Please carefully read the following terms and conditions of this Consignment Agreement (the “Agreement”). These terms and conditions create a legally enforceable contract between you and Lounge2Luxe LLC, a New York limited liability company (“L2L”). To confirm your understanding and acceptance of this Agreement, fill out the required information below including your initials, and then click “I Agree”.
L2L’s Terms of Service located at: www.shoplounge2luxe.com are also included in this Agreement and apply to your and L2L’s activities under this Agreement.
ONCE YOU CONSENT TO THIS AGREEMENT, IT WILL REMAIN IN EFFECT UNTIL YOU OR L2L TERMINATES IT.
General Terms and Conditions
L2L markets and sells luxury designer items, such as jewelry, watches, clothing, fine art, and home goods. You would like L2L to sell the items that you have sent to us or that we have collected from you (collectively, the “Property”) on a consignment basis. This means that you, not L2L, will still own the Property, even after you transfer physical possession of the Property to L2L. After L2L receives or picks up Property from you, L2L will send you an email in accordance with “Notices” at Section 19 below confirming the items of Property received and each item’s list price, determined at L2L’s sole discretion unless previously agreed to in writing (items are then “Accepted”). Within thirty (30) days, the Accepted items will then be available for sale on L2L’s website and social media handlings, including but not limited to Instagram, Poshmark, Tradesy, and The Real Real, within thirty (30) days.
2. DELIVERY OF PROPERTY; RISK OF LOSS; INSURANCE.
L2L accepts the Property from you on a consignment basis only. You are responsible for all risk of loss or damage to the Property until L2L takes physical possession of it. If an item of Property is damaged, stolen, or lost while in the L2L’s possession, it will be treated as Sold (defined in “Title to Property” at Section 7 below) and L2L will pay you a Commission (defined in “Commissions and Payment” at Section 8 below) on that item. The Commission will be based on the damaged, stolen, or lost item’s Net Selling Price (defined in “Commissions and Payment” at Section 8 below), which will be determined solely by L2L. Except in New Jersey, this remedy shall constitute your sole remedy and entire recourse against L2L for Property that is damaged, stolen, or lost and is in lieu of any other remedy otherwise available as a matter of law or equity.
3. CONDITIONS OF ACCEPTANCE.
Upon receipt of the Property, L2L will evaluate each item of Property to determine, in its sole discretion, its authenticity, quality, and value. The item’s condition will affect the valuation. L2L only accepts Property for consignment: (a) that L2L determines in its sole discretion to be in very good to excellent condition; (b) that L2L determines the items are authentic; (c) that L2L determines that items are properly cleaned; (d) that L2L determines in its sole discretion to be authentic; and (e) for which the representations and warranties you make in the “Your Representations, Warranties, and Indemnification” section below are true. Property that does not meet the above requirements will not be accepted and will be either: (1) returned to you at your expense; or (2) with your approval, confirmed in writing, L2L will donate your items to a charity of its choice (see “Unauthenticated Items” at Section 4 below and “Consignment Period and Return of Property” at Section 5 below for more information).
4. UNAUTHENTICATED, COUNTERFEIT, OR STOLEN ITEMS.
You are responsible for ensuring the authenticity of all Property you provide to us. If L2L cannot confirm the authenticity of any item of Property you have provided, it shall have the right in its sole discretion to refuse to accept the item. If L2L determines at any time that an item of Property is counterfeit, L2L shall notify you that it has made such a determination and you will have an opportunity to provide proof of purchase or other proof of authenticity acceptable to L2L. You acknowledge and agree that any item L2L finally determines to be counterfeit will not be returned to you and will be destroyed. You acknowledge and understand that L2L is subject to the laws and regulations relating to claims that consigned items are counterfeit, have been stolen, or otherwise violate applicable law. L2L takes such reports seriously and will cooperate with law enforcement in all investigations.
5. CONSIGNMENT PERIOD AND RETURN OF PROPERTY.
The “Consignment Period” for each item of Property begins on the date L2L lists the item for consignment and ends ninety (90) days thereafter, even if this Agreement has been terminated during that time by you or L2L. At any time during the Consignment Period, and subject to this provision, you may request in writing that L2L return the item (a “Return Request”), so long as the item has not already been Sold (defined in “Title to Property” in Section 7 below). Once L2L receives your Return Request, it will use commercially reasonable efforts to remove the item from L2L’s website (www.shoplounge2luxe.com) and from any of its social media handlings or third-party venues, if applicable, before it is Sold. It is your responsibility to ensure that L2L has your most current contact information and mailing address.
