DIAMONDS IN DUBAI BY FARAH HANDBAGS TRADING L.L.C.

The terms and conditions in this Consignment / Sales Agreement (the “Agreement”) create a contract between you (“you” or “your”) and Diamonds in Dubai by Farah Handbags Trading L.L.C. and its affiliates (“DDF”, “we”, “us” or “our”), every time you consign items to market and sell on our marketplace or platforms, on any of our partners’ marketplaces or platforms, or on any other platform we collaborate with for the purpose of this Agreement and every time you use our services. Read them carefully.
By delivering or releasing any item to DDF or its authorized representative, by signing our consignment proposal or offer, or by clicking or stating “I agree” on our website, WhatsApp, Instagram, or any other social media, internet or communication means, you confirm that you have read, understand and agree to be bound by the terms and conditions of this Agreement.
Our platform Terms of Service (“TOS”), our Privacy Policy, our Return and Refund Policy, and any other policy published on our website at www.diamondsindxb.com are incorporated by reference and made part of this Agreement and apply to all of your and our activities under this Agreement.
This Agreement will remain in effect and govern all transactions between you and us until you or we terminate it in accordance with Clause 18 (Term and Termination) of this Agreement.

Contents

1.  Definitions and Interpretation

2.  The Relationship

3.  Eligible and Ineligible Items; Anti-Counterfeit

4.  Your Representations and Warranties

5.  Identity, Verification and Compliance

6.  Collection, Delivery and Condition of Items

7.  Authentication and Quality Control

8.  Initial Pricing, Final Pricing and Listing

9.  Consignment Period, Onboarding and Platform Minimum

10.  Partial or Full Early Withdrawal

11.  Sale, Consignor Payout and Payment

12.  Unsold, Returned and Un-consigned Items

13.  Communications, Approvals and Controlling Documents

14.  Limitation of Liability

15.  Risk, Care and Insurance

16.  Indemnity, Remedies for Breach and Recovery of Losses

17.  Confidentiality

18.  Term and Termination

19.  Payment Authorization, Lien, Set-Off and Recovery of Amounts Due

20.  Force Majeure

21.  Notices

22.  Amendments

23.  Governing Law and Dispute Resolution

24.  General

1. Definitions and Interpretation

1.1 In these Terms, unless the context requires otherwise:

“Acceptable Communication” means any email, WhatsApp message, Instagram message or message sent through any other messaging platform used by DDF, to share or receive any confirmation, approval, consent, acceptance or instruction between You and DDF.

"Admin Fee" means the storage and administration fee payable by You to DDF, as set out in the applicable Consignment Proposal or as otherwise notified by DDF, where You fail to collect or accept the return of an Item within the period specified in Clause 12.5.

“Affiliate” means, in relation to DDF, any entity that controls, is controlled by, or is under common control with DDF.

"Amended Consignment Agreement" means the Consignment Agreement as amended by a Final Pricing proposal accepted by You in accordance with Clause 8.2, or by any other amendment agreed between DDF and You in accordance with Clause 22.2.

“Applicable Laws” means the laws of the United Arab Emirates, being both the Federal Laws of the United Arab Emirates and the local laws of the Emirate of Dubai, together with any other law applicable to the consignment, authentication, sale or delivery of an Item.

“Authentication” and “Authentication Fee” means respectively the process by which the authenticity of an Item is assessed by or on behalf of DDF and the fee due to DDF for rendering that Service, as described in Clause 7.

“Business Day” means a day, other than a Saturday, Sunday or public holiday, on which banks are generally open for business in the United Arab Emirates.

"Cap" has the meaning given to it in Clause 14.3

“Consignment Agreement” means the agreement between DDF and You for the consignment and sale of one or more Items, or for the provision of the Services comprising the relevant Consignment Proposal(s), these Terms and any schedule, exhibit or annexure to them.

“Consignment Period” means the period between the time DDF informs You that the Item is listed for sale on DDF Platforms, channels or Partner Platforms and the time DDF informs You that the Item is sold or for the period set out in the Consignment Proposal (typically sixty (60) days) whichever comes earlier, unless it is renewed or terminated earlier in accordance with Clause 9 and 10 of these Terms.

“Consignment Proposal” means the written proposal, offer or particulars issued by DDF to You in respect of one or more Items, setting out the commercial terms of the consignment and sale (including the proposed Pricing, the preferred Partner Platform(s), the DDF Commission, the Consignor Payout and any applicable fees), as accepted by You in accordance with these Terms.

“Consignor” means the owner of the Item(s) as declared to DDF, who is also referred to as “You” and “Your” throughout these Terms.

“Consignor Payout” or “Your Payout” means the fixed amount payable to You in respect of a Sold Item, as expressly agreed and accepted by You in the Consignment Proposal, or in a Final Pricing proposal amending it. The Consignor Payout, once agreed, is a fixed sum and does not fluctuate with, and is not calculated as a percentage of, the Item's actual listing price, sale price or Net Sale Proceeds. You shall have no right to claim, and DDF shall have no obligation to pay, any amount greater than the Consignor Payout so agreed, regardless of the Item's actual sale price, the Net Sale Proceeds, or the amount of DDF Commission retained by DDF.

“DDF Commission” means the remuneration, margin or amount received, retained or deducted by DDF, in whatever form and howsoever calculated, in consideration for procuring the sale of an Item and/or providing the Services, prior to remittance of Your Payout. DDF Commission is not required to be, and will not be, expressed to You as a fixed sum, percentage, formula or range, whether in the Consignment Proposal, the Final Pricing proposal, any Official Sales Report or otherwise, and DDF shall have no obligation to disclose the amount, rate or method of calculation of DDF Commission to You at any time. The amount of DDF Commission bears no fixed or determinable relationship to, and shall not be inferred, implied or back-calculated from, the Item's listing price, the Net Sale Proceeds, the Consignor Payout or any other figure disclosed to You, and no such inference shall be admissible or relied upon by You in asserting any claim against DDF. 

“DDF Platforms” means DDF managed portal, website, Instagram, channel or any other social media or medium by which DDF directly markets, lists and sells Items. 

“DDF Reimbursable Expenses” all costs, charges, fees and expenses which may be borne by DDF in relation to the Consignment Agreement or the Services including but not limited to courier and transportation charges as applicable, any collection, delivery or return shipment costs payable by You under Clause 6.1, Clause 10 or Clause 12, any applicable onboarding costs, insurance costs when specific insurance is required by You, bank charges, intermediary bank fees, wire transfer costs, currency conversion fees, or other transaction-related charges imposed by Your receiving bank or any third-party financial institution and any other expense specifically set out in the applicable Consignment Proposal. Unless paid by You in advance, it shall be deducted by DDF from Your Consignor Payout prior to its remittance to You. 

