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EXHIBIT 10.41
ADDENDUM
CONSIGNMENT
AGREEMENT
[BEST BUY
VENDORS]
EFFECTIVE DATE: FEBRUARY 21, 2006
THIS CONSIGNMENT AGREEMENT ("Agreement") is made a part of and is
hereby
incorporated into the Vendor Agreement between Best Buy Purchasing LLC (a Best
Buy Co., Inc. subsidiary) and its affiliates, having its principal place of
business at 7601 Penn Avenue South, Richfield, Minnesota, USA 55423-3645
("Consignee") and SLS International Inc. having its principal place
of business
at 1650 W. Jackson, Ozark, MO 65721 ("Consignor"), which became
effective on
December 1, 2005. This Agreement is intended to set forth the terms and
conditions applicable only to the provision of consigned products from
Consignor
to Consignee and intended for resale via Consignee's Best Buy stores and/or
Internet web sites. Such consigned products are described on EXHIBIT A hereto,
as may be amended from time to time by agreement by the parties
("Consignment
Product(s)").
All terms in the Vendor Agreement shall remain in full force and effect with
respect to non-consigned products. With respect to Consignment Products, the
following terms shall supplement the terms of the Vendor Agreement. In the
event
of conflict, the terms of this Agreement will control with respect to
Consignment Product.
1. RESERVATION OF RIGHTS AND TITLE. Title to the Consignment Products is
reserved in Consignor until sale of the Consignment Product by Consignee to
Consignee's customers. Consignee agrees to cooperate with Consignor in
effecting
the protections afforded consignment sellers under Sections 9-103(d), 9-109
(a)(4) and 9-319 of the Uniform Commercial Code as adopted and in effect in the
state of Minnesota, to the extent provided herein. Consignee agrees to execute
UCC-1 financing statements as modified in the form attached as EXHIBIT B,
provided that Consignor shall be responsible for preparation of such financing
statements and for the filing of such financing statements and payment of all
applicable filing and preparation costs. No security interest shall be granted
in the proceeds from the sale of the Consignment Product.
2. SALE OF CONSIGNMENT PRODUCT. Consignee has sole discretion to determine the
retail price of the Consignment Product and the right to determine the amount
and frequency of any retail price changes. For each sale of a unit of
Consignment Product, regardless of the retail sale price, Consignee shall pay
Consignor the "Agreed Cost" for such Consignment Product, as set
forth in
EXHIBIT A, minus the allowances, deductions and vendor charge-backs agreed
between the parties. Consignment Product sold and returned by a customer in
accordance with Consignee's return policy shall not be considered a
"sale" for
purposes of calculating payments to Consignor. Consignment Product that is
defective (which includes but is not limited to Consignment Product that is
returned without the box, with an opened box, or with a damaged box) shall be
the responsibility of Consignor, and may be returned to Consignor unless
otherwise mutually agreed. Any amounts remaining from the sale after payment to
Consignor as set forth herein shall be retained by Consignee. Consignee shall
exert commercially reasonable efforts to sell the Consignment Product
consistent
with Consignee's sales, marketing and merchandising plans, which may be amended
from time to time.
3. INVOICES; PAYMENT; ALLOWANCES. All transactions (e.g., purchase orders and
invoices) shall be conducted via Electronic Data Interchange (EDI). Consignment
Product shall not be payable until sell-through to Consignee's customers.
However, upon shipment of the Consignment Product to Consignee, Consignor shall
submit a corresponding invoice to Consignee that contains quantity, Agreed
Cost,
and stock-keeping unit (SKU) information. Further, Consignor's invoices shall
contain net 30 payment terms as a placeholder; however, actual payment terms
shall be as provided herein. Such invoice detail is necessary so that
Consignee's merchandise receipt system can automatically match each invoice to
the corresponding Consignment Product delivery and purchase order issued by
Consignee. Any discrepancies (e.g., shortages) identified by Consignee will be
reconciled with Consignor each month to assure that the parties agree to the
correct inventory of Consignment Product held by Consignee. The parties will at
this time make any necessary corrections to their records concerning invoices
and quantities.
If Consignor fails to submit EDI invoices in the manner specified above to
Consignee to confirm the quantities of Consignment Products shipped, Consignee
may in its discretion: (1) make payment to Consignor based upon quantities of
Consignment Products as determined by Consignee's inventory records, which will
result in a delay in Consignee's payment to Consignor; or (2) delay its payment
to Consignor until Consignor produces the necessary EDI invoices or other
documentation to confirm quantities of Consignment Products shipped.
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Consignee shall provide net point of sales data to Consignor via EDI on a
weekly
basis (i.e., net of customer returns) at no charge. Subject to the Consignor's
obligation to provide accurate EDI invoices to Consignee on a timely basis,
Consignee shall make a monthly payment to Consignor via US Mail fif






