THE XXXXX XXXXX CONSIGNMENT PROJECT
--------------------------------------------------------------------------------
CONSIGNMENT AGREEMENT
Agreement made, effective as of February 1st, 2007 by and between Xxxxxxxx
Distributing, Inc. of 0000 Xxxx 0000 Xxxxx, Xxxx Xxxx Xxxx, XX 00000, State of
Utah, subsequently referred to as principal, and Xxxxx Xxxxx of 00000 Xxx 00 X
Xxxxxx Xxxxxxx, XX, 00000, subsequently referred to as consignee.
RECITALS
The parties recite and declare:
A. Principal conducts a manufacturing, distribution business described
as follows: Xxxxxxxx Distributing, Inc. is a business specialized in the
wholesale and retail of nutritional whole foods and supplements. From time to
time Marshall's engages in the distribution of third party merchandise described
as non perishable, durable goods.
B. Principal desires to arrange for the sale and distribution of its
merchandise throughout the consignment of various nutritional whole foods and
supplements.
C. Consignee has agreed to undertake the marketing of principal's
merchandise on the terms set forth in this agreement to her existing and future
customers.
In consideration of the above recitals, the terms and covenants of this
agreement, and other valuable consideration, the receipt of which is
acknowledged, the parties agree as follows:
SECTION ONE
EXCLUSIVE APPOINTMENT
Consignee shall have the exclusive right to sell and distribute principal's
merchandise throughout consignment during the term of this agreement.
SECTION TWO
DELIVERY OF MERCHANDISE
A. Principal shall deliver to consignee such quantity of its
merchandise that consignee requires for sale from its place of business at 00000
Xxx 00X, Xxxxxx Xxxxxxx, XX 00000.
B. Principal shall pay all freight and shipping charges for the initial
consignment order and then the consignee agrees to pay freight and shipping
charges on ALL other orders in agreement with current Principal Policies and
Procedures.
C. Consignee shall be responsible for any loss of or damage to
merchandise while it is under consignee's control.
Page 1 of 5
SECTION THREE
SALE OF MERCHANDISE
A. Consignee shall devote her best efforts to the sale and distribution
of principal's merchandise.
B. All sales made by consignee shall be for cash. Credit sales may be
made by consignee on written authority only, and on terms which principal may
approve prior to such sales.
C. Consignee shall not sell principal's merchandise at less than the
authorized prices, which prices will be reflected in price schedules that will
be furnished to consignee from time to time. If a authorized price is not
established, the consignee shall have the right to sell principal's merchandise
at any price she chooses. All authorized prices shall be in writing on
principles letter head.
SECTION FOUR
MONTHLY STATEMENTS; COMPENSATION
A. Consignee shall furnish principal with semi-monthly statements
indicating all sales transactions during the preceding month via email and the
extent of current inventory. Such statements shall be received by principal no
later than every two weeks starting from the inception of the 'agreement'.
B. With the monthly statement, consignee shall replenish agreed
inventory quantities and remit to principal all monies received by her from the
sale of goods in accordance to either company policy or any written agreement.
Meaning if either party chooses to specify the amount of money or quantity of
inventory to replenish, it must be in writing and agreed to by both parties.
Oral agreements will suffice in as long as both parties operate in accordance to
the oral agreement and any disagreement arising from the oral agreement
interpretation will result in both parties immediately operating in accordance
to the last written agreement or contract.
C. As soon as practicable after the 1st day of each month, principal
shall render a written statement to consignee showing sales during the preceding
month, and shall remit to consignee net commissions for such sales in accordance
with the policies and procedures of the principle.
SECTION FIVE
MANAGEMENT OF CONSIGNEE'S BUSINESS
A. Consignee shall have entire charge of the management and operation
of her business; she shall furnish all equipment and vehicles, and hire and pay
the wages of all assistants and employees required for the operation of her
business.
B. Principal reserves no supervision or control over consignee in the
facilities, employees, and methods to be used and employed by consignee in
carrying out the purposes of this agreement, and shall in no event be
responsible for negligence of consignee or consignee's employees.
