CUSTOMER CREDIT APPLICATION

Transcription

1 CREDIT LIMIT REQUEST: $ CUSTOMER CREDIT APPLICATION Date: Customer warrants that the following information is accurate and complete: (Attach additional sheets as needed) Name of Customer (Legal Name) Trade Name Mailing Address City State Zip Shipping Address City State Zip Phone Number and Fax Number Contact Person Position Federal Taxpayer Identification Number/Social Security Number Business Facts: Sole Proprietorship Partnership Limited Partnership Corporation. Limited Liability Company Other form of business: Formed/Incorporated under state laws of: Date of formation or incorporation: Is business a subsidiary or franchise? Yes No If YES, name of parent or franchisor: It s address: Length of time of present ownership: Years Months Previous Customer? Yes No Under what name? Location? Person or company holding mortgage or security interest: If leasing, name and address of lessor: Name of Mortgagee or Secured Party: Lessor s Name Address (with City/State/Zip) Address (with City/State/Zip) Phone Number (with area code) Phone Number (with area code) Description of Collateral Names of Lease Guarantor(s) Type of Business (Agricultural, Manufacturing, Etc.) The Customer has a total of corporate officers, shareholders, partners, general partners or proprietors: For each such person, please provide the following information: (Please attach additional sheets as needed.) 1. Name & Title 2. Name & Title Home Address City, State, Zip Home Address City, State, Zip 1

2 Social Security Number % shares or interests owned Social Security Number % shares owned Invoicing. To whom should invoices be sent? Invoices are sent via , fax and postal service. Name Address Phone Number Fax Number Address Facilities. Number of Warehouses or facilities: Approximate Square Footage (Total for all Warehouses) Purchase and Deliveries. Can Deliveries be received via Van or Flatbed Full Name, Phone and position of all persons authorized to make purchases: BANKING Name of Account Holder Account Number Bank Officer Bank Name Phone & Fax Number Mailing Address City State Zip TRADE REFERENCES Name Address Phone & Fax Number Address LOAN OUTSTANDING: [ ] YES [ ] NO CASH RESERVES: [ ] YES [ ] NO 2

