"Agreement entered into this 11th day of September, 1888, by and between the Howard Oil Company, a corporation organized and existing under the laws of the state of Texas, and Samson Heidenheimer, of Galveston, Texas, on behalf of himself and all the other owners and controllers of four certain cotton seed oil mills situate at Galveston, Brenham, Schulenberg, and Weimar, all in the state of
Texas, and two of which are operated under the name of the `Texas Standard Oil Company.' The prices which shall be paid by the parties hereto and their representatives per ton for sound cotton seed in the state of Texas during the period of this agreement shall, until changed in the manner hereinafter provided, be as follows: At Galveston, Texas, nine dollars per ton and wharfage, delivered on the wharf; at all other stations in Texas, excepting where the mills of the parties hereto are situate, seven dollars per ton to agents or shippers, delivered free on board cars; at all stations in Texas where mills of either party hereto are situated, namely, Brenham, Schulenberg, Weimar, Dallas, Navasota, Palestine, La Grange, Sherman, Houston, and San Antonio, six dollars and fifty cents per ton, delivered by wagons. The price which shall be paid by the parties hereto and their representatives for sound cotton seed as aforesaid may be increased or diminished at any or all the above classes of stations, by mutual agreement in writing of the parties hereto. The said Samson Heidenheimer agrees for himself and his associates and agents to pay during the term of this agreement only such prices for sound cotton seed as are herein fixed, and as may hereinafter be agreed upon as aforesaid. The said four mills represented by the said Heidenheimer shall not, either directly or indirectly, purchase, handle, or ship any seed from the following stations, namely: Houston, Waco, Dallas, Palestine, Corsicana, Paris, Austin, Columbus, and Belton, all in the state of Texas. If any seed be shipped from Schulenberg, Weimar, or La Grange, the Howard Oil Company shall have the right to purchase two-thirds thereof, and the four mills represented by the said Heidenheimer shall have the right to purchase one-third thereof, and no more. The said Howard Oil Company shall not purchase any seed, nor ship any from Brenham, during the term of this agreement. The said four mills represented by the said Heidenheimer shall purchase prime and sound seed only, but, should inferior or damaged seed be shipped to any of them, such seed shall be rejected as sound seed, and paid for only at its actual value, as compared with prime sound seed. The prices which shall be paid by the parties hereto and their representatives for seed cotton during the period of this agreement shall, until changed in the manner hereinafter provided, be two and three-quarter cents per pound and wharfage, delivered on the wharf at Galveston. A fair and equitable division of the amount of seed cotton which may be purchased by either party shall be made, and may be adjusted from time to time, by mutual agreement, between the said Howard Oil Company and the Galveston mill of the Texas Standard Oil Company. The prices which shall be paid by the parties hereto and their representatives for seed cotton, as aforesaid, may be increased or diminished by mutual agreement between John L. Kane, representing the said Howard Oil Company, and Samson Heidenheimer, representing the said Galveston mill of the Texas Standard Cotton Oil Company. All seed derived from seed cotton purchased as aforesaid by the said Galveston mill shall be accounted for at the same price as cotton seed delivered on the wharf at Galveston. Due care and diligence shall be exercised by the said Heidenheimer and the said four mills to properly protect and prevent the heating of all seed purchased, handled, and stored by the same.
"In consideration of the covenants herein by the said Heidenheimer and the said four mills to be performed, the said Howard Oil Company guaranties to the said Heidenheimer, as representative of said four mills, a profit of three dollars for every ton of sound seed properly worked by him in the said mills, allowing four dollars per ton for the expenses of working the said seed, in addition to the price paid by him for the same, as above agreed, and freight on board at the respective mills. The entire make or yield of cotton seed of the aforesaid four mills shall be delivered by the said Heidenheimer to the said Howard Oil Company, or to its order, in tank cars furnished by the latter at the respective mills; and, in case the said Howard Oil Company should be unable at any time to supply a sufficient number of tank cars at Galveston, as and when the same shall be required under the terms hereof, then the said mill at Galveston shall hold such oil in suitable storage, to the extent of five hundred barrels, without charge therefor; and, should the said mill be required to provide storage for more than that amount of oil, then the said Howard Oil Company shall pay for such surplus on delivery of the warehouse receipts therefor; but the said mill shall not be required to provide storage for more than eighteen hundred barrels of oil. All oil made by the said four mills shall be of the quality known as `prime crude oil,' and shall be fully equal to prime crude oil made by the Howard Oil Company or the Galveston Oil Company. The said Howard Oil Company shall pay for the said oil such a price as will insure to the producer thereof a profit of three dollars per ton for each ton of the seed from which the said oil has been properly made, as aforesaid. Such profits shall be estimated by deducting the cost of the seed, the freight, and the working from the total gross price received for all the products of the seed. Payments shall be made from time to time on the aforesaid basis as the oil is forwarded. Such payments may be made by sight draft with bill of lading attached, and the estimated price to be paid each producer is as follows: The Galveston mill, 26 cents; the Brenham mill, 21 cents; the Schulenberg mill, 21 cents; the Weimar mill, 21 cents, — per gallon. The account between the parties hereto shall be adjusted every thirty or sixty days, and a final adjustment shall be made at the termination of this agreement. Any oil produced at any of the aforesaid mills, which may not equal the specified standard, shall not be included in the foregoing arrangement, but shall be paid for only at its market value. If any difference, dispute, or question shall arise between the parties hereto as to the quality of the said oil, such difference
dispute, or question shall be submitted to John L. Kean, of Galveston, Texas, whose decision shall be final and binding upon the parties hereto. The said Howard Oil Company shall fix, and may from time to time alter, the minimum price at which all meal cake and lint produced at the said four mills shall be sold; and the said mills shall not sell any meal cake or lint at a price less than that so fixed and so altered. All such meal cake or lint shall be offered to the said Howard Oil Company before the same is offered for sale to any other parties; and the said Howard Oil Company shall have the right and option to purchase all or any of the said meal cake and lint at such minimum price of the market price of the day at the place of production as the said company may elect: provided, that no sale shall be made to any person at any price below the minimum hereinbefore provided for. The said Howard Oil Company shall declare its option for each lot of meal cake and lint on receiving a written tender from the said Heidenheimer, which shall state the amount of each product offered, the date when deliverable, and that to the best of his knowledge and belief a necessity will exist for the removing of said product from the mill named on the date named, owing to a lack of proper storage capacity. Should the said Howard Oil Company decline at any time to exercise any such option so offered, if the minimum price of any of the said products be at that time fixed by it above the market price thereof it shall reduce the said minimum price of the products in question for the time being to such market price to enable the said...
