Rockabilly Australia Pty Ltd

Consignment Terms & Conditions

1. Definitions
1.1 Consignor - the individual, business, company or organisation selling or supplying goods (“you”).
1.2 Consignee - Rockabilly Australia Pty Ltd, the company responsible for holding and reselling goods (“us”, “we”).
1.3 Goods - the products or items to be sold by the Consignee, as described in the Product Registration Form attached to this agreement.
1.4 Product Registration Form - the document attached to this agreement in which the Consignor lists the Goods, any Recommended Retail Price, and the amount payable to the Consignor for each Good, as set out in clause 12.
1.5 Drop Ship Goods - Goods that have been physically returned to the Consignor but remain listed for sale on the Consignee’s online store or other online sales channels under the arrangement described in clause 10.
1.6 Shipping Policy - the Consignee’s shipping policy, currently published at rockabillyaustralia.com/policies/shipping-policy, as amended by the Consignee from time to time.
1.7 Refund Policy - the Consignee’s refund policy, currently published at rockabillyaustralia.com/policies/refund-policy, as amended by the Consignee from time to time.

2. Background
2.1 The Consignor owns the Goods described in the Product Registration Form.
2.2 The Consignee wishes to take the Goods on consignment for sale.
2.3 The Consignor agrees to provide the Goods to the Consignee for sale or return on the terms set out in this agreement.

3. Agreement to Sell
3.1 In consideration of the delivery of the Goods by the Consignor, the Consignee agrees to use its best endeavours to sell and promote the Goods.
3.2 The Consignee reserves the right to refuse any or all Goods for proposed sale, for any reason.

4. Events Upon Sale
4.1 Within 14 business days of the date of sale of any Goods, the Consignee must remit to the Consignor the amount payable to the Consignor specified in the Product Registration Form, in accordance with clause 12.

5. Sale or Return
5.1 Any Goods not sold by the Consignee within 12 months of the date of this agreement must be returned by the Consignee to the Consignor, at the Consignee’s expense, unless otherwise agreed by both parties.
5.2 Where Goods are consigned for the duration of a specific market, event, or similar short-term engagement, the Consignee may return unsold physical Goods to the Consignor at the conclusion of that event (which may be as short as a week), rather than waiting for the 12-month period in clause 5.1 to expire. Clause 10 (Drop Ship Sales) applies where the parties agree that such Goods will continue to be listed for sale online following their physical return.
5.3 The Consignee reserves the right to terminate or pause this agreement with the Consignor at any time and for any reason.

6. Title
Title to the Goods remains with the Consignor until the earliest of the following occurs:
6.1 the Goods are sold by the Consignee;
6.2 the Goods are lost or damaged (whether or not by the Consignee or by any person for whom the Consignee is legally responsible);
6.3 the Consignee performs any act that has the effect of adopting the Goods as its own (including, without limitation, re-selling the Goods, dealing with them as the Consignee’s own property, or making actual or constructive delivery of the Goods to any person for any purpose); or
6.4 more than 12 months have passed since delivery of the Goods (the period referred to in clause 5.1), the Consignor has given the Consignee at least 14 business days’ written notice requiring the Consignee to return the Goods or confirm they are rejected, and the Consignee has not returned the Goods or responded to that notice within that period - in which case the Goods are treated as sold to the Consignee for the purposes of clause 7.2, entitling the Consignor to the amount payable to the Consignor under the Product Registration Form.

7. Risk
7.1 Risk in the Goods passes to the Consignee on delivery of the Goods by the Consignor.
7.2 Any loss or damage to the Goods occurring after delivery to the Consignee and before their return to the Consignor will be treated as a sale of the Goods to the Consignee, entitling the Consignor to the amount payable to the Consignor under the Product Registration Form - except for Goods the Consignee identifies as damaged on initial inspection within 2 business days of arrival.
7.3 Clause 7.1 does not apply to Drop Ship Goods once physically returned to the Consignor; risk in Drop Ship Goods is dealt with under clause 10.

8. Consignee’s Obligations in Relation to Goods
8.1  The Consignee must not:
(a) remove, deface, or cover up any marks identifying ownership of the Goods;
(b) misrepresent who owns the Goods; or
(c) assign, charge, lease, or otherwise deal with, or create a security interest over, the Goods except for the purposes of, and consistent with, this agreement.
8.2 Within 2 business days of the arrival of any Goods, the Consignee must inspect the Goods for damage or errors. Within 24 hours of that inspection, the Consignee must notify the Consignor of any damage found, and the Consignor will not hold the Consignee responsible for that damage.

9. Consignor’s Obligations in Relation to Goods
9.1 The Consignor must not provide, or attempt to provide, second-hand Goods to the Consignee for sale, unless the Consignee agrees otherwise in written notice.
9.2 The Consignor must ensure all Goods sent to the Consignee are in perfect condition and working order, with no damage, marks, or manufacturer faults, at the time of sending.

10. Drop Ship Sales (Post-Return Online Listing) 
10.1 Where physical Goods are returned to the Consignor under clause 5.2 (or otherwise), the parties may agree that some or all of those Goods will continue to be listed for sale on the Consignee’s online store and associated sales channels (for example rockabillyaustralia.com, social media shops, or online marketplaces) as Drop Ship Goods.
10.2 Unless varied by this clause 10, this agreement continues to apply to Drop Ship Goods, including the pricing, remittance, and title provisions set out above. For the purposes of the Shipping Policy, Drop Ship Goods are treated as “Drop-Ship Items.”
10.3 The Consignor agrees to comply with the Consignee’s Shipping Policy and Refund Policy in respect of all Drop Ship Goods, as those policies are published and updated by the Consignee from time to time. If there is any inconsistency between those policies and this agreement, the more specific provision applies, and nothing in this clause 10 limits a customer’s rights under the Australian Consumer Law.
10.4  While Goods are Drop Ship Goods, the Consignor must:
(a) hold the Goods in stock and in the same condition as when they were returned, ready for dispatch to customers;
(b) notify the Consignee within 24 hours if a Drop Ship Good is sold elsewhere, damaged, or otherwise becomes unavailable, so the online listing can be removed or updated;
(c) on receiving a sale notification from the Consignee, process and dispatch the Drop Ship Good directly to the customer within the timeframe set out in the Shipping Policy for Drop-Ship Items (currently 4 to 6 business days), using packaging that reasonably reflects the Consignee’s brand presentation; and
(d) provide the Consignee with proof of postage and any tracking details within 24 hours of dispatch, so the Consignee can meet its own tracking commitments to the customer under the Shipping Policy.
10.5 Risk in Drop Ship Goods sits with the Consignor from the time of their physical return under clause 5.2 until the Goods are delivered to the customer.
10.6 The Consignee remains responsible for taking payment from the customer and will remit the amount payable to the Consignor in accordance with clauses 4.1 and 12, regardless of the price at which the Consignee sells the Drop Ship Good to the customer.
10.7 The Consignee remains the customer’s primary point of contact for all order enquiries, returns, and claims. The Consignor must promptly provide any information, assistance, replacement, or reimbursement reasonably required for the Consignee to resolve a claim relating to the condition, quality, safety, or performance of the Goods.
10.8  Where a customer seeks a refund, repair, replacement, or return in relation to a Drop Ship Good:
(a) the Consignor must accept and act on the customer’s notification within the timeframes set out in the Refund Policy (currently within 3 days of receipt for damaged goods, with a response to the request within 2 to 5 business days);
(b) the Consignor must provide a refund, repair, or replacement where the Goods fail to meet a Consumer Guarantee under the Australian Consumer Law, consistent with the Refund Policy, subject to the exceptions set out in the Refund Policy (for example, misuse of the Goods by the customer, a fault the customer knew about before purchase, or customisations carried out against the Consignee’s advice);
(c) if the Drop Ship Good can easily be shipped, the customer will organise its return to the Consignor, and the Consignor must reimburse the customer’s reasonable return postage where the Goods are eligible for a refund, repair, or replacement;
(d) if the Drop Ship Good is too large, too heavy, or otherwise difficult for the customer to return, the Consignor must organise and pay for its collection;
(e) if the Consignor pays for inspection, postage, or collection under paragraph (c) or (d) and the Goods turn out not to be eligible for a refund, repair, or replacement, the customer (not the Consignee) is responsible for those costs, consistent with the Refund Policy;
(f) the Consignee will process any approved refund to the customer in the same form as the customer’s original payment, and will adjust the amount remitted, or to be remitted, to the Consignor under clause 4.1 accordingly; and
(g) the Consignor may require the customer to provide proof of purchase, and may require government-issued identification, before completing a refund, repair, or replacement, consistent with the Refund Policy.
10.9 For clarity, the Consignee does not offer change-of-mind refunds, and Drop Ship Goods are otherwise subject to the same Refund Policy as the Consignee’s other online sales.
10.10 Either party may withdraw Goods from the Drop Ship arrangement at any time by written notice; the Consignee will remove the online listing promptly on receiving such notice. The Consignee may also suspend or withdraw Goods from the Drop Ship arrangement if the Consignor fails to comply with the Shipping Policy, the Refund Policy, or this clause 10.

