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 writ-ing of the Factor.
In determining gross earnings, an inventory is to be taken every........months, commencing with the........, .....
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
Federal tax which the Principal may be liable to pay. That part of the compensation determined by the........per cent.
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 receive in lieu and stead of said........per cent. of the earnings a compensation of........per cent. to be added to the 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.