Consignment Terms

In order to sell goods through TWOVAULT, you must agree to the terms and conditions of this Consignment Agreement.

ONCE YOU SIGN THE AGREEMENT AND HEREBY CONFIRM YOUR UNDERSTANDING AND ACCEPTANCE OF THE CONSIGNMENT AGREEMENT, IT WILL REMAIN IN EFFECT UNTIL IT IS TERMINATED EITHER BY YOU OR BY TWO VAULT.

1. OVERVIEW

TWOVAULT markets and sells exclusive garments, accessories, furniture art and jewelry. You, the consignor, would like TWOVAULT, the consignee, to sell item(s), the "Property" on a consignment basis, that you have sent us or that we have collected from you. This means that you, not TWOVAULT, will still own the Property, even after the physical transfer to TWOVAULT. When TWOVAULT receives or picks up the Property from you, you will receive an email from TWOVAULT in accordance that the item(s) of Property have been received.

Once the item(s) have been evaluated, inspected and authenticated by TWOVAULT’s authentication team, we will write your name and have a code or tag assigned to the item that you have consigned with TWOVAULT that are now accepted for consignment. After the item(s) have been accepted for consignment, the list price(s) are assigned to these Accepted items. Please note that all prices are determined at TWOVAULT’s sole discretion unless else otherwise agreed on, in writing, previously. The Accepted item(s) will then be processed and listed as available for sale on the website and sometimes, in other selling platforms.

2. DELIVERY OF PROPERTY; RISK OF LOSS; INSURANCE

TWOVAULT accepts the Property from you on a consignment basis, only. You are, therefore, responsible for all risk of loss or damage to the Property until TWOVAULT takes physical possession of it. However, if you use TWOVAULT's approved, shipping label or any alternative method of shipment approved by TWOVAULT to ship your Property, TWOVAULT will assume the risk of loss or damage to the Property upon shipment. A "Shipment" means that the item(s) of Property are shipped together under TWOVAULT approved shipping
label, or otherwise discussed with the client.

If an item of Property is damaged, stolen, or lost while in TWOVAULT's possession, it will be treated as “Sold”, defined in "Title to Property" (Section 6), and TWOVAULT will pay you the market price of the item which will be determined by TWOVAULT’s team of specialist and the customer together.

3. PROPERTY ACCEPTANCE CONDITIONS

Upon receipt, TWOVAULT will, in its sole discretion, evaluate each item of Property to determine its authenticity, quality, and value. The condition of the Property will affect the valuation.

TWOVAULT only accepts Property for consignment:

- That TWOVAULT determines, in its sole discretion, to be in very good condition.
- That TWOVAULT determines, in its sole discretion, to be authentic.
- For which the representations and warranties you state in "Your Representations, Warranties, and Indemnification" (Section 11) are true, determined solely by TWOVAULT.

The item(s) will be uploaded to the web 14 days after receiving them. These 14 days will allow the client to withdraw from the contract without any penalty. In case TWOVAULT physically disposes of the Item(s), and you wish to withdraw from the contract within the withdrawal period of 14 days, you will have to pay the shipping costs and possible expenses arising therefrom.

Property that does not meet the requirements above will not be accepted and will be returned to you at your expense. See "Unauthenticated, Counterfeit or Stolen Items" (Section 4) and "Consignment Period and Return of Property" (Section 4) for more information.

4. CONSIGNMENT PERIOD AND RETURN OF PROPERTY

The "Consignment Period" for each item of Property begins the date on which TWOVAULT accepts the item for consignment and ends 180 days thereafter, even if this Consignment Agreement has been terminated during that time either by you or by TWOVAULT. At any time during the Consignment Period, you may request in
writing that TWOVAULT return the item(s) of Property by making a return request, so long as the item has not already been Sold. Once TWOVAULT receives your return request, it will use commercially reasonable efforts to remove the item from twovaultvintage.com as well as any alternative platform which has been used to
advertise the item. It is your responsibility to ensure that TWOVAULT has your current contact information and mailing address, currently being the day you request a return.

- If the return request is made before 180 days from the date TWOVAULT accepted the item of Property, TWOVAULT will return the item within 30 days. TWOVAULT will charge you the costs of the return and, in such case, the costs shall be deducted from your pending Commissions. If you do not have enough
pending Commissions available to cover the costs of the return, TWOVAULT shall have no obligation to return the item to you unless and until you pay TWOVAULT the costs of return prior to shipment. Additionally, TWOVAULT will charge you (i) a fee of 50€ per item. These fees reflect TWOVAULT’s up-front costs of storing, listing, and photographing the item(s) in preparation for sale; (ii) applicable shipping costs.
- If an item remains unsold at the end of the Consignment Period, TWOVAULT will contact you and give you an option at TWOVAULT’s expense to return the item to you or to sign an extension of the Consignment Period.

If at the end of the Consignment Period TWOVAULT is unable to, after using commercially reasonable efforts, contact you by email, then TWOVAULT will continue in its efforts to sell the item.

5. EFFORTS TO SELL; PRICE

So long as you comply with this Consignment Agreement, TWOVAULT will display the item of property on the Site. At TWOVAULT’s sole discretion, the item(s) might be displayed on third party platforms. TWOVAULT will make commercially reasonable efforts to sell the Property. By confirming your agreement to this Consignment Agreement, you acknowledge and agree that:

- TWOVAULT, 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.
- In order to market and promote the sale of each item, TWOVAULT may, in its sole discretion, apply an immediate discount(s) up to 50% to the item, which will affect the item’s Initial Sale Price. Exceptions if TWOVAULT and you have otherwise agreed to, in writing, a specific price at which a specific item must
be sold.
- TWOVAULT 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 TWOVAULT and you have otherwise agreed to, in writing, a specific price at which a specific item must
be sold.

