The terms and conditions set forth below constitute a contract between you and Consigned Sealed Delivered (CSD) (the "Agreement"). Please thoroughly review the terms of this Agreement. You must agree to the terms of this Agreement to consign goods with CSD.
CSD’s Terms of Service located at: www.CSD.shop are also included in this Agreement and apply to your and CSD’s activities under this Agreement.
Once you agree to the terms of this Agreement, it will remain in effect until termination by you or CSD.
1. PRODUCT INFORMATION AND APPROVAL PROCESS
1.1 CSD purchases, markets, and sells luxury designer items, clothing, accessories, jewellery, watches, furniture, home goods, and fine art, both in-store and through www.csd.shop (the "Website").
1.2 You desire for CSD to sell your items (the "Property") on a consignment basis, meaning that you (not CSD) will still own the Property after you transfer physical possession of the Property to CSD.
1.3 You agree to complete the Approval Process consisting of (1) submission of a webform through the Website and (2) either a binding Online Quotation or Virtual and/or Office Consultation.
- Webform: To submit an item of Property for consignment with CSD, you will first complete the online form located at https://csd.shop/start-selling/. You must include your full name, date of birth, address, phone number, and email. You must also provide a full and accurate description and a minimum of four (4) colour photographs of the Property. You are solely responsible for the accuracy and truthfulness of the information provided in the webform and throughout the Approval Process.
- Online Quotation: you will be offered the choice between receiving an Online Quotation for your item(s) or scheduling a consultation with a CSD specialist. Should you select to receive an Online Quotation, you will be required to submit an additional six (6) photos of your item(s), for a total of ten (10) photos. Within two (2) business days of your online submission, you will receive an email from CSD notifying you whether your Property has been accepted into its consignment program (“Accepted”), subject to authentication, and containing the offer price for your Property (“Offer Price”). THE OFFER PRICE WILL BE DETERMINED BY CSD AT CSD'S SOLE DISCRETION.
- Virtual and/or Office Consultation: If you elect to schedule a Virtual and/or Office Consultation (the “Consultation”), you will receive an email notification from CSD to schedule the Consultation. Within two (2) business days of the Consultation, you will receive an email notifying you whether CSD has chosen to provide you with an Offer Price(s) for the Property. OFFER PRICES WILL BE DETERMINED BY CSD AT CSD'S SOLE DISCRETION unless previously agreed in writing. Offer Prices are subject to change upon CSD’s receipt and physical inspection of the Property. CSD has the sole discretion to accept or reject the Property upon its receipt and physical inspection of the Property.
1.4 You will have 14 days from receipt of the Offer Price to accept the Offer Price, meaning that you agree to provide the Property to CSD for the Offer Price. Execution of this Agreement shall constitute valid acceptance of the Offer Price.
1.5 Once the Offer Price is accepted and CSD receives the Property, CSD will list the Property as available for sale on the Website and/or in its retail store(s).
2. PRODUCT DELIVERY, RISK OF LOSS
2.1 Once the Property is Accepted by CSD, you may either (1) deliver the Property to a CSD retail location; (2) ship the Property to CSD using a printable, prepaid shipping label (for shipments within the UK and EU); or ship the Property to CSD - Unit 101, Avro House, 7 Havelock Terrace, London SW8 4AS, at your expense - if the total value is below £3,000 (for shipments outside the UK and EU). The Property must be delivered to CSD within fourteen (14) business days of Acceptance of this Agreement.
2.2 CSD, at its sole discretion, may offer White Glove Service to retrieve the Property.
2.3 PROPERTY IS ACCEPTED BY CSD SOLELY ON A CONSIGNMENT BASIS. Until CSD takes physical possession of the Property, you are responsible for the risk of loss or damage to the Property.
2.4 If Property is damaged, stolen or lost while in CSD's physical possession, CSD will pay you a commission, determined at its sole discretion. This will be your only remedy and entire recourse against CSD for Property that is damaged, stolen, or lost, and is in lieu of any other available remedy.
3. INSPECTION AND AUTHENTICATION
3.1 Upon its physical possession of the Property, CSD will inspect the property to assess its authenticity, condition, and identify any undeclared damage. At its sole discretion, CSD will determine the Property's authenticity, quality, and value. The condition of the Property will affect its valuation.
3.2 CSD only accepts Property for consignment (a) that CSD determines in its sole discretion to be in very good to excellent condition; See FAQ for details on our condition guidelines; (b) that CSD determines in its sole discretion to be authentic; and (c) for which the representations and warranties you make in the “Representations, Warranties, and Indemnification” section below are true.
3.3 If the Property is not as described or is not in the same condition as it was during the Consultation, the Property will be deemed unfit for consignment and will be returned to you at your expense. CSD, at its sole discretion, may modify the Offer Price for the Property. If the Property does not otherwise meet the requirements outlined in Paragraph 3.2, above, the Property will not be Accepted and will either be (a) returned to you at your expense, or (b) with your written approval, CSD will donate your Property to a charity of its choice.
3.4 Upon successful completion of the Inspection and Authentication process, you will receive an email confirmation from CSD.
4. UNAUTHENTICATED, COUNTERFEIT, OR STOLEN PROPERTY
4.1 You are responsible for ensuring the authenticity of all Property that you provide to CSD. If CSD cannot confirm the authenticity of any item of Property that you have provided, CSD shall have the right at its sole discretion to refuse to accept the item.
4.2 If at any time CSD determines that the Property is counterfeit or otherwise inauthentic, CSD shall notify you that it has made such a determination and you will have an opportunity to provide proof of purchase and/or other proof of authenticity deemed acceptable by CSD. YOU ACKNOWLEDGE THAT ANY ITEM THAT CSD ULTIMATELY DETERMINES TO BE COUNTERFEIT WILL NOT BE RETURNED TO YOU AND WILL BE DESTROYED. You will indemnify and hold CSD harmless from any liability resulting from your misrepresentation.
4.3 You acknowledge and understand that CSD is subject to laws and regulations relating to claims that consigned items are counterfeit, have been stolen, or otherwise violate applicable law. CSD takes such reports seriously and will cooperate with law enforcement in all investigations. If at any time CSD determines that you are not the rightful owner of the Property, the Property will be deemed unfit for consignment and CSD will report the instance to the appropriate law enforcement. You will indemnify and hold CSD harmless from any liability resulting from your misrepresentation.
5. CONSIGNMENT TERM
5.1 The “Consignment Term” begins on the date that the Property is Accepted into CSD’s consignment program, and terminates on the 365th day thereafter, regardless of whether this Agreement has been terminated by either party during that time.
5.2 At any time during the Consignment Term before the Property has been sold, you may request in writing to [email protected] that the Property is returned to you, at your sole expense of shipping, so long as the property has not been sold. Once CSD receives your return request, CSD will use commercially reasonable efforts to remove the Property from the Website and/or physical store, if applicable, before it is sold. It is your responsibility to provide CSD with your current shipping address and contact information.
5.3 If the return request is made 90 days or less from the date CSD Accepted the item of Property, CSD will return the item within 30 days. CSD will charge you the costs of return and, in such case, such costs shall be deducted from your pending commissions. If you do not have enough pending commissions available to cover the costs of return, CSD shall have no obligation to return the item to you unless and until you pay CSD the costs of return before shipment, in which case CSD will provide you with an invoice for the cost of shipping.
5.4 If the return is made more than 90 days after Acceptance, the item will be returned within 30 days at CSD’s expense and no fees will be added.
5.5 CSD will notify you via email if the Property is unsold at the end of the Consignment Term. You will have the option to (1) have the Property returned to you, at CSD’s sole expense, or (2) have CSD donate the item to a charity of CSD’s choice. It is your responsibility to ensure that CSD has your current email address throughout the Consignment Term. If, after using commercially reasonable efforts, CSD is unable to contact you within thirty (30) days of the expiration of the Consignment Term, you agree to forfeit the Property, and CSD may donate the Property to a charity of its choice.
6. SALE PROCESS
6.1 So long as you comply with this Agreement, CSD will display on the Website and, at CSD’s sole discretion, display and make available for sale at one of its retail locations, and will make commercially reasonable efforts to sell the Property. You acknowledge and agree that:
6.2 CSD in its sole discretion will determine the initial selling price for each item of Property (the “Initial Sale Price”) based upon its evaluation of that term, together with its determination of the current market price for that item;
6.3 To market and promote the sale of each item, CSD may in its sole discretion, apply an immediate 20% discount to the item, which will affect the item’s Initial Sale Price, unless CSD and you have otherwise agreed in writing to a specific price at which a specific item must be sold.
6.4 CSD may offer additional discounts and promotions during the Consignment Term, without notice to you, to efficiently market the Property, without notice to you, unless previously agreed in writing between you and CSD.
7. SALE OF PROPERTY; TITLE.
CSD Accepts Property solely on a consignment basis. You will retain title to the Property until the Property is “sold.” The Property is considered Sold when:
(1) It is sold by CSD to a customer and is not returned within CSD’s 30-day return period; or
(2) It is lost, stolen, damaged, or destroyed while in CSD’s physical possession.
8. COMMISSION STRUCTURE AND PAYMENT
8.1 means (1) for the first Commission Window, the period that begins on the date your first item of Property is Sold and ends at the end of the month that is one year after such date, and (2) for subsequent Commission Windows, the one-year period that begins on the following day. For example, if your first item of Property sells on June 5, your first Commission Window begins on June 5 and ends on June 30 of the following year, and each of your Commission Windows thereafter will begin on July 1 and continue until June 30 of the following year. The commission window coincides with the Consignment Term and is the 365-day period in which you have the opportunity to earn a commission until your item sells.
8.2 You will receive a commission from CSD from the Sale of all of your Property within a Commission Window, less applicable discounts and promotions and excluding taxes and shipping.
8.3 CSD may also, from time to time in its sole discretion, (a) for promotional reasons and without notice, offer Special Commission Rates that apply only to specific item categories, are offered for a specific period, or that have other special conditions, and (b) make other changes to its Commission structure and the Commission Rates upon at least 14 days’ notice to you as described in “Amendments,” below.
8.4 Calculation of Commissions. CSD will pay you a commission on each item of Property that is Sold. The Commission shall be equal to the item’s Net Selling Price multiplied by the applicable Commission Rate. The commissions you receive for Sales of your Property are the sole compensation you will receive under this Agreement.
8.5 CSD will charge VAT on our commissions to UK clients that sell their goods through CSD. CSD will not charge VAT on our commissions to non-UK clients that sell their goods through CSD.
8.6 Payments. CSD typically begins processing Commission payments on the 1st and the 15th day of every month for sales that occurred during the previous month. For example, payments processed on April 1st would cover the sales period from March 15th – March 31st. Payments processed on April 15th would cover the sales period from April 1st through April 14th. Payments will be made to you in your selected currency, exchanged from the currency in which it was purchased, and at the rate applicable on the date the item of Property was Sold. Payments will be made to you by physical check, direct deposit, or, if you select another payment method acceptable to CSD, by any such payment method.
8.7 The timing of processing and delivering Commission payments will vary by the payment method you select but will typically take at least two business days.
8.8 Payment processing services for consigners on CSD are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate as a consignor on CSD, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of CSD enabling payment processing services through Stripe, you agree to provide CSD accurate and complete information about you and your business, and you authorize CSD to share it and transaction information related to your use of the payment processing services provided by Stripe.
8.9 If there is a dispute between you and CSD under the terms of this Agreement, CSD shall not pay any Commissions or other amounts due to you, including without limitation, amounts unrelated to the dispute, unless and until the dispute is resolved. CSD may withhold any Commissions due to you (including any due for Sold items of Property not subject to the dispute) in full or partial satisfaction of any amounts you owe to CSD.
You and CSD may each terminate this Agreement in writing at any time, for any reason. Termination will be effective as of the date of such written notice, and the terms of Paragraph 4 will apply.
10. NO ASSIGNMENT
You may not assign this Agreement or any interest in this Agreement without CSD’s written consent. Any prohibited assignment is null and void.
