Consigning Goods to a Shop: How to Write the Agreement So Problems Do Not Start

What consignment is, and who owns the goods

Consignment means you ask a shop to sell goods on your behalf. The goods remain yours until a customer buys them, and your share of the sales money is money the shop holds for you, not the shop's own money to spend.

While the goods sit in the shop, it has to look after them as someone who keeps goods for payment would: with the care a prudent person would take. If poor care leads to loss or damage, the shop has to compensate. But without a written agreement and a list of items, it is hard to say how much went missing and why.

What to settle before you leave goods in the shop

A solid consignment agreement answers the following questions, so that a case of missing goods with nobody responsible does not repeat.

1. How the shop is paid: a percentage deducted from the sale price, or the shop adds its own mark-up. And whether the shop may discount the goods on its own.
2. A monthly settlement: how the sales report is sent, and by which date of the following month the money is transferred.
3. Loss or damage caused by the shop's poor care: the shop pays the sale price less the fee it would have earned. Goods that deteriorate or expire by themselves are the owner's loss.
4. Unsold goods: how many days' notice is needed to call them back, how many days after the agreement ends the shop must return what is left, and who pays the delivery.
5. The owner confirms the goods are lawful and infringe nobody's copyright or trademark. For food, cosmetics, or medicine, the required registration or permission must be in place first.

Put every point in writing and have both sides sign. Do not rely on scattered chat messages alone, since they tend to be open to more than one reading.

If the shop fails, consigned goods may not be safe

The point people who consign goods most often overlook is that if the shop collapses and is sued into bankruptcy, consigned goods are not always safe. Legally, items the shop holds for sale in the course of its business, with the owner's consent, and which from the outside look like the shop's own stock, can be taken to pay the shop's creditors, even though in reality they belong to you. You can reduce this risk by preparing clear evidence that the items are consigned, not bought by the shop. Do the following.

1. Sign a written agreement before the goods go on the shelf.
2. Keep an inventory list for every batch you leave, and have the shop acknowledge it.
3. Ask the shop to put up a sign or set aside a separate area marking the goods as consigned.

None of these three steps settles every outcome in advance, but together they give you the clearest possible proof of whose goods they are on the day the shop is in trouble and you need to show it.

Common mistakes, and a word on tax

The problems that keep coming up in consignment are usually basic points nobody settled:

1. A verbal deal with no document, so nobody can answer when goods go missing or money does not arrive.
2. Leaving goods without an inventory list, so nobody knows how much is in each batch.
3. Not fixing a settlement date and a transfer date, which means chasing payment every month.
4. Not agreeing who bears the loss when goods are lost or damaged.
5. Forgetting to check whether food, cosmetics, or medicine need registration or permission before going on sale.

Tax is worth asking about early too. If the seller is a company or volumes are starting to grow, talk to an accountant about value-added tax and withholding tax on the fee the shop receives.

Making a consignment agreement on Kontrax

The consignment template on Kontrax covers ownership, the shop's fee, monthly settlement, calling goods back, and returning goods at the end, all in one document. To add a new batch you simply prepare an inventory list that refers back to the original agreement.

Both sides sign online with an SMS one-time code, and the signed PDF is kept for you. If terms need to change later, you can record that as an amendment (สัญญาแก้ไขเพิ่มเติม). You can sign up and make your first contract free, with no credit card.

Frequently asked questions