b. The Factors hereby guarantee the payment of all accounts arising from the sale of said merchandise approved by them, provided the merchandise so sold is finally accepted by the respective purchasers thereof without dispute, and agree to render account sales monthly within fifteen days after the end of each calendar month, of the sales charged to customers during the said calendar month. The present worth of the accounts receivable shown in such account sales shall be figured at the rate of......per cent. per annum as of their average due date, adding............days for slow collections, out of town checks and other items of expense, on the net amount of such sales, after deducting discounts allowed to purchasers and such present worth shall be passed to the credit of the Principal as of the last day of the calendar month. The sales referred to in subdivision a hereof, which are not guaranteed by the Factors, however, shall not be included in the account sales but shall be passed to the credit of the Principal when actually collected by the Factors. The Factors shall have no responsibility for claims by customers for shortages or loss of merchandise, differences in terms, freight, expressage, imperfections, delay, breach of warranty, rejection of merchandise or for any merchandise disputes. Should any purchaser reject said merchandise or refuse to pay the full purchase price thereof upon any such claim, the amount credited by the Factors to the Principal thereon, together with interest from the date of such credit, may be charged back to the Principal by the Factors, but the Factors shall have the right to retain the account receivable as security hereunder, and any merchandise returned by the customer shall be deemed merchandise consigned to the Factors hereunder. The Factors will credit the Principal with the amount of comissions it has theretofore charged the Principal on the amounts so charged back to the Principal.
c. The Factors shall, upon request, from time to time, lend and advance to the Principal..........per cent. of the market value of the merchandise consigned to them by the Principal, less trade discount and........per cent. Where the net market value is not established by actual sales, any difference between the Factors and the Principal as to market value is to be determined by arbitration in the manner specified in Paragraph 17 of this agreement. Where goods have remained in stock for one year, the market value of such goods for the purpose of estimating advances shall be determined by
................and the Factors shall not be required to have advanced thereon more than........per cent. of the net market value thereof as so determined. The Factors shall at no time be required to have outstanding advances exceeding $.......... The advances which the Factors shall be required to make shall in all cases be subject both to the limit of absolute amount hereinbefore set forth and also to the limit of percentages of collateral hereinbefore set forth. If the market price of consigned merchandise shall at any time depreciate so that the amount of advances exceeds the said percentages, then the Factors shall have the right to demand the consignment of additional merchandise, or the payment of cash sufficient to reduce the advances to within said percentages, and if the Principal should fail within..........days so to reduce them, then the Factors shall have the right to terminate this agreement. The Factors shall have a general lien on all merchandise consigned to them and the proceeds thereof for all advances, charges and commissions hereunder, d. Accounts current shall be rendered semi-annually and interest at the rate of........per cent. per annum shall be charged and credited thereon. Unless an account current is objected to in writing within............days from its receipt, it shall be deemed an account stated.
6. No signs shall be placed upon said premises without the Factors' express written consent and unless otherwise stipulated by the Factors, the only signs placed thereon shall read
................, factors for................, or and......
7. Any custody of merchandise consigned by the Principal or by any of its principals which the Factors may exercise shall be solely on behalf of the Principal.
8. The Principal shall pay all expenses of every kind in and about the selling and delivery of merchandise consigned to the Factors by it and by any of its principals. It shall at its own expense cover all such merchandise with insurance against loss by fire in companies and to amounts and under forms of policy satisfactory to the Factors, loss thereon to be payable to the Factors as their interest may appear, and shall also at its own expense cover all such merchandise with insurance against burglary and theft to the amount of $............in companies satisfactory to the Factors with loss thereon payable to the Factors as interest may appear. If the Principal shall at any time fail to take out and pay for any of said policies upon request of the Factors, the Factors shall have the right to take out and pay for such policies and charge the Principal with the premiums thereon. The Factors shall not be responsible for any loss by fire except to account for the proceeds of such policies.
9. In the event that in the opinion of the Principal the credit of any customer shall become impaired after the approval of an order by the Factors but before the delivery of the merchandise, the Principal shall be entitled to stop the delivery of such merchandise without liability to them.
10. Where merchandise is returned by customers for any reason whatever, it shall be and become at once subject to the factors' hen and such return shall be reported to the Factors immediately, and at all events by the Tuesday following the return, unless such Tuesday be a holiday and in that event on the Wednesday following such return. In no event shall the Principal return to any consignor any merchandise which has once been consigned to the Factors except with the express written permission of the Factors.