Confirmation of Instructions for the sale of Maternity Clothing

Agency Agreement

We confirm our acceptance of your instructions on the following terms:

1          We will act as your agents from time to time to market, promote and sell your goods at such price as shall be agreed by us in writing (the Asking Price).

2          The appointment is for a term of twelve months and thereafter unless or until the agreement is terminated by either party giving to the other not less than one months written notice, at any time.

3          The goods will be delivered to us at your own cost and risk.

4          Each item is to be sold as a separate lot and we are entitled, without your consent, to alter or add to the sale particulars at any time before sale.

5          Our commission will be 60% of the gross sales value (which means the price  actually charged to the buyer, including  VAT or other sales tax included in the price),  and will be payable by you on all sales during the term of the agreement.

6          We are not responsible for any default by the buyer.

7          The Asking Price cannot be changed without our consent. If you withdraw an item for sale during the agreement, half the commission calculated in accordance with clause 5 above based on the Asking Price, will be payable by you.  

8.1       If you are not VAT registered, we are authorised by you to deduct our commission from any sum received by us from the buyer(s) of the goods. We shall send you a statement of account and a cheque for the balance of the sale price provided that the total sales value of all items sold exceeds £50.00 or when all items which are the subject of this agreement have been sold, whichever shall first occur, or unless otherwise agreed.

8.2       If you are VAT registered, we shall send you, within 14 days after the end of each month, a statement of account showing all items sold on your behalf during that month and any customs and excise duties payable. You will then issue an invoice to us for that months sales (in a form suitable for VAT purposes) for payment within fourteen days and, within a further period of fourteen days, we shall then remit to you a cheque for the balance due after deduction of our commission under clause 3 above

9          If any of the items are unsold we may, at our absolute discretion and without consultation with you, reduce the Asking Price by up to 20% after 3 months; reduce the Asking Price by up to 50%  after a further 3 months; and after a further 3 months we may sell any item still unsold for the highest price obtainable.  All other price reductions will be subject to your agreement.

10        You may take away any items unsold after 12 months, if so requested by us, at your own expense and within 14 days.

11.1    If the goods are left at our premises for 28 days after our written request to you to take them away, you will be charged storage and we are authorised by you to dispose of the goods at our sole discretion, and without consultation with you, by selling them (at a price to be determined at our absolute discretion and without consultation with you) to defray costs and storage charges, or by giving them to charity or throwing them away.

11.2    If the goods are sold under clause 11.1 above, we shall include details of the sale(s) in our monthly statement of account and remit the balance of the sale proceeds to you after deduction of our commission in accordance with clauses 8.1 and 8.2  above.

12        All goods left with us are at your risk and are not insured by us against fire, burglary and water and accidental damage.

13        You warrant that (i) you are entitled to have possession of and to sell the goods and are entitled to instruct us to sell them (ii) you are not aware of any rights of a third party that would render the sale of the goods unlawful; (iii) all the information supplied to us by you is accurate; and (iv) the goods are of satisfactory quality and comply with all legal and other specifications for their manufacture.

14        We have a right, at our discretion, without giving any reason, to refuse to sell goods to any buyer we deem to be undesirable and to withdraw any or all of the goods from sale.

15        We shall not be liable to you for any delay or failure to perform our obligations under this agreement if the delay or failure was due to circumstance beyond our control including, without limitation, strikes, industrial disputes, breakdown of systems or network access, flood, fire, explosion or accident.

16        These terms will be subject to English law, and the English courts will have jurisdiction in respect of any dispute arising from the contract.