CONSIGNMENT AGREEMENT

1. On Repeat is granted the sole and exclusive right to market and sell the Presented Item for the duration of this Agreement. During this term, you agree not to engage any other party for the sale or marketing of these items.

2. This Agreement becomes effective upon On Repeat's receipt of the Presented Items and shall supersede and replace any and all prior agreements. For the sake of clarity, any items in the possession of On Repeat at the time the Presented Items are received will be subject to and exclusively governed by these Terms. Any prior agreement between the parties shall be expressly excluded.

3. The Consignment Agreement is valid for twelve (12) months.

4. The minimum consignment period is nine (9) weeks from the date the Presented Item is listed.

5. The Consignor agrees that each item consigned will be listed for the full duration of the Consignment Period, which is the minimum required term. Should the Consignor choose to terminate the consignment early, the full consignment commission fee will be charged. Upon the expiration of the Consignment Period, any unsold items may be retrieved by the Consignor at no additional cost. Consignors first item for consignment and first remits the Consignment Agreement to Consignor.

6. The Consignor may request the return of any Consigned Item at any time during the Consignment Period, with return shipping fees being the Consignor's sole responsibility, and the Consigner accepts all risk of loss during transit. On Repeat will remove listings for any returned Consigned Item from its website and other selling platforms within a reasonable time frame.

7. The Consignor agrees to supply the Presented Items to On Repeat on a consignment basis. Within fourteen (14) business days of receiving any Presented Item, On Repeat will email the Consignor a Receipt Notice confirming which items have been accepted and which have been rejected. Any rejected items will be returned to the Consignor at the Consignor’s expense.

8. For each item that has been accepted, the Receipt Notice will contain a detailed receipt listing all pertinent details of each Consigned Item, including the initial selling List Price. The List Price will represent On Repeat's valuation of the current resale price, which shall be based on various factors including, but not limited to, market trends, item condition, brand value, the designer, condition, age, type, and availability of the item. The establishment of the List Price is solely at the discretion of On Repeat and will be made in accordance with the terms of this Agreement.

9. The Consignor may set a Minimum Net Selling Price for any Presented Item, which shall be valid for the first 45 days of listing (referred to as the Firm Minimum Net Selling Price). On Repeat may sell Presented Items with a Firm Minimum Net Selling Price only within the price range established by the Firm Minimum Net Selling Price and the initial List Price.

    

10. After 45 days of listing, On Repeat may adjust the List Price and the Firm Minimum Net Selling Price and notify the consignor via email. If the Consignor does not dispute these changes within seven (7) business days of the email, then the Consignor shall be deemed to accepted the new terms. Each Receipt Notice shall be considered an essential clause of this Agreement.

 

DELIVERY OF PRESENTED ITEMS

11. The Consignor is responsible for delivering the Presented Items to one or more of On Repeat's warehouses and/or retail locations, bearing all risk of loss or damage to the Presented Items during transit. On receiving the Presented Items, On Repeat will conduct an initial inspection to ensure the Presented Item meets the consignment standards.

 

ACCEPTANCE OF PRESENTED ITEMS

12. On delivery of the Presented Items, On Repeat will assess the item. On Repeat must check the quantity against the delivery confirmation and visually inspect the Consigned Items for their quality, condition, and saleability.

13. Final acceptance is based on an in-person inspection by On Repeat’s internal processing Team. Consignor will not be eligible for the Commission (defined below) or any other sales commission, profit sharing, or similar compensation for any item not accepted. The Consignor will be provided with an opportunity to pick up a rejected item. If the Consigner does not retrieve any item not accepted within thirty (30) days or fails to respond to On Repeat requests return shipping information within this timeframe, then the item will be deemed abandons to On Repeat. The Consignor then forfeits any rights or claims to these items or any proceeds from them.

 

FREIGHT & INSURANCE 

14. Unless otherwise agrees by the parties:

     

• The Consignor will arrange for the freight of the Consigned Items to the Delivery Address on the Delivery Date at its sole cost and expense; and

• The Consignor is responsible to arrange insurance of the Consigned Items during freight.

15. The Consignor will use its preferred carrier for delivery of the Consigned Items.

 

PAYMENT; SALE PRICE AND COMMISSIONS

16. Subject to the sale of any Presented Item, On Repeat will pay to the Consigner the Sale Price less the Commission and any other reasonable or pre-agreed costs incurred by On Repeat in the sale of the Presented Item (s). Payment to the Consignor shall be made in accordance with the Payment Terms as defined by the commercial terms following the successful sale and delivery of the Presented Item.