3 FINANCIAL STATEMENTS: Please submit Customer s current financial statements (already audited are preferable) as part of this credit application. STATE SALES TAX EXEMPTION: The Customer will be charged the applicable sales tax on all purchases unless Customer submits a valid resale certificate or other proof of exemption (when applicable), which will be treated as part of this credit application. Please send all credit documents to: creditdocuments@deacero.com or to our Fax number: (1800) Please read carefully before signing. Purchase Requirements.- Purchase Order is required. If there is not one, purchase order will be tacitly accepted upon reception of invoice or shipment confirmation by Customer. Average monthly purchases: $ Deacero USA, Inc. ( DEACERO USA ), and its Customer, whose name appears above, agree as follows: 1. Customer will pay all amounts due for goods and services purchased from DEACERO USA by Customer and all service charges, when imposed. Such amounts are payable in full at the address shown on DEACERO USA s invoice(s). If not paid in full, DEACERO USA may declare any unpaid balances immediately due and payable. All amounts due DEACERO USA are payable in full within the time and according to the terms stated on each invoice. Customer hereby agrees to notify DEACERO USA within ten (10) days of the receipt of an invoice of any discrepancy in billing; failure to do so obligates Customer to pay the amount stated on the invoice in full. 2. DEACERO USA may cancel credit and/ or discontinue deliveries at any time. 3. DEACERO USA may, regardless of the terms stated on the invoices, require all outstanding amounts to be paid in full on demand in the event that sales to the Customer are discontinued for any reason; and Customer shall make all payments without offset or deduction. 4. Customer will give prompt written notice via or fax to DEACERO USA s sales contact at micastillo@deacero.com or to its fax number of any change of a Customer s address so that invoices may be delivered to Customer s current address without delay. Any inquiries as to any invoice should be noticed to DEACERO USA at the address or fax number listed above. 5. All sales to Customer are final. Customer must obtain DEACERO USA s written authorization before returning any goods. 6. In accordance with the rights and remedies available under Article 2 of the Uniform Commercial Code, Customer shall have the right to reject any goods delivered by DEACERO USA to Customer subject to this Agreement by providing notice in writing to DEACERO USA within ten (10) days of receipt of the goods by Customer. If Customer does not notify DEACERO USA of said rejection of goods within ten (10) day period stipulated herein, Customer shall be deemed to have accepted the goods. 7. As security for any and all amounts due DEACERO USA, Customer hereby grants to DEACERO USA a security interest in all equipment, supplies, merchandise, inventory and other goods purchased from DEACERO USA and in the proceeds and products thereof; and Customer hereby authorizes DEACERO USA to file Uniform Commercial Code financing statements to perfect such security interest. DEACERO USA s security interest will be junior to any conflicting security interest which has been perfected by the proper filing of a Uniform Commercial Code Financing statement prior to the proper filing by DEACERO USA of a Uniform Commercial Code financing statement. 8. If any amount due DEACERO USA is not paid when due, Customer agrees to pay a finance charge in the amount of the lesser of (a) one and one half percent (1 ½%) per month of the unpaid balance (which finance charge equals eighteen percent (18%) per annum) or (b) the maximum rate allowable under applicable law which shall accrue from the due date until such amount due has been paid in full. 9. Except for the Specifications set forth in writing by DEACERO USA for its Products or except as specifically stipulated in a written warranty statement provided with the Products, DEACERO USA MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES AND ALL OTHER WARRANTIES ARE SPECIFICALLY EXCLUDED, INCLUDING ANY WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SELLER SHALL UNDER NO CIRCUMSTANCES BE LIABLE FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES REGARDLESS OF THE CAUSE. 10. To be accepted by DEACERO USA, Customer s purchase order(s) must be confirmed by DEACERO USA s written sales confirmation(s) or invoice(s) or shipment confirmation(s). 3

