Consignment Agreement
This agreement is made on 7 November 2026 between:
- Lina Marques, of 17 Rua das Flores, 4050-262 Porto, Portugal ("the Consignor"); and
- Galeria Atlantico Lda, of Avenida da Liberdade 210, 1250-147 Lisbon, Portugal ("the Consignee").
The Consignor owns the goods described below and wishes the Consignee to sell them on its behalf. The Consignee agrees to do so on the terms below.
1. Words used in this agreement
- "Goods" means the goods described in section 2, and any others that the parties agree in writing to add.
- "Selling Price" means the price at which the Consignee sells an item to a customer, excluding sales tax.
- "Net Proceeds" means the Selling Price of the items sold, less the Consignee's commission.
- "Inventory" means the written list of Goods, with their agreed prices and condition, that the parties sign on each delivery.
2. The Goods
2.1 The Consignor places the following Goods with the Consignee, to be sold by the Consignee on the Consignor's behalf:
- 12 hand painted ceramic bowls, item numbers B1 to B12
- 8 woven wall hangings, item numbers W1 to W8
Each in new condition, listed with the agreed prices in the inventory the parties sign on delivery.
2.2 On each delivery, the parties will check the Goods together and sign an Inventory that records what is delivered and its condition. The Consignee will tell the Consignor in writing within 3 days of delivery of any shortage or damage it finds. Otherwise the Goods are treated as received in the condition stated in the Inventory.
2.3 The Goods are consigned for sale in the following place or channel only: in the Consignee's shop at Avenida da Liberdade 210 and on its website. The Consignee will not sell them elsewhere or through another dealer without the Consignor's written consent.
2.4 The Consignor may deliver more Goods later by agreement. Each later delivery is covered by this agreement.
3. Term
This agreement starts on 1 March 2027 and continues for 6 months from the start date, unless it ends sooner under section 12. The parties may extend it in writing.
4. Ownership stays with the Consignor
4.1 The Goods remain the property of the Consignor until they are sold to a customer, and the Consignee receives no ownership in them. The Consignee holds them as agent and custodian, not as a buyer.
4.2 The Consignee will keep the Goods separate from its own stock and from the goods of others, and will mark them so that they can be identified as belonging to the Consignor, for example by the Inventory number and the Consignor's name. It will not sell, pledge, lend, use, or part with them, other than by a sale in line with this agreement. They are not part of the Consignee's property for the purposes of its creditors, and the Consignee will tell any person who tries to take them, and the Consignor at once, that they belong to the Consignor.
4.3 The Consignee will help the Consignor register the consignment, put up notices, or take any other step that the law of the place requires to protect the Consignor's ownership against the Consignee's creditors, and will sign any document for that purpose.
4.4 When an item is sold, the Consignee sells as agent of the Consignor and ownership passes directly from the Consignor to the customer. The Consignee holds the proceeds of the sale on trust for the Consignor, as far as the law allows, until it has paid the Consignor under section 7, and will not mix them with its own funds beyond what is reasonable in the usual running of a shop.
5. Price
5.1 The Selling Price is set as follows: The Consignor sets the price of each item in the inventory, and the Consignee may not sell it for less.
5.2 The Consignee may give the following discounts:
up to 10% on an item for a customer who buys three or more, with the commission calculated on the discounted price
Otherwise, the Consignee may not sell an item below the agreed price without the Consignor's written consent, given in advance for that item.
5.3 The Consignor may change the price of an item by written notice. A change does not apply to an item that the Consignee has already agreed to sell to a customer, or has reserved for them.
5.4 The Consignee will state clearly to customers the Selling Price and any sales tax, and will collect and pay all sales taxes, such as value added tax, that arise on the sale of the Goods, unless the parties agree in writing that the Consignor will. The Consignee will give the Consignor the documents it needs to account for tax.
6. Commission and costs
6.1 The Consignee's commission is 35% of the selling price, before sales tax, on the Selling Price of each item sold. The commission is its only reward for selling the Goods. The Consignee may not add any other fee, or charge for storage, handling, display, advertising or card fees, unless this agreement says so.
6.2 The Consignor pays to deliver the goods to the Consignee, and the Consignee pays for display, shop marketing and returning unsold goods.
6.3 The Consignee is not entitled to commission on an item that is returned or refunded, and any commission already deducted is added back to the account.
7. Reports and payment
7.1 The Consignee will send the Consignor a written report, and pay the Net Proceeds of the items sold, monthly, by the 10th day of the month after the sales, in euros, by bank transfer to the account that the Consignor names in writing.
7.2 Each report will list, for the period: each item sold, the date of sale and the Selling Price; the commission deducted; the Net Proceeds paid; each item returned, damaged, reserved or lost; and the items still held. A report is due even if nothing was sold.
7.3 The Consignee will pay for an item whether or not the customer has paid it in full, if the Consignee has agreed to sell on credit or by instalments. If the customer is late in paying, the risk is the Consignee's.
7.4 If the customer returns an item within the time the law or the Consignee's return policy allows, the Consignee will take it back and refund the customer, and the item remains the Consignor's Goods. The Consignor will repay the part of the Net Proceeds it received for it, which the Consignee may deduct from the next payment.
7.5 A sum not paid on time carries interest at 4% a year above the base rate of the central bank of the country of the currency, from the due date until payment.
8. Insurance and risk
Insurance and loss
The Consignee will tell the Consignor at once if any Goods are lost, stolen or damaged, and will give it the details and any report to the police or the insurer. If the Consignee bears the risk and an item is lost or damaged, it will pay the Consignor the Net Proceeds that the Consignor would have received on selling it at the agreed price, unless the parties agree another value.
9. Display and care of the Goods
9.1 The Consignee will store, display and sell the Goods with the same care as it takes of its own goods, and in a way that shows them well, keeps them clean and secure, and protects them from damage, sunlight, damp and handling.
9.2 The Consignee will display the Goods as follows:
in a visible place in the main shop, with the Consignor's name beside them
9.3 The Consignee will not alter, repair, repackage or clean the Goods in a way that changes them, or remove or change any label or mark, without the Consignor's written consent. It will not make any statement about the Goods to customers that it knows is untrue or has no basis, and will pass on the information that the Consignor gives about their materials, origin, care and safety.
9.4 The Consignor may use the Consignee's name and shop, and the Consignee may use the Consignor's name, trade mark and photographs of the Goods, to promote the sale of the Goods during this agreement, and no longer. Neither may otherwise use the other's name or marks without consent.
10. The Consignor's promises
The Consignor promises that: it owns the Goods and is free to sell them; they are free from any mortgage, lien or claim of another person; they are accurately described; they are lawful to sell and safe for their intended use; and they do not infringe any person's rights, including rights in designs and trade marks. The Consignor will keep the Consignee free from claims, losses and costs that result from a breach of these promises, including reasonable legal fees.
11. Unsold Goods and inspection
11.1 The Consignor may ask the Consignee for a count of the Goods at any time, and may visit the shop during business hours, on reasonable notice, to check them. The Consignor may also withdraw any item from sale by giving written notice, except one that the Consignee has already sold or has agreed to sell.
11.2 When this agreement ends or expires, the Consignee will give the Consignor a final report and payment, and the Consignor will collect the unsold Goods, within 14 days, from the Consignee's premises during business hours. The Goods are returned in the condition in which they were delivered, except for normal wear. If the Consignor does not collect them in that time, the Consignee may send them to the Consignor at the Consignor's cost, or store them for a reasonable charge. If the Consignor still does not collect them after a further 30 days, the Consignee may, after a written warning, sell them in good faith and keep the Net Proceeds of the sale, after deducting its reasonable costs, for the Consignor.
11.3 The parties will count the Goods together on return and sign off the Inventory, with any items sold, lost or damaged noted.
12. Ending the agreement
12.1 Either party may end this agreement before the term ends by giving the other 30 days of written notice.
12.2 Either party may end it at once by written notice if the other materially breaches it and, where the breach can be put right, does not do so within 14 days of being asked in writing, or if the other becomes insolvent, makes an arrangement with its creditors or stops trading. The Consignor may end it at once, and take back the Goods, if the Consignee sells an item below the agreed price without consent, does not pay on time, or lets the Goods be taken by its creditors.
12.3 When it ends, section 11.2 applies. The Consignee may keep selling items already agreed with customers. Rights that arose before the end, and sections 4, 7, 8, 10, 13 and 14, continue.
13. Records
The Consignee will keep full and accurate records of the Goods received, sold, returned, lost and held, and of the amounts received and paid, for at least the time the law requires and not less than 5 years. The Consignor may inspect and copy them on reasonable notice, once a quarter, or sooner if it has good reason to think a report is wrong. If a check shows that the Consignee underpaid by more than 5%, it will pay the difference with interest and the reasonable cost of the check.
14. General
- The Consignee is an independent business. It is the Consignor's agent only to sell the Goods under this agreement. It may not make a promise on the Consignor's behalf about anything else.
- Notices under this agreement must be in writing, and may be sent by email or delivered to the address at the top of this agreement, or to another address that a party has told the other of in writing.
- Neither party may transfer its rights or obligations under this agreement without the other's written consent.
- This agreement is the whole agreement between the parties about the Goods. It replaces everything said or written earlier, and may be changed only in writing signed by both parties.
- If any part of this agreement cannot be enforced, the rest remains in effect.
- A party that does not use a right straight away has not given it up.
- This agreement may be signed in separate copies and electronically, and together they form one agreement.
15. Governing law and disputes
This agreement, and any dispute that arises from it, is governed by the laws of Portugal. The parties will first try to settle any dispute by discussing it in good faith for 30 days after one of them gives written notice of it.
The place for deciding any dispute under this agreement is Lisbon. How disputes are decided
Either party may ask a court anywhere for an urgent order to protect the Goods or the proceeds of their sale while a dispute is decided.
Signatures
The Consignor: Lina Marques
Name and title: ______________
Signature: ______________
Date: ______________
The Consignee: Galeria Atlantico Lda
Name and title: ______________
Signature: ______________
Date: ______________