Consignment Agreement

Last updated: May 7, 2024

These Seller Terms of Use, along with the Terms of Use, will be applicable to all footwear and other items delivered by you (“You”) to, and accepted by, BIMSTORE (“BIMSTORE” or “We”) for sale on consignment (such accepted footwear and other items collectively, “Items”).

1. Delivery and Acceptance of Items

Set a consignment price for each Item (the “Consignment Price”), and ship such Items to BIMSTORE or drop off such Items to BIMSTORE in person at our retail location.

If you elect to ship Items to BIMSTORE, you are responsible for shipping your Items to BIMSTORE at your own cost and expense.

You are responsible for any applicable taxes, fees, or other charges with respect to Items consigned to BIMSTORE.

BIMSTORE will not be liable for any loss or damage to Items while in transit.

BIMSTORE is the seller of record for purchases made by buyers shopping from the Philippines.

BIMSTORE reserves the right, in its sole and absolute discretion and for any reason or no reason, to refuse to accept any or all Items which you may seek to deliver or drop off to Flight Club for consignment.

In connection with BIMSTORE’s acceptance of each such delivery of Items, We will issue to you by email a consignment receipt (each, a “Consignment Receipt”) stating the quantity and description of such Items and the Consignment Prices of such Items.

2. Rejected Items

If you deliver or drop-off item(s) to us that we deem inauthentic or unsellable in our sole and reasonable discretion, you will have the option to have the item(s) sent back to you or disposed of by us. If you choose to have the item(s) sent back to you, you will be sholder the Shipping Fee. If you do not respond within 14 days of receiving notice that your item(s) are inauthentic or unsellable or if you do not pay the Shipping Fee within 14 days of notification, we will dispose of the item(s) at our sole discretion.

3. Representations and Warranties

You represent and warrant to BIMSTORE that (a) you are able to form a legally binding contract with BIMSTORE and are not a person who is barred from using BIMSTORE’s consignment and other services (together with the Site, the “Services”) under the laws of the Philippines or any other applicable jurisdiction, (b) you are the valid and lawful owner of the Items and have good and marketable title to the Items; (c) none of the Items are or will be subject to any lien, demand, encumbrance, security interest or other claim; (d) you have the full legal right to offer and sell the Items; (e) the Items are genuine, authentic, new, and unused, and will conform to the description stated in the applicable Consignment Receipt; (f) your performance of your obligations under these Seller Terms of Use will not conflict with, or result in any violation of or default under, or require any consent, approval, or waiver from any person pursuant to, any contract to which you are party; and (g) you will comply with all laws and regulations applicable to you in the performance of your obligations under these Seller Terms of Use.

4. Sales Efforts; Prices

By delivering Items to BIMSTORE, you authorize BIMSTORE to offer the Items for sale in such manner BIMSTORE deems appropriate, including by means of display in Flight Club’s or its affiliates’ retail stores and/or on one or more of BIMSTORE’s or its affiliates’ websites or mobile applications.

BIMSTORE reserves the right to make an Item available for sale both at the designated Consignment Price.

If, at any point in time the Consignment Price you have designated for an Item is, in BIMSTORE’s sole discretion, significantly higher than the current market price for such Item, BIMSTORE will notify you of such determination and your Item may be made unavailable for sale and you may request for such Item to be shipped back to you subject to paying the Shipping Fee or you can revise the Consignment Price by notifying BIMSTORE. If such Consignment Price subsequently becomes, in BIMSTORE’s sole discretion, no longer significantly higher than the current market price for such Item, your Item will be made available for sale as described in the previous paragraph.

BIMSTORE makes no guarantees as to whether, when, or at what price any of the Items can or will be sold.

5. Proceeds of Sales; Payments

Collection of Sales Proceeds and Taxes. BIMSTORE will collect payments for all sales of Items. BIMSTORE will also collect and remit all relevant sales, use, and value added taxes on sales of Items.

BIMSTORE’s Commission. BIMSTORE will add a Consignment Fee on each Item equal to 20% (our commission, duties and taxes) of the Asking Price of the Item.

Your Earnings. Your earnings from a sale of an Item will be equal to your Asking Price.

Payments. You have two options to cash out your earnings—you can either have your funds deposited to your nominated bank account through direct deposit or to your GCash account. There will be a possible transaction fee for all cash outs.

Please allow 2-3 business days for the banks to process. Business days are Monday to Friday, excluding holidays and if you cash out after business hours, the first day would be the following business day.

6. Withdrawal of Items

Either you or BIMSTORE may, at any time, elect to withdraw the offering of any or all of the Items which have not yet been sold.

Upon any withdrawal of Items, you can pick-up your Items at our Retail Location. BIMSTORE can also ship your Items to your return shipping address.

 

7. Risk of Loss

BIMSTORE shall have no liability to you or any third parties for any loss or damage to the Items in transit to BIMSTORE, and you hereby indemnify BIMSTORE and hold BIMSTORE harmless in respect of any such losses and damages BIMSTORE will endeavor to use reasonable care in the handling, display, and storage of your Items, using not less than the same degree of care which BIMSTORE utilizes with respect to its own items of a similar nature. However, in the event that any of the Items are lost or stolen, or are damaged or destroyed by fire, flood, customer handling, civil unrest or other causes beyond BIMSTORE’s reasonable control, then, except to the extent of any insurance proceeds that BIMSTORE actually collects in respect of such Items, the risk of loss remains with you, and BIMSTORE assumes no responsibility or obligation to make any payment or reimbursement in respect of any such loss or damage, or for any special or consequential damages. BIMSTORE makes no assurance that its insurance will provide coverage for the Items or the amount which any insurer may pay in respect of any casualty relating to the Items.

8. Termination

BIMSTORE may terminate these Seller Terms of Use at any time, with or without cause, by providing you with written notice of termination (email sufficing). You may terminate by withdrawing all Items as described above in Section 6 (Withdrawal of Items), in which case these Seller Terms of Use will terminate as between you and BIMSTORE after all Items have been returned to you and you have paid the Shipping Fees for all such returned Items. Upon any termination of these Seller Terms of Use, your Items will be withdrawn and returned to you as described above in Section 6 (Withdrawal of Items).

Provisions of these Seller Terms of Use which, by their nature, should continue to apply after the termination or expiration of these Seller Terms of Use, or which impose continuing obligations on you or BIMSTORE, will survive any termination or expiration of these Seller Terms of Use.

9. DISCLAIMER OF WARRANTIES

YOU ACKNOWLEDGE AND AGREE THAT BIMSTORE’S SERVICES ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, TO THE EXTENT ALLOWED BY APPLICABLE LAW OR AS OTHERWISE STATED IN WRITING, FLIGHT CLUB EXPLICITLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICE, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. BIMSTORE MAKES NO WARRANTY THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED, THAT THE INFORMATION OBTAINED FROM THE SERVICE WILL BE ACCURATE, COMPLETE, CURRENT, OR RELIABLE, THAT THE QUALITY OF THE SERVICE WILL BE SATISFACTORY TO YOU, THAT ERRORS OR DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER DISABLING DEVICES OR HARMFUL COMPONENTS. FLIGHT CLUB MAKES NO GUARANTEE REGARDING THE RELIABILITY, ACCURACY, OR QUALITY OF ANY COMMUNICATION THAT IS POSTED ON THE SERVICE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM FLIGHT CLUB OR THROUGH THE SERVICE, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

10. LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICE REMAINS WITH YOU. NEITHER BIMSTORE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICE, INCLUDING ANY OF BIMSTORE’S AFFILIATES, SHALL BE LIABLE TO YOU FOR ANY COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, ARISING OUT OF OR IN CONNECTION WITH: (I) THESE SELLER TERMS OF USE OR FROM THE USE OF OR INABILITY TO USE THE SERVICE; (II) THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICE; (III) ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER USERS OF THE SERVICE OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICE; (IV) YOUR VISIT TO A VENUE RESULTING FROM YOUR USE OF THE SERVICE; (V) PRICING, SHIPPING, FORMAT, OR OTHER GUIDANCE PROVIDED BY BIMSTORE; (VI) DELAYS OR DISRUPTIONS IN THE SERVICE; (VII) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING THE SERVICE OR THOSE OF ANY SITE, SERVICES, OR TOOLS LINKED TO THE SERVICE; (VIII) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN THE SERVICE; (IX) DAMAGE TO YOUR HARDWARE DEVICE FROM THE USE OF THE SERVICE; (X) THE CONTENT, ACTIONS, OR INACTIONS OF THIRD PARTIES, INCLUDING ITEMS LISTED THROUGH THE SERVICE OR THE DESTRUCTION OF ALLEGEDLY FAKE ITEMS; (XI) A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR SELLER ACCOUNT; (XII) THE DURATION OR MANNER IN WHICH ITEMS YOU CONSIGN APPEAR ON THE SERVICE; OR (XIII) YOUR NEED TO MODIFY PRACTICES, CONTENT OR BEHAVIOR, OR YOUR LOSS OF ABILITY TO DO BUSINESS, AS A RESULT OF CHANGES TO THESE SELLER TERMS OF USE OR FLIGHT CLUB’S POLICIES, IN EACH CASE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT BIMSTORE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU SPECIFICALLY ACKNOWLEDGE THAT BIMSTORE SHALL NOT BE LIABLE TO YOU FOR YOUR ACTIONS OR COMMUNICATIONS USING THE SERVICE OR IN CONNECTION WITH THE SERVICE. FLIGHT CLUB SHALL NOT BE LIABLE FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION THROUGH THE SERVICE OR ANY LINKED SITES OR FOR ANY INFORMATION OR PRODUCTS OBTAINED THROUGH USE OF THE SERVICE OR OTHERWISE ARISING OUT OF THE USE OF THE SAME, REGARDLESS OF THE FORM OF ACTION OR BASIS OF ANY CLAIM. SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS OF WARRANTIES OR LIMITATIONS ON DAMAGES, SO SOME OF THESE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU; IN SUCH JURISDICTIONS, THE AGGREGATE LIABILITY OF BIMSTORR SHALL BE LIMITED IN ACCORDANCE WITH THESE SELLER TERMS OF USE TO THE FULLEST EXTENT PERMITTED BY LAW.

WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WILL BIMSTORR’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE SELLER TERMS OF USE OR FROM THE USE OF OR INABILITY TO USE THE SERVICE EXCEED THE AMOUNTS YOU HAVE PAID TO BIMSTORE FOR USE OF THE SERVICE IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS GREATER. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND FLIGHT CLUB.

IF YOU HAVE A DISPUTE WITH FLIGHT CLUB OR ARE DISSATISFIED WITH THE SERVICE, TERMINATION OF YOUR USE OF THE SERVICE IS YOUR SOLE REMEDY. FLIGHT CLUB HAS NO OTHER OBLIGATION, LIABILITY, OR RESPONSIBILITY TO YOU.

11. Indemnification

You agree to defend, indemnify, and hold harmless Flight Club and its affiliates and its and their respective employees, officers, directors, agents, representatives, licensors, suppliers, and service providers from and against all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or in any way connected with (a) your use of, or activities taken, in connection with the Service; or (b) any violation of these Seller Terms of Use by you. Flight Club reserves the right to assume all or any part of the defense of any such claims and negotiations for settlement, and you agree to fully cooperate with Flight Club in doing so.

12. Applicable Law

These Seller Terms of Use will be construed and enforced under the laws of the State of New York without regard to its choice of law principles, except for the agreement to arbitrate referenced in Section 13 (Dispute Resolution) below, the interpretation and enforcement of which shall be governed by the Federal Arbitration Act. The exclusive jurisdiction and venue of any action to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights will be the state and federal courts located in the Central District of California, and each of you and Flight Club waives any objection to jurisdiction and venue in such courts. If the agreement to arbitrate set forth below in Section 13 (Dispute Resolution) is found not to apply to you or to a particular dispute, claim or controversy, either as a result of your decision to opt out of the agreement to arbitrate or as a result of a decision by the arbitrator or a court order, the exclusive jurisdiction and venue for the resolution of such dispute, claim or controversy will be the state and federal courts located in the Central District of California, and each of you and Flight Club waives any objection to jurisdiction and venue in such courts.

13. Dispute Resolution

ANY DISPUTE BETWEEN YOU AND FLIGHT CLUB WILL BE GOVERNED BY THE TERMS OF USE, SPECIFICALLY THE SECTION "ARBITRATION AGREEMENT". PLEASE READ THIS SECTION OF THE TERMS OF USE CAREFULLY.

14. Notices

Any notices required or permitted to be given under these Seller Terms of Use shall be sent to the email address listed under your seller account. You are solely responsible for keeping your email address information current with Flight Club. You agree that all agreements, notices, and other communications that Flight Club provides electronically to you will satisfy any legal requirement that such communications must be in writing.

15. Entire Agreement

These Seller Terms of Use, along with the Terms of Use, constitute the entire agreement between you and Flight Club regarding the subject matter of these Seller Terms of Use and supersedes all prior or contemporaneous agreements, understandings, and communications, written or oral, with respect to such subject matter. In the case of any conflict between the terms of these Seller Terms of Use and the Terms of Use, these Seller Terms of Use will control.

16. Amendments

Flight Club reserves the right, in its sole discretion, to amend these Seller Terms of Use at any time. If Flight Club materially amends these Seller Terms of Use, Flight Club may notify you of the amendment and the effective date of such amendment in accordance with Section 14 (Notices). If you continue to use the Service after the effective date of such amendment, you shall be bound by the terms of these Seller Terms of Use as amended by such amendment. If an amendment is not acceptable to you, please cease using the Service and request withdrawal of your Items.

17. Waiver; Severability

Flight Club’s failure to enforce any right or provision of these Seller Terms of Use will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Flight Club. Except as expressly set forth in these Seller Terms of Use, the exercise by either party of any of its remedies under these Seller Terms of Use will be without prejudice to its other remedies under these Seller Terms of Use or otherwise.

If the application of any provision of these Seller Terms of Use to any particular facts or circumstances shall for any reason be held to be invalid, illegal, or unenforceable by a court, arbitrator, or other tribunal of competent jurisdiction, then (a) the validity, legality, and enforceability of such provision as applied to any other particular facts or circumstances, and the other provisions of these Seller Terms of Use, shall not in any way be affected or impaired thereby; and (b) such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties