"This agreement, made and entered into this the 4th day of October, 1927, by and between New Century Mfg. Co., Inc., of Dallas, Texas, party of the first part, and C. W. Scheurer, Electra, Texas, party of the second part.
"In consideration of the purchase of 730 cases (or 24 cans to the case or its equivalent in gallons or 5 gallons) of Cell-U-Loyd, a product of New Century Mfg. Company, of Dallas, Texas, at the agreed and stated price of Eighty-Five cents (85¢) per can for black and One Dollar and Five Cents ($1.05) per can for colors, by second party; said first party does hereby appoint said second party to act as sole distributor in the following territory, towit: State of Indiana, quota to begin April 1st, 1928, 4-1-28.
"Second party has hereby made partial payment to party of the first part and to the authorized representative of party of the first part of said annual quantity requirement of $1752.00 Dollars ($1752.00), the receipt of which is hereby acknowledged, and it is understood and agreed that said payment represents and is in payment of Ten Cents (10¢) per can on said quantity, the balance to be paid to the New Century Mfg. Co., Inc., of Dallas, Texas, at its office in Dallas, Dallas County, Texas. Said payment to be made at the aforesaid place at the time of ordering the goods unless other arrangements are made with New Century Mfg. Co., Inc., of Dallas, Texas.
"It is agreed and understood that if party of the second part performs his part of this contract, Ten Cents (10¢) per can of each invoice is to be deducted from the face thereof so that when the full first annual quantity requirements under the terms of this contract have been fulfilled, the full amount of said deposit will have been returned in this manner, but should party of the second part fail to order and pay for the quantity specified herein, and at the time and in the manner specified herein, the said deposited sum and any balance thereof remaining unaccounted for by the terms of this contract, shall be retained by party of the first part as liquidated damages to it to reimburse said party for losses sustained by failure to work the sales territory.
"It is agreed and understood that the prices heretofore stated shall be f. o. b. Dallas, Texas, and not subject to discount of any nature, and it is also understood and agreed that these cans of enamel are purchased for the purpose of re-sale and that same shall be sold by party of the second part, so as to retail to the ultimate consumer or customer at the price of $2.50 per can for Cell-U-Loyd Enamel Black, $2.75 for Cell-U-Loyd Enamel Colors.
"It is agreed and understood that party of the second part hereby agrees and promises to actively cover and handle the promotion of sales in a thorough and efficient manner over the entire assigned territory hereinafter specified.
"It is understood and agreed that at the expiration of one year from date hereof, if party of the second part shall have fully performed the terms of this contract, and shall have purchased and paid for on the pro-rata quantities for time purchases of the merchandise herein specified, that no further deposit of a like sum herewith deposited and referred to in Paragraph Two hereof shall be required of party of the second part.
"It is understood and agreed that party
of the first part shall not be responsible to nor liable to party of the second part in any manner whatsoever for any suits or alleged suits for damages either fanciful or real brought by any party against party of the second part, nor be liable to party of the second part for the defense of any suits brought by any customer or consumer of Cell-U-Loyd Enamel products against party of the second part on account of or alleged to be on account of any acts or promises made by party of the second part, his agents, servants or employees or any sub-agents employed by party of the second part, nor for any acts of negligence or representations made by party of the second part, his agents, servants or employees or sub-agents, not contained in the authentic literature printed and sent by party of the first part to consumers and customers of party of the second part, nor shall a specific inclusion of the protection of the party of the first part herewith for the acts specified herewith be taken and construed by the party of the second part as an exclusion of all others. Party of the second part hereby agrees and covenants with party of the first part to assist and cooperate with party of the first part in the investigation and preparation of all suits brought by customers of party of the second part against party of the first part, wherein the allegations are confined to either a fancied or real cause of action based on the specific representations contained in the authentic published literature of party of the first part issued from and bearing its name at its office in Dallas, Texas.
"It is further understood and agreed that party of the second part in consideration of the granting and conveyance of said aforesaid exclusive sales, rights, agencies and privileges, agrees to purchase from the party of the first part at the price specified herein, and in the manner specified herein, not less than the above named quantities and glasses of enamel as above specified within one year beginning from date of this contract as shown above, ordering and paying each month for a pro rata quantity of the entire specified annual quantity. The pro rata quantity ordered and paid for each month to be proportioned to the months of the year, and the amounts so determined to be ordered and paid for each month to be so...