“DDF Service Fees” means the fees, charges and expenses payable by You to DDF for the Services provided under this Agreement.  Unless expressly stated otherwise, DDF Service Fees are separate from, and in addition to DDF Commission, and unless paid by You in advance, it shall be deducted by DDF from Your Consignor Payout prior to its remittance. 

“Final Pricing” means the final adjusted prices, price ranges, Highest Payout and Lowest Payout communicated to You after DDF’s physical inspection and Quality Control of the Items, and before Authentication.

“Highest Payout” means the higher of the two Consignor Payout figures set out in the Initial Pricing or, if applicable, the Final Pricing for an Item, being the amount DDF is prepared to pay You as Consignor Payout if the Item sells at or above the corresponding upper reference price indicated to You for that Item. The Highest Payout is a fixed amount determined by DDF in its sole discretion and is not, and shall not be construed or represented as, the result of a deduction of DDF Commission from any particular price, and no rate, percentage or method of calculation of DDF Commission may be inferred, implied or back-calculated from the Highest Payout, the corresponding reference price, or the difference between them.

“Item” (or “Items”) means any luxury good (including, without limitation, a handbag, accessory, item of jewelry, watch or similar good) consigned, or offered for consignment and sale, or for the provision of the Services, by You to DDF, together with its inclusions, such as but not limited to the Item’s box, dust bag, felt or fabric hardware protector, hardware stickers, strap (if applicable), clochette, lock and key set, care booklet, invoice, and CITES documentation (required only for exotic leathers, except ostrich) referred to in the Agreement as “Inclusions”.

“Lowest Payout” means the lower of the two Consignor Payout figures set out in the Initial Pricing or, if applicable, the Final Pricing for an Item, being (a) the amount DDF is prepared to pay You as Consignor Payout if the Item sells at or below the corresponding lower reference price indicated to You for that Item, and (b) the floor below which DDF will not reduce the sale price without Your prior approval under Clause 8.4. The Lowest Payout is a fixed amount determined by DDF in its sole discretion and is not, and shall not be construed or represented as, the result of a deduction of DDF Commission from any particular price, and no rate, percentage or method of calculation of DDF Commission may be inferred, implied or back-calculated from the Lowest Payout, the corresponding reference price, or the difference between them. 

“Net Sale Proceeds” means the final sale price of a Sold Item received by DDF from a buyer or the relevant Partner Platform. 

“Official Sales Report” means the report issued by a Partner Platform to DDF (typically within the first several Business Days of the following month, or such other period as may apply between DDF and the Partner Platform) detailing the sales of consigned Items during the relevant period, including quantities sold, gross and net sales amounts, returns, deductions, commissions and any other adjustments.

“Onboarding Phase” means the period between Your signing or acceptance of the proposal and the listing of Your item on DDF Platforms and/or Partner Platforms. 

“Party” means DDF or You (as the context requires), and "Parties" means DDF and You together.

“Partner Platform” means any third-party marketplace, retailer, platform or channel through which DDF markets, lists or sells Items, and “Partner” is construed accordingly.

“Privacy Policy” means DDF’s privacy policy, available at www.diamondsindxb.com, as updated from time to time.

“Quality Control” means the process by which the quality and condition of an Item, and its conformity with the photographs, video recordings and description provided by You and with DDF’s or the applicable Partner Platform’s quality standards, are assessed by or on behalf of DDF, as described in Clause 7.

“Return and Refund Policy” means DDF’s return and refund policy attached to these Terms as Appendix A and available at www.diamondsindxb.com, as updated from time to time

“Return Fee” means the flat fee payable by You to DDF where DDF or its logistics providers arrange the delivery or return of an Item to or from Your address in Dubai, UAE, as set out in the applicable Consignment Proposal, Final Pricing proposal or as otherwise notified by DDF, and as further described in Clauses 6, 10 and 12. For the avoidance of doubt, no Return Fee is payable in respect of (a) DDF’s initial collection of an Item from You under Clause 6.1, or (b) the return of an unsold Item to You at the end of the Consignment Period under Clause 12.3(iii); in each such case DDF bears the cost of that collection or return, without affecting Clause 15.1, under which it remains at Your risk and without insurance.

“Services” means the promotion, marketing, cataloguing, listing, restoration or restoration management, repair or repair coordination, photography, videography, Authentication, valuation, packaging, storage, logistics coordination, transportation of the Items whether provided by DDF to promote and sell the Item or provided independently as a separate service to You; as well as customer service, payment collection and processing and dispute management services and any other service as invoiced and agreed with You from time to time. 

“Sold Item” means an Item in respect of which a binding sale has completed, and the Net Sale Proceeds have been fully received by DDF, and any applicable buyer return or cancellation period in line with DDF’s or the Partner Platform Return and Refund Policy has expired without the sale being reversed.

“Terms” means these Consignment / Sales Terms & Conditions, as updated from time to time.

“Terms of Service” means DDF’s general terms for the use of the DDF Platform as  available at www.diamondsindxb.com, as updated from time to time.

"Withdrawal/ Cancellation Fee" means the fee payable by You to DDF where You request the early withdrawal or cancellation of an Item under clause 10 after DDF has received the Item, as set out in the applicable Consignment Proposal, Final Pricing proposal or as otherwise notified by DDF, calculated in accordance with Clause 10. For the avoidance of doubt, a Withdrawal/Cancellation Fee is payable where Your request of early withdrawal or cancellation of an Item took place after You accepted the Final Pricing Proposal, or after the start of Authentication or the Onboarding Phase. 

1.2 Some terms are also defined elsewhere in the Terms. Headings are for convenience only and do not affect interpretation. Words importing the singular include the plural and vice versa, and references to a person include individuals and entities. “Including”, “such as” and similar expressions are illustrative and not limiting.

1.3 These Terms, together with each Consignment Proposal and any exhibit, appendix or schedule, form the Consignment Agreement. If there is any conflict, the most recently accepted Consignment Proposal prevails as to the commercial terms of the relevant Item including the Cap, and these Terms govern all other matters. DDF may update these Terms from time to time in accordance with Clause 22.

2. The Relationship

2.1 By consigning an Item to DDF, You exclusively appoint DDF to market, list and sell the Item(s) and/or to provide the Services from the date the Item is delivered to or collected by DDF until the end of the Consignment Period (including, for the avoidance of doubt, throughout the Onboarding Phase, notwithstanding that the Onboarding Phase does not count toward the calculation of the Consignment Period under Clause 9.3), whether directly through DDF’s own channels or through one or more Partner Platforms, on the terms set out in the Consignment Agreement. You shall not, at any time, offer, list or sell any consigned Item through any other channel or agent.