17. The Commission will be Consignor's sole compensation under this Agreement for any Presented Item. The commission rate used to calculate the Commission for each Presented Item are as follows:

 

HANDBAGS AND SMALL LEATHER GOODS
CONSIGNMENT PRICE EXCLUDING GSTFEE PERCENTAGE	COMMISSION
$1.00 - $499.00 AUD	45%
$500.00 - $2,499.00 AUD	35%
$2,500.00 - $4,999.00 AUD	25%
$5,000.00 - $9,999.00 AUD	20%
$10,000.00 + AUD	15%
SHOES, CLOTHING, COSTUME JEWELLERY AND OBJECT
CONSIGNMENT PRICE EXCLUDING GSTFEE PERCENTAGE	COMMISSION
$1.00 - $499.00 AUD	45%
$500.00 - $2,999.00 AUD	40%
$3,000 - $4,999 AUD	30%
$5,000.00 + AUD	20%
TIMEPIECES AND FINE JEWELLERY
CONSIGNMENT PRICE EXCLUDING GSTFEE PERCENTAGE	COMMISSION
$1.00 - $2,999.00 AUD	45%
$3,000.00 - $7,999.00 AUD	35%
$8,000.00 - 11,999.00 AUD	25%
$12,000.00 - $15,999.00 AUD	20%
$16,000.00 + AUD	15%

 

18. The parties acknowledge and agree that the Commission is fixed for the duration of the Term and may only be adjusted or varied upon the prior express agreement of the parties.

19. The Consignor agrees to provide On Repeat with their credit card details to cover any fees or payments stipulated in this Agreement. The Consignor authorises On Repeat to charge their credit card for all applicable payments and fees under this Agreement, including but not limited to return shipping fees and any early termination fee.

     

20. In the event that the Consignor's credit card fails to process a payment, On Repeat Six will notify the Consignor, who will then have four weeks to update their credit card information. Failure to update the credit card information within this period will result in the associated Consigned Items being deemed abandoned to On Repeat Six, with the Consignor forfeiting any rights or claims to these items or any related proceeds.

 

TITLE TO PRESENTED ITEMS

21. Title to and ownership of each Presented Item will remain with Consignor until such time as the Presented Item is:

• Sold directly or indirectly by On Repeat;

• Lost or stolen from On Repeat’s inventory;

• Damaged or destroyed while in On Repeat's possession;

   

• Declared an Item Not Accepted, and Consignor does not request its return;

• Otherwise not physically present in On Repeat's inventory.

 

CONSIGNOR'S REPRESENTATIONS AND WARRANTIES AND INDEMNIFICATION

22. The Consignor represents and warrants that:

• The Consignor is the sole legal owner of each Presented Item;

• The Consignor has no reason to believe any Presented Item is stolen or counterfeit;

• The Consignor obtained each Presented Item legally with clear title;

• The Consignor further warrants and represents that any description of any Presented Item provided to On Repeat is complete, true, and accurate, with no undisclosed defects. Consignor additionally warrants that:

• (i). No Presented Item infringes upon or violates any trademark, copyright, or other proprietary right of any third party, any state or federal law, or any administrative regulation;

• (ii). All Presented Items deposited with On Repeat are authentic;

• (iii). the Consignor has not made any misrepresentations regarding the authenticity of any Presented Item.

23. The Consignor agrees to release, hold harmless, defend, and indemnify On Repeat and its officers, directors, shareholders, agents, and employees from any and all liability, including attorneys' fees and costs, resulting from any claims related to On Repeat's display, transport, or sale of any Presented Item, including but not limited to civil or criminal suits concerning authenticity, legality, ownership, copyright or trademark infringement, or any other claim or litigation. Furthermore, Consignor represents and warrants that by delivering the Presented Items to On Repeat, the Consignment Agreement, no rights of any third parties or trademark holders will be violated.

24. The Consignor indemnifies and will keep indemnified On Repeat (including each Associated Entity) against all expenses, Losses, damages, Costs that On Repeat and any Associated Entity may sustain or incur as a result of any:

25. breach of this Agreement:

• Consigned Item or its description provided by Consignor to On Repeat is deemed disingenuous by the trademark holder, Consignor will assume all liability regarding the disingenuous and infringing item(s);

• Any claim by any third party that the Consigned Item is either stolen or counterfeit;

• Incorrect, improper, or out-dated information for any information relating to the Consigned Item, and

• Except to the extent that On Repeat materially contributed to such expenses, Losses, damages, Costs.

