our part, and you will notify us in person or in writing of any such determination on your part. If you seek such an early withdrawal, we will be entitled to an early withdrawal fee equal to $20 per pair (if such Goods are shoes, or per item if such Goods are of another type), and may retain the subject Goods, and continue to make them available for sale pursuant to the terms of the Confirmation and this Agreement, until the earlier of our full, final and indefeasible receipt of such early withdrawal fee, the sale of the Goods, or the expiration of such 7-day period.
2. Upon any withdrawal (or any Goods deemed Rejected Goods in accordance with the provisions hereof), you will be responsible for picking up the subject Goods at our store premises during normal business hours, at which time you must present the applicable Confirmation together with your driver’s license or other satisfactory picture identification; if instead you wish to have such withdrawn Goods or Rejected Goods delivered to you, we will only have them delivered to the address we have for you on file, all at your expense. You must either provide us with the amount of return shipping in advance, or provide us with a valid account number with a nationally recognized shipping company which you authorize us to use in order to make such return delivery. We may require you to sign a receipt confirming the delivery of such Goods to you in satisfactory condition.
Title to Goods. At all times prior to our sale of Goods, title to and ownership of such Goods will remain in your name, provided that we have full authority to effect the sale of such Goods in accordance with the terms and conditions stated herein. Notwithstanding the foregoing, any Abandoned Goods shall become our property, and we shall have no further liability to you for such Abandoned Goods (without binding ourselves, we note that this provision is solely intended to alleviate our inventory storage and tracking obligations, and it is our intention to donate any such Abandoned Goods to charity, but we may dispose of them once they become our property in our sole, exclusive and unreviewable discretion).
Risk of Loss. We shall have no liability to you or any third parties for any loss or damage to the Goods in transit to us, and you hereby indemnify us and hold us harmless in respect of any such damages. We will endeavour to use reasonable care in the handling, display and storage of your Goods, using not less than the same degree of care which we utilize with respect to our own goods of a similar nature. However, in the event that any of the Goods are lost or stolen, or are damaged or destroyed by fire, flood, customer handling or other causes beyond our reasonable control, then, except to the extent of any insurance proceeds that we actually collect in respect of such Goods, the risk of loss remains with you, and we assume no responsibility or obligation to make any payment or reimbursement in respect of any such loss or damage, or for any special or consequential damages. We make no assurance that our insurance will provide coverage for the Goods or the amount which any insurer may pay in respect of any casualty relating to the Goods. Prior takes every reasonable precaution to keep items safe but recommends the consigned items are designated in a insurance policy prior to consigning.
Customer Returns or Adjustments. From time to time, customers may make claims or seek adjustments in respect of latent defects or other claimed deficiencies with respect to products that we sell. We reserve the right, in our good faith judgment, to make allowances and/or accept returns of Goods, and in such circumstances, such allowances or returns will be treated as an adjustment to the net proceeds for purposes of calculating our respective shares of net proceeds for purposes of paragraph 5 above.
Mail-In Consignors. To the extent that you provide us with Goods other than by in-person delivery at our retail store, you and we will nonetheless endeavor to implement these Terms and Conditions as closely as possible, including (a) the issuance of Confirmations by mail, overnight courier or e-mail, notification of sale by mail or e-mail, transmittal of payment checks to you by Australia Post to your address indicated above (or such other address as you may notify us of in writing), and return of any unaccepted or unsold Goods to you by such means as you designate (with all shipping charges to be paid for by you).
Consignment Fees/Tiers. The default consignment fee deducted from each item upon sale is 22%+$10. You can decrease your consignment fee to 18%+$10 (Silver tier) only by applying to do so after a total of 30 consigned items have been sold and paid out. A consignment fee of 14%+$10 (Gold tier) is applicable solely via invite from us.
Miscellaneous. This Agreement constitutes the sole and entire agreement between you and us regarding the subject matter hereof, and neither you nor us has made any representation or warranty except as expressly stated above. No amendment of this Agreement, or any waiver hereunder, will be valid unless evidenced by a further written agreement signed by you and us. This Agreement is binding on and enforceable by you and us and your and our successors and assigns.

