Are electronic signatures valid?

Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted. Ensure intent, consent, signer attribution, and reproducible record retention to meet legal validity tests.

Do consignment agreements need notarization?

Typically no; most consignment contracts do not require notarization. Specific states or categories of goods may have extra requirements; check local rules for transactions involving real property or regulated items.

How do I cancel a consignment?

Follow termination clause procedures: provide written notice per the contract, arrange pick-up or return of unsold goods, and reconcile outstanding sales and payments according to the agreement's timelines.

Who must sign the agreement?

An authorized representative of each party must sign. For businesses, this is an officer or person with delegated authority; include printed name and title to evidence authority.

What supporting documents attach?

Attach an inventory schedule, proof of title, any appraisal or reserve documentation, and insurance certificates. These attachments become part of the agreement and support dispute resolution.

How long should I keep signed copies?

Keep executed agreements for at least three years after termination for tax and audit purposes; healthcare records require six years (45 CFR §164.530(j)); consult counsel for longer state-specific periods.

Electronic Signature
Templates
Legal
Consignment Sale Agreement

Consignment Sale Agreement

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CONSIGNMENT SALE AGREEMENT

This Consignment Sale Agreement ("Agreement") is made and entered into as of Effective Date: by and between Consignor: with principal address , and Consignee: with principal address .

RECITALS

WHEREAS, Consignor owns certain tangible personal property described herein (the "Goods") and desires to consign the Goods to Consignee for the purpose of sale on the terms set forth in this Agreement; and

WHEREAS, Consignee is engaged in the business of selling goods of the type described and is willing to accept the Goods on consignment and to use commercially reasonable efforts to sell such Goods in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the consignment, sale, accounting and disposition of the Goods.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

In this Agreement the following terms have the meanings set forth below: "Goods" means the tangible items delivered by Consignor to Consignee and described in Schedule A as set forth in the itemized description below; "Net Proceeds" means gross proceeds of sale less applicable sales taxes, transaction fees, reasonable marketing costs agreed in writing and the Commission described in Section 5.

2. DESCRIPTION OF CONSIGNED GOODS

Itemized description of Goods and any identifying marks, serial numbers, quantities and reserve prices (if any): Total inventory declared value

3. APPOINTMENT; ACCEPTANCE

Consignor hereby appoints Consignee, and Consignee accepts appointment, to act as Consignor's non-exclusive agent to sell the Goods on consignment in accordance with the terms of this Agreement. Consignee shall exercise reasonable care in the custody, handling and display of the Goods and shall hold the Goods as bailee for Consignor until sold or returned.

4. TERM

The consignment term shall commence on Start Date: and continue until End Date: , unless earlier terminated in accordance with Section 12.

5. PRICING, RESERVE AND COMMISSION

Consignor authorizes Consignee to set retail sale prices in the ordinary course of business; provided that Consignee shall not sell any Good below any reserve price stated in the itemized description without Consignor's prior written consent. The parties agree that Consignee shall be entitled to a commission equal to of the Net Proceeds from each sale (the "Commission").

6. SALES, COLLECTIONS AND SETTLEMENT

Consignee shall use commercially reasonable efforts to solicit sales of the Goods. All sales receipts and collections from the sale of Goods shall be held by Consignee in trust for the benefit of Consignor until settlement. Consignee shall remit to Consignor the Net Proceeds due within after the end of the accounting period in which the goods were sold, together with a statement describing each sale, the gross sale price, deductions and the Commission.

Accounting frequency and reporting method

7. RECORDS; AUDIT

Consignee shall maintain complete and accurate books and records relating to the sale of the Goods and shall permit Consignor, or an independent auditor engaged by Consignor, to inspect such records upon reasonable prior notice during normal business hours no more than once per fiscal year. Any such inspection shall be conducted at Consignor's expense unless material discrepancies are discovered.

8. DELIVERY; TITLE; RISK OF LOSS

Delivery terms shall be FOB Consignee's place of business unless otherwise agreed in writing. Title to the Goods remains with Consignor while Goods are on consignment; however, risk of loss or damage to the Goods while in Consignee's custody shall be borne by Consignee, except for loss due to causes beyond Consignee's reasonable control. Consignee shall maintain commercially reasonable insurance covering the Goods while in its custody and shall provide evidence of such insurance upon request.

Insurance carrier and policy number (if available)

9. INSPECTION; RETURNS; UNSOLD GOODS

Consignor may inspect unsold Goods upon reasonable notice. If Goods remain unsold at the expiration of the Term or upon termination, Consignor may reclaim the Goods within after written request; absent reclamation, Consignee may dispose of the Goods in a commercially reasonable manner consistent with applicable law.

10. WARRANTIES AND REPRESENTATIONS

Consignor represents and warrants that it has good and marketable title to the Goods, free and clear of liens and encumbrances, and has full authority to consign the Goods. Consignee represents and warrants that it will act in good faith, comply with all applicable laws in marketing and selling the Goods, and will not commingle proceeds of sale with its general funds except as expressly permitted by this Agreement.

11. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any losses, damages, liabilities, claims and expenses (including reasonable attorney fees) arising out of a breach of such party's representations, warranties or obligations under this Agreement, or the negligent or willful acts or omissions of such party in connection with this Agreement.

12. TERMINATION

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within thirty (30) days after receipt of written notice specifying the breach. Either party may also terminate this Agreement without cause upon sixty (60) days' prior written notice to the other party; provided, that obligations with respect to Goods delivered prior to termination shall survive until final settlement.

13. CONFIDENTIALITY

Each party shall keep confidential and not disclose to any third party any non-public information concerning the other party's business, pricing, or the terms of this Agreement, except as required by law or to professional advisors who are bound by confidentiality obligations.

14. NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth below (or such other address as either party may designate by notice). Notices shall be deemed given upon personal delivery, one business day after deposit with an overnight courier, or three business days after deposit in the mail, postage prepaid.

Notice address for Consignor Notice address for Consignee

15. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

16. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of laws principles. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Governing law state

ADDITIONAL PROVISIONS

Special terms, restrictions or addenda (if any) Consignee permitted sales channels (check all that apply)

In-store Online marketplace Auction Other:

Consignor:

By:

Date:

Consignee:

By:

Date:

What a Consignment Sale Agreement Is and When It Applies

A Consignment Sale Agreement is a contract where one party (the consignor) delivers goods to another party (the consignee) to sell on the consignor's behalf. The agreement sets out which items are consigned, the consignment period, pricing or reserve amounts, commission or fee structure, payment timing, title and risk-of-loss provisions, reporting and inventory requirements, and termination conditions. It clarifies who bears storage, shipping, tax registration, and liability for unsold goods so both parties understand obligations and remedies when a sale occurs or the consignment ends.

Why a Written Consignment Agreement Matters

A written Consignment Sale Agreement reduces disputes, documents pricing and commissions, protects inventory and title, and creates clear timelines for reporting and payment. It also provides evidence for sales tax treatment and supports enforcement if items are lost, damaged, or misappropriated.

Which Parties Commonly Use This Agreement

Typical users range from individual sellers to businesses that accept goods for sale on consignment.

Independent consignors and artisans who provide goods to boutiques or galleries for sale on consignment.
Consignment stores, galleries, auction houses, and online marketplace operators that list and sell third-party items.
Brokers, dealers, and estate liquidators who manage inventory, pricing, and buyer payments under contract.

Use the agreement whenever ownership, sale proceeds, commissions, or returns require documented expectations between consignor and consignee.

Core Sections to Include in a Professional Agreement

A complete Consignment Sale Agreement groups legal and commercial terms so parties can rely on clear processes for inventory, sale, settlement, and dispute resolution.

Parties & Recitals

Identify consignor and consignee with full legal names, business type, address, and a short recital describing the consignment relationship and business context for clarity.

Goods Description

List items or attach an inventory schedule with serial numbers, quantities, condition notes, and any reserve prices or minimum sale amounts to avoid later disputes.

Pricing & Commission

Specify sale prices, whether the consignee may discount, commission or fee percentages, how fees are calculated, and any splits for taxes, shipping, or handling.

Term & Termination

State the consignment start and end dates, automatic renewal or holdover rules, notice periods, and consequences for early termination or abandonment.

Title & Risk of Loss

Clarify whether title passes upon sale or remains with consignor until sale, who insures or stores goods, and responsibility for loss, theft, or damage.

Reporting & Payment

Describe frequency and format of sales reports, payment timing after sale, accepted payment methods, reconciliation process, and handling of chargebacks or returns.

Essential Data Fields to Capture

Consignor Name: Full legal name

Consignee Name: Full legal name

Goods Description: Detailed list

Commission Rate: Percentage or fee

Effective Date: MM/DD/YYYY

Signatures: Signed and dated

Step-by-Step: How to Complete and Execute the Agreement

Follow these steps in order to prepare, approve, and finalize a consignment agreement for a single consignment transaction.

01

Prepare Information: Gather IDs, inventory lists, and pricing
02

Complete Draft: Fill fields and attach inventory schedule
03

Review Terms: Both parties confirm prices and fees
04

Sign & Distribute: Execute signatures and send copies to parties

Configuring an Online Consignment Workflow

Set these fields and options when you convert the agreement into a reusable online workflow or template for recurring consignments.

Field	Configuration
Signature Authentication	Email link with optional SMS code
Template Name	Consignment Sale Agreement — Template
Bulk Send	Enable for multiple consignments
Signed Copy Storage	Save PDF/A to cloud storage

Where to Send and Who Receives Copies

After execution, route the signed agreement to required recipients and systems for accounting, inventory, and compliance purposes.

Consignor Copy: Send signed PDF to consignor for records
Consignee Copy: Consignee retains executed copy for inventory control
Accounting: Forward to accounting for sales tax and reconciliation
Archive: Store signed file in secure document repository

Digital Signing, Format Support, and Integration Options

Use a platform that supports common file formats, secure audit trails, and optional advanced signer authentication for higher-risk consignments.

File Formats: PDF and DOCX support for templates and signed outputs
Integrations: Connectors for Salesforce, NetSuite, Google Workspace, Box
Authentication: Email, SMS code, and optional KBA or SSO

Choose a vendor that provides audit trails, secure storage (AES-256 at rest, TLS 1.2/1.3 in transit), and compliance options such as HIPAA BAA where relevant to the goods or parties involved.

Typical Timelines and Payment Deadlines to Specify

Define clear dates and time windows so both parties know when inventory must be sold, reported, and paid out following a sale.

Delivery Window:

Number of days consignor has to deliver goods

Consignment Term:

Start and end date or fixed number of days

Reporting Frequency:

Weekly or monthly sales reporting cadence

Payment Timing:

Payment to consignor within X days after sale

Reclamation Period:

Window to retrieve unsold goods after termination

Common Mistakes to Avoid When Preparing the Agreement

Vague goods descriptions without serial numbers or attached inventory create disputes about what was consigned and its condition.
Failing to state reserve prices or discounting authority leads to unexpected sales below consignor expectations or disputes over commissions.
Unclear title or risk-of-loss language makes it difficult to assign responsibility when items are lost, stolen, or damaged.
Missing sales tax registration or incorrect tax treatment can cause liability for unpaid taxes and penalties.

Potential Consequences of an Incomplete or Incorrect Agreement

Breach Damages: Monetary liability

Lost Inventory: Replacement or indemnity obligation

Tax Exposure: Unpaid sales tax liability

Commission Disputes: Withheld or litigated payouts

Title Uncertainty: Difficulty proving ownership

Contract Voidance: Enforceability risks

eSignature Vendor Comparison for Consignment Workflows

Common vendor criteria for consignment agreements include starting price, trial availability, bulk send capability, audit trail, HIPAA support, and envelope or session caps.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial, no card	Varies by vendor	Varies by vendor	Varies by vendor	Varies by vendor
Bulk Send	Yes (Business Premium)	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes (BAA available)	Yes	Yes	No	No

Real-World Consignment Use Cases

These concise examples show how consignment agreements are used in common scenarios and the practical benefits they deliver for inventory and payment clarity.

Boutique Apparel

A local boutique accepts designer dresses on consignment to expand inventory without upfront buying.

The boutique tracks items and sales weekly.
The agreement specifies reserve prices, a 40% commission, reporting every 14 days, and payment within 10 days of sale to simplify reconciliation.

Art Gallery

A gallery consigns paintings for a three-month show while the artist retains title until sale.

The gallery may discount with consignor approval.
The contract lists insured value, commission splits, exhibition responsibilities, and required condition reports to avoid post-sale disputes.

Practical Tips for Accurate and Efficient Completion

Adopt these practices to reduce errors, streamline reconciliation, and limit exposure for consignor and consignee.

Inventory Precision

Attach an itemized inventory schedule with serial numbers, photos, and condition notes. Use consistent identifiers so reports match physical items and reduce reconciliation time during sales and audits.

Explicit Pricing Rules

Define reserve prices, allowable discounts, markdown authorization, and who may approve price changes. Clear pricing rules prevent unilateral discounts that erode consignor expectations.

Regular Reporting

Require periodic sales reports in a defined format and frequency, and specify reconciliation procedures for returned, damaged, or disputed items to keep accounting clean.

Insurance & Liability

State who insures the goods and whether the consignee must carry named-peril or all-risk coverage; require proof of insurance and indemnities for third-party claims.

Frequently Asked Questions About the Consignment Sale Agreement

Answers to common questions about enforceability, signing, notarization, amendment, and recordkeeping for consignment agreements.

Need help? Contact support

Are electronic signatures valid?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted. Ensure intent, consent, signer attribution, and reproducible record retention to meet legal validity tests.
Do consignment agreements need notarization?
Typically no; most consignment contracts do not require notarization. Specific states or categories of goods may have extra requirements; check local rules for transactions involving real property or regulated items.
How do I cancel a consignment?
Follow termination clause procedures: provide written notice per the contract, arrange pick-up or return of unsold goods, and reconcile outstanding sales and payments according to the agreement's timelines.
Who must sign the agreement?
An authorized representative of each party must sign. For businesses, this is an officer or person with delegated authority; include printed name and title to evidence authority.
What supporting documents attach?
Attach an inventory schedule, proof of title, any appraisal or reserve documentation, and insurance certificates. These attachments become part of the agreement and support dispute resolution.
How long should I keep signed copies?
Keep executed agreements for at least three years after termination for tax and audit purposes; healthcare records require six years (45 CFR §164.530(j)); consult counsel for longer state-specific periods.

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