Guild Jewels is a Delaware Limited Liability Corporation
This Operating Agreement (the "Agreement") is made effective as of February 1, 2015 by and among and those Persons (the “Members”) identified in Exhibit A.
In consideration of the mutual covenants and conditions herein, the Members agree as follows:
Guild Jewels LLC.
SERVICE AGREEMENT AND INVENTORY LIEN
608 5th Ave # 609
NYC, NY 10020
212-937-1066; F 212-957-0534
This Service Agreement and Inventory Lien (this “Agreement”), is by and between the undersigned Customer (by its authorized agent, below) and Guild Jewels LLC (“Guild Jewels”), and is effective as of the date that this Agreement is accepted and executed by an officer of Guild Jewels (“Effective Date”). WHEREAS, the Customer and Guild Jewels (the “Parties”) wish to enter into an agreement under which Guild Jewels will provide certain membership and related services to the Client;
WHEREAS, the Parties desire to secure the payment of Customer debts by executing this Agreement, whereby the Customer shall grant Guild Jewels a lien interest in and to all of their solely owned inventory deposited into the Guild Jewels Trading Network, to be held as collateral;
NOW THEREFORE, In consideration of the mutual covenants contained in this Agreement and other valuable and good consideration, the Parties do agree to all of the terms and conditions set forth herein, as follows:
1. SERVICES. The services Guild Jewels will provide to the Customer (the “Member”) are: Membership to the Guild Jewels.com Trading Network, where Members will be able to: (a) Deposit their solely owned inventory into the Trading Network, at below cost price, where it is published on Guild Jewels.com for other Members to select on memo– (b) Withdraw new inventory every 4 months at below-market cost – Merchandise is delivered on a return consignment basis; and (c) A comprehensive system of asset protection includes , integration of multiple layers of insurance, block policy protecting merchandise in hub, in transit and in outside locations, UCC filings, contractual guarantees binding members merchandise as lien against unpaid debt on sold merchandise from the Guild Jewels network, and centralized control of all transportation
2. TERM AND TERMINATION. The term of this Membership is for one year and shall commence upon the Effective Date. At the end of the initial term for the Membership, the term shall renew for successive one year renewal terms until terminated pursuant to this Agreement. Either party may prevent renewal of this Agreement by providing at least 30 days written notice to the other party prior to the end of the initial term or a renewal term.
3. BILLING AND PAYMENT. Billing for the Services and Fees commences upon acceptance. Guild Jewels shall bill the Customer, and the Customer shall pay in accordance with the following: (a) annual membership fee of $500.00 per member organization “Membership Fee” shall be due within 30 days of the Effective Date, and the same date thereafter for successive one year renewal terms; (b) A fee of 15% of the owners consignment price is reduced on remittance to owner sold though the network “Seller’s Commission Fee” (c) A 15% fee, from owners consignment price, is charged to the consignee when an item withdrawn from the network is sold by the consignee “Buyer’s Premium Fee”; (d) A fee of $30 to cover shipping and handling costs “Shipping And Handling Fee”. This fee shall include insurance of up to $50,000 per package; will be automatically deducted from your account. Except where provided, all fees shall be billed at the end of the month in which the fee reported/ incurred. Customer shall pay Guild Jewels all invoices within 30 days after the invoice date. Such fees shall be paid in the form of a check made payable to “Guild Jewels LLC” or by such other manner as is acceptable to Guild Jewels. Should Customer elect to dispute an invoice, it must do so by written notice to Guild Jewels within 30 days after the invoice date. Such notice of dispute may be sent to: Guild Jewels LLC, 608 Fifth Avenue, Suite 609, New York, NY 10020
Upon the event that the Member’s payment of a Buyer’s Premium Fee becomes 30 days past due: (a) all Debts owed by the Member to Guild Jewels become immediately due and payable in a single lump sum; (b) Member must immediately return all Guild Jewels inventory in their possession and will neither be allowed to withdraw new inventory nor have their solely owned inventory returned from the Trading Network system, until all Debts owed by the member to Guild Jewels are paid in full. Upon the event that payment of invoices owed by a Member to Guild Jewels become sixty (60) days past due, pursuant to the rights created in Section 4, below, with respect to the Lien Interest in the Collateral and for the purpose of satisfying the Member’s outstanding Debts, Guild Jewels may sell or otherwise dispose of any or all of the Member’s inventory and apply the proceeds toward payment of the Debt: (a) proceeds in excess of the amount of the Debt will be credited to the Member’s Account and any of Member’s remaining inventory will be returned to the Member; and (b) the Member remains obligated and agrees to pay any amount of Debt that remains after the application of the Proceeds. And, the Parties mutually agree, that time is of the essence on all undertakings.
GRANT OF LIEN INTEREST IN THE COLLATERAL. In consideration of any Debts, now or hereafter existing, owed by the Customer to Guild Jewels, and as collateral for the purpose of securing the full and timely payment of such Debts; the Customer hereby grants Guild Jewels a continuing, first priority Lien Interest in all of the Customer’s solely owned inventory deposited into the Trading Network system (the “Collateral”), and for the benefit of Guild Jewels.
This Agreement shall apply to all Debts, now or hereafter existing, owed by the Member to Guild Jewels, regardless of how the Debt accrues or is evidenced and without the necessity of referring to this Agreement.
5. CUSTOMER’S REPRESENTATIONS, WARRANTIES AND COVENANTS. The Member represents warrants and agrees with Guild Jewels, and which shall survive execution and delivery of this Agreement, as follows: (a) The Member has full right, power and authority to execute and deliver this Agreement and to grant the Lien Interest in the Collateral as provided herein. (b) The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or company action. (c) This Agreement has been duly executed and delivered by the Member and constitutes the legal, valid and binding obligation of the Member; enforceable against the Member in accordance with its terms. (d) The grant of the Lien Interest in the Collateral existing on the date hereof constitutes, and, as to subsequently acquired Collateral, will constitute, a valid and perfected continuing first priority Lien Interest, superior to the rights of any other person, in and to the Collateral. The rights, powers and remedies of Guild Jewels herein provided are cumulative and not exclusive of any rights, powers or remedies which Guild Jewels would otherwise have.