Consignment Policy
1. INTRODUCTION
Any such capitalized words used in this Consignment Policy (“Consignment Policy”), unless otherwise defined, shall have the same meaning as found in the Policies Terms. This Consignment Policy shall form an integral part of the Policies Terms.
2. DEFINITIONS
The following terms shall have the following respective meanings in this Consignment Policy:
“Agreement” means the commercial terms as set out in this Consignment Policy and any schedule and appendix hereto as the same may be amended, varied, modified or supplemented by the parties by agreement in writing from time to time;
“Authentication Fee” refers to the authentication fee set out in the Consignment Application Form, to be utilised by La Brand for the purpose set out in Clause 6.1;
“Buyer” means buyer who purchases the Good from La Brand via the Site or the Retail Store and “Buyers” shall be construed accordingly;
“Commencement Date” refers to the commencement date set out in the Consignment Application Form;
“Confidential Information” means all financial, business and technical or other data and all other confidential information (whether written, oral or in electronic form or on magnetic or other
media) concerning the business of a disclosing party that a receiving party receives or accesses as a result of any discussions or dealings under this Agreement;
“Consignment Application Form” means the application form to be completed by a Consignor for the purpose of consignment of the Good to be sold or displayed through La Brand’s Site or
Retail Store, which may be completed and signed by the Consignor in hardcopy;
“Consignment Fee” means the fee payable by Consignor to La Brand for services rendered in connection with the Consignment of Good, including but not limited to, fees related to the handling, marketing, and administration of the Good. The Consignment Fee shall be calculated in accordance with the rate specified in the Consignment Application Form less the Authentication Fee;
“Consignor” means an individual or entity that agrees to consign its Goods to La Brand for the purpose of sale or display through La Brand’s Site or Retail Store, in accordance with the terms and conditions agreed upon;
"Display Selling Price” means the selling price of the Good to be published and/or displayed for sale at the Site and/or the Retail Store, which shall fall within the Price Range, as agreed between the Consignor and La Brand in the Consignment Application Form;
“Final Selling Price” means the actual and final price of the Good sold to the Buyer;
“Force Majeure” means an event arising out of or caused by, directly or indirectly, beyond a party’s reasonable control, including, without limitation, strikes, lock-outs, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster or the
acts, decrees, legislation, regulations or restrictions of any government, shipping, postal or other relevant transport strike, failure or accidents and/or any such circumstances beyond its
reasonable control as may cause interruption, loss or malfunction of utility, transportation, computer (hardware or software) or telephone communication services;
“Inspection” has the meaning defined to it in the Terms of Service;
“Price Range” means the range of prices proposed by La Brand after preliminary assessment of the Good as set out in the Consignment Application Form, specifying both a maximum and
minimum selling price of the Good. If the price offered by the Buyer falls within the agreed Price Range, such offer shall trigger the sale of the Good;
“Good” has the meaning defined to it in the Terms of Service and refer to the Good(s) and its details set out in the Consignment Application Form; and
“Transaction” means the transaction effected between the Buyer and La Brand in consideration of Good purchased by Buyer.
3. ACCOUNT AND SECURITY
3.1 To participate in La Brand’s consignment programme, the Consignor is required to complete
and submit the Consignment Application Form to La Brand. The Consignor may also be
required to create a Consignor account at the Site in order to gain access to the use of any
services, information and functions at the Site (“Services”) that La Brand may establish and
maintain from time to time and in its sole discretion.
3.2 The Consignor’s permission to use the Site and/or the Services is conditional upon the
Consignor’s agreement that the Consignor will provide accurate information when creating an
account or registering with La Brand. La Brand has the absolute discretion to reject, approve,
suspend or terminate the Consignor’s creation of an account with La Brand and/or the
Consignor’s usage of the Site and/or Services.
3.3 Upon registration with La Brand, the Consignor shall provide all information and supporting
documents in relation to the Good and other documents as may be requested by La Brand from
time to time ("Consignor Documents”).
3.4 The Consignor is solely responsible for the activity that occurs on the Consignor’s account, and
the Consignor must keep its account password secure. La Brand shall not be responsible or
liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result
of, or in connection with, the Consignor’s failure to comply with this Clause 3.
3.5 The Consignor must notify La Brand immediately of any breach of security or unauthorized use
of its account. La Brand shall not be liable for any losses caused by any unauthorized use of
the Consignor’s account.
4. CONSIGNMENT PERIOD (TERM)
4.1 This Agreement shall become effective on the Commencement Date, and shall remain in full
force and effect for a period of ninety (90) days (“Initial Term”) unless sooner terminated by the
Parties in accordance with Clause 16 below.
4.2 Upon the expiration of the Initial Term, the Consignor may opt to renew this Agreement for a
thirty (30) days period (“Renewal Term”) upon the same terms and conditions unless otherwise
agreed by La Brand. This clause shall apply, mutatis mutandis, for subsequent terms after
expiry of the Renewal Term.
4.3 During the Renewal Term and its subsequent terms (if any), the Consignor acknowledges and
agrees that a storage fee specified in the Consignment Application Form, shall be incurred
monthly for the storage of the Good held with La Brand, payable on a monthly basis or as
otherwise specified by La Brand.
4.4 In the event the Consignor fails to respond after the expiration of the Initial Term or the then
Renewal Term, and the period of non-responses shall exceed six (6) months, La Brand shall, at
its sole discretion, to terminate this Agreement and the Consigner hereby irrevocably authorise
and consent for La Brand to elect either: (i) sell the Good; or (ii) return the Good to the
Consignor’s last known address at the risk of the Consignor with La Brand bearing no liability
for non-receipt of the Good and the Consignor shall bear all expenses incurred for the said
return of Good. Any proceeds from the sale of the Good shall be applied towards offsetting the
outstanding storage fees and any other expenses incurred in relation to the Good.
5. CONSIGNMENT OF THE GOOD
5.1 The Consignor has the option to either: (i) deliver the Good, at the expense and risk of the
Consignor, to the location designated by La Brand for Inspection; or (ii) physically hand over the
Good at the Retail Store, for Inspection.
5.2 La Brand shall, upon the receipt of the Good, conduct a thorough Inspection on the conditions
of the Good, including but not limited to an inspection of its physical state, functionality, defects,
damages, and any potential wear and tear.
5.3 In the event that any defects and/or damages are identified on the Good during the Inspection,
the Consignor shall be required to execute a separate defect acknowledgment form. For the
purpose of this Agreement, this defect acknowledgment form will serve as an official record of
the defects and/or damages found and shall be completed by the Consignor to acknowledge
the existence of such defects.
5.4 Upon the execution of the Consignment Application Form and defect acknowledgement form (if
applicable), La Brand will carry out an authentication assessment on the Good to verify its
authenticity.
6. AUTHENTICATION
6.1 La Brand may, at its sole discretion, engage either an internal authentication team or a third
party authentication service provider to assess the Good’s condition and authenticity. This
process is implemented to uphold the integrity of La Brand’s platform and ensure that only
genuine and authentic items are offered for sale. The Consignor shall pay the Authentication
Fee set out in the Consignment Application Form to La Brand for the purpose of the
authentication assessment. Save and except upon conclusion of sale of Good to the Buyer, the
Authentication Fee shall be strictly non-refundable in the following circumstances:-
(i) the Good has been verified as a counterfeit or unauthorized replicas;
(ii) the Good has not been sold successfully via the Site or at the Retail Store within the
(iii) Initial Term or the Renewal Term, as the case may be; and
termination of this Agreement pursuant to Clause 16.1.
6.2 AUTHENTICATION FEE
(i) The Consignor shall pay a fixed authentication fee of RM250 per Good (“Authentication Fee”),
which shall be payable upon submission and delivery of the Good to La Brand.
(ii) In the event that the Good is successfully sold, the Authentication Fee shall be absorbed into
and deducted as part of the Consignment Fee payable by the Consignor to La Brand.
6.3 NON - REFUNDABILITY
The Consignor hereby acknowledges and agrees that the Authentication Fee is strictly
non-refundable under any circumstances whatsoever, including but not limited to the following:
(i) where the Good is not sold within the Initial Term or any Renewal Term;
(ii) where the Consignor withdraws, cancels or terminates the consignment for any reason
whatsoever;
(iii) where this Agreement is terminated pursuant to Clause 16 or otherwise; and/or
(iv) where the Good is determined to be counterfeit or an unauthorised replica.
For the avoidance of doubt, the Authentication Fee is charged in consideration of professional
authentication services rendered, and shall be deemed fully earned and utilised upon commencement
of the authentication process.
6.4 The result of the authentication assessment conducted under this Clause 6 shall be final,
binding and conclusive. The Consignor agrees that no appeals, reviews, or disputes regarding
the outcome of the authentication process shall be entertained by La Brand in any manner
whatsoever.
6.5 AUTHENTIC GOODS
If the Good is verified as authentic, La Brand shall proceed to list the Good for sale on the Site
and/or the Retail Store. Such listing shall be carried out in accordance with the terms and
conditions set forth in this Agreement.
6.6 COUNTERFEIT OR UNAUTHORISED REPLICAS
If the Good is verified as a counterfeit or unauthorized replicas, La Brand shall, at its sole
discretion, be entitled to elect one or more of the following options:-
(a) terminate this Agreement with immediate effect;
(b) take any necessary actions, including but not limited to reporting the matter to the
relevant authorities for breach of intellectual property rights or commence legal action
against the Consignor; and
(c) request the Consignor to collect the Good from La Brand or to return the Good to the
Consignor’s correspondence address specified in the Consignment Application Form, at
the Consignor’s expense and risk.
7. PRICE, PAYMENT AND CONSIGNMENT FEE
7.1 Upon the Inspection and authentication of the Good, La Brand will assign a rating to the
condition of the Good and recommend a Price Range for the Good to the Consignor based on
the prevailing market price for the similar Good. La Brand and the Consignor shall then agree
on the Display Selling Price of the Good, in which La Brand agrees to sell the Good at such
price unless otherwise permitted under the terms and conditions of this Agreement.
7.2 Once the Consignor has agreed to the Price Range and the Display Selling Price pursuant to
Clause 7.1, La Brand shall have the right to sell the Good to the Buyer without prior notice and
further approval from the Consignor including any sale pursuant to Clause 4.4 in the following
circumstances:
(i) the Buyer agreed to purchase the Good at the Display Selling Price; or
(ii) the price offered by the Buyer falls within the agreed Price Range.
7.3 Subject always to Clause 7.2, the Consignor agrees and acknowledges that La Brand shall be
entitled to negotiate with any prospective buyer seeking for a discount on the Display Selling
Price without obtaining prior consent from the Consignor, provided that the final negotiated
price shall fall within the agreed Price Range.
7.4 Once the purchase of the Good is confirmed and completed upon successful payment of the
Final Selling Price by the Buyer:-
(i) If the purchase is carried out via the Site, an email notification will be issued to the Buyer,
thereafter the Good will be arranged for delivery by La Brand’s Logistics Provider (as
defined in the Delivery Policy) in accordance with the Delivery Policy subject to the
Return and Refund Policy; or
(ii) If the purchase is carried out at the Retail Store, the Good will be released to the Buyer
immediately subject to the Return and Refund Policy.
7.5 The Consignor shall be liable to make payment for the Consignment Fee due to La Brand and
other charges as stipulated by La Brand arising from this Agreement in accordance with the
provisions herein.
7.6 La Brand, at its sole and absolute discretion, may at any time vary the Consignment Fee,
and/or advise the Consignor of any additional fees or charges by providing prior notice to the
Consignor in the manner prescribed under Clause 18 below.
7.7 The Consignor hereby authorizes La Brand to collect the payment of each Transaction from the
Buyer on behalf of the Consignor. All payments by the Buyer shall be made by using the
various payment methods made available on the Site or the Retail Store.
7.8 The parties agree all the following conditions shall be fulfilled in order for the transaction to be
deemed a “Successful Transaction”:
(a) the Good was successfully sold through the Site or at the Retail Store to the Buyer;
(b) (applicable for purchase made via the Site only) the Buyer has duly acknowledged and
confirmed, at the Site, that delivery of the Good is completed, or there is no dispute
made by the Buyer in respect of successful delivery of the Good for three (3) days after
confirmation of successful delivery of the Good by La Brand’s Logistics Provider, as the
case may be;
(c) no return and/or refund request of the Good has been made by the Buyer pursuant to the
Return and Refund Policy; and
(d) such other conditions as may be prescribed by La Brand from time to time at its sole and
absolute discretion in a separate terms and conditions (if any) for the respective Good.
What constitutes a Successful Transaction shall be determined by La Brand in its absolute
discretion. For the avoidance of doubt, if any of the above described requirements are not met,
a Transaction is not confirmed and shall not be deemed a Successful Transaction and La Brand
is under no obligation to pay the Consignor any amount in respect of that transaction.
7.9 Within seven (7) working days from the date of a Successful Transaction, La Brand shall pay
the Final Selling Price less the Consignment Fee and any other expenses due and owing by
the Buyer to La Brand, including the outstanding storage fee as stated in Clause 4.4, if
applicable, to the Consignor’s bank account provided to La Brand.
7.10 Any payment made by La Brand to the Consignor shall be without prejudice to any claims or
rights which La Brand may have against the Consignor.
8. RIGHT OF OWNERSHIP AND RISK
8.1 Upon the delivery of Good to La Brand, the exclusive right of ownership to the Good shall
remain and possess by the Consignor unless and until La Brand enters into and concludes a
Transaction with a Buyer whereby the right of ownership shall be part from the Consignor and
pass to the Buyer thereafter.
9. BAG SPA
9.1 La Brand offers a cleaning and restoration service (“Bag Spa”) to maintain or enhance the
condition of the consigned Goods, including but not limited to bags, leather goods and
accessories. This Bag Spa service is intended to improve the presentation and marketability of
the Good during the consignment period.
9.2 Upon the Inspection of the Good, La Brand may provide the recommendation regarding the
need for Bag Spa service along with an estimate of the associated costs, after evaluating the
condition of the Good.
9.3 In the event that the Consignor agrees to engage La Brand for the Bag Spa service, the costs
of the Bag Spa service (“Bag Spa Fee”) shall be borne solely by the Consignor and shall be
paid upfront to La Brand before the commencement of the Bag Spa service
9.4 While La Brand shall undertake the Bag Spa service with utmost diligence and professionalism,
the Consignor acknowledges and agrees that La Brand does not and is unable to provide any
guarantee, warranty or assurance with respect to the outcome of the Bag Spa service. This
includes, but is not limited to, any specific results regarding the cleaning, restoration, or
enhancement of the Good or the restoration of the Good to its original condition.
10. PARTIES’ OBLIGATIONS
10.1 La Brand shall be entitled and irrevocably authorised to carry out the following:
(a) to list and publish the details of the Good based on the information provided by the
Consignor;
(b) to allow the Buyer to purchase the Good on the Site or at the Retail Store and/or review
the Good;
(c) to use commercially reasonable efforts to host and operate the Site and shall maintain
the functionality and availability of the Site; and
(d) to promptly remit payment to the Consignor for the Goods sold in accordance to the
terms and conditions set forth in the Agreement.
10.2 The following shall be the Consignor’s obligations:
(a) to provide La Brand with all available information and materials relating to the Good
(including its conditions and accessories) to facilitate La Brand’s implementation of the
listing of the Good on the Site;
(b) to ensure that the Good provided by the Consignor is genuine, authentic, and free from
any counterfeit or unauthorized replicas;
(c) to ensure that any and all information and materials relating to the Good is true and
accurate;
(d) to promptly pay the Authentication Fee to La Brand upon submission of the Consignment
Application Form and the Bag Spa Fee upon confirmation of the Bag Spa service;
(e) to permit La Brand to display the Good for purposes of its marketing efforts on the Site,
marketing materials or in any other channel of communication via the internet or other
medium; and
(f) to do such acts and provide such information and documents as may be requested by La
Brand from time to time.
11. REPRESENTATIONS, UNDERTAKINGS AND WARRANTIES
11.1 The Consignor represents, undertakes and warrants to La Brand that:
(a) it is duly incorporated and validly existing under the laws of which the Party is registered
and authorised to operate its business and operation, and that it has the full power and
authority to enter into, perform and comply with the terms and conditions in this
Agreement, if applicable;
(b) it shall not directly or indirectly, offer or provide any improper or corrupt payments, gifts or
things of value to any person; and shall comply at all times with the
anti-corruption/anti-bribery and anti-money laundering laws and regulations of all
applicable jurisdictions which it operates in;
(c) it has relied upon its own judgment in entering this Agreement, after receiving legal and
financial advice, and no inducements, representations or warranties, other than those
expressly set forth in this Agreement have been given in respect of the Site;
(d) it shall inform La Brand in writing immediately of any changes that could affect this
Agreement;
(e) all information provided by the Consignor are accurate, complete, correct and without
material omission; and
(f) all data and information provided by the Consignor to La Brand shall be provided and
disclosed in compliance with all Applicable Laws.
11.2 The Consignor hereby undertakes and warrants that all representations, warranties and
undertakings under this Clause 11 will be fulfilled and will remain true and correct at all times. In
the event any of them become unfulfilled, untrue or incorrect, the Consignor will promptly inform
La Brand of the same and rectify the situation to the satisfaction of La Brand, without prejudice
to any other rights or remedies entitled to La Brand.
12. DELIVERY TO THE BUYER
12.1 The delivery of the Good to respective Buyer in connection to any Transaction shall be subject
to La Brand’s Delivery Policy.
12.2 La Brand shall, through its Logistics Provider (as defined in the Delivery Policy), fulfil the order
and to carry out the delivery services.
12.3 The total liability of La Brand to the Consignor in the event there is any loss or damage to the
Good which are the subject of delivery by La Brand’s Logistics Provider and where La Brand is
responsible for the risk, shall be only limited to the value of the Transaction of such Good.
13. RETURN OR REFUND
13.1 The return or refund of the Good (or any part thereof) shall be subject to La Brand’s Return and
Refund Policy. La Brand shall not be liable for any matter arising from or incidental to the return
or refund of the Good.
13.2 Subject to the Return and Refund Policy, the Buyer may submit an application for return or
refund of the purchased Good to La Brand. Any monies to be refunded pursuant to a
successful application shall be subject to a deduction such administrative charges as may be
imposed by La Brand, from time to time, in its sole and absolute discretion or such other
charges as may be imposed by any third party.
14. RECTIFICATION REQUEST
14.1 Upon the expiry or earlier termination of this Agreement pursuant to Clause 16, after the Good
has been returned to the Consignor upon the expiry of this Agreement, the Consignor may
submit a rectification request to La Brand within twenty four (24) hours after the returned Good
has been accepted and received by the Consignor, if the Good delivered to the Consignor is
spoiled, broken, defective, faulty or physically damaged to the extent that it deviates from the
condition stated in the listing of the Good, fair wear and tear excepted. For the avoidance of
doubt, fair wear and tear includes but not limited to natural smell, oxidation, discolouration and
deterioration of the Good.
14.2 For the rectification request made under the circumstance specified in Clause 14.1, the
Consignor must provide evidence demonstrating that such defect, fault, or damage is not
attributable to the actions, negligence, or omission by the Consignor, including video unboxing
the parcel of the Good.
14.3 Upon submission of the rectification request pursuant to the circumstance outlined in Clause
14.1, the Consignor has the option to either: (i) deliver the Good, at the expense and risk of the
Consignor, to the location designated by La Brand for Inspection; or (ii) physically hand over the
Good at the Retail Store, for further inspection.
14.4 La Brand shall, upon the receipt of the returned Good, conduct the inspection and
communicate its findings to the Consignor within seven (7) working days from the date of
receipt of the returned Good by La Brand. La Brand’s decision regarding the outcome of the
inspection shall be final and conclusive and no appeal is allowed.
14.5 La Brand shall bear the return delivery fee and the Bag Spa Fee undertook by La Brand to
rectify the defects/damages specified in Clause 14.1 if the inspection confirms that the
defects/damages specified in Clause 14.1 were not caused by the Consignor’s omission,
negligence, unreasonableness or improper use. For the avoidance of doubts, the sole remedy
available to the Consignor under this Clause 14.5 shall be limited to rectification of the
defects/damages by La Brand as specified herein only and La Brand shall not in any
circumstances be liable to repurchase, refund or otherwise provide compensation to the
Consignor.
14.6 The Consignor shall bear all costs incurred as a result of the return and inspection of the Good,
including but not limited to the return delivery fee, handling fees and the inspection fees if the
inspection confirms that the defects/damages specified in Clause 14.1 were not caused by La
Brand.
15. CONFIDENTIALITY AND DATA PROTECTION
15.1 The parties agree and undertake to preserve and maintain in confidence all Confidential
Information received from the other party except to the extent such information is public
knowledge or becomes public knowledge other than by breach of this Agreement.
15.2 The foregoing obligations shall not apply to any Confidential Information which:
(a) is or becomes generally available to the public through no action by the receiving party or
its representatives in violation of this Agreement;
(b) was known to the receiving party or becomes available to the receiving party, on a
non-confidential basis, from a source other than the disclosing party which is not known
to the receiving party to be prohibited from disclosing such information by a contractual
or legal obligation of confidentiality;
(c) is disclosed with the disclosing party’s prior written consent;
(d) is independently developed by personnel having no access to the Confidential
Information or otherwise independently obtained by the receiving party; and
(e) is required to be disclosed by law, court order, government directive or guidelines or
where otherwise so required by any relevant authorities provided that the receiving party
promptly notifies the disclosing party in writing of such demand for disclosure so that the
disclosing party may seek to make such disclosure subject to a protective order or other
appropriate remedy to preserve the confidentiality of the Confidential Information.
15.3 Each party shall establish, implement and maintain a security programme that protects the data
provided by the other party (if any) and that includes all appropriate administrative, physical,
procedural and technical information security safeguards to protect the other party’s data from
accidental, unauthorized or unlawful destruction, alteration, modification, access, disclosure or
loss.
15.4 The rights and obligations under this clause shall survive the expiration or termination of this
Agreement.
16. TERMINATION AND WITHDRAWAL
16.1 Either party shall be entitled to terminate this Agreement by providing twenty-four (24) hours
written prior notice to the other party without assigning any reason whatsoever whereupon La
Brand shall not be liable to refund the Authentication Fee paid by the Consignor before the
conclusion of sale of Good as specified in Clause 6.1.
16.2 La Brand may unilaterally and immediately terminate this Agreement by written notice to the
Consignor upon the occurrence of any of the following:
(a) the Consignor commits a breach of this Agreement which shall not be capable of
remedy;
(b) the Consignor commits a material breach of this Agreement and fails to remedy the
same within fourteen (14) days after receipt of a written notice giving particulars of the
breach and requiring it to be remedied;
(c) the Consignor fails to respond to La Brand after the expiration of the Initial Term or the
then Renewal Term and the period of non-response shall exceed six (6) months;
(d) the Good is verified as counterfeit or an unauthorized replica after performing the
authentication assessment, as specified in Clause 6 of this Agreement;
(e) the Consignor enters into liquidation whether compulsorily or voluntarily otherwise than
for the purpose of amalgamation or reconstruction arrangement with its creditors or have
a receiver appointed in respect of all or any part of its assets or takes or suffers any
similar action in consequence of debt, or the Consignor is bankrupt or subject to any
bankruptcy petition, as the case may be; and
(f) both parties agree to a mutual termination.
16.3 Upon termination or expiry of this Agreement, La Brand may request the Consignor to collect
the Good from La Brand or to return the Good to the Consignor’s correspondence address
specified in the Consignment Application Form, at the expense and risk of the Consignor.
16.4 The expiry or earlier termination of this Agreement shall be without prejudice to and shall not
affect any pre-existing liabilities of either party and shall not relieve either party of those
obligations that by their nature shall survive such expiration or termination, including but without
limitation to Good purchased by the Buyer prior to termination of this Agreement.
17. INDEMNITY AND LIMITATION OF LIABILITY
17.1 The Consignor agrees to defend, indemnify (and keep indemnified) and hold La Brand and its
affiliates, and their agents, directors, officers, employees, successors and/or assignees,
harmless from and against any claims, liabilities, damages, costs, judgments, losses or
expenses (including reasonable legal fees on a full indemnity basis), arising out of or in
connection with:
(a) the Consignor’s violation or breach of any terms, conditions, representations and
warranties of this Agreement, including warranty with respect to the merchantable quality
of the Good or any Applicable Laws, including any local laws or ordinances, whether or
not referenced herein;
(b) the provision of Bag Spa services save for claims that arise directly from La Brand’s
gross negligence or wilful misconduct;
(c) La Brand’s enforcement or attempt to enforce the obligations of the Consignor other than
where any such claim, liabilities, damages, costs, judgments losses or expenses arises
solely as a result of La Brand’s negligence; and/or
(d) the Consignor’s breach of its representations and warranties under Clause 20, including
but not limited to claims that the Good (i) constitutes proceeds of money laundering,
terrorism financing, or other unlawful activities; or (ii) has been stolen, misappropriated,
or unlawfully obtained.
17.2 Notwithstanding any other provision herein, it is agreed that neither party shall be liable to the
other party for any loss of profit, goodwill, business opportunity, and anticipated savings or for
any indirect, special, punitive or consequential loss or damages of any kind, or damages
whatsoever, whether in contract, tort, strict liability or otherwise, suffered or flowing from this
Agreement, even if reasonably contemplated or if such other party has been advised of the
possibility of such loss or damage.
17.3 La Brand shall not be liable for any damages, liability or losses arising out of: (1) the natural
wear, tear, deterioration or depreciation of the Goods, including but not limited to any changes
in condition, quality, or value over time, natural smell from leather, condensation or humidity,
discoloration, cracking, peeling, tarnishing and rusting of hardware, patina leather, etc; or (2)
any Force Majeure events occurred. La Brand shall not be liable for delay or failure in
performance resulting from causes beyond La Brand's reasonable control. Additionally, La
Brand makes no representations or warranties regarding the preservation of the Goods during
the consignment period and shall not be liable for any incidental or consequential losses
suffered by the Consignor or any third party as a result of such deterioration or Force Majeure
events. Notwithstanding thereof, La Brand shall be responsible for any damages caused to the
Good due to its wilful act, negligence or omission. This limitation of liability shall also apply to
any damages and/or defects of the Good which have been identified upon Inspection by La
Brand and stated in the defect acknowledgment form.
17.4 The rights and obligations under this clause shall survive the expiration or termination of this
Agreement.
18. NOTICES
18.1 The Consignor hereby consents to all notices and other communications which are required
under this Agreement can be given by La Brand in any one of the following manners:
(a) By ordinary post to the Consignor’s correspondence address specified in the
Consignment Application Form in La Brand’s records and such notification shall be
deemed received two (2) days after posting;
(b) By electronic mail to the Consignor’s last known email address in La Brand 's records
and such notification shall be deemed received twenty-four (24) hours after sending;
(c) By being displayed on the Site and such notification shall be deemed effective upon
such display;
(d) By notification in whichever form as La Brand deems fit to the Consignor’s account on
the Site; or
(e) By notification to the Consignor in any other manner as La Brand deems fit.
18.2 Any notice to be given to La Brand shall be in writing and shall be delivered by hand or by
prepaid, registered or recorded delivery post or by electronic transmission to the following
address and/or email address:-
Address
: 126-G-5, 126 Metro Genting Klang, Jalan Genting Kelang, 53300 Setapak,
Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur
Email address : labrand.my@gmail.com
19. FORCE MAJEURE
19.1 Neither party shall be liable to the other party or be deemed to be in breach of this Agreement
by reason of any delay in performing, or any failure to perform, any of that party’s obligations
under this Agreement, if the delay or failure was due to a Force Majeure, provided that such
party shall:
(a) as soon as practicable, serve on the other party written notice thereof specifying the
particulars of the Force Majeure event, the extent to which such party is unable to
discharge or perform its obligations, the cause(s) for the inability of such party to
perform or discharge its obligations and the estimated period during which such party is
unable to perform or discharge its obligations; and
(b) where applicable, promptly take and continue to take all action within its powers to
minimise the duration and effect of the Force Majeure event on such party.
19.2 The party that may invoke this Clause shall use commercially reasonable efforts to reinstate its
ongoing obligations to the other party as soon as practicable.
20. ANTI-MONEY LAUNDERING AND ANTI-TERRORISM COMPLIANCE
20.1 The Consignor represents and warrants that:
(a) the Good is purchased by the Consignor through a lawful source of activity and is not
derived from or connected to any unlawful activities, as defined under the Anti Money
Laundering and Anti-Terrorism Financing Act 2001; and
(b) the Good is free from any third-party claims, liens, or encumbrances, has not been
stolen, misappropriated, or unlawfully obtained, and the Consignor holds valid legal title
and authority to transfer ownership of the Good to La Brand.
21. MISCELLANEOUS
21.1 This Agreement constitutes the entire agreement between the parties concerning its subject
matter.
21.2 The Consignor is an independent contractor and is not an agent, representative, joint venturer,
partner, employee, publisher, distributor or endorser of La Brand. No fiduciary relationship
exists between La Brand and the Consignor.
21.3 This Agreement will insure to the benefit of La Brand, its successors and assigns and may be
transferred by La Brand to any party without the Consignor’s prior approval upon notice to the
Consignor. This Agreement is personal to the Consignor and it shall not, without the prior
written consent in writing of La Brand, assign, novate or otherwise deal with the whole or any
part of this Agreement or its rights or obligations hereunder.
21.4 A delay or failure of any party to exercise any right or remedy pursuant to this Agreement will
not operate as a waiver or the right or remedy and a waiver of any particular breach will not be
a waiver of any other breach. All rights and remedies under this Agreement are cumulative and
the exercise of one right or remedy will not limit the exercise of any other right or remedy.
21.5 No variation, modification or addition to or cancellation of any provision of this Agreement shall
be effective unless mutually agreed to in writing by a duly authorised representative of both
parties.
21.6 This Agreement is governed by and construed in accordance with the laws of Malaysia, the
courts of Malaysia shall have exclusive jurisdiction over any disputes hereunder.
21.7 Every Party in this Agreement shall be responsible to account for and to pay and discharge all
of its own taxes whatsoever (if any) which may be levied or imposed upon it in relation to, in
connection with, or arising from this Agreement.
22. INTEGRAL PART OF THIS AGREEMENT
22.1 The Parties hereby acknowledge that the Delivery Policy and the Return and Refund Policy and
all other policies that may be prescribed by La Brand from time to time shall constitute an
integral part of this Agreement.
23. RIGHT TO CONTINUE SALE UNTIL COLLECTION
23.1 If the Owner requests to take back the consigned item(s), La Brand shall retain the right to continue displaying and selling the item(s) until the item(s) are physically collected by the Owner or officially withdrawn from sale by La Brand in writing.
If the item(s) are sold before collection, the sale shall be valid, and the Owner shall receive the agreed payout according to the consignment terms.