Sale of accounts of business. Agreement made at _________, this _________ day of _________, _________[date], between _________(seller), and _________(buyer): Seller is now engaged in the business of manufacturing pianos at _________, and has, owns and is possessed of accounts receivable evidencing shipments and deliveries of goods usually dealt in by seller, which accounts receivable are owing and will be due to seller and which accounts receivable, and any others to be created, seller desires to sell to buyer, and buyer is desirous of purchasing on the following terms, provisions and conditions: In consideration of the premises, the parties agree as follows: 1. Seller agrees to sell, and buyer agrees to buy, accounts receivable which may be acceptable to buyer, and buyer agrees to pay the face value of accounts, less one per cent on accounts paid within _________ days, _________ percent on accounts paid within _________ days, and _________ percent on accounts paid within _________ days; subject to the terms and conditions of this agreement or any other writing executed between the parties at any time in the future. Payments are to be made by buyer as follows: _________ percent on _________ day accounts, _________ percent on _________ day accounts, _________ percent on _________ day accounts, on receipt of the accounts duly assigned to buyer and the acceptance of the accounts by buyer, the remainder, less the discount, and any and all deductions and discounts taken by the debtor, to be paid to seller on payment in full of any account, provided, however, that no payment of the remainder shall be made while any of the accounts sold are in default. 2. Seller shall assign to buyer all right, title and interest in and to the accounts purchased by buyer, and on delivery buyer shall control and be entitled to receive all moneys due and owing on any account purchased. However, buyer assumes no responsibility, beyond the exercise of due diligence and ordinary business judgment, in the acceptance of checks or other forms of exchange in payment of the accounts acquired by it from seller, and the accounts owned by buyer shall not be considered as having been paid until buyer actually receives the face value of the accounts. 3. Seller appoints _________ or _________, or any person whom either or both may designate, the true and lawful attorney of seller and authorizes the attorney or the attorney's substitute to indorse the name of seller on any checks or other forms of exchange that may come into the possession of buyer as payment on or on account of the accounts purchased by it from seller or to indorse the name of seller on any freight or express bill or bill of lading relating to these accounts, hereby ratifying and confirming any and all acts of the attorney in this behalf. 4. Seller, in further consideration of the premises, guarantees payment of all accounts to buyer according to the terms indicated and appearing on the accounts, and seller waives notice of default or nonpayment of all accounts, and agrees that buyer may grant one or more extensions to any or all parties liable on the accounts. 5. In the event of nonpayment, at maturity, of any accounts purchased by reason of the insolvency of the debtors or otherwise, buyer is given the right and option, without notice to seller, to apply any moneys in its hands or that may come into its possession, belonging to seller, in settlement and discharge of the accounts in default at maturity. The term "insolvency," as used in this contract, shall be defined to mean the inability, refusal or failure of debtor to pay the debt at maturity, or the suspension of business, or any other act of the debtor constituting a business failure.
6. Seller agrees not to sell or tender for sale to buyer any account unless full and complete deliveries shall have been made pursuant to any agreement, representation or understanding had between seller and the debtors named in the account, or concerning which there is any difference or dispute in relation to the quality, quantity or consideration of debt, but that each and every account shall be for a certain, definite, undisputable, liquidated claim or demand and which is not yet due. Immediately on execution and delivery to buyer of an assignment of the right, title and interest of seller in and to the accounts purchased, buyer shall become vested with all the rights previously belonging to seller in and to the accounts, including the right of seller to exercise the right of stoppage in transitu on any shipment of merchandise evidenced by the accounts that may then be in transit. In the event of failure or refusal of debtor to retain the merchandise, title to the merchandise shall revert to and remain in buyer until the account is fully paid. Buyer shall have the right and privilege to inspect the books, accounts and records of seller relating to the accounts at any time. Immediately on consummation of purchase by buyer of the accounts, seller shall make a suitable and proper entry upon the books of seller, disclosing the absolute sale of the accounts to buyer. 7. Seller agrees that in the event of nonpayment of any account purchased by buyer at maturity or in the event of insolvency of debtor named in the account, seller agrees to repurchase from buyer, within _________ days from the date of insolvency or default, and to pay the same amount paid to seller by buyer for or on account of such account plus the discount as provided for in the first paragraph of this contract, with interest at the rate of _________ percent per annum from date of insolvency or date of maturity of such account, as the case may be. Seller agrees that in the event of the failure or refusal of debtor, for any reason whatever, to pay buyer the whole amount due on any account purchased, and the failure of seller to repurchase from buyer, within the prescribed time, the account in default, buyer is authorized to institute any legal proceedings as in its judgment may be necessary and proper to enforce payment of the account in default, and seller agrees to pay all costs and attorney's fees which may be incurred in this behalf. 8. The provisions of this contract relating to the purchase of accounts, as provided in paragraph 1 of this contract, shall become obligatory on the parties for the period of _________ months from and after the date first written above, but all other provisions contained in this contract shall remain in full force and effect until all accounts purchased shall be fully paid, settled and discharged. 9. The purchase of accounts, and the payment of consideration is made on the representations in writing concerning the financial responsibility of seller, evidenced by the written statement or statements made by seller to buyer from time to time. 10. Seller agrees to execute and deliver to buyer, on request, any document necessary or proper to carry into effect the terms, provisions and conditions of this contract. 11. Neither of the parties shall be bound by anything not expressed in writing by and between the parties, except as specified in the fourth paragraph.