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COLLECTION AGREEMENT

Asset Purchase Agreement

COLLECTION AGREEMENT | Document Parties: NATURE VISION, INC. | New Vad, LLC You are currently viewing:
This Asset Purchase Agreement involves

NATURE VISION, INC. | New Vad, LLC

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Title: COLLECTION AGREEMENT
Governing Law: Minnesota     Date: 2/9/2007
Industry: Photography    

COLLECTION AGREEMENT, Parties: nature vision  inc. , new vad  llc
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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


 
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