-
Retailer (Secured Party):
[Retailer’s Name], a [business entity type] organized and existing under the laws of [State], with its principal place of business located at [Retailer’s Address]. -
Vendor/Supplier (Debtor):
[Vendor/Supplier’s Name], a [business entity type] organized and existing under the laws of [State], with its principal place of business located at [Vendor/Supplier’s Address].
Both parties, having the legal capacity to enter into this Agreement, agree as follows:
1. Purpose
1.1. This Agreement establishes a security interest in favor of the Retailer to secure payment and performance of all obligations related to the supply of goods, inventory, and merchandise under retail contracts or credit terms.
1.2. The Vendor/Supplier provides inventory, equipment, or other materials to the Retailer under agreed credit terms, and the Retailer holds a security interest in the Vendor’s merchandise or assets until full payment is made.
2. Grant of Security Interest
2.1. Security Interest – The Vendor grants the Retailer a security interest in the following assets (“Collateral”) to secure obligations under this Agreement:
- All inventory and merchandise supplied by the Vendor to the Retailer
- Equipment, fixtures, and related retail assets owned by the Vendor within the Retailer’s premises
- Any proceeds derived from the sale of the inventory
2.2. Obligations Secured – The security interest is granted to secure payment and performance of:
- Outstanding invoices for delivered goods
- Credit purchases, payment terms, or revolving credit accounts between the parties
- Lease or financial obligations related to store fixtures or equipment
2.3. Perfection of Security Interest – The Retailer may file a UCC-1 Financing Statement or take other necessary legal actions to perfect its security interest in the Collateral.
3. Vendor’s Responsibilities
3.1. The Vendor agrees to:
- Deliver merchandise in accordance with purchase orders and agreed terms.
- Maintain the quality and compliance of the inventory supplied.
- Ensure that any consigned goods are clearly marked as Retailer-owned property until full payment is received.
- Provide accurate records of all shipments, invoices, and inventory status.
4. Retailer’s Responsibilities
4.1. The Retailer agrees to:
- Make timely payments for received goods in accordance with agreed terms.
- Maintain proper records of inventory and payments.
- Allow the Vendor access to inspect inventory records upon reasonable request.
- Protect and secure inventory stored on the Retailer’s premises.
5. Default & Remedies
5.1. Events of Default – A party shall be in default under this Agreement if:
- Payment for inventory or related obligations is overdue.
- The Retailer becomes insolvent or files for bankruptcy.
- The Vendor delivers substandard, defective, or non-compliant goods.
- Either party breaches material terms of this Agreement.
5.2. Remedies Upon Default – If a default occurs, the non-defaulting party may:
- Seize or repossess the secured inventory from the Retailer’s location.
- Accelerate outstanding obligations, making all unpaid amounts immediately due.
- Suspend or terminate the supply agreement, preventing future deliveries.
- Pursue legal remedies to recover damages, costs, and attorney fees.
6. Insurance & Risk Management
6.1. Insurance Coverage – The Retailer shall maintain appropriate insurance covering loss, theft, or damage to merchandise held on the premises, naming the Vendor as an additional insured.
6.2. Liability for Loss – The Retailer assumes responsibility for any loss or damage to consigned or unpaid inventory, except in cases of force majeure events.
7. Confidentiality & Data Security
7.1. Both parties agree to maintain confidentiality of proprietary information, including pricing, trade secrets, and business operations.
7.2. Any exchange of customer data or sales analytics between the parties shall be secured and used strictly for business purposes.
8. Governing Law & Dispute Resolution
8.1. This Agreement shall be governed by and construed in accordance with the laws of the state of [State].
8.2. Any disputes shall first be resolved through good faith negotiations. If unresolved, disputes shall be submitted to binding arbitration under the rules of [Arbitration Body] in [City, State].
9. Termination & Consequences
9.1. This Agreement may be terminated by mutual consent or by either party providing [number] days’ written notice of termination.
9.2. Upon termination:
- All outstanding balances must be settled within [number] days.
- The Retailer shall return or purchase any remaining consigned inventory.
- Any security interests shall remain in effect until obligations are fully satisfied.
10. Miscellaneous Provisions
10.1. Amendments – Any modifications to this Agreement must be in writing and signed by both parties.
10.2. Severability – If any provision is deemed invalid, the remaining provisions shall remain in full force and effect.
10.3. Waiver – Failure to enforce any provision shall not constitute a waiver of future enforcement rights.
10.4. Entire Agreement – This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements regarding retail security arrangements.
11. Notices
All notices required under this Agreement shall be in writing and sent via certified mail, email, or in person to the following addresses:
-
Retailer (Secured Party):
[Retailer’s Name]
[Retailer’s Address]
[Email Address] -
Vendor/Supplier (Debtor):
[Vendor/Supplier’s Name]
[Vendor/Supplier’s Address]
[Email Address]
12. Signatures
IN WITNESS WHEREOF, the parties have executed this Retail Security Agreement as of the date first written above.
Retailer (Secured Party):
By: ___________________________
Title: __________________________
Date: __________________________
Vendor/Supplier (Debtor):
By: ___________________________
Title: __________________________
Date: __________________________