The Vault 312

Consignment Agreement

1. Master Agreement: 
      These Terms and Conditions will, unless and until superseded by another
agreement signed by the parties, be applicable to all footwear and other
goods (collectively, the “Goods”) delivered by the Consignor named above
(“you”) to, and accepted by The Vault 312 LLC. (“we”, “us” or “our”) for sale
on consignment at any of our locations, or online, or through other channels.
These Terms and Conditions are incorporated into and made a part of
our Terms of Use. As part of our Terms of Use, these Terms and Conditions
constitute a legally binding agreement between you and us.

2. Consignment Acceptance Process: 
      If you desire to consign Goods with us for sale through our stores and/or
internet sales channels, the following procedures must be followed, in order:
      a. You must provide us with a request (a “Consignment Request”),
specifying the brand, model, size, quantity, and price information
regarding such Goods.
      b. We, in turn, will assess the Consignment Request, and, in our sole and
absolute discretion, select which of such Goods we will accept for
consignment by means of delivering a confirmation (each, a
“Confirmation”) to you stating which of the Goods from your Consignment
Request we will consider for acceptance, as well as the minimum sales
price and our 10% commission rate with respect to each of such Goods. 
      c. You will then deliver to us in person or ship to us at your expense only
those items set forth in a Confirmation.
      d. Subject to the remaining provisions of this Agreement (specifically
including, without limitation, paragraphs 4 and 6), we shall then use our
commercially reasonable efforts to sell the Goods accepted for
consignment in accordance with the Confirmation and this Agreement for
such period as we may determine in our sole and absolute discretion.

      e. All Mail-in and In-person Consignors must include a copy of this  document along with a signature and list of all of the accepted items.

3. Ownership Representation: 
      You represent and warrant to us that you are the valid and lawful owner of all Goods which you deliver to us, that none of the Goods will be subject to any lien, encumbrance, security interest or other adverse claim, and that you
have the full legal right to offer and sell the Goods. You further represent and
warrant to us that all Goods which you deliver to us will be genuine and
authentic, and will conform to the description stated in the applicable

4. Sales Efforts:
      Subject only to the minimum sales price stated in the applicable
Confirmation, we may offer the Goods for sale in such manner as we may
deem appropriate, including by means of display in our retail store and/or on
one or more of our websites. We will offer the Goods for sale at such price
as we deem appropriate in our discretion, provided that we will not sell the
Goods at a unit price (a unit being, in the case of footwear, one pair) which is
less than the minimum unit price for such Goods as stated in the applicable
Confirmation. You may at any time, by means of telephonic or written notice
to us, request a change in the minimum price for any or all Goods which
have not yet been sold. Except for the minimum price assurance in the event
of sale, we make no guarantee as to whether, when or at what price any of
the Goods can or will be sold.

5. Proceeds of Sales:
     If and when Goods are sold, we will charge the customer for any applicable
sales tax on the sale price of the Goods. If, and when proceeds from the sale
of Goods are actually received, such proceeds will be applied (1) first, to the
payment of any applicable sale taxes, (2) next, to pay to us our commission
(which, unless otherwise indicated in the applicable Confirmation, will be
10%, less any fees charged by our credit card processor, for which we will
be solely responsible) on the sale price at the commission rate specified in
the applicable Confirmation, and (3) finally, the remainder will be paid to you.
To the extent that customers pay for Goods by means of credit card, then we
will pay the fees charged by the credit card company. We will notify you
promptly upon the receipt of proceeds from the sale of Goods. We may
require you to sign a receipt confirming your receipt of the amounts that we
are then paying to you.

6. Withdrawal of Goods:
      a. Either you or we may, at any time, elect to withdraw the offering of any or all of the Goods which have not yet been sold, provided, however, that
you agree that you will not withdraw the Goods prior to 7 days after the
date of delivery of the Goods to us. We will notify you of any such
determination on our part, and you will notify us in person or in writing of
any such determination on your part.
      b. Upon any withdrawal you will be responsible for picking up the subject
Goods at our store premises during normal business hours, at which time
you must present the applicable Confirmation together with your driver’s
license or other satisfactory picture identification. If instead you wish to
have such withdrawn Goods delivered to you, we will only have them
delivered to the address we have for you on file, all at your expense. You
must provide us with the amount of return shipping in advance. We may
require you to sign a receipt confirming the delivery of such Goods to you
in satisfactory condition.

7. Title to Goods:
      At all times prior to our sale of Goods, title to and ownership of such Goods will remain in your name, provided that we have full authority to effect the sale of such Goods in accordance with the terms and conditions stated

8. Risk of Loss:
      We shall have no liability to you or any third parties for any loss or damage
to the Goods in transit to us, and you hereby indemnify us and hold us
harmless in respect of any such damages. We will endeavor to use
reasonable care in the handling, display and storage of your Goods, using
not less than the same degree of care which we utilize with respect to our
own goods of a similar nature. However, in the event that any of the Goods
are lost or stolen, or are damaged or destroyed by fire, flood, customer
handling or other causes beyond our reasonable control, then, except to the
extent of any insurance proceeds that we collect in respect of such Goods,
the risk of loss remains with you, and we assume no responsibility or
obligation to make any payment or reimbursement in respect of any such
loss or damage, or for any special or consequential damages.

9. Mail-In Consignors:
      To the extent that you provide us with Goods other than by in-person
delivery at our retail store, you and we will nonetheless endeavor to
implement these Terms and Conditions as closely as possible, including the
issuance of Confirmations by mail, overnight courier or e-mail, notification of
sale by mail or e-mail and return of any unaccepted or unsold Goods to you
by such means as you designate (with all shipping charges to be paid for by

10. Miscellaneous:
     This Agreement constitutes the sole and entire agreement between you and us regarding the subject matter hereof, and neither you nor us has made any representation or warranty except as expressly stated above. No amendment of this Agreement, or any waiver hereunder, will be valid unless evidenced by a further written agreement signed by you and us. This Agreement is binding on and enforceable by you and us and your and our successors and assigns. This Agreement will be governed by and construed in accordance with the laws of the State of Illinois.

CONSIGNEE SIGNATURE & DATE: _____________________



THE VAULT 312 SIGNATURE & DATE: _____________________


ITEM BRAND/MODEL:                                                     SIZE:            AGREED MINIMUM PRICE: