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  1. 1. COMMERCIAL CREDIT APPLICATION AND AGREEMENT HOME OFFICE 510 S. Westgate Avenue Addison, IL 60101-4525 Phone: (800) 765-2080 Fax: (847) 364-1596 **Please complete all sections of the credit application so that credit processing is not delayed.** _______________________________________________________________________ ______________________________ Company Name Business Phone Number _________________________________________________________________ ___________________________ DBA/Trade Name Business Fax Number __________________________________________________________________________________________________ Billing Address City State Zip Code __________________________________________________________________________________________________ Shipping Address (if different than above) City State Zip Code Type of Business: ________________________________________ Yr.(s) in Business _________________ Type of Organization: ____________ Individual ____________ Partnership _____________ Corporation Federal ID Number: ____________________ Federal Excise Tax Exempt Number: ___________________ Business License Number: _______________________ State Resale Number: ______________________________ Amount of Credit Requesting $____________________ Estimated Monthly Purchases $ _________________ PRINCIPLE OWNERS, PARTNERS OR STOCKHOLDERS ______________________________ __________________ ______________ ___________________________ Name of Principle Title Ownership % State / Drivers License Number __________________________ __________________ _________ _______ _______ _____________ Address City/State Zip Code Own Rent Home Phone # ____________________________ Social Security Number ______________________________ __________________ ______________ ___________________________ Name of Principle Title Ownership % State / Drivers License Number __________________________ __________________ _________ _______ _______ _____________ Address City/State Zip Code Own Rent Home Phone # ____________________________ Social Security Number Credit Application and Agreement - 2005.doc Page 1 of 8
  2. 2. Page 2 COMMERCIAL CREDIT APPLICATION AND AGREEMENT BANK / FINANCE COMPANY INFORMATION _______________________________ ______________________________ ______________________ ___________ Bank Name Address City/State Zip Code __________________________ ________________________ ____________________________ $_____________ Officer Phone Saving/Checking Acct.# Balance _______________________________ ______________________________ ______________________ ___________ Other Bank or Finance Company Address City/State Zip Code __________________________ ________________________ ____________________________ $_____________ Officer Phone Saving/Checking Acct.# Balance TRADE REFERENCES _______________________________ ______________________________ ______________________ ___________ Business Name Address City/State Zip Code __________________________ ________________________ ____________________________ ______________ Fax Number Phone Number Account Number Goods Provided _______________________________ ______________________________ ______________________ ___________ Business Name Address City/State Zip Code __________________________ ________________________ ____________________________ ______________ Fax Number Phone Number Account Number Goods Provided _______________________________ ______________________________ ______________________ ___________ Business Name Address City/State Zip Code __________________________ ________________________ ____________________________ ______________ Fax Number Phone Number Account Number Goods Provided Has ownership or said organization ever been the subject of a bankruptcy proceeding or creditor agreement? YES ________ NO _________ If yes, reason why? ________________________________________________________________________________ Is a purchase order required for ALL purchases? YES _________ NO __________ CREDIT APPLICANT ACKNOWLEDGES THAT IT HAS RECEIVED, READ AND UNDERSTANDS THE ATTACHED TERMS AND CONDITIONS TO WHICH ALL SALES TRANSACTIONS BETWEEN SOURCE NORTH AMERICA CORPORATION (SELLER) AND APPLICANT (BUYER) WILL BE SUBJECT. ___________________________________________ _____________________________________________ Print Name Signature ___________________________________________ _____________________________________________ Date Title Credit Application and Agreement - 2005.doc Page 2 of 8
  3. 3. HOME OFFICE TERMS AND CONDITIONS OF SALE 510 S. Westgate Avenue Addison, IL 60101-4525 Phone: (800) 765-2080 Fax: (847) 364-1596 1. TERMS AND CONDITIONS OF SALE. Seller offers to sell goods to Buyer based on the terms and conditions set forth herein, together with any special attachments hereby incorporated by reference and constituting the entire agreement between parties. Said terms and conditions may not be varied, and no modification or addition to them shall be of any force or effect, unless made by or specifically by the Seller in writing. Unless otherwise stated, prices offered are firm for a period of 30 days from date of the quotation, and will be invoiced at the prices stated in the quotation, and are subsequently subject to increase in prices of any of these goods by seller’s suppliers. Buyers acceptance for all quotations or the sale of products on Buyer’s purchase order form, acknowledgement, or other form, that includes printed terms and conditions used to order goods from Seller shall be for convenience only and shall be evidence of Buyer’s unconditional agreement to the Seller’s terms and conditions, and shall not be binding upon the Seller unless specifically agreed to in writing by Seller. If any conflict exists between the Seller’s terms and conditions and Buyer’s form, the Seller’s terms and conditions stated herein shall apply. If Buyer’s credit has not been established, three commercial references and one bank reference shall accompany the first order. 