CONSIGNMENT STANDARD TERMS AND CONDITIONS
- Incorporation by Reference. These standard terms and conditions ("Standard Terms") form part of and are incorporated into certain applicable agreements ("Agreement") entered by and between Eastern Warehouse Distributors, LLC., ("Eastern" or, where applicable, "Consignor") and each respective party with which Eastern engages ("Buyer" or, where applicable, "Consignee") (Eastern/Consignor and Buyer/Consignee together, being referred to herein as the "Parties").
- Title to Consigned Products. Consigned Products shall remain the sole property of Consignor until such time as the Products are (i) withdrawn from, used by Consignee, or broken or damaged after the Consigned Products have been accepted by Consignee; or (ii) are sold by Consignee to a Customer or (iii) are returned to Consignor pursuant to the terms and conditions of the Agreement. Consignee acknowledges and agrees that it shall only take possession of the Consigned Products on a consignment basis, but shall not acquire title, property right or security interest in the Consigned Products. Any disposition or transfer of the Consigned Products to anyone other than Consignor shall be deemed a sale and Customer shall make payment in the amount of the current re-sale amount.
- Consignor Inspection Rights. Consignor shall at all reasonable times have access to physically inspect the condition and quality of Consigned Products including, but not limited to, the right to inventory the Consigned Products at the Facilities. Additionally, Consignor shall at all reasonable times have access to and the right to inspect Consignee's digital records relating to Consigned Products, in such manner as Consignor may request from time to time.
- Expenses. During the term of any Agreement, Consignee shall bear all costs and expenses incurred with respect to the consignment of the Products including, but not limited to, any public charges whether in the nature of sales, occupational or other taxes or assessments or license fees, which may be levied against the Consigned Products, or against Consignee or Consignor by reason of the Consigned Products, and all expenses incidental to storage, handling and sale of the Products. In the event Consignee invests any amount for its business operation, retains new employees and/or incurs expenses in marketing and advertising the Products pursuant to its performance of the Agreement, Consignor shall not be responsible for such expenditures, even if the Agreement is terminated or canceled by Consignor for any reason whatsoever.
- Term and Termination of Agreement.
. The term of the Agreement shall continue from the Effective Date through and including thirty (30) days after either Party provides the other Party with written notice of termination (unless such notice is for cause in accordance with Section 5(b), below, and in such event the Agreement shall terminate upon receipt of such notice).
- Termination for Cause. The following events, occurrences or conditions shall constitute an event of default under the Agreement: (i) Consignee shall default in the payment of any Consignor Invoice; or (ii) an execution shall be issued against Consignee, or (iii) a petition is brought by or against Consignee under the current or any future bankruptcy or insolvency laws seeking ay reorganization, arrangement, readjustment, liquidation, dissolution or similar relief with respect to Consignee, or a receiver is appointed for Consignee, or (iv) Consignee shall become insolvent or make an assignment for the benefit of creditors, or (v) the Consignee shall sell or assign its assets in bulk or sell or assign its business without notice to and the prior written consent of Consignor, or (vi) a breach by Consignor or Consignee of any of their respective material obligations under the Agreement. In the event of a default by Consignee, Consignee's right to withdraw any of the Consigned Products shall immediately and automatically cease and terminate without the requirement of any notice. In the event of a default by the other Party, the non-breaching Party may terminate the Agreement upon written notice to the breaching Party.
- Termination for Convenience. Either Party may terminate the Agreement at any time with or without cause by giving thirty (30) days prior written notice.
- Disposition of Consigned Products after Termination. In the event the Agreement is terminated or cancelled for any cause whatsoever by Consignor, Consignee will not make any further withdrawals of the Consigned Products and Consignee shall permit all of the Consigned Products as of the effective date of such termination or cancellation to remain in storage at the Facilities for such period, not exceeding thirty (30) days thereafter, without cost or fee, as Consignor may require to dispose of the Consigned Products. Consignee shall, upon Consignor's request at any time during such thirty (30) days, load or cause the Consigned Products to be loaded and shipped from the Facilities in accordance with Consignor's instructions. During such thirty (30) day period, Consignor's representatives will have the right to enter Consignee's Facilities during normal business hours for the purpose of dealing with the disposition of the Consigned Products. Consignor shall remove or provide instructions for the shipment of all Consigned Products within such thirty (30) day period.
. Consignee shall insure the Consigned Products for the benefit of and in the name of the Consignor by insurance companies with such coverage and in such amounts as approved by the Consignor, and shall provide a Certificate of Insurance naming Consignor as an additional insured within thirty (30) days of the execution of the Agreement. Consignee shall provide Consignor with thirty (30) days prior written notice of any change or cancellation in any applicable insurance policies.
- Attorney's Fees
. If either Party incurs any legal fees associated with the enforcement of the Agreement or any rights under the Agreement, the prevailing Party shall be entitled to recover its reasonable attorney's fees and any court, arbitration, mediation, or other litigation expenses from the other Party.
Relationship of the Parties. Each of the Parties is an independent contractor and has no authority to bind the other, to incur any liability, contract or otherwise act on behalf of the other. Each Party shall be solely responsible for all laws and regulations governing its employees, agents and representatives.
Assignment. Consignee may not assign the Agreement, either in whole or in part, nor delegate any performance hereunder, without the express, written consent of the Consignor, which consent shall be at the Consignor's sole and absolute discretion. Any assignment without such consent shall be null and void. Consignor may assign the Agreement upon written notice to Consignee.
Further Understandings. The Agreement constitutes the sole and entire agreement between the Parties regarding the subject matter hereof, supersedes all prior agreements between the Parties concerning the subject matter hereof if any, and neither Eastern/Consignor nor the Buyer/Consignee has made any representation or warranty except as expressly stated wherein. No amendment of the Agreement, or any waiver hereunder, will be valid unless evidenced by a further written agreement signed by the Parties. The Agreement is binding on and enforceable by the Parties and their respective successors and assigns. The Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. Any lawsuit or claim arising under the Agreement shall be brought exclusively in the state or federal courts located in Bucks County, Pennsylvania, and the Parties consent to jurisdiction and venue in such courts.