1

EQUIPMENT CONSIGNMENT AGREEMENT

This Agreement is madeand entered into as ofthis __________ day of ___________,

20__, by and between ________________________ (“Customer”), and

responsible for all expenses of the Equipment until sold to a third partypurchaser. In no event

shall Dealer own the Equipment, but will have the right to sellsuchEquipment on behalf of

Customer.

2.Retention of Title. In no event shall title to any of the Equipment be deemed to be

transferred to Dealer and the title to the Equipment shall be retained by Customer until such time

as the Equipment is sold to a third party purchaser.

3.Listing Fee. Upon delivering Equipment to Dealer, Customer shall payDealer a

nonrefundable fee of _________________ ($_______) perEquipment item for the cost of listing

an Equipment item for sale, including but not limited to costs associated with storing and

advertising the Equipment for sale (“Listing Fee”).

item, Dealer shall subtract its consignment fee and remit the remaining amount to the Customer.

or

□ Customer hereby authorizes Dealer to sell anyor all of the Equipment listed on Exhibit

A attached hereto at the base net price (“Base Net Price”) listed on Exhibit A for each Equipment

item in the ordinary course of Dealer’sbusiness on Customer’s behalf, solongas the amount of

cash received equals or exceeds the Base Net Price of the Equipment item being sold. The

parties agree that if an Equipment item is sold usingthe Base Net Pricemethod, then upon the

sale of anyEquipment item (a) Customer shall be entitled to a cash amount equal to the Base Net

Price for such Equipment item and (b) Dealer shallbe entitled to retain all additional proceeds

received on the sale of such Equipment item as a consignment fee for its sale of such Equipment

2

the sale of anyEquipment item. Notwithstanding anything herein, Dealer maysell an Equipment

item to a third party purchaser with third party financing.

purchaser or any repair work required as a condition to the sale of such Equipment item.

Equipment item or makeany deliveryarrangements, the Base Net Price for an Equipment item

may be reduced byany delivery costs or repaircosts incurred by Dealer with respect to the

Equipment.

7.Risk of Loss or Damage. Customer shall assume all liabilities associated with the

Equipment during the term of this Agreement until such Equipment item issold. Customer shall

hold Dealer harmless from loss of Equipment by theft, fire, vandalism, flood, deterioration, etc.

or damage to the Equipment.

8.Representations and Warranties by Customer. Customer has good and marketable

title to the Equipment, none of which will be subject to any liens or other encumbrances,

including blanket liens, except any that may be listed on Exhibit A.

9.Warranties. Dealer shall not offer any warranties on the sale of an Equipment item

except to the extent a warrantyis required by law and cannot be disclaimed. The following

language shall appear in bold, all capital letters on each bill of sale, purchase order or other

contract for sale used in connection with a sale of an Equipment item:

“TO THE EXTENTPERMITTED BY APPLICABLE LAW, THEITEM SOLD IS

BEING SOLD ON AN “AS IS – WHERE IS” BASIS, WITHOUT ANY WARRANTY,

EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIEDWARRANTY OF

LIABILITY EXCEED AMOUNT BUYER PAID TO SELLER TO PURCHASE THE

ITEM SOLD. BUYER ASSUMES ALL RISK AND LIABILITY FOR LOSS, DAMAGE

OR INJURY TO BUYER AND BUYER’S PROPERTY AND TO OTHERS AND THEIR

PROPERTY ARISING OUT OF USE OR MISUSE OF, OR INABILITY TO USE THE

ITEM SOLD.

AS SOME STATES DO NOTALLOW THE LIMITATION OR EXCLUSION OF

INCIDENTAL OR CONSEQUENTIALDAMAGES, OR DO NOT ALLOW

LIMITATION ON IMPLIED WARRANTIES, THE ABOVE LIMITATIONS AND

EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS

THAT VARY FROM STATE TO STATE.”

3

purchasers in accordance with the terms of this Agreement. Customer’s appointmentof Dealer

13.Amendment. This Agreement may not be altered or amended, and no right

hereunder shall be waived, except byan instrument in writing dulyexecuted bythe partyor

parties to be charged with such amendment or waiver. No waiver of anyof the provisions of this

Agreement shall be deemed or constitute a waiver ofanyother provision hereof (whether or not

similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly

provided.

14.Termination. Upon fifteen (15) days written notice to the otherparty, either

sole expense, remove allof the Equipment delivered to Dealer from Dealer’s premises and

Dealer shall afford Customer reasonable access and time to remove the Equipment.

15.Notices, etc. All notices, requests, demands and other communications hereunder

shall be in writing and shall be deemed to have been dulygiven when actually (i) received bythe

party towhomit is addressed if hand delivered or (ii) sent by registered or certified mail (return

receipt requested) or telecopy(if transmission is confirmed):

(b) If to Customer, to:

__________________________

__________________________

4

__________________________

16.Parties in Interest. The terms and conditionsof this Agreement shall inure to the

benefit of and be binding upon the parties hereto and their respective successors and assigns.

security interest in, its rights, duties or obligations hereunder to any third party.

Agreement, or anybreach hereof except as set forth below, shall be decided and settled by

binding arbitration in accordance with Title 9 of the U.S. Code (United States Arbitration Act)

and the Commercial Arbitration Rules of the American Arbitration Association then in effect.

The place of arbitration shall be ____________.

18.Governing Laws. This Agreement shall be construed and enforced in accordance

with the laws of the State of __________ without regard to the provisions thereof regarding

conflicts of laws.

19.Entire Agreement; Prior Agreements. This Agreement represents the entire

agreement of the parties with respect to the matters contemplated herein. All prior agreements,

representations, warranties, covenants or understandings, verbal or written, regarding thesubject

matter hereof are hereby terminated and superseded bythe execution and deliveryof this

20.Severability. Whereverpossible, each provision of this Agreement shallbe

interpreted in such manner as to be effective and valid underapplicable law, but if anyprovision

THISAGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH

MAY BE ENFORCED BY THE PARTIES.

CUSTOMER:

_____________________________

By:

Name: ______________________________

5

DEALER:

_______________________________

By:

6

Description of Equipment Base Net Price (if applicable)