Consignor Agreement Template for England and Wales

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Key Requirements PROMPT example:

Consignor Agreement

"Need a Consignor Agreement for my art gallery in London, where we'll be receiving valuable paintings from multiple artists to sell on their behalf, with a 30% commission structure, starting from March 2025."

Document background
A Consignor Agreement is essential when establishing a commercial relationship where goods are placed with a third party for sale while maintaining original ownership. This document is particularly relevant in England and Wales, where it must comply with specific legislative requirements including the Sale of Goods Act 1979 and commercial law principles. The agreement typically covers crucial aspects such as commission rates, risk allocation, insurance requirements, and operational procedures. It's commonly used in retail, art sales, and industrial sectors where inventory management and sales through third parties are prevalent.
Suggested Sections

1. Parties: Identification and details of the consignor and consignee

2. Background: Context of the agreement and relationship between parties

3. Definitions: Key terms used throughout the agreement including those from relevant legislation (Sale of Goods Act 1979, Supply of Goods and Services Act 1982)

4. Consignment Terms: Core terms of the consignment arrangement including delivery, storage, and handling requirements

5. Payment Terms: Financial arrangements, commission structure, and payment mechanics

6. Title and Risk: Ownership retention, risk allocation, and insurance requirements

7. Duration and Termination: Term of agreement, renewal provisions, and termination rights

8. Representations and Warranties: Standard warranties regarding authority, capacity, and quality of goods

9. Liability and Indemnification: Limitation of liability and indemnification provisions

10. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement

Optional Sections

1. International Shipping: Specific provisions for cross-border consignment arrangements including customs and duties

2. Data Protection: GDPR compliance and data handling requirements when personal data is processed

3. Consumer Protection: Additional provisions required when consignment involves consumer goods

4. Competition Compliance: Specific provisions ensuring compliance with competition laws

Suggested Schedules

1. Schedule 1: Consigned Goods: Detailed list and specification of goods subject to consignment

2. Schedule 2: Commission Structure: Detailed breakdown of commission calculations and payment terms

3. Schedule 3: Operating Procedures: Detailed procedures for handling, storing, and managing consigned goods

4. Schedule 4: Service Level Requirements: Performance metrics, reporting requirements, and quality standards

5. Schedule 5: Insurance Requirements: Specific insurance requirements and minimum coverage levels

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses
Industries

Sale of Goods Act 1979: Core legislation governing sale of goods, particularly relevant for title transfer, delivery obligations, and risk allocation in consignment arrangements

Supply of Goods and Services Act 1982: Legislation governing service aspects of consignment arrangements, including implied terms and quality standards

Consumer Rights Act 2015: Key legislation if the consignment arrangement involves consumer transactions, protecting consumer interests

Contracts (Rights of Third Parties) Act 1999: Governs third-party rights in contractual arrangements, relevant for complex consignment structures

Agency Law Principles: Common law principles governing relationship between principal and agent in consignment arrangements

Law of Bailment: Legal principles governing the temporary transfer of possession without transfer of ownership

Competition Act 1998: Ensures consignment arrangements do not breach competition law requirements

Consumer Protection from Unfair Trading Regulations 2008: Protects consumers from unfair practices in trading arrangements

Business Protection from Misleading Marketing Regulations 2008: Protects businesses from misleading marketing practices in commercial arrangements

Value Added Tax Act 1994: Governs VAT implications of consignment arrangements and stock transfers

Data Protection Act 2018: Ensures compliance with data protection requirements in handling personal information

UK GDPR: Regulatory framework for data protection and privacy in the UK post-Brexit

Modern Slavery Act 2015: Ensures supply chain compliance with modern slavery requirements if applicable

Common Law of Contract: Fundamental principles governing contract formation, terms, and enforcement

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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