Except that where proceeds of sale are less than transportation 

 or other charges hereinabove mentioned against a shipment, Member shall 

 be liable to Association for such deficit but not for payment to cover 

 operating and sales costs of Association. Not later than eight (8) 

 months after the end of calendar year. Association will determine its 

 actual operating costs per carton of all produce sold during theyear 

 and to the extent that the amount paid by Member during the year exceeds 

 Member's pro rata share of that actual cost, this excess shall be re- 

 funded to Member. The amount to be paid may be changed from time to 

 time by Association upon action of its Board of Directors. 



7. Inasmuch as remedy at law would be inadequate and inasmuch as 

 it is now and ever will be impracticable and extremely difficult to 

 determine actual damage resulting to Association should Member fail 

 so to deliver all of his specified produce, Member agrees to pay to 

 Association for all of this produce delivered, sold, consigned, with- 

 held or marketed by or for him other than in accordance with terms 

 hereof, the sum of twenty (20c) cents per carton, or its equivalent, 

 as liquidated damages for breach of this contract, all parties agree- 

 ing that this contract is one of a series dependent for its true value 

 on adherence of each and all Members to each and all of said contracts. 



In the event it is impossible or impracticable to determine the 

 number of cartons withheld, Member will pay in lieu thereof a liquidated 

 damage of $100 per acre or portion thereof. This provision for liquid- 

 ated damages is in addition to all other remedies for breach provided 

 in Paragraph 4 or elsewhere in this agreement, or by the laws of the 

 State of New Jersey. 



III. Association agrees: 



1. That it will use its best efforts to handle, sell, and deliver 

 produce of Member so that Member may derive best possible results from 

 the sale of his produce. In so selling such produce Association shall 

 have sole discretion as to how and in what manner produce is sold, 

 except that Association will sell produce of Member impartially with 

 produce of like quality, kind, grade, and classification delivered to 

 it by other grower members of Association under contract similar to 

 this, and will obtain best prices it can under market conditions, taking 

 into consideration also marketable condition of Member's product. Nothing 

 provided herein shall prevent Member from having a representative in the 

 coolers to show his produce to Buyers who are selecting produce to be 

 purchased from Association, nor from discussing with potential buyers ■ 

 the purchase of Member's produce through Association. 



IV. IT IS MUTUALLY AGREED: 



1. That Association shall determine the price at which produce of 

 Member, and all other members under contracts similar to this, shall 



be sold. 



j 



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