Consignment & Sales Agreement
Mercer Vintage LLC
Effective Date: April 23, 2024
THE TERMS AND CONDITIONS IN THIS CONSIGNMENT/SALES AGREEMENT (THE "AGREEMENT") CREATE A CONTRACT BETWEEN YOU ("YOU" OR "YOUR") AND MERCER VINTAGE LLC ("MERCER VINTAGE," "WE," "US," OR "OUR"). PLEASE READ THIS AGREEMENT CAREFULLY.
THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS RATHER THAN JURY TRIALS, IN COURT PROCEEDINGS, OR CLASS ACTIONS TO RESOLVE DISPUTES.
YOU MUST AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT IF YOU WISH TO CONSIGN GOODS WITH MERCER VINTAGE. BY CLICKING "AGREE" OR SUBMITTING AN ITEM FOR CONSIGNMENT, YOU CONFIRM THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
Our Terms of Service, located at https://mercervintage.com/policies/terms-of-service ("TOS"), are incorporated by reference and made a part of this Agreement. Such TOS additionally apply to any activities under this Agreement.
ONCE YOU AGREE TO THIS AGREEMENT, IT WILL REMAIN IN EFFECT AND GOVERN ALL TRANSACTIONS BETWEEN YOU AND MERCER VINTAGE UNTIL YOU OR WE TERMINATE IT PURSUANT TO THE PROVISIONS OF THIS AGREEMENT.
OVERVIEW; ACCOUNT CREATION
Mercer Vintage is a curated designer resale boutique specializing in authenticated designer handbags, clothing, shoes, jewelry, accessories, and home goods. To consign an item with us, you must submit it for review via our consignment intake form and provide your contact and payment information. Once approved, we will list and sell your item on a consignment basis ("Consignment") as described in this Agreement.
CONSIGNMENT
If you consign your item with Mercer Vintage, you—not Mercer Vintage—will continue to own the item ("Consigned Property") until it is sold. After we receive your Consigned Property, we will send you an email confirming receipt. Once we have inspected and authenticated the item, you will be notified of its acceptance and the list price assigned to it. Accepted items will be processed and listed for sale across our website, social media, in-person events, and other sales channels.
Delivery of Consigned Property; Risk of Loss
We accept the risk of loss or damage to Consigned Property only when (i) we take physical possession of the item, or (ii) you use our approved, prepaid shipping label and the label is processed into our approved shipping vendor's tracking system.
If an item of Consigned Property is damaged, stolen, or lost while in our possession or during approved transit, it will be treated as Sold and we will pay you a Commission on that item based on the item's estimated Net Selling Price, as determined solely by us.
Any claim for a damaged, stolen, or lost item must be submitted to us in writing within sixty (60) days of the date you became aware of the alleged damage, theft, or loss. This remedy constitutes your sole recourse against Mercer Vintage for such occurrences.
Consigned Property Acceptance Conditions
Upon receipt, we will evaluate each item for authenticity, quality, and condition. We only accept Consigned Property that we determine is appropriate for resale. To be accepted, items must, at a minimum: (1) be in Very Good, Excellent, or Pristine condition; (2) be authentic and not counterfeit, stolen, or subject to geographic sale restrictions; and (3) be consistent with your representations and warranties herein. We do not accept fast fashion, unbranded pieces, or items in poor condition. Items meeting our criteria will be considered "Accepted Items."
Consignment Period and Return of Property
The "Consignment Period" for each item begins on the date it is accepted and ends either (i) when the item is sold, or (ii) 365 days thereafter. At any time during the Consignment Period, you may request in writing that we return any Accepted Item that has not yet sold. Return shipping costs are your responsibility. If an item has not sold by the end of the Consignment Period, we will contact you and, at your option: (A) return the item to you at our expense, or (B) donate the item to a charity of our choice.
Efforts to Sell; Pricing
As long as you are in full compliance with this Agreement, we will display your Accepted Item for sale and make commercially reasonable efforts to sell it. Unless otherwise agreed in writing, we determine the initial selling price based on current resale market data, brand, condition, rarity, and original retail price. We may, in our sole discretion, apply discounts or promotions during the Consignment Period to facilitate sale.
Title to Property
You retain ownership and title to each item of Consigned Property until it is Sold or the Consignment Period ends. An item is considered Sold at the earlier of: (i) when it is sold to a customer and not returned within the return window; or (ii) when it is lost, stolen, damaged, or destroyed while in our possession.
Commissions and Payment for Consigned Property
We will pay you a Commission on each item of Consigned Property that is Sold. All consignments begin at a 50/50 split (50% to consignor, 50% to Mercer Vintage), with commission rates increasing based on final resale value. Your specific commission rate will be confirmed with your offer and outlined in your accepted submission.
"Net Selling Price" means the price at which an item is sold, less any applicable discounts and promotions, and excluding taxes and shipping. Commissions are calculated on the Net Selling Price.
Payouts are issued on the first of the month following the sale. Consignors may receive payment via Venmo, Zelle, or Mercer Vintage store credit. Store credit never expires. Please ensure your preferred payout method is set prior to the payout date. Mercer Vintage reserves the right to update commission structures upon thirty (30) days' written notice.
UNAUTHENTICATED, COUNTERFEIT, OR STOLEN ITEMS
You are responsible for ensuring the authenticity of all items you submit. If we cannot confirm the authenticity of any item, we may refuse to accept it and return it to you at your expense. If we determine that an item is counterfeit, we will notify you and give you an opportunity to provide proof of authenticity. Any item we finally determine to be counterfeit will not be returned and will be destroyed by a certified third-party vendor or turned over to the appropriate law enforcement agency. We cooperate fully with brands and law enforcement in all authenticity and theft investigations.
RETURN POLICY
If we choose not to accept your item after inspection, your item will be returned to you at your expense. This may occur if the item cannot be authenticated, is found to be in poor condition, or differs materially from what was described in your submission. Items that do not meet our intake criteria will not be accepted.
You may request return of any Accepted Item at any time before it sells. Return shipping costs will apply. A return fee of 1.99% of the offer price (minimum $50) applies if you cancel a consignment after the item has been accepted and prepared for listing.
TERMINATION; DENIAL OF SERVICE
You and Mercer Vintage may each terminate this Agreement in writing at any time, for any reason. Termination is effective on the date of such notice. Mercer Vintage reserves the right to deny or terminate access to our services to any consignor who engages in abusive, fraudulent, or otherwise prohibited conduct.
DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. IN NO EVENT WILL OUR LIABILITY UNDER THIS AGREEMENT EXCEED THE COMMISSION AMOUNT ACTUALLY PAID TO YOU IN CONNECTION WITH THE APPLICABLE TRANSACTION. WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF OUR SERVICES OR THIS AGREEMENT.
YOUR REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION
You represent and warrant that: (a) you are at least 18 years of age; (b) you have good and marketable title to each item submitted and full authority to consign and sell it; (c) no item is subject to any lien or encumbrance; (d) no item is counterfeit; (e) no item infringes upon any trademark, copyright, or other intellectual property right; and (f) no item is the result of illegal activity, including theft or fraud.
You agree to indemnify and hold Mercer Vintage harmless from all damages, claims, suits, and costs, including reasonable attorneys' fees, arising out of or relating to our display or sale of your Consigned Property, including any disputes over authenticity, ownership, or legality of sale.
GOVERNING LAW
This Agreement will be governed exclusively by the laws of the State of Texas, without regard to its conflicts of laws principles. Any dispute between you and Mercer Vintage that is not subject to arbitration will be resolved exclusively in the state or federal courts of Harris County, Texas.
DISPUTE RESOLUTION
PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
Any dispute, claim, or controversy arising from or related to this Agreement or your relationship with Mercer Vintage will first be resolved informally through good-faith negotiation. You may notify us of a dispute by emailing hello@mercervintage.com. We will have sixty (60) days from receipt of notice to attempt informal resolution.
If a dispute cannot be resolved informally, it will be resolved by binding arbitration on an individual basis. Class arbitrations, class actions, and representative proceedings are not permitted. The arbitration will be administered under JAMS Consumer Arbitration Rules and held in Harris County, Texas, or by teleconference.
AMENDMENTS TO THIS AGREEMENT
We may update the terms of this Agreement at any time upon thirty (30) days' written notice, except that commission rates may be changed at any time and are effective immediately upon publication at mercervintage.com. Your continued use of our services after the effective date of any change constitutes acceptance of the revised terms.
ENTIRE AGREEMENT
This Agreement, including our Terms of Service incorporated by reference, sets forth the final, complete, and exclusive agreement between you and Mercer Vintage regarding consignment. This Agreement may be modified only by a writing signed by both parties, except as set forth in "Amendments to This Agreement" above.
NOTICES
All notices under this Agreement must be in writing. Contact us at:
Mercer Vintage LLC
c/o AG Antiques
313 W. 19th Street
Houston, Texas 77008
We will provide all notices to you at the email address you have provided. You are solely responsible for keeping your contact information current and accurate.