Consignment Sale Conditions

Consignee: The Ellipses Collection Pty Ltd (ABN 63 686 957 997) of P.O. Box 2110 SALISBURY EAST QLD 4107; and

Seller: You.

Effective Date: Date you agree per completed questionnaire.

1. DEFINITIONS

1.1 Goods: Products provided by Seller for sale via the Consignee’s website (ellipses.com.au), physical events, or other platforms, including variants, promotional items, samples, packaging, and accessories.
1.2 GST-exclusive Retail Price: The listed price minus GST.
1.3 Net Proceeds: Amount payable to Seller after commission and agreed deductions (e.g., privilege fees, agreed discounts).

2. APPOINTMENT & SCOPE

2.1 The Seller consigns the Goods to the Consignee on a sale-or-return basis, as per this agreement.
2.2 The Consignee will use reasonable commercial efforts to promote and sell the Goods.
2.3 This agreement does not constitute a secure loan, tenancy, bailment, or agency.

3. TITLE & RISK

3.1 Title in the Goods will remain the Seller until sale, loss, damage, or adoption by Consignee.
3.2 Risk transfers to the Consignee upon delivery. Any loss or damage after delivery will be deemed a sale, triggering clause 5 for payment.

4. COMMISSION, PRICE & PAYMENT

4.1 Commission: Seller receives 70% of GST-exclusive Retail Price.
4.2 Suggested Retail Prices (SRPs): Seller-submitted SRPs must include GST. GST-exclusive component determines commission. 
4.3 Discounts/Promotions by Consignee: Require Seller’s prior written approval (approval shall not be unreasonably withheld) with details of promotions/discounts offered, including dates and times the promotions/discounts will run.
4.4 Discounts/Promotions by Seller: Seller must email hello@ellipses.com.au with details of discounts/promotions offered, including dates and times the promotions will run.
4.5 Sale Price Adjustments to SRP: Seller must request price adjustments via email to hello@ellipses.com.au, including details of which products to be adjusted. 
4.6 Invoicing: Consignee issues RCTI monthly noting Seller’s ABN.
4.7 Payment Timing: Monthly remittance by the 14th (or next business day) for prior month’s sales.
4.8 Late Payment: Interest at 5% p.a. simple interest on overdue amounts (30+ days past due).
4.9 Statements: Seller can access real-time sales/commission data via the Vendor Portal.

5. SALE OR RETURN

5.1 Consignee must return unsold Goods after 6 months, within 14 days at their cost.
5.2 Returned items must be in their original packaging and condition.
5.3 Rejected Returns: If Goods fail requirements, Consignee must remit Seller's Net Proceeds and may retain ownership.

6. WARRANTIES & CONSUMER LAW

6.1 Seller warranties that Goods are: free from defects; fit for purpose; Australian Consumer Law (ACL) compliant; do not infringe third-party IP rights; compliant with labelling and regulatory requirements. 
6.2 Each part indemnifies the other for ACL consumer guarantee breaches resulting from their own conduct.

7. INTELLECTUAL PROPERTY

7.1 Seller grants a non-exclusive, revocable license for the Consignee to use provided IP (images, text, descriptors, trademarks) solely for listing, advertising and selling Goods.

8. INSURANCE

8.1 Consignee must maintain insurance for all consigned Goods at replacement value.
8.2 Required policies: public/product liability and theft (including stock on-site).
8.3 Proof of insurance must be provided upon request.

9. PERSONAL PROPERTY SECURITIES ACT (CTH) 2009 (PPSA)

9.1 This is a commercial consignment under PPSA; Seller retains a security interest.
9.2 Consignee consents to security interest registration on PPSR and waives notification rights where permitted.
9.3 Confidentiality: Both warrant agreement data remains confidential and is not disclosed under s 275(1) of the PPSA.

10. CONFIDENTIALITY & DATA

10.1 Seller must maintain confidentiality regarding Consignee’s business, customer data, financials, merchandising, and suppliers.
10.2 Seller must not access, collect, or use Consignee’s customer personal data.
10.3 These obligations survive termination.

11. MARKETING & PROMOTION

11.1 Seller must promote the availability of Goods at least monthly via their platforms, including links to Consignee’s store.
11.2 Consignee will actively promote Goods via their platforms such as social media, events, and bundled items subject to clause 4.3. 
11.3 Failure by either party to meet marketing expectations may result in early termination.
11.4 Seller can provide details of events they are tabling for promotion on Consignee's social media platforms.
11.5 Where the Consignee is tabling the same event/s as the Seller, the Consignee will prioritise marketing themself. 

12. TERMINATION

12.1 Either party may terminate with 30 days’ written notice.
12.2 Immediate termination permitted for:
a. Insolvency or receivership;
b. Material breach (e.g. defective Goods, misuse of customer data);
c. Misrepresentation.
12.3 Upon termination, Consignee returns unsold Goods within 14 days at own cost (unless Seller breached terms where it will then be at Seller's cost); all outstanding amounts become immediately payable.

13. FORCE MAJEURE

Neither party is liable for delays/failure due to events beyond reasonable control (e.g. natural disasters, strikes, pandemics). Performance is suspended until the event ends.

14. ASSIGNMENT & SUBCONTRACTING

Neither party may assign or subcontract their rights or obligations without prior written consent from the other.

15. ENTIRE AGREEMENT

This agreement constitutes the entire understanding, superseding all prior communications. Any amendments must be in writing and agreed to by both parties.

16. GOVERNING LAW & DISPUTE RESOLUTION

16.1 This agreement is governed by the laws of Queensland, Australia.
16.2 Dispute Resolution Steps:
a. Good-faith negotiation;
b. Mediation through Australian Disputes Centre (per its rules);
c. Litigation in Queensland courts (exclusive jurisdiction).

Last Update: 28 July 2025

Note: Please print this page so you know the terms that you are agreeing to. Terms can change from time to time without notice.