Williston - Sections 90, 279, 280, 663, 1406, 1446, 1645,
1700n.; Champion Spark Plug Co. v. Automobile Sundries Co., 273 Fed. 74.
in the following described territory, viz.:
(If it is intended to give agent exclusive rights on all products of the Principal whether then existing or afterwards acquired, add "whether now owned, possessed or distributed by the Principal or hereafter acquired.")
3. The Principal agrees to sell its products above described to the Agent at the following prices:
4. The Principal agrees to properly pack and securely strap goods ordered by the Agent and to deliver same f. o. b.........
5. The Agent shall pay the Principal promptly for all goods sold under this agreement and delivered to the order of the Agent during the last preceding calendar month and the Agent shall be entitled to a discount of................per cent. for cash paid on or before the tenth of the month following purchases.
6. The Principal agrees that during the life of this agreement, it will not sell or cause any of its articles to be sold in the above-described territory except through the Agent and to refer all inquiries concerning its product from the above-described territory that may be received by it through any source or by any means whatsoever, to the Agent for attention. It is understood and agreed that this means all local export commission houses that are generally known or described as such and whose inquiries indicate that the product is for consumption in foreign countries.
7. The Agent agrees to use its best efforts in the promotion and sale of the product of the Principal in the above-described territory, and through its agencies, travelling representatives, correspondence and other methods at its command to promote and increase the business in the products of the Principal; to appoint agents and sub-agents in and for various countries of the world and to act for the Principal in a manner befitting its position as sole agent.
8. The Principal shall as far as it is able furnish the Agent promptly with such qualities of any of its products as the Agent may require, shall not advance the prices on its product to the Agent beyond those in effect on the date of execution hereof and shall give the Agent at all times the benefit and advantage of its lowest published prices and discounts on its products; shall furnish the Agent from time to time with reasonable quantities of literature and cuts for circularizing and promoting the sale of the products contemplated by this agreement, such literature to bear the name of the Agent as sole foreign distributor for the product of the Principal; and shall save the Agent harmless from all liability in law or equity for infringement of rights and patents held by other corporations or individuals that may result from the sale of the products of the Principal.
9. The Principal shall upon the receipt of any defective goods sold under this agreement, when such goods may be shown to have been originally defective in material or workmanship, replace or restore the same to the satisfaction of the Agent.
10. The Agent shall order not less than................
...........................of assorted sizes in lots of.....
...........or over as its needs may require during the first year of the term of this agreement and an increase of..........
................(......%) per cent. each succeeding year over the preceding year during the term of this agreement and failing to do so the Principal may at its election at any time thereafter terminate this agreement by giving not less than
..........days' notice in writing to the Agent. The above prices shall prevail during the life of this agreement, except that in case the first party should change its printed domestic wholesale price of........cents for..........and...........
cents for................, the same ratio shall be preserved after............months' due notice from the Principal to the
Agent to enable them to adjust their prices with foreign distributors and to take care of such orders as may be in transit after any increased prices may go into effect locally. It is further agreed that...............furnished the Agent at the special prices herein indicated are for export only.
11. The Agent agrees to push the sale of................
in preference to any other makes, but does not agree not to sell any other..........for which it may receive orders.
12. It is agreed and understood that the Principal does not obligate itself to make deliveries of the orders if prevented by any cause from doing so, but that all orders placed by the Agent and not filled by the Principal shall be considered as sales made by the Agent in calculating the number of.............
sold by it within any certain year or period of this agreement.
13. It is understood and agreed that the Agent shall have the privilege of cancelling any orders placed with the Principal that shall not have been filled by the Principal within........
days after date of the Agent's orders, such orders to be credited to the Agent on its volume business as herein specified.