Fill and Sign the Storage Agreement of Products of Manufacturer Form

Storage Agreement of Products of Manufacturer Storage Agreement made the       day of       , 20       , between       , a corporation organized and existing under the (Name of Warehouse Company) laws of the state of       , with its principal office located at (Name of State)       , referred to herein Warehouseman, and (Street Address, City, County, State, Zip Code)       , a corporation organized and existing under the (Name of Depositor) laws of the state of       , with its principal office located at (Name of State)       , referred to herein as the Depositor. (Street Address, City, County, State, Zip Code) Whereas, Depositor is engaged in the business of manufacturing and selling       , (Type of Product) hereinafter called the Product, and is desirous of securing a warehouse organization to warehouse and ship Product to certain of Depositor's customers in       ; and (Describe Market Area) Whereas, Warehouseman has or has caused to be created a warehouse organization for the receiving, warehousing, and shipping of Product; Now, therefore, for and in consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, the Parties agree as follows: I. Relation of Warehouseman and Depositor. A. Depositor hereby retains Warehouseman as an independent contractor during the term of this Agreement to receive, warehouse, and ship Product as Depositor may designate. B. Warehouseman is not the agent or local representative of Depositor for any purpose other than to receive, warehouse, and ship Product. Warehouseman is not granted any right or authority to accept orders or to create any obligations, express or implied, on behalf of Depositor, or to bind Depositor in any manner. All orders taken or received by Warehouseman shall be subject to acceptance by Depositor at its sole discretion, and Depositor shall authorize all credits that are extended, handle all billings, make all collections, and instruct Warehouseman as to making all shipments. II. Rights of Parties in Product. A. Depositor will consign Product to itself in care of Warehouseman. Product shall remain the property of Depositor, and shall be separately stored and identified as Depositor's property. Storage Agreement of Products of Manufacturer Page 1 of 5 B. Title to Product shall not pass to Warehouseman under any circumstances. Warehouseman shall not claim any rights of ownership in any of Product and shall not encumber, lease, transfer, or otherwise dispose of any part of Product, except as permitted or instructed by Depositor. Warehouseman waives and releases any claim, right, or lien that Warehouseman may subsequently have against any or all of Product. III. Compensation of Warehouseman. A. For performing the services set forth in this Agreement, Depositor shall pay Warehouseman       % of the net sales price of Product that is shipped from the warehouse of Warehouseman during the term of this Agreement. B. Depositor shall send to Warehouseman, at the time that the original invoices are sent to the customer, copies of all invoices concerning Product on which Warehouseman is entitled to percentage compensation as provided in Paragraph A of this Section. IV. Warehousing; Servicing of Sales. Warehouseman shall use its best efforts to warehouse, and to service sales of, Product, subject to the orders, directions, and approval of Depositor, and shall follow the procedures and abide by the policies of Depositor. Warehouseman shall provide and pay for the facilities, supplies, and labor required to receive, warehouse, inventory, and ship all of Product delivered to Warehouseman by Depositor. Warehouseman does not have and shall not acquire any interest, directly or indirectly, in the sale of any of Product when the interest might conflict with the interests of Depositor in Product. V. Protection of Product. A. Warehouseman shall preserve and maintain Product in as good condition as Product is received from Depositor. At any time requested by Depositor, or at the expiration of this Agreement, Warehouseman shall promptly return Product to Depositor in as good condition as when received. B. Warehouseman shall be responsible for any loss or damage to Product to the extent of $       for each occurrence, provided that where such loss or damage is caused by the willful act or negligence of Warehouseman, Warehouseman shall be responsible for the full amount of the loss or damage. C. Product and all records pertaining to Product shall be stored by Warehouseman in buildings considered to be good fire risks. D. Warehouseman shall provide necessary security guard service. VI. Taxes and Assessments. Warehouseman shall pay all taxes or assessments that may be levied against Product in Warehouseman's possession, or any interest in Product, and shall be reimbursed for such payment by Depositor. VII. Bonding. Warehouseman shall provide satisfactory bond to Depositor, and Depositor shall pay for the bond. Storage Agreement of Products of Manufacturer Page 2 of 5 VIII. Access by Depositor. The authorized representatives of Depositor shall have access to the warehouse of Warehouseman during normal business hours to inspect the warehouse, records and papers pertaining to Depositor's business, and Product and the handling of Product. IX. Shipments from Warehouse. A. Warehouseman shall make shipments of Product only as Depositor may authorize in writing. Shipments shall be made only to the customers, at the prices, and on the terms or conditions set forth in the written authorization. B. The accounts receivable represented by shipments or sales are the Product of Depositor, and any collections made by Warehouseman shall be for the account of Depositor. C. Depositor shall supply materials necessary to repack or ship Product, and shall pay for postage and all mailings necessary in the proper sale and shipment of Product. X. Drayage. Depositor shall pay for all transportation and drayage of Product in and out of the warehouse of Warehouseman. XI. Returned Goods. Whenever any of Products is returned to warehouse of Warehouseman, Warehouseman shall check and sort the returned goods and report the return to Depositor on the standard form of Depositor. If necessary, Warehouseman shall test the returned goods. Replacements or credits with respect to returned goods claimed defective shall be made by Warehouseman only as authorized in writing by Depositor. The defective returned goods shall remain the property of Depositor, subject to written instruction by Depositor as to their disposition. XII. Records of Warehouseman. Warehouseman shall keep complete records of all receipts, inventories, and shipments of Product. Physical counts of Product shall be made as directed by Depositor and a complete report of inventories shall be given Depositor. All records or papers relating to the business of Depositor shall be the property of Depositor and shall be surrendered to Depositor on demand. XIII. Termination of Agreement. A. This Agreement shall remain in full force and effect from the date of its execution until terminated by notice in writing by the party electing to terminate the Agreement to the other party       days prior to the elected date of termination. (Number) B. If this Agreement is terminated as provided in Paragraph A of this Section, Depositor shall pay Warehouseman the compensation provided in Section III for services rendered up to and including the day of termination. C. In the event of termination, Warehouseman shall properly pack and ship any of the Product remaining in its possession as instructed by Depositor. In such event, Depositor shall compensate Warehouseman for its actual cash expenditure necessary in such packing and shipping. Storage Agreement of Products of Manufacturer Page 3 of 5 XIV. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. XV. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. XVI. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of       . (Name of State) XVII. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. XVIII. Attorney’s Fees. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. IXX. Mandatory Arbitration . Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. XX. Entire Agreement . This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. XXI. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. XXII. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. XXIII. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. Storage Agreement of Products of Manufacturer Page 4 of 5 XXIV. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties. WITNESS our signatures as of the day and date first above stated.             (Name of Warehouseman ) (Name of Depositor ) By: By: (Signature of Officer) (Signature of Officer)             (P rinted Name & Office in Corporation) (P rinted Name & Office in Corporation) Storage Agreement of Products of Manufacturer Page 5 of 5