- If the Return Request is made less than ninety (90) days after the item’s listing online or on L2L’s social media handlings, L2L will return the item to you within thirty (30) days at L2L’s expense and no fees will be added.
- If the Return Request is made more than ninety (90) days from the date the item has been listed online or on L2L’s social media handlings for sale, L2L will return the item within thirty (30) days. L2L 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, L2L shall have no obligation to return the item to you unless and until you pay L2L the costs of return prior to shipment. Additionally, L2L will charge you a fee of $15 per group of items up to a dozen, which fees reflects L2L’s up-front costs of storing, cataloging, and photographing the item in preparation for sale, plus applicable shipping costs.
- If an item remains unsold at the end of the Consignment Period, L2L will contact you and/or vice versa. At your option and L2L’s expense, L2L will: (i) donate the item to a charity of L2L’s choice. If at the end of the Consignment Period L2L is unable after using commercially reasonable efforts to contact you at the email or physical address it has on file for you in accordance with the “Notices” at Section 19 below, the item may be donated to a charity of L2L’s choice.
6. EFFORTS TO SELL; PRICE.
So long as you comply with this Agreement, L2L will display Your Property on its Site and social media handlings and will make commercially reasonable efforts to sell the Property. You acknowledge and agree that:
- L2L, in its sole discretion, will determine the initial selling price for each item of Property (the "Initial Sale Price") based on its evaluation of that item, together with its determination of the current market price for that item;
- In order to market and promote the sale of each item, L2L may, in its sole discretion, apply an immediate 20% discount to the item, which will affect the item’s Initial Sale Price, unless L2L and you have otherwise agreed in writing to a specific price at which a specific item must be sold.
- L2L may offer additional discounts and promotions during the Consignment Period, at its sole discretion and without notice to you, as a means to efficiently market and sell the Property, unless L2L and you have otherwise agreed in writing to a specific price at which a specific item must be sold.
7. TITLE TO PROPERTY.
You will continue to own and have title to each item of Property until that item is “Sold”. An item will be considered Sold when:
- it is sold by L2L to a customer and not returned to L2L within the period specified in L2L’s then-current exchange Policy (see https://shoplounge2luxe.com/policies/shipping-policy); or
- it is lost, stolen, damaged, or destroyed while in L2L’s possession.
8. EXCLUSIVITY OF AGREEMENT.
To ensure that L2L has every opportunity to succeed in selling the Property, you hereby agree that L2L has the exclusive right to market and sell the Property during the Consignment Period. Without prejudice to other remedies that may be available to L2L under contract or law, if you violate the exclusivity obligations hereunder, L2L shall by entitled to the costs of returning the item to you, which, 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, L2L shall have no obligation to return the item to you unless and until you pay L2L the costs of return prior to shipment. Additionally, L2L will charge you a fee of $15 per group of items up to a dozen, which fees will reflect L2L’s up-front costs of storing, cataloging, and photographing the item in preparation for sale, plus applicable shipping costs.
9. COMMISSIONS AND PAYMENT.
- "Net Selling Price" means the price at which an item of Property is Sold, less applicable discounts and promotions and excluding taxes and shipping. "Net Sales" means the total amount received by L2L from the Sale of all of your Property within a Commission Window, less applicable discounts and promotions and excluding taxes and shipping.
- Commission Rate. The commission you will receive for each item that is Sold (the “Commission Rate”) is 40% of the Net Sales of an item sold under $500 and 50% of the Net Sales of an item sold over $500. L2L 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 as described in “Amendments to This Agreement” at Section 13 below.
- Calculation of Commission. L2L will pay you a Commission on each item of Property that is Sold. The Commission shall be equal to the item’s Net Selling Price multiplied by the applicable Commission Rate. The Commission you receive for Sales of your Property are the sole compensation you will receive under this Agreement.
- Payments. L2L typically begins processing Commission payments every Friday of the following week. For example, if 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 venmo or Chase Quickpay only. The timing of processing and delivering Commission payments will vary by the payment method you select but will typically take at least three to four business days. All payments will be made the first Monday of each month.
- Disputes. If there is a dispute between you and L2L, L2L 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. L2L may withhold any Commissions due to you (including any due for Sold items of Property not subject to the dispute) in full or partial satisfaction of any amounts you owe to L2L.
You and L2L 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 Property” at Section 5 will apply.
11. NO ASSIGNMENT.
You may not assign this Agreement or any interest you have in it without L2L’s prior written consent. Any prohibited assignment is null and void.
12. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF L2L’S SERVICES IS AT YOUR SOLE RISK. L2L’S CONSIGNMENT AND OTHER SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. L2L 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. L2L MAKES NO WARRANTY THAT (A) L2L’S SERVICES WILL MEET YOUR REQUIREMENTS OR (B) L2L’S SERICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT YOU OBTAIN FROM L2L OR THROUGH OR FROM THE SITE OR L2L’S SERICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
L2L AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, MANAGERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS SHALLL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OR FOR DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR FOR OTHER INTANGIBLE LOSSES (EVEN IF L2L HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (A) THE USE OR THE INABILITY TO USE L2L’S SERVICES OR THE SITE; (B) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (C) THE ACTIVITIES CONTEMPLATED BY THIS AGREEMENT; OR (D) ANY OTHER MATTER RELATING TO L2L’S SERVICES OR THIS AGREEMENT.
IN NO EVENT WILL L2L’S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT IT HAS ACTUALLY RECEIVED AS A RESULT OF SELLING YOUR PROPERTY HEREUNDER.
THE FOREGOING DISCLAIMERS AND LIMITATIONS ARE A FUNDAMENTAL PART OF THE BASIS OF L2L’S BUSINESS, AND L2L WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT SUCH DISCLAIMERS AND LIMITATIONS.
PLEASE SEEK THE ADVICE OF APPROPRIATE PROFESSIONALS REGARDING THE TERMS OF THIS AGREEMENT AND THE EVALUATION OF ANY SPECIFIC OPINION, ADVICE, PRODUCT, SERVICE, OR OTHER CONTENT.
13. YOUR REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION
You hereby represent and warrant that (a) You have good and marketable title to each item of Property and have the right to consign and sell the Property; (b) none of the Property is subject to any liens or other encumbrances; (c) the Property does not include counterfeit goods; and (d) the Property 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 L2L harmless from all damages, suits, litigation, awards, and costs, including but not limited to, reasonable attorneys’ fees and costs, incurred by L2L as a result of or arising in any way out of L2L’s display or sale of the Property, including but not limited to, civil or criminal suits over authenticity or ownership of Property, legality of sales, or copyright or trademark infringement. You expressly consent to jurisdiction of a federal or state court located in the County of New York, Borough of Manhattan with respect to any mater arising under this Section 12.
This Agreement, or the breach thereof, and all claims of any kind relating to or arising out of this Agreement and the relationship between you and L2L, whether tort, contract, or statutory, shall be governed by the laws of New York, without regard to its conflict of laws principles.
14. AMENDMENTS TO THIS AGREEMENT
L2L may update or change any of the terms and conditions of this Agreement at any time in its sole discretion upon 14 days’ notice, including as set forth above in “Commissions and Payment” at Section 8 above, and by notifying you in accordance with “Notices” at Section 19, below.
Revised terms will not apply to Property already Accepted for consignment prior to the effective date of those revised terms.
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 “Termination” at Section 9 above before the effective date of the revised terms.
15. ENTIRE AGREEMENT
This Agreement sets forth the final, complete, and exclusive agreement between you and L2L regarding the subject matter hereof, and terminates and supersedes all prior understandings or agreements on such subject matter. Except as set forth in “Commissions and Payment” at Section 8 and “Amendments to this Agreement” at Section 13 above, this Agreement may be modified only by a writing signed by you and L2L.
16. NO IMPLIED WAIVER
Any failure by you or L2L to enforce any provision of this Agreement shall not constitute a waiver of such provision or of any other provision of this Agreement.
If any term of this Agreement is found by any court to be void or otherwise unenforceable, the remainder of this Agreement shall remain valid and enforceable as though such term were absent upon the date of the execution of this Agreement.
18. SURVIVAL OF TERMS AFTER AGREEMENT ENDS
Notwithstanding any other provision of this Agreement, any provision of this Agreement that imposes or contemplates continuing obligations on you or L2L will survive the termination of this Agreement.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
If you have any questions or comments about this Agreement, the Site or L2L’s services or wish to terminate this Agreement, please contact L2L by email at firstname.lastname@example.org. You may also write to L2L at:
Attn: Sasha Nussbaum
250 W 19th Street, Apt. 14E
New York, NY 10011
L2L shall provide all notices to you at the email address or physical address that you have provided to L2L. You are solely responsible for keeping that information current with L2L. You hereby agree that all agreements, notices, disclosures, and other communications that L2L provides electronically to you satisfy any legal requirement that such communications be in writing.
