Greey v. Dockendorff, 231 U. S. 513, 34 Sup. Ct. Rep. 166;
Van Iderstine v. National Discount Co., 227 U. S. 575, 33 Sup. Ct. Rep. 343;
Coder v. Arts, 213 U. S. 223, 29 Sup. Ct. Rep. 436.
Agreement made this..........day of.........19...
The Company agrees to secure funds and out of same to advance to the Customer from time to time........per cent.
on confirmation of the net face value of such accounts as may be accepted by the Company upon the following terms and conditions:
1. The Customer may submit all his orders to the Company for approval of credit.
2. The Customer shall deliver to the Company a correct original and duplicate invoice for goods actually sold and delivered with original shipping receipts or bills of lading, and an assignment of the account upon the form attached hereto, and made a part of this agreement. The Company reserves the right to cancel its approval of any order or part thereof.
3. Should the Company disapprove of an order, the Customer may fill said order, but the account must be assigned as other accounts, and is to be held as security for all obligations of the Customer to the Company, subject to all the conditions contained in this agreement.
4. It is understood and agreed that the Company in no wise guarantees payment of any account.
5. It is further agreed that the Company will credit the Customer with all sums of money realized from the collection of accounts, and that said accounts transferred and assigned to the Company, together with any and all other accounts, sums of money, debts and demands, whatsoever, belonging to said Customer and which may be received by the Company, shall be held as general security for any and all advances, claims, debts, dues and demands of the said Customer, due or to become due, or that may hereafter be contracted with the Company, together with the charges and expenses of the Company specified in the Fifth, Sixth, Seventh and Tenth paragraphs of this agreement, with full right and power to the Company to demand such additional security as it may deem necessary, the said Customer to remain liable to the Company for any deficiency resulting from said Accounts.
6. The Customer authorizes and empowers the Company by its officers to endorse the name of the Customer on any and all checks, vouchers, notes, drafts, or other negotiable instruments or commercial paper which may be payable to the order of the Customer or endorsed over to the Customer, and receive remittances for accounts assigned and transferred to the Company, as aforesaid, or otherwise; to collect and receive all moneys, to give its receipt therefor, to sue for, compromise, settle and collect said accounts in its own name, or in the name of the Customer, or otherwise, it being distinctly understood that all and every expense incurred in the collection of accounts together with attorneys' fees, are to be charged to and paid by the Customer.
7. The Customer agrees to pay to the Company in cash or allow the Company, if it so elects, to retain from any money collected or received upon the accounts of the Customer, a commission of........per cent. on the gross amount of accounts of the Customer to reimburse the Company for services rendered or to be rendered in the collection of the accounts, assisting in extending credit, securing references and reports and generally assisting the Customer with his credit department. The Customer also agrees to reimburse the Company for such outlays as exchange on checks, and postage.
8. The Company shall further be entitled to charge interest at the rate of six per centum per annum on all moneys advanced by it to the said Customer.
9. All invoices of accounts transferred to the Company as aforesaid, shall contain thereon the statement that the Company may notify the debtors that the said accounts have been transferred and are payable to the Company; should any moneys on any account on which advances have been made by
- the Company, be collected by the Customer, the identical checks or moneys constituting such remittances shall be immediately handed over to the Company.
10. The Customer hereby guarantees the correctness and bona fides of all accounts assigned, and payment of same, and that all merchandise sold, shipped and delivered and constituting such accounts will be packed under personal supervision and legibly marked with the address of the consignee and delivered to common carriers against their receipt or bills of lading to be forwarded to their respective destinations.
11. Should any debtor from whom any account is owing die, or make a general assignment, or any transfer of his, her, its or their property, or should a judgment be taken against such debtor, or any such debtor become insolvent as construed by the Bankruptcy Laws, or should any account become due and owing, according to the terms of invoice and not be paid, then the Customer upon demand of the Company shall pay the said Company in cash, or allow the said Company, if it so elects, to deduct from any balance, which it may have on hand, or out of any sum which it may hereafter have on hand, or out of any sum which it may hereafter have on hand to the credit of the Customer, any advances made on such account, together with the charges of the Company, specified in the Fifth, Sixth, and Seventh clauses of this agreement.
12. Should any Customer indebted to the Company make a general assignment or any transfer of his, her, its or their property or should a judgment be taken against such Customer or should such Customer become insolvent, or should proceedings in Bankruptcy be instituted against such Customer, or should any such Customer become insolvent as construed by the Bankruptcy Laws of the Company shall have the right to place all accounts transferred to it as aforesaid, due or to become due, in the hands of its attorneys, or collection agency, and in addition to the charges and expenses hereinabove specified, the account of the said Customer shall be changed with and the said Customer shall pay all and every expense incurred in the collection of said accounts, together with a charge of ten per cent fees on each and every account turned over for collection as aforesaid.
13. Should the Customer allow any claim or deduction on any account assigned to the Company, notice thereof must be immediately given by the Customer to the Company, and thereupon the Customer shall pay in cash or allow the said Company, if it so elects, to deduct from any balance which it may have on hand, or out of any sum which it may thereafter have on hand to the credit of the Customer for the claim allowed.
14. Should any goods be returned to the Customer on any account assigned to the Company notice thereof must be immediately given by the Customer to the Company, and it shall be optional with the Company either to retain its title to the merchandise returned and to take possession of the same, or to surrender the same upon receiving payment therefor in cash, or at any further option of the Company to deduct the value of the goods returned from any balance which it may have on hand to the credit of the Customer.
15. Should any goods, on accounts assigned by the Customer as aforesaid, be returned to the Company, the said Company shall have the right to take, hold, assign, warehouse, store, sell, transfer or set over the said returned merchandise in whole or in part, and receive the proceeds of the said returned merchandise, and shall credit the customer with all sums of money realized thereon, less the expense of so doing of the Company.
16. The Customer agrees that any account transferred to the Company will have the transfer properly entered in his ledger stating that this account is the property of.........
17. The Company or its representatives shall have the privilege of investigating the bona fides of all accounts upon which advances have been made to the Customer.
18. The Customer agrees not to procure advances on any accounts from any sources other than the Company during the continuance of this agreement, and will assign all the accounts of the Business to the Company as soon as the merchandise is shipped, and furthermore gives to the Company the privilege to examine all the books used in connection with the Customer's business at any time that the said Company may desire.
19. This agreement shall be a continuing one, subject to a discontinuance upon notice by either party to the other, the Customer, however, reserving the right to discontinue this agreement by settling his account with the Company in full.
20. The foregoing statement, representations and covenants are made by the Customer for the express purpose of inducing the Company to enter into this agreement, and to make advances to said customers on accounts as hereinbefore set forth. The waiver in any instance by the Company of any of its rights, privileges or options hereunder shall not operate as a waiver in any other instance.
21. The within agreement shall be binding on and enure to the benefit of the said parties, their legal representatives and assigns.