Consignment Agreement between Finestida LLC and Finestida affiliates

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            In consideration of the mutual benefits and obligations set forth in this agreement, the parties agree as follows:

1. Receipt of Goods. The Consignee agrees to receive and accept possession of the consigned goods delivered to it by the Consignor and described in Schedule A, attached to and made a part of this agreement, receipt of which goods is acknowledged. Consignee agrees to receive and accept possession of additional consigned goods delivered to it by Consignor, as the parties may from time to time agree during the duration of this agreement. The Consignee will return all goods to the Consignor upon demand and pay for the cost of shipping and handling.

2. Title of Goods and Proceeds. The goods furnished and consigned are and remain the property of Consignor, and subject to its control, until sold by Consignee in the regular course of business upon the terms and conditions set forth in Schedule A. Upon such sale, title passes directly to the purchaser. Consignee will hold all proceeds from the sale of the goods in trust for the Consignor. The Consignor will, at its own cost and expense, keep the goods free and clear of all taxes, license fees, and encumbrances.

3. Maintenance, Display, and Sale. The Consignee will maintain and display the goods for sale at Consignee’s cost and expense. The Consignee will use its best efforts to sell the goods at such prices as the Consignor shall set for cash or upon such other terms as the Consignor may, from time to time, establish in writing. Consignee agrees to sell the goods only at the prices designated by Consignor.

4. Insurance. The Consignor will insure the goods at full value at its own cost and expense.

5. Covenant to Consign Goods in Marketable Condition. Consignor agrees that all goods delivered under and pursuant to this agreement shall be in good and marketable condition, free from all defects or imperfections in material and workmanship, and Consignor will replace all goods not in conformance with this guaranty.

6. Sole Agent. Consignee shall be the sole individual authorized to resell the consigned goods. Consignee may not delegate, assign, transfer, or otherwise convey this authority to any other person, firm, corporation, or other entity without the prior, express, and written consent of the Consignor.

7. Taxes. Consignor will pay all personal property taxes assessed on the consigned goods, and Consignee will pay all taxes measured by the receipts for sale of consigned goods or by sales price of such goods, or taxes in any way arising out of the sale of such goods, and all taxes under any unemployment insurance, pension benefits, or social security law relating to employees of Consignee.

8. Order and Contract Forms. Consignee agrees to use the order or contract blank forms furnished by Consignor to sell the goods on the terms and conditions prescribed by Consignor and under the guarantees and warranties set forth in such forms and no other, and to require a written order, complete in all particulars, for each sale made. Consignee agrees to and does guarantee the genuineness of the signatures that appear on all orders, property statements, notes, and the like submitted by Consignee to Consignor.

9. Commission. The Consignee will not commingle the proceeds of the sale of goods with Consignee’s own personal or operating funds, but will remit the proceeds directly to the Consignor, together with an accounting of the goods sold. Consignor will deliver the commission on the gross sales price, less sales tax, to the Consignee within __14__ days of the sale. Consignee will deliver the proceeds, minus a commission on the gross sales price less sales tax, to the Consignor within __14__ days of the sale, together with an accounting of the goods sold. The commission on sales is as described in Schedule A. Consignment transactions will carry a minimum commission fee of 51 %.

10. Payment of Expenses by Consignee. Consignee will bear and pay, except as otherwise expressly provided in this agreement, all expenses incurred by it in the performance of this agreement, including but not limited to expenses for storage of the consigned goods, travel expenses, communications expenses, and transactional such other expenses and fees arising from Consignee’s efforts to sell the consigned goods. Consignee must comply with all existing laws, ordinances, rules, and regulations that govern or regulate the conduct of its business pursuant to this agreement and will, at its own expense, secure all licenses and permits required by law and will pay all license fees and all occupational and other taxes with respect to such business.

11. Costs and Risk of Shipping to Consignee. Consignor is responsible for all costs associated with shipping the goods to the Consignee, including packing and shipping charges, insurance costs, other handling expenses, and risk of loss or damage incurred in the delivery of items from the Consignor to the Consignee.

12. Sales Records. Consignee will keep records of its sales that shall include name of customer, date of sale, product description and identification number, and product serial number where applicable. This obligation to maintain records shall survive termination of this agreement. Consignee shall produce these records to Consignor upon request.

13. Inventory of Consigned Goods. On or before the __1st__ day of each month during the duration of this agreement, Consignee will furnish to Consignor an inventory of the consigned goods on hand that day.

14. Liability of Consignee for Missing Merchandise. At the time of rendering inventory records pursuant to this agreement, Consignee will pay Consignor for all merchandise lost or missing from or damaged in the above-stated stock in its custody. When forwarding inventory records of its agents, Consignee will pay the Consignor for all merchandise that has been distributed to such agents, but is lost, missing, or damaged. Payment will be the amount of the value of such merchandise at the list prices specified in the current price schedules of Consignor less the amount of Consignee’s compensation provided for in this agreement.

15. Financing Statement. Consignee will sign and deliver to Consignor financing statements in the number and form reasonably required by Consignor for filing by Consignor under the Uniform Commercial Code. Consignee will from time to time do and perform any other act and will execute, deliver, and file or record any and all additional documents or papers as required by Consignor for the purpose of protecting Consignor’s interest in the consigned goods. Both parties acknowledge that this agreement is a true consignment in all aspects.