2. DELIVERY. Time for delivery shall not be the essence of the agreement. Seller shall make best efforts to meet proposed shipment for delivery dates. Seller shall notify customer of a delay, in accordance with the UCC. Seller shall not be liable to Buyer or any third party for any loss, damage, or expense from any delay or failure or performance due to any cause beyond the control of Seller, including, but not limited to, fire, strike, accident, war conditions, government regulation or restriction, shortages in transportation, power, labor or material, freight embargo, riot, or civil commotion, default of the supplier, or prohibitions or events which render performance difficult or impossible. 3. PAYMENT. Buyer agrees to make payment within Seller’s terms of payment as stated on the face hereof, or Buyer will be subject to and responsible for charges of 1 -1/2% or 18% per annum on Past Due accounts. In the event legal action or any proceedings become necessary to enforce the terms set forth herein, or to collect the amounts set forth, the Buyer shall reimburse the Seller for all such costs and expenses, including but not limited to reasonable attorney’s fees. 4. TITLE AND DELIVERY. Unless stated to the contrary on the face hereof, all goods furnished hereunder will be shipped F.O.B. point of shipment, and title and risk in the goods shall pass to the Buyer upon Seller’s delivery of the carrier at the point of shipment. Any freight allowance which Seller may grant based upon dollar value of a shipment, or upon the type of goods involved, shall be construed solely as a price term and not as a delivery term. 5. ERRORS. Typographical and/or mathematical errors made by Seller in quotation, acknowledgements or invoices are subject to correction. Buyer shall notify Seller in writing of any claim of error in quantity shipped within 10 days after receipt of the goods. 6. RETURNS. No goods may be returned without the Seller’s permission, and if authorized for return, transportation charges must be prepaid by Buyer unless otherwise noted by Seller in the authorization to return goods. All goods authorized for return are subject to Seller’s inspection and acceptance, and a minimum handling charge equal to 15% of Credit Application and Agreement - 2005.doc Page 3 of 8
  4. 4. Page 2 TERMS AND CONDITIONS OF SALE the purchase price of the goods, or $20.00, whichever is greater, will be assessed, unless otherwise noted in Seller’s authorization to return said goods. 7. CHANGES OR CANCELLATIONS. Cancellation, suspension, or variation of the order shall be valid only with the consent and upon terms agreed to by the Seller in writing. In the event of such agreement Buyer shall pay to Seller any cancellation, or other charges or expenses, including l ss of profit, as compensation for all loss incurred as a result of o cancellation. 8. WARRANTY AND DISCLAIMER. The goods described herein are warranted to be free from defects of workmanship and material unless sold on an AS-IS basis. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THOSE OF THE MANUFACTURER OR THE DESCRIPTION ON THE FACE HEREOF, AND THE SELLER SPECIFICALLY EXCLUDES ANY OTHER EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS. THE WARRANTY CONTAINED IN THIS PARAGRAPH AS LIMITED IN IT, IS THE ONLY WARRANTY EXTENED BY THE SELLER IN CONNECTION WITH ANY SALE BY IT AND IS EXTENDED TO THE IMMEDIATE BUYER ONLY AND NOT TO ANY SUCCESSIVE BUYERS, USERS, THIRD PARTIES, OR EMPLOYEE. 9. REMEDIES. Upon breach of warranty or other provision, the Seller’s obligations expressly limited, at the sole option of the Seller, to repair or replace defective goods, or credit the purchase price for goods, which upon examination by Seller, or its representatives shall prove to have defects in workmanship and/or materials under ordinary and normal use. 10. LIMITATION OF DAMAGES. In no event shall Shall Seller have any liability whatsoever for payment of any consequential, incidental, indirect, special, or tort damages of any kind, including, but not limited to, any loss of profits. 11. BUYER RESPONSIBILITY – INDEMNITY. a) Buyer assumes and shall bear sole responsibility for providing adequate and efficient safeground, workhandling tools, and safety devices necessary to provide a safe workplace and to protect fully all personnel from bodily injury or death which otherwise may result from the use, operation, setup or maintenance of the goods, including safeguards to prevent any release of liquid into the environment Compliance with the Occupational Safety and Health Act and the regulations adopted under it and with other prevailing federal, state, and local codes and industry-accepted standards is the responsibility of Buyer. Seller shall bear no responsibility whatsoever for the failure of Buyer to order, install, or use safeguards, work-handling tools; or safety devices. Buyer shall establish, and require all persons who, operate, set up, or maintain the goods to use all proper and safe operating procedures, including, but not limited to, procedures set forth in any manuals or instruction sheets relating to the goods. Buyer shall not remove or modify and devices, warning signs, or manuals furnished with or installed upon or attached to the goods. b) Buyer releases all actions (including, but not limited to, any action for injury to or death of any person or damage to property arising out of the manufacture, sale, use, or operation of the goods) which Buyer may have at any time against Seller or its agents or employees. Buyer agrees to indemnify and hold harmless Seller and its agents and employees of, from and against any and all loss, damage, expense (including reasonable attorney’s fees), claims, suits, or liability which Seller or any of its agents or employees may sustain or incur at any time, for or by reason of any injury to or death of any person or damage to any property, or release of liquid into the environment arising out of any claimed or actual breach by Buyer of Buyer’s undertaking under Paragraph 11 (a) or any acts primarily attributable to the conduct of Buyer or its employees and agents including but not limited to the negligence or reckless conduct of Buyer’s employees or agents, Buyer’s maintenance if the goods, Buyer’s addition to or modification of the goods, or Buyer’s use of the goods in an inappropriate manner. c) Buyer shall notify Seller promptly, in writing, and in all events within ten (10) days after its occurrence, of any accident or malfunction involving any goods which results in injury to death of persons, including Buyer’s agents and employees or damage to property, including Buyer’s property or of a release of liquid into environment Buyer shall cooperate fully with Seller in investigating and determining the cause of any such accident of malfunction. Credit Application and Agreement - 2005.doc Page 4 of 8
  5. 5. Page 3 TERMS AND CONDITIONS OF SALE 12. APPLICABLE LAW. These terms and conditions shall be governed and construed in accordance with the laws of the state of Illinois. 13. SUCCESSORS. Seller’s quotation and these terms and conditions shall inure to the benefit of and be binding upon the successor’s of the parties to them. 14. LIMITATION OF ACTION. Any action or suit against Seller arising in any way from the quotation, the Terms and Conditions, or with respect to the goods must be commenced with one (1) year after the cause of action has occurred. 15. SEVERABILITY. The invalidity of any of the terms and conditions provided herein shall not invalidate the remaining valid terms and conditions which shall remain in full force and effect. 16. WHOLE AGREEMENT. Quotations and all the terms and conditions, and warranties incorporated herein are the final, complete, and exclusive expression of the parties agreement and all previous oral or written communications and excluded, except if incorporated by reference herein. In the event that any legal proceeding is necessary to enforce the terms and conditions of the agreement the prevailing party shall be entitled to recover as part of its damages, all resulting costs and expenses including reasonable attorney’s fees and court costs. 17. ARBITRATION. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Association, and judgment upon the award rendered by the Arbitrator may be entered in any court having jurisdiction thereof. To expedite the procedure the AAA will appoint an arbitrator to hear and decide the dispute without submitting lists or arbitrator candidates to the parties. 18. COSTS. In the event any action shall be brought to enforce the performance of this agreement, the prevailing party shall be entitled to recover from the other party, as part of the other party’s costs and expenses, reasonable attorney’s fees. 19. WAIVER. No waiver of performance required by Buyer shall be valid unless in writing by Seller or his representative. No waiver of specific action shall be construed as a waiver of future performance. Buyer has read and understands the contents herein. ____________Init. ____________Date Credit Application and Agreement - 2005.doc Page 5 of 8
  6. 6. HOME OFFICE CREDIT INVESTIGATION AUTHORIZATION 510 S. Westgate Avenue Addison, IL 60101-4525 Phone: (800) 765-2080 Fax: (847) 364-1596 Applicant acknowledges that Source North America Corporation will make a credit investigation and authorizes Applicant’s bank, credit and trade reference to release information as requested by Source North America Corporation. Applicant authorizes the bank to release bank information, requested by Source North America Corporation. __________________________________________ _____________________________________________ Applicant Authorized Signature and Title _____________________________________________ Date Credit Application and Agreement - 2005.doc Page 6 of 8
  7. 7. HOME OFFICE PERSONAL GUARANTY 510 S. Westgate Avenue Addison, IL 60101-4525 Phone: (800) 765-2080 Fax: (847) 364-1596 For value received and to induce Source North America Corporation, hereinafter call the creditor to undertake or continue to sell goods to (name of individual and company) hereinafter called the Debtor, the undersigned hereby unconditionally and absolutely guarantees payment when due of any and all present or future indebtedness owed to the creditor by the Debtor, whether said indebtedness is in the form of notes, bills, or open account, and hereby agrees to pay such indebtedness punctually if default in payment thereof is made by the Debtor. The undersigned expressly waives notice of acceptance of guarantee, any notice of extension of credit or any transaction, demands and notice of nonpayment, and consents to any extensions of time of payment of all or any of the indebtedness hereby guaranteed. Without in any way limiting the generality of the foregoing, the undersigned acknowledges that this guaranty encompasses Debtor’s purchases of goods on account, which have heretofore been made and which may be from time to time hereinafter, and service, handling and delinquency charges incurred theron, money borrowed by Debtor (whether secured or not) and interest thereon. This guaranty is continuing and unlimited as to amount and time it shall continue in force, notwithstanding any change in the form of such indebtedness or renewals or extensions or acceptance of security, but my be revoked by the undersigned effective five (5) days after receipt by you of notice to that effect, signed by the undersigned and delivered to you, but such revocation s hall not affect liability on any indebtedness then existing. The undersigned will indemnify the Creditor for attorney’s fees, court costs and other legal expenses incurred by the Creditor in enforcing this guaranty. The undersigned represents that this guaranty is in furtherance of its corporate purposes, that the execution, delivery and performance of this guaranty have been authorized by all necessary corporation action (including appropriate board resolutions) and that the Certificate of Incorporation and the By-Laws of the undersigned corporation contains no limitation on the giving of any guarantee of payment. __________________________________________ _____________________________________________ Guarantor Date __________________________________________ _____________________________________________ Witness Date Credit Application and Agreement - 2005.doc Page 7 of 8
  8. 8. 510 S. Westgate Avenue Addison, IL 60101-4525 Phone 847-364-1744 Fax 847-364-1596 MULTISTATE TAX COMPACT: UNIFORM SALES & USE TAX CERTIFICATE MULTI-JURISDICTION ISSUED __________________________________________________________________________________ TO __________________________________________________________________________________ SELLER: __________________________________________________________________________________ I certify that:______________________________________________________________ is engaged as a registered: ______________________________________________________ Wholesaler _____________________ Retailer _________________________ Firm: ________________________________________________________ Manufacturer ___________________ (Buyer) Seller (California) ________________ ______________________________________________________ Lessor __________________________ Other __________________________ And is registered with the below listed states and cities within which your firm would deliver purchases to us and that any such purchases are for wholesale, resale, ingredients or components of a new product to be resold, leased, or rented in the normal course of business. We are in the business of wholesaling, retailing, manufacturing, leasing (renting) the following: Description of Business: ___________________________________________________________________________________________________________ General description of products to be purchased from the seller: ______________________________________________________ ___________________________________________________________________________________________________________ STATE REGISTRATION, SELLER’S PERMIT, OR ID NUMBER OF PURCHASER AL IL NM AR KS NV AZ KY OH CA MD RI CO ME SC CT MI SD DC MN TN FL MO TX GA NC UT HI ND VT IA NE WA ID NJ WI If state is not listed, call Source Credit Department for appropriate form. I further certify that if any property so purchased tax free is used or consumed by the firm as to make it subject to a Sales or Use Tax we will pay the tax due directly to the proper taxing authority when state law so provides or inform the seller for added tax billing. This certificate shall be a part of each order which we may hereafter give to you, unless otherwise specified, and shall be valid until canceled by us in writing or revoked by the city or state. Under penalties of perjury, I swear or affirm that the information on this form is true and correct as to every material matter: Authorized Signature: ___________________________________________________________________________________________________ (Owner, Partner or Corporate Officer) Title:____________________________________________________________________ Date:__________________________________ Credit Application and Agreement - 2005.doc Page 8 of 8