PURPOSE & PARTIES
This Consignment Agreement (the “Agreement”) states the terms under which Mallory’s Gem Drop, LLC (“MGD”) will offer jewelry and related items owned by the consignor identified above (the “Consignor”) for sale through live sales and other sales channels selected by MGD.
CONTINUING AGREEMENT & ADDITIONAL INVENTORY
This Agreement covers the initial shipment described below and any later shipment MGD authorizes in writing. Before each later shipment, the Consignor will provide a new inventory ledger and updated shipment information. MGD may decline items after inspection; receipt alone is not acceptance. Each accepted shipment is subject to this Agreement and any shipment-specific signed Exhibit A. By sending a later shipment, the Consignor confirms that the representations in this Agreement remain true. The unsold-inventory election below applies to later shipments unless changed in writing before MGD accepts them. No new agreement is required unless the parties amend these terms. This Agreement continues until terminated under the TERMINATION section.
CONSIGNOR REPRESENTATIONS & INVENTORY REQUIREMENTS
The Consignor represents that the Consignor owns all submitted items, has the legal authority to consign them, and that the items are authentic, lawful to sell, and free from liens, claims, or ownership interests asserted by any third party. The Consignor further represents that the Consignor is at least eighteen (18) years of age. Unless MGD agrees otherwise in writing, all submitted items must be new or like-new, complete, and in excellent sellable condition. Original packaging is preferred but is not required. MGD reserves the right to decline any item that does not meet its quality, condition, authenticity, safety, or saleability standards.
PROPOSED SHIPMENT DETAILS
The information above is an estimate for planning and review. MGD will determine the items accepted and any preparation required after inspecting the shipment, as described in this Agreement.
CONSIGNMENT MINIMUM
A minimum of fifty (50) items is required for each shipment. MGD may, in its sole discretion, accept a shipment containing fewer than fifty (50) items. If MGD accepts such a shipment for sale, a $25 small-lot processing fee applies to that shipment and will be deducted from the Consignor’s payout. The fee is based on the number of items actually received, regardless of any pre-shipment estimate.
DELIVERY, RECEIPT, & INTAKE INSPECTION
The Consignor is responsible for securely packing and shipping inventory to MGD and for all inbound shipping costs unless MGD agrees otherwise in writing. MGD is not responsible for loss or damage occurring before confirmed delivery to MGD. Receipt of a package does not constitute acceptance of any item for consignment. After delivery, an MGD Representative will inspect the entire shipment before preparation or sales begin. Any preparation level discussed before receipt is an estimate based on information supplied by the Consignor. The final preparation level will be based on the actual condition and organization of the shipment as received.
COMMISSION STRUCTURE
“Net Proceeds” means the amount MGD receives or is credited for an item’s sale, less refunds, chargebacks, payment reversals, selling-platform fees, payment-processing fees, shipping costs paid or absorbed by MGD for that sale, sales taxes collected and remitted, and any other transaction-specific deductions stated in this Agreement or agreed to in writing. An amount already withheld from or reflected in the amount MGD receives or is credited will not be deducted again. The standard commission split is sixty-five percent (65%) of Net Proceeds to the Consignor and thirty-five percent (35%) to MGD. The standard split applies when all submission instructions are followed and the shipment arrives sale-ready, properly packaged, labeled, and organized, with a complete and accurate inventory ledger. The preparation level will be determined from the shipment as a whole, considering the number of items requiring work, supplies required, item condition and organization, ledger completeness and accuracy, and the time and labor reasonably required. Only one commission split will apply to a shipment; adjustments will not be cumulative.
| Preparation level | Consignor | MGD |
|---|---|---|
| Sale-readyAll requirements satisfied; no material preparation required | 65% | 35% |
| Minor preparationLimited packaging, tagging, labeling, organization, or ledger corrections | 60% | 40% |
| Moderate preparationSubstantial preparation, supplies, identification, or ledger completion/correction | 55% | 45% |
| Extensive preparationMost or all items require preparation, substantial labor or supplies, or creation of a missing ledger | 50% | 50% |
PACKAGING, PREPARATION, & EXHIBIT A
The Consignor is responsible for following MGD’s current written submission instructions. If an adjusted commission split is required, an MGD Representative will complete and issue an Exhibit A — Shipment Intake and Commission Adjustment Authorization identifying the applicable preparation level and commission split. MGD’s issuance of the completed Exhibit A constitutes MGD’s approval of the terms stated therein. Exhibit A becomes part of this Agreement when the Consignor enters ACCEPT and signs it. For a shipment requiring an adjusted commission split, MGD will not begin preparation or offer any item from that shipment for sale until the Consignor has accepted and signed Exhibit A. If the Consignor declines the adjusted split, MGD will return the entire shipment at the Consignor’s expense. The Consignor must provide a prepaid return label or pay the requested return-shipping amount before shipment. MGD may decline inventory that is unsellable or would require unreasonable preparation.
PRICING, SALES METHODS, & DISCOUNTS
MGD has sole discretion over pricing, presentation, sales channels, live-sale scheduling, bundling, promotion, and discounts, based on item condition, buyer interest, market conditions, and sales strategy. The Consignor may not require a minimum selling price unless MGD expressly agrees to that minimum in writing before accepting the item.
CONSIGNMENT TERM
The anticipated consignment period for each accepted shipment is one (1) to two (2) live sales. The actual number and timing of live sales may vary based on the quantity of inventory submitted, buyer interest in and demand for the specific items, and MGD’s sales schedule. MGD does not guarantee that every item will be presented or sold within a specific number of live sales or by a particular date.