11. Personal Property Securities Act (Cth) 2009 (PPSA)
If this agreement is a commercial consignment:
11.1 it does not secure payment or performance of an obligation;
11.2 the Consignor and Consignee both deal in the Goods consigned under this agreement in the ordinary course of business;
11.3 the interest of the Consignor in the Goods and all proceeds is a security interest, and this agreement is a security agreement;
11.4 the Consignee consents to the Consignor registering its security interest on the Personal Property Securities Register, and agrees to provide all assistance reasonably required to facilitate registration;
11.5 the Consignee waives its right to receive any notice under the PPSA (including notice of a verification statement) unless the notice is required by the PPSA and cannot be excluded;
11.6 the Consignor and Consignee agree that this agreement and all related information and documents are confidential (“Confidential Information”) and will not be disclosed to unauthorised representatives or third parties, except to the extent disclosure is permitted by this agreement or required by law. The Consignor will not disclose Confidential Information pursuant to a request under section 275(1) of the PPSA; and
11.7  Unless the Goods are used predominantly for personal, domestic, or household purposes, the Consignor and Consignee agree the following rights and requirements under the PPSA do not apply to enforcement of the Consignor’s security interest in the Goods or this agreement:
(a) any requirement for the Consignor to give the Consignee a notice of removal of accession;
(b) any requirement for the Consignee to give notice of the Consignor’s proposed disposal of the Goods;
(c) any requirement for the Consignor to include, in a statement of account after disposal of the Goods, details of amounts paid to other secured parties;
(d) any requirement for the Consignor to give the Consignee a statement of account if the Consignor does not dispose of the Goods;
(e) any right of the Consignee to redeem the Goods before the Consignor exercises a right of disposal; and
(f) any right of the Consignee to reinstate this agreement before the Consignor exercises a right of disposal of the Goods.
11.8 Expressions defined in the PPSA have the same meaning when used in this agreement.

12. Price of Goods
12.1 The Recommended Retail Price and the amount payable to the Consignor for each Good must be recorded in the Product Registration Form before the Good is listed for sale.
12.2 Any Recommended Retail Price supplied by the Consignor is a recommendation only. The Consignee determines the final advertised and customer sale price.
12.3 The amount payable to the Consignor for each Good, including any agreed commission or fees, will not change unless agreed in writing by both parties, regardless of the price at which the Consignee sells the Good.