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Form #1076

Inventory Certification Agreement

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Inventory Certification Agreement (Three Party) - free to use

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Three party.

_________ Warehouse Company

Inventory Certification Agreement

Three Party

This agreement, made and entered into this _________ day of _________, _________, in the City of St. Louis, State of Missouri, by and between _________ Warehouse Company, a Missouri corporation, hereinafter referred to as "_________," and _________ hereinafter referred to as "Customer," and _________, hereinafter called "Holder."

Witnesseth:

Whereas, _________ has available the facilities for an Inventory Certification Service,

And whereas, Holder and Customer have entered into or are about to enter into an Agreement whereby Customer has granted or will grant an interest in certain or all of its inventory to Holder,

And whereas, Holder has or will hereafter file a financing statement, and comply with the provisions of the Uniform Commercial Code, regarding the perfection of its interest in said inventory,

And whereas, Holder and Customer desire that _________ install its Inventory Certification Service, and to issue its Inventory Certificates for such inventory.

Now, therefore, in consideration of the premises and of the mutual agreements herein contained, and of the payment by Customer to _________ of the sums specified in the Collateral Control Agreement dated _________, _________ by and between Customer and _________, it is agreed as follows:

1. _________ and Customer agree to enter into an Inventory Certification Agreement (Two Party), hereinafter called "Two Party Agreement," setting forth the terms and conditions under which _________ will provide its Inventory Certification Service.

2. _________ agrees:

(a). to supervise the installation and maintenance of records and procedures required for the control of inventory to be covered by _________'s Inventory Certification Service.

(b). to supervise and participate in the taking of a beginning inventory, and to deliver to Holder its Inventory Certificates certifying to value of inventory in Customer's premises, calculated at values designated or approved by Holder on inventory described by Holder as being the subject of Holder's interest; and subsequently to furnish to Holder its Inventory Certificates, at regular intervals, to be agreed upon between Holder and _________.

(c). to comply with instructions which _________ has accepted or will accept hereafter from Holder, setting out the conditions under which Company may remove inventory subject to Holder's interest, and to allow no further removal of inventory from the premises by Company, when such limitation as provided by Holder's instructions has been reached.

(d). _________ shall be liable to Holder for any loss Holder may suffer as a result of reliance upon _________'s Inventory Certificates, not in excess of the value authorized by Holder, to the extent of any deficiency of inventory then outstanding on Inventory Certificates subject to deliveries made pursuant to Holder's delivery authorizations, or arising out of any failure by _________ to perform its obligations as set forth in this paragraph.

(e). to send to Holder a copy of _________'s monthly statement of its account with Customer.

3. Holder agrees:

(a). to furnish to _________ and Customer instructions, which provide a description of the inventory subject to Holder's interest, the values at which such inventory shall be calculated in the Inventory Certificates issued by _________, and providing the conditions of authorization pursuant to which Customer may remove the inventory which is the subject of such Inventory Certificates from the Customer's premises. Such instructions from the Holder are to be binding upon _________ only when such instructions have been accepted in writing by the _________ Division Office handling Customer's account.

(b). Holder hereby waives all rights of subrogation against _________, under all insurance policies insuring in any way real or personal property belonging to Holder or in which Holder may have an interest.

(c). if any charge billed by _________ to Customer pursuant to the terms of the Two Party Agreement shall be delinquent and unpaid for a period of thirty (30) days or earlier upon written request by _________, Holder agrees to immediately pay such charges upon request from _________, and any such payment by Holder to _________, shall be considered on behalf of and for the account of Customer as authorized in paragraph 4 below.

4. Customer agrees:

(a). to cooperate with _________ in connection with the installation of its inventory control and accounting requirements, and to perform all of Customer's obligations as set out in the Two Party Agreement.

(b). that it will not permit the removal from the premises of any inventory, which is the subject of _________'s Inventory Certificates, except in strict accordance with the terms and conditions of Holder's instructions, and that any delivery or removal of inventory in violation of Holder's instructions shall constitute a default under the terms of its Agreement with Holder.

(c). that _________ shall have the right to install its locks, or substitute its locks, if necessary, on all entrances to the area or areas where the inventory covered by _________'s Inventory Certificates is located, and to lock said entrances or institute whatever other control measures are necessary, including the taking of possession if necessary, to prevent the removal of such inventory when an _________ employee is not on duty, when charges due under the Two Party Agreement are delinquent, or when, in the opinion of _________, further deliveries of such inventory would constitute a violation of Holder's instructions.

(d). that in the event that any charge billed by _________ pursuant to the terms of the Two Party Agreement remain unpaid for a period of thirty (30) days or earlier upon written request by _________ to Holder for payment, Holder is hereby authorized and directed to pay such amount to _________, and such payment shall be considered to have been made on Customer's behalf and for Customer's account.

