THIS AGREEMENT is dated _______________ (the "Agreement").
(1) ____________, a member of “eTrade Wine” and having its registered at www. etradewine.com(the “Consignor”).
(2) Global Linkage Holdings Limited, a limited liability company incorporated and having its registered office at Room 1502, 15/F, The Chinese Bank Building, 61-65 Des Voeux Road Central, HK (the “Consignee”).
Collectively referred to as the “Parties” or individually as a “Party”.
(A) The Parties agree to enter into a consignment relationship on the terms and conditions herein in relation to the sale of the Consigned Merchandise.
1.1 The following definitions and rules of interpretation apply in this Agreement.
Agreement: this Agreement and its schedules, if any.
Business Day: a day other than a Saturday, Sunday, or public holiday in Hong Kong when banks in Hong Kong are open for business.
Consigned Merchandise: Merchandise consigned by the Consignor to the Consignee pursuant to this Agreement as described in Schedule B.
Term: the term of this Agreement commencing on ____________ or such other date as agreed between the Parties from time to time.
2 Exclusive/non-exclusive appointment
The Consignee shall have the right to sell and distribute the Consigned Merchandise at the Venue during the Term of this Agreement. This is not an exclusive appointment.
3 Delivery of merchandise
3.1 The Consignor shall deliver to the Consignee such quantity of Consigned Merchandise that the Consignee requires for sale from the Venue.
3.2 Consignor shall pay all delivery, freight, and shipping charges if the Lot is in disqualify condition to sell.
3.3 The Consignee shall be responsible for any loss of or damage to merchandise while it is under its control. Maximum claims of damage or loss will not excess $1000 per bottle.
4 Sale of merchandise
4.1 The Consignee shall devote its best efforts to the sale and distribution of Consigned Merchandise at the Venue.
4.2 All sales made by the Consignee shall be for cash and/or credit card sales.
4.3 All sales prices shall be fixed by Auction Hammer Price.
4.4 The Consignee shall not sell the Consigned Merchandise at less than the authorised prices.
5 Management of consignee's business
5.1 The Consignee shall have entire charge of the management and operation of its business;
5.2 The Consignee will place stock in a designated area at the Venue & Proper storing condition.
5.3 The Consignor reserves no supervision or control over the Consignee in the facilities, employees, and methods to be used or employed by the Consignee in carrying out the purposes of this Agreement, and shall in no event be responsible for negligence of the Consignee and the Consignee's employees.
6 Title to merchandise
Consigned Merchandise shall remain the property of the Consignor until it is sold in the regular course of business.
No variation of this Agreement shall be effective unless Consignor is certify that understand , and agree when submit the certain merchandise (or their authorised representatives).
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.
No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
10 Rights and remedies
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
11.1 Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if:
(a) the other Party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
(b) the other Party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
(c) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts or (being an individual) is deemed either unable to pay his or her debts or as having no reasonable prospect of so doing;
(d) the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party;
(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other Party (being a company) or the other Party (being an individual) is the subject of a bankruptcy petition or order;
(f) the holder of a qualifying floating charge over the assets of that other Party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(g) a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party;
(h) a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration, or other such process is levied or enforced on or sued against, the whole or any part of the other Party's assets and such attachment or process is not discharged within fourteen (14) days;
(i) any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 12.1(d) to Clause 12.1(j) (inclusive);
(j) the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
(k) the other Party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation;
(l) there is a change of control of the other Party; or
(m) any warranty given by the other Party in this Agreement is found to be untrue or misleading.
11.2 For the purposes of Clause 12.1(b), material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating Party would otherwise derive from:
(a) a substantial portion of this Agreement; or
(b) any of the obligations set out in Clauses 2, 3, 4, 5 and 6,
during the term of this Agreement or any period during the term of this Agreement. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake, or misunderstanding.
Without affecting any other right or remedy available to it, either Party may terminate this Agreement on giving not less than 1 month written notice to the other Party.
12 Consequences of termination
12.1 On termination or expiry of this Agreement, the following clauses shall continue in force: Clause 10 (Waiver), Clause 14 (Announcements) and Clause 17 (Jurisdiction).
12.2 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations, or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
13 Entire agreement
13.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
13.2 Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
Except as expressly provided in this Agreement, each Party shall pay its own costs incurred in connection with the negotiation, preparation, and execution of this Agreement.
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.
SCHEDULE A - COMMISSION SCHEDULE
The Consignor shall be responsible for deducting applicable credit card and bank transaction fees. 3.5% of PayPal transaction charges may applies