Contract for the sale of products at the Chic Placard boutique
Here is the contract that binds the craftsman and Chic Placard for the sale of products on consignment to the store.
1. Preamble
Considering that in the course of the activities of his business, the seller sells various goods at retail;
Considering that the seller wishes to retail various goods belonging to the supplier;
Considering that the supplier agrees to deposit various goods for sale with the seller, subject to the following provisions;
Considering that the parties wish to confirm their agreement in writing;
WHEREAS the parties have the capacity and quality to exercise all the rights required for the conclusion and execution of the agreement noted in this contract;
AS A CONSEQUENCE OF THE FOREGOING, THE PARTIES AGREE AS FOLLOWS:
1.0. PREAMBLE
The preamble is an integral part of this contract.
2.0. OBJECT
On the express condition that Seller observes, respects and complies with each and every term, condition and stipulation of this Agreement, Supplier agrees to deposit various goods (hereinafter collectively referred to as “the Goods”) at the place of business. from the seller for a period of two (2) months, automatically renewable unless notified by one of the two parties. Each of the goods deposited must be described on the delivery notes accompanying said goods, an example of which appears in the appendix to this contract. Furthermore, the seller expressly acknowledges that this contract applies to all goods coming from the supplier, more fully described on said delivery notes.
3.0. CONSIDERATION
In consideration of the deposit of the goods by the supplier, the seller undertakes and undertakes to offer them for retail sale, in the course of the activities of his business, in an efficient and professional manner, at his place of business. indicated above in accordance with the provisions of this contract and on its online store.
4. Special provisions
4.0. Reservation of property rights
All Goods deposited by the Supplier with the Seller are and remain the exclusive property of the Supplier until sold by the Seller and any consideration received by the Seller in connection with the sale of all Goods shall be deemed to have been received by the latter, as agent of the supplier.
4.1. Selection of goods by the seller
Both parties agree on a pre-selection of the goods that will be put up for sale. The supplier undertakes to respect the seller's selection and in the event of delivery of goods not previously selected by the seller, the latter will indicate "returned" on the delivery note and the supplier undertakes to come and collect these goods, by his own means and at his own expense, within ten (10) days. In addition, the supplier remains responsible for these goods during this period. If these items are not collected within the specified time, the seller may donate these goods to an organization of their choice.
All goods received and accepted by the seller must be noted “Received” by the seller on the delivery note with the date. The seller becomes responsible for the loss and damage of goods delivered to him and correctly identified on the delivery note, for the entire duration of the contract, as soon as the delivery note is completed and signed.
The seller is not required to accept a minimum quantity of products, or different models offered by the supplier.
5. Delivery of goods by the supplier
5.0. Condition of goods delivered
The supplier must deliver the goods to the seller in perfect salable condition and without defects, to the latter's place of business or any other location agreed between the parties. The supplier must bear the costs of packaging and delivering the goods. The seller cannot be held responsible for any damage that may result from a delay or lack of delivery of goods or from breakage. He must notify the supplier within five (5) days of any issues arising from a planned delivery to his place of business.
5.1. Delivery notes
All delivery notes accompanying the goods will include the following statement:
“The goods indicated on this delivery note remain the property of the supplier and are subject to a sale contract entered into dated……”.
The seller will leave a model delivery note with the supplier which must be completed before or during receipt of the goods. The supplier can use its own template if the information is complete at the discretion of both parties.
The seller agrees in advance and expressly acknowledges that all goods deposited with him will indeed be those appearing on the delivery notes accompanying said goods, unless the seller gives notice to the supplier, within five (5) days of receipt of said goods, of any anomaly that may be found on said delivery notes or concerning the goods delivered to it. Failing this, the delivery notes will be deemed to comply with the agreement between the parties and the goods will be deemed to have been received in good physical and operating quality and in exact quantity.
The supplier establishes the exchange value of each item on the delivery note. The seller recognizes this amount as being the value that he must pay to the supplier upon the sale of said good, within the deadlines and conditions described in this contract.
The supplier must include on the delivery note a complete description for each new product delivered to the seller. In addition, the supplier must ensure that its products comply with retail sales and quality and identification standards for each of its products. The seller reserves the right to refuse and return goods that do not comply with a standard or law in force in Canada.
The supplier indicates on the delivery note the usual retail price for its product. The seller reserves the right to set the retail selling price of the good and undertakes to remit to the supplier the exchange value of the said good following its sale, according to the clauses of this contract, even if the price of sale is less than the exchange value. The seller reserves the right to include or exclude goods from promotions offered on all products it offers for sale.
5.2. Returns
The seller reserves the right to return any unsold goods to the supplier after a period of 2 months. The supplier who receives a notice of return of a good undertakes to recover it, by his own means and at his own expense, within ten (10) days. If these items are not collected within the specified time, the seller may donate these goods to an organization of their choice.
The supplier may request the return of delivered and unsold goods without terminating this consignment contract. He must make the request in writing to the seller and both parties must annotate the delivery note of the good to write “returned” with the date. The seller is therefore released from his liability for the property and is no longer required to pay the exchange value of the property. The seller may refuse to return a good if he demonstrates that the good is currently in reserve for a customer. He has two (2) days to respond to the supplier. If the seller chooses to keep the good, the exchange value of the good automatically becomes payable to the supplier, even if it is not officially sold by the seller. The latter cannot return the goods thus preserved to the supplier, even after the usual two (2) month duration of the sales agreement.
6. Sale of goods
6.0. Special identification of goods.
Upon receipt of the goods and before they are offered for sale, the seller must identify them so as not to confuse them with other goods belonging to the seller or offered for sale by the latter.
6.1. Presentation and display
Once received, packaging and delivery of the goods to the Seller's customers becomes the responsibility of the Seller. When the good is sold, whether in store or online, the seller is responsible for delivering the good to his customer and must assume loss, breakage or theft linked to the delivery of the good up to the value. exchange as entered on the delivery note by the supplier. The supplier is not responsible for any delay, breakage or loss of the goods upon delivery of the goods by the seller.
The seller must offer the products for sale in his store in a professional manner. The arrangement of physical goods in the store is at the sole discretion of the seller, as long as they are actually placed in view of customers in an aesthetic and safe manner to promote the sale of the goods.
The seller reserves the right to reformulate the description when displaying the products while committing to respecting the accuracy of each information. The seller is responsible for taking and publishing photos of the same level of quality as for all of the products he offers for sale.
6.2. Property inspection
The supplier can come and report his goods deposited with the seller while respecting his opening hours.
6.3. Property Insurance
The seller must have commercial insurance that includes the seller's goods for the period that the goods are physically in the seller's custody. The insurance must cover fire, theft, vandalism, fraud and water damage as usually included in insurance coverages. In the event of a covered loss, the exchange value of the goods will be submitted to the seller's insurer. The amount actually owed to the supplier will be established by the insurer and the seller will only be required to pay the amount actually reimbursed by the insurer. No other amount in compensation may be claimed by the supplier from the seller or its insurer. The supplier cannot claim the value of the goods from another insurer if the seller has submitted the claim to his own insurer.
The supplier may choose to exclude its goods from the seller's commercial insurance and this mention must then appear on the delivery note. In the event of a loss, the seller cannot be required to pay any sum whatsoever to the supplier as compensation.
7. Goods sold
7.0. Sales report
A sales report will be sent for each month by the seller to the supplier by email. The report must be sent a maximum of five (5) days after the last day of the month. The report will accumulate the entire inventory of goods received by the seller, including the quantity and exchange value of each good as established on the delivery note(s). The total to be paid to the supplier by the seller will be calculated clearly.
Under no circumstances will the seller be required to disclose the confidential information of its customers whether or not related to the sale of the supplier's goods.
7.1. Billing
Following receipt of the sales report, the supplier undertakes to invoice the seller for the products sold. The invoice must include the usual information, namely the identity of the supplier, the date and an invoice number. If the supplier is registered for taxes, he will have to charge taxes on his products and he is responsible for remitting them to the responsible authorities. Their invoice must detail their tax numbers and comply with provincial and federal laws.
7.2. Payment to supplier
A payment by bank transfer will be sent to the supplier by the seller within ten (10) days following receipt of the invoice. There will be no payment by check or cash or any payment without an invoice.
To simplify accounting operations, if your payment due is less than $30, it could be deferred and paid the following month.
The seller charges taxes to its customers for the sale of consignment goods and is responsible for including these taxes in its government reports and for properly remitting them to the responsible authorities.
7.3. Guarantee offered to customers purchasing goods
The supplier undertakes to offer a reasonable guarantee for the goods sold as defined by the Office of Consumer Protection of Quebec. This guarantee must include:
- Guarantee of use
- Reasonable duration guarantee
- Guarantee against hidden defects
The customer who wishes to take advantage of the guarantee for his property must contact the seller who will then provide his customer with the information to contact the supplier directly and make an agreement with him directly. The seller can act as a matchmaker if necessary to facilitate the process but cannot be held responsible for whether or not the legal warranty is applied to the product. If the seller chooses to reimburse his customer without having previously made an agreement to this effect with the supplier, he then does so at his own expense and will become responsible for negotiating the guarantee with the supplier without the latter being bound by non-specific clauses. usually included according to the Consumer Protection Office.
7.4. Compliance with legislation
The supplier undertakes to comply with all legislation in force relating to the manufacturing and marketing of its goods. Any goods delivered to the seller and suspected of being counterfeit, copied or not having legal licenses for their manufacture will be systematically excluded from the contract and the supplier must recover them, by its own means and at its expense, within ten ( 10 days. If these items are not collected within the specified time, the seller may donate these goods to an organization of their choice.
In the event of proceedings against the seller relating to the supplier's goods, the seller cannot be considered liable and the supplier must respond to the suit by its own means. The seller cannot be held responsible for the illegal or dishonest activities of its supplier.
See in the appendix a non-exclusive list of the main legislations in force which the supplier must respect so that its goods are acceptable to be submitted for sale by the seller.
On the other hand, the seller must also demonstrate transparency regarding its application of the legislation in force and must respect the deemed use of the good as defined by the supplier in its marketing.
If the seller himself is indicted for a crime directly related to the sale of the goods, the supplier cannot be held responsible for the seller's illegal activities.
In the event of legal proceedings against either of the two parties, whether or not the proceedings are linked to the goods offered for sale under this contract or to commercial activities directly or indirectly linked to this contract, one or either party may choose to terminate this agreement.
8. Duration of the contract
8.0. Duration and renewal
This contract is automatically renewable every twelve (12) months.
8.1. Termination
This contract may be terminated at any time by either party with twenty (20) days written notice prior to termination of the contract. The supplier undertakes to recover, by its own means and at its expense, within ten (10) days following the date of termination of the contract all goods belonging to it. If these items are not collected within the specified time, the seller may donate these goods to an organization of their choice.
9. Diligence
The parties undertake to respect the contract in force and to act with diligence and good faith.