4 11. In the event the Customer requests DEACERO USA to stock and deliver proprietary goods (i.e., goods having a limited use or market or not otherwise commonly stocked by DEACERO USA) and the Customer ceases to purchase such goods from DEACERO USA, DEACERO USA will require the Customer to purchase the proprietary goods then in stock at DEACERO USA s normal sales price. 12. Customer warrants that the goods or services purchased from DEACERO USA are for business and commercial purposes, and not for personal, family or household use. 13. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (WITHOUT REFERENCE TO ITS CONFLICT OF LAWS DOCTRINE). 14. In the event the account becomes delinquent, Customer shall pay all of DEACERO USA s costs of collection including but not limited to collection agency fees, attorney s fees and court costs plus all other attendant collection costs whether litigation or mediation/arbitration is initiated or not. 15. Customer authorizes DEACERO USA to inquire into and obtain from any bank, lending institution, credit reference or credit reporting agency or other third party, whether listed on the Credit Application or not, any and all information relating to the Customer s creditworthiness, financial condition, general credit reputation, character and such other and further information as DEACERO USA may deem necessary. Customer authorizes DEACERO USA to report information regarding Customer's credit worthiness. Customer authorizes DEACERO USA to disclose all information concerning Customer which DEACERO USA may have from time to time to third parties to the extent necessary or appropriate to enforce all rights and remedies of DEACERO USA against Customer or to obtain payment of any amount due and payable by Customer to DEACERO USA from a third party. 16. The Customer shall notify DEACERO USA in writing at least thirty (30) days prior to any change of ownership of the Customer, or of the Customer s business, which notice shall include a complete credit application for the buyer. Customer shall be liable for all purchases by any buyer of the business should said notification not be given DEACERO USA may, regardless of the terms stated on the invoices, require all outstanding amounts be paid in full on demand, upon change in ownership and may refuse to make any further deliveries pending approval of the buyer s credit, which approval shall be in accordance with DEACERO USA s applicable credit policies. 17. At DEACERO USA s option if a dispute arises from or relates to this Agreement or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor to settle the dispute by mediation administered by the American Arbitration Association (AAA) under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure. The place of mediation shall be held in Dallas, Texas and the language that shall be conducted is the one in which the Agreement was written. At DEACERO USA s option, any unresolved controversy or claim arising from or relating to this Agreement or breach thereof shall be settled by Arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator (s) may be entered in any court having jurisdiction thereof. If all parties to the dispute agree, a mediator involved in the parties' mediation may be asked to serve as the arbitrator. At least one arbitrator shall be a practicing attorney, when there is only one arbitrator the arbitrator shall be a practicing attorney. The place of arbitration shall be held in Dallas, Texas and the language that shall be conducted is the one in which the Agreement was written. The award shall be made within nine months of the filing of the notice of intention to arbitrate (demand), and the arbitrator(s) shall agree to comply with this schedule before accepting appointment. However, this time limit may be extended by agreement of the parties or by the arbitrator(s) if necessary. The award shall be in writing, shall be signed by a majority of the arbitrators, and shall include a statement setting forth the reasons for the disposition of any claim. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The arbitrators shall award to the prevailing party, if any, as determined by the arbitrators, all of its costs and fees. "Costs and fees" mean all reasonable pre-award expenses of the arbitration, including the arbitrators' fees, interpreters fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorneys' fees. 18. Customer agrees that this Agreement and any and all purchases to DEACERO USA heretofore and all disputes arising out of or relating thereto shall be governed and construe in accordance with the Laws of the State of Texas, U.S.A., without reference to its conflict of laws doctrine. Customer hereby irrevocable submits to the exclusive jurisdiction of any United States Federal or State Court sitting in Dallas, Texas in any action or proceeding allowed hereunder, and waives to the fullest extent permitted by Law any defense asserting an inconvenient forum in connection therewith. 19. DEACERO USA and Customer intend that this Agreement and any credit extended shall be in strict compliance with the applicable usury laws. If at any time any interest (including amounts deemed by law to be interest) contracted for, charged or received would be usurious under applicable law, then regardless of the provisions of this Agreement or any action or event, it is agreed that all 4

