Williston - Secs. 484,446 n., 655,720 n.;

Ludvigh v. American Woolen Co., 231 U. S. 522; 34 Supreme

Court Reporter 161. Collier on Bankruptcy; (12th Edition, pp. 1069 and 1149).

Agreement made...........between.............hereinafter called .the Consignor, and............hereinafter called the Consignee,


1. THe Consignor agrees to deliver from time to time such goods, wares and merchandise as it in its judgment sees fit, and the Consignee agrees to accept possession of said goods, wares and merchandise upon the following terms and conditions, to wit:

2. The Consignee agrees to accept possession of the goods, wares and merchandise from the Consignor, and to hold and care for the same as the property of the Consignor, it being agreed that the title to said merchandise, or its proceeds, is always vested in Consignor, and such merchandise shall be at all times subject to and under the direction and control of the Consignor. The title to said merchandise shall pass directly from the Consignor to such person or persons to whom the same shall be sold in the manner and upon the terms herein contained.

3. The Consignee agrees to keep said merchandise fully insured for the benefit of and in the name of the Consignor in fire insurance companies approved by Consignor.

4. The Consignee agrees to sell such merchandise to such persons as they shall judge to be of good credit and business standing, and to collect for and in behalf of the Consignor all bills and accounts for the merchandise so sold, and to immediately pay to the Consignor any amount collected as aforesaid immediately upon its collection, minus, however, the difference between the price at which said merchandise so collected for has been invoiced to the Consignee and the price at which said merchandise has been sold as aforesaid by the consignee,

5. The Consignee hereby guarantees the payment of all bills and accounts for merchandise, possession of which is delivered under this agreement, and hereby agrees in case any merchandise delivered under the provisions of this agreement by the Consignor to the Consignee is not accounted for to the Consignee under the provisions of Clause 4 of this agreement, to pay to the Consignor the invoice price of said merchandise, and thereupon title to said merchandise, or to the proceeds thereof, so paid for shall pass to the Consignee and shall be exempted from the provisions of this agreement.

6. The invoices sent by the consignor to the Consignee are to be subject to the usual trade discounts of..... ..........

7. The Consignee agrees that except in............. it will not, during the continuance of this arrangement, engage in the merchandising, in any manner, of any fabrics, except as herein provided.

8. This agreement shall continue for one year. If, for any reason, this agreement terminates, all of the merchandise, possession of which is held by the Consignee under this agreement, shall at said termination be immediately returned to the possession of the Consignor.

9. The Consignee agrees to execute any and all other documents which the Consignor shall deem advisable in order to carry out the purpose of this agreement.

10. Any breach on the part of the Consignee of any of the agreements herein contained shall, at the option of the Consignor, terminate this agreement.