Rule 5. Deliveries. The acceptance of shipment by a railroad or other common carrier shall constitute a delivery. Shipment made within two weeks after specified state of delivery shall constitute good delivery. Where deliveries are specified to be made in or during several calendar months, each month's deliveries shall constitute a separate contract, and any installment of merchandise or part thereof delivered shall be paid for in accordance with the terms of this contract, regardless of claims by either party relating to any other delivered or undelivered merchandise. Where agreed delivery dates cover several months, without stating specific quantity for each month, the delivery shall be deemed good only if made in substantially equal parts for each month specified. Rule 6. Time Limit on Claims. Goods shall not be returned or allowance made after ten days from date of receipt by customer, nor after having been cut or otherwise changed from original condition, except for defects not ascertainable at the time of delivery. Rule 7. Price Readjustment. Discounts or rebates shall not be made or contract price readjusted except for causes as per these rules. Rule 8. Replacement. Any goods rejected for proper cause must be replaced by seller and replacement accepted by buyer, except as hereinafter provided. Replacement must be made within 15 days after rejection has been agreed to by seller, or the right of the buyer to reject has been established by arbitration, if so ordered by the arbitrators; but where for any reason it is impossible for the seller to replace goods except at great difficulty or expense, the matter shall be determined by adjustment or arbitration in accordance with the rules of The Silk Association of America. Rule 9. Warranties or Modifications. No warranties or modifications of contract shall be binding on either party unless in writing and signed by the party to be charged. Rule 10. Confirmations. Orders placed with salesmen will not be binding on seller until accepted or confirmed by seller in writing. Altkrug v. Whitman, 185 App. Div. 744, 173 N. Y. Supp. 669. Rule 11. Assortments. Where a contract covers the sale of goods, in which colorings, designs and assortments are not determined at time of sale, seller will submit colorings and designs for acceptance from which buyer agrees to furnish assortments or make selection, but failure of buyer to assort within a specified time will not release buyer from his contract. Mosler Safe Co. v. Brenner, 100 Misc. 107, 165 N. Y. Supp. 336; Crown v. Chiariello, 106 Misc. 511, 175 N. Y. Supp. 167. Rule 12. Deferred Deliveries. All goods in hands of seller either finished or in the gray at contract date of delivery and delivery of which is delayed by fault of buyer by reason of failure to furnish assortments, refusal to accept, or otherwise, may be billed at contract price and held at risk of buyer for delivery upon his order. Rule 13. Adjustment and Arbitration. Disputes between seller and buyer arising from contracts based on these rules, shall be submitted to the Bureau of Adjustments and Complaints of The Silk Association of America. If an adjustment cannot thus be effected the matter must then be submitted to an Arbitration Committee composed of three members, one to be nominated by the buyer, one by the seller and these two shall select a third. One of the arbitrators must be an official arbitrator of The Silk Association of America and the arbitration shall be in accordance with the rules of such Association. The award shall be final and binding upon both parties. Arbitration Law of the State of New York, Laws of 1920, Chapter 275; Spiritusfabriek v. Sugar Products Company, 230 N. Y. 261, 130 N. E. 288; In re General Silk Importing Company Inc., 198 App. Div. 16, 189 N. Y. Supp. 391.1 1 See also arbitration clauses and cases cited at pages 1-8. Contract for Sale of Goods on Consignment. 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). 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. . . . it 7. The Consignee agrees that except in. 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 Con-、 signor, terminate this agreement. Conditional Sale Agreement Williston-Secs. 236, 507, 731, 734-738, 772, 773, 859, 961, 965, 1137, 1374, 1773, 1902. AGREEMENT made... between. inafter described as the "Seller," and. scribed as the "Purchaser," WHEREAS, the Purchaser is desirous of purchasing from the Seller certain... title thereto to remain in the Seller until full payment has been made by the Purchaser, Now, IN CONSIDERATION of the mutual covenants herein contained, IT IS AGREED 1. The Seller agrees to deliver to the Purchaser, 2. The Purchaser agrees to purchase and pay for said articles the prices above named. 3. Payment will be made by the Purchaser of the said total sum of $.. .as follows: $ .in cash, receipt of $.... which is hereby acknowledged; .by the payment of trade acceptances (delivered on the execution of .respectively from their and (except as to the first trade acceptance) bearing 6% interest. 4. The title to the property hereby conditionally sold shall remain in the Seller until all the agreements of the Purchaser have been duly performed, and until all the trade acceptances hereunder delivered to the Seller have been duly paid. It is understood that time of payment is of the essence of this contract. The title to the said personal property shall pass to the Purchaser only in the event that all the terms and obligations of this contract and the trade acceptances herein described have been without previous default duly performed. 5. The said trade acceptances may be sold or discounted by the Seller without waiver of any rights under this contract. 6. The Purchaser will pay all charges and liens which may accrue on the said property, and he will not sell, pledge or mortgage the said property, or any part thereof, or suffer it or any part thereof to be attached or become subject to any lien, or remove it or any part thereof from his address as above stated, without the written consent of the Seller. 7. In the event of default in the payment of any trade acceptance, or in the event that the Seller shall engage an attorney to enforce collection, or to preserve and protect its rights under this agreement, the Purchaser agrees to reimburse the Seller for legal expenses, which the seller may incur, not exceeding 10% of the total balance of the purchase price remaining unpaid at the time of default. The Purchaser further agrees to reimburse the Seller for expenses incidental to such suit, includ |