Consignment Agreement (Page 2 of 3) in pdf

prior notice.

Reports; Payment by Consignee. At or about the first business day of each week, the

Consignee shall furnish the Company with a report that shows the amount and type of Consigned

Goods used by the Consignee during the prior week. The Company shall then prepare and send

to the Consignee an invoice for the Consigned Goods so used. The Consignee shall remit any and

all amounts due and owing to the Company within 10 days of receipt of a properly prepared

invoice.

The Consignee shall pay a fee of one-percent (1%) per month on the balance of any

amounts due and owing to the Company as a result the Consignee’s purchase of the Consigned

Goods pursuant to Section 3.a. above that the Consignee fails to timely remit. The Consignee

shall pay all reasonable attorneys’ fees and court costs incurred by the Company in any action or

proceeding to collect any amounts due and owing to the Company hereunder.

Liability for Misrepresentations. The Company shall not be liable for any

misrepresentations or omissions of fact that the Consignee, or any of its agents, makes with

respect to the Consigned Goods, nor for any alteration, damage, or defect in the Consigned

Goods that results from the Consignee’s improper handling or storage of such goods. The

Consignee shall indemnify and hold the Company, its officers, directors, employees, and agents

harmless from and against any and all costs, fees, damages, and expenses (including, but not

limited to, reasonable attorneys’ fees) resulting therefrom.

Liability for Loss or Damage; Insurance. The Consignee shall be responsible for any

loss of, or damage to, the Consigned Goods while such goods are on Consignee’s property or

otherwise under its control. Following delivery of the Consigned Goods to the Consignee, the

Consignee shall take good care of, and shall be responsible for, their safekeeping. The Consignee

shall be responsible in case of any loss or damage to the Consigned Goods and shall fully insure

the Consigned Goods against loss, theft, damage, or destruction in an amount at least equal to the

purchase price of such Consigned Goods. Consignee shall provide the Company with evidence of

such insurance coverage, and name the Company as an additional insured, within 30 days of the

date of this Agreement. Company shall be furnished with 30 days prior written notice prior to

any material change in coverage or termination.

Encumbrance of Consigned Goods; Financing Statements. The Consignee shall not

pledge or encumber any of the Consigned Goods. The Consignee shall execute and deliver to the

Company such financing and continuation statements, and all other documentation, that the

Company reasonably deems necessary to establish, maintain, and protect its security interests in

the Consigned Goods including, but not limited to, any U.C.C.-1 statements.

The Company’s Warranties.

Good Title. The Company hereby warrants that it has good and marketable title

to the Consigned Goods free and clear of any encumbrances, liens or, other restriction, and that

any buyer of the Consigned Goods shall receive good and marketable title thereto. The Company

further warrants that it has all the requisite power and authority necessary to deliver the

Consigned Goods to the Consignee and to sell such goods.

Condition of the Goods. The Company warrants that the Consigned Goods: (i)

are not adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic

Consignment Agreement Page 2