(e). that Holder may disclose to _________ any information in its possession concerning Customer's financial condition, while this Agreement is in effect.

(f). that the execution of this Agreement by Holder is not a commitment to extend credit.

(g). On nonitemized accounts, Customer agrees to certify to _________ under Customer's authorized signature: (1) a beginning listing of commodities delivered to _________ together with the invoice price or cost of such commodities so delivered to _________; (2) a listing of inventories in the location as a result of a physical inventory at not more than 6 month intervals thereafter at such times as shall be agreed upon by _________ and Customer; (3) a listing of commodities withdrawn and released to the Customer by _________, together with Customer's invoice price or cost on such commodities so withdrawn and released to Customer by _________, at such intervals as required by _________; and (4) a listing of commodities

delivered by Customer to _________, together with Customer cost or purchase invoices on such commodities so delivered to _________, at such intervals as required by _________. Such invoice prices or cost or valuation furnished and so certified by Company shall constitute "Customer's Declared Value." It is understood and agreed that _________ does not in any way guarantee the accuracy of the prices furnished to _________ by Customer. In connection with the semi-annual physical inventory, listings shall be furnished by Customer to _________ of inventory in the warehouse on a priced, extended and total value basis within not more than 30 days after completion of such physical count, unless additional time is granted in writing by _________. Customer shall maintain an inventory of commodities in the warehouse, 10% in excess of the minimum Hold Figure required by Holder, unless otherwise agreed by _________.

5. In the event that Customer has exhausted or exceeded the Holder's authorized maximum inventory removal from the premises, and _________ is required to deny Customer the right of further removal of inventory from the premises, whether it is necessary to install _________'s locks or not, Holder shall upon written request from _________, within a reasonable time, relieve _________ of the obligation of preventing further removal of inventory from the premises by Customer, either by Holder and Customer negotiating additional inventory removal authorization, or by Holder taking legal steps to protect its interest in inventory which is the subject of _________ Inventory Certificates, or by Holder relieving _________ from further responsibility for the inventory.

6. It is agreed that _________ shall have no responsibility or liability for contents of boxes, packages, or other containers arising out of improper marking or labelling upon such boxes, packages, or containers, nor for the grade, quality, title, care or condition of the inventory which is the subject of its Inventory Certificates, but _________ shall be entitled to rely upon Customer's representations pertaining thereto. It is further understood and agreed that _________ shall have no responsibility for the validity or priority of Holder's interest in such inventory, or for the values authorized or furnished by Holder in computing the value of the inventory stated on such Inventory Certificates.

7. This Agreement, as between Customer and _________, shall continue in effect, and shall be subject to such cancellation rights, as provided in the aforesaid Collateral Control Agreement and Two Party Agreement between Customer and _________.

In witness whereof, _________ has caused this Agreement to be executed by a duly authorized officer and Customer and Holder have executed or caused this Agreement to be executed by their duly authorized officer, partner, agent or representative, as the case may be.

_________ Warehouse Company

_________Customer

By _________

By _________

Vice-President

Title _________

 

_________Holder

 

By _________

 

Title _________

 

Contributed by
Vacuum Technologies LLC
 
Name of Firm Vacuum Technologies LLC
Total Forms Contributed 53
 

See All Vacuum Technologies LLC's Forms
 

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Terms Of Use

Submissions to this site, including any legal or business forms, posts, responses to questions or other communications by contributors are not intended as and should not be construed as legal advice. You are strongly encouraged to consult competent legal council before engaging in any action based upon content contained on this site.

These downloadable forms are only for personal use. Retransmission, redistribution, or any other commercial use is prohibited. This includes reposting forms from this site to another site offering free legal or other document forms for download.

Please note that the donator may have included different usage terms regarding this form, and you agree to abide by these terms. It is highly recommended that you have a licensed attorney review any legal documents for which you are searching in order to make sure that your needs are being properly and completely satisfied.

Your use of this site constitutes your acceptance of our terms of use and your agreement to hold this site, its officers, employees and any contributors to this site harmless for any damage you might incur from your use of any submissions contained on this site. If you do not agree to the above terms, please do not proceed.

These forms are provided to assist business owners and others in understanding important points to consider in different transactions. They are offered with the understanding that no legal advice, accounting, or other professional service is being offered by these documents or on this website. Laws vary in the different states. Agreements acceptable in one state may not be enforced the same way under the laws of another state. Also, agreements should relate specifically to the particular facts of each situation. Therefore, it is important to consult legal counsel whenever utilizing these forms. The Forms are not a substitute for legal advice YourFreeLegalForms.com is not engaged in recommending or referring members on the site or making claims about the competence, character or qualifications of its participating members.
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