ing the cost of a bond if same becomes necessary, and the Purchaser agrees that the Seller may have judgment for such amount in addition to the amount due on the purchase price or under any other clause of this agreement. 8. The Purchaser agrees to use the property delivered hereunder with reasonable care and to indemnify the Seller against any damage or physical injury done to the same, ordinary wear and tear excepted, and the Seller, its agents and servants, shall have access at all times during business hours, to said property for such purpose as in the Seller's judgment may be necessary. 9. The Purchaser will insure the property delivered hereunder for its value, for the benefit of both the Seller and the Purchaser as interest may appear. 10. In the event of total loss or destruction of said property, the Seller shall have the sole right to collect the insurance or other form of indemnity that may be payable to the Purchaser, by reason of such destruction, as its interest may appear, and the Seller shall have the same right as its interest may appear in the event of a partial loss or destruction by fire or otherwise. These provisions with respect to insurance are not in substitution for the obligation of the Purchaser on the trade acceptances herein described, except to the extent that the purchase price is thus paid. The Purchaser shall remain liable to the Seller for any unsatisfied balance of the purchase price. 11. Upon breach of any of the above covenants, or upon the, filing of a petition in bankruptcy by or against the Purchaser or upon the making of a general assignment by the Purchaser, or whenever in the opinion of the Seller the property is threatened with loss, damage or destruction of any kind, except reasonable wear and tear, or with the imposition of a lien, or adverse claim of any kind, or in case of the failure on the part of the Purchaser to make any of the said payments when due as aforesaid, the Seller may re-take possession of the said property free from all claims whatsoever, and to that end without notice to the Purchaser, the Seller is hereby authorized to enter the premises of the Purchaser, or other premises wherever said property may be found, and without legal process, take and remove said property. The Purchaser hereby waives any action for trespass or damages therefor, and the Seller in that event may retain as consideration for the use of said apparatus and appliances any sums which may have been theretofore paid by the Purchaser. [The Purchaser hereby waives all the provisions of Sections 65, 66 and 67 of the Personal Property Law as amended to date.] 12. In the event of failure on the part of the purchaser to make any payments upon the said trade acceptances, the entire balance of the purchase price remaining unpaid, shall immediately become due and payable, the fact that the date of the maturity of subsequent payments shall not have arrived notwithstanding. 13. This instrument embodies the whole agreement of the parties. There are no promises, terms, conditions or obligations referring to the subject-matter, other than contained herein. No waiver of any breach or of any term of this agreement shall be construed a waiver of any subsequent breach of that term or other term of the same or different nature. There may be no modification of this agreement, except in writing, executed with the same formalities as this instrument. Contract Between Manufacturer and Distributor for Sale of Product Erection of Plant-Agreement to Supply Wants of Distributors-Forfeiture of Rights of Sale-Rights to Use Trade Name-Right to Assign to Corporation. Coca-Cola Bottling Co. v. Coca-Cola Co., 269 Fed. 796. herein after described as the "Distributor" and. here 1. The Distributor agrees to establish in the city of.... as soon as the necessary machinery and buildings can be obtained, a plant for the purpose of... 2. This plant shall be established by the Distributor without any expense or liability of any sort against the Manufacturer. 3. The Distributors agree to prepare and put up in bottles or other receptacles, a carbonated drink containing a mixture of the.... syrup and water charged with carbonic acid ..atmosphere. gas under a pressure of more than.. Said... syrup and said water in said mixture shall be used in proportions of not less than..........ounce of syrup to.... . ounces of water. 4. The Distributors agree to put up and keep and cause to be kept in sufficient quantity to supply the demand in all territory embraced in this agreement, a supply of this carbonated drink. If the Distributors, after receiving notice in writing from the Manufacturer to do so, shall not within a period of ..days from date of receiving said notice, place and keep upon sale at the point designated in said notice a sufficient stock of such preparation or mixture to supply the demand therefor, then the rights herein granted within all the territory within a radius of.... miles of said point shall be forfeited; and provided, further, that a failure on the part of the Distributors to keep and perform the conditions and provisions herein contained shall work a forfeiture of their rights hereunder. .syrup 5. The Distributors agree to buy all of the... necessary to a compliance with this agreement at a price and upon terms set forth below, directly from the Manufacturer. 6. The Distributors agree not to use any substitute or substitutes for or other syrup or substance, nor to attempt to use or imitate with any article made or prepared by them, ...syrup. ........." 7. The Distributors agree not to sell or in any way dispose of without the written consent of the Manufacturer in every instance any... except after it is carbonated and bottled. 8. In consideration of these agreements on the part of the Distributors, the Manufacturer agrees to sell to the Distributors all the. syrup required by the Distributors, .) dollar per gallon. at... ... ($.. * 13. The Manufacturer further agrees and hereby grants to said Distributors, the sole and exclusive right to use the name ..and all the trade-marks and designs for labels now owned and controlled by said party of the second part, upon any bottles or other receptacles containing the mixture heretofore described, and the right to vend such preparation or mixture bottled or put up as aforesaid, in all the territory contained in the boundaries of the United States of America, except .and the States of. This right to use the name. and the trade-mark and label furnished is to be applied only to the carbonated mixture described, and is not intended to interfere in any way with the business and use of the same as now operated by the Manufacturer, nor to apply to the soda fountain business as now operated by various parties. The rights of the Distributor under this contract may be by them transferred to a company, the formation of which is now contemplated by them to be known as the... Bottling Company, but no transfer of their rights under this contract to any other party or parties, shall be made without the consent of the Manufacturer. Agreement for Sale of Manufacturer's or Distributor's Products in Department Store. Standard Fashion Co. v. Siegel-Cooper Co., 157 N. Y. 60, 43 L. R. A. 854, 51 N. Y. 408. hereinafter referred to as the Principal, and... .herein after referred to as the Agent, in consideration of the sum of one dollar by each to the other in hand paid, and hereby acknowledged, WITNESSETH: 1. The Agent is hereby appointed an agent for the sale of 5 3 .for a term of.. ..years from.. the date of this contract-and said term to be automatically renewed from year to year thereafter until closed by. months notice in writing by either party to be given within thirty days after said... ..years or any one year there after. risk a.. 2. The Principal agrees to conduct at its own expense and .department on the ground floor of the said Agent's store at..... City, said Principal furnishing its own employees, such employees to be subject to the employees' rules of the Agent. The Principal further agrees to furnish, free of charge, not less than... of the kinds sold at... dollars per thousand to the Agent per annum as long as this contract continues and to print the advertisements of said Agent on front and back thereof, without charge, to be changed monthly if so desired; such..... to be distributed by the Agent from its store or from the ..counter or any other part of the business without expense to the Principal; the Agent to furnish wrapping paper and twine, free delivery and other store facilities. The Agent agrees not to sell, or allow to be sold on its premises during the duration of this contract any other make of. . . . 3. The Agent agrees to pay over to the Principal. (......) of all the moneys received from the sale of.. making weekly settlements with the Principal, said Agent to make no charge for cashiering; the remaining. (......) to be the remuneration of said Agent for the permission to the Principal to conduct said department. 4. The said Agent agrees to allow the use of the present .fixtures and the present position for.... ..but in case a change of location should be deemed advisable, such new location shall not be less prominent nor occupy less space than the present one, except for the period between Thanksgiving and Christmas of each year. 5. The Principal agrees to assume all risk of loss by fire, water, or risk of theft or other unforeseen damage to or destruction... of stock, and to hold the Agent harmless in that respect. The said Agent shall make, at the expense of the Principal, frequent mention of the fact that it is agent for the sale of the Principal's. ....and in its daily... ...newspaper advertisements and also shall allow reasonable display of attractive show-cards and signs furnished by the Principal and subject to the approval of said Agent at convenient places in its store, the expense of such signs to be borne entirely by the Agent. |