MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

15.04 Withdrawal by Seller. Seller shall have the right to withdraw from inventory
Consigned Products (or any parts or units thereof) any time it deems it necessary by submitting
to Buyer a written notice that identifies the Consigned Products (or parts or units thereof) to be
withdrawn. Upon receipt of a withdrawal notice from Seller, Buyer shall promptly ship the
identified Consigned Product(s) (or parts or units thereof) in accordance with the terms of such
notice. Buyer shall be entitled to be reimbursed for its reasonable, actual out-of-pocket freight
expenses incurred in shipping such Consigned Product(s) (or parts or units thereof) at the
direction of Seller pursuant to this Section 1.04. If Buyer does not ship the Consigned Product(s)
as directed by Seller within three (3) Business Days of Seller’s request therefor, Buyer will
purchase such Consigned Product(s) at Seller’s then-current Dealer Net Prices and confirm such
purchase by issuing to Seller a purchase order within such three (3) Business Day period.
15.05 Consigned Product Warranty. Each Consigned Product shall be covered by
Seller’s standard retail warranty for such Consigned Product (“Consigned Product Warranty”), as
such Consigned Product Warranty may be modified by Seller and made available to Buyer from
time to time. Buyer shall make no, and shall not permit any of its agents to make any,
representation, guaranty or warranty, either express or implied, with respect to the Consigned
Products, without the express prior written consent of Seller. EXCEPT AS PROVIDED IN
THIS SECTION 1.05, AND TO THE EXTENT PERMITTED BY LAW, SELLER
EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, GUARANTEES OR
REMEDIES, WHETHER EXPRESS, IMPLIED (INCLUDING ANY IMPLIED WARRANTY
ARISING OUT OF TRADE USAGE OR OUT OF A COURSE OF DEALING OR COURSE
OF PERFORMANCE), OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE OR NON-INFRINGEMENT.
ARTICLE XVI
INVOICING; PAYMENT; SECURITY INTERESTS
16.01 Freight. Except as expressly provided for in Section 1.04 or 3.02(d), Buyer shall
be responsible for all freight costs incurred by Buyer in connection with the Consigned Products,
including for delivering Consigned Products that have been sold to customers of Buyer.
16.02 Pricing. The price payable by Buyer to Seller for a Consigned Product withdrawn
by Buyer shall be Seller’s Dealer Net Price in effect at the time of receipt by Seller of Buyer’s
purchase order, and full payment for such Consigned Product shall be due to Seller thirty (30)
days after Buyer withdraws such Consigned Product from inventory. If Buyer fails to pay Seller
any amount on or before the due date for such amount, Buyer shall be liable for interest on the
amount not paid until such amount is paid in full, at a rate equal to 1.5% per month (or the
maximum rate permitted by applicable law, if lower). For the avoidance of doubt, Buyer
remains free to set the price payable by a customer for the sale of a Consigned Product.
16.03 No Reimbursement. Seller shall not be responsible for any of Buyer’s costs or
expenses accrued in the course of making sales of the Consigned Products to any customer of
Buyer, including, except as expressly provided for in Sections 1.04 or 3.02(d), with respect to
freight or other shipping costs.
D-4
Exhibit D
Form of Consignment Agreement