26. The parties acknowledge and agree that each indemnity included in this Agreement is a separate and independent obligation and no single indemnity limits the generality of another indemnity.

 

TERMINATION

27. Without prejudice to any other right under this Agreement, either party may terminate this Agreement:

• Without cause:

• (i). On Repeat: on thirty (30) days’ prior written notice; and

• (ii). Consigner: on ninety (90) days prior written notice; or

• immediately, in the event of:

• (i). an Insolvency Event affecting the other party; or

• (ii). the other party’s breach of this Agreement which remains unremedied for a period of seven (14) days following written notice; or

• with notice, in the event of:

• (i). On Repeat determination that a Presented Item is stolen or counterfeit.

 

SPECIAL CONDITIONS

28. If any Special Conditions have been separately agreed between the parties, then the parties agree that those conditions shall apply in the event of any inconsistency with these Terms and Conditions.

 

AMENDMENTS

29. This Agreement supersedes any prior consignment agreements between the parties. Any Presented Items in On Repeat's possession on the date of this Agreement will be governed by the terms and conditions of this Agreement and not by any prior consignment agreements. No amendment, modification, or waiver of any terms of this Agreement is valid unless it is in writing and approved by On Repeat's CEO. On Repeat may amend this Agreement at any time by providing Consignor with a revised version, effective five (5) days after Consignor's receipt of the amended agreement. If Consignor disputes such amendment in writing within 5 business days, On Repeat has the right to modify the Agreement to address Consignor's concerns or terminate the Agreement, returning any Presented Items still in On Repeat's possession to Consignor at Consignor's shipping and processing expense, following the terms of this Agreement. No items will be shipped until On Repeat has a valid credit card on file from Consignor.

 

CHOICE OF LAW; JURISDICTION

30. The Parties agree that these Terms shall be exclusively governed by the laws of the State of New South Wales, excluding any conflict of laws rules.

 

SEVERABILITY

31. If one or more provisions of this Agreement are declared invalid, illegal, or unenforceable in any jurisdiction, it will not affect the validity, legality, or enforceability of the remaining provisions, which will continue in full force and effect. Any such declaration will not invalidate or render unenforceable the provision in any other jurisdiction.

 

NOTICES

32. All notices, demands, or other communications required or desired under this Agreement, including Notices, must be sent to:

     

• Consignor

Email: at the email address provided in the Consignment Form.

• On Repeat

Address: 1 Transvaal Avenue, Double Bay, New South Wales, 2028, Australia.

Email: contact@onrepeat.com

33. Notices must be sent in writing via Registered Mail or email.

34. Either party may change their address for receiving notices by providing written notice to the other party. Consignor is responsible for keeping their email address information up-to-date with On Repeat. Consignor agrees that all agreements, disclosures, communications, and other Notices provided by On Repeat via email satisfy any legal requirements for written communication.

 

CONFIDETIALITY

35. Except as required by law, neither party may disclose to any third party, without the express consent of the other party the existence of, or details in, this Agreement or any other Confidential Information may provide relating to it, this Agreement, and On Repeat’s business activities.

36. The parties acknowledge that the Confidential Information and the information contained in this Agreement is commercially sensitive information and a trade secret to On Repeat and the release of such information would cause significant financial and business damage to the business and affairs of On Repeat.

37. The Consignor must not, without the written consent of On Repeat (which may be withheld at its discretion), provide any part of this Agreement to any third party.

     

38. The Consignor must at all times safeguard On Repeat’ Confidential Information and immediately return any Confidential Information given to the Consignor by On Repeat at the request of On Repeat.

39. The Consignor acknowledges and agrees that damages may be inadequate compensation for a breach of this clause, and, subject to the court’s discretion, On Repeat may restrain, by injunction or similar remedy, any conduct or threatened conduct which is or will be a breach of this clause.

40. On Repeat to share this information at their sole discretion.

 

SUCCESSORS AND ASSIGNS

41. This Agreement is binding on both parties and their successors, heirs, and assigns. However, Consignor may not assign their rights under this Agreement. This Agreement does not benefit any third party.

 

HEADINGS

42. Headings used in this Agreement are for convenience only and do not affect the interpretation or intent of the Agreement.

 

DEFINITIONS

43. Capitalised terms not defined elsewhere in this Agreement shall have the following meaning:

Agreement means this Consignment Agreement.

Consignment Form refers to the form which details the specific items that you, the Consignor, agrees to and accept the terms and conditions of this Consignment Agreement.

Consignor refers to you, the person so named in the Consignment Form.

 

Last Updated: February 2024