CONSIGNMENT INVENTORY AND SALE AGREEMENT

THIS CONSIGNMENT INVENTORY AND SALE AGREEMENT (this “Agreement”) is

made and entered into this                 day of                                             ,                , by and between: (i)             (Legal Name), a                                                                       (State of Residence) resident located at                                      (Street Address),

                                                          (City),                                                         (State & Zip Code)

(“Consignor”); and (ii) USGB, LLC, a Texas limited liability company located at 203 Heritage Grove Road, Leander, Texas 78641 (“Consignee”).

 

WITNESSETH:

WHEREAS, Consignor will supply certain types of numismatic coins and coin products asset forth on Exhibit A (“Products”); and

 

WHEREAS, Consignor desires that Consignee retain Products at the location set forth on Exhibit B (“Consignee’s Facilities”) on a consignment basis for the purpose of selling the Products for Consignor; and

WHEREAS, Consignor desires that Consignee sell the Products to its established network of buyers, on a best efforts basis, subject to a 18% (eighteen percent) marketing and sales commission charge (“Commission”); and

WHEREAS, Consignor is willing to ship certain Products to Consignee on a consignment

basis;

 

WHEREAS, Consignor agrees to be bound by the terms of this Consignment Inventory and Sale Agreement;

WHEREAS, Consignee agrees to accept the Products from Consignor for ultimate sale to its established network of buyers, subject to and upon the terms and conditions set forth below;

NOW, THEREFORE, the parties agree as follows:

 

1.      Term. This Agreement shall commence on the date hereof and shall continue thereafter until terminated in accordance with Section 19 below.

 

2.      Consignment Inventory and Sale Program Eligibility. The Consignment Inventory and Sale Program is only available to Consignor’s products that meet the following

requirements:

 

(a) Consignor originally purchase the products from USGB, LLC;

(b)  Consignor purchased the products at least 60 months prior to their submission to the USGB Consignment Inventory and Sale Program;

 

(c) Consignor agrees that USGB retains the sole right to decline products on a per item basis.

3.     Consignment and Shipment of Products.

(a)   Consignor shall deliver to Consignee the Products, on consignment, pursuant to the terms and conditions specified in this Agreement. Consignor shall ship Products to Consignee’s Facilities in quantities which are mutually agreed upon by Consignor and Consignee. Upon receipt of the Products, Consignee shall inspect and issue an inventory list thereof to Consignor. Products shall not be moved to another physical location except after prior written consent by Consignor and at the expense of Consignee and such other terms as may be reasonably imposed to regulate access and control to the consigned Products. Additional Products shall be shipped to Consignee pursuant to the terms and conditions of this Agreement and the consistent terms of a purchase request issued by the Consignee (a “Requisition Order”). Requisition Orders may be placed by verbal trade confirmation (telephone communication), facsimile, or electronic mail (e-mail).

 

(b) Upon a Requisition Order, Consignor shall deliver any or all such Products to Consignee at Consignor’s cost according to the instructions contained therein. Consignor acknowledges that it is responsible for its own insurance coverage while Products are in transit to Consignee. Consignee acknowledges that responsibility for insurance coverage shall transfer to Consignee at such time as the Products have been received at the Consignee’s Facilities. Payment for such Products shall be remitted to Consignor according to Section 9. Appropriate records shall be kept by Consignee, which accounts for segregating consigned goods from goods which have already been sold pursuant to this Section 3.

 

(c) Consignee shall decide all business issues regarding sale of the Products and Consignor shall not be considered to be an agent, officer, partner, director or employee of Consignee. Consignor shall not set the prices or decide the customers, buyers and/or clients of the Consignee, which decisions shall at times remain in the sole discretion of the Consignee.

(d)  In the event of adverse claims, liens, threat of litigation, written claims by creditors, pre- litigation cautionary notices to Consignee, etc., or threat of involuntary or consideration of voluntary bankruptcy, Consignee shall immediately notify Consignor and, at Consignor’s sole discretion, Consignor may demand that any unsold Products be returned to Consignor by Consignee. Upon said written notification to Consignee, Consignee shall return said consigned items to Consignor within 7 (seven) days of written notice by Consignor. Simultaneous with shipment, Consignee, at its sole expense, shall provide standard shipping insurance as provided by the shipper, commensurate with the total fair market value of the unsold Products naming Consignor the first loss payee.

 

4.          Ownership of Products. Consignor shall retain ownership of all Products shipped to Consignee pursuant to this Consignment Agreement until title to such Products passes to Consignee as set forth in this Section 4. Title to the Products shall pass from Consignor to Consignee when the Products are sold by Consignee and payment is received by Consignee from Consignee’s buyer. Consignee shall place all Products in a consigned inventory location at Consignee’s Facilities where the Products will be kept separate from the product(s) of all other vendors and products owned by Consignee.

5.           Status Reports. Upon Consignor’s request via a customer support email (addressed to contactus@usgoldbureau.com), Consignee shall conduct an inventory of the Products and deliver, via electronic or facsimile transmission, an inventory status report (“Status Report”) to Consignor. Each Status Reports shall specify, as of the last full business day before the response, the quantity and type of Products:

a.         in Consignee’s beginning inventory (inventory on hand at the start of the reporting period);

b.         in Consignee’s ending inventory (inventory on hand at the end of the reporting period);

c.         received by Consignee since accepting Consignor’s Products;

d.         consumption, computed as beginning inventory plus receipts minus ending inventory.

 

6.          Inventory Management and Security. Consignee will manage inventory of Products at Consignee’s Facilities. Consignee shall store all Products in areas and under conditions which are suitable for the safety and preservation of the Products according to normal industrial practices. Consignee shall not permit access to the Products except for purposes authorized by this Agreement and shall take reasonable methods to control access to the Products to prevent unauthorized access.

 

7.          Placement and Withdrawal of Products from Inventory. Product handling and storage of Products shall be authorized by Consignee only to personnel properly trained in the procedures related to this Agreement. Consignee is responsible for compliance with applicable laws, regulations, ordinances, rules, order or directives of appropriate government agencies with regulatory jurisdiction. Products placed into or drawn from inventory shall be done according to Consignee’s ordinary business practices and shall be documented as to product description, quantity, and date. Such information shall be recorded and reported to Consignor by Consignee through Status Reports.

 

8.          Unused Products. Upon termination of this Agreement, Consignee shall prepare and deliver to Consignor a report, itemizing the quantity and type of consigned Products in Consignee’s possession to which; (i) title has not passed to Consignee; and, (ii) title has already passed, but for which payment has not yet been remitted pursuant to the terms of this Agreement (“Final Report”). Consignee will pay Consignor, on or before the 15^th day of the month that immediately follows the termination of this Agreement, for the quantity of sold Products identified in the Final Report held at Consignee’s Facilities. For the purposes of unsold Products, Consignee agrees to return all unsold Products to Consignor, at Consignee’s expense, within 7 (seven) business days following the termination of this Agreement.

9.          Prices and Payment Terms. Consignee shall pay Consignor for all Products sold during each calendar month. Consignee shall pay Consignor based on the Status Report of Products purchased by Consignee during the prior month pursuant to the terms of this Agreement. Consignee shall submit payment to Consignor on or before the 15^th day of the month following the sale of a consigned Product. Consignee has full rights and authority to set the sale price for the Products. Consignor agrees that Consignee shall retain an 18% Commission on the Product sale price as a fee for providing the services described in this Agreement.

10.   No Guarantee of Sale. Consignor acknowledges that no guarantee is made by Consignee to Consignor as to the salability of the Product or the amount of time it may take to sell the Product. If Consignee believes that it is unable to sell the Product, Consignee shall return all unsold Product to Consignor at Consignee’s expense.

11.   Risk of Loss. Risk of loss for Products delivered to Consignee, shall transfer from Consignor to Consignee when the Products are received and verified as authentic by Consignee or when payment is received by Consignor.

12.   Storage Operation; Inspection by Consignor. Consignee shall permit Consignor, or its designee, to inspect Products in the possession of Consignee during Consignee’s regular business hours on a date mutually agreed upon by the parties. Consignee shall maintain and operate segregated storage according to safe practices and industry norms and is responsible for maintaining the integrity and suitability of the Product for its own use. Consignor shall deliver Products in accordance with Consignee purchase order or requisition specifications, which shall be sold in accordance with Consignee’s invoice terms and conditions of sale.

13.  Compliance with Laws and Indemnification. Consignee shall comply with applicable laws and all governmental orders, rules and regulations including, but not limited to, those relating to Consignee’s possession, transportation, storage, processing, handling, sale and/or use of the Products, and relating to the labor, equipment, and facilities used in connection therewith and the protection of the public health, safety, or the environment, excluding acts of negligence of Consignee or its agent. Consignee holds harmless and indemnifies Consignor from any claims arising out of a default of this Agreement by Consignee, a violation of law by Consignee, or the installation, operation, use or maintenance of Consignee’s Facilities used in conjunction with the storage of Consignor’s Products.

14.   Representations and Warranties. Consignor represents that he/she maintains ownership of the Products and has not sold, transferred, or otherwise assigned any right, title, or interest in the Products to any third-party. Consignor further represents that he/she is of sound mind and capable of reviewing and executing this Agreement.

15.      No Reliance. In executing this Agreement, neither Consignor nor Consignee have seen, heard or relied upon any promises, statements, representations, covenants, or warranties, whether express or implied, made by one another or by any representative, or other person or entity, except to the extent that a matter is expressly stated in this Agreement. The Parties hereby waive and release any right or ability to seek to revoke, rescind, vacate, or otherwise avoid the operation and effect of this Agreement on the basis of any alleged fraudulent inducement, misrepresentation, or material omission by any of the undersigned or their representatives or on the basis of mutual or unilateral mistake of fact or law, or newly discovered information, and acknowledge that they are completely satisfied with this resolution, as reflected in the Agreement.

16.  Insurance. Consignee shall provide adequate insurance at all times for the consigned items while in possession and control of Consignee including shipping insurance from Consignee to purchasers. Simultaneous with shipment, Consignee, at its sole expense, shall provide standard shipping insurance commensurate with the total fair market value of the consigned goods. The insurance limit shall never be less than the full replacement costs of the consigned items.

17.  Protection of Intellectual Property Rights; Covenant of Non-Disclosure. Consignor covenants and agrees to protect and not to disclose to any person, except to its employees with a need to know the technologies and confidential information of Consignee regarding the operations of Consignee or the Products. Consignee also covenants and agrees to protect and not to disclose to any person, except to its employees with a need to know the technologies and confidential information of Consignor regarding the operations of Consignor or the Products.

 

18.   Assignment. Neither party may assign this Agreement without the prior written consent of the other party. Any such assignment without such consent shall be void and unenforceable.

 

19.   Termination. This Agreement and the transactions contemplated hereby may be terminated upon the occurrence of any of the following events:

a.              by mutual consent of the Consignor and Consignee;

b.              by either Consignor or Consignee for any reason, with or without cause;

c.              by either Consignor or Consignee if there has been a material misrepresentation or breach of the Agreement on the part of the other party;

d.              if either party:

(i)        makes an assignment for the benefit of its creditors; or

(ii)      consents to the appointment of a receiver of itself or of the whole or any substantial part of its property; or

e.              if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction has assumed custody of a party or of the whole or any substantial part of its properties, and such custody has not been terminated or stayed within ninety (90) days from the date of assumption of such custody or control.

 

20.   Amendments. This Agreement may be amended only by a written instrument, signed by Consignor and Consignee, which specifically states that it is an amendment to this Agreement.

 

21.  Incorporation of Website User Agreement and Terms & Conditions. By executing this Agreement, Consignor specifically agrees to be bound by Consignee’s Client Agreement (available at www.usgoldbureau.com/client-agreement) and all terms, policies, and agreements incorporated therein by reference (collectively, the “Website Terms”), including, without limitation, those provisions relating to mandatory binding arbitration, waiver of jury trial, and waiver of class, representative, or consolidated actions. In the event of any conflict between the terms of this Agreement and the Website Terms, this Agreement shall control.

 

22.   Governing Law. This Agreement shall be interpreted and construed in accordance with the laws of the State of Texas. Venue shall be in Travis County, Texas.

23.  Severability. If any provision of this Agreement is determined to be illegal or otherwise unenforceable for any reason, such provision shall be severed from this Agreement and shall not affect the validity and enforceability of any other provision of this Agreement. The balance of this Agreement shall remain in full force and effect.

24.   Notices. Any notice or communication required to be given hereunder shall be given in writing and may be delivered personally or may be sent by facsimile, or by regular, certified or overnight mail to the addresses specified below:

 

If to Consignee:

 

USGB, LLC

Attn: Consignment Department 203 Heritage Grove Road Leander, Texas 78641

 

If to Consignor:

 

 

 

 

 

25.  Waiver. The failure of either party to insist upon strict compliance with any provision of the Agreement at any time shall in no way affect the right of such party to insist upon strict compliance with such provision at any time thereafter. Similarly, the waiver by either party of a breach of any provision of this Agreement shall not constitute a waiver of any succeeding breach of the same or of any other provision.

 

26.  Captions. The captions contained in this Agreement have been inserted for reference only and in no way define, limit, or describe the agreement or the intent of any provision herein.

 

27.  Entire Agreement. This Agreement, including the Exhibits attached hereto and incorporated herein by reference, represents the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all prior and/or contemporaneous discussions and agreements between the parties hereto. Any term, condition or language contained in any order and/or other documentation submitted by Consignor, or its agents, representatives or employees with respect to the Products, is specifically objected to by Consignee and shall not be considered an amendment to this Agreement and shall have no effect thereon.

28.  Business Relationship: Consignment Only. The relationship between the parties is merely consignor and consignee within the terms and conditions set forth in this Agreement and nothing herein shall be construed to mean that the parties have formed an agency, partnership, stockholder, employer/employee, subcontractor, vendor/vendee relationship or any other type of business relationship other than what is defined in this Agreement. Furthermore, for liability, workers compensation, insurance and/or tax purposes, the Consignor shall be strictly construed as an independent contractor.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

 

 

 

 

(CONSIGNOR)

Client signs here.

 

(Signature)

 

 

Name:                                                                            

 

 

Date:                                                                              

 

 

 

 

 

(CONSIGNEE)

USGB, LLC

 

 

By:                                                                               

(Signature)

 

Name:                                                                           

Date:                                                                            

Title:                                                                             

 

 

 

 

 

EXHIBIT A

PRODUCTS

 

 

QTY	ITEM DESCRIPTION	PURCHASE DATE