5 sums that otherwise would be usurious shall be credited by DEACERO USA as a payment of principal, or if the debt has already been paid, immediately refunded to Customer. All compensation which constitutes interest under applicable law in connection with this Agreement shall be amortized, prorated, allocated and spread over the full term of the credit period, and over the full amount of the debt, to the greatest extent permissible under applicable law so that the rate or amount of interest does not exceed the maximum legal rate in effect from time to time during such period. 20. Customer agrees to pay on demand a charge of $50.00 for each returned check payment. 21. This agreement is the entire agreement between the parties concerning Customer s purchases from DEACERO USA; and all prior and contemporaneous agreements are merged herein. All amendments hereto and waivers of any rights hereunder shall be in writing and signed by the parties. All of Customer s purchases from DEACERO USA shall be subject to this Agreement and to the terms of DEACERO USA s invoices, sales confirmations, statements and its other account documents, and subject to the terms of no other form or document. If there is any conflict between the terms of this Agreement, on the one hand, and the term of DEACERO USA s invoices, sales confirmations, statements or its other account documents, then the terms of this Agreement shall control. Subject to any restriction on transfer, this Agreement shall bind and benefit the heirs, successors and assigns of the parties. If an arbitrator or court with jurisdiction determines that any term of this Agreement is unenforceable, the other terms shall remain in full force and effect. This Agreement shall be construed according to its fair meaning and not for or against any party. (Sign and print/type name below, and initial all other pages.) Legal Name of customer Name of Representative Officer, Owner or Partner s Signature Title Print Name of Person Signing Date PERSONAL GUARANTY: Please read carefully before signing: Date: (Please attach additional sheets as needed) I/We, residing at home phone #, in consideration of DEACERO USA extending credit at my/our request to Customer of which I/we am/are (Title) and as inducement for DEACERO USA to do so I/we hereby personally and unconditionally guarantee prompt payment and performance in full of all existing and future obligations of the Customer to DEACERO USA (including, without limitation, all interest, costs of collection, including, without limitation, collection agency and attorney fees and charges) and do hereby agree to pay DEACERO USA on demand any sums which may become due DEACERO USA from the Customer, whether or not demand has been made on the Customer; and DEACERO USA may proceed first to enforce its rights against me/us without proceeding with or exhausting any other remedy it may have. This guaranty shall be unlimited in amount, continuing and irrevocable for such indebtedness of the Customer to DEACERO USA as presently exists or may hereafter accrue. I/we do hereby expressly waive all suretyship defenses including, but not limited to, all notices and demands of any kind, including notice of default or nonpayment [or deferred for payment], or non-performance or non-observance or any notice of acceptance of this guaranty or of any notice or demand to which I/we might otherwise be entitled, and I/we do hereby consent to any modification or renewal of the above purchase agreement and any release or modification of security thereunder. I/we authorize DEACERO USA to inquire into and obtain from any bank, lending institution, credit reference or credit reporting agency any and all information relating to my/our creditworthiness or financial condition. I/we authorize DEACERO USA to disclose all information concerning me/us which DEACERO USA may have from time to time to third parties to the extent necessary or appropriate to enforce all rights and remedies of DEACERO USA against me/us or to obtain payment of any amount due and payable by me/us to DEACERO USA under this Guaranty from a third party. Additionally, I/we agree to pay, in the event the account becomes delinquent, all costs of collection, including, without limitation, all collection agency fees and attorneys fees and court costs plus all attendant collection costs associated with collection of the account. I/WE HEREBY IRREVOCABLY (i) SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT SITTING IN DALLAS, TEXAS IN ANY 5

6 ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY, AND (ii) WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY DEFENSE ASSERTING AN INCONVENIENT FORUM IN CONNECTION THEREWITH. I/we also agree to be joined as additional parties to any Mediation or Arbitration convened under any Mediation or Arbitration Agreement between Customer and DEACERO USA. This guaranty is the entire Agreement between the parties concerning the subject matter hereof ; and all prior and contemporaneous Agreements are merged herein. All amendments hereto and the waiver of any rights granted hereunder shall be in writing, signed by the parties. THIS GUARANTY SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (WITHOUT REFERENCE TO ITS CONFLICT OF LAWS DOCTRINE). Time is of the essence in performing all of the terms of this guaranty. If an arbitrator or court with jurisdiction determines that any term of this guaranty is unenforceable, the other terms shall remain in full force and effect. This guaranty shall bind and benefit the heirs, successors and assigns of the parties. If there is more than one guarantor, their liability shall be joint and several. This guaranty shall be construed according to its fair meaning and not for or against any party. (Sign and print/type name below.) Signature of Guarantor Signature of Guarantor Signature of Witness AUTHORIZATION TO RELEASE INFORMATION: Date: The undersigned hereby expressly consent(s) to the use by DEACERO USA of a non-business consumer credit report on the undersigned in order to further evaluate the credit worthiness of the undersigned as principal(s), proprietor(s), and/or guarantor(s) in connection with the extension of business credit as contemplated by this Customer Credit Application. The undersigned hereby authorize(s) DEACERO USA to utilize a consumer credit report on the undersigned from time to time in connection with the extension or continuation of the business credit represented by this Customer Credit Application. The undersigned as [an] individual(s) hereby knowingly and expressly consent to the use of such consumer credit report(s) in accordance with the federal Fair Credit Reporting Act (15 U.S.C et seq.). Signature Signature CREDIT DEPARTMENT ONLY Account Number Account Approved Terms Credit Status Credit Limit Order Size Approved by Date 6