These terms and conditions create a contract between you and Lace & Cloth (the
"Agreement"). Please read this Agreement carefully. To confirm your understanding and
acceptance of the Agreement, click "Agree" or sign the Agreement. You must agree to this
Agreement if you wish to consign goods through Lace & Cloth.
ONCE YOU AGREE TO THIS AGREEMENT, IT WILL REMAIN IN EFFECT UNTIL YOU OR LACE & CLOTH TERMINATES IT.
Lace & Cloth markets and sells designer wedding dresses.
You would like Lace & Cloth to sell the items that you have sent to us or that we have collected from
you (collectively, the "Property") on a consignment basis. This means that you, not Lace & Cloth,
will still own the Property, even after you transfer physical possession of the Property to Lace &
Cloth. After Lace & Cloth receives or picks up Property from you, Lace & Cloth will send you an
email in accordance with "Notices" at Section 18 below confirming the items of Property received.
Once the items have been evaluated, inspected, and authenticated by Lace & Cloth authentication
team, you will receive an additional email confirming your items have been accepted for
consignment (the items are then "Accepted") and the list price(s) assigned to those Accepted items.
The Accepted items will then be processed and listed as available for sale on the site and.
2. DELIVERY OF PROPERTY; RISK OF LOSS; INSURANCE
Lace & Cloth accepts the Property from you on a consignment basis only. You are responsible for all
risk of loss or damage to the Property until Lace & Cloth takes physical possession of it; however, if
you use Lace & Cloth's approved, pre-paid shipping label and approved method of shipment to ship
your Property, Lace & Cloth will assume the risk of loss or damage to the Property upon shipment. A
"Shipment" means items of Property that are shipped together under one Lace & Cloth approved,
pre-paid shipping label.
If an item of Property is damaged, stolen, or lost while in Lace & Cloth's possession, it will be treated
as Sold (defined in "Title to Property" at Section 6 below) and Lace & Cloth will pay you a
Commission (defined in "Commissions and Payment" at Section 7 below) on that item. The
Commission will be based on the agreed upon selling price (defined in "Commissions and
Payment" at Section 7 below), which will be determined solely by the seller. Except in New
Jersey, this remedy shall constitute your sole remedy and entire recourse against Lace &
Cloth for Property that is damaged, stolen, or lost and is in lieu of any other remedy
otherwise available as a matter of law or equity.
3. PROPERTY ACCEPTANCE CONDITIONS
Upon receipt, Lace & Cloth will evaluate each item of Property to determine, in its sole discretion, its
authenticity, quality, and value. The item’s condition will affect the valuation.
Lace & Cloth only Accepts Property for consignment : (a) that Lace & Cloth determines in its sole
discretion to be in very good to excellent condition; (b) that Lace & Cloth determines in its sole
discretion to be authentic; and (c) for which the representations and warranties you make in your
application "Your Representations, Warranties, and Indemnification" section below are true.
Property that does not meet the above requirements will not be accepted and will be either (1)
returned to you at your expense or (2) with your approval, confirmed in writing, Lace & Cloth will
donate your items to a charity of its choice (see "Unauthenticated Items" at Section 4 below and
"Consignment Period and Return of Property" at Section 5 below for more information).
4. UNAUTHENTICATED, COUNTERFEIT, OR STOLEN ITEMS
You are responsible for ensuring the authenticity of all Property you provide to us. If Lace & Cloth
cannot confirm the authenticity of any item of Property you have provided, it shall have the right in its
sole discretion to refuse to accept the item. If Lace & Cloth determines at any time that an item of
Property is counterfeit, Lace & Cloth shall notify you that it has made such a determination and you
will have an opportunity to provide proof of purchase/other proof of authenticity acceptable to Lace &
Cloth. You acknowledge and agree that any item Lace & Cloth finally determines to be
counterfeit will be returned to you at your expense.
5. CONSIGNMENT PERIOD AND RETURN OF PROPERTY
The "Consignment Period" for each item of Property begins on the date Lace & Cloth Accepts the
item for consignment and ends 365 days thereafter, even if this Agreement has been terminated
during that time by you or Lace & Cloth. At any time during the Consignment Period, and subject to
this provision, you may request in writing that Lace & Cloth return the item (a "Return Request"), so
long as the item has not already been Sold. Once Lace & Cloth receives your Return Request, it will
use commercially reasonable efforts to remove the item from the laceandcloth.com (the "Site"),
before it is sold. It is your responsibility to ensure that Lace & Cloth has your most current contact
information and mailing address.
(a) If the Return Request is made 90 days or less from the date Lace & Cloth Accepted the item of
Property, Lace & Cloth will return the item within 30 days. Lace & Cloth will charge you the costs of
return. Lace & Cloth shall have no obligation to return the item to you unless and until you pay Lace
& Cloth the costs of return prior to shipment.
Additionally, Lace & Cloth will charge you (i) a fee of $15 per item, which fees reflect Lace & Cloth’s
up-front costs of storing, cataloging, and photographing the item in preparation for sale, plus (ii)
applicable shipping costs.
(b) If the Return Request is made more than 90 days after Acceptance, the item will be returned
within 30 days at Lace & Cloth’s expense and no fees will be added.
(c) If an item remains unsold at the end of the Consignment Period, Lace & Cloth will contact you
and, at your option and Lace & Cloth’s expense: (i) return the item to you or (ii) donate the item to a
charity of Lace & Cloth’s choice.
If at the end of the Consignment Period Lace & Cloth is unable after using commercially reasonable
efforts to contact you at the email or physical address it has on file for you in accordance with the
"Notices" at Section 18 below, the item may be donated to a charity of Lace & Cloth’s choice.
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:
(a) it is sold by Lace & Cloth to a customer and not returned to Lace & Cloth within the period
specified in Lace & Cloth's then-current Return Policy; or
(b) it is lost, stolen, damaged, or destroyed while in Lace & Cloth's possession.
7. COMMISSIONS AND PAYMENT
(a) "Net Selling Price" means the price at which an item of Property is Sold, less applicable
discounts and promotions and excluding taxes and shipping. "Net Sales" means the total amount
received by Lace & Cloth from the Sale of all of your Property, less applicable discounts and
promotions and excluding taxes and shipping. For example, if you had
three items of Property that Sold in a Commission Window whose Net Selling Prices were $5,000,
$1,000, and $4,000, your Net Sales would be $10,000.
The Commission Rate that will apply to Sales of your Property is based on your Net Sales
within that Commission Window. Lace & Cloth may also, from time to time in its sole discretion,
(i) for promotional reasons and without notice, offer Special Commission Rates that apply only to specific
item categories, are offered for a specific period of time, or that have other special conditions and
(ii) make other changes to its Commission structure and the Commission Rates upon at least
fourteen (14) days' notice to you as described in "Amendments to This Agreement" at Section 13 below.
(b) Calculation of Commissions. Lace & Cloth will pay you a Commission on each item of Property
that is Sold. The Commission shall be equal to the item’s Net Selling Price multiplied by the
applicable Commission Rate. The Commissions you receive for Sales of your Property are the sole
compensation you will receive under this Agreement.
(c) Payments. Lace & Cloth typically begins processing Commission payments 3 days after the date the
the Sale occurs. Payments will be made to you by physical check, direct deposit or, if
if you elect another payment method acceptable to Lace & Cloth, by such payment method.
The timing of processing and delivering Commission payments will vary by the payment method you
select but will arrive within 15 business days of the Sale.
Payment processing services for consignors on Lace & Cloth are provided by Stripe and are subject
to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service
(collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate
as a consignor on Lace & Cloth, you agree to be bound by the Stripe Services Agreement, as the
same may be modified by Stripe from time to time. As a condition of Lace & Cloth enabling payment
processing services through Stripe, you agree to provide Lace & Cloth accurate and complete
information about you and your business, and you authorize Lace & Cloth to share it and transaction
information related to your use of the payment processing services provided by Stripe.
(d) Disputes. If there is a dispute between you and Lace & Cloth, Lace & Cloth 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. Lace & Cloth 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 Lace & Cloth.
You and Lace & Cloth may each terminate this 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" at Section 5, will apply.
9. NO ASSIGNMENT
You may not assign this Agreement or any interest you have in it without Lace & Cloth'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 Lace & Cloth’S SERVICES IS AT YOUR SOLE RISK. LACE & CLOTH’S
CONSIGNMENT AND OTHER SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE"
BASIS. LACE & CLOTH 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 NONINFRINGEMENT.
LACE & CLOTH MAKES NO WARRANTY THAT (A) LACE & CLOTH’S SERVICES WILL MEET
YOUR REQUIREMENTS OR (B) LACE & CLOTH’S SERVICES WILL BE UNINTERRUPTED,
TIMELY, SECURE, OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR
WRITTEN, THAT YOU OBTAIN FROM LACE & CLOTH OR THROUGH OR FROM THE SITE OR
LACE & CLOTH’S SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN
LACE & CLOTH 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 Lace & Cloth HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES)
RESULTING FROM: (A) THE USE OR THE INABILITY TO USE LACE & CLOTH’S SERVICES OR
THE SITE; (B) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR
DATA; (C) THE ACTIVITIES CONTEMPLATED BY THIS AGREEMENT; OR (D) ANY OTHER
MATTER RELATING TO LACE & CLOTH’S SERVICES OR THIS AGREEMENT.
IN NO EVENT WILL LACE & CLOTH'S LIABILITY UNDER THIS AGREEMENT EXCEED THE
AMOUNT IT HAS ACTUALLY RECEIVED AS A RESULT OF SELLING YOUR PROPERTY
THE FOREGOING DISCLAIMERS AND LIMITATIONS ARE A FUNDAMENTAL PART OF THE
BASIS OF LACE & CLOTH’S BUSINESS, AND LACE & CLOTH 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; and (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
You hereby indemnify and hold Lace & Cloth harmless from all damages, suits, litigation, awards,
and costs, including but not limited to, reasonable attorneys’ fees and costs, incurred by Lace &
Cloth as a result of or arising in any way out of Lace & Cloth's display or sale of the Property,
including but not limited to, civil or criminal suits over authenticity or ownership of Property, legality of
sales, or copyright or trademark infringement. You expressly consent to jurisdiction of a federal or
state court located in the County of New York, Borough of Manhattan with respect to any matter
arising under this Section 12.
This Agreement, or the breach thereof, and all claims of any kind relating to or arising out of this
Agreement and the relationship between you and Lace & Cloth, whether tort, contract, or statutory,
shall be governed by the laws of New York, without regard to its conflicts of laws principles.
12. AMENDMENTS TO THIS AGREEMENT
Lace & Cloth 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" at Section 8 above, and by notifying you in accordance with "Notices" at Section 19,
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" at Section 9 above before the effective date of the
13. ENTIRE AGREEMENT
This Agreement sets forth the final, complete, and exclusive agreement between you and Lace &
Cloth regarding the subject matter hereof, and terminates and supersedes all prior understandings
or agreements on such subject matter. Except as set forth in "Commissions and Payment" at
Section 8 and "Amendments to this Agreement" at Section 12 above, this Agreement may be
modified only by a writing signed by you and Lace & Cloth.
14. NO IMPLIED WAIVER
Any failure by you or Lace & Cloth to enforce any provision of this Agreement shall not constitute a
waiver of such provision or of any other provision of this Agreement.
If any term of this Agreement is found by any court to be void or otherwise unenforceable, the
remainder of this Agreement shall remain valid and enforceable as though such term were absent
upon the date of the execution of this 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 Lace & Cloth will survive the termination of this
Headings used in this Agreement are provided for convenience only and shall not be used to
construe meaning or intent.
If you have any questions or comments about this Agreement, the Site or Lace & Cloth’s services or
wish to terminate this Agreement, please contact Lace & Cloth by email at email@example.com.
Lace & Cloth shall provide all notices to you at the email address that you have provided to Lace &
Cloth. You are solely responsible for keeping that information current with Lace & Cloth.
You hereby agree that all agreements, notices, disclosures, and other communications that Lace &
Cloth provides electronically to you satisfy any legal requirement that such communications be in
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" at Section 11 above, you and Lace & Cloth agree that, with
respect to any matters, disputes, or claims between you and Lace & Cloth arising from or related to
this Agreement or your relationship with Lace & Cloth, you and Lace & Cloth 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 Lace & Cloth receives notice from the other party in
accordance with "Notices" at Section 18 above, you or Lace & Cloth can submit the dispute to
binding arbitration in accordance with the arbitration provisions below.
(b) Arbitration. Except for any controversy or claim (i) relating to your obligation to indemnify Lace &
Cloth, set forth in "Your Representations, Warranties and Indemnification" at Section 11 above
or (ii) properly filed and pursued in small claims court on an individual basis, any claim, dispute, or
controversy between you and Lace & Cloth arising from or relating to this Agreement or the
relationships which result from this Agreement that remains unresolved after you and Lace & Cloth
attempt to resolve them informally shall be resolved by binding arbitration brought on an individual
basis as a "Common Claim" before the National Arbitration Forum (NAF) pursuant to the Code of
Procedure then in effect (or such other arbitration provider as is mutually agreeable to you and Lace
& Cloth) in a manner consistent with the terms in this Agreement. You and Lace & Cloth shall submit
all available documents that support all claims, counterclaims, or defenses at the time of submission
of the initial claim or response thereto. Formal discovery will only be permitted upon a showing of
good cause and subject to the arbitrator’s approval. In the event the arbitrator requires an in-person
proceeding, you agree that such proceeding shall take place in the County of New York, Borough of
Manhattan. You and Lace & Cloth shall each pay our own arbitration and hearing fees, costs, and
expenses, including but not limited, to fees, costs, and expenses for attorneys, experts, discovery,
and witnesses (as applicable). The arbitration shall be conducted by a single arbitrator. The
arbitration may be held by telephone or by written submissions if you and Lace & Cloth so elect. The
arbitrator shall issue a written award. Any award of the arbitrator may be entered as a judgment in
any court having jurisdiction. Information may be obtained at www.adrforum.com and claims may be
filed electronically at firstname.lastname@example.org. After an arbitration is commenced, if the initiating party (the
"Claimant") makes a written offer of settlement that is rejected by the other party ("Respondent"),
and Claimant is the prevailing party in arbitration and recovers an amount equal to or greater than
Claimant’s offer of settlement, Claimant shall recover his, her, or its reasonable attorneys’ fees and
expenses incurred in investigating, preparing for, and pursuing the claim in arbitration up to $25,000.
After an arbitration is commenced, if Respondent makes a written offer of settlement that is rejected
by Claimant, and Claimant either does not prevail in arbitration or does not recover more in the
arbitration than Respondent’s offer of settlement (exclusive of attorneys’ fees or costs awarded to
Claimant by the arbitrator), then Respondent shall recover his, her, or its reasonable attorneys’ fees
and expenses incurred in investigating, preparing for, and defending the claim in arbitration up to
$25,000. This agreement shall be governed by and interpreted under the Federal Arbitration Act, 9
U.S.C. Sections 1-16.
(c) Exceptions. This agreement to arbitrate does not apply to claims filed on an individual basis in
small claims court properly within that court’s jurisdiction and proceeding on an individual (non-class)
basis. You and Lace & Cloth expressly agree that arbitration shall proceed solely on an individual
basis without the right for any claims to be arbitrated on a class-action basis or on bases involving
claims brought in a purported representative capacity on behalf of others. The arbitrator’s authority
to resolve and make written awards is limited to claims between you and Lace & Cloth. Claims may
not be joined or consolidated unless agreed to in writing by all parties. No arbitration award or
decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not
a named party to the arbitration. Notwithstanding any other provision in this Agreement, if any
portion of this "Exceptions" provision is deemed invalid or unenforceable, then the entire Arbitration
Provision (other than this sentence) shall not apply.
(d) Voluntary and Knowing Waiver.
BY ENTERING INTO THIS ARBITRATION AGREEMENT, YOU ACKNOWLEDGE AND AGREE
THAT YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY FOR ANY CLAIM SUBJECT TO
ARBITRATION. YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOU MAY ONLY BRING A
CLAIM IN YOUR INDIVIDUAL CAPACITY, AND NOT IN ANY REPRESENTATIVE CAPACITY.
OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS DISCOVERY
OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST.