11. In the event that the Principal shall be adjudicated a bankrupt or shall file a petition in bankruptcy or shall make a general assignment for the benefit of creditors or shall have a receiver appointed voluntarily, then in either of such events the Factors may, at their option, terminate the agreement, and the rights of the parties as to payment of moneys due to the Principal, collection of accounts, sales of merchandise or other collateral shall be governed by the provisions of this agreement.
12. For their services hereunder the Factors shall be entitled to receive from the Principal and the Principal shall pay the sum of $............each month, and in addition thereto, commissions on all sales made by the Principal both for its own account and as selling agent for any principal during the term of this agreement as follows:
........per cent. on the net amount of all sales up to $..............made during each year of the term of this agreement;........per cent. on the net amount of sales exceeding $............and up to $............during each such year; and........per cent. on the net amount of sales exceeding this amount in any such year. All commissions shall be figured upon the amount of the bills to customers, deducting trade but not time discounts and shall be payable at the end of each month in which the goods are charged to the customer, value as of the middle of such month. In figuring said amounts of sales, however, there shall not be included such sales as are made without the del credere of the Factors pursuant to Paragraph 5 a, of this agreement, and upon such sales the Factors shall be entitled to receive the commission of........per cent. as hereinbefore set forth, nor shall there be included sales of............where the merchandise has not been advanced upon by the Factors or consigned to them and upon sales of such............the Factors shall be entitled to a commission of........per cent. if the............
are sold at cost or above and to no commission if they are sold below cost, but the Factors' guarantee as hereinbefore set forth shall not apply to any such sales of............ Where the contract between the Principal and the consignor for whom the Principal acts as selling agent provides as does the said contract with the................for the debit by the Principal to the said consignor of an entire amount of commission to cover the compensation both of the Principal and the Factors, the compensation which the Factors are to receive shall none the less be governed by the terms of this agreement and the said commissions shall be adjusted as between the Principal and the Factors in accordance with the terms of this agreement. Nothing herein contained, however, shall be deemed to obligate the Principal to pay any commissions whatever to the Factors on behalf of such consignors excepting to the extent that the Principal shall have actually received said commissions for the Factors' account from such consignors.
13. At the end or sooner termination of this agreement the
Principal covenants to pay to the Factors, within..........
days thereafter all advances, charges and commissions with interest thereon due to the Factors hereunder, and in the event that such indebtedness is not so paid, then at the expiration of said..........days from the said end or sooner termination of this agreement, the Factors shall have the right to sell the merchandise consigned to it at public or private sale without further notice and for cash or credit and to apply the proceeds thereof after deducting the actual selling expense to the payment of the Principal's indebtedness to them. Where any such sale is made on credit, however, the Factors guarantee the payment thereof in the manner and subject to the exceptions and limitations set forth in this agreement as affecting sales made under the agreement, and on such sales the Factors shall be entitled to charge and receive the same commissions to which they would be entitled for sales made under the agreement. When the proceeds of such sales have reached an amount sufficient to pay the Factors their advances, interest, charges and commissions hereunder, no further sales shall be made by the Factors. The remedy herein conferred is not intended to be exclusive, and the Factors may resort, in addition thereto or in lieu thereof, to any legal remedy for the enforcement of their rights. The Factors shall also have the right upon the termination of this agreement to retain a reasonable sum of money or a reasonable amount of merchandise in their hands for a period of............days after the last sales are made to indemnify them against any claims of purchasers of an offset or counterclaim or right to reject merchandise upon sales theretofore credited by the Factors to the account of the Principal unless otherwise indemnified by the Principal against such claims in a manner satisfactory to the Factors.
14. If this contract shall terminate by reason of any breach thereof on the part of the Principal, or by reason of the bankruptcy, assignment or receivership proceedings of the Principal as set forth in Paragraph 11 hereof, or, if at the termination thereof the Factors shall be willing to extend the term of this agreement but the Principal shall be unwilling so to do, but not otherwise, the Factors shall be entitled to charge and receive from the Principal a transfer commission of........per cent, on the amount of merchandise on hand at the time of said termination and consigned to the Factors.
15. The term of this agreement shall begin on the.........
day of................, at which time all the existing transactions between the Factors and the Principal shall be deemed to be subject to the terms of this agreement and all merchandise at that time consigned to the Factors and all sums due either to or from either of the parties to the other shall be and become subject to the terms of this agreement. The term of this agreement shall expire on the............day of.......... If at any time, however, during the term of this agreement the contract entered into simultaneously herewith between the Principal and................should terminate pursuant to any of the terms of said agreement, then and in that event the Factors shall have the option to terminate this agreement.
16. At the end or sooner termination of this agreement and notwithstanding that it shall determine in all other respects it shall continue in force in the following respect: The Factors covenant that they will permit the Principal to continue to have such occupancy of and access to that portion of the premises................, which is demised to the Factors by lease dated................between themselves as tenants and..............as landlord for the term demised in said lease, the said occupancy on the part of the Principal to be of the same character and subject to the same limitations hereinbefore set forth as affecting the Principal's rights to access or occupancy during the term of this agreement, and the Principal covenants that it will pay to the Factors monthly on the first day of each and every month during the balance of said term, namely: ................, the sum of $...............on the 1st day of each month up to.............., etc. In the event that the Principal should be in default for a period of
..............days in making any one of said payments, then the Factors shall be relieved of their obligations under this paragraph and the Principal shall be liable to the Factors for any loss that the Factors may sustain upon re-letting, subletting or assigning the balance of the term of the said lease.
If requested so to do by the Factors, the Principal will sign a sub-lease from the Factors of the said premises upon a form of lease identical with the form of lease from the said............
to the Factors and at the same rental for the balance of the said term and beginning on such day as the Factors shall specify.
The Factors shall during the term of this agreement be entitled to deduct the sum of $............in each and every year in semi-annual payments on or about the............
day of..............and the............day of...........
in each year beginning................from sums otherwise payable hereunder to the Principal. The said moneys shall draw interest at........per annum, and be held by the Factors as collateral security for the faithful performance by the Principal of its obligations hereinbefore set forth in Paragraph 12 hereof to pay the sum of $............each month and also as collateral security for the faithful performance of all of the covenants on the part of the Principal specified in this Paragraph 16 and also of all of the covenants and conditions contained in said sub-lease if made, and also as collateral to indemnify the Factors against all loss for which the Principal is liable under the provisions of this Paragraph 16.
17. If, at any time while this contract is in force, or at any time thereafter, any dispute, difference or question shall arise between the parties hereto touching any matters whatsoever herein contained, then every such dispute or question shall be referred to the arbitration of two disinterested merchants, one to be chosen by each of the parties to the dispute, and if the parties so chosen cannot determine such dispute or question, they will select a third person to decide, and his decision shall be binding upon the parties hereto. A bona fide attempt at such arbitration shall be a condition precedent to any action at law to be taken by either of the parties hereto.