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Consigner terms

CONSIGNMENT AGREEMENT

IF NOT SOONER TERMINATED AS PROVIDED HEREIN, THIS AGREEMENT RENEWS AUTOMATICALLY FOR SUCCESSIVE ONE-YEAR TERMS ON THE FINAL DAY OF THE MONTH THAT IS ONE YEAR FROM THE DATE THE CONSIGNER EXECUTES THIS AGREEMENT (THE "EFFECTIVE DATE" AND THE "TERM").

In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows:

  1. RECITALS

The parties recite and declare:

  1. Cuddlecircle (the ‘Consignee’) operates the business of marketing and sale of children’s goods such as clothing, gear, toys and accessories.
  1. Consigner (the ‘Consigner’) desires to arrange for the sale and marketing of its merchandise on consignment by Cuddlecircle.
  1. Cuddlecircle wishes to sell said merchandise on behalf of the Consigner. Thus, the Consigner transfers possession but not ownership of the merchandise to Cuddlecircle, subject to these Consignment Terms (‘the Agreement’)
  1. DELIVERY OF MERCHANDISE
  1. Consigner shall deliver to Consignee such quantity of its merchandise that Consignee requires for sale from its place of business. Consigner shall pay all freight and shipping charges where applicable
  1. Consignee shall be responsible for any loss of or damage to merchandise while it is under his or her control. All risk of loss or damage of the merchandise will pass to Consignee only when Cuddlecircle takes physical possession of the merchandise.
  1. If the merchandise is damaged or lost while in the Consignee's possession, then a Sale, is deemed to have occurred and the Consignee will reimburse Consigner (net of commission fees) based on the damaged or lost merchandise's actual or, where a sale has not occurred, the estimated Net Selling Price(s), which is determined solely by Cuddlecircle.
  1. SALE OF MERCHANDISE
  1. Consignee shall devote [HIS OR HER] best efforts to the sale and distribution of Consigner’s merchandise throughout the territory referred to above.
  1. All sales made by consignee shall be for cash. Credit sales may be made by consignee on written authority only, and on terms which Consigner may approve prior to such sales.
  1. All sales prices shall be fixed by Consignee with necessary input from the Consigner.
  1. Consignee shall not sell Consigner’s merchandise at less than the authorized prices, which prices will be reflected in price schedules that will be furnished to consignee from time to time.
  1. MONTHLY STATEMENTS; COMPENSATION
  1. Consignee shall furnish Consigner with periodic statements indicating all sales transactions during the preceding month and the extent of current inventory. Such statements shall be available to the Consigner in real time and online via the Seller Dashboard on the Consignee’s website.
  1. On the 1st and 16th of each month, till Consigner’s inventory with Consignee is fully sold, Consignee shall remit to Consigner all monies received by Cuddlecircle from the sale of goods, less the net commissions for such sales in accordance with the commission schedule set forth in Exhibit A, which is attached to this agreement.
  1. If Consigner nominated to have monies donated to a preferred charity this will be done in lieu of transfer or the agreed upon percentage will be deducted as applicable. If the 1st or 16th falls on a weekend or holiday, monies will be transferred to Consigner on the next business day.
  1. MANAGEMENT OF CONSIGNEE’S BUSINESS
  1. Consignee shall have entire charge of the management and operation of Cuddlecircle’s business; Cuddlecircle shall furnish all equipment and vehicles, and hire and pay the wages of all assistants and employees required for the operation of Cuddlecircle’s business.
  1. Consigner reserves no supervision or control over consignee in the facilities, employees, and methods to be used and employed by consignee in carrying out the purposes of this agreement, and shall in no event be responsible for negligence of consignee or consignee’s employees.
  1. TITLE TO MERCHANDISE

Consigned merchandise shall remain the property of Consigner until sold in the regular course of business, except that consignee shall be responsible for all shortages of stock.

  1. EMPLOYEE BENEFIT PAYMENTS

Consignee shall and does accept full and exclusive liability for the payment of any and all premiums, contributions, and taxes for workers’ compensation insurance, unemployment insurance, and for pensions, annuities, and retirement benefits, now or later imposed by or pursuant to federal and state laws, which are measured by the wages, salaries, or other remuneration paid to persons employed by consignee in connection with the performance of this agreement. Consignee shall indemnify Consigner against any and all liability for any premiums, taxes, or contributions respecting consignee’s employees that may be assessed against Consigner. Consignee shall enter into any agreement that has been or may later be prescribed by any federal or state governmental body or authority to effectuate the above-stated purposes.

  1. TERMINATION

This agreement is not assignable and may be terminated by either party on 7 days’ written notice to the other. On termination, Consigner shall have the right, for a period not to exceed 1 month following the date of termination, to: (1) use storage facilities located on Consignee’s premises; (2) sell and deliver [HIS OR HER OR ITS] merchandise from such premises; and (3) remove all [HIS OR HER OR ITS] merchandise from the facilities during such period; provided, however, that Consigner shall pay a rental of N50,000 per month for the period such facilities are so used.

  1. GOVERNING LAW

It is agreed that this agreement shall be governed by, construed, and enforced in accordance with the laws of the FEDERAL REPUBLIC OF NIGERIA.

