6. Independent Contractor. The Consignee is, and shall remain, an independent
contractor selling to third-party buyers the Consigned Goods. The Consignee is not an employee
nor otherwise an agent of Consignor except for the express limited purpose set forth herein of
providing consignment services.
7. Notices. Any notices, bills, invoices, written agreements, or reports required by this
Agreement shall be deemed received on (a) the day of delivery if delivered by hand during
receiving party’s regular business hours or by facsimile or email with proof of receipt before or
during receiving party’s regular business hours; or (b) on the second business day following
deposit in the United States mail, postage prepaid, to the addresses heretofore below, or to such
other addresses as the parties may, from time to time, designate in writing pursuant to the
provisions of this Agreement. The addresses to be used for the parties shall be as set forth in the
introductory paragraph of this Agreement unless subsequently changed in writing by the issuance
of a party to the other.
8. Insurance and Liability Release. Consignor understands that Consignor shall be solely
responsible for insuring the Consigned Goods from theft, loss, negligence, destruction, or
damage of any kind when the Consigned Goods are placed in the possession of Consignee
pursuant to this Agreement. Consignee shall have no obligation to insure the Consigned Goods.
If theft, loss, negligence, destruction, or damage of any kind occurs to the Consigned Goods
while in the possession or under the responsibility of Consignee pursuant to this Agreement,
Consignor shall bear all loss and responsibility and hereby releases Consignee and Consignee’s
successors, agents, owners/members, employees and assigns, from all claims, losses, liabilities,
damages, demands, costs and expenses relating thereto or arising therefrom. In no event shall
Consignee be liable to Consignor for any indirect, incidental, consequential, special or
exemplary damages.
9. Indemnification. In the event Consignor breaches or defaults in any of the covenants,
representations, obligations or warranties imposed upon Consignor through this Agreement,
Consignor shall at its own expense, indemnify, defend and hold harmless Consignee and
Consignee’s successors, agents, owners/members, employees and assigns, from and against any
and all claims, losses, liabilities, damages, demands, costs and expenses, including reasonable
attorneys’ fees and court costs.
10. Waiver of Jury Trial. The parties waive the constitutional right to a jury trial in
any action on or concerning this agreement. The parties acknowledge that such waiver is
voluntary and with full knowledge of the right being relinquished.
11. Miscellaneous. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of remaining provisions, and this
Agreement shall be construed in all respects as if any invalid or unenforceable provision is
reduced in scope to the maximum enforceable level. No failure or delay on the part of any party
in exercising any right, power or privilege under this Agreement shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or privilege under this
Agreement preclude any other or further exercise thereof or the exercise of any other right,
power or privilege. The rights and remedies provided in this Agreement are cumulative and not
exclusive of any rights or remedies provided by law. This Agreement is being executed and
delivered and is intended to be performed in the State of Michigan and shall be construed and
enforced in accordance with, and the rights of the parties shall be governed by, the laws of the
State of Michigan without regard to conflict of laws rules. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original but all of which shall
constitute one instrument. This Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors and permitted assigns. This constitutes the entire
agreement and understanding between the parties with respect to the subject matter of this
Agreement, and any prior discussions, negotiations, understandings, representations and
agreements between the parties are merged in this Agreement. This Agreement may be amended
only in a writing executed by all parties. The parties agree that each party has had the
opportunity to participate in the drafting or modification of this Agreement, that it accurately
reflects the intent and understanding of each party, and that it should not be construed against a
party because that party may have had a greater role in the drafting of any provision. The parties
agree that signatures on this Agreement, as well as any other documents to be executed under
this Agreement, may be delivered by facsimile or electronically in lieu of an original signature,
and the parties agree to treat facsimile or electronic signatures as original signatures and agree to
be bound by this provision. A copy of the signature of any party will be immediately binding on
that party on its receipt by the other party by facsimile or electronic mail and will have the same
effect as an original signature.