UNSOLD INVENTORY & CONSIGNOR ELECTION
After MGD determines that the applicable sales period has ended, unsold items will be handled according to the Consignor’s election below. MGD will notify the Consignor when the applicable sales period has ended. The Consignor is responsible for all return-shipping costs. If the Consignor selects RETURN, MGD will deduct the applicable return-shipping costs from the Consignor’s final payout and return the unsold items to the shipping address on file. If the final payout is insufficient to cover the full return-shipping cost, MGD will notify the Consignor of the remaining balance due. Unsold items will be held until that balance is paid. If the required balance remains unpaid, MGD will handle the unclaimed items only as permitted by applicable law and after any notice required by law.
PAYOUTS, REFUNDS, & ADJUSTMENTS
MGD may remit the Consignor’s share in installments as proceeds from sales of consigned items are released by the sales platform and received by MGD as cleared funds. MGD generally anticipates one (1) to three (3) payments; additional payments may be necessary if proceeds are released separately or held in reserve. MGD will initiate each payment within seven (7) business days after receiving the corresponding cleared funds, provided the Consignor’s ACH payment setup has been completed and verified. If setup is incomplete when funds clear, MGD will initiate payment within seven (7) business days after setup is completed and verified. Initiation of a payment does not constitute confirmation that funds have been credited to the Consignor’s account. Delivery remains subject to Melio’s processing requirements, bank processing times, holidays, account verification, and compliance reviews. MGD will reasonably cooperate in resolving delayed, returned, or failed payments; such events do not, by themselves, extinguish amounts otherwise due to the Consignor. If a sale is refunded, reversed, disputed, or charged back before payout, the related amount will not be included in the Consignor’s payout. If such an event occurs after payout, MGD may deduct the related amount from a future payout or request repayment from the Consignor. This provision does not authorize a debit to the Consignor’s bank account.
PAYOUT METHODS
Consignor payments will be made by domestic Automated Clearing House (ACH) bank transfer through MGD’s standalone Melio payment account. MGD will arrange for Melio to email the Consignor a payment-delivery setup request. The Consignor shall select bank transfer (ACH), provide an eligible bank account the Consignor is authorized to use, and complete any verification required by Melio or its banking partners. The Consignor is responsible for supplying and maintaining accurate contact and payment information directly with Melio and promptly notifying MGD of setup problems or necessary changes. MGD is not responsible for delays, misdirection, or failed payments caused by inaccurate, incomplete, or outdated information supplied by the Consignor, except to the extent required by applicable law. By completing the required setup, the Consignor authorizes MGD to instruct Melio to credit the designated account with payments due under this Agreement, subject to Melio’s applicable terms, privacy practices, verification, and eligibility requirements. Bank account and routing numbers shall be submitted directly to Melio. MGD does not request or store such information in Studio; the Consignor shall not send banking credentials or account details through Studio messages, email, or text to MGD. MGD will bear its standard ACH disbursement fees. Such fees will not be deducted from the Consignor’s share of Net Proceeds or payout balance. Charges independently imposed by the Consignor’s bank or for optional services the Consignor elects directly with Melio remain the Consignor’s responsibility under the applicable provider terms. Studio maintains payout records and setup confirmations; it does not transmit funds or automatically receive payment-status updates from Melio. A prepared or scheduled payout remains pending and is not recorded as paid until MGD confirms successful completion in Melio. A canceled or failed payment remains unpaid, subject to the adjustments otherwise permitted by this Agreement.
OWNERSHIP, CUSTODY, & RISK
The Consignor retains ownership of an item until it is sold. MGD will exercise reasonable care while accepted inventory is in its custody. Except to the extent caused by MGD’s failure to exercise reasonable care or as otherwise required by law, MGD is not responsible for ordinary wear from handling and presentation, changes in market value, shipping loss or damage outside MGD’s custody, or events beyond MGD’s reasonable control.
TAXES
MGD operates as an independent business providing resale and consignment services. Payments to the Consignor are proceeds from sales of the Consignor’s property and are not wages or employment compensation. The Consignor is solely responsible for determining, reporting, and paying any taxes applicable to the Consignor. MGD does not provide tax advice and makes no representation regarding the tax treatment of any transaction.
TERMINATION
Either party may end the consignment relationship by written notice, subject to completing pending sales, refunds, chargebacks, payouts, and return arrangements. MGD may immediately suspend sales or terminate this Agreement if it reasonably believes that inventory is counterfeit, stolen, unsafe, unlawfully offered, materially misrepresented, or submitted in violation of this Agreement. Return shipping remains the Consignor’s responsibility unless applicable law requires otherwise.
NOTICES & ELECTRONIC TRANSACTIONS
Notices and approvals under this Agreement may be delivered to the email address or other written contact method provided by the Consignor. The parties agree that this Agreement, Exhibit A, notices, approvals, and signatures may be created and maintained electronically, and each party may retain an electronic copy for later reference.
ENTIRE AGREEMENT; CHANGES; SEVERABILITY
This Agreement, together with any signed Exhibit A and other documents expressly incorporated by reference, constitutes the entire agreement between the parties concerning all consignments covered by this Agreement and supersedes prior discussions or representations. A change to this Agreement must be in writing and accepted by both parties. If any provision is found unenforceable, the remaining provisions will remain in effect to the fullest extent permitted by law. A waiver of one breach does not waive a later breach.
ACKNOWLEDGMENT & SIGNATURES
By signing below, the Consignor confirms that the information provided is accurate; acknowledges having read and understood this Agreement; agrees to its terms, including MGD’s authority over pricing, presentation, sales methods, and scheduling; and acknowledges receiving or having the ability to retain a copy of the Agreement.