Consignment Agreement (New Zealand)
THIS CONSIGNMENT AGREEMENT (the “Agreement”) is made on [Effective Date] between:
(1) [Consignor Name] (NZBN [Consignor NZBN]), of [Consignor Address], [Consignor City] [Consignor Postcode] (the “Consignor”); and
(2) [Consignee Name] (NZBN [Consignee NZBN]), of [Consignee Address], [Consignee City] [Consignee Postcode] (the “Consignee”).
BACKGROUND
A. The Consignor wishes to deliver certain goods to the Consignee for sale on consignment on the terms set out in this Agreement.
B. The Consignee agrees to receive, store, display, and sell the consigned goods on the Consignor’s behalf and to account to the Consignor for the proceeds of sale, less the Consignee’s commission.
C. This Agreement is subject to the Personal Property Securities Act 1999 (NZ), the Goods and Services Tax Act 1985, the Contract and Commercial Law Act 2017 (CCLA), the Consumer Guarantees Act 1993 (CGA), and the Fair Trading Act 1986 (FTA).
1. CONSIGNED GOODS
1.1 The Consignor agrees to deliver to the Consignee, and the Consignee agrees to receive and hold on consignment, the following goods: [Goods Description] (the “Consigned Goods”).
1.2 The Consigned Goods shall be sold at the following price(s): [Recommended Retail Price]. The Consignee shall not sell the Consigned Goods at a price below the agreed minimum price without the Consignor’s prior written consent.
1.3 Title to the Consigned Goods remains with the Consignor at all times until the Consigned Goods are sold to a third party buyer and the sale proceeds have been received. The Consignee receives possession only and does not acquire title to the Consigned Goods.
1.4 The Consignee shall keep the Consigned Goods separately identified and distinguishable from the Consignee’s own goods and from any other consigned goods held by the Consignee for any other party.
1.5 The Consignment Period shall be [Consignment Period]. At the expiry of the Consignment Period, the Consignee shall return all unsold Consigned Goods to the Consignor within 10 business days, in the same condition as received (fair wear and tear excepted), at the Consignee’s cost and risk.
2. COMMISSION AND ACCOUNTING
2.1 In consideration of selling the Consigned Goods, the Consignee shall be entitled to a commission of [Commission Rate]% of the actual sale price received for each item of Consigned Goods sold (the “Commission”).
2.2 The Consignee shall account to the Consignor [Accounting Period]. Each account must include: (a) a written statement listing all Consigned Goods sold during the accounting period, the sale price received for each item, and the Commission deducted; (b) payment to the Consignor of the net sale proceeds (being the total sale proceeds less the Commission) by direct bank transfer to the Consignor’s nominated bank account.
2.3 The Consignee shall keep accurate records of all sales of Consigned Goods and shall make these records available for inspection by the Consignor on reasonable written notice.
2.4 The Consignee shall not apply any set-off, deduction, or counterclaim against the sale proceeds owed to the Consignor, except for the Commission expressly authorised under this Agreement.
3. RISK OF LOSS AND CARE OF GOODS
3.1 Risk of loss, theft, or damage: [Risk of Loss].
3.2 The Consignee shall store, display, and handle the Consigned Goods with reasonable care, in appropriate conditions, and in accordance with any care instructions provided by the Consignor.
3.3 The Consignee shall promptly notify the Consignor in writing of any loss, theft, or damage to Consigned Goods.
4. CONSIGNEE’S OBLIGATIONS
4.1 The Consignee shall: (a) use its reasonable commercial endeavours to sell the Consigned Goods; (b) not sell the Consigned Goods at below the agreed minimum price without written consent; (c) not pledge, charge, encumber, or purport to transfer title to the Consigned Goods; (d) comply with all applicable New Zealand laws including the Consumer Guarantees Act 1993 and the Fair Trading Act 1986 in relation to the sale of the Consigned Goods; (e) collect payment from buyers in full before releasing goods to them, unless otherwise agreed in writing with the Consignor.
4.2 The Consignee shall not represent to any buyer or third party that it owns the Consigned Goods.
5. TERMINATION
5.1 Either party may terminate this Agreement on 14 days’ written notice to the other party. On termination, the Consignee shall promptly return all unsold Consigned Goods to the Consignor and provide a final account of all sales and proceeds.
5.2 The Consignor may terminate this Agreement immediately and demand the return of all Consigned Goods if: (a) the Consignee commits a material breach and fails to remedy it within 5 business days of written notice; (b) the Consignee becomes insolvent, enters voluntary administration, receivership, or liquidation under the Companies Act 1993; or (c) the Consignee purports to sell, pledge, or encumber the Consigned Goods without authority.
6. GENERAL PROVISIONS
6.1 Governing Law: This Agreement is governed by the laws of New Zealand, including the Contract and Commercial Law Act 2017 (CCLA), the Personal Property Securities Act 1999, the Goods and Services Tax Act 1985, the Consumer Guarantees Act 1993, and the Fair Trading Act 1986. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of New Zealand.
6.2 Entire Agreement: This Agreement constitutes the entire agreement between the parties in relation to the consignment of the Consigned Goods and supersedes all prior negotiations and representations.