16. Prohibition Against Sales on Credit. Consignee will not extend credit for Consignor’s account without first securing permission in writing from Consignor. Consignee must withdraw any credit so extended when directed by Consignor. Consignee will be liable to Consignor for any loss sustained through violation of the provisions of this agreement concerning the extension of credit. Consignor is authorized, at Consignor’s option, to charge Consignee with the invoice value to customers of products delivered in violation of such provisions, and will have the right to deduct and retain from Consignor’s own use such invoice value from any monies that may then be due or which later may become due to Consignee. Such deductions will be construed and accepted as payment of commissions under and pursuant to this agreement.

17. Consignee to Pay Consignor Before Creditors of Consignee. The Consignee must pay all amounts due the Consignor before any proceeds of sales can be made available to creditors of the Consignee.

18. Duration, Termination, and Unsold Goods. Consignor and Consignee agree that the initial term of consignment for the goods described in Schedule A is to be ___6___ months, and that Consignor does not presently intend to request their return before the end of the term. Consignment may continue until the Consignor requests the return of any or all of the goods, or the Consignee requests that the Consignor take back any or all of the goods, with which request the other party shall comply within __21__ days. Either party may make such request at any time, for any reason or for no reason. In lieu of returning unsold goods, Consignee may purchase such goods at their invoice price. This agreement will be terminated upon the return of all remaining goods to Consignor, or upon the Consignee’s purchase of all remaining goods.

19. Settlement of Customer Disputes. Consignee has the right to settle and adjust all claims or disputes with customers of the goods consigned with respect to quantity, quality, or price, and to charge Consignor for the cost and expense of such settlement or adjustment. However, Consignee will make no adjustment beyond refunding the purchase price or replacing the goods with goods of similar quantity or quality. Consignor shall reimburse consignee for all costs and expenses, and Consignee may deduct such costs and expenses from its remittances to Consignor.

20. Replacement of Defective Goods. When a defect in the quality of work or material in any part of any goods furnished by Consignor appears, unless the goods have been sold without warranty, a replacement for such goods will be furnished on application and the presentation of the defective goods at Consignor’s place of business at _11843 89th Pl NE, Kirkland, WA 98034_, all charges prepaid, provided that the claim is presented and established within the warranty period. Consignor’s liability is limited to the replacing of defective parts in the manner stated in this paragraph.

21. Limitation of Orders to Existing Inventory. Consignee has no authority to accept any order or to commit Consignor to the sale or delivery of the goods covered under this agreement in excess of the quantity on hand in Consignee’s custody, without first obtaining approval from Consignor. If approval is granted, Consignor will supply such excess quantity to Consignee in accordance with the terms of this agreement.

22. Confidentiality. Consignee agrees not to divulge at any time, either prior to or after termination of this agreement, any trade secret of Consignor, or to make known to any person or persons the names of Consignor’s customers or prospective customers, except upon prior, express, written consent of Consignor.

23. Indemnification. Consignee agrees to hold Consignor harmless and to indemnify Consignor for any liability that may occur as a result of Consignee’s acts or omissions under this agreement or otherwise. Consignor agrees to hold Consignee harmless and to indemnify Consignee for any liability that may occur as a result of Consignor’s acts or omissions under this agreement or otherwise.

24. Disavowal of Employer-Employee Relationship. Neither Consignee nor any individual whose compensation for services is paid by Consignee is in any way, directly or indirectly, expressly or by implication, an employee of Consignor, and Consignee accepts exclusive liability for compliance with all state and federal laws relating to employment and all the incidents of employment with respect to Consignee or any individual whose compensation for services is paid by Consignee.

25. Limitation of Consignee’s Authority. The sole and only authority that Consignee has under this agreement is to solicit orders for Consignor’s products, to deliver such products when sold, to receive the cash or other obligations, payable to Consignor’s order, and to perform any other duties specifically stated in this agreement, and only to the extent specifically stated.

26. Waiver by Failure to Enforce. The failure of Consignor to enforce, at any time, any provision of this agreement, or the failure of Consignor to exercise any of the options granted it, will not affect or impair the validity of any part of this contract; and Consignor may, at any time, exercise the options or enforce the provisions.

27. Benefit. This agreement will be binding upon and inure to the benefit of the parties of the agreement, and their respective heirs, successors, and assigns.

28. Governing Law. This agreement will be governed by and construed in accordance with the laws of the State of Washington.

29. Modification. This agreement may be modified by the mutual written assent of both parties to this agreement. Consignor reserves the right to make unilateral adjustments to the resale prices described in Schedule A, such changes to become effective with the shipment of goods accompany said changed resale prices.

30. Severability. If, in a final judgment rendered by a court of competent jurisdiction, any provision of this agreement is held to be invalid, said provision will be considered void to the extent of such invalidity, without invalidating any of the remaining provisions of this agreement.

31. Section Headings. The titles of the sections in this agreement are solely for the convenience of the parties, and they may not be used to explain, modify, simplify, or aid in the interpretation of the provisions of this agreement.

32. Entire Agreement. This agreement sets forth the entire understanding between the parties with regard to the subject matter of this agreement, and all prior understandings with regard to the subject matter of this agreement, whether oral or written, are hereby merged with this agreement.

Finestida, LLC