11. DISCLAIMER AND LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
1. YOUR USE OF CSD’S SERVICES IS AT YOUR SOLE RISK. ALL OF CSD’S SERVICES ARE OFFERED AND PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CSD EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND WHATSOEVER. CSD MAKES NO WARRANTY THAT ITS SERVICES WILL MEET YOUR REQUIREMENTS OR THAT ITS SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. NO INFORMATION OBTAINED BY YOU FROM CSD, ITS WEBSITE, OR ITS SERVICES, WHETHER ORAL OR WRITTEN, SHALL CREATE ANY WARRANTY.
2. CSD AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OR FOR DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR FOR OTHER INTANGIBLE LOSSES (EVEN IF CSD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM (1) THE USE OF OR INABILITY TO USE CSD’S SERVICES OR THE WEBSITE; (2) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (3) THE ACTIVITIES CONTEMPLATED BY THIS AGREEMENT; OR (4) ANY OTHER MATTER RELATING TO CSD’S SERVICES OR THIS AGREEMENT.
3. IN NO EVENT WILL CSD’S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT IT HAS RECEIVED AS A RESULT OF SELLING YOUR PROPERTY UNDER THE TERMS OF THIS AGREEMENT.
4. THE DISCLAIMERS AND LIMITATIONS ABOVE ARE A FUNDAMENTAL PART OF THE BASIS OF CSD’S BUSINESS AND CSD WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THEM.
5. PLEASE SEEK THE ADVICE OF APPROPRIATE PROFESSIONALS REGARDING THE TERMS OF THIS AGREEMENT AND THE EVALUATION OF ANY SPECIFIC OPINION, ADVICE, PRODUCT, SERVICE, OR OTHER CONTENT.
12. YOUR REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION
12.1 YOU REPRESENT THAT THE PROPERTY IS OWNED SOLELY BY YOU AND FREE FROM ANY ENCUMBRANCES AND THAT YOU HAVE THE RIGHT TO CONSIGN THE PROPERTY. YOU REPRESENT THAT THE PROPERTY IS NOT COUNTERFEIT AND DOES NOT INFRINGE UPON, VIOLATE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY TRADEMARK, COPYRIGHT, OR OTHER INTELLECTUAL PROPERTY RIGHT OR PROPRIETARY RIGHT OF ANY THIRD PARTY UNDER ANY LAW OF THE UNITED KINGDOM.
12.2 You hereby indemnify and hold CSD harmless from all damages, suits, litigation, awards, and costs, including but not limited to attorneys’ fees and costs, incurred by CSD as a result of or arising in any way out of CSD’s display or sale of the Property, including but not limited to lawsuits of any kind over authenticity or ownership of the Property, legality of sales, or trademark infringement. You expressly consent to the jurisdiction of the United Kingdom with respect to any matter arising out of this Agreement.
12.3 This Agreement, or the breach of this Agreement, and all claims of any kind relating to or arising from this Agreement and the relationship between you and CSD, shall be governed by the laws of the United Kingdom, without regard to its conflict of law principles.
13.1 CSD may update or change any of the terms or conditions of this Agreement in its sole discretion at any time, upon fourteen (14) days’ notice. Revised terms will not apply to Property already Accepted for consignment before the effective date of the revised terms.
13.2 You shall be bound by all revised terms on the effective date, including any changes to the Commissions or Commission Rates, unless you terminate this Agreement before the effective date of the revised terms.
13.3 Should you not agree to the revised terms, your only recourse is to terminate this Agreement before the effective date of the revised terms, under Paragraph 8.
14. ENTIRE AGREEMENT
This Agreement sets forth the final, complete, and exclusive agreement between you and CSD regarding its subject matter and terminates and supersedes all prior understanding or agreements on such subject matter. Except as outlined in Paragraph 12, this Agreement may only be modified by a written agreement between you and CSD.
15.NO IMPLIED WAIVER
Any failure by you or CSD to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision of this Agreement.
If any term of this Agreement is found by any court to be void or otherwise unenforceable, the remainder of this Agreement shall remain valid and enforceable.
