Common use of Consignment Clause in Contracts

Consignment. If Buyer requests Seller to consign any products to Buyer, the following terms and conditions shall apply: (a) Consignment Products shall be delivered to Buyer locations at which Buyer will use the products, based upon information supplied by Buyer to Seller. However, Seller shall have the option not to make any such shipment unless Buyer shall have paid all sums owing with respect to all previous quantities of products purchased by Buyer. (b) Seller shall use Federal Express or UPS or other recognized courier services to ship Consignment Products, as directed by Buyer, and shall charge Buyer's account with such courier service. Consignment Products shall be received by Buyer and stored by Buyer as Seller's property. All charges and expenses for receiving, handling, and storing such material shall be paid by Buyer. The Consignment Products in all cases shall be carefully segregated from other goods either of the same or different character belonging either to Buyer or to any third person, shall be marked as Seller's property, and shall be stored in an area in Buyer's facilities separate from and not mingled with other goods of Buyer or of any third person. (c) Buyer shall inspect all Products (including the Consignment Products) and notify Seller within one month if any of the Products fail to meet Buyer's specifications and quality standards for such Products. (d) Buyer shall comply with all laws which might in any way affect Seller's ownership of the Consignment Products from time to time stored in Buyer's facility(s) and shall indemnify and hold harmless Seller from and against all loss, damage, and expense arising out of any levy, attachment, lien or process involving the Consignment Products. Buyer shall be responsible for, and shall indemnify Seller against, any loss or shrinkage in the quantity of the Consignment Products while so stored, whether such loss or shrinkage is caused by theft or pilferage or by fire, flood, tornado or other similar catastrophe. Buyer shall purchase and maintain insurance covering all such losses and naming Seller as additional insured. (e) Buyer shall keep at all times a complete list or inventory of the Consignment Products so stored, copies of which list shall be furnished to Seller upon request. Upon not less than three (3) business days prior notice, Seller's representatives shall have reasonable access to the Consignment Products at Buyer's facilities for the purpose of verifying such lists or inspecting the condition of Consignment Products. (f) All public charges, whether in the nature of sales, occupational or other taxes or assessment or license fee, which shall be levied or assessed against the Consignment Products at Buyer's facilities, or against Buyer or Seller by reason hereof, by any federal, state or municipal authority, shall be paid by Buyer. (g) All Consignment Products shall remain the property of Seller and shall be held by Buyer as such until withdrawn from the consigned stock and purchased by Buyer pursuant to this Agreement. Buyer will withdraw products from the inventory of Consignment Products on a first-in-first-out basis for each product model. (h) From time to time, as Buyer shall purchase Consignment Products from Seller, it may withdraw the Consignment Products so purchased from Seller's consigned stock of the products at Buyer's facility(s). Upon each such withdrawal for purchase by Buyer pursuant to this Agreement, title to the Consignment Products so withdrawn shall pass to Buyer.

