Fill and Sign the Contract Exclusive Right Buy Form

CONTRACT FOR SALE OF GOODS SALE ON CONSIGNMENT Consignor       Consignee       Address       Address                   City/County/State/Zip City/County/State/Zip IN CONSIDERATION of their mutual covenants, the parties agree as follows: 1. Exclusive Appointment. Consignee shall have the exclusive right to sell and distribute Consignor's merchandise throughout ____________________________________ , territory, during the term of this Agreement. 2. Delivery of Merchandise. Consignor shall deliver to Consignee, within _______ days after receipt by Consignor of written orders from Consignee, such quantities of Consignor's products as Consignee shall require for sale. The products shall be delivered to and shall be held for sale at Consignee's place of business at ________________________________________________ . Consignor shall pay all freight and shipping charges. Consignee shall be responsible for any loss of or damage to merchandise while it is under Consignee's control. 3. Sale of Merchandise. Consignee shall use its best efforts in the sale and distribution of Consignor's merchandise throughout the territory referred to above. All sales prices shall be fixed by Consignor. Consignee shall not sell Consignor's merchandise at less than the authorized prices, which prices will be reflected in price schedules that will be furnished to Consignee from time to time. All sales made by Consignee shall be for cash. Credit sales may be made by Consignee on written authority only, and on such terms as Consignor may approve prior to such sales. 4. Accounting and Payment. No later than the _______ day of each month, Consignee shall furnish Consignor with a monthly statement itemizing all sales transactions during the preceding month involving Consignor's products and providing an inventory of such products as of the close of such month. With the monthly statement, Consignee shall remit to Consignor all money received by him from the sale of Consignor's products. As soon as practicable after the _______ day of each month, Consignor shall render a written statement to Consignee showing sales during the preceding month, and shall remit to consignee net commissions for such sales in accordance with the commission schedule set forth in Exhibit _______ attached hereto and made a part hereof. Consignee shall reimburse Consignor for all shortages of stock at the retail price therefor less consignee's commission. 5. Title to Merchandise. Title to the merchandise consigned to Consignee by Consignor shall remain in Consignor until such products are sold by Consignee in the regular course of business, except that Consignee shall be responsible for all shortages of stock, and shall bear the risk of loss to the extent provided herein. - 1 - 6. Return of Merchandise. Consignee may at any time return to Consignor any of Consignor's merchandise in Consignee's possession that has not been sold. Consignee shall pay the expense of delivery of such returned merchandise. 7. Operation of Business. Consignor shall have no responsibility or liability whatsoever in connection with the management and operation of Consignee's business. Consignee shall have entire charge of such management and operation, shall furnish all equipment and vehicles, and shall hire and pay the wages of all assistants and employees required for the operation of his business. Consignor reserves no supervision or control over Consignee in the facilities, employees, and methods to be used and employed by Consignee in carrying out the purposes of this Agreement, and shall in no event be responsible for negligence of Consignee or his employees. 8. Use of Consignor's Name. Consignee is authorized, during the term of this Agreement, to use the description, "Distributor," in advertising matter and on stationery. Additionally, all merchandise shall be sold for Consignor's account on Consignor's invoices. However, neither such use nor any other conduct in performance of this Agreement shall be deemed to constitute Consignee an agent of Consignor for any purpose other than the sale of Consignor's products. 9. Employee Benefit Payments. Consignee hereby accepts full and exclusive liability for the payment of any and all premiums, contributions, and taxes for workmen's compensation insurance, unemployment insurance, and for old age pensions, annuities, and retirement benefits, now or hereafter imposed by or pursuant to federal and state laws, which are measured by the wages, salaries, or other remuneration paid to persons employed by Consignee in connection with the performance of this Agreement, and shall enter into any agreement that has been or may hereafter be prescribed by any federal or state governmental body or authority in order to effectuate the aforesaid purposes. Consignee also agrees to indemnify Consignor against any liability for such premiums, taxes, or contributions respecting Consignee's employees that may be assessed against Consignor. 10. Termination. This Agreement may be terminated by either party on _______ days' written notice to the other. The proper accounting and payment between the parties shall be made _______ days after the date set for termination and on such date Consignee shall deliver to Consignor all of Consignor's products in the possession of Consignee. The expense of delivery of such merchandise shall be paid by the party terminating this Agreement. 11. Assignment and Modification. This Agreement is not assignable and any attempted assignment shall be null and void and of no effect. This Agreement may not be modified except by an instrument in writing signed by both of the parties. 12. Construction; Waiver. This Agreement shall be construed according to the laws of the State of _____________________________ . The right of either party to require strict performance by the other hereunder shall not be affected by any previous waiver, forbearance, or course of dealing. Agreed by the Parties and Executed at _____________________________ on this ____ day of _________ , 20 __ . Consignor       Consignee       Attachments: Price List, Commission Schedule - 2 -