These Terms and Conditions will, unless and until superseded by another agreement, be applicable to all footwear and other goods (collectively, the “Goods”) delivered by the Consignor named above (“you”) to and accepted by Footprints NY, Inc. .. (“we”, “us” or “our”) for sale on consignment. In connection with our acceptance of each such delivery of Goods, we will issue to you (and may require you to acknowledge) a confirmation (each a “Confirmation”) stating the quantity and description of such Goods and the expected sales price and our commission rate with respect to such Goods. We reserve the right, in our sole and absolute discretion, to refuse any or all Goods which you may deliver to us on consignment.
You represent and warrant to us that you are the valid and lawful owner of all Goods which you deliver to us, that none of the Goods will be subject to any lien, encumbrance, security interest or other adverse claim, and that you have the full legal right to offer and sell the Goods. You further represent and warrant to us that all Goods which you deliver to us will be genuine and authentic, and will conform to the description stated in the applicable Confirmation.
We may offer the Goods for sale in such manner as we may deem appropriate, including by means of display in our retail store and/or on one or more of our websites. We will offer the Goods for sale at such price as we deem appropriate in our discretion. We make no guaranty as to whether, when or at what price any of the Goods can or will be sold.
Proceeds of Sales
If and when Goods are sold, we will charge the customer for any applicable sales tax on the sale price of the Goods. If, as and when proceeds from the sale of Goods are actually received, such proceeds will be applied (1) first, to the payment of any applicable sale taxes, (2) next, to pay to us our commission (which, unless otherwise indicated in the applicable Confirmation, will be 20%, less any fees charged by our credit card processor, for which we will be solely responsible) on the sale price at the commission rate specified in the applicable Confirmation, and (3) finally, the remainder will be paid to you. To the extent that customers pay for Goods by means of credit card, then we will pay the fees charged by the credit card company. We will notify you promptly upon the later of (a) our receipt of proceeds from the sale of Goods, or (b) the conclusion of the period within which the customer may make any claims regarding the Goods, and we will thereafter make available to you your share of the proceeds at our store premises during normal business hours, or via electronic distribution per our sellers’ portal. We may require you to sign a receipt confirming your receipt of the amounts that we are then paying to you.
Withdrawal of Goods
Either you or we may, at any time, elect to withdraw the offering of any or all of the Goods which have not yet been sold, provided that you will not withdraw the Goods prior to 30 business days after the date of delivery of the Goods to us. We will notify you of any such determination on our part, and you will notify us in person or in writing of any such determination on your part. If you seek such an early withdrawal, we will be entitled to an early withdrawal fee equal to 10% of agreed Price PER PAIR, and may retain the subject Goods, and continue to make them available for sale pursuant to the terms of the Confirmation and this Agreement, until the earlier of our receipt of such early withdrawal fee, the sale of the Goods, or the expiration of such 30 day period. Upon any withdrawal, you will be responsible for picking up the subject Goods at our store premises during normal business hours, at which time you must present the applicable Confirmation documents together with your driver’s license or other satisfactory picture identification. We may require you to sign a receipt confirming the delivery of such Goods to you in satisfactory condition.
Title to Goods
At all times prior to our sale of Goods, title to and ownership of such Goods will remain in your name, provided that we have full authority to effect the sale of such Goods in accordance with the terms and conditions stated herein.
Risk of Loss
We shall have no liability to you or any third parties for any loss or damage to the Goods in transit to us, and you hereby indemnify us and hold us harmless in respect of any such damages. We will endeavor to use reasonable care in the handling, display and storage of your Goods, using not less than the same degree of care which we utilize with respect to our own goods of a similar nature. However, in the event that any of the Goods are lost or stolen, or are damaged or destroyed by fire, flood, customer handling or other causes beyond our reasonable control, then, except to the extent of any insurance proceeds that we actually collect in respect of such Goods, the risk of loss remains with you, and we assume no responsibility or obligation to make any payment or reimbursement in respect of any such loss or damage, or for any special or consequential damages. We make no assurance that our insurance will provide coverage for the Goods or the amount which any insurer may pay in respect of any casualty relating to the Goods.
Customer Returns or Adjustments
From time to time, customers may make claims or seek adjustments in respect of latent defects or other claimed deficiencies with respect to products that we sell. We reserve the right, in our good faith judgment, to make allowances and/or accept returns of Goods, and in such circumstances, such allowances or returns will be treated as an adjustment to the net proceeds for purposes of calculating our respective shares of net proceeds for purposes of paragraph 4 above.
To the extent that you provide us with Goods other than by in-person delivery at our retail store, you and we will nonetheless endeavor to implement these Terms and Conditions as closely as possible, including (a) the issuance of Confirmations by mail, overnight courier or e-mail, notification of sale by mail or e-mail, transmittal of payment checks to you by first class United States mail or Federal Express to your address indicated above (or such other address as you may notify us of in writing), and return of any unaccepted or unsold Goods to you by such means as you designate (with all shipping charges to be paid for by you).
This Agreement constitutes the sole and entire agreement between you and us regarding the subject matter hereof, and neither you nor us has made any representation or warranty except as expressly stated above. No amendment of this Agreement, or any waiver hereunder, will be valid unless evidenced by a further written agreement signed by you and us. This Agreement is binding on and enforceable by you and us and your and our successors and assigns. This Agreement will be governed by and construed in accordance with the laws of the State of New York.