TERMS AND CONDITIONS
This Consignment creates a contract of bailment between YASHITA SOLITAIRE LLC. ("Bailor") and Customer ("Bailee"). YASHITA SOLITAIRE LLC. agrees to deliver, and Bailee agrees to accept for inspection, only the merchandise described on the MEMO of this document ("Consigned Merchandise"). Bailee shall promptly inspect all Consigned Merchandise upon receipt and shall return to YASHITA SOLITAIRE LLC. any defective or non-conforming Consigned Merchandise within seven (7) days of its receipt by Bailee.
Bailee's failure to inspect the Consigned Merchandise or return any defective or non-conforming Consigned Merchandise within said period shall be deemed a waiver of any right of Bailee with respect to rejection for non-conformity of the Consigned Merchandise or defects. The Consigned Merchandise shall be returned to YASHITA SOLITAIRE LLC. upon demand and in good condition, and if not so returned, the amounts referred to on this document shall become immediately due and owing. Title to the Consigned Merchandise shall remain in the name of YASHITA SOLITAIRE LLC. until YASHITA SOLITAIRE LLC. has been paid in full for said Merchandise.
Bailee shall be held liable to YASHITA SOLITAIRE LLC. and its successors in interest for any loss or damage to the Consigned Merchandise resulting from fire, theft, breakage, or any other cause whatsoever. Bailee hereby grants to YASHITA SOLITAIRE LLC. a security interest in all assets of the Bailee (blanket lien) and consents to the filing of a Form UCC-1, or similar form, in all appropriate jurisdictions for the amount of the Consigned Merchandise. Said UCC-1 filing may be made by YASHITA SOLITAIRE LLC. when the Consigned Merchandise is given to the Bailee for inspection pursuant to the Consignment Agreement and shall remain until YASHITA SOLITAIRE LLC. has been paid in full. Bailee shall immediately name YASHITA SOLITAIRE LLC. as an additional insured on any and all applicable insurance policies with respect to the Consigned Merchandise and agrees and authorizes YASHITA SOLITAIRE LLC. to contact, and be paid directly by, the insurance company for its losses and damages. Delinquent accounts shall be charged the highest legal rate permissible under New York City and New York State law only, or 1.5% per month, whichever is lower. In case legal action is required to enforce the terms of this Consignment, the prevailing party shall be entitled to recover costs and reasonable attorneys' fees. All amounts due and owing to, or for the benefit of, YASHITA SOLITAIRE LLC. by Bailee shall be referred to as the "Indebtedness." New York law shall govern this Agreement. Bailee hereby consents to the jurisdiction of the courts located in New York. For purposes of this Agreement, the place of the making of the contract, and the place of delivery of the Consigned Merchandise, shall be the offices of YASHITA SOLITAIRE LLC. located in New York City, NY, USA.
GUARANTY
In order to induce YASHITA SOLITAIRE LLC. to extend credit to Bailee, by my signature, I personally guarantee (even though I may place a title or other designation next to my signature) to jointly and severally pay to YASHITA SOLITAIRE LLC. all indebtedness of the Customer at any time arising under, or relating to any purchases or merchandise delivered hereunder, whether by bailment, purchase, or consignment, including but not limited to attorneys' fees, costs, loss, or damage. As a guarantor, I consent to YASHITA SOLITAIRE LLC.'s release or substitution of any other guarantor, or the Customer, or any extension, modification, acceleration, renewal, or increase of the Customer's duty to make payment or return the merchandise. As a guarantor, I waive: (a) presentment, demand, notice, protest, notice of protest, and notice of non-payment; (b) any right that I might have had under New York common law; or (c) the right to insist that YASHITA SOLITAIRE LLC. first proceed against the Bailee, or any security posted by the Bailee. In case legal action is required to enforce the terms of this Guaranty, the prevailing party shall be entitled to recover costs and reasonable attorneys' fees. New York law shall govern this Agreement, and the exclusive venue for suit shall be in the courts located in New York, NY. Guarantor hereby consents to the jurisdiction of the courts located in New York.