These terms and conditions create a contract between you and The Local Edit (the “Agreement”). Please read this Agreement carefully. To confirm your understanding and acceptance of the Agreement, click “Agree” or sign the Agreement. You must agree to this Agreement if you wish to consign goods through The Local Edit.
The Local Edit Terms of Service located here are also included in this Agreement and apply to your and The Local Edit activities under this Agreement.
ONCE YOU AGREE TO THIS AGREEMENT, IT WILL REMAIN IN EFFECT UNTIL YOU OR THE LOCAL EDIT TERMINATES IT.
The Local Edit markets and sells curated small label and designer clothes, shoes and accessories,
You would like
The Local Edit to sell the items that you have sent to us or that we have collected from you (collectively, the “Property”) on a consignment basis. This means that you, notThe Local Edit , will still own the Property, even after you transfer physical possession of the Property to The Local Edit . After The Local Edit receives or picks up Property from you,The Local Edit will send you an email in accordance with “Notices” at Section 19 below confirming the items of Property received. Once the items have been evaluated, inspected by The Local Edit, you will be emailed the items that have been accepted for consignment (the items are then “Accepted”) and the list price(s) assigned to those Accepted items. Please note that all prices are determined at The Local Edit sole discretion unless previously agreed in writing. The Accepted Items will then be processed and listed as available for sale on the site and, at The Local Edit's sole discretion on other prominent resale marketplaces as as in-person at pop-up shop events.
2. DELIVERY OF PROPERTY; RISK OF LOSS; INSURANCE
The Local Edit accepts the Property from you on a consignment basis only. You are responsible for all risk of loss or damage to the Property until The Local Edit takes physical possession of it.
If an item if Property is damaged, stolen, or lost while in The Local Edit's possession, it will be treated as Sold (defined in “Title to Property” at Section 7 below) and The Local Edit will pay you a Commission (defined in “Commissions and Payment” at Section 8 below) on that item. The Commission will be based on the damaged, stolen, or lost item’s estimated Net Selling Price (defined in “Commissions and Payment” at Section 8 below), which will be determined solely by The Local Edit .
3. PROPERTY ACCEPTANCE CONDITIONS
Upon receipt,The Local Edit will evaluate each item of Property to determine, in its sole discretion, its authenticity, quality, and value. The item’s condition will affect the valuation.
The Local Edit only accept a Property for consignment: (a) that The Local Edit determines in its sole discretion to be in very good to excellent condition; (b) that is considered meeting the aesthetic of The Local Edit Shop and its current Designer Directory at the time of evaluations for items currently being accepted); (c)that The Local Edit determines in its sole discretion to be authentic; and (d) for which the representations and warranties you make in the “Your Representations, Warranties, and Indemnification” section below are true.
Property that does not meet the above requirements will not be accepted and will be either (1) returned to you at your expense if previously requested or (2) with your approval, confirmed in writing, The Local Edit will donate your items to a charity of its choice as indicated in Section 4 below and “Consignment Period and Return of Property.”
4. UNAUTHENTICATED, COUNTERFEIT, OR STOLEN ITEMS
You are responsible for ensuring the authenticity of all Property you provide to us. If The Local Edit cannot confirm the authenticity of any item of Property you have provided, it shall have the right in its sole discretion to refuse to accept the item. If The Local Edit determines at any time that an item of Property is counterfeit, The Local Edit shall notify you that it has made such a determination and you will have an opportunity to provide proof of purchase/other proof of authenticity acceptable to The Local Edit. You acknowledge and agree that any item The Local Edit determines to be counterfeit will not be returned to you and will be destroyed.
You acknowledge and understand that The Local Edit is subject to laws and regulations relating to claims that consigned items are counterfeit, have been stolen, or otherwise violate applicable law. The Local Edit takes such reports seriously and will cooperate with law enforcement in all investigations.
5. CONSIGNMENT PERIOD AND RETURN OF PROPERTY
The “Consignment Period” for each item of Property begins on the date The Local Edit accepts the item for consignment and ends 365 days thereafter, even if this Agreement has been terminated during that time by you or The Local Edit. At any time during the Consignment Period, and subject to provision, you may request in writing that The Local Edit return the item (a “Return Request”), so long as the item has not already been Sold. Once The Local Edit receives your Return Request, it will use commercially reasonable efforts to remove the item from the-localedit.com (the “Site”) before it is sold. It is your responsibility to ensure that The Local Edit has your most current contact information and mailing address.
(a) The Local Edit may pull the item from its shop at any time during the Consignment Period due to lack of interest or change of season. If an item is deemed as not an ideal selling piece for the shop after a reasonable effort has been made to sell it, it shall be donated to a charity of The Local Edit's choice, unless it had been agreed upon in writing to return that item back to you.
(b) If an item remains unsold at the end of the Consignment Period, The Local Edit will donate the item to a charity of The Local Edit's choice, unless it had been agreed upon in writing to return that item back to you.
(c) If at the end of the Consignment Period The Local Edit is unable after using commercially reasonable efforts to contact you at the email of physical address it has on file for you in accordance with the “Notices” at Section 19 below, the item may be donated to a charity of The Local Edit’s choice.
(d) All efforts will be made by The Local Edit to retrieve tax receipts for all items donated to charity that will in turn be submitted to you.
6. EFFORTS TO SELL; PRICE
So long as you comply with this Agreement, The Local Edit will display on the Site and, at The Local Edit's sole discretion display and make available for sale at local popups and cross-post on other online reseller platforms, and will make commercially reasonable efforts to sell the Property. You acknowledge and agree that:
(a) The Local Edit in its sole discretion will determine the initial selling price for each item of Property (the “Initial Sale Price”) based on its evaluation of that item, together with its determination of the current market price for that item.
(b) The Local Edit may offer additional discounts and promotions during the Consignment Period, at its sole discretion and without notice to you, as a means to efficiently market and sell the Property, unless The Local Edit and you have otherwise agreed in writing to a specific price at which a specific item must be sold.
(c) The Local Edit may offer the item within a “Charity Popup Shop” during which a portion of proceeds shall be donated to The Local Edit’s charity of choice. The commission you receive shall be based on the items sale price and the consigner shall not be responsible for the donation made to the charity by The Local Edit.
7. TITLE TO PROPERTY
You will continue to own and have title to each item of Property until that item is “Sold”. An item will be considered Sold when:
- It is sold by The Local Edit to a customer and not returned to The Local Edit within the period specified in The Local Edit's then-current Return Policy (see insert link to policy); or
- It is lost, stolen, damaged, or destroyed will in The Local Edit's possession.
8. COMMISSIONS AND PAYMENT
- “Commission Window” means (1) for the first Commission Window, the period that begins on the date your item of Property is Sold and ends at the end of the month that is one year after such date and, (2) for subsequent Commission Windows, the one-year period that begins on the following day.
- “Net Selling Price” means the price at which an item of Property is Sold, less applicable discounts and promotions and excluding taxes and shipping. “Net Sales” means the total amount received by The Local Edit from the Sale of all of your Property within a Commission Window, less applicable discounts and promotions and excluding taxes and shipping.
- The Local Edit will calculate the commission (the “Commission”) you receive for each item of Property at a rate of 40% for all items that sell below $200 and 50% for all items that sell above $200. Boutiques that consign new items with tags to The Local Edit will receive a commission at a rate of 60% for each item sold, regardless of sale price. The Local Edit may also, from time to time in its sole discretion, (i) for promotional reasons and without notice, offer Special Commission Rates that apply only to specific item categories, to specific consigners and to boutiques and shops that provide overstock items.
- Payments. The Local Edit typically begins processing Commission payments on the 1st and 15th day of every month for sales that occurred during the period. For example if your item sold between the 1st and 15th, you will receive payment on the 30th. If your item sold between the 16th - 31st, you will receive payment on the 15th. Payments will be made to you by Paypal unless you elect another payment method acceptable to The Local Edit.
The timing of processing and delivering Commission payments will vary by the payment method you select but will typically take at least two business days.
(h) Disputes. If there is a dispute between you and The Local Edit, The Local Edit shall have no obligation to pay any Commissions or other amounts due to you, including without limitation, amounts unrelated to the dispute, unless and until the dispute is resolved. The Local Edit may without any Commissions due to you (including any due for Sold items of Property not subject to the dispute) in full or partial satisfaction of any amounts you owe to The Local Edit.
You and The Local Edit may each terminate this Agreement in writing at any time, for any reason. Termination will be effective on the date of such notice and the costs listed under “Consignment Period and Return of Property” at Section 5, will apply.
10. NO ASSIGNMENT
You may not assign this Agreement or any interest you have in it without The Local Edit's prior written consent. Any prohibited assignment is null and void.
11. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF THE LOCAL EDIT'S SERVICES IS AT YOUR SOLE RISK. THE LOCAL EDIT'S CONSIGNMENT AND OTHER SERVICES ARE PROVIDED ON AS “AS IS” AND “AS AVAILABLE” BASIS. THE LOCAL EDIT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE LOCAL EDIT MAKES NO WARRANTY THAT (A) THE LOCAL EDIT'S SERVICES WILL MET YOUR REQUIREMENTS OR (B) THE LOCAL EDIT'S SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT YOU OBTAIN FROM THE LOCAL EDIT OR THROUGH OR FROM THE SITE OR THE LOCAL EDIT'S SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
THE LOCAL EDIT AND ITS SUBSIDIARIES, AFFILIATES, OFFICES, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OR FOR DAMGES FOR LOSS OF PROFITS, GOODWILL, USE, DATE, OR OTHER INTANGIBLE LOSSES RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE LOCAL EDIT SERVICES OR THE SITE; (B) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (C)THE ACTIVITIES CONTEMPLATED BY THIS AGREEMENT; OR (D) ANY OTHER MATTER RELATING TO THE LOCAL EDIT'S SERVICES OR THIS AGREEMENT.
IN NO EVENT WILL THE LOCAL EDIT'S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT IT HAS ACTUALLY RECEIVED AS A RESULT OF SELLING YOUR PROPERTY HEREUNDER.
THE FOREGOING DISCLAIMERS AND LIMITATIONS ARE A FUNDAMENTAL PART OF THE BASIS OF THE LOCAL EDIT'S BUSINESS, AND THE LOCAL EDIT WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT SUCH DISCLAIMERS AND LIMITATIONS.
PLEASE SEEK THE ADVICE OF APPROPRIATE PROFESSIONALS REGARDING THE TERMS OF THIS AGREEMENT AND THE EVALUATION OF ANY SPECIFIC OPINION, ADVICE, PRODUCT, SERVICE, OR OTHER CONTENT.
12. YOUR REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION
You hereby represent and warrant that (a) you have good and marketable title to each item of Property and have the right to consign and sell the Property; (b) none of the Property is subject to any liens or other encumbrances; (c)the Property does not include counterfeit goods; and (d) the Property does not infringe upon, misappropriate, or violate any trademark, copyright, or other intellectual property or other proprietary right of any third party, any state or federal law, or any administrative regulation.
You hereby indemnify and hold The Local Edit harmless from all damages, suits, litigation, awards, and costs, including but not limited to, reasonable attorneys’ fees and costs, incurred by The Local Edit as a result of or arising in any way out of The Local Edit's display or sale of the Property, including but not limited to, civil or criminal suits over authenticity or ownership of Property, legality of sales, or copyright or trademark infringement.
This Agreement, or the breach thereof, and all claims of any kind relating to or arising out of this Agreement and the relationship between you and The Local Edit, whether tort, contract, or statutory, shall be governed by the laws of California and the United States, without regard to its conflicts of laws principles.
13. AMENDMENTS TO THIS AGREEMENT
The Local Edit may update or change any of the terms and conditions of this Agreement at any time in its sole discretion upon 14 days’ notice, including as set forth above in “Commissions and Payment” at Section 8 above, and by notifying you in accordance with “Notices” at Section 19, below.
Revised terms will not apply to Property already Accepted for consignment prior to the effective date of those revised terms.
You shall be bound by all revised terms on the effective date, including any changes to the Commissions or Commission Rates, unless you terminate this Agreement before the effective date of the revised terms. If you do not agree to any revised terms, your sole recourse to terminate this Agreement in accordance with “Termination” at Section 9 above before the effective date of the revised terms.
14. ENTIRE AGREEMENT
This Agreement sets forth the final, complete, and exclusive agreement between you and The Local Edit regarding the subject matter hereof, and terminates and supersedes all prior understandings or agreements on such subject matter. Except as set forth in “Commissions and Payment” at Section 8 and “Amendments to this Agreement” at Section 13 above, this Agreement may be modified only by a writing signed by you and The Local Edit.
15. NO IMPLIED WAIVER
Any failure by you or The Local Edit to enforce any provision of this Agreement shall not constitute a waiver of such provision or of any other provision of this Agreement.
If any term of this Agreement is found by any court to be void otherwise unenforceable, the remainder of this Agreement shall remain valid and enforceable as though such term were absent upon the date of the execution of this Agreement.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
If you have any questions of comments about this Agreement, the Site or The Local Edit's services or wish to terminate this Agreement, please contact The Local Edit by email at firstname.lastname@example.org
The Local Edit shall provide all notices to you at the email address or physical address that you have provided to The Local Edit. You are solely responsible for keeping that information current with The Local Edit.
You hereby agree that all agreements, notices, disclosures, and other communications that The Local Edit provides electronically to you satisfy any legal requirement that such communications be in writing.