Consignment. If Buyer requests Seller to consign any products to Buyer, the following terms and conditions shall apply: (a) As promptly after the execution and delivery of this Agreement as the operations of WGL will permit, but by no means later than January 31, 1998, and the parties shall mutually agree, WGL will consign and ship to itself, in care of the Company, Consignment Products Batteries the number of which shall be approximately equal to * (calculated by dollar cost) of the Batteries purchased by the Company from WGL in 1997. Thereafter, during the term of this Agreement, WGL will ship additional quantities of Consignment Batteries to the Company so that the number of Consignment Batteries at all times shall be approximately equal to * of the Company's total purchases of Batteries for the preceding Contract Year (calculated by dollar cost). WGL shall use its reasonable best efforts to maintain the model mix of Consignment Batteries as close as is reasonably possible to Company's most recent twelve (12) month forecast of projected Battery requirements. The Consignment Batteries shall be delivered to Buyer locations the Company location at which Buyer the Company will use the productsBatteries, based upon information supplied by Buyer the Company to SellerWGL. However, Seller WGL shall have the option not to make any such shipment unless Buyer the Company shall have paid all sums owing with respect to all previous quantities of products Batteries purchased by Buyerthe Company. (b) Seller WGL shall use Federal Express or UPS or other recognized courier services to ship Consignment ProductsBatteries, as directed by Buyerthe Company, and shall charge Buyerthe Company's account with such courier service. Consignment Products Batteries shall be received by Buyer the Company and stored by Buyer the Company as SellerWGL's property. All charges and expenses for receiving, handling, and storing such material shall be paid by Buyerthe Company. The Consignment Products Batteries in all cases shall be carefully segregated from other goods either of the same or different character belonging either to Buyer the Company or to any third person, shall be marked as SellerWGL's property, and shall be stored in an area in Buyerthe Company's facilities separate from and not mingled with other goods of Buyer the Company or of any third person. (c) Buyer The Company shall inspect all Products Batteries (including the Consignment ProductsBatteries) and notify Seller WGL within one month if any of the Products Batteries fail to meet Buyerthe Company's specifications and quality standards for such ProductsBatteries. (d) Buyer The Company shall comply with all laws which might in any way affect SellerWGL's ownership of the Consignment Products Batteries from time to time stored in Buyerthe Company's facility(s) and shall indemnify and hold harmless Seller WGL from and against all loss, damage, and expense arising out of any levy, attachment, lien or process involving the Consignment ProductsBatteries. Buyer The Company shall be responsible for, and shall indemnify Seller WGL against, any loss or shrinkage in the quantity of the Consignment Products Batteries while so stored, whether such loss or shrinkage is caused by theft or pilferage or by fire, flood, tornado or other similar catastrophe. Buyer The Company shall purchase and maintain insurance covering all such losses and naming Seller WGL as additional insured. (e) Buyer The Company shall keep at all times a complete list or inventory of the Consignment Products Batteries so stored, copies of which list shall be furnished to Seller WGL upon request. Upon not less than three (3) business days prior notice, SellerWGL's representatives shall have reasonable access to the Consignment Products Batteries at Buyerthe Company's facilities for the purpose of verifying such lists or inspecting the condition of Consignment ProductsBatteries. (f) All public charges, whether in the nature of sales, occupational or other taxes or assessment or license feefees, which shall be levied or assessed against the Consignment Products Batteries at Buyerthe Company's facilities, or against Buyer the Company or Seller WGL by reason hereof, by any federal, state or municipal authority, shall be paid by Buyerthe Company. (g) All Consignment Products shall remain the property of Seller WGL and shall be held by Buyer the Company as such until withdrawn from the consigned stock and purchased by Buyer the Company pursuant to this Agreement. Buyer The Company will withdraw products Batteries from the inventory of Consignment Products Batteries on a first-in-first-out basis for each product Battery model. (h) From time to time, as Buyer the Company shall purchase Consignment Products Batteries from SellerWGL, it may withdraw the Consignment Products Batteries so purchased from SellerWGL's consigned stock of the products at Buyerthe Company's facility(s). Upon each such withdrawal for purchase by Buyer the Company pursuant to this Agreement, title to the Consignment Products Batteries so withdrawn shall pass to Buyerthe Company. (i) Upon expiration of this Agreement or in the event that this Agreement shall be terminated by the Company or WGL for any reason whatsoever, the Company shall purchase, or be deemed to have purchased from WGL, all of the remaining Consignment Batteries located at a Company facility, which met the Company's specifications and quality standards at the time of receipt, as of the date of expiration or termination, at the prices in effect at such time. Payment shall be made in accordance with Section 2.4. (j) In the event that the Company changes the model mix of the Batteries which it requires, the Company agrees to purchase, within six (6) months, all units of Consignment Batteries which are no longer required by the Company.

Consignment. If Buyer requests Seller to consign any products Products to Buyer, the following terms and conditions shall apply: (a) Consignment Products shall be delivered to Buyer locations location at which Buyer will use the productsProducts, based upon information supplied by Buyer to Seller. However, Seller shall have the option not to make any such shipment unless Buyer shall have paid all sums owing with respect to all previous quantities of products Products purchased by Buyer. (b) Seller shall use Federal Express or UPS or other recognized courier services to ship Consignment Products, as directed by Buyer, and shall charge Buyer's account with such courier service. Consignment Products shall be received by Buyer and stored by Buyer as Seller's property. All charges and expenses for receiving, handling, and storing such material shall be paid by Buyer. The Consignment Products in all cases shall be carefully segregated from other goods either of the same or different character belonging either to Buyer or to any third person, shall be marked as Seller's property, and shall be stored in an area in Buyer's facilities separate from and not mingled with other goods of Buyer or of any third person. (c) Buyer shall inspect all Products (including the Consignment Products) and notify Seller within one month if any of the Products fail to meet Buyer's specifications and quality standards for such Products. (d) Buyer shall comply with all laws which might in any way affect Seller's ownership of the Consignment Products from time to time stored in Buyer's facility(s) and shall indemnify and hold harmless Seller from and against all loss, damage, and expense arising out of any levy, attachment, lien or process involving the Consignment Products. Buyer shall be responsible for, and shall indemnify Seller against, any loss or shrinkage in the quantity of the Consignment Products while so stored, whether such loss or shrinkage is caused by theft or pilferage or by fire, flood, tornado or other similar catastrophe. Buyer shall purchase and maintain insurance covering all such losses and naming Seller as additional insured. (e) Buyer shall keep at all times a complete list or inventory of the Consignment Products so stored, copies of which list shall be furnished to Seller upon request. Upon not less than three (3) business days prior notice, Seller's representatives shall have reasonable access to the Consignment Products at Buyer's facilities for the purpose of verifying such lists or inspecting the condition of Consignment Products. (f) All public charges, whether in the nature of sales, occupational or other taxes or assessment or license feefees, which shall be levied or assessed against the Consignment Products at Buyer's facilities, or against Buyer or Seller by reason hereof, by any federal, state or municipal authority, shall be paid by Buyer. (g) All Consignment Products shall remain the property of Seller and shall be held by Buyer as such until withdrawn from the consigned stock and purchased by Buyer pursuant to this Agreement. Buyer will withdraw products Products from the inventory of Consignment Products on a first-in-first-out basis for each product model. (h) From time to time, as Buyer shall purchase Consignment Products from Seller, it may withdraw the Consignment Products so purchased from Seller's consigned stock of the products product at Buyer's facility(s). Upon each such withdrawal for purchase by Buyer pursuant to this Agreement, title to the Consignment Products so withdrawn shall pass to Buyer.