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Consignment Agreement

This Agreement made this ______________ day of ________, 20__ by and between ____________ ("Consignor") and _______________ the undersigned ("Consignee").

The parties hereby agree:

1. The Consignee shall hold and care for the goods delivered by Consignor and described in Exhibit 1 of this Agreement, receipt of which is hereby acknowledged. Title to the goods or to the proceeds from their sale shall remain the property of the Consignor at all times.

2. The undersigned shall maintain and display the goods only at its place of business at [Address] for sale, at its cost and expense.

3. The Consignees shall return all unsold goods to Consignor upon demand and pay for the cost of freight and handling.

4. The undersigned shall insure the goods at full value at its own cost and expense.

5. The undersigned shall use its best efforts to sell the goods at such prices as the Consignor shall set for cash or upon such terms as the Consignor may from time to time establish in writing.

6. The undersigned shall not commingle the proceeds of the sale of the goods with its funds and shall deliver the proceeds, less a commission of (--%) on the gross sales price less sales tax to the Consignor at __ monthly together with an accounting of goods sold.

7. The Consignor shall at its own cost and expense, keep the goods free and clear of all taxes, license fees, and encumbrances.

8. The undersigned agrees to permit the Consignor to enter its premises at all reasonable times for the purpose of examining and inspecting the goods.

9. In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby.

10. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

11. Warranties. A copy of the warranty to be used in connection with the Products is attached hereto as Appendix C [omitted]. CONSIGNOR MAKES NO EXPRESS WARRANTIES TO UNDERSIGNED WITH RESPECT TO THE PRODUCTS OTHER THAN AS CONTAINED IN THE WARRANTY. ALL IMPLIED WARRANTIES ARE HEREBY EXCLUDED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Undersigned shall make no warranties to its customers regarding the Products in the name of Consignor or otherwise having the effect of giving the customer direct recourse to other than as permitted in accordance with Appendix D attached hereto [omitted].

12. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.

13. Neither party has made any representations nor promises, other than those contained in this agreement or in some further writing signed by the party making the representation or promise.

14. This Agreement shall be governed by the laws of the State of _____.

IN WITNESS WHEREOF, the parties have executed this agreement the day and year as first above written at _________ (City), ________ (State).

________________________
Consignor

________________________
Consignee

*** If Required By State Law ***

This Section for Notary:

ACKNOWLEDGMENT

State of _________

County of ________ [COUNTY]

On [DATE] before me, [NAME OF NOTARY], notary, personally appeared [NAME OF PERSON(S) INVOLVED], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

Witness my hand and official seal.

Signature ________
Notary

My commission expires: _____

(Seal)