Equipment Consignment Agreement (Page 3 of 5) in pdf

Agreement shall be deemed or constitute a waiver of any other provision hereof (whether or not

similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly

provided.

13. Termination. Upon fifteen (15) days written notice to the other party, either

party may terminate this Agreement.

14. Notices, etc. All notices, requests, demands and other communications hereunder

shall be in writing and shall be deemed to have been duly given when actually (i) received by the

party to whom it is addressed if hand delivered or (ii) sent by registered or certified mail (return

receipt requested) or telecopy (if transmission is confirmed):

(a) If to Auction Company, to:

SMC, LLC

1287 W Avenue

Ames, IA 50010

(877) 268-3165 fax

(b) If to Customer, to:

__________________________

15. Parties in Interest. The terms and conditions of this Agreement shall inure to the

benefit of and be binding upon the parties hereto and their respective successors and assigns.

Except as expressly set forth herein, no party hereto shall assign, delegate or transfer, or grant a

security interest in, its rights, duties or obligations hereunder to any third party.

16. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or any breach

hereof except as set forth below, shall be decided and settled by binding arbitration in accordance

with Title 9 of the U.S. Code (United States Arbitration Act) and the Commercial Arbitration

Rules of the American Arbitration Association then in effect. The place of arbitration shall be

determined.

17. Governing Laws. This Agreement shall be construed and enforced in accordance

with the laws of the State of Iowa without regard to the provisions thereof regarding

conflicts of laws.

18. Entire Agreement; Prior Agreements. This Agreement represents the entire

agreement of the parties with respect to the matters contemplated herein. All prior agreements,

representations, warranties, covenants or understandings, verbal or written, regarding the subject

matter hereof are hereby terminated and superseded by the execution and delivery of this

Agreement, and shall be of no further force or effect.

19. Severability. Wherever possible, each provision of this Agreement shall be

interpreted in such manner as to be effective and valid under applicable law, but if any provision

of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be

ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of

such provision or the remaining provisions of this Agreement.

IN WITNESS WHEREOF, the undersigned parties hereto have duly executed this

Agreement on the date first above written.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH

MAY BE ENFORCED BY THE PARTIES.

Equipment Consignment Agreement Page 3