6. 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 TWOVAULT to a customer and not returned to TWOVAULT.
- It is lost, stolen, damaged, or destroyed while in TWOVAULT's possession.

7. COMMISSIONS AND PAYMENT

a. A Commission Rate: (i) 20% + 1,50 € + VAT will always apply for any items priced of 1000 € or over, (ii) 25% + 1,50 € + VAT will apply for any items priced between 999,99 € and 150 €, (iii) and 30% + 1,50 € + VAT will apply for items priced under 149,99 €.
b. Calculation of Commissions. TWOVAULT will pay you a Commission on each item of Property that is Sold. The Commission shall be equal to the item’s Selling Price multiplied by the applicable Commission Rate. The Commission taxes will be deducted from the final payment. The Commissions you receive for Sales of your Property are the sole compensation you will receive under this
Consignment Agreement.
c. Payments. TWOVAULT typically begins processing Commission payments once the customer has received the item and has validated that he/she has no desire to return the item(s). Once this agreement is established, the consignee will be transferred the funds of the sale minus the commission rates and taxes that apply in section 7.c. Payments will be made 15 days after the item(s) has been
sold and received by the customer, by bank transfer or Paypal.
d. Disputes. If there is a dispute between you and TWOVAULT, TWOVAULT 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. TWOVAULT may withhold 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 TWOVAULT.

8. TERMINATION

You and TWOVAULT may each terminate this Consignment 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" (Section 4) will apply.

9. NO ASSIGNMENT

You may not assign this Consignment Agreement or any interest you have in it without TWOVAULT's prior written consent. Any prohibited assignment is null and void.

10. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY YOU EXPRESSLY UNDERSTAND AND
AGREE THAT:

YOUR USE OF TWOVAULT’S SERVICES IS AT YOUR SOLE RISK. TWOVAULT’S CONSIGNMENT AND OTHER SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TWOVAULT 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. TWOVAULT MAKES NO WARRANTY THAT (A) TWOVAULT’S SERVICES WILL MEET YOUR REQUIREMENTS; (B) TWOVAULT’S SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT YOU, OBTAIN FROM TWOVAULT OR THROUGH OR FROM THE SITE OR TWOVAULT’S SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

TWOVAULT AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OR FOR DAMAGES FOR LOSS OF PROFITS,
GOODWILL, USE, DATA, OR FOR OTHER INTANGIBLE LOSSES (EVEN IF TWOVAULT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES)

RESULTING FROM: (A) THE USE OR THE INABILITY TO USE TWOVAULT’S SERVICES OR THE SITE; (B) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (C) THE ACTIVITIES CONTEMPLATED BY THIS AGREEMENT; (D) ANY OTHER MATTER RELATING TO TWOVAULT’S SERVICES OR THIS AGREEMENT.

IN NO EVENT WILL TWOVAULT'S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT IT HAS RECEIVED AS A RESULT OF SELLING YOUR PROPERTY HEREUNDER.

THE FOREGOING DISCLAIMERS AND LIMITATIONS ARE A FUNDAMENTAL PART OF THE BASIS OF TWOVAULT'S BUSINESS, AND TWOVAULT 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.

11. 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; (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.

12. AMENDMENTS TO THIS AGREEMENT

TWOVAULT 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" (Section 7).

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 is to terminate this Agreement in accordance with "Termination" (Section 8) before the effective date of the revised terms.

13. ENTIRE AGREEMENT

This Agreement sets forth the final, complete, and exclusive agreement between you and TWOVAULT regarding the subject matter hereof, and terminates and supersedes all prior understandings or agreements on such subject matter. Except as outlined in "Commissions and Payment" (Section 7) and "Amendments to this Agreement" (Section 12), this Agreement may be modified only by a writing signed by you and TWOVAULT.

14. NO IMPLIED WAIVER

Any failure by you or TWOVAULT to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision of this Agreement.

15. SEVERABILITY

If any term of this Agreement is found by any court to be void or otherwise unenforceable, the remainder of the Agreement shall remain valid and enforceable as though such terms were absent upon the date of the execution of the Consignment Agreement.

16. SURVIVAL OF TERMS AFTER AGREEMENT ENDS

Notwithstanding any other provision of this Agreement, any provision of this Agreement that imposes or contemplates continuing obligations on you or TWOVAULT will survive the termination of the Consignment Agreement.

17. HEADINGS

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

18. NOTICES

If you have any questions or comments about this Agreement, the Site or TWOVAULT’s services or if you wish to terminate this Agreement, please contact TWOVAULT by email at customerservice@twovaultvintage.com. TWOVAULT shall provide all notices to you at the email address or physical address that you have provided to TWOVAULT. You are solely responsible for keeping that information current with TWOVAULT. You hereby agree that all agreements, notices, disclosures, and other communications that TWOVAULT provides electronically to you satisfy any legal requirement that such communications be in writing.

19. DISPUTE RESOLUTION

a. Informal Dispute Resolution. Except for any controversy or claim relating to or arising from your representations, warranties, and indemnity obligations set forth in "Your Representations, Warranties and Indemnification" (Section 11), you and TWOVAULT agree that, with respect to any matters, disputes, or claims
between you and TWOVAULT arising from or related to this Agreement or your relationship with TWOVAULT, you and TWOVAULT shall negotiate in good faith to informally resolve the problem or dispute.

If the problem or dispute is not resolved satisfactorily within 60 days after you or TWOVAULT receives notice from the other party in accordance with "Notices" (Section 18), you or TWOVAULT can submit the dispute to binding arbitration in accordance with the arbitration provisions below.