By digitally completing and signing this Commercial Credit Agreement and Application, including the Disclosure and Terms below, which are incorporated herein (the “Agreement”), you, the Customer, and the person signing this Agreement on behalf of Customer, represents and warrants to Kent Companies, Inc. (d/b/a “Foundation Rescue Supply”) that all information contained herein is true and correct, that he or she has full authority to execute this Agreement in his or her authorized capacity, and that by his or her signature on this Agreement, Creditor has executed this Agreement. By clicking “Submit,” a signed copy of this Acceptance and Approval of the Disclosure and Terms will be returned to Kent Companies, Inc. Customer acknowledges and agrees that by digitally signing the Agreement, that its digital signature is the legal equivalent of Customer’s manual/handwritten signature and Customer consents to being legally bound hereby. Customer further agrees that its digital signature on this document is as valid as if it was manually signed in writing.
DISCLOSURES AND TERMS
If you have any questions, please contact your sales representative.
Please remit all payments to the following address:
Kent Companies, Inc.
C/O Accounts Receivable
130 60th Street SW
Grand Rapids MI 49548
1. Business Purposes.
By signing and submitting this Agreement and Agreement (“Agreement”), you represent that this is a business transaction, not a consumer transaction. By signing below, you hereby expressly affirm that, by completing this Agreement in any capacity, including, without limitation, as the principal of a formal business entity, a sole proprietor, or a guarantor, even if your personal creditworthiness alone is the basis for establishing eligibility for services sought by this Agreement, you are seeking financing to purchase products for commercial and/or business purposes only, and not for personal, family or household use.
2. Payment Terms.
All accounts are COD until this Agreement has been completed, reviewed, and approved by Kent Companies, Inc. (KCI), in its discretion. Once approved for credit, all invoices shall be due 30 days from the invoice date. KCI reserves the right to increase customer pricing by 3% and offer a 3% payment terms discount for customer payments made within 30 days of the invoice date for any customers who have a late payment history. Any invoice balance that remains unpaid when due shall bear interest from the date of the invoice until fully paid at the lesser rate of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law. The accrued interest from the date of the invoice will be charged beginning on the 31st day past the invoice date and shall continue to accrue thereafter on the unpaid invoice amount until paid in full.
3. Return of Inventory/Remedies.
Due to the high cost of processing returns, in the event that purchased inventory is returned to KCI for any reason other than for quality, a restocking fee of 20% will charged to your Customer account.
KCI shall not be responsible for damages or losses sustained by Buyer from late delivery or condition of purchased inventory. The exclusive remedies of the Customer in the event that the purchased inventory does not conform to KCI’s description shall be replacement or return of such inventory within a reasonable time. Customer agrees that KCI’s liability is subject to the limitations set forth herein, including under Paragraph 9.
4. Sales Tax Notification.
KCI Is obligated to collect sales tax in the following states: Alabama, Arkansas, Florida, Georgia, Illinois, Indiana, Iowa, Louisiana, Maryland, Michigan, Minnesota, Missouri, North Carolina, Ohio, South Carolina, Virginia, West Virginia, and Wisconsin. Unless KCI has knowledge of a change in applicable law, KCI will not collect sales tax for any other state than the aforementioned. In the event that your business is audited for payment of sales tax or use tax, unless they were collected by KCI, KCI is not responsible for any portion of such taxes.
For states where KCI does not collect sales tax, KCI is required to retain a copy of the Freight Bill of Lading as evidence of the interstate transaction.
5. Sales Tax Exemptions.
Sales Tax Exemption Certificates are honored by KCI as long as they are presented to KCI at the time of purchase. Please contact your sales representative with any questions.
6. Credit Reports.
The Customer authorizes the release of credit information to KCI or its designee from any source including credit reporting agencies and the bank listed above. The information in this Agreement is true and complete. Customer authorizes KCI to investigate Customer’s credit history whether to obtain a credit report or otherwise, in connection with Customer’s application for credit or later in connection with an update of credit standing under this Agreement. Customer authorizes KCI to share information obtained pursuant to this Agreement with local and national credit associations and reporting services. In order that such information herein shall remain true and complete, Customer understands that this Agreement represents a continuing obligation on Customer’s behalf to revise or supplement the information herein as may become necessary by changed circumstances, including but not limited to Customer filing bankruptcy, filing for dissolution, the filing of a suit against the Customer by another creditor in an attempt to collect a debt.
7. Limit, Suspension or Cancellation of Credit.
If KCI determines, in its sole discretion, that the financial condition of the Customer so warrants, KCI may at any time limit, suspend, or cancel the credit of the Customer as to time or amount, and as a consequence, may demand payment in cash before delivery or sale of any products or services.
This Agreement and Customer’s obligations hereunder shall apply to all purchases. Any credit limits as may be established by KCI from time to time are for purposes of its internal auditing procedures. They are not a limit of Buyer’s liability.
8. Warranty.
For a period of one (1) year from the date of sale, products sold under this Agreement will be free from material defects,
ordinary wear and tear excepted. The warranties under this Agreement do not apply where products (1) have been subjected to abuse, misuse, neglect, negligence, accident, improper testing, improper installation, improper storage, improper handling, abnormal physical stress, abnormal environmental conditions, or use contrary to any instructions issued by KCI or the product manufacturer; (2) have been reconstructed, repaired, or altered by persons other than KCI or its authorized representative; or (3) have been used with any third-party product, hardware, or product that has not been previously approved of in writing by KCI. All warranty claims must be submitted in writing and received by KCI not more than one (1) year after date of sale and KCI must be provided a reasonable opportunity to inspect and make corrections, or such warranty claims are barred. KCI shall have no obligation to honor this warranty unless full and final payment has been made.
The Customer agrees that its sole and exclusive remedy against KCI will be limited to the repair and replacement of defective products, provided that KCI is promptly notified in writing of any defect in accordance with this Agreement. The Customer’s remedies under this Agreement are conditioned on Customer’s compliance with its obligations under this Agreement. This exclusive remedy will not be deemed to have failed of its essential purpose as long as KCI is willing to repair or replace the defective products.
Unless otherwise confirmed in writing by KCI, Customer shall ship, at Customer’s expense and risk of loss, the allegedly defective products to KCI’s facility designated by KCI for inspection and testing by KCI. If KCI’s inspection and testing reveals, to KCI’s reasonable satisfaction, that such products are defective and any such defect has not been caused or contributed to by any of the factors described herein, KCI shall in its sole direction, and at its expense, (a) repair or replace the defective products or (b) credit or refund the price of the defective products less any applicable discounts, rebates, or credits; and if KCI exercises its option to repair or replace, KCI shall, after receiving Customer’s shipment of the defective products, ship to Customer at Customer’s expense and risk of loss, the repaired or replaced products to the delivery location designated by KCI.
There are no warranties or remedies which extend beyond the description on the face hereof. ANY AND ALL IMPLIED WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED AND EXCLUDED.
9. Limitation of Liability.
KCI will not be liable to Customer for any incidental, consequential, or special damages, including, without limitation, lost revenues and profits, delay damages, or diminution in the value of the property. The right to recover damages within the limitations set forth is Customer’s exclusive alternative remedy if the limited remedy of repair or replacement fails its essential purpose. The parties agree that this alternative remedy will be enforceable even if the limited remedy of repair or replacement fails its essential purpose.
For any loss or damage arising out of or related to this Agreement, KCI’s liability for any claim of any kind, including without limitation, negligence, breach of contract and breach of warranty, shall not exceed the sum Customer paid to KCI under this Agreement for such products and shall not include any liability for consequential, incidental or special damages, delay damages, lost production or profits, diminution in the value of the property or damages arising from the presence of insect infestation, mold or other biological agents. No action, regardless of its form and arising out of this Agreement may be brought against KCI more than two (2) years after the date of sale.
10. Miscellaneous.
All purchases in the ordinary course of business made by employees or other agents of the Customer, shall be considered duly authorized by the Customer unless the authority to purchase is limited in writing to certain named individuals and this limitation is agreed to in writing by KCI.
KCI may deduct or setoff sums due it from Customer in order to satisfy any balance due for purchases made by Customer pursuant to this Agreement, whether such setoff or counterclaim arose before or after the execution of this Agreement. Customer