21. DISPUTE RESOLUTION
- Informal Dispute Resolution. Except for any controversy or claim relating to or arising from your representations, warranties, and indemnity obligations set forth in "Your Representations, Warranties and Indemnification" at Section 12 above, you and L2L agree that, with respect to any matters, disputes, or claims between you and L2L arising from or related to this Agreement or your relationship with L2L, you and L2L shall negotiate in good faith to informally resolve the problem or dispute. If the problem or dispute is not resolved satisfactorily within sixty (60) days after you or L2L receives notice from the other party in accordance with "Notices" at Section 19 above, You or L2L can submit the dispute to binding arbitration in accordance with the arbitration provisions below.
- Arbitration. Except for any controversy or claim (i) relating to your obligation to indemnify L2L, set forth in "Your Representations, Warranties and Indemnification" at Section 12 above or (ii) properly filed and pursued in small claims court on an individual basis, any claim, dispute, or controversy between you and L2L arising from or relating to this Agreement or the relationships which result from this Agreement that remains unresolved after you and L2L attempt to resolve them informally shall be resolved by binding arbitration brought on an individual basis as a "Common Claim" before the National Arbitration Forum (NAF) pursuant to the Code of Procedure then in effect (or such other arbitration provider as is mutually agreeable to you and L2L) in a manner consistent with the terms in this Agreement. You and L2L shall submit all available documents that support all claims, counterclaims, or defenses at the time of submission of the initial claim or response thereto. Formal discovery will only be permitted upon a showing of good cause and subject to the arbitrator’s approval. In the event the arbitrator requires an in-person proceeding, you agree that such proceeding shall take place in the County of New York, Borough of Manhattan. You and L2L shall each pay our own arbitration and hearing fees, costs, and expenses, including but not limited, to fees, costs, and expenses for attorneys, experts, discovery, and witnesses (as applicable). The arbitration shall be conducted by a single arbitrator. The arbitration may be held by telephone or by written submissions if you and L2L so elect. The arbitrator shall issue a written award. Any award of the arbitrator may be entered as a judgment in any court having jurisdiction. Information may be obtained at www.adrforum.com and claims may be filed electronically at email@example.com. After an arbitration is commenced, if the initiating party (the "Claimant") makes a written offer of settlement that is rejected by the other party ("Respondent"), and Claimant is the prevailing party in arbitration and recovers an amount equal to or greater than Claimant’s offer of settlement, Claimant shall recover his, her, or its reasonable attorneys’ fees and expenses incurred in investigating, preparing for, and pursuing the claim in arbitration up to $25,000. After an arbitration is commenced, if Respondent makes a written offer of settlement that is rejected by Claimant, and Claimant either does not prevail in arbitration or does not recover more in the arbitration than Respondent’s offer of settlement (exclusive of attorneys’ fees or costs awarded to Claimant by the arbitrator), then Respondent shall recover his, her, or its reasonable attorneys’ fees and expenses incurred in investigating, preparing for, and defending the claim in arbitration up to $25,000. This agreement shall be governed by and interpreted under the Federal Arbitration Act, 9 U.S.C. Sections 1-16.
- Exceptions. This agreement to arbitrate does not apply to claims filed on an individual basis in small claims court properly within that court’s jurisdiction and proceeding on an individual (non-class) basis. You and L2L expressly agree that arbitration shall proceed solely on an individual basis without the right for any claims to be arbitrated on a class-action basis or on bases involving claims brought in a purported representative capacity on behalf of others. The arbitrator’s authority to resolve and make written awards is limited to claims between you and L2L. Claims may not be joined or consolidated unless agreed to in writing by all parties. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Notwithstanding any other provision in this Agreement, if any portion of this "Exceptions" provision is deemed invalid or unenforceable, then the entire Arbitration Provision (other than this sentence) shall not apply.
- Voluntary and Knowing Waiver.
BY ENTERING INTO THIS ARBITRATION AGREEMENT, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY FOR ANY CLAIM SUBJECT TO ARBITRATION. YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOU MAY ONLY BRING A CLAIM IN YOUR INDIVIDUAL CAPACITY, AND NOT IN ANY REPRESENTATIVE CAPACITY. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST.
22. GOVERNING LAW.
This Agreement shall be interpreted and construed in accordance with the laws of the State of New York. Any and all claims, controversies and causes of action arising out of or relating to this Agreement, whether sounding in contract, tort or statute, shall be governed by the laws of the State of New York including its statutes of limitations, without giving effect to any conflict-of-laws rule that would result in the application of the laws of a different jurisdiction. Any action arising out of this Agreement shall be brought exclusively in a court of competent jurisdiction located in New York, NY. To the extent that any lawsuit is permitted under this Agreement, the Parties hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in New York.
By signing below, or submitting this form online, you certify that you (the “Consignor”) fully understand and agree to all of the Terms and Conditions in this Consignor Agreement. I also state that all information on this is true and correct.