7.
TITLE TO MERCHANDISE
Consigned merchandise shall remain the property of principal until sold in the regular course of
business, except that consignee shall be responsible for all shortages of stock.
8.
EMPLOYEE BENEFIT PAYMENTS
Consignee shall and does accept full and exclusive liability for the payment of any and all premiums,
contributions, and taxes for workers’ compensation insurance, unemployment insurance, and for
pensions, annuities, and retirement benefits, now or later 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. Consignee shall indemnify principal
against any and all liability for any premiums, taxes, or contributions respecting consignee’s employees
that may be assessed against principal. Consignee shall enter into any agreement that has been or may
later be prescribed by any federal or state governmental body or authority to effectuate the above-
stated purposes.
9.
TERMINATION
This agreement is not assignable and may be terminated by either party on [NUMBER] days’ written
notice to the other. [If appropriate, add: On termination, principal shall have the right, for a period not
to exceed [NUMBER] months following the date of termination, to: (1) use storage facilities located on
consignee’s premises at [ADDRESS]; (2) replenish [HIS OR HER OR ITS] stock of merchandise in such
facilities; (3) sell and deliver [HIS OR HER OR ITS] merchandise from such premises; and (4) remove all
[HIS OR HER OR ITS] merchandise from the facilities during such period; provided, however, that
principal shall pay a rental of [AMOUNT] per month for the period such facilities are so used.]
10.
GOVERNING LAW
It is agreed that this agreement shall be governed by, construed, and enforced in accordance with the
laws of the [State/Province] of [STATE/PROVINCE].
11.
NO WAIVER
The failure of either party to this agreement to insist on 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 waiving any terms and conditions, but such terms and conditions
shall continue and remain in full force and effect as if no forbearance or waiver had occurred.
12.
ARBITRATION OF DISPUTES
All disputes, claims, and questions regarding the rights and obligations of the parties under the terms of
this agreement are subject to arbitration. Either party may make a demand for arbitration by filing such
demand in writing with the other party within [NUMBER] days after the dispute first arises.
Subsequently, arbitration shall be conducted by [SET FORTH TERMS OF ARBITRATION, FOR EXAMPLE:
THREE ARBITRATORS ACTING UNDER THE RULES OF COMMERCIAL ARBITRATION OF THE AMERICAN
ARBITRATION ASSOCIATION].
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