CONSIGNMENT AGREEMENT

This Consignment Agreement ("Agreement") is made and entered into by and between:

· Lux Loop Pty Ltd (ABN 26 685 665 374) ("Consignee"), and

· The ("Consignor")

Each a "Party" and collectively referred to as "the Parties."

1. Purpose The purpose of this Agreement is to set forth the terms and conditions under which the Consignor entrusts certain personal property (the "Consigned Items") to the Consignee for the purpose of selling such items to third parties.

2. Consignment Terms 2.1 The Consignee agrees to accept the Consigned Items for sale on behalf of the Consignor.

2.2 Upon the successful sale of any Consigned Item, the Consignee shall remit to the Consignor:

– fifty percent (50%) of the final agreed selling price for items sold in-store at or below $800, and

– thirty percent (30%) of the final agreed selling price for items sold in-store between $800-$2499

– twenty percent (20%) of the final agreed selling price for items sold in store above $2500

– Fifty percent (50%) of the final agreed selling price for shoes sold in store.

– Thirty percent (30%) of the final agreed selling price for accessories sold instore.

2.3 The Consignee shall have full discretion in pricing strategy, marketing, display, and selling methods, unless otherwise agreed in writing with the Consignor.

3. Consignment Period and Collection of Unsold Items 3.1 The minimum consignment period shall be eight (8) weeks from the date of execution of this Agreement ("Consignment Period").

3.2 Should the Consignor request the early withdrawal of any Consigned Item prior to the expiration of the Consignment Period, the Consignor shall be liable to pay the Consignee the full commission fee that would have been earned had the item sold at the agreed price.

3.3 At the conclusion of the Consignment Period, the Consignor may elect to collect any unsold items without payment of any additional fees.

3.4 If the Consignor fails to collect unsold items within thirty (30) days following the end of the Consignment Period, Lux Loop reserves the right to dispose of the items at its sole discretion.

4. Payment Terms 4.1 Payments for items sold during a calendar month shall be processed and disbursed to the Consignor by electronic bank transfer on the twentieth (20th) day of the following month.

4.2 In the case of any outright purchase of a Consigned Item by the Consignee ("Buy-Off"), payment shall be processed within twenty-four (24) hours of the item passing authentication procedures.

5. Authentication and Prohibition on Counterfeit Goods 5.1 All Consigned Items shall be subject to authentication by the Consignee to ensure genuineness and compliance with brand standards.

5.2 Any item that cannot be authenticated with full confidence shall be refused and returned to the Consignor. The Consignor shall bear any associated costs, including shipping and third-party authentication fees.

5.3 The Consignor acknowledges and agrees that the consignment of counterfeit goods is illegal. Lux Loop reserves the right to report any such activity to appropriate authorities and to pursue any and all available civil and/or criminal remedies under Australian law.

6. Risk, Liability, and Insurance 6.1 While the Consignee shall take all commercially reasonable measures to safeguard the Consigned Items, the Consignee shall not be held liable for any loss, theft, or damage to the Consigned Items due to events beyond its reasonable control, including but not limited to fire, flood, theft, natural disasters, or other acts of God.

6.2 In the event of such loss or damage, Lux Loop shall use reasonable efforts to file an insurance claim to recover any potential losses. However, the Consignee provides no guarantee or assurance regarding the success or extent of such recovery.

6.3 Items sent to Lux Loop must be securely packaged, shipped with full insurance coverage, tracking, and require signature upon delivery. The Consignee shall not be responsible for any items lost, stolen, or damaged in transit.

7. Representations and Warranties the Consignor represents and warrants to the Consignee that:

(a) They are the legal and beneficial owner of all Consigned Items.

(b) The Consigned Items are free from all encumbrances, liens, and claims of ownership by third parties.

(d) They have full right, power, and authority to enter into this Agreement and to consign the items for sale.

8. Indemnity The Consignor agrees to indemnify, defend, and hold harmless the Consignee from any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to any breach by the Consignor of any representation, warranty, or covenant contained in this Agreement.

9. Governing Law and Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of the State of Victoria, Australia.

The Parties submit to the exclusive jurisdiction of the courts of Victoria for the resolution of any disputes arising under or in connection with this Agreement.

10. Entire Agreement 10.1 This Agreement contains the entire understanding between the Parties relating to the subject matter herein and supersedes any and all prior agreements, representations, or understandings, whether oral or written.

10.2 No amendment or modification of this Agreement shall be valid unless made in writing and signed by both Parties.

11. Notices Any notice required under this Agreement shall be in writing and shall be deemed delivered when sent via email, registered mail, or personal delivery to the addresses set forth above (or as updated in writing).

12. Execution This Agreement may be executed in counterparts and may be signed electronically. Each counterpart shall be deemed an original and all counterparts together shall constitute one and the same document.