2.2 You retain legal title to, and ownership of, each Item until the moment that Item is sold to a buyer, at which point title passes directly from You to the buyer. DDF does not at any time acquire title to a consigned Item, save where DDF and You expressly agree in writing that an Item is to be purchased by DDF outright, in which case DDF’s separate buyout terms apply.

2.3 DDF may engage Partner Platforms, authentication providers, logistics providers and other third parties at its sole discretion in connection with the consignment sale and delivery of the Items, as well as the provision of the Services, and You consent to the involvement of such third parties.

2.4 Nothing in these Terms restricts DDF from providing the same or similar services to, or entering into similar arrangements with, any other consignor or third party, or from selling its own or third parties’ items alongside Your Items.

3. Eligible and Ineligible Items; Anti-Counterfeit

3.1 DDF is committed to preventing the sale of counterfeit and inauthentic goods, and accepts for consignment only genuine, authentic luxury goods that meet DDF’s condition standards, brand and quality criteria, as determined by DDF from time to time in its sole discretion.

3.2 DDF may decline to accept any Item for consignment, or may accept an Item subject to conditions, in its sole discretion, including where an Item does not meet DDF’s or the Partner Platform’s authenticity, condition, quality or brand criteria or other requirements. 

3.3 Notwithstanding DDF’s Authentication process described in Clause 7, You are responsible in the first instance for ensuring the authenticity of all Items. You must not consign, and You warrant that You have not consigned, any Item that is counterfeit, a replica, stolen or unlawfully obtained, that is subject to any lien, charge, security interest or third-party right, or the sale of which would breach any Applicable Law or any third party’s rights.

3.4 If DDF determines at any time that an Item is counterfeit, unapproved, allegedly stolen, or offered for sale in an unauthorized geographic market (for example, gray-market goods), DDF reserves the right to (a) notify You of that determination and You will have an opportunity to provide proof of purchase or other proof of authenticity, including sales receipts and other indications of origin or provenance acceptable to DDF or (b) return the Item to You without the need for any justification or report and turn it over to the appropriate law-enforcement authority when, in our sole discretion, we determine that we have a legal obligation to do so. We reserve the right, in our sole discretion, to deny the use of our services to any Consignor who submits counterfeit or stolen Items for sale through DDF or any DDF Partner Platform.

4. Your Representations and Warranties

4.1 You represent, warrant and undertake to DDF, on the date of each Consignment Agreement and on each date an Item is delivered to or collected by DDF, that:

(a) You are the sole legal and beneficial owner of each Item, or are duly authorized by the owner to consign and sell the Item, and have full right, power and authority to consign and sell the Item;

(b) each Item is genuine and authentic to the best of Your knowledge and belief, no part of the Item has been replaced or maintained with non-authentic parts or materials (this includes, by way of example but not limited to, third party’s repairs, unauthorized painting, maintenance not done by the authorized seller or agent … etc); and You are not aware of any fact or circumstance indicating that any Item is stolen, a counterfeit, a replica, altered or misrepresented;

(c) each Item is owned free and clear of any lien, charge, pledge, security interest, encumbrance or third-party right, and is not the subject of any dispute, claim or proceeding;

(d) each Item was lawfully acquired, and its consignment and sale will not breach any Applicable Law or any third party’s rights, including intellectual-property rights, anti-money-laundering and anti-bribery laws;

(e) all information provided by You to DDF in respect of each Item (including its brand, model, materials, Inclusions, provenance, condition and history) is true, accurate and complete in all material respects;

(f) where You are a business entity, the individual accepting and signing the Consignment Agreement is duly authorized to bind that entity; and

(g) where You are not available to hand over or receive back an Item, the individual You designate in an Acceptable Communication is authorized to hand over and receive back the Item, and to acknowledge its condition, Inclusions and any other relevant details, as if that individual were You.

4.2 The representations and warranties in Clause 4.1 are continuing and are deemed repeated each time an Item is consigned, delivered, collected, listed or sold.

4.3 You acknowledge that DDF relies on these representations and warranties in accepting, listing and selling Items, and in setting the terms on which it does so.

5. Identity, Verification and Compliance

5.1 You shall, on request, provide DDF with valid proof of identity (including a copy of Your  national ID or passport) and, where You are an entity, Your trade license and evidence of the authority of the individual acting on Your behalf.

5.2 DDF may carry out such identity-verification, customer due-diligence, source-of-funds and source-of-ownership checks as it considers necessary or as required under Applicable Laws, including anti-money-laundering and counter-terrorist-financing requirements applicable to dealers in high-value and luxury goods. You shall provide such information and documentation as DDF reasonably requests for this purpose.

5.3 DDF may decline to accept an Item, suspend or terminate a Consignment Agreement, or withhold payment, where You fail to provide requested information, or where DDF has reasonable grounds to suspect that an Item or transaction is connected with unlawful conduct. DDF may make any report required under Applicable Laws without notice to You and shall have no liability to You for doing so.

6. Collection, Delivery and Condition of Items

6.1 You are responsible for arranging and/or paying for the collection and delivery of the Item to DDF premises, including all shipping, carrier, courier, insurance, customs, duties and tax charges, and DDF shall not be responsible for any such costs. Where DDF agrees to arrange the initial collection of the Item from You and/or its delivery at the end of the Consignment Period in accordance with Clause 12, whether directly or through its authorized representative or logistics providers, DDF shall bear the cost of that initial collection and delivery at the end of Consignment Period if Your stated address is in Dubai, UAE. If Your stated address is outside of Dubai or the UAE, You agree to pay all applicable Reimbursable Expenses including shipment costs. Any DDF-arranged collection or delivery is at Your own risk, even where DDF bears the cost. Collections and deliveries by DDF’s drivers within Dubai are uninsured. For shipments outside Dubai through a courier, You may elect courier insurance at Your own cost under Clause 15.3. 

6.2 At the point of collection or delivery, You (or a person authorized by You by an Acceptable Communication) must inspect and sign DDF’s pick-up or delivery note, which records the Items received, their stated Inclusions and their apparent condition at that time. Your signature (or that of Your authorized representative) constitutes Your acknowledgement and acceptance that the Items, Inclusions and condition are correctly recorded. Any discrepancy must be raised in writing at the time of collection or delivery; absent such objection, the record on the pick-up or delivery note is conclusive and binding between the parties.

6.3 You are solely responsible for ensuring that any person who releases an Item to DDF or collects an Item from DDF on Your behalf is duly authorized to do so. DDF is entitled to rely on the apparent authority of any person who releases or collects an Item at Your stated address or on Your behalf, and DDF shall have no liability to You or any third party arising from its reliance on such authority. You shall indemnify DDF in respect of any claim arising from DDF’s collection from and delivery to a person You authorize to act on Your behalf.

6.4 You are responsible for the accuracy of the description, Inclusions and declared condition of each Item at the point of delivery or collection, as recorded in the signed pick-up or delivery note.

6.5 Risk in and responsibility for each Item during transit — including collection from You, movement between photoshoots, viewings, inspections, authentication and valuation, drop-offs to and collections from any Partner Platform or third party and returns — is addressed in Clause 15 (Risk, Care and Insurance). You acknowledge that DDF’s liability in respect of loss of or damage to Items is limited as set out in Clause 14 and Clause 15.

7. Authentication and Quality Control

7.1 Each Item is subject to Authentication and Quality Control by DDF before it is listed for sale. DDF’s Authentication process comprises a dual-layer assessment of authenticity: (a) an internal assessment conducted by DDF’s specialist(s); and (b), where applicable, a supporting opinion obtained from an independent third-party authentication provider. Authentication is carried out only after You have accepted the Final Pricing proposal.

7.2 Quality Control comprises DDF’s assessment of the condition and quality of an Item and its conformity with the photographs, video recordings and description provided by You, and with DDF’s or the applicable Partner Platform’s quality standards. DDF, in its sole discretion, may re-grade, re-price (subject to Clause 8), decline to list an Item, or require its return, based on the outcome of the Quality Control.

7.3 You acknowledge and agree that:

(a) physical inspection provides a significantly more comprehensive assessment than any photograph-based assessment, and any preliminary view or price given before physical inspection is indicative only;

(b) Authentication is an expert opinion based on physical examination and the industry knowledge available at the time of assessment, and is not a guarantee, certification or warranty of authenticity by DDF or by any third-party provider;

(c) where a third-party authentication provider is engaged, its opinion is that of the provider and DDF does not adopt or guarantee it, and DDF is not obliged to disclose the identity of, or the full report of, such provider to You; and

(d) any authentication certificate, report or opinion obtained by DDF in respect of an Item remains the property of DDF and will not be released or transferred to You unless separately requested and purchased at the applicable Authentication Fee.

7.4 If an Item does not pass Authentication or Quality Control, DDF will not list the Item and will return it to You in accordance with Clause 12 or if the Item is a counterfeit or is stolen, DDF may, in its sole discretion, turn it over to the relevant law-enforcement authority in line with Clause 3.4. Where the Item does not pass Authentication, You shall be liable for DDF’s Authentication Fee, any other Service Fees or Reimbursable Expenses as stated in the applicable Consignment Proposal or as otherwise notified by DDF. 

7.5 After the Item has left DDF’s custody, whether after the completion of the sale to a buyer or after the Item returns to You, DDF shall have no liability in respect of any alteration, substitution, tampering, damage, authenticity claim, wear or change in its condition or any other claim. 

7.6 Your warranty as to the authenticity in Clause 4.1 is given independently of, and is not qualified or discharged by, DDF’s Authentication or Quality Control. DDF’s conduct of Authentication and Quality Control does not relieve You of liability under Clause 4 or Clause 16.

8. Initial Pricing, Final Pricing and Listing

8.1 The listing price, price range, Highest Payout and Lowest Payout (“Initial Pricing”) for each Item as set out in the Consignment Proposal is proposed by DDF, taking into account the Item’s details You have shared including brand, model, condition and DDF’s assessment of market demand, the price the Item is likely to achieve and the requirements of the applicable Partner Platform. You acknowledge that DDF’s Initial Pricing is a commercial estimate and not a guarantee that an Item will sell at any particular price or at all.

8.2 Initial Pricing may be subject to change following DDF’s physical inspection and Quality Control of an Item. Any adjustment will first be shared with You through an Acceptable Communication and, once You agree, confirmed in a Final Pricing proposal for Your acceptance before Authentication and the Onboarding Phase start. By accepting the Final Pricing proposal, You agree that it amends the Initial Pricing provided in the Consignment Proposal without amending any other Terms and You agree to continue to be bound by and to comply with the Consignment Agreement as amended (“Amended Consignment Agreement”). In the event You do not agree with the adjusted Final Pricing, the Item will be returned to You in accordance with Clause 12, and no Authentication Fee or Withdrawal or Cancellation Fee is payable. 

8.3 You acknowledge and agree that DDF is authorized by You to prepare listings, descriptions and imagery, and to upload pricing and Item information to its own channels and to Partner Platforms, and that DDF may present and describe Items in the manner it considers most effective for sale (“Listing”).

8.4 DDF may propose markdowns or promotional pricing from time to time. DDF will not reduce the price of an Item below the Lowest Payout set out in the Consignment Agreement or the Amended Consignment Agreement without Your prior approval, given by way of an Acceptable Communication (including via WhatsApp). Where You approve a price adjustment, the revised price applies for the remainder of the Consignment Period.

9. Consignment Period, Onboarding and Platform Minimum

9.1 Following acceptance of an Item by DDF and Your acceptance of the adjusted Final Pricing, the Onboarding Phase starts. DDF will carry out onboarding activities including but not limited to further required third party authentication, professional photography, digital editing, and scheduling with Partner Platforms and/or any other procedures as may be required by DDF or the Partner Platforms.

9.2 DDF will use reasonable efforts to complete the Onboarding Phase as soon as possible, however You acknowledge and agree that when onboarding an Item with Partner Platforms, the Onboarding Phase could take up to fifteen (15) days or more and depends completely on the Partner Platform’s onboarding procedures as well as the Partner Platform’s absolute discretion to reject an Item without the need to provide any justifications.  DDF will not be held responsible for any delays during the Onboarding Phase or for a Partner Platform’s unilateral decision to reject any Item. 

9.3 DDF is authorized and will endeavor to list, market and sell the Items on DDF Platforms while the Onboarding Phase with Partner Platforms is underway but does not guarantee that any Item will sell. In such cases, the Consignment Period will only start when DDF informs You that the Item is listed for sale on the Partner Platform. For the avoidance of doubt, the Onboarding Phase does not count toward the Consignment Period.

9.4 You acknowledge and agree that Partner Platforms require Items to remain live and available for sale for a minimum period (typically forty (40) days from go-live on the relevant Partner Platform). During this minimum period an Item cannot be withdrawn or returned early, and any request for withdrawal and early return will be refused by the Partner Platform until the minimum period has expired. This is a stock-availability requirement imposed by the Partner Platform, and not a financial penalty imposed by DDF.

9.5 You agree that any such actions by the Partner Platform as those listed in Clause 9.2 or 9.3 shall not be deemed a breach of this Consignment Agreement by DDF or the Partner Platform, nor shall it entitle You to claim any compensation, damages, or specific performance in any way whatsoever. In such cases, DDF reserves the right to market and provide for the sale of the Item through other channels or other Partner Platforms without affecting the validity of the Consignment Agreement.  

10.  Partial or Full Early Withdrawal

10.1 Early withdrawal of your Items is greatly discouraged. You may however request in writing the partial or full early withdrawal of an Item or Items whether before DDF or after DDF has the Item or Items, subject to this Clause 10 and to the Partner Platform minimum live period described in Clause 9.4. 

10.2 Where You request to withdraw an Item before accepting the Final Pricing Proposal, and before the start of Authentication or the Onboarding Phase, DDF may charge You the Return Fee if the collection was arranged by DDF in Dubai and any other applicable DDF Reimbursable Expenses including shipment costs if DDF arranged for the collection as per clause 6.1 above. 

10.3 Where You request to withdraw an Item after accepting the Final Pricing Proposal, or after the start of Authentication or the Onboarding Phase, DDF may charge You a withdrawal or cancellation fee (“Withdrawal or Cancellation Fee”) that may vary by Item category, together with the Return Fee and any other applicable DDF Reimbursable Expenses, as set out in the applicable Consignment Proposal, Final Pricing or as otherwise notified by DDF. Only one fee is charged per Item: no separate Authentication Fee is payable where a Withdrawal or Cancellation Fee is charged.

10.4 An Item withdrawn under this Clause 10 will be returned to You in accordance with Clause 12 once any applicable Partner Platform minimum live period has expired and if the Item has not been sold.

10.5 Where You withdraw Your Items at the end of the Consignment Period, no Withdrawal or Authentication Fee under Clause 10 applies, and the Item will be returned in accordance with Clause 12.

11. Sale, Consignor Payout and Payment

11.1 When an Item is sold, DDF will notify You. 

11.2 The Consignor Payout becomes payable only once the sale has completed and the full Net Sale Proceeds has been received by DDF and has cleared in DDF’s bank account, and any applicable buyer return or cancellation period has expired without the sale being reversed.

11.3 When the Item is sold on DDF Platforms, showroom, or any other sales channel, payment of the Consignor Payout shall be made typically between two (2) and seven (7) Business Days depending on whether payment was made through a bank transfer or any other online payment method including but not limited to credit cards, debit cards, payment links or any other acceptable payment methods, provided that the full Net Sale Proceeds has been received by DDF and has cleared DDF’s bank account unless otherwise specified in the Consignment Proposal. 

11.4 When an Item is sold through a Partner Platform, the Partner Platform reports the sale to DDF in its Official Sales Report, typically issued within the first seven (7) days of the month following the sale (depending on weekends and public holidays), and DDF will notify You of the sale at that point. The Partner Platform then pays DDF, typically within fifteen (15) days of the Official Sales Report. DDF typically pays Your Consignor Payout within one (1) to two (2) Business Days of receiving the cleared Net Sale Proceeds, and in any event within fifteen (15) Business Days of receiving both the Official Sales Report and the cleared Net Sale Proceeds, provided that any applicable buyer return or cancellation period has expired. Settlement timelines may vary depending on each Partner Platform’s reporting and settlement procedures. 

11.5 Any other occasional payment terms extended from time to time, and in exceptional cases, are at DDF’s sole discretion and do not oblige DDF to extend the same terms in any other case.

11.6 The Consignor Payout is paid by bank transfer to the account nominated by You in writing in the Bank Account Form attached as Appendix B to the Consignment Proposal. You are responsible for providing accurate payment details, and DDF shall have no liability for any loss arising from inaccurate details provided by You. You are solely responsible for any bank charges, intermediary-bank fees, wire-transfer costs, currency-conversion fees or other transaction-related charges imposed on the payout, and DDF shall not be responsible for any such deductions incurred in transferring funds to You.

11.7 You acknowledge that DDF or Partner Platforms may, from time to time, offer buyers the ability to place a hold or deposit on an Item for a limited period and You authorize them to do the same. A hold or deposit does not constitute a sale, and no Consignor Payout arises unless and until the Item becomes a Sold Item.

11.8 Pending payment of all amounts due to DDF including but not limited to Authentication Fees, Cancellation or Withdrawal Fees, the Return Fee and Reimbursable Expenses, DDF shall have the contractual right to retain possession of any Item and to refuse its release, return or delivery until all such amounts have been paid in full in addition to DDF set off rights and all other remedies available to DDF under Clause 19 of this Agreement.

11.9 Unless expressly stated otherwise in the applicable Consignment Proposal, all prices, listing prices, price ranges, Highest Payout, Lowest Payout, Consignor Payout figures, DDF Service Fees, Authentication Fees, Withdrawal or Cancellation Fees, the Return Fee, Reimbursable Expenses and any other amount referenced in the Consignment Agreement are stated exclusive of value added tax ("VAT") and any other applicable sales, turnover or similar tax. Where VAT or any such tax is chargeable by law on any amount payable by or to either Party under the Consignment Agreement, that amount shall be increased by the applicable rate of VAT or other tax, and the Party liable to account for that VAT or tax to the relevant tax authority shall do so in accordance with Applicable Laws. You are solely responsible for any VAT, tax or duty applicable to the sale of an Item to the extent such liability falls on You as the seller of the Item under Applicable Laws, and DDF is solely responsible for any VAT applicable to its own Services or DDF Commission to the extent such liability falls on DDF under Applicable Laws. Nothing in this Clause 11.9 affects the fixed nature of the Consignor Payout under Clause 8 and the definitions of "Consignor Payout," "Highest Payout" and "Lowest Payout," and any VAT payable in connection with the sale of an Item is a liability separate from, and shall not be deducted from or added to, the Consignor Payout except where required by Applicable Laws.

12. Unsold, Returned and Un-consigned Items

12.1 Where an Item is not sold by the end of a Consignment Period, the Consignment Agreement in respect of that Item shall, unless renewed by express written agreement between DDF and You, automatically come to an end in respect of that Item (without need for further notice of termination under Clause 18), and the Item will be returned to You in accordance with this Clause 12. The expiry of an unsold Consignment Period under this Clause 12.1 is not, of itself, a termination for breach and does not entitle either Party to treat the other as being in default. Clause 12.1 shall apply equally where an Item is withdrawn in accordance with Clause 10 and 9.4, or is declined following Authentication or Quality Control, or where the Consignment Agreement is terminated in accordance with Clause 18 in respect of an Item.

12.2 On return, DDF will re-inspect the Item and record its condition on a delivery note, noting any change in condition. You (or Your authorized representative) must sign the delivery note to acknowledge receipt and condition. You acknowledge that DDF gives no representation, warranty or opinion as to the authenticity, condition or quality of any Item that is returned un-consigned or unsold once You have signed the delivery note, and that Clause 7.5 applies to any such Item once it has left DDF’s custody.

12.3 Subject to Clause 6.1 and 12.3(iii) below, You are responsible for arranging and bearing the cost of collecting an Item that is to be returned to You under this Clause 12. Where DDF or its logistics providers agree to arrange the delivery or return of the Item instead, this will be at Your own risk (i.e., without insurance) at all times, regardless of which Party bears the cost of that delivery or return, unless You elect shipping insurance under Clause 15.3. Where Your address is outside Dubai, UAE, You are responsible for paying all return shipping and carrier or courier charges (including providing or paying for the return shipping label), shipping insurance if You elect it under Clause 15.3, and any customs duties, taxes, VAT or other charges, whether You arrange the return Yourself or DDF or its logistics providers arrange it as Reimbursable Expenses on Your behalf; DDF shall dispatch the Item for return only once such arrangements and payment are in place. Alternatively, You may send an authorized representative to collect the Item from DDF’s premises at no cost. Where Your address is in Dubai, UAE: (i) if the return follows Your non-acceptance of a Final Pricing proposal under Clause 8.2 or a withdrawal under Clause 10.2, You will pay the Return Fee only, and no Withdrawal or Cancellation Fee applies; (ii) if the return follows a withdrawal accepted by DDF under Clause 10.3, You will pay the Return Fee in addition to the applicable Withdrawal or Cancellation Fee; and (iii) if the Item is returned because it was not sold by the end of the Consignment Period in accordance with Clause 10.4, no Return Fee, Withdrawal or Cancellation Fee applies, and DDF shall bear the cost of that return.

12.4 Returns periods will vary depending on whether the Item is in DDF’s custody or one of DDF’s channels or Partner Platforms. DDF will use reasonable endeavours to return the Item to You as soon as possible, typically between five (5) and fifteen (15) Business Days from the day DDF decided or accepted to make the return as the case may be or as otherwise agreed with You. 

12.5 If You fail to collect or accept the return of an Item within five (5) Business Days of being notified that it is available for return, including where You refuse to pay any amounts due to DDF or are not reachable through an Acceptable Communication, DDF will charge You a storage and administration fee of AED 25 per Item per day from the sixth (6th) Business Day until the Item is collected (“Admin Fee”). 

12.6 If Your failure to collect or accept a return as specified in 12.5 continues for more than ninety (90) days after being notified, DDF may on further notice to You, treat the Item as abandoned and deal with it (including by sale, donation or disposal) as DDF sees fit, applying any net proceeds first against amounts owed by You to DDF including DDF Commission, Withdrawal Fees, the Return Fee, Reimbursable Expenses and the Admin Fee in addition to any other remedy available to DDF under Clauses 16 and 19 of these Terms.

13. Communications, Approvals and Controlling Documents

13.1 You agree that confirmations, approvals, acceptances and instructions given by way of an Acceptable Communication (including by email or via WhatsApp) are binding on You, and that DDF is entitled to rely on them.

13.2 Each Consignment Proposal, Final Pricing, Amended Consignment Proposal accepted by You (whether by signature, email or Acceptable Communication) constitutes the binding commercial terms for the relevant Item and supersedes all prior proposals, quotations, estimates and communications. In the event of any conflict, the most recently accepted Consignment Proposal or Amended Consignment Proposal prevails as to commercial terms, and these Terms govern all other matters.

14. Limitation of Liability

14.1 Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under Applicable Laws, including liability for fraud or fraudulent misrepresentation.

14.2 Subject to Clause 14.1, DDF shall not be liable to You for any indirect, incidental, special, consequential or exemplary loss or damage, or for any loss of profit, loss of opportunity, loss of anticipated savings or loss of goodwill, in each case whether arising in contract, tort (including negligence), breach of statutory duty or otherwise.

14.3 Subject to Clause 14.1, DDF's total aggregate liability to You arising out of or in connection with the consignment of an Item, the provision of the Services, or this Agreement generally, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the amount specified as the "Cap" in the applicable Consignment Proposal, or, where the Consignment Proposal is amended by a Final Pricing proposal that specifies a different Cap, the amount so specified in that Final Pricing proposal ("the Cap"). Where more than one Item is consigned under a single Consignment Proposal, the Cap applies separately to each Item unless the Consignment Proposal expressly states that a single aggregate Cap applies across all Items covered by it. Where no Cap is specified in the Consignment Proposal or any Final Pricing proposal, the Cap shall be, as applicable: (a) for the consignment and sale of an Item, an amount equal to the Lowest Payout applicable to that Item at the time of the event giving rise to the claim; or (b) for the provision of Services independently of the consignment and sale of an Item, the Service Fee paid or payable by You for those Services. For the avoidance of doubt, the Cap is solely a limit on DDF's liability to You and does not create, expand or imply any entitlement on Your part to receive any amount other than the Consignor Payout, and the Cap, and is not evidence of, the amount, rate or method of calculation of the DDF Commission applicable to any Item

14.4 Without limiting Clause 14.3, and save as set out in Clause 15.4, DDF shall have no liability to You in respect of:

(a) any delay, error, downtime, suspension or act or omission of a Partner Platform or other third party, or any technical or platform failure;

(b) any buyer or Partner Platform cancellation, return, chargeback or non-completion of a sale, or any resulting need to re-list an Item;

(c) any loss of or damage to an Item occurring in transit or while the Item is not in the physical custody of DDF or a Partner Platform, including where the Item is uninsured in transit, including during any collection, delivery, return arranged by DDF under Clause 6.1,10 or 12 which is undertaken at Your own risk in accordance with Clause 15.1; or

(d) any decline in the market value of an Item, or any failure of an Item to sell.

(e) any authentication service provided by DDF or authentication experts used by DDF for the purpose of the Consignment Agreement or the provision of authentication Services in line with Clause 7 of these Terms.

14.5 Your sole remedy in respect of any matter arising under the Consignment Agreement is as expressly set out in these Terms.

15. Risk, Care and Insurance

15.1 DDF will take reasonable care of each Item while it is in DDF’s physical possession at DDF’s premises. Notwithstanding the foregoing, where DDF, its authorized representative or logistics providers arrange the collection, delivery or return of an Item on Your behalf under Clause 6.1, Clause 10 or Clause 12, that collection, delivery or return is undertaken entirely at Your own risk (i.e., without insurance) at all times, regardless of Your location, unless You elect shipping insurance under Clause 15.3, and DDF’s duty of reasonable care under this Clause 15 does not extend to that transit. This does not affect the operation of Clause 14.3 (the Cap) as the maximum limit of DDF's liability in respect of any loss occurring during such transit.

15.2 DDF is not obliged to maintain insurance in respect of consigned Items. Where DDF maintains insurance, it does so for its own benefit, and any insurance does not increase DDF’s liability beyond the Cap.

15.3 For shipments to or from outside Dubai through a courier, You may elect to purchase the courier’s shipping insurance at Your own cost. Unless You elect this in writing, the shipment is uninsured and at Your own risk. 

15.4 Loss of or Damage to Items.

(a) DDF’s liability for the loss of or damage to an Item, whether in DDF’s custody or a Partner Platform’s custody, shall not exceed the Lowest Payout. Where an Item is lost or damaged in a Partner Platform’s custody, any amount due to You will be paid once DDF has received compensation under the Partner Platform’s claims process, the timing of which varies between Partner Platforms, or otherwise following DDF’s own assessment under paragraph (b).

(b) DDF will assess whether an Item has been lost or damaged, and the extent of any damage, acting reasonably and in good faith on a case-by-case basis. Damage that may affect an Item’s value includes, without limitation, structural damage or loss of shape, irreversible damage to leather or materials, permanent stains or odours, and broken hardware. The loss of hardware protector stickers or films, and minor wear resulting from normal handling, display or inspection, do not constitute loss or damage under this Clause. Where damage is minor or repairable, DDF may arrange for the Item to be repaired, or compensate You for the reduction in its value, in each case within the limit above.

(c) This Clause 15.4 does not apply to Items in transit, which are at Your risk under Clause 15.1, or to any condition recorded at Quality Control.

16. Indemnity, Remedies for Breach and Recovery of Losses

16.1 You shall indemnify and hold harmless DDF, its Affiliates, officers, employees, agents and Partner Platforms from and against all losses, damages, liabilities, claims, demands, costs and expenses (including reasonable legal costs) arising out of or in connection with:

(a) any breach by You of these Terms or of any representation, warranty or undertaking given by You;

(b) any claim that an Item is counterfeit, inauthentic, stolen, encumbered or subject to any third-party right, or that You did not have the right to consign or sell the Item;

(c) any claim by a buyer, Partner Platform or third party in respect of an Item; and

(d) any inaccuracy in the information provided by You in respect of an Item.

16.2 Remedies for Breach. Without prejudice to any other rights or remedies available to DDF under this Agreement or applicable law, if You breach this Agreement, any representation, warranty or undertaking contained herein, or otherwise fail to perform any of Your obligations, DDF shall be entitled to recover from You all losses, liabilities, damages, costs, charges and expenses suffered or incurred by DDF as a result of, or in connection with, such breach. Without limitation, DDF shall be entitled to recover:

(a) all Service Fees, Authentication Fees, Cancellation Fees, Withdrawal Fees, the Return Fee, the Admin Fee and all other Reimbursable Expenses and any other amounts due and payable under these Terms or the Consignment Agreement;

(b) any Commission or other remuneration that DDF would reasonably have earned had the transaction been completed in accordance with this Agreement;

(c) all costs and expenses incurred in connection with the collection, transportation, authentication, inspection, storage, preservation, restoration, repair, packaging, marketing, listing, sale, return or disposal of any consigned Item;

(d) all amounts paid or payable by DDF to any buyer, prospective buyer, Partner Platform, service provider, payment processor, carrier, insurer or other third party arising out of or relating to Your breach;

(e) all chargebacks, refunds, reimbursements, fines, penalties, administrative charges and payment processing costs incurred by DDF;

(f) all reasonable legal fees, expert fees, investigation costs, debt recovery costs and other professional fees incurred by DDF on a full indemnity basis to the extent permitted by applicable law;

(g) any diminution in value of a consigned Item resulting from Your breach; and

(h) any other reasonably foreseeable direct loss or expense incurred by DDF as a consequence of Your breach.

DDF’s rights under this clause are cumulative and may be exercised together with any right of set-off, contractual right of retention, deduction from Net Sale Proceeds, charge against Your Payment Method, suspension or termination of Your account, or any other remedy available under this Agreement or applicable law.

Nothing in this Clause limits DDF’s right to seek specific performance, injunctive relief or any other equitable or legal remedy available to it.

17. Confidentiality

17.1 Each party shall keep confidential the terms of the Consignment Agreement and any non-public information disclosed by the other party in connection with it, and shall not use or disclose such information except as necessary to perform the Consignment Agreement or as required by law or a Partner Platform.

17.2 DDF will not disclose the identity of, or any personal information relating to You except as necessary to perform the Consignment Agreement, as permitted under the Privacy Policy, or as required under Applicable Laws.

18. Term and Termination

18.1 This Consignment Agreement takes effect when you sign the Consignment Proposal, agree to it in any of the forms listed in the cover of these Terms or handover or release Your items to DDF. It governs all transactions related to the consignment and sale of an Item or the Services between You and DDF (as described on the cover of this document) until terminated in accordance with this Clause 18.

18.2 Either party may terminate the Consignment Agreement, by giving the other party at least two (2) weeks’ written notice, subject to any Partner Platform minimum live period under Clause 9.4, and compliance with Clause 10. 

18.3 DDF may suspend or terminate a consignment, listing or the Consignment Agreement, with immediate effect and without the need for a court order where (a) an Item is found to be counterfeit, inauthentic or stolen, (b) required under Applicable Laws, (c) You are in material breach of these Terms and failed to rectify or remedy within seven (7) Business Days from receiving a written notice to that effect from DDF (and, for the avoidance of doubt, a breach by You of Clause 2.1 (exclusivity), Clause 3 (Eligible and Ineligible Items; Anti-Counterfeit), Clause 4 (Your Representations and Warranties), Clause 5 (Identity, Verification and Compliance), Clause 17 (Confidentiality) or Clause 19 (Lien, Set-Off and Recovery of Amounts Due) shall in each case be deemed a material breach of these Terms), or (d) DDF determines in its sole discretion that its vital legal, reputational and commercial interests warrant a termination decision.

18.4 On termination, DDF will return to You any Items then in DDF’s possession in accordance with Clause 12 (subject to any applicable Partner Platform minimum live period). Each party’s accrued rights and obligations, and Clauses 3,4, 5, 6.3, 7.5, 9.5, 11, 14, 15, 16, 17, 19, 23 and 24 (and any other clause intended to survive), continue in force after termination.

19.  Lien, Set-Off and Recovery of Amounts Due

19.1 Contractual Lien. As continuing security for the payment and performance of all obligations owed by You to DDF under this Agreement, You grant DDF a first contractual possessory lien over each consigned Item and any proceeds derived from its sale as per Clause 12.

19.2 Right of Set-Off. DDF may, at any time and without prior notice, deduct, withhold or set off any amounts due against (a) any Payout payable to You;(b) any refunds, credits or balances held by DDF for Your benefit; or (c) any other amounts owed by DDF to You under this Agreement or otherwise. The exercise of any right of set-off shall not prejudice any other right or remedy available to DDF.

19.3 Recovery of Outstanding Amounts. You shall remain fully liable for the outstanding balance. DDF may recover such outstanding amounts through legal proceedings, debt recovery, enforcement of its contractual lien, or any other remedy available under this Agreement or applicable law. The rights and remedies contained in this Clause are cumulative and may be exercised separately or concurrently. No exercise or failure to exercise any right shall constitute a waiver of any other right or remedy.

20. Force Majeure

20.1 DDF shall not be liable for any delay or failure to perform its obligations to the extent caused by any event beyond its reasonable control, including acts of God, natural disaster, fire, flood, epidemic or pandemic, war, civil unrest, strike, failure of utilities or telecommunications, cyber-attacks, governmental action, or the act or omission of a Partner Platform or other third party.

21. Notices

21.1 Formal notices under the Consignment Agreement must be in writing and sent to the party’s address, or email address, most recently notified for that purpose. Notices may be served by hand against a receipt, by registered mail with return receipt, or by email. A party must notify the other of any change to its address or email address within one (1) week of the change.

21.2 Operational confirmations, approvals and instructions may be given by Acceptable Communication in accordance with Clause 13.

21.3 A Formal Notice is deemed received: (a) if delivered by hand, at the time of delivery; (b) if sent by registered mail, five (5) Business Days after posting; and (c) if sent by email, at the time of transmission, provided no delivery failure notification is received by the sender. An Operational Notice given by Acceptable Communication is deemed received at the time it is sent, unless the recipient can show it was not in fact received due to a failure of the relevant communication platform

22. Amendments

22.1 DDF may update or amend these Terms and the policies incorporated by reference from time to time. The updated Terms take effect when published on DDF’s website or otherwise notified to You, and apply to Items consigned, and transactions entered into, after that time. Your continued consignment or sale of Items after the updated Terms take effect constitutes Your acceptance of them.

22.2 The commercial terms of a particular consignment, as set out in a Consignment Proposal, may be varied only by agreement between DDF and You (including by Acceptable Communication).

23. Governing Law and Dispute Resolution 

23.1 This Consignment Agreement and any dispute or claim arising out of it or in connection therewith shall be governed by and construed in accordance with the federal laws of the United Arab Emirates and the local laws of the Emirate of Dubai.

23.2 The Parties shall endeavor to resolve amicably any dispute, controversy or claim arising out of or in connection with this Consignment Agreement, including any question concerning its existence, validity, interpretation, performance, breach or termination (a "Dispute"), through good faith negotiations for a period of fifteen (15) days following written notice of the Dispute by either Party. 

23.3 If the Dispute has not been resolved pursuant to Clause 23.2 above, DDF or You may by written notice, require that the Dispute be referred to mediation administered by the Dubai International Arbitration Centre ("DIAC") in accordance with the DIAC Mediation Rules in force on the date the mediation is commenced. The Parties shall participate in the mediation in good faith and shall use reasonable endeavors to resolve the Dispute. Unless the Parties otherwise agree in writing, the mediation shall terminate upon the earliest of: (a) the execution of a written settlement agreement; (b) a written declaration by the mediator that the mediation has concluded or is no longer likely to resolve the Dispute; (c) the expiry of sixty (60) days from the appointment of the mediator; or (d) termination in accordance with the DIAC Mediation Rules.

23.4 Any Dispute that (a) is not referred to mediation by DDF; or (b) remains unresolved following the termination of mediation, shall be finally resolved by arbitration administered by the Dubai International Arbitration Centre ("DIAC") in accordance with the DIAC Arbitration Rules in force at the date the Request for Arbitration is submitted. The Parties irrevocably agree that arbitration shall be the exclusive method for the final determination of all Disputes falling within the scope of this Clause, except as expressly provided in Clause 23.6. The arbitral tribunal shall consist of one arbitrator. The seat, or legal place, of arbitration shall be Dubai, United Arab Emirates. The language of the arbitration shall be English. The arbitral award shall be final and binding upon the Parties and judgment upon the award may be entered and enforced by any court of competent jurisdiction.

23.5 Unless otherwise directed by DDF or required by law, the Parties shall continue to perform their respective obligations under this Agreement during the pendency of any negotiation, mediation or arbitration to the extent such obligations are not themselves the subject matter of the Dispute.

23.6 Notwithstanding any other provision of this Agreement or the commencement of any negotiation, mediation or arbitration, DDF may, at any time and without first commencing arbitration, seek interim, conservatory, precautionary or permanent relief from any court of competent jurisdiction where DDF reasonably considers such relief necessary to protect its legal or commercial interests. Without limitation, DDF may seek judicial relief in relation to: (a) recovery, preservation or delivery up of any consigned Item; (b) preservation or freezing of assets;(c) attachment or preservation of property; (d) preservation of evidence; (e) fraud, suspected fraud or dishonest conduct; (f) counterfeit, stolen or unlawfully acquired Items; (g) protection or enforcement of intellectual property rights; (h) protection of confidential information or trade secrets; (i) enforcement of post-termination obligations or restrictive covenants; (j) recovery of undisputed debts or payment obligations; (k) compliance with applicable sanctions, anti-money laundering, know-your-customer or regulatory obligations; and (l) any other circumstances in which DDF reasonably determines that urgent judicial intervention is necessary to prevent irreparable harm or preserve its rights. The exercise of any right under this Clause shall not: (i) constitute a waiver of the arbitration agreement; (ii) prevent DDF from subsequently referring the substantive Dispute to arbitration; or (iii) affect the jurisdiction of the arbitral tribunal to determine the merits of the Dispute.

23.7 This Clause constitutes a separate arbitration agreement between the Parties and shall survive the termination, expiry, rescission, invalidity or unenforceability of this Agreement. If any provision of this Clause is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. 

24. General

24.1 Severability. If any provision of these Terms is or becomes invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision applies to the maximum extent permitted.

24.2 Waiver. No failure or delay by DDF in exercising any right is a waiver of that right, and no single or partial exercise precludes any further exercise.

24.3 Assignment. You may not assign or transfer any of Your rights or obligations under this Consignment Agreement without DDF’s prior written consent. DDF may assign or subcontract its rights and obligations.

24.4 No partnership. Nothing in these Terms creates a partnership, joint venture or employment relationship between the parties. 

24.5 Entire agreement. The Consignment Agreement constitutes the entire agreement between the parties in respect of its subject matter and supersedes all prior agreements, understandings and communications, save as expressly provided in Clause 13.2. Nothing in this Clause limits liability for fraud.

24.6 Counterparts and electronic acceptance. This Consignment Agreement may be accepted and signed in counterparts and by electronic means (including by email, Acceptable Communication, or by clicking or stating “I agree”), each of which is an original and all of which together constitute one agreement.