Exhibit 10.3
COLLECTION AGREEMENT
This Agreement is made as of
February 5, 2007, by and between Nature Vision, Inc., a
Minnesota corporation (“Seller”) and New Vad, LLC, a
Minnesota limited liability company,
(“Buyer”).
Recitals
A.
Seller and Buyer are parties to that
certain Asset Purchase Agreement dated of even date herewith (the
“Purchase Agreement”), pursuant to which Seller is
selling to Buyer certain assets and Buyer is assuming from Seller
certain liabilities, as specified in the Purchase Agreement
relating to Seller’s Vaddio business line.
B.
Pursuant to the terms of the
Purchase Agreement, Seller is retaining title to the Vaddio
accounts receivable derived from shipments made prior to
February 5, 2007 (the “Closing Date”). Seller
desires to engage Buyer and Buyer has agreed to be engaged to
receive and transmit to Seller payments made from customers on the
Vaddio accounts receivable on the terms and conditions set forth
herein.
Agreement
1.
Processing Payments.
The Buyer shall process a check,
money order or other payment instrument (the
“Instrument”) tendered in payment for the sale of
Vaddio products or services in the following manner:
(a)
Where the Instrument is in the
amount of a specific purchase order(s) or invoice(s) relating
solely to the sale of Vaddio products or services sold or provided
prior to the Closing Date, including but not limited
to those receivables listed on Schedule A attached hereto and
incorporated by reference (the “Seller’s
Receivable”), Buyer will not deposit or negotiate the
Instrument, but rather will send written notification by fax or
email on the day received of the receipt of such payment to Seller
and forward the Instrument to Seller by UPS or FedEx ground (as
specified by Seller) on Friday of each week. The Instrument will be
endorsed payable to the Seller. Buyer will maintain a record of the
Instruments being forward to Seller, and maintain a record showing
the remaining balances of Seller’s Receivables after
crediting these Instruments and provide such record to the Seller
at Seller’s request.
(b)
Where the Instrument is in an amount
that represents a payment for both a Seller’s Receivable and
a payment for Vaddio products or services sold or provided
after the Closing Date (the “Buyer’s
Receivable”), the Buyer will:
(i)
on the day received, send written
notification by fax or email of the receipt of such payment to
Seller which shall include a statement of the total amount of the
payment received and of the allocation of the amounts due to Seller
and due to Buyer respectively;
(ii)
deposit the Instrument in
Buyer’s bank account in the ordinary course of business;
and
(iii)
remit to Seller by UPS or FedEx ground (as
specified by Seller), on Friday of each week, the amount due to
Seller as specified in the allocation statement in
Section 1(b)(i) above.
(c)
If an Instrument under
Section 1(b) above, or correspondence or invoice attached
thereto, does not explicitly state for which products or invoices
the payment is intended, the funds from such Instrument will be
allocated first to Seller until that Seller’s Receivable is
paid in full, and the balance if any to Buyer’s
Receivable.
(d)
In the event that a customer tenders
payment under Sections 1(a) or 1(b) in an amount which is less
than the full amount of such customer’s receivable, the funds
from such Instrument will be allocated first to Seller until that
Seller’s Receivable is paid in full, and the balance if any
to Buyer’s Receivable.
2.
Grant of Authority to Deposit
Instruments. Seller
hereby grants to Buyer the right and authority to endorse and
deposit on its behalf those Instruments described in
Section 1(b) above.
3.
Representation and
Warranty Buyer represents
and warrants to Seller that Schedule A includes all orders for
Vaddio products or services which customers placed in the ordinary
course of business on or before the date hereof.
4.
Inspection of Books and
Records. Notwithstanding
Seller’s acceptance of periodic payments from Buyer with
regard to those Instruments negotiated by Buyer on Seller’s
behalf, Seller shall have 30 days following the final payment from
Buyer to make a claim for adjustment by reason of errors or
omissions from a payment or the allocation of payments. If no such
claim for adjustment is timely made, such accounting and receipt of
such payment shall be deemed final and satisfied in full. The
Seller or its designated representatives may, upon request,
periodically inspect the books and records of Buyer during regular
business hours for the purpose of verifying the accuracy of the
processing of the Seller’s Receivables and the payments
relating thereto.
5.
No Commission.
There shall be no commission payable
to Buyer for the processing of Seller’s
Receivables.
6.
No Collection or
Enfo