Orange Bay Company Vendor General Terms and Conditions rev0314

HOME GROWN VENDOR CONSIGNMENT GENERAL TERMS AND CONDITIONS

Items accepted by Orange Bay Company for sale through its showroom and promotion in the showroom and online as part of the Home Grown initiative are received on consignment. Orange Bay Company is not purchasing items for resale.

GENERAL CONDITIONS: Under the terms of this Consignment Contract, the Consignor agrees to deliver goods to 4 Mill Creek Road, Pembroke HM02 to be sold by Orange Bay Company, “the Consignee". The Consignee agrees to place Consignor's merchandise in store for sale. The Consignee will remit 70% of the selling price to the Consignor. Acceptance of merchandise for sale is at the sole discretion of Orange Bay Company. The Consignment Contract will remain in effect for all merchandise consigned. Consignor understands that, while Orange Bay Company agrees to use its best efforts to obtain a sale of the consigned merchandise, there is no guarantee a sale will occur. MERCHANDISE PRICING: The selling price for consigned merchandise will be established by the Consignor and noted in the Consignment Contract. Under no circumstances will the Consignor sell identical goods directly to consumers or via other retailers at suggested retail prices that are less than those that have been agreed with the Consignee in the Consignment Contract. CONSIGNMENT CONTRACT: Each time merchandise is consigned, the Consignor will complete a Consignment Contract, which will include Consignor's address, phone number, account number, and a list of items consigned on that date. The Consignor acknowledges that the Consignee may accept a larger inventory of merchandise than the Consignee can immediately display for sale and will hold the excess merchandise securely and use it to restock shelves as items are sold. An account set up fee of 10 Bermuda dollars will be charged to all new consignors. It is the Consignor's responsibility to review the Consignment Contract for accuracy every time merchandise is consigned. The Consignee cannot be held liable for losses resulting from incomplete or inaccurate information on the Consignment Contract. CONSIGNMENT TERM: The consignment term is 90 days. The consignment term starts on the date an item is logged into Orange Bay Company’s inventory system. At the Consignee’s discretion, merchandise that has not sold within 90 days may be removed from display in the showroom and returned to the Consignor. Consignors are not permitted to retrieve unsold merchandise prior to the expiration of the consignment term unless expressly authorized by the Consignee. There is an annual maintenance fee of 5 Bermuda dollars for active accounts, to be charged in the first month of the Consignee’s fiscal year. RESTOCKING: It is the responsibility of the Consignor to monitor sales of items consigned via the Orange Bay Company website (www.orangebaycompany.com). Generally, if an item has sold during the Consignment Term, the Consignor may replace that item with like items (identical or substantially similar) to “restock” the showroom displays. New items consigned must be itemized on a Consignment Contract (as above) and agreed by the Consignee. The Consignee always has discretion in selecting items for consignment; the fact that a similar item may have sold during the applicable Consignment Term is not a guarantee that the Consignee will accept a similar, replacement item on consignment. PROMOTIONS: The Consignee will never discount agreed prices. Items will not be a part of any Orange Bay Company promotions, staging projects and discounts during their consignment term. The Consignee will appropriately promote the consigned merchandise in its showroom and online. The Consignor may, at its discretion, note Orange Bay Company as a retail establishment at which consumers can purchase said items and provide hyperlinks to www.orangebaycompany.com as feasible. PAYMENT TO CONSIGNORS: Payment for sales will be made via direct deposit to a local bank account as set out in the Consignment Contract, no later than the 10th day of the month following the consignment term expiration, or any month at the discretion of the Consignor. Where direct deposit is used, an administrative fee of 1 Bermuda dollar will be passed on to the Consignor by the Consignee. Payment for sales of consigned merchandise will only be made once the balance in the Consignor’s account (i.e., Consignor’s share of the proceeds of merchandise sold) exceeds 50 Bermuda dollars. The Consignor may utilize lesser balances in the form of Orange Bay Company store credit if he or she so wishes. Also, during the term of the consignment, the Consignor may use any balances in the form of store credit. EXPIRED ITEMS: It is the responsibility of the Consignor to pick up all unsold merchandise within 5 days after consignment term expiration, providing the Consignee with 72 hours prior notice to prepare returned items ready for pickup or, at the discretion of the Consignor, to extend such contract for another 90 days. The Consignee reserves the right to dispose or donate all merchandise unsold and unclaimed 95 days from the consignment date, without notice or payment to the Consignor, and without liability on the part of the Consignee. For the avoidance of doubt, it is the responsibility of the Consignor to be aware of when the 90 day consignment term expires. LOST, STOLEN OR DAMAGED: All reasonable care will be taken of articles consigned, however, they are left at the Consignor's risk. DISPUTES: In the unlikely event of any dispute resulting in litigation, the prevailing party in such litigation shall recover from the other party the prevailing party's attorney's fee and costs, including any appeals. Orange Bay Company reserves the right to amend fees, terms and conditions at any time without prior written notice.