Page 2 of 5
SECTION SIX
TITLE TO MERCHANDISE
Consigned merchandise shall remain the property of principal until sold in
the regular course of business, except that consignee shall be responsible for
all shortages of stock.
SECTION SEVEN
EMPLOYEE BENEFIT PAYMENTS
Consignee shall and does accept full and exclusive liability for the
payment of any and all premiums, contributions, and taxes for workers'
compensation insurance, unemployment insurance, and for pensions, annuities, and
retirement benefits, now or later imposed by or pursuant to federal and state
laws, which are measured by the wages, salaries, or other remuneration paid to
persons employed by consignee in connection with the performance of this
agreement. Consignee shall indemnify principal against any and all liability for
any premiums, taxes, or contributions respecting consignee's employees that may
be assessed against principal. Consignee shall enter into any agreement that has
been or may later be prescribed by any federal or state governmental body or
authority to effectuate the above-stated purposes.
SECTION EIGHT
TERMINATION
This agreement is not assignable and may be terminated by either party on
30 days' written notice to the other. On termination, principal shall have the
right, for a period not to exceed 1 month following the date of termination, to:
sell and remove all of its merchandise from the facilities of the consignee
during such period; provided, however, the consignee will be responsible for any
shortages and must remit with 5 days any monies to the principle for sales not
already accounted for by the principle.
SECTION NINE
GOVERNING LAW
It is agreed that this agreement shall be governed by, construed, and
enforced in accordance with the laws of the State of Nevada.
SECTION TEN
NO WAIVER
The failure of either party to this agreement to insist on the performance
of any of the terms and conditions of this agreement, or the waiver of any
breach of any of the terms and conditions of this agreement, shall not be
construed as waiving any terms and conditions, but such terms and conditions
shall continue and remain in full force and effect as if no forbearance or
waiver had occurred.
Page 3 of 5
SECTION ELEVEN
ARBITRATION OF DISPUTES
All disputes, claims, and questions regarding the rights and obligations of
the parties under the terms of this agreement are subject to binding
arbitration. Either party may make a demand for arbitration by filing such
demand in writing with the other party within 5 days after the dispute first
arises. Subsequently, binding arbitration shall be conducted by one to three
arbitrators acting under the rules of commercial arbitration of the American
Arbitration Association in the State of Nevada.
SECTION TWELVE
ATTORNEY FEES
In the event that any action is filed in relation to this agreement, the
unsuccessful party in the action shall pay to the successful party, in addition
to all the sums that either party may be called on to pay, a reasonable sum for
the successful party's attorney fees.
SECTION THIRTEEN
EFFECT OF PARTIAL INVALIDITY
The invalidity of any part of this agreement will not and shall not be
deemed to affect the validity of any other part. In the event that any provision
of this agreement is held to be invalid, the parties agree that the remaining
provisions shall be deemed to be in full force and effect as if they had been
executed by both parties subsequent to the expungement of the invalid provision.
SECTION FOURTEEN
ENTIRE AGREEMENT
This agreement shall constitute the entire agreement between the parties.
Any prior understanding or representation of any kind preceding the date of this
agreement shall not be binding on either party except to the extent incorporated
in this agreement.
SECTION FIFTEEN
MODIFICATION OF AGREEMENT
Any modification of this agreement or additional obligation assumed by
either party in connection with this agreement shall be binding only if
evidenced in a writing signed by each party or an authorized representative of
each party.
Page 4 of 5
SECTION SIXTEEN
PARAGRAPH HEADINGS
The titles to the paragraphs of this agreement are solely for the
convenience of the parties and shall not be used to explain, modify, simplify,
or aid in the interpretation of the provisions of this agreement.
SECTION SEVENTEEN
COUNTERPARTS
This agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
but one and the same instrument.
In witness of the above, each party to this agreement has caused it to be
executed at on the date indicated below.
--------------------
----------------------------------- -----------------------------------
Signature Date
----------------------------------- -----------------------------------
Signature Date
Page 5 of 5
