Selling & Consignment Terms.

Last Revised: 11/9/2021
Selling & Consignment Terms
These terms and conditions create a contract between you and Luxus & Invoco, Inc. (the "Agreement" and/or "Selling & Consignment Terms"). Please read this Agreement carefully. To confirm your understanding and acceptance of the Agreement, you will be required to click the checkbox next to "I agree to the Selling & Consignment Terms." during your appointment booking, sign the paper or digital Agreement slip/page upon drop off or pickup. You must agree to this Agreement if you wish to sell or consign goods with Luxus & Invoco, Inc.
UPFRONT PAYMENT/instantPAY SELLING TERMS
1. OVERVIEW
You would like to sell the items that you have sent to us or that we have collected from you (collectively, the "Property") to Luxus & Invoco Inc. on an upfront payment basis. This means that you, would like to transfer ownership of the property to Luxus & Invoco Inc. in exchange for a mutually agreed upon upfront payment.
2. DELIVERY OF PROPERTY; RISK OF LOSS; INSURANCE
You are responsible for all risk of loss or damage to the Property until Luxus & Invoco Inc. takes physical possession of it; however, if you use Luxus & Invoco Inc.'s approved, pre-paid shipping label and approved method of shipment to ship your Property, Luxus & Invoco Inc. 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 Luxus & Invoco Inc. approved, pre-paid shipping label. The same policy applies for item pickup appointments.
If an item of Property is damaged, stolen, or lost while in Luxus & Invoco Inc.'s possession and before any upfront payments have been made, Luxus & Invoco Inc. will pay you a standard $3 on that item. This remedy shall constitute your sole remedy and entire recourse against Luxus & Invoco Inc. 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 before any upfront payments have been made.
3. PROPERTY ACCEPTANCE CONDITIONS
Upon receipt, Luxus & Invoco Inc. 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.
Luxus & Invoco Inc. only Accepts Property: (a) that Luxus & Invoco Inc. determines in its sole discretion to be in good to excellent condition; (b) that is listed in Luxus & Invoco Inc.’s current Brand Search Bar at the time of evaluation (see https://luxusandinvoco.com/sell for items currently being accepted); (c) that Luxus & Invoco Inc. determines in its sole discretion to be authentic.
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, Luxus & Invoco Inc. will donate your items to a charity of its choice and supply you with a Donation Receipt upon request (see "Unauthenticated Items" at Section 4 below 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 Luxus & Invoco Inc. 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 Luxus & Invoco Inc. determines at any time that an item of Property is counterfeit, Luxus & Invoco Inc. 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 Luxus & Invoco Inc.. You acknowledge and agree that any item Luxus & Invoco Inc. finally determines to be counterfeit will not be returned to you and will be destroyed. Please note counterfeit goods are illegal.
You acknowledge and understand that Luxus & Invoco Inc. is subject to laws and regulations relating to claims that consigned items are counterfeit, have been stolen, or otherwise violate applicable law. Luxus & Invoco Inc. takes such reports seriously and will cooperate with law enforcement in all investigations.
5. RETURN OF PROPERTY
You maintain the right to request the return of any items (a “Item Return Request”) before any upfront payments have been made. You will be responsible for either picking up your item at our retail store location or for the cost of return shipping. Return shipping costs will be billed to you via an electronic invoice and will be determined in the sole discretion of Luxus & Invoco Inc.
Luxus & Invoco Inc. shall have no obligation to ship the property back to you until it receives payment for the return shipping costs. You may request in writing (over email at info@luxusandinvoco.com, via live chat on www.luxusandinvoco.com or via facebook messenger, that Luxus & Invoco Inc. return the item (a “Item Return Request"), so long as the item has not already been sold to Luxus & Invoco Inc. Once Luxus & Invoco Inc. receives your “Item Return Request” and a paid return shipping invoice, it will use commercially reasonable efforts to return the item to you. It is your responsibility to ensure that Luxus & Invoco Inc. has your most current contact information and mailing address.
6. TITLE TO PROPERTY
You agree to transfer all ownership and title to the property to Luxus & Invoco Inc. once you have been paid via an upfront payment. You shall maintain no rights to the property once you have sold it to Luxus & Invoco Inc.
You agree to accept the offer, pickup your items or request an “Item Return Request” within 14 days or the property will become property of Luxus & Invoco Inc. and all Payments will be forfeited.
7. PAYMENT
Once Luxus & Invoco Inc. has finished is final valuation on the property, it shall reach out to you via email with an upfront payment offer which will be 60% of your consignment quote. You will have the right to confirm or decline the offer. If confirmed, Luxus & Invoco Inc. will pay you via PayPal within 24-48 hours or mail a physical check within 24-48 hours. If you decline the offer you shall be responsible for requesting an “Item Return Request” or picking up your items from our retail store location within 14 days from the time Luxus & Invoco Inc. sent the offer.
8. NO ASSIGNMENT
You may not assign this Agreement or any interest you have in it without Luxus & Invoco Inc.'s prior written consent. Any prohibited assignment is null and void.
9. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF Luxus & Invoco Inc.’S SERVICES IS AT YOUR SOLE RISK. Luxus & Invoco Inc.’S CONSIGNMENT AND OTHER SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Luxus & Invoco Inc. 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. Luxus & Invoco Inc. MAKES NO WARRANTY THAT (A) Luxus & Invoco Inc.’S SERVICES WILL MEET YOUR REQUIREMENTS OR (B) Luxus & Invoco Inc.’S SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT YOU OBTAIN FROM Luxus & Invoco Inc. OR THROUGH OR FROM THE SITE OR Luxus & Invoco Inc.’S SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
Luxus & Invoco Inc. 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 Luxus & Invoco Inc. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (A) THE USE OR THE INABILITY TO USE Luxus & Invoco Inc.’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 Luxus & Invoco Inc.’S SERVICES OR THIS AGREEMENT.
IN NO EVENT WILL Luxus & Invoco Inc.'S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT IT HAS ACTUALLY RECEIVED AS A RESULT OF SELLING YOUR PROPERTY HEREUNDER.
THE FOREGOING DISCLAIMERS AND LIMITATIONS ARE A FUNDAMENTAL PART OF THE BASIS OF Luxus & Invoco Inc.'S BUSINESS, AND Luxus & Invoco Inc. 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.
10. 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 administrative regulation.
You hereby indemnify and hold Luxus & Invoco Inc. harmless from all damages, suits, litigation, awards, and costs, including but not limited to, reasonable attorneys’ fees and costs, incurred by Luxus & Invoco Inc. as a result of or arising in any way out of Luxus & Invoco Inc.'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 Livingston County, Michigan 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 Luxus & Invoco Inc., whether tort, contract, or statutory, shall be governed by the laws of Michigan, without regard to its conflicts of laws principles.
11. AMENDMENTS TO THIS AGREEMENT
Luxus & Invoco Inc. 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, below.
Revised terms will not apply to Property already sold to Luxus & Invoco Inc. prior to the effective date of those revised terms.
12. ENTIRE AGREEMENT
This Agreement sets forth the final, complete, and exclusive agreement between you and Luxus & Invoco Inc. regarding the subject matter hereof, and terminates and supersedes all prior understandings or agreements on such subject matter.
13. NO IMPLIED WAIVER
Any failure by you or Luxus & Invoco Inc. to enforce any provision of this Agreement shall not constitute a waiver of such provision or of any other provision of this Agreement.
14. SEVERABILITY
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.
15. 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 Luxus & Invoco Inc. will survive the termination of this Agreement.
16. HEADINGS
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
17. NOTICES
If you have any questions or comments about this Agreement, the Site or Luxus & Invoco Inc.’s services or wish to terminate this Agreement, please contact Luxus & Invoco Inc. by email at info@luxusandinvoco.com
You also may write to Luxus & Invoco Inc. at:
Luxus & Invoco Inc., Inc.
Attn: Legal Team
138 W. Highland Rd Ste 200
Howell, MI 48843
Luxus & Invoco Inc. shall provide all notices to you at the email address or physical address that you have provided to Luxus & Invoco Inc.. You are solely responsible for keeping that information current with Luxus & Invoco Inc..
You hereby agree that all agreements, notices, disclosures, and other communications that Luxus & Invoco Inc. provides electronically to you satisfy any legal requirement that such communications be in writing.
18. 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 12 above, you and Luxus & Invoco Inc. agree that, with respect to any matters, disputes, or claims between you and Luxus & Invoco Inc. arising from or related to this Agreement or your relationship with Luxus & Invoco Inc., you and Luxus & Invoco Inc. 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 Luxus & Invoco Inc. receives notice from the other party in accordance with "Notices" at Section 19 above, you or Luxus & Invoco Inc. 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 Luxus & Invoco Inc., set forth in "Your Representations, Warranties and Indemnification" at Section 12 above or (ii) properly filed and pursued in small claims court on an individual basis, any claim, dispute, or controversy between you and Luxus & Invoco Inc. arising from or relating to this Agreement or the relationships which result from this Agreement that remains unresolved after you and Luxus & Invoco Inc. 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 Luxus & Invoco Inc.) in a manner consistent with the terms in this Agreement. You and Luxus & Invoco Inc. 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 Livingston County, Michigan. You and Luxus & Invoco Inc. 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 Luxus & Invoco Inc. 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 file@adrforum.com. 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 Luxus & Invoco Inc. 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 Luxus & Invoco Inc.. 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.
CONSIGNMENT TERMS
The below terms ONLY apply to items that are consigned with us (please note business sellers have a different payout structure). The below does NOT apply to any items that have been sold to Luxus & Invoco Inc. under the upfront payment method.
These terms and conditions create a contract between you and Luxus & Invoco Inc. (the "Agreement"). Please read this Agreement carefully. To confirm your understanding and acceptance of the Agreement, click “I Agree" or sign the Agreement. You must agree to this Agreement if you wish to consign or sell goods TO Luxus & Invoco Inc.
ONCE YOU AGREE TO THIS AGREEMENT, IT WILL REMAIN IN EFFECT UNTIL YOU OR Luxus & Invoco Inc. TERMINATES IT.
1. OVERVIEW
You would like Luxus & Invoco Inc. 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 Luxus & Invoco Inc., will still own the Property, even after you transfer physical possession of the Property to Luxus & Invoco Inc.. After Luxus & Invoco Inc. receives Property from you, Luxus & Invoco Inc. will send you an email in accordance with "Notices" at Section 19 below confirming the items of Property received. Once the items have been evaluated, inspected, and authenticated by Luxus & Invoco Inc. you will receive a final offer amount. Depending on the estimated selling price, you will either a) receive your  Please note that all prices are determined at Luxus & Invoco Inc.’s sole discretion and may be different then the original quoted price. The Accepted items will then be processed and listed as available for sale on the site and, at Luxus & Invoco Inc.’s sole discretion, may also concurrently be displayed and available for purchase at one of our store locations.
2. DELIVERY OF PROPERTY; RISK OF LOSS; INSURANCE
Luxus & Invoco Inc. accepts the Property from you on a consignment basis only. You are responsible for all risk of loss or damage to the Property until Luxus & Invoco Inc. takes physical possession of it; however, if you use Luxus & Invoco Inc.'s approved, pre-paid shipping label and approved method of shipment to ship your Property, Luxus & Invoco Inc. 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 Luxus & Invoco Inc. approved, pre-paid shipping label. The same policy applies for item pickup appointments.
If an item of Property is damaged, stolen, or lost while in Luxus & Invoco Inc.'s possession, it will be treated as Sold (defined in "Title to Property" at Section 7 below) and Luxus & Invoco Inc. will pay you a Commission (defined in "Commissions and Payment" at Section 8 below) on that item. The Commission will be based on the damaged, stolen, or lost item’s estimated Net Selling Price (defined in "Commissions and Payment" at Section 8 below), which will be determined solely by Luxus & Invoco Inc.. This remedy shall constitute your sole remedy and entire recourse against Luxus & Invoco Inc. 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, Luxus & Invoco Inc. 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.
Luxus & Invoco Inc. only Accepts Property for consignment : (a) that Luxus & Invoco Inc. determines in its sole discretion to be in good to excellent condition; (b) that is listed in Luxus & Invoco Inc.’s current Brand Search Bar at the time of evaluation (see https://luxusandinvoco.com/sell for items currently being accepted); (c) that Luxus & Invoco Inc. determines in its sole discretion to be authentic; and (d) for which the representations and warranties you make in the "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, Luxus & Invoco Inc. will donate your items to a charity of its choice and supply you with a Donation Receipt upon request (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 Luxus & Invoco Inc. 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 Luxus & Invoco Inc. determines at any time that an item of Property is counterfeit, Luxus & Invoco Inc. 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 Luxus & Invoco Inc.. You acknowledge and agree that any item Luxus & Invoco Inc. finally determines to be counterfeit will not be returned to you and will be destroyed. Please note counterfeit goods are illegal.
You acknowledge and understand that Luxus & Invoco Inc. is subject to laws and regulations relating to claims that consigned items are counterfeit, have been stolen, or otherwise violate applicable law. Luxus & Invoco Inc. takes such reports seriously and will cooperate with law enforcement in all investigations.
5. CONSIGNMENT PERIOD AND RETURN OF PROPERTY
The "Consignment Period" for each item of Property begins on the date Luxus & Invoco Inc. Accepts the item for consignment and ends 365 days thereafter, even if this Agreement has been terminated during that time by you or Luxus & Invoco Inc.. At any time during the Consignment Period, and subject to this provision, you may request in writing (over email at info@luxusandinvoco.com, via live chat on www.luxusandinvoco.com or via facebook messenger, that Luxus & Invoco Inc. return the item (a “Item Return Request"), so long as the item has not already been Sold. Once Luxus & Invoco Inc. receives your “Item Return Request”, it will use commercially reasonable efforts to remove the item from the ebay store or online site and from any of our retail store locations if applicable, before it is sold. It is your responsibility to ensure that Luxus & Invoco Inc. has your most current contact information and mailing address.
(a) If the Return Request is made 90 days or less from the date Luxus & Invoco Inc. Accepted the item of Property, Luxus & Invoco Inc. will return the item within 30 days. Luxus & Invoco Inc. will charge you the costs of return and, in such case, such costs shall be deducted from your pending Commissions. If you do not have enough pending Commissions available to cover the costs of return, Luxus & Invoco Inc. shall have no obligation to return the item to you unless and until you pay Luxus & Invoco Inc. the costs of return prior to shipment. Return shipping requests will be made payable through an electronic invoice.
Additionally, Luxus & Invoco Inc. will charge you (i) a fee of $10 per every item, which reflects Luxus & Invoco Inc.’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 Luxus & Invoco Inc.’s expense and no fees will be added.
(c) If an item remains unsold at the end of the Consignment Period, Luxus & Invoco Inc. will contact you and, at your option and Luxus & Invoco Inc.’s expense: (i) return the item to you or (ii) donate the item to a charity of Luxus & Invoco Inc.’s choice. (iii) extend the con
If at the end of the Consignment Period Luxus & Invoco Inc. 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 19 below, the item(s) will become property of Luxus & Invoco Inc.
6. EFFORTS TO SELL; PRICE
So long as you comply with this Agreement, Luxus & Invoco Inc. will display on its ebay store and, at Luxus & Invoco Inc.’s sole discretion display and make available for sale at one of our retail locations, and will make commercially reasonable efforts to sell the Property. You acknowledge and agree that:
(a) Luxus & Invoco Inc. in its sole discretion will determine the initial selling price for each item of Property (the "Initial Sale Price") based on its evaluation of that item, together with its determination of the current market price for that item;
(b) In order to market and promote the sale of each item, Luxus & Invoco Inc. may in its sole discretion apply an immediate 20% discount to the item, which will affect the item’s Initial Sale Price, unless Luxus & Invoco Inc. and you have otherwise agreed in writing to a specific price at which a specific item must be sold.
(c) Luxus & Invoco Inc. may offer additional discounts and promotions during the Consignment Period, at its sole discretion and without notice to you, as a means to efficiently market and sell the Property, unless Luxus & Invoco Inc. and you have otherwise agreed in writing to a specific price at which a specific item must be sold.
7. 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 Luxus & Invoco Inc. to a customer and not returned to Luxus & Invoco Inc. within 30 days); or
(b) it is lost, stolen, damaged, or destroyed while in Luxus & Invoco Inc.'s possession.
8. COMMISSIONS AND PAYMENT
(a) "Commission Window" means each week starting on Sunday shall serve as a window of sales and be grouped together for your commissions.
(b) "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 Luxus & Invoco Inc. from the Sale of all of your Property within a Commission Window, 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, $100, and $4,000, your Net Sales for that Commission Window would be $9,100.
(c) Commission Rate. The commission rates are as follows…
Selling price - $1-$14.99: 10% (same as upfront)
Selling price - $15-$19.99: 15% (same as upfront)
Selling price - $20-$29.99: 25%
Selling price - $30-$34.99: 30%
Selling price - $35-$39.99: 35%
Selling price - $40-$49.99: 40%
Selling price - $50-$99.99: 45%
Selling price - $100-$199.99: 50%
Selling price - $200-$499.99: 60%
Selling price - $500-$999.99: 65%
Selling price - $1,000-$4,999.99: 70%
Selling price - $5,000+: 80%
(d) Calculation of Commissions. Luxus & Invoco Inc. 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.
(e) Payments. Luxus & Invoco Inc. typically begins processing Commission payments during the first week of each month. Payments will be made to you by physical check, or PayPal.
The timing of processing and delivering Commission payments will vary by the payment method you select but will typically take at least two business days.
(f) Disputes. If there is a dispute between you and Luxus & Invoco Inc., Luxus & Invoco Inc. 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. Luxus & Invoco Inc. 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 Luxus & Invoco Inc..
9. BUSINESS SELLERS
(a) “Business Seller" means any customer who has signed a “business seller” contract with Luxus & Invoco Inc. A business seller is required to provide 50 or more items to Luxus & Invoco Inc a month to sell on a consignment basis.
(b) Commission for Business Sellers are as follows…
Selling price - $1-$14.99: 10% (same as upfront)
Selling price - $15-$19.99: 15% (same as upfront)
Selling price - $20-$29.99: 25%
Selling price - $30-$34.99: 30%
Selling price - $35-$39.99: 35%
Selling price - $40-$49.99: 40%
Selling price - $50-$99.99: 45%
Selling price - $100-$199.99: 50%
Selling price - $200-$499.99: 60%
Selling price - $500-$999.99: 65%
Selling price - $1,000-$4,999.99: 70%
Selling price - $5,000+: 80%
(c) Other polices for Business Sellers, all other terms and policies (above & below) in this agreement under the “Consignment Terms” heading apply to business sellers.
10. TERMINATION
You and Luxus & Invoco Inc. 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.
11. NO ASSIGNMENT
You may not assign this Agreement or any interest you have in it without Luxus & Invoco Inc.'s prior written consent. Any prohibited assignment is null and void.
12. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF Luxus & Invoco Inc.’S SERVICES IS AT YOUR SOLE RISK. Luxus & Invoco Inc.’S CONSIGNMENT AND OTHER SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Luxus & Invoco Inc. 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. Luxus & Invoco Inc. MAKES NO WARRANTY THAT (A) Luxus & Invoco Inc.’S SERVICES WILL MEET YOUR REQUIREMENTS OR (B) Luxus & Invoco Inc.’S SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT YOU OBTAIN FROM Luxus & Invoco Inc. OR THROUGH OR FROM THE SITE OR Luxus & Invoco Inc.’S SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
Luxus & Invoco Inc. 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 Luxus & Invoco Inc. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (A) THE USE OR THE INABILITY TO USE Luxus & Invoco Inc.’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 Luxus & Invoco Inc.’S SERVICES OR THIS AGREEMENT.
IN NO EVENT WILL Luxus & Invoco Inc.'S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT IT HAS ACTUALLY RECEIVED AS A RESULT OF SELLING YOUR PROPERTY HEREUNDER.
THE FOREGOING DISCLAIMERS AND LIMITATIONS ARE A FUNDAMENTAL PART OF THE BASIS OF Luxus & Invoco Inc.'S BUSINESS, AND Luxus & Invoco Inc. 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.
13. 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 administrative regulation.
You hereby indemnify and hold Luxus & Invoco Inc. harmless from all damages, suits, litigation, awards, and costs, including but not limited to, reasonable attorneys’ fees and costs, incurred by Luxus & Invoco Inc. as a result of or arising in any way out of Luxus & Invoco Inc.'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 Livingston County, Michigan 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 Luxus & Invoco Inc., whether tort, contract, or statutory, shall be governed by the laws of Michigan, without regard to its conflicts of laws principles.
14. AMENDMENTS TO THIS AGREEMENT
Luxus & Invoco Inc. 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, below.
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 revised terms.
15. ENTIRE AGREEMENT
This Agreement sets forth the final, complete, and exclusive agreement between you and Luxus & Invoco Inc. 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 13 above, this Agreement may be modified only by a writing signed by you and Luxus & Invoco Inc..
16. NO IMPLIED WAIVER
Any failure by you or Luxus & Invoco Inc. to enforce any provision of this Agreement shall not constitute a waiver of such provision or of any other provision of this Agreement.
17. SEVERABILITY
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.
18. 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 Luxus & Invoco Inc. will survive the termination of this Agreement.
19. HEADINGS
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
20. NOTICES
If you have any questions or comments about this Agreement, the Site or Luxus & Invoco Inc.’s services or wish to terminate this Agreement, please contact Luxus & Invoco Inc. by email at info@luxusandinvoco.com
You also may write to Luxus & Invoco Inc. at:
Luxus & Invoco, Inc.
Attn: Legal Team
138 W. Highland Rd Ste 200
Howell, MI 48843
Luxus & Invoco Inc. shall provide all notices to you at the email address or physical address that you have provided to Luxus & Invoco Inc.. You are solely responsible for keeping that information current with Luxus & Invoco Inc..
You hereby agree that all agreements, notices, disclosures, and other communications that Luxus & Invoco Inc. provides electronically to you satisfy any legal requirement that such communications be in writing.
21. 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 12 above, you and Luxus & Invoco Inc. agree that, with respect to any matters, disputes, or claims between you and Luxus & Invoco Inc. arising from or related to this Agreement or your relationship with Luxus & Invoco Inc., you and Luxus & Invoco Inc. 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 Luxus & Invoco Inc. receives notice from the other party in accordance with "Notices" at Section 19 above, you or Luxus & Invoco Inc. 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 Luxus & Invoco Inc., set forth in "Your Representations, Warranties and Indemnification" at Section 12 above or (ii) properly filed and pursued in small claims court on an individual basis, any claim, dispute, or controversy between you and Luxus & Invoco Inc. arising from or relating to this Agreement or the relationships which result from this Agreement that remains unresolved after you and Luxus & Invoco Inc. 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 Luxus & Invoco Inc.) in a manner consistent with the terms in this Agreement. You and Luxus & Invoco Inc. 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 Livingston County, Michigan. You and Luxus & Invoco Inc. 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 Luxus & Invoco Inc. 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 file@adrforum.com. 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 Luxus & Invoco Inc. 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 Luxus & Invoco Inc.. 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.