Consignment Terms

WHEREAS, the Consignor desires to consign to Born Privileged, LLC designer children's clothing, shoes, and accessories, for the purpose of facilitating a sale of the Consigned Goods by Born Privileged, LLC; and

WHEREAS, Born Privileged, LLC desires to accept delivery of the Consigned Goods and to make necessary payment to the Consignor upon the sale of such goods on the terms and subject to the conditions set forth in this Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which the parties hereto both acknowledge, and expressly subject to the provisions of Born Privileged, LLC’s Returns Policy and Terms of Service as noted on bornprivileged.com the Consignor and Born Privileged, LLC hereby agree as follows:

1. Consignment and Sale of Goods

The Consignor agrees the Consigned Goods shall remain the sole property of Consignor until sold.  The Consignor agrees to deliver to Born Privileged, LLC, on consignment, the Consigned Goods. Born Privileged, LLC agrees to devote its best efforts to the sale of the Consigned Goods.  Born Privileged, LLC, shall determine all sale prices and terms of sale.  Born Privileged, LLC hereby acknowledges that it takes possession of the consigned goods only on a consignment basis and it does not acquire any property right or security interest in such Consigned Goods. The consignor’s consignment is not a consignment intended as a security.

2. Title

The title to and property of the Consigned Goods shall remain with the Consignor until such time as the Consigned Goods are sold.

3. Losses and Insurance

Born Privileged, LLC shall be responsible for all shortages, loss, or damage, while Consigned Goods are under the control of Born Privileged, LLC.  Born Privileged, LLC shall maintain insurance in adequate amounts to pay for replacement of the Consigned Goods in the event of such shortages, loss or damage.

4. Payments and Commission
Born Privileged, LLC will pay to Consignor a portion of the sales proceeds which shall be calculated as follows: 60 percent of the gross sales price of Consigned Goods (designer children's clothing, shoes, and accessories) exclusive of any sales tax or shipping charges.  The amount determined in the previous sentence shall be paid to the Consignor 14 calendar days after sale of items(s) via PayPal.

5. Counterfeit Items

Born Privileged, LLC is committed to preventing the sale of counterfeit items.  The Consignor attests to the authenticity of all consigned goods and has not knowingly requested the resale of counterfeit goods.  Items deemed to be counterfeits will be returned to the consignor for a $50 handling fee or discarded.  If the Consignor does not retrieve such items from Born Privileged, LLC within 90 days from the date of notice, then Born Privileged, LLC shall be entitled to treat the item(s) as abandoned.

6. Term

This Agreement shall commence on the day Consigned Goods are received by Born Privileged, LLC and continue for a period of twelve (12) months, with the option to extend for an additional twelve (12) month period upon mutual acceptance.  After the consignment term, Consignor may request return of Consigned Goods. Return shipping expenses shall be paid by the Consignor, and, Born Privileged, LLC shall have no obligation to return such items unless and until Consignor has provided for shipping at its sole expense.

7. Return of Property

At any time during the Consignment Term, Consignor may request the return of all or some of the Consigned Goods from Born Privileged, LLC with reasonable written notice to Born Privileged, LLC.  All costs of removing and returning Consigned Goods shall be the responsibility of the Consignor and Born Privileged, LLC shall have no obligation to return such items unless and until Consignor has provided for shipping at is sole expense.  In addition, if Consignor requests the return of Consigned Goods prior to the end of the Consignment Term, there will be a fee of $15 per item to cover Born Privileged, LLC’s cost of storing, listing, and photographing Consigned Goods.

8. Assignment

Consignor shall not assign any of their rights under this Agreement, or delegate the performance of any of the obligations or duties hereunder, without the prior written consent of Born Privileged, LLC and any attempt by Consignor to so assign, transfer, or subcontract any rights, duties, or obligations arising hereunder shall be void and of no effect.

9. Notices

Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during receiving party’s regular business hours or by email before or during receiving party’s regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid, to the addresses heretofore below, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this section.

10. Governing Law

This Agreement is to be construed in accordance with and governed by the internal laws of the State of New Jersey, USA.

11. Dispute Resolution

All disputes under this Agreement shall be settled by arbitration before a single arbitrator pursuant to the commercial law rules of the American Arbitration Association. Arbitration may be commenced at any time by any party hereto giving written notice to the other party to a dispute that such dispute has been referred to arbitration. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto.
This provision for arbitration shall be specifically enforceable by the parties and the decision of the arbitrator in accordance herewith shall be final and binding without right of appeal.

12. Severability

If any provision of this Agreement shall be held to be illegal, invalid or unenforceable under present or future laws, such provisions shall be fully severable, this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and, the remaining provisions of this Agreement shall remain in full force and effect.

13. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORIZED ACCESS TO INFORMATION, DAMAGES FOR LOSS OF PROFITS, INCURRED BY THE OTHER PARTY ARISING OUT OF THE SERVICES PROVIDED UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL NEITHER PARTY’S LIABILITY ON ANY CLAIM, LOSS OR LIABILITY ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT SHALL EXCEED THE AMOUNTS PAID TO CONSIGNOR DURING THE 12 MONTHS PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM OR ACTION BY BORN PRIVILEGED, LLC.

14. Indemnification

Each party shall at its own expense indemnify and hold harmless, and at the other party’s request defend such party its affiliates, subsidiaries, successors and assigns officers, directors, employees, sub licensees, and agents from and against any and all claims, losses, liabilities, damages, demand, settlements, loss, expenses and costs (including attorneys’ fees and court costs) which arise directly or indirectly out of or relate to (a) any breach of this Agreement, or (b) the gross negligence or willful misconduct of a party’s employees or agents;

15. Entire Agreement; Amendment:

This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, communications and agreements, whether written or oral, between the parties relating to the subject matter hereof and all past courses of dealing or industry custom. No modification of or amendment to this Agreement shall be effective unless in writing and signed by each of the parties.

16. Waiver

The waiver by either party of a breach of or a default under any provision of this Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.

17. Captions

The headings used in this Agreement are for convenience only and shall not be used to limit or construe the contents of any of the sections of this Agreement.

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  Born Privileged is near and dear to my heart. Inspired by my daughter, Tristyn Olivia, who loves to dress like Mommy! After investing in covete...

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