Consignment Agreement (Page 3 of 3) in pdf

Act, (ii) are merchantable, (iii) conform in all material respects to Consignee’s specifications,

and (iv) comply with all applicable laws.

Authority. The Company warrants that it has full power and authority to execute,

deliver, and perform this Agreement and any agreement, document, or instrument executed and

delivered pursuant to this Agreement or in connection with this Agreement. The Company’s

execution, delivery, and performance of this Agreement and any agreement, document, or

instrument executed and delivered pursuant to this Agreement or in connection with this

Agreement, have been duly authorized and approved by all necessary action, including all

necessary corporate, board, and stockholder action.

No Conflict. The Company warrants that (i) the execution or the delivery of this

Agreement, (ii) the consummation of any and all of the transactions contemplated hereby, and

(iii) compliance with or fulfillment of the terms, conditions, and provisions hereof will not

violate or conflict with, or result in a breach of the terms, conditions, or provisions of, any

material instrument, agreement, or other obligations to which the Company is a party.

The Consignee’s Warranties.

Inspection of the Consigned Goods. The Consignee warrants that it shall, prior to

using any products hereunder, examine and inspect the Consigned Goods. Consignee shall

inspect all Consigned Goods promptly and shall be deemed to have accepted all Consigned

Goods if Consignee has not specifically rejected any portion thereof within 30 days of delivery,

such rejection applying only to the portion so rejected. Any rejected portion of the Consigned

Goods shall be segregated and clearly marked. Consignee may not reject, and must use, any

Consigned Goods which Consignee or any of its agents alter, misuse, improperly store or

maintain

Authority. The Consignee warrants that it has full power and authority to

execute, deliver, and perform this Agreement and any agreement, document, or instrument

executed and delivered pursuant to this Agreement or in connection with this Agreement. The

Consignee’s execution, delivery, and performance of this Agreement and any agreement,

document or instrument executed and delivered pursuant to this Agreement or in connection with

this Agreement, have been duly authorized and approved by all necessary action, including all

necessary corporate, board, and stockholder action.

No Conflict. The Consignee warrants that (i) the execution or the delivery of this

Agreement, (ii) the consummation of any and all of the transactions contemplated hereby, and

(iii) compliance with or fulfillment of the terms, conditions, and provisions hereof will not

violate or conflict with, or result in a breach of the terms, conditions, or provisions of, any

material instrument, agreement, or other obligation to which the Consignee is a party.

10. Identity of Ownership of the Consigned Goods. The Consignee shall not co-mingle

any of the Consigned Goods with its own property or the property or merchandise of any other

consignor. The Consignee shall segregate the Consigned Goods so that they are readily

identifiable as belonging to the Company. The Consignee shall not represent to any third-party

that it holds title to the Consigned Goods, and shall place a clearly visible tag or other marker on

the Consigned Goods which clearly identifies that the Consigned Goods belong to the Company.

The Company has the right, in its sole discretion, to inspect the Consigned Goods, with notice to

the Consignee, and to place a tag or other marker on any of the Consigned Goods that identifies

Consignment Agreement Page 3