This Consignment Contract template is designed for use in the Netherlands and is structured in accordance with Dutch law, particularly the Dutch Civil Code (Burgerlijk Wetboek). It is typically used when a business wants to place its products with a retailer or distributor for sale without transferring ownership until the final customer purchase. The document provides comprehensive coverage of essential elements including custody arrangements, commission structures, reporting requirements, risk allocation, and termination provisions. It's particularly valuable for businesses expanding their distribution network or testing new markets without significant upfront inventory costs. The template includes necessary provisions for compliance with Dutch commercial law and relevant EU regulations, making it suitable for both domestic and international commercial relationships.
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1. Parties: Identification of the consignor and consignee with full legal details
2. Background: Context of the agreement and brief description of the business relationship
3. Definitions: Defined terms used throughout the agreement
4. Appointment and Scope: Terms of appointment of consignee and scope of consignment arrangement
5. Delivery and Storage: Terms for delivery of goods and storage requirements
6. Title and Risk: Provisions clarifying retention of title by consignor and allocation of risk
7. Pricing and Commission: Pricing structure for goods and commission rates for consignee
8. Payment Terms: Terms for payment collection and transfer to consignor
9. Reporting and Accounting: Requirements for sales reporting and accounting obligations
10. Insurance: Insurance requirements for consigned goods
11. Duration and Termination: Term of agreement and termination provisions
12. Return of Goods: Provisions for return of unsold goods
13. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction
1. Minimum Performance Requirements: Used when specific sales targets or performance metrics are required
2. Marketing and Display: Include when specific requirements exist for product display and marketing
3. Exclusivity: Used when territorial or product exclusivity is granted
4. Intellectual Property: Include when branding or IP usage rights are relevant
5. Data Protection: Required when personal data processing is involved
6. Force Majeure: Include for longer-term arrangements or higher-value consignments
7. Anti-Corruption: Include for international arrangements or when required by corporate policy
1. Schedule 1 - Products: List of products covered by the consignment arrangement
2. Schedule 2 - Commission Rates: Detailed commission structure and calculation methods
3. Schedule 3 - Operating Procedures: Detailed procedures for ordering, delivery, and returns
4. Schedule 4 - Reporting Format: Templates and requirements for sales and inventory reporting
5. Schedule 5 - Storage Requirements: Specific requirements for storage and handling of goods
6. Appendix A - Insurance Requirements: Detailed insurance requirements and coverage levels
7. Appendix B - Quality Standards: Product quality standards and handling specifications
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