Consignment Sales Agreement

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[manufacturer], referred to as SELLER, and [person receiving goods], referred to a CONSIGNMENT MERCHANT, agree:

[manufacturer] consigns to [person receiving goods] the following goods:

[describe goods]

The title shall remain in the SELLER at all times until a final sale. SELLER may recall and take possession of the consigned property at any time.

Insurance Clause (optional)

State if CONSIGNMENT MERCHANT has responsibility to maintain insurance with SELLER listed as "Loss Payee". Note if SELLER has the right to maintain such insurance should CONSIGNMENT MERCHANT fail to maintain it.


CONSIGNMENT MERCHANT shall sell the goods consigned at a price not below $ [minimum sales price].

As compensation, CONSIGNMENT MERCHANT shall receive a commission of [commission rate]% per sale.

CONSIGNMENT MERCHANT shall provide an accounting, under oath, or otherwise verified, every [number of days between accountings] days to SELLER. Each accounting shall be accompanied by payment in full for all amounts due. Should any sums not be paid when due, then SELLER shall have the right, but not obligation, to repossess all merchandise of SELLER's in CONSIGNMENT SELLERS possession. All sums due, but unpaid, shall bear an interest rate of [rate, e.g. 10%].

CONSIGNMENT MERCHANT shall permit an audit by representatives of [manufacturer] of all of its books and records, together with a physical inspection of the premises and inventory of goods at such times as SELLER may desire.

CONSIGNMENT MERCHANT herewith grants a lien to SELLER in the proceeds of the sales of SELLER's goods.

The proceeds of the sale of the goods of SELLER shall be deposited in a special escrow account and shall not be commingled with the funds of [person receiving goods], or the funds of others. [person receiving goods] shall provide proof of compliance with this requirement by forwarding proof of said account's being opened, and shall also request that the banking institution provide to [manufacturer] a copy of each periodic bank statement directly. The funds received shall be deemed to be trust funds and shall be deemed top be held in trust and for the sole benefit of [manufacturer]. [person receiving goods] is authorized, provided that all accountings are timely filed and all sales proceeds have been deposited to withdraw its commission from the account. However, should any instruments accepted by [person receiving goods] not be honored, [person receiving goods] shall remain liable to repay the same.

This agreement is for "sale or return." CONSIGNMENT MERCHANT shall have [number of days allowed for return] days from the date of delivery of the consigned goods to either sell or pay for the goods, or return the same. Should CONSIGNMENT MERCHANT fail to pay or return the same within such time period, then the goods shall be deemed to be purchased by CONSIGNMENT MERCHANT, and shall be paid for within 30 days, net.

Freight for return shall be paid by SELLER. SELLER shall have the right to designate the carriers.

This agreement shall not be construed to provide a dealership or franchise in CONSIGNMENT MERCHANT. SELLER shall be free to sell on whatever terms it may desire, the goods or other lines sold herein, to any entities that it may desire. Unless under a separate writing a dealership or franchise is provided, [person receiving goods] shall have no such rights under this agreement.

Further, [manufacturer] shall not be obligated to ship any further goods unless it so desires. [manufacturer] during the course of this agreement may requested, and [person receiving goods] agrees to provide a financial statement showing its current financial status, to [manufacturer]. Although the financial statement shall not be required to be an audited one, a statement under oath shall accompany the same stating that the statements are materially true and correct.

[person receiving goods] herewith authorizes [manufacturer] to file such financing statements or any other documents or official filings that may be required and [manufacturer] may execute these on behalf of [person receiving goods].


Dated: __________________



For [manufacturer]


For [person receiving goods]


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