17. SURVIVAL AFTER AGREEMENT
The indemnities, representations, warranties and agreements by you and CSD contained in this Agreement, shall survive the Consignment Term, sale process, payment of funds, expiration and/or termination of this agreement, and shall remain in full force and effect.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
19.1 If you have any questions or comments about this Agreement, the Website, or CSD’s services, or if you wish to terminate this Agreement, please contact CSD by email at [email protected], or write to CSD at:
Unit 101 Avro House
7 Havelock Terrace
London SW8 4AS
19.2 CSD shall provide all notices to you at the email address or physical address that you provided to CSD in your Webform. You are solely responsible for keeping that information current with CSD.
19.3 You agree that all agreements, notices, or disclosures, and other communications that CSD provides electronically to you, satisfy any legal requirement that such communications must be in writing.
20. DISPUTE RESOLUTION
20.1 Informal Dispute Resolution. Except for any controversy or claim relating to or arising from your representations, warranties, and indemnity obligations outlined in Paragraph 11 above, you and CSD agree that, with respect to any matters, disputes, or claims between you and CSD arising from or related to this Agreement or your relationship with CSD, you and CSD shall negotiate in good faith to informally resolve the problem or dispute. If the problem or dispute is not resolved satisfactorily within 60 days after you or CSD receive notice from the other party under Paragraph 18 “Notices,” above, you or CSD may submit the dispute to binding arbitration under the provisions of Paragraph 19.2 below.
20.2 Binding Arbitration. Except for any controversy or claim (1) relating to your obligation to indemnify CSD, outlined in Paragraph 11, above, or (2) properly filled in the County Court Money Claims Centre on an individual basis, any claim, dispute, or controversy between you and CSD arising from or relating to this Agreement or the relationships resulting from this Agreement, which remains unresolved after you and CSD have attempted to resolve it informally, shall be resolved by binding arbitration brought on an individual basis before the London Chamber of Arbitration and Mediation or such other arbitration provider as agreed between you and CSD, in a manner consistent with the terms of this Agreement. You and CSD shall submit all available documents that support all claims, counterclaims, and defences, at the time of submission of the initial claim or response thereto. Formal discovery will only be permitted upon a showing of good cause and subject to the arbitrator’s approval. If the arbitrator requires an in-person proceeding, such proceeding shall take place in London, United Kingdom. You and CSD shall each pay your arbitration and hearing fees, costs, and expenses, including but not limited to expenses for attorneys, experts, and discovery. The arbitrator shall issue a written award. Any award of the arbitrator may be entered as a judgment in any court having jurisdiction. After arbitration is commenced, if the initiating party (“Claimant”) makes an offer of settlement that is rejected by the other party (“Respondent”), and Claimant is the prevailing party in arbitration and recovers an amount equal to or greater than Claimant’s offer of settlement, Claimant shall recover Claimant’s reasonable attorneys’ fees and expenses incurred in investigating, preparing for, and pursuing the claim in arbitration, up to 25,000 GBP. After arbitration is commenced, if the Respondent makes an offer of settlement that is rejected by Claimant, and Claimant either does not prevail or does not recover more than Respondent’s offer of settlement (exclusive of attorneys’ fees or costs awarded to Claimant by the arbitrator), Respondent shall recover Respondent’s reasonable attorneys’ fees and expenses incurred in investigating, preparing for, and pursuing the claim in arbitration, up to 25,000 GBP.
20.3 Exceptions. This agreement to arbitrate does not apply to claims filed on an individual basis in the County Court Money Claims Centre, within that court’s jurisdiction and proceeding on an individual basis. You and CSD expressly agree that arbitration shall proceed solely on an individual basis without the right for any claims to be arbitrated on a class action basis or bases involving claims brought in a purported representative capacity on behalf of others. The arbitrator’s authority to resolve and make written awards is limited to claims between you and CSD. Claims may not be joined or consolidated unless agreed to in writing by all parties. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Notwithstanding any other provision of this Agreement, if any portion of this “Exceptions” provision is deemed invalid or unenforceable, then this entire Arbitration Provision (other than this sentence) shall not apply.
20.4 Voluntary and Knowing Waiver. BY ENTERING INTO THIS ARBITRATION AGREEMENT, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY FOR ANY CLAIM SUBJECT TO ARBITRATION. YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOU MAY ONLY BRING A CLAIM IN YOUR CAPACITY, AND NOT IN ANY REPRESENTATIVE CAPACITY. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURTS, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST.