Consignment Agreement

This Agreement governs all trading cards, memorabilia, collectibles, and other property ("Merchandise") submitted by the undersigned or electronically accepting seller ("Seller" or "Consignor") to D&B Collectibles, LLC ("D&B"). By signing or electronically accepting this Agreement, Seller agrees to be legally bound by all terms below.

This is a draft. It has not been reviewed by an attorney. Section 28 in particular defers to Ohio counsel, and no arbitration clause is inserted. Do not rely on it as legal advice and do not launch on it unreviewed.

1. Appointment and relationship

Seller appoints D&B as Seller's non-exclusive consignment sales agent to receive, inventory, process, photograph, describe, market, list, sell, collect payment for, ship, and administer accepted Merchandise. Except as required by law, ownership remains with Seller until transfer to a buyer. Nothing creates a partnership, joint venture, employment relationship, or authority in Seller to bind D&B.

2. Seller eligibility and authority

Seller represents and warrants that Seller is at least eighteen (18), legally competent, and authorized to enter this Agreement. If acting for another person, entity, trust, or estate, Seller warrants full authority to bind the owner and dispose of the Merchandise. D&B may require identification, tax information, proof of ownership, or authorization before accepting Merchandise or releasing funds.

3. Ownership; no liens; lawful property

Seller represents and warrants that Seller is the lawful owner or authorized agent for every submitted item; has unrestricted authority to sell it; and that it is free from liens, security interests, pledges, competing claims, and encumbrances. Merchandise shall not be stolen, lost, fraudulently obtained, counterfeit, unlawfully possessed, or subject to forfeiture. Seller bears responsibility for any ownership or title dispute attributable to Seller.

4. Authenticity, alterations, and disclosures

Seller must disclose all known material facts regarding authenticity, provenance, condition, restoration, alteration, trimming, recoloring, pressing, cleaning, chemical treatment, repair, rebacking, non-original or counterfeit autographs, aftermarket modifications, replaced components, damage, grading history, prior authentication rejection, or other facts reasonably affecting value or marketability. D&B may rely on Seller's representations and has no independent duty to authenticate unless expressly agreed in writing.

5. Acceptance or rejection

D&B may accept or reject Merchandise or a submission in its reasonable business discretion, subject to applicable law. Receipt of a shipment is not final acceptance. Rejected, prohibited, ineligible, or unmarketable Merchandise may be returned at Seller's expense. D&B may require payment of return shipping, insurance, handling, grading, authentication, or other incurred charges before release.

In practice. Each card in a submission is accepted, declined, or countered individually — a submission of five may result in three accepted and two declined. A declined card is returned under section 14a.

6. D&B control of the sales process

After acceptance, Seller authorizes D&B to exercise commercially reasonable discretion regarding marketplace, listing format, title, description, photographs, category, timing, auction duration, fixed-price or offer format, pricing strategy, reasonable price adjustments, promotions, shipping, buyer communications, and transaction administration. Unless D&B accepts a written reserve or minimum price for a specific item, Seller authorizes sale at the price produced by the selected sales format.

7. No guarantee

D&B DOES NOT GUARANTEE A SALE, SALE PRICE, MINIMUM RETURN, PROFIT, MARKET VALUE, APPRAISAL VALUE, GRADE, AUTHENTICITY DETERMINATION, LISTING DATE, PROCESSING TIME, OR PAYMENT DATE. SELLER ACKNOWLEDGES THAT COLLECTIBLE MARKETS ARE VOLATILE AND ASSUMES MARKET RISK, INCLUDING PRICE MOVEMENT WHILE MERCHANDISE IS HELD OR LISTED.

8. Commissions, fees, and net proceeds

Seller shall pay all agreed commissions and applicable listing, processing, withdrawal, shipping, insurance, grading, authentication, marketplace, payment-processing, and other disclosed charges. "Net Proceeds" means funds actually and finally received by D&B, less commissions, fees, refunds, credits, shipping and insurance costs, taxes chargeable to Seller, third-party costs, chargebacks, reversals, and lawful offsets. D&B may deduct amounts Seller owes from current or future payouts to the extent permitted by law.

The current fee schedule.

On a card that hammers at $100, the buyer pays $115, D&B retains $20, and Seller receives $95. The schedule is disclosed on the platform and may be revised prospectively under section 30.

A promotional discount never reduces Seller's proceeds. Any promotion runs against the buyer premium — D&B's own margin. The hammer price on which Seller's 95% is calculated is unaffected.

9. Payouts and holds

No payout is due merely because an item is listed, an auction ends, or a marketplace marks an item sold. D&B may delay payout until buyer funds are received, delivery is confirmed, material return and dispute risk has elapsed, fraud review is completed, and funds are reasonably considered final. D&B may reasonably hold proceeds during returns, chargebacks, reversals, ownership claims, investigations, tax-document issues, fraud concerns, or legal disputes.

In practice. The hold begins when the carrier confirms delivery to the buyer and currently runs seven days. Proceeds are then transferred to the bank account Seller connects through our payment processor.

10. Returns, chargebacks, and reversals

Seller authorizes D&B to administer buyer returns, cancellations, refunds, partial refunds, non-payment matters, authenticity disputes, chargebacks, and marketplace cases under applicable law and platform rules. If a sale is cancelled, refunded, reversed, charged back, rescinded, or otherwise not finally collectible, Seller is not entitled to proceeds. If Seller was already paid, Seller shall reimburse D&B for the reversed amount and Seller-responsible costs; D&B may offset such sums against future amounts payable to Seller where lawful.

11. Inbound shipping and risk

Seller is responsible for adequate packaging, correct addressing, tracking, carrier selection, and desired inbound insurance unless D&B agrees otherwise in writing. Risk of inbound loss remains with Seller until D&B's documented receipt. D&B is not responsible for carrier loss, theft, misdelivery, delay, or damage occurring before documented receipt.

Labels purchased through the platform. Where Seller elects to buy an insured label through the platform, D&B arranges it as Seller's agent and charges Seller its cost. This does not transfer risk of inbound loss to D&B, which remains with Seller until documented receipt under this section, and does not make D&B the insurer. A claim lies against the carrier under the insurance purchased, and D&B will provide the tracking and purchase records needed to pursue it.

Where the insured value of a submission exceeds what a single parcel may carry, D&B may divide it across parcels so that each is fully insured.

Drop-off. Merchandise may instead be handed over in person at the location published on the platform. Where Seller confirms a card list at hand-over under section 12a, risk passes at that confirmation.

12. Handling and records

Seller authorizes reasonable handling necessary to inventory, scan, photograph, sleeve, top-load, sort, market, grade, authenticate, store, or ship Merchandise. D&B's photographs, scans, intake records, shipping records, marketplace records, and transaction logs may be used as evidence of receipt, observed condition, processing, and transactions, without preventing Seller from presenting competent contrary evidence.

12a. Intake records and the custody log

D&B photographs Merchandise on receipt and keeps a timestamped record of each material custody event — receipt, verification, photography, listing, sale, packing, shipment, and return — including who performed it.

Seller may view that record, and the intake photographs for their own Merchandise, through their account at any time. A record only one party can see is worth considerably less than one both watched being created.

Where Merchandise is handed over in person, Seller may be asked to confirm the specific card list at hand-over. That confirmation, with its timestamp, is a record of what passed between the parties and is available to both.

13. Grading and authentication

If Seller authorizes third-party grading, authentication, encapsulation, reholder, crossover, or similar services, Seller authorizes D&B to submit Merchandise and incur applicable charges. D&B does not guarantee or control a third party's grade, opinion, turnaround time, holder condition, policies, loss, damage, or authentication determination, except to the extent liability cannot lawfully be disclaimed.

14. Withdrawal

Seller may request withdrawal only before a binding sale and subject to D&B's disclosed withdrawal rules and fees. A request is not effective until acknowledged by D&B. D&B may deny or delay withdrawal during a live auction, pending or binding transaction, marketplace restriction, legal hold, authentication review, buyer dispute, or circumstance where withdrawal would breach an obligation or create material business risk. Seller is responsible for applicable return costs and outstanding charges.

In practice. Seller requests withdrawal from the lot page in their account. A request on a lot that has already received bids will ordinarily be refused until the auction closes, because a bid is a binding offer from a third party who is relying on the lot existing. D&B will give a reason for any refusal.

14a. Return shipping

Merchandise returned for any reason — declined at review, withdrawn under section 14, or unsold and not relisted — is shipped at Seller's expense to the address on Seller's account and insured for its last assessed value. D&B may require payment of return shipping and any outstanding charges before release. Tracking is recorded against the submission and visible to Seller.

15. No circumvention

Seller shall not knowingly bypass D&B to transact directly with a buyer, bidder, lead, or customer introduced through D&B for the purpose of avoiding D&B commissions or fees. If Seller does so, Seller remains liable for the commission and fees D&B would have earned, plus remedies and documented collection costs available by law.

16. Taxes and reporting

Seller is responsible for Seller's income-tax obligations and for providing accurate taxpayer information. D&B may issue required information returns and may withhold payment when legally required or while required tax documentation is missing. Sales tax collected by a marketplace will be administered according to applicable law and marketplace procedures.

17. Insurance and physical loss

Seller shall not assume Merchandise is insured for Seller's stated, retail, replacement, speculative, or anticipated auction value unless D&B expressly confirms coverage in writing. Any insurance is subject to policy terms, exclusions, deductibles, limits, valuation methods, and insurer determinations. TO THE MAXIMUM EXTENT PERMITTED BY LAW, D&B'S LIABILITY FOR PROVEN PHYSICAL LOSS OR DIRECT PHYSICAL DAMAGE WHILE IN D&B'S CUSTODY SHALL NOT EXCEED THE LESSER OF THE ITEM'S OBJECTIVELY SUPPORTED FAIR MARKET VALUE IMMEDIATELY BEFORE LOSS OR THE AMOUNT ACTUALLY RECOVERED AND PAID UNDER APPLICABLE INSURANCE, EXCEPT WHERE LAW REQUIRES OTHERWISE.

18. Disclaimer of warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, D&B'S CONSIGNMENT AND RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." D&B DISCLAIMS WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT SUCH WARRANTIES MAY LAWFULLY BE DISCLAIMED.

19. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, D&B AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOST PROFITS; LOST OPPORTUNITY; LOSS OF APPRECIATION; MARKET-BASED DIMINUTION; OR BUSINESS INTERRUPTION. EXCEPT FOR LIABILITY THAT CANNOT LAWFULLY BE LIMITED AND THE PHYSICAL-LOSS PROVISION ABOVE, D&B'S AGGREGATE LIABILITY ARISING FROM A PARTICULAR ITEM OR TRANSACTION SHALL NOT EXCEED THE GREATER OF COMMISSIONS AND SERVICE FEES ACTUALLY RETAINED BY D&B FROM THAT ITEM OR $100, TO THE MAXIMUM EXTENT ENFORCEABLE.

20. Seller indemnification

To the maximum extent permitted by law, Seller shall indemnify, defend, and hold harmless D&B and its members, managers, officers, employees, agents, contractors, affiliates, successors, and assigns from third-party claims, liabilities, judgments, losses, penalties, chargebacks, refunds, costs, and reasonable attorneys' fees arising from Seller's breach; false or incomplete representations; disputed ownership, liens, theft, fraud, counterfeit or altered Merchandise; third-party rights attributable to Seller or Merchandise; Seller's unlawful conduct; or taxes legally attributable to Seller.

21. Fraud and investigations

D&B may refuse service, freeze processing or payouts, retain records, cancel listings when legally and contractually permissible, and cooperate with governmental authorities, marketplaces, processors, insurers, grading companies, or claimants if D&B reasonably suspects fraud, counterfeit or stolen property, identity theft, money laundering, sanctions violations, or other unlawful activity. Property and funds remain subject to applicable law and lawful orders.

22. Third-party services

Seller authorizes D&B to use marketplaces, carriers, payment processors, grading and authentication companies, software providers, and other vendors. D&B is not responsible for outages, suspensions, policy changes, delays, account restrictions, carrier events, or third-party acts beyond D&B's reasonable control, except to the extent responsibility cannot lawfully be disclaimed.

23. Force majeure

D&B shall not be liable for delay or failure caused by events beyond its reasonable control, including natural disasters, fire, flood, severe weather, war, civil disturbance, governmental action, labor disruption, utility or internet failure, carrier disruption, marketplace outage, or widespread service interruption. D&B will resume affected performance when reasonably practicable.

24. Electronic communications and signatures

Seller consents to transact electronically and to receive agreements, notices, disclosures, payout information, and communications electronically at Seller-provided contact information. Electronic acceptance and signatures shall have the effect provided by applicable law. Seller is responsible for safeguarding account credentials and promptly reporting suspected unauthorized use.

25. Termination and suspension

D&B may suspend new consignments or terminate the relationship upon reasonable notice, or immediately for suspected fraud, material breach, unlawful conduct, abuse, threats, nonpayment, marketplace risk, or other material cause. Termination does not affect pending or completed transactions, accrued fees, reimbursement duties, indemnification, dispute provisions, or provisions intended by their nature to survive.

26. Governing law and venue

This Agreement shall be governed by Ohio law, without regard to conflict-of-law principles, except where federal law or another jurisdiction's non-waivable law controls. Subject to any arbitration provision approved by D&B's Ohio counsel, the parties consent to exclusive venue in a state or federal court having jurisdiction in the Ohio county where D&B maintains its principal place of business, to the extent enforceable.

27. Dispute notice and opportunity to cure

Before filing a civil action, a party shall provide written notice describing the dispute and requested relief and allow thirty (30) days for good-faith resolution, except where emergency injunctive relief, a limitations deadline, a governmental proceeding, or another circumstance makes prior notice impracticable. This clause does not waive any non-waivable right.

28. Arbitration and class-action provision — counsel review required

D&B intends to consider binding individual arbitration and a class or collective action waiver as additional risk-management provisions. Because enforceability depends materially on assent mechanics, scope, delegation language, arbitration provider and rules, fee allocation, consumer-law considerations, and presentation, no final arbitration clause is inserted in this draft. Ohio counsel should approve the exact provision and the website and signature implementation before use.

29. Unclaimed merchandise

Seller must maintain current contact and payment information. D&B may charge disclosed reasonable storage, handling, and return costs where permitted. Merchandise will not be deemed abandoned by contractual declaration where applicable law requires statutory notice or other procedures; D&B may exercise rights available under applicable unclaimed-property, lien, contract, or other law.

30. Amendments; severability; waiver; assignment

D&B may revise terms prospectively upon legally sufficient notice and acceptance where required; material changes will not retroactively alter completed transactions unless the parties agree or law permits. If a provision is unenforceable, it shall be enforced to the maximum lawful extent or severed, and the remainder shall continue. Failure to enforce a provision is not a waiver. Seller may not assign this Agreement without D&B's written consent; D&B may assign it in connection with a merger, sale, reorganization, or transfer of substantially all relevant business assets, subject to applicable law.

31. Entire agreement; survival

This Agreement, the applicable fee schedule, accepted submission terms, and any signed item-specific addendum constitute the parties' agreement concerning the consignment and supersede prior inconsistent representations concerning the same subject. Ownership warranties, payment and reimbursement obligations, indemnification, limitations of liability, dispute provisions, and other provisions that by their nature should survive shall survive termination.

How the auction runs

The mechanics referenced by section 6, disclosed here and on the platform.

Bidding is by maximum. A bidder sets a ceiling and the system bids only as much as needed to hold the lead. Nobody is charged their maximum simply for setting one.

Anti-snipe. A bid inside the final 60 seconds extends the clock by one minute, up to 20 times. No lot may run more than one hour past its scheduled close.

A bid is binding. Winning charges the buyer's card on file automatically. There is no checkout step, and all sales are final.

Reserve. Where D&B has accepted a reserve, a lot closing below it does not sell. Seller is charged no commission on a lot that does not sell.

Payment failure. If a winner's card fails, the lot reopens briefly. If it still fails, the lot may be offered to the next highest bidder at their own maximum, and Seller is paid on that sale as normal.

Seller acknowledgements

• I have read and understand this Agreement and had the opportunity to seek independent legal advice.
• I own or am fully authorized to sell all Merchandise I submit to D&B.
• I understand D&B does not guarantee sale price, grade, market value, or timing.
• I authorize D&B to deduct agreed commissions, fees, costs, refunds, chargebacks, reversals, and lawful offsets from amounts otherwise payable to me.
• I specifically acknowledge the provisions concerning Seller warranties, returns and chargebacks, indemnification, physical-loss valuation, limitation of liability, governing law, and dispute procedures.

Acceptance is recorded electronically with the version of this Agreement then in force, the date and time, and the IP address from which it was given.

D&B Collectibles, LLC dbcollectiblesllc.com · sales@dbcollectiblesllc.com