CONSIGNMENT AGREEMENT
This Agreement is entered into by and between Merchants T&F, Inc., a New
York corporation ("Merchants"), and Xxxx Jewelery, Inc., a Delaware corporation
("Xxxx").
RECITALS:
WHEREAS, Merchants has acquired certain assets pursuant to that certain
Asset Purchase Agreement between Xxxx Xxxxx, as Chapter 11 Trustee for Xxxx
Inc., Xxxx of Bond Street, Inc. and Xxxx Creations, Inc., as seller, and
Merchants T&F, Inc. as purchaser, (hereinafter the "Asset Purchase Agreement"),
a portion of which assets were transferred to Xxxx as a capital contribution in
which Xxxx became a wholly owned subsidiary of Merchants; and
WHEREAS, Merchants wishes to place with Xxxx certain of the remaining
assets acquired pursuant to the Asset Purchase Agreement to sell on behalf of
Merchants for a commission as set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual terms and conditions set
forth below, the parties hereto agree as follows:
1. Placement of Assets. Merchants agrees to place with Xxxx from time to
time certain of the assets of Merchants purchased in the Asset Purchase
Agreement. Xxxx hereby agrees to use its best efforts to sell the assets at
prices designated by Merchants.
2. Compensation. Merchants shall pay to Xxxx a commission of 90% of all
assets sold by Xxxx pursuant to this Agreement.
3. Return of Unsold Items. If Xxxx is unable to sell a particular asset
within a reasonable time, Xxxx shall return the asset to Merchants.
4. Taxes and Other Liabilities. Xxxx acknowledges and agrees that it is an
independent contractor and not an employee of Merchants. As such, Xxxx
acknowledges that it is responsible for all self-employment and other tax
payable to any federal, state, or local authority and any other obligation or
liabilities arising from its engagement and compensation hereunder.
5. Effective Date of Agreement. The effective date of this Agreement shall
be February 3, 1995, and any and all actions taken by the parties prior to the
execution and delivery of this agreement are hereby approved and ratified in all
respects.
6. Term. The term of this Agreement shall be for a period of 2 years from
the effective date of this Agreement.
7. Waiver and Amendment. Neither this Agreement nor any provision hereof
may be changed, waived, terminated or discharged orally, but only by an
instrument in writing signed by the party against whom enforcement of the
change, waiver, termination or discharge is sought.
8. Governing Law. This Agreement and the rights and duties of the parties
hereto shall be construed and determined in accordance with the laws of the
State of New York, and any and all actions to enforce the provisions of this
Agreement, shall be brought in a court of competent jurisdiction in the State of
New York and in no other place.
9. Successors and Assigns. This Agreement shall be binding upon the parties
and their successors and assigns and shall inure to the benefit of the other
parties and successors and assigns.
10. Counterparts. This Agreement may be executed in any number of
counterparts and all such counterparts taken together shall be deemed to
constitute one instrument.
11. Entire Agreement. This Agreement constitutes the entire understanding
between the parties hereto with respect to the subject matter hereof and
supersedes all negotiations, representations, prior discussions, and preliminary
agreements between the parties hereto relating to the subject matter of this
Agreement.
12. Headings. The descriptive headings of the various Sections or parts of
this Agreement are for convenience only and shall not affect the meaning or
construction of any of the provisions hereof.
13. Further Assurances. At any time, and from time to time, after the
effective date, each party will execute such additional instruments and take
such action as may be reasonably requested by the other party to confirm or
perfect title to any property interests transferred hereunder or otherwise to
carry out the intent and purposes of this Agreement.
IN WITNESS WHEREOF, the undersigned have executed and delivered this
document the 10th day of November 1997.
Merchants T&F, Inc.
By /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, President
Xxxx Jewelery, Inc.
By /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx, Vice-President
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