6.3 Amendments: No amendment of this Agreement shall be effective unless made in writing and signed by both parties.
6.4 Severability: If any provision of this Agreement is invalid or unenforceable under New Zealand law, the remaining provisions continue in full force and effect.
6.5 Dispute Resolution: The parties shall endeavour to resolve any dispute by good faith negotiation. If unresolved within 15 business days, either party may refer the dispute to mediation through the Arbitrators’ and Mediators’ Institute of New Zealand (AMINZ), or, if mediation fails, to the courts of New Zealand.
EXECUTION
IN WITNESS WHEREOF, the parties have executed this Consignment Agreement as of the date first written above.
CONSIGNOR: [Consignor Name]
CONSIGNEE: [Consignee Name]
Consignor
________________
Signature
Consignee
________________
Signature
What Is a Consignment Agreement (New Zealand)?
A Consignment Agreement in New Zealand sets the commercial terms and each party's obligations for the arrangement, consistent with the Companies Act 1993.
Consignment arrangements are common in New Zealand in a wide range of sectors, including artisan goods and craft products sold through boutique retailers and galleries; fashion and clothing sold through concept stores and online platforms; food and beverage products distributed through specialty retailers; and agricultural produce consigned to markets and distributors.
In New Zealand, consignment agreements operate within a specific legal framework. The Contract and Commercial Law Act 2017 (CCLA) governs the formation and enforcement of commercial contracts. The Personal Property Securities Act 1999 (NZ) (PPSA) is of critical importance: where a Consignee deals in goods of the same kind as the consigned goods (a commercial consignment), the Consignor's retention of title is treated as a security interest, and the Consignor must register a financing statement on the Personal Property Securities Register (PPSR) to protect its title against the Consignee's creditors and buyers in the ordinary course of business. Without PPSR registration, a Consignee's liquidator or secured creditor may claim the consigned goods as part of the Consignee's assets.
The Goods and Services Tax Act 1985 applies to consignment sales where either party is GST-registered, and the parties must comply with their GST obligations in respect of the sale proceeds and commission. The Consumer Guarantees Act 1993 (CGA) implies mandatory guarantees into sales to consumers, and the Consignee must comply with these obligations when selling consigned goods to retail customers.
When Do You Need a Consignment Agreement (New Zealand)?
A written Consignment Agreement is essential whenever goods are delivered to another party for sale on consignment terms. Without a written agreement, disputes commonly arise about the commission rate, the accounting and payment period, who bears the risk of loss or damage, and what happens to unsold goods at the end of the consignment period.
Artists, craftspeople, and designers who sell their work through galleries, boutique retailers, markets, or online platforms should always have a consignment agreement in place before delivering goods. This protects both the Consignor's title to the goods and the Consignee's right to earn a commission on sales. PPSR registration under the Personal Property Securities Act 1999 is strongly recommended to protect the Consignor's interest if the Consignee becomes insolvent.
Wholesalers, importers, and distributors who supply goods to retailers on a sale-or-return basis are engaged in a commercial consignment arrangement and should have a formal consignment agreement documenting the terms of the arrangement, the accounting period, and the Consignee's obligations regarding stock management, reporting, and payment.
Food producers who supply specialty foods, wines, or artisan products to delicatessens, farmers' markets, or specialty food retailers on consignment terms need a consignment agreement that addresses the perishable nature of the goods, the Consignee's obligations regarding storage and display, and the accounting and payment process.
Importers and agents who bring overseas goods into New Zealand for sale on behalf of foreign principals need a consignment agreement that clearly establishes the agency relationship, the commission structure, the Consignee's authority to sell, and the treatment of any import duties, GST, and other costs.
What to Include in Your Consignment Agreement (New Zealand)
A well-drafted New Zealand Consignment Agreement should include the following key provisions.
Party details. Identify each party by their full legal name and, for business entities, their NZBN (New Zealand Business Number). Clearly define who is the Consignor (goods owner) and who is the Consignee (agent for sale).
Description of consigned goods. Describe the goods with sufficient precision to identify them and distinguish them from the Consignee's own stock and any other consigned goods. A Consignment Stock List (Schedule 1) should list each item, quantity, description, and recommended retail price. Clear identification is essential for PPSR perfection under the Personal Property Securities Act 1999.
Retention of title. Confirm expressly that legal and equitable title to the Consigned Goods remains with the Consignor until the goods are sold and the proceeds received. The Consignee receives possession only and does not acquire title.
PPSR registration. Include a clause under which the Consignee consents to the Consignor registering a financing statement on the PPSR and agrees to do all things necessary to assist in perfecting and maintaining the security interest. This is the most critical protective provision in a New Zealand consignment agreement.
Commission and accounting. Specify the commission rate (as a percentage of the actual sale price), the accounting period (monthly, fortnightly, or quarterly), the form of the accounting statement, and the payment method. The Consignee should be prohibited from deducting any amounts other than the agreed commission.
GST. If both parties are GST-registered, specify how GST applies to the commission and the sale proceeds. Consider whether a buyer-created tax invoice (BCTI) arrangement is appropriate.
