CONSIGNMENT AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Consignment Agreement (the "Agreement") is entered into this October, day of ___, 2023,
at City/Municipality of _________, Province of ____________, by and between:
_____________________, with principal address at_______________________City, hereinafter
referred to as “CONSIGNOR”;
-AND-
_________________________, with principal address at
______________________________________________ City, and hereinafter referred as the
“CONSIGNEE”;
WITNESSETH - that:
WHEREAS, CONSIGNOR desires to offer the certain products on consignment;
WHEREAS, CONSIGNEE desires to sell the Product on behalf of CONSIGNOR; NOW
THEREFORE, for and in consideration of the foregoing premises, and the terms and conditions
herein set forth, the Parties agree:
ARTICLE I
GOODS
The following product or products (the "Product") shall be sold on consignment:
Film Stock Qty. Expiration Date
ARTICLE II
TITLE AND CONSIGNMENT OF GOODS
CONSIGNOR owns the Product until the same is purchased or CONSIGNEE fails to return
the same within the period agreed upon by the Parties. CONSIGNOR grants CONSIGNEE the
right to sell the Product.
ARTICLE III
DELIVERY, ACCEPTANCE, AND SALE OF GOODS
CONSIGNOR undertakes to supply and deliver the Product to CONSIGNEE for sale on
consignment as agreed upon by the Parties. CONSIGNEE undertakes to accept the delivery of
the Product and to devote its best effort for the sale of the Product. CONSIGNEE shall inspect
the Product upon delivery and, if the Product is found to have any damage or deterioration,
CONSIGNEE may choose to accept or reject delivery. If CONSIGNEE chooses to accept
delivery, CONSIGNEE shall make a written statement of any damage or deterioration of the
Product otherwise the same shall be considered as to have been received in good condition.
CONSIGNEE hereby acknowledges and agrees that delivery and acceptance of the Product is
for the purpose of the sale of the Product on consignment basis, that it does not have any right,
title, or interest in and to the Product, and that the Product is not intended as a security of any
kind.
ARTICLE IV
PROMOTIONAL AND ADVERTISING MATERIALS
CONSIGNOR shall provide marketing, promotional, and advertising materials to
CONSIGNEE to display or use to encourage sales of the Product. CONSIGNEE reserves
the right to approve any materials that will be displayed, which approval shall not be
unreasonably withheld.
ARTICLE V
SELLING PRICE
CONSIGNEE undertakes to sell the Product at reasonable and affordable prices even with
mark-up provided that CONSIGNEE shall not sell the Product below the following prices (the
"Selling Price"):
Film Stock Selling Price
CONSIGNOR undertakes to maintain the Selling Price of the Product during the duration of
the Agreement.
ARTICLE VI
SALE ON CREDIT
CONSIGNEE shall not sell the Product on credit or installments. Any sale made on credit or
installments shall be fully paid by the CONSIGNEE as if the same was fully paid at the time of
the sale.
ARTICLE VII
PAYMENT AND FEES
Upon sale of the Product, CONSIGNEE shall send the Selling Price to CONSIGNOR within
15 Days. CONSIGNEE shall keep the difference between the Selling Price and the actual price
paid by the buyer as the CONSIGNEE's fee under this Agreement.
CONSIGNEE shall keep the difference between the Selling Price and the actual price paid by
the buyer as the CONSIGNEE's fee under this Agreement. Provided that if the CONSIGNEE's
fee, computed monthly, is lower than_______, then CONSIGNOR shall pay the difference.
ARTICLE VIII
INVENTORY AND RECORDS
CONSIGNEE shall conduct an inventory of the Product every first working day of the month.
CONSIGNOR may observe the inventory taking at its discretion. CONSIGNEE shall also
maintain accurate records of sale that CONSIGNOR may inspect upon reasonable notice.
ARTICLE IX
LOSS AND DAMAGE
CONSIGNEE shall be liable for any loss, damage, deterioration, or destruction of the Product
caused by the acts or negligence of the CONSIGNEE. Any loss, damage, deterioration, or
destruction of the Product shall be presumed to have been caused by the acts or negligence of the
CONSIGNEE unless the CONSIGNEE proves otherwise except if the loss, damage,
deterioration, or destruction of the product was caused by fortuitous events beyond the control of
CONSIGNEE or acts of God which could not be reasonably foreseen or though foreseen, could
not be reasonably avoided, in which case, the presumption shall not arise.
CONSIGNOR holds CONSIGNEE free from any liability for loss, damage, deterioration, or
destruction of the Product arising from fortuitous events beyond the control of CONSIGNEE or
acts of God which could not be reasonably foreseen or though foreseen could not be reasonably
avoided.
ARTICLE X
FORTUITOUS EVENTS
Neither party shall be liable for any breach of this Agreement if the same is due to fortuitous
events beyond its control or acts of God which could not be reasonably foreseen or through
foreseen could not be reasonably avoided.
ARTICLE XI
INDEMNITY
Each Party hereby agrees to indemnify and hold harmless the other Party, their employees and
representatives against any and all damage, liability and loss, as well as legal fees and costs
incurred that may arise or otherwise relate to this Agreement except if, upon final judgment, a
competent court finds that the bad faith, gross negligence, or willful misconduct of one Party
caused the damage, liability and loss in which case no indemnification shall be provided for the
said Party.
ARTICLE XII
DURATION AND TERMINATION
This Agreement shall be valid in a period of three (3) months, from the validity of this
Agreement, but may be terminated earlier upon mutual of the parties in writing.
This Agreement may be renewed upon mutual agreement of the parties in writing.
Notwithstanding the foregoing, this Agreement may validly be terminated upon 30 days’ notice
in writing:
1. By a party for material breach of the terms and conditions of this Agreement of the other
party;
2. By a party for the closure, dissolution, insolvency, or bankruptcy, whether voluntary or
involuntary, of the other party;
3. By the CONSIGNOR, if there is no or minimal effort to sell the Product from the
CONSIGNEE;
4. By the CONSIGNEE, if the Product is not selling despite best effort;
5. By a party for other similar causes.
ARTICLE XIII
RETURN OF THE GOODS
Upon the termination of this Agreement for whatever reason, CONSIGNEE shall return the
unsold Product and any unused promotional materials to CONSIGNOR within the following
period ("return period"):
__________ (DAYS/MONTHS) from the date of termination.
CONSIGNOR shall arrange for and bear all the costs and expenses for the return of the
Product. CONSIGNOR shall give CONSIGNEE a SEVEN (7) DAYS notice of the date when
the Product will be collected from the CONSIGNEE. If CONSIGNOR fails to arrange for the
return of the Product within the return period through no fault of the CONSIGNEE,
CONSIGNEE may charge reasonable storage fees from the day after the last day of the return
period until the Products have been returned to CONSIGNOR. If CONSIGNEE fails to return
the Product on the date arranged for by the CONSIGNOR for no valid reason or otherwise
delays the return of the Product through no fault of the CONSIGNOR, ownership of the Product
shall automatically transfer to CONSIGNEE on the day after the last day of the return period
and CONSIGNEE shall be liable to pay the Selling Price to the CONSIGNOR.
ARTICLE XIV
CONFIDENTIALITY
Each Party hereby acknowledges and agrees that they and the other Party each possess certain
non- public Confidential Information (as herein defined) and may also possess Trade Secret
Information (as herein defined) (collectively, the "Proprietary Information") regarding their
business operations and development. The Parties agree that the Proprietary Information is secret
and valuable to each of their respective businesses and the Parties have entered into a business
relationship, through which they will each have access to the other Party's Proprietary
Information. Each of the Parties desires to maintain the secret and private nature of any
Proprietary Information given. "Receiving Party" refers to the Party that is receiving the
Proprietary Information and "Disclosing Party" refers to the Party that is disclosing the
Proprietary Information.
1. Confidential Information refers to any information which is confidential and
commercially valuable to either of the Parties. The Confidential Information may be in
the form of documents, techniques, methods, practices, tools, specifications, inventions,
patents, trademarks, copyrights, equipment, algorithms, models, samples, software,
drawings, sketches, plans, programs, or other oral or written knowledge and/or secrets
and may pertain to, but is not limited to, the fields of research and development,
forecasting, marketing, personnel, customers, suppliers, intellectual property, and/or
finance or any other information which is confidential and commercially valuable to
either of the Parties.
Confidential Information may or may not be disclosed as such, through labeling, but is
considered any information which ought to be treated as confidential under the
circumstances through which it was disclosed. Confidential Information shall not mean
any information which:
1. is known or available to the public at the time of disclosure or became known or
available after disclosure through no fault of the Receiving Party;
2. is already known, through legal means, to the Receiving Party;
3. is given by the Disclosing Party to third parties, other than the Receiving Party,
without any restrictions;
4. is given to the Receiving Party by any third party who legally had the
Confidential Information and the right to disclose it; or
5. is developed independently by the Receiving Party and the Receiving Party can
show such independent development.
2. "Trade Secret Information" shall be defined specifically as any formula, process,
method, pattern, design, or other information that is not known or reasonably
ascertainable by the public, consumers, or competitors through which, and because of
such secrecy, an economic or commercial advantage can be achieved.
3. Both Parties hereby agree they shall:
1. ot disclose the Proprietary Information via any unauthorized means to any third
parties throughout the duration of this Agreement and the Parties' relationship
with each other;
2. Not disclose the Confidential Information via any unauthorized means to any
third parties for a period of Three (3) Years following the termination of this
Agreement;
3. Not disclose the Trade Secret Information forever, or for as long as such
information remains a trade secret under applicable law, whichever occurs first, to
any third party at any time;
4. Not use the Confidential Information or the Trade Secret Information for any
purpose except those contemplated herein or expressly authorized by the
Disclosing Party.
ARTICLE XV
RELATIONSHIP OF THE PARTIES
The Parties agree to execute such other documents as are reasonable and necessary for the proper
implementation of this Agreement.
ARTICLE XVI
SUPPORTING DOCUMENTS AND ADDITIONAL ACTS
The Parties hereby acknowledge and agree that nothing in this Agreement shall be deemed to
constitute a partnership, joint venture, agency or employment relationship or otherwise between
the Parties and that this Agreement is for the sole and express purpose of the consignment and
sale of the Product.
ARTICLE XVII
APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with the laws of the Republic
of the Philippines.
IN WITNESS WHEREOF, the parties have hereunto signed this Memorandum of
Agreement in the City of ___________, this ________________.
Consignor Consignee
Signed in the presence of:
________________________ ________________________
ACKNOWLEDGEMENT
REPUBLIC OF THE PHILIPPINES}
PROVINCE OF ________________} S.S.
CITY OF _____________________}
BEFORE ME, this _____________________, , personally appeared the following
persons, to wit:
Name ID. Date & Place Issued
Who are known to me to be the same persons who executed the foregoing CONSIGNMENT
AGREEMENT and they acknowledged to me that the same is their free act and voluntary deed.
This instrument consisting of five pages, including this page on which this acknowledgement is
written has been signed on each and every page thereof by the parties hereof and their witnesses
and sealed with the notarial seal.
IN WITNESS WHEREOF, I hereto set my hand, the day year and place above written.
DOC. NO. ____; _____________________________
PAGE NO. ___; (NOTARY PUBLIC)
BOOK NO. ___;
SERIES OF 2023.
