Consignment Contract for the United States

Consignment Contract Template for United States

A Consignment Contract is a legally binding agreement governed by U.S. law, particularly the Uniform Commercial Code (UCC), that establishes terms between a consignor (owner of goods) and a consignee (seller) for the sale of goods. The document outlines the arrangement where the consignee takes possession of goods while the consignor retains ownership until sale, specifying commission structures, payment terms, risk allocation, and responsibilities of both parties. It includes provisions for compliance with federal and state regulations, including UCC filing requirements and consumer protection laws.

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What is a Consignment Contract?

Consignment Contracts are essential documents in U.S. commercial transactions where owners wish to sell goods through third parties while maintaining ownership until final sale. These agreements, regulated primarily by the Uniform Commercial Code and state-specific laws, are commonly used in retail, art sales, and various commercial sectors. A well-drafted Consignment Contract addresses critical aspects such as title retention, commission structures, risk allocation, insurance requirements, and compliance with federal and state regulations. The document provides legal protection for both parties and clarity on their respective rights and obligations throughout the consignment period. It's particularly important for establishing clear terms regarding inventory management, payment schedules, and dispute resolution procedures.

What sections should be included in a Consignment Contract?

1. Parties: Identification of consignor and consignee, including legal names and addresses

2. Background: Context of the consignment arrangement and purpose of the agreement

3. Definitions: Key terms used throughout the agreement including 'Consigned Goods', 'Commission', 'Net Proceeds'

4. Consignment Terms: Core terms including title retention, delivery, pricing, and commission structure

5. Duties and Responsibilities: Obligations of both consignor and consignee

6. Risk and Insurance: Allocation of risk and required insurance coverage

7. Payment Terms: Payment schedule, method, and reporting requirements

8. Term and Termination: Duration of agreement and termination provisions

What sections are optional to include in a Consignment Contract?

1. Marketing and Display: Requirements for product display and promotion (used for retail consignment arrangements)

2. Exclusivity: Terms regarding exclusive rights to sell consigned goods (used when exclusive distribution rights are granted)

3. International Shipping: Terms for international consignment arrangements (used for cross-border consignments)

4. Digital Rights: Terms regarding online sales and digital marketing (used for e-commerce consignment arrangements)

What schedules should be included in a Consignment Contract?

1. Schedule A - Consigned Goods: Detailed list of consigned items including descriptions and pricing

2. Schedule B - Commission Structure: Detailed breakdown of commission rates and calculations

3. Schedule C - Operating Procedures: Specific procedures for handling, storing, and selling consigned goods

4. Appendix 1 - Insurance Requirements: Detailed insurance requirements and coverage specifications

5. Appendix 2 - Reporting Templates: Standard forms for sales reporting and inventory tracking

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

Jurisdiction

United States

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Clauses
Industries

Uniform Commercial Code (UCC): Primary federal commercial law framework governing consignment, including Article 2 (Sales), Article 9 (Secured Transactions), consignment definitions under ยง 9-102(a)(20), and UCC-1 Financing Statement requirements

State-Specific Consignment Laws: Individual state requirements for consignment arrangements, including specific notices, filings, and state-level consumer protection regulations that vary by jurisdiction

Federal Trade Commission Regulations: Federal regulations governing fair business practices, disclosure requirements, and consumer protection, particularly relevant when dealing with consumer goods

Tax Laws: Internal Revenue Code provisions, state and local sales tax requirements, and tax reporting obligations specific to consignment transactions

Consumer Protection Laws: Federal and state laws protecting consumer rights, particularly relevant for retail consignment operations and consumer-facing transactions

Bankruptcy Code: Federal bankruptcy laws governing protection of consignor's rights in bankruptcy proceedings and perfection requirements for consignment interests

Title and Risk Provisions: Legal requirements regarding title retention, risk of loss allocation, and insurance requirements in consignment arrangements

Financial Terms Regulations: Laws governing commission structures, payment terms, and financial obligations between consignor and consignee

Contract Duration and Termination Laws: Legal framework governing contract duration, termination rights, and notice requirements for ending consignment relationships

Dispute Resolution Requirements: Legal requirements for dispute resolution procedures, jurisdiction, and venue provisions in consignment contracts

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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