Consignment Agreement - SCV Restaurant Equipment

Consignment Agreement - SCV Restaurant Equipment

CONSIGNMENT AGREEMENT
Effective Date
____/____/______ to end date ____/____/______
Between SCV Restaurant Corporation, further referred to as “Seller”, A California
Corporation located at 25605 Avenue Stanford, Valencia, CA 91355
And _______________________, further referred to as "Consignee"
Both parties agree to the following terms:
GENERAL PROVISIONS
RIGHT TO SELL.
1. In accordance with this Agreement, Consignee grants Seller an exclusive right to display
and sell the mutually agreed upon item(s) under the terms of this Agreement.
2. All sales prices and terms of sale for each item set forth on Exhibit A hereto (the
“Items) shall be determined by mutual consent of the parties.
PROCEEDS AND TERMS OF SALES:
1. The Seller is entitled to retain 50% of the proceeds from the sale of each item
consigned. In addition, Seller shall keep any other agreed amounts as hereinafter specified.
2.
In addition, Consignee agrees to pay from the proceeds of the sale, all additional fees
set forth on Exhibit B hereto.
These items shall be known as “Miscellaneous Charges” and shall be agreed to between the
parties, in writing and attached hereto. In the event any of the Miscellaneous Charges
cannot be determined in advance of execution of this Agreement, the parties shall use all
reasonable efforts to agree in writing within twenty (20) business days of delivery of the
items to Seller. Consignee acknowledges that modification of the Miscellaneous Charges
may be required during the term of this Agreement based upon, among other things,
deteriorating condition of the consigned property or other cause and will agree to a
reasonable modifications. If the parties cannot agree to reasonable modifications, this
Agreement may be terminated pursuant to the provisions of this Agreement.
3. The Seller shall submit a payment for the full amount of the purchase price, less the
agreed upon fifty percent (50%) plus all Miscellaneous Charges, to the Consignee within 45
business days of receipt of good funds from the Purchaser.
4. The Seller agrees to maintain the purchase price set by the Consignee and the Seller as
set forth in Exhibit A hereto, and will accept nothing less than the purchase price unless
otherwise agreed upon by both parties.
5. The Seller has no obligation to maintain insurance for any damage or theft that may
occur to items left with the Seller. Seller’s liability for damage to or destruction of the
Property shall be limited to acts of gross negligence.
6. Upon or before delivery of the products, the Consignee will provide a complete and
accurate inventory list of the products that are subject to this Agreement in the form of
Exhibit A hereto. This list shall include the number of items, the name/ description of each
and the agreed purchase price and must be signed by both the Seller and the Consignee
upon acceptance.
7. All items will be kept at the address of the Seller shown above or such other location
from which Seller conducts its business.
8. Items consigned that are not sold at the end of the consignment will be evaluated by both
the Seller and Consignee. If the Consignee decides to remove the remaining consigned
Items, the Consignee takes responsibility for retrieving the Items or for delivery costs that
may result for such delivery.
ARBITRATION. All disputes under this Agreement that cannot be resolved by the parties
shall be submitted to binding arbitration under the rules and regulations of the American
Arbitration Association. Either party may invoke this paragraph after providing thirty (30)
days' written notice to the other party. All costs of arbitration shall be divided equally
between the parties. Any award may be enforced by a court of law.
CONSIGNEE REPRESENTATIONS
1. Consignee has good and marketable title to the Property and Consignee has the
unrestricted power and authority to authorize the delivery to and sale of the Items by Seller.
2. To the best of Consignee’s knowledge, there are no defects or lawsuits affecting the
Items.
3. There are no security interests or other claims by any other person or entity to the
Items.
WARRANTIES. Neither party makes any warranties with respect to the use, sale or other
transfer of the Item sold by the other party or by any third party apart from those specifically
set forth herein. In no event will Seller be liable for direct, indirect, special, incidental, or
consequential damages that are in any way related to the Items sold.
INDEMNITY: Consignee agrees to indemnify Seller from any loss, including attorney’s fees
sustained by the Seller regardless of any negligence, whether passive or active, of the Seller.
TRANSFER OF RIGHTS. This Agreement shall be binding upon any successors of the
parties. Neither party shall have the right to assign its interests in this Agreement unless the
prior written consent of the other party is obtained.
TERMINATION. This Agreement may be terminated by either party by providing 60 days'
written notice to the other party If termination is by the Consignee, the Consignee shall be
liable for all Miscellaneous Charges plus twenty-five (25%) of the total amount set forth on
Exhibit A.
WAREHOUSEMAN’S LIEN: Consignee recognizes and grants to Seller a
Warehouseman’s lien for all amounts due pursuant to California Commercial Code Section
7209 et seq. and such other statutes and common law of the State of California, which
recognizes such lien.
ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties with
respect to the subject matter of this Agreement and there are no other promises or
conditions in any other agreement, whether oral or written. This Agreement supersedes any
prior written or oral agreement between the parties with respect to the subject matter of this
Agreement.
AMENDMENT. This Agreement may be modified or amended only if the amendment is
made in writing and is signed by both parties.
SEVERABILITY. If any provision of this Agreement shall be held to be invalid or
unenforceable for any reason, the remaining provisions shall continue to be valid and
enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable,
but that by limiting such provision it would become valid or enforceable, then such
provision shall be deemed to be written, construed and enforced as so limited.
WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of that party's
right to subsequently enforce and compel strict compliance with every provision of this
Agreement.
ATTORNEY’S FEES: The prevailing party shall have the right to collect from the other
party its reasonable costs and necessary disbursements and attorneys' fees incurred in
enforcing this Agreement
The Seller and Consignee do hereby agree to the terms set forth above by their signatures
found below.
This contract shall be governed by the laws of the State of California.
____________________________
Signature of Consignee
____________________________
Date
____________________________
Signature of Seller
____________________________
Date
EXHIBIT A
ITEMS CONSIGNED
Number of Items
Description of Property
Price
____________________________
Signature of Consignee
____________________________
Date
____________________________
Signature of Seller
____________________________
Date
EXHIBIT B
MISCELLANEOUS CHARGES
____________________________
Signature of Consignee
____________________________
Date
____________________________
Signature of Seller
____________________________
Date