Risk of loss and insurance. Clearly state which party bears the risk of loss, theft, or damage while the goods are in the Consignee's possession, and whether the Consignee is required to hold insurance noting the Consignor's interest.
Consignee's obligations under CGA and FTA. Require the Consignee to comply with the Consumer Guarantees Act 1993 and the Fair Trading Act 1986 when selling goods to consumers.
Termination and return of goods. Specify the notice period for termination and the procedure for returning unsold goods to the Consignor at the end of the consignment period or on termination. The forms-legal.com Consignment Agreement (New Zealand) provides a ready-to-use template that meets New Zealand legal requirements.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Consignment Agreement (New Zealand) (New Zealand) [Legal document template]. Forms Legal. https://forms-legal.com/new-zealand/business/contracts/consignment-agreement-new-zealand
"Consignment Agreement (New Zealand) (New Zealand)." Forms Legal, 2026, https://forms-legal.com/new-zealand/business/contracts/consignment-agreement-new-zealand.
@misc{formslegal-consignment-agreement-new-zealand,
author = {{Forms Legal}},
title = {Consignment Agreement (New Zealand) (New Zealand)},
year = {2026},
howpublished = {\url{https://forms-legal.com/new-zealand/business/contracts/consignment-agreement-new-zealand}},
note = {Free legal document template. Based on Companies Act 1993}
}Also available for these jurisdictions:
Frequently Asked Questions
A consignment agreement is a contract under which the owner of goods (the Consignor) delivers those goods to another party (the Consignee) for sale on the Consignor's behalf. The Consignee does not purchase the goods outright — it receives possession but not title. The Consignee sells the goods to third-party buyers and, once a sale is made, remits the proceeds to the Consignor less an agreed commission. Under New Zealand law, a consignment arrangement is governed by the general law of bailment and contract, principally the Contract and Commercial Law Act 2017 (CCLA). The Personal Property Securities Act 1999 (NZ) (PPSA) is critical: a consignment in which the Consignee deals in goods of that kind (a commercial consignment) is treated as a security interest, meaning the Consignor must register on the PPSR to protect its title against the Consignee's creditors if the Consignee becomes insolvent.
Under the Personal Property Securities Act 1999 (NZ), a consignment arrangement in which the Consignee deals in goods of the same kind as the consigned goods is classified as a security interest. This means that if the Consignee becomes insolvent before paying the Consignor, the Consignor's title to the unsold consigned goods may be defeated by the Consignee's liquidator or secured creditors unless the Consignor has registered a financing statement on the Personal Property Securities Register (PPSR) at ppsr.govt.nz. Registration on the PPSR perfects the Consignor's security interest and gives the Consignor priority over the Consignee's unsecured creditors and subsequently registered security interests. Consignors should register before delivering goods to the Consignee. PPSR registration is straightforward and can be done online at ppsr.govt.nz.
Consignment sales in New Zealand are subject to GST at 15% under the Goods and Services Tax Act 1985 where the Consignor is (or is required to be) GST-registered. A person must register for GST if their taxable supplies exceed NZD $60,000 in any 12-month period. When a consigned good is sold to a buyer, that sale is a taxable supply — either by the Consignor (if the Consignee is acting as the Consignor's agent) or by the Consignee in its own right. The commission earned by the Consignee is itself a taxable supply if the Consignee is GST-registered. Parties who are both GST-registered may use a buyer-created tax invoice (BCTI) arrangement, under which the Consignor issues a BCTI to the Consignee for the net sale proceeds rather than the Consignee issuing a tax invoice for the commission. The specific GST treatment of consignment arrangements can be complex, and parties should seek advice from Inland Revenue (IR) or a qualified tax adviser.
The allocation of risk of loss, theft, or damage to consigned goods is a matter of contract between the parties. Under the general law of bailment in New Zealand, a bailee (the Consignee) who receives goods for a specific purpose (sale on behalf of the bailor) owes a duty of care to return the goods in the condition received, or to account for them. The Consignee is therefore generally liable for loss or damage caused by its own negligence or failure to take reasonable care. However, the parties may agree to allocate risk differently — for example, the Consignee may agree to bear full risk of loss or damage from any cause while the goods are in its possession. Given that the Consignor retains title to the goods, the Consignor would typically want the Consignee to bear risk and to hold insurance. The consignment agreement should clearly state which party bears risk and whether insurance is required.
When the Consignee sells consigned goods to a consumer in New Zealand, the Consumer Guarantees Act 1993 (CGA) applies. The CGA implies mandatory guarantees into consumer sales: that the goods are of acceptable quality (s 6), fit for any particular purpose made known to the supplier (s 8), match their description (s 9), and are free from undisclosed security interests (s 17). These guarantees apply to the seller (the Consignee) in respect of the sale to the consumer. The Consignee must also comply with the Fair Trading Act 1986 (FTA), which prohibits misleading and deceptive conduct, including misleading claims about the origin, quality, or characteristics of the goods. The Consignor should warrant in the consignment agreement that the consigned goods comply with all applicable New Zealand product safety and consumer protection laws.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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