  1. NO WAIVER

The failure of either party to this agreement to insist on the performance of any of the terms and conditions of this agreement, or the waiver of any breach of any of the terms and conditions of this agreement, shall not be construed as waiving any terms and conditions, but such terms and conditions shall continue and remain in full force and effect as if no forbearance or waiver had occurred.

  1. ARBITRATION OF DISPUTES

All disputes, claims, and questions regarding the rights and obligations of the parties under the terms of this agreement are subject to arbitration. Either party may make a demand for arbitration by filing such demand in writing with the other party within 30 days after the dispute first arises.

  1. ATTORNEY FEES

In the event that any action is filed in relation to this agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party’s attorney fees.

  1. EFFECT OF PARTIAL INVALIDITY

The invalidity of any part of this agreement will not and shall not be deemed to affect the validity of any other part. In the event that any provision of this agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

  1. ENTIRE AGREEMENT

This agreement shall constitute the entire agreement between the parties. Any prior understanding or representation of any kind preceding the date of this agreement shall not be binding on either party except to the extent incorporated in this agreement.

  1. MODIFICATION OF AGREEMENT

Any modification of this agreement or additional obligation assumed by either party in connection with this agreement shall be binding only if evidenced in a writing signed by each party or an authorized representative of each party.

  1. PARAGRAPH HEADINGS

The titles to the paragraphs of this agreement are solely for the convenience of the parties and shall not be used to explain, modify, simplify, or aid in the interpretation of the provisions of this agreement.

  1. COUNTERPARTS

This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

CONSIGNER                                                                 CONSIGNEE

                                                                                                                                                    

Authorized Signature                                                     Authorized Signature

                                                                                                                                                      

Print Name and Title                                                      Print Name and Title

 

EXHIBIT A

 

Cuddlecircle is a bespoke full service consignment service unlike other peer-to-peer market places. We take care of all the leg-work for our Consigners, from handling fulfilment, photography, merchandising, marketing, promotions, returns, pricing and listing on the site and this is reflected in our business model and commission structure..

To ensure your items are competitively priced with similar merchandise, all items are evaluated and priced by Cuddlecircle based on our price optimization model. This model takes into consideration the brand, item type, current retail price, price of similar products sold on the site and most importantly the condition of the item.

We aim to sell your items at the highest possible price within the first 30days of it going live on the site. We believe in a fair and transparent pricing policy that enables buyer confidence and ensures you earn the fair market value for your items.

Commission Structure

Tier

Item List Price

Sales Proceeds

Tier 1

Over N15,000

Earn 80% in Store Credit or 75% in Cash

Tier 2

N5,000 - N15,000

Earn 75% in Store Credit or 70% in Cash

Tier 3

Under N5,000

Earn 70% in store credit or 65% in Cash

Your sales proceeds are not affected by returns as Cuddlecircle takes full responsibility for returns.

We do not charge a storage fee as long as an item remains listed on the site. However, if an item has been on the site for more than 60days without a sale, the price will be discounted further and marked as FINAL Sale. If it still doesn't make a sell after a total of 90days on the site, you have the option of donating the items to a preferred charity or have them delivered back to you for a fee.

Delivery Information

SHIPPING

Thank you for choosing to shop at Cuddlecircle. We understand that our customers are primarily parents who need items delivered on time and intact so we promise to make your shopping experience as stress free as possible. Please review our shipping costs and estimated delivery timelines but do take note of the following tips:

*LAGOS A

GBAGADA, OGUDU, IYANA OWORO,  ALAUSA, , OJOTA, KETU, MILE12, IKEJA, MARYLAND/MENDE ,COMPUTER VILLAGE, LOCAL AIRPORT(MMA2), OSHODI, MMA1, IJORA, IGANMU, COSTAIN, ALAKA , SURULERE, YABA, PALM GROVE, ONIPAN, OBANIKORO, ANTHONY WAY, JIBOWU, YABA, SHOMOLU

*LAGOS B

IKOYI, OBALENDE,MARINA,OSBORNE, DOLPHIN ESTATE, PARK VIEW, BANANA ISLAND VICTORIA ISLAND , ONIRU, LEKKI 1, 2ND ROUND ABOUT, 3RD ROUNDABOUT, 4TH ROUND ABOUT, OSAPA LONDON, ALPHA BEACH, FEMI OKUNNU, AJAH, CHEVRON, AGUNGI, VGC,CHISCO.

*LAGOS C

MAGODO/ SHANGISHA, OTEDOLA ESTATE(OMOLE1) BERGER, OGBA, OJODU BERGER,APAPA, GRA OLODI-APAPAKIRIKIRI, FESTAC, MILE 2, ISOLO, IDIMU, EGBEDA, IYANA-PAJA, ABULE EGBA, IJU, AKUTE, AMUWO-ODOFIN, IPAJA, IKOTUN, GOWON EST, JAKANDE SATELLITE TOWN, AGEGE

*LAGOS Suburbs

SANGOTEDO , ABRAHAM ADESANYA, LOKWE , EPE, NAVY TOWN ,ALABA, LASU, OKOKOMAIKO, VOLKSWAGEN, TRADE - FAIR ,BARUWA , IKORODU, OWODE, LAGOS-ABEOKUTA EXP WAY, OJO, IBA

*Outside Lagos

Please contact us to confirm if we currently ship to your exact location

 

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