goods, or the sales thereof, and the Principal agrees that the Factor shall in no way be liable for any injury, damage to or loss of any goods or merchandise in its possession, whatsoever may be the cause of such injury, damage or loss.

9. The Principal shall have no authority to make any purchase, order or contract for the purchase of any goods or merchandise on behalf of the Factor, or to pledge the credit of the Factor for any purpose whatsoever, and shall have no authority to make any sale, or contract for sale, in the name of the Factor. 10. The salary of the representative of the factor, referred to in Paragraph "3," shall be chargeable to and borne by and paid by the Principal, except that the Factor agrees to pay the salary of the said representative to the extent of the portion of the said representative's time used in supervising credits and collections. The Factor shall not be responsible for any acts or omissions of the said person so designated, except as concerns credits and collections.

11. The Principal shall, at all times, maintain full and complete books of account at..... or at such other place in which such business is conducted, and such books of account shall contain full and complete records of all sales, purchases and transactions of any and every nature had by the Principal in its business, and said books shall at all times be open to the inspection and examination of the Factor, its representative designated as provided herein, its officers and any other representative whom it may authorize to inspect and examine said books, with full power to make transcripts of the whole or any part thereof, and the Principal shall, as often as it shall be required to do so by the Factor, render full and complete records and reports of all acts and transactions had by it.

12. That an account current shall be rendered monthly by the Factor to the Principal on or before the........day of each month, or as soon thereafter as said account can be made out, which account shall set forth the transactions during the preceding month, and in such account current interest shall be charged pro and con at the rate of.. .per cent. per annum. On said account, the Principal shall be credited with the amount of all sales which have been approved by the Principal, as provided for in paragraph “5” of this agreement, where the

......

merchandise so sold has been accepted by the customer and such sums shall be credited as of the average due date with interest charged up to such average due date plus........days which the parties agree shall constitute the average time lost in collections. Any accounts or claims which are not paid by customers because of anything other than the insolvency or impairment of credit of said customers shall be charged to the account of the Principal on the last day of the month during which said customers have refused to pay, with interest from the date of said charge.

13. The Factor shall receive, as compensation, for the services rendered under the terms of this agreement, and advances made to the Principal, an amount equal to........per cent. on the net amount of all sales made by the Principal, and on all moneys collected from insurance companies on policies covering goods or merchandise purchased by or consigned to the Principal, such compensation to be charged on the account sales monthly. It is agreed that the Principal shall enter into no transactions of any kind which shall not be subject to the terms of this agreement. The Factor shall also receive as additional compensation a sum of money to be determined as follows:

.per cent. of the earnings made by the Principal shall be paid to the Factor as such compensation, such earnings of the Principal to be computed by deducting from the gross earnings the necessary expenses for the carrying on of the business. Interest on capital shall be deducted as such expense; as a further expense, the salaries of the Managers shall be fixed as follows, and shall not be raised without the consent in writing of the Factor.

In determining gross earnings, an inventory is to be taken every........months, commencing with the...

In valuing merchandise, the cost or market value is to be taken whichever is the lower at the date of inventory. Fixtures shall be valued at cost less a depreciation of. . . . . . . . per cent. per annum. The compensation of the Factor shall be charged as an expense of the Principal, for all purposes, except the determination of the compensation itself, which shall be computed on the earnings determined as just indicated prior to and not subject to the payment of, or charges for any State or

.per cent.

Federal tax which the Principal may be liable to pay. That part of the compensation determined by the... of the net earnings, as aforesaid, shall be payable to the Factor it being agreed, however, that commencing with the the annual profits shall be the basis of compensation and should there be a loss shown in any one year, a payment having been made during the first half on a statement showing a profit for such first half, an adjustment is to be made between the parties; it being understood and agreed, however, that in no event is the Factor to be held accountable for any losses, the Factor merely being liable to repay to the Principal any profits made during the first half of a given year and paid on account of the annual profits which did not materialize. The Factor and Principal agree that the Factor may, subsequent to... give the Principal notice that instead of receiving the compensation based upon.. .per cent. of the earnings of the Principal, as just specified, the Factor shall

..per cent. of the earn

per cent. to be added to the

receive in lieu and stead of said... ings a compensation of..... aforementioned compensation of........per cent., upon the same terms and conditions and to be charged in all respects in the same manner as said ..per cent.; it being the intention of the parties that if the Principal exercises this option, that then said.. per cent. shall read.... ..per cent. in the first sentence of this paragraph, and that portion of this paragraph commencing with the words "the Factor shall also receive as additional compensation" and ending with the words "on account of the annual profits which did not materialize" shall no longer be in operation and effect between the parties. It is understood, however, that the Factor shall be entitled to all rights under this paragraph as it now exists, which shall have accrued prior to date on which change becomes effective.

14. The Factor shall, from time to time, whenever requested by the Principal so to do, lend to the Principal sums of money, which sums, however, shall not exceed........per cent., of the value of the merchandise at cost or market value, whichever is lower, and consigned under the terms of this agreement to the Factor and actually in the possession of the Factor.

The Principal will, whenever required by the Factor, inventory all such merchandise, at cost or market value, whichever is lower at the time of such inventory, and if, at any time, the value of such merchandise as so found shall be such that the total advances on the account current, together with the charges, compensation and interest due from the Principal to the Factor shall exceed the said.. ..per cent. of said value of the merchandise as so ascertained, the Principal will, upon days' notice, either pay to the Factor a sum sufficient to reduce the said indebtedness to within the said.... cent., or consign and deliver additional merchandise to the Factor sufficient to bring the indebtedness upon the account current within said limit, and upon the default of the Principal in so doing, the Factor may, at its option, terminate this agreement forthwith.

.per

15. The Factor agrees that it will, from time to time, when requested by the Principal, take consignment of goods and merchandise from........and that it will make advances on the same in sums not to exceed...

........

.per cent. of the value of all such merchandise which may be consigned to it, the value of such merchandise to be determined by the cost or market value thereof, whichever is lower, and said merchandise to be inventoried whenever requested by the Factor. The Principal agrees that it will perform all such agreements entered into between the Factor and said.. including among others any agreement to sell, and that no liability of any kind will attach to the Factor arising out of the consignment of said goods by.. which will not promptly be met by the Principal. The Principal agrees to keep, save, hold, defend and indemnify the Factor against all actions, proceedings, claims, demands, losses, outlays, costs, damages or expenses including legal fees which the Factor may, in any wise, incur, in defending or prosecuting, settling or discontinuing any proceedings or actions or claims or otherwise in consequence of the consignment of said goods by any......and the sale of such merchandise. The Principal further agrees to repay all advances made on said goods by any mills and the sale of such merchandise. The Principal further agrees to repay all advances made on said consigned goods, and further agrees that said consigned goods

shall be treated as goods purchased by the Principal under the terms of this agreement, in so far as the rights of the Factor are concerned, and that the Factor shall be entitled to the same compensation for the handling of such goods as provided for in paragraph "13," and that the Principal shall be liable for all merchandise losses in relation to said goods, as provided for in the event of purchased goods under the terms of this agreement, and that the liability of the Principal, in so far as said goods are concerned, shall be the same as its liability hereunder in the event said goods have been purchased by it. That the sales of such goods shall also be subject to all the provisions of this agreement, and that accountings shall be made for the same at the same times and upon the same terms and conditions as hereinbefore provided for goods purchased by the Principal or sold by it. It is agreed that as between the parties hereto, the Factor assumes no greater liability as to goods consigned to it by...... pursuant to this agreement, than the liability assumed under the terms of this agreement, if the said goods had been purchased by the Principal, directly. Upon the sale of such goods, providing sales are made in accordance with the terms of this contract, the Factor assumes the liability for credit risks assumed by it upon the sale of goods purchased by the Principal and sold under the terms of this agreement.

16. The Factor shall have possession of the premises, or of any other premises used in connection with the business of the Principal, the lease for such premises being in the name of the Factor, and the rent, however, to be paid by or chargeable to the Principal, which shall have use of the premises necessary for the conduct of its business, except such part as is used by the representative of the Factor, the Principal agreeing to indemnify and hold harmless the Factor from any and all liability arising out of said lease; the Principal further agreeing to promptly comply with all the terms of the same, and agreeing to be liable for all expenses incurred in or about said premises of any and every nature whatsoever arising out of the occupancy of the same by the parties. The Factor shall at all times be entitled to and shall have exclusive possession of the premises aforementioned, and shall, at all times, have title to and exclu