This contract entered into at------------ , by and between the X. Y. Company, of --------, a corporation duly organized under the laws of --------, party of the first part, and C. D., of--------, party of the second part, Witnesses:

That said party of the first part, in consideration of the promises and agreements herein contained, has this day appointed, and does by these presents hereby appoint, said party of the second part as its duly authorized agent in the City of --------, for the sale, on commission, of the consigned goods, wares and merchandise hereinafter described.

Said party of the first part, in consideration of the promises and agreements of said party of the second part herein contained, hereby promises and agrees:

1. To furnish and consign to said party of the second part, whenever and as long as said party of the first part may have the same in stock to enable it so to do, the goods, wares and merchandise specified on the schedule hereto annexed, or on schedules or written requests of said party of the second part hereafter made; said schedules or written requests to specify the net amounts to be received by said party of the first part for said goods, wares and merchandise after the same shall have been sold by said party of the second part as such agent, and when said schedules or written requests, properly signed by said party of the second part, have been accepted by said party of the first part, the same shall be annexed to this contract and made a part hereof, subject, however, to all the agreements and conditions hereof;

2. To allow to said party of the second part by way of reimbursement for the transportation charges, insurance, taxes and other expenses paid by said party of the second part, and as commission to said party of the second part, for services in selling said goods, wares and merchandise, all the surplus amounts realized from said sales, over and above the net amounts specified in said schedules or written requests; and in addition thereto to allow said party of the second part--------per cent. on all sales for cash.

Said party of the second part, in consideration of the promises and agreements of said party of the first part herein contained, hereby promises and agrees:

1. To receive from the transportation companies all goods, wares and merchandise furnished and consigned under this agreement, and to pay all transportation charges on the same;

2. To furnish proper warehouse room for all goods, wares and merchandise furnished and consigned under this agreement, and to carefully preserve the same, so long as they remain in the possession of said party of the second part;

3. To pay any and all taxes that may be assessed on said goods, wares and merchandise while the same remain in the possession of said party of the second part, and to pay all license fees, rent and all other expenses incurred in the safe keeping and sale of the same, and to waive all claims against said party of the first part therefor;

4. To insure, and keep insured, all of said goods, wares and merchandise, for the full value thereof, in the name of said party of the first part, without expense to it, in companies to be approved by it, and to deliver all policies of insurance to said party of the first part; and in case of any neglect or failure to so insure and keep insured, to become personally responsible for all loss or damage that may result while said property remains in the possession of said party of the second part;

5. To keep samples of said goods, wares and merchandise exhibited in salesrooms suitable for the purpose, and to make all reasonable efforts to sell the same, and to make all sales in the name of said party of the first part;

6. To accept as full reimbursement for the transportation charges, insurance, taxes and other expenses paid by said party of the second part, and as full compensation and commission for services in handling and selling said goods, wares and merchandise, such surplus amounts as said party of the second part may realize from said sales, over and above the net amounts specified in said schedules or written requests; to look solely to said surplus so realized from sales for reimbursement and compensation, and to account to said party of the first part for all sales of goods, wares and merchandise at the net amounts specified in the schedules or written requests hereinbefore mentioned, without deductions or claims for expenses or services;

7. To remit to said party of the first part the proceeds of all cash sales less --------- per cent. discount on the day of sale, or the next day thereafter, by bank draft on New York or ---------, payable to the order of said party of the first part; and to transmit to said party of the first part all notes received from purchasers on the first day of each and every month during the continuance of this agreement, and with each' remittance of notes, to render a statement showing the number and kind of goods, wares and merchandise on hand and unsold;

8. To endorse and guarantee payment of all purchasers' notes, so transmitted, in the following form, to wit: "For value received, the undersigned hereby waive notice of protest, demand and non-payment of the within note, and guarantee its payment at maturity";

9. To forward any goods, wares and merchandise received under this agreement, at any time, and as said party of the first part may direct, charging only actual cost of freight and cartage;

10. To return, at the termination of this contract, if requested by said party of the first part, at its warehouse in---------,........., all goods, wares and merchandise remaining on hand unsold, in good order and free of expense or transportation charges.

It is mutually agreed by and between the parties hereto, on the considerations aforesaid:

1. That after the first consignment of goods under this agreement, the net amounts for which future consignments are to be accounted for shall be subject to such change as may be occasioned by the advance or decline in material and labor;

2. That said party of the second part, in making sales of said goods, wares and merchandise, may accept the notes of responsible purchasers in payment, or part payment, endorsed and guaranteed by said party of the second part as herein provided; said notes to be taken only on blanks furnished by said party of the first part, and made payable to said party of the first part; to bear interest at the rate of --------- per cent. per annum from date until paid, and shall mature not later than---------months from the date of sale, and made payable at the bank or express office nearest the residence of the purchaser, with the post office address of the purchaser distinctly written thereon;

3. That in all cases where such purchasers' notes transmitted to said party of the first part, as herein provided, exceed in amount the sum to be accounted for as herein provided, the surplus of commission represented by said notes shall be paid to said party of the second part, when and for a pro rata share of the amount collected thereon by said party of the first part;

4. That this agreement shall continue and remain in effect until ---------,

19-, unless sooner rescinded by said party of the first part;

5. That this agreement is not assignable and if said party of the second part shall sell out, or otherwise retire from business during the continuance of this agreement, said party of the first part may immediately rescind this agreement, and revoke the agency created hereby;

6. That if said party of the second part shall fail to faithfully and diligently perform and discharge the agreements and obligations to be performed by said party of the second part under this contract to the satisfaction of said party of the first part 6aid party of the first part may at any time rescind this agreement and revoke the agency created hereby;

7. That the title and ownership of all goods, wares and merchandise consigned under this agreement, and the proceeds thereof, shall be and remain in said party of the first part, until settlement shall have been made therefor by said party of the second part as herein provided; and that the money and property received by said party of the second part shall not under any circumstances or conditions be confused with the private business or appropriated to the private use of said party of the second part;

8. That the full and entire agreement between the parties hereto is contained in this writing.

In witness whereof, etc.

See references under Sec. 3853.

For form of contract of sale, see Sec. 3913 to 3922.