GENERAL TERMS AND CONDITIONS

Agreement made, in effect on date signed, by and between Posh Baby LLC, of 920 Kaster Arch, City of Virginia Beach, County of Virginia Beach, State of Virginia, subsequently referred to as Posh Baby, and consignee whose signature, name and address appear on this Agreement.

RECITALS

The parties recite and declare:

1. Posh Baby conducts a consignment business which sells children’s items at semi-annual sales in Virginia Beach.
2. Consignee desires to arrange for the sale and distribution of her merchandise at this sale.
3. Posh Baby has agreed to undertake the marketing of consignee’s merchandise on the terms set forth in this Agreement.

In consideration of the above recitals, the terms and covenants of this Agreement, and other valuable consideration, the receipt of which is acknowledged, the parties agree as follows:

SECTION ONE: MERCHANDISE

1. Consignee agrees to the quality requirements set forth on the Posh Baby website including, but not limited to the following:
   1. Consignee is original owner of car seat. Car seat is less than five years old, never been in an accident, and is not on a recall list.
   2. Large items are less than 10 years old.
   3. No consigned items are on a recall list.
2. Consignee takes responsibility for checking for recalls on her items.
3. Posh Baby shall not be responsible for any loss of or damage to merchandise while it is under their control.
4. Posh Baby shall in no event be responsible for negligence of consignee.

SECTION TWO: SALE OF MERCHANDISE

1. Posh Baby shall devote their best efforts to the sale and distribution of consignee’s merchandise at the sale referred to above.
2. Posh Baby shall not be responsible for unsold items due to missing or stolen tags.
3. All sale prices shall be fixed by Consignee.
4. Posh Baby shall not sell Consignee’s merchandise at less than the authorized prices which will be specified on item tags.

SECTION THREE: COMPENSATION

1. A. As soon as practical after the sale, Posh Baby shall remit to consignee net sales in accordance with the percentage set forth on the website.

SECTION FOUR: MANAGEMENT OF BUSINESS

1. Posh Baby shall have entire charge of the management and operation of their business; they shall furnish all equipment and vehicles, and hire and pay the wages of all assistants and employees required for the operation of their business.
2. Consignee reserves no supervision or control over Posh Baby in the facilities, employees, and methods to be used and employed by Posh Baby in carrying out the purposes of this Agreement

SECTION FIVE: TITLE TO MERCHANDISE

Consigned merchandise shall remain the property of consignee until sold in the regular course of business.

SECTION SIX: GOVERNING LAW

It is agreed that this agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Virginia.

SECTION SEVEN: ATTORNEY FEES

In the event that any action is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party’s attorney fees.

SECTION EIGHT: EFFECT OF PARTIAL INVALIDITY

The invalidity of any part of this Agreement will not and shall not be deemed to affect the validity of any other part. In the event that any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

SECTION NINE: ENTIRE AGREEMENT

This agreement shall constitute the entire Agreement between the parties. Any prior understanding or representation of any kind preceding the date of this agreement shall not be binding on either party except to the extent incorporated in this Agreement.