Basic Agreement Terms

Seller/consignor must add stock into the portal and get approved before shipping/dropping their stock to Prior. Any stock that has not been added after receival will result in a rent/admin fee of $1 per sneaker/per day. If there are any new items that are not available to add into the portal, please contact sell@priorstore.com so we can get the product live for you.
For courtesy, we do not want sellers items to sit for more than a month. Please state a reasonable consignment price when adding your items otherwise we will consult with you the most appropriate consign price to help you move your item quicker.
Sneaker box condition - please make sure the condition of the sneaker box is recorded accurately. If there is damage to the box that is not recorded, the team will re-adjust the price of down to 5%+ (depending on the box condition).
Before shipping stock, please check all products before shipping to us - i.e. quality check. Prior has the right to turn away any sneakers that have a noticeable manufacturing flaw. Sellers must cover the shipping cost back to them.
Sending Replicas - Sellers will need to cover the shipping cost back to them if the stock does not pass the verification process. Any sellers found sending in replicas will be given a strike - each consignor will receive 3 strikes before bring banned and removed from our platform.
Please ensure all sneakers are double boxed when shipping to Prior. Prior has the right to turn away any sneakers that are shipped in satchels, if damaged.

7. Prior has a physical location. Sellers agree that their consigned items could be displayed/shrink wrapped on shop floor.

8. Seller/consignor agrees that their consigned item(s) could be tried on by the customers at Prior to increase the chance of sale for the consigned item(s). Also to increase

9. Seller/consignor agrees that there will be sticky label put on the consigned item(s) for Prior to determine their consignment item(s).

10. Seller/consignor agrees that the pay out will be made on every Thursday.

11. Seller/consignor agrees that upon expiry (30 days) of seller's consigned item(s), they are to either lower their consigned price or collect the item(s) back.

12. Failure to comply with clause (11.) Prior has the right to reduce seller's consigned price for the item(s) by 10% every 5 days until item(s) collected.

13. Seller/consignor agrees if the sneaker/apparel is received defected or used there is a $20 cleaning fee or administration fee plus return shipping fee at our sole discretion.

14. Seller/consignor agrees that any purchase receipts, Stockx tags, Novelship tags or any receipts or retail price indicators left in or on the box and tags attached to the consigned shoes will be removed before being uploaded on Prior platform.

15. Seller/consignor agrees that must apply (email sell@priorstore.com) to and be accepted to our silver tier (consignment fee of 18% + $10)

16. Seller/consignor agrees that when their item(s) are sold to a customer at Prior and they are deemed fake, Seller/consignor will be responsible of any freight related expenses (from and to customer) and a 20% penalty fee of the sale price. If the penalty fees are not paid by the due date, the balance will be paid off from your payout and it may lead to your consignor account termination.

17.Seller/consignor agrees that damages on the shoe box during possession at Prior will be expected and although Prior does the best to keep Seller/consignor's shoe boxes in its original received condition, any damages occurred will not be liable by Prior.

18. Seller/consignor agrees a base rate fee of $5 plus $1/per day warehousing fee per shoes that were provided/given to Prior without any item entries on Seller/consignor's consignor access. This fee may occur without any notice so we strongly recommend Seller/consignor to make item entry prior to providing Prior any shoes/consignment.

19. Seller/consignor agrees that consignment accounts are only permitted to be used by one user - sharing consignor accounts will result in account termination without any warning.

20. Seller/consignor agrees that price amendments will be made at a minimum of +/-$20. All prices must be rounded down to the nearest $10 increment - if this is not done when seller/consignor initially uploads the item, we will make this amendment without notice.

21. Seller/consignor agrees that if a consignment received does not match the description provided when the item was uploaded - a $10 admin fee will be incurred per pair. This includes but is not limited to:

- Consignments that are confirmed as counterfeit.

- Items that are obviously factory flawed.

-Items that does not match the description.

22. Seller/consignor agrees that items that are deemed as factory flawed after inspection will incur a 5% split/fee increase (on top of an individual seller/consignor's current fee split/tier) which will reflect a discount that may be applied to the consignment at time of sale.

Additional Information

What Prior classifies as a damaged box?

Incisions
Tears
Holes
Dents
Anything that alters the original box condition

How to pack your sneakers when shipping stock to Prior?

Please double box all sneakers and do not use satchels
Please ensure sneakers are packed tightly into a larger box. Please only have a maximum of 1cm space between the sneaker box and the outter box. Alternatively, please include bubble wrap or more cardboard to fill in any air space.
Please ensure the sneaker boxes are not crushing each other in the parcel.
Please ensure that the parcel is tapped up securely.
Please include your consignment item SKU in the item box so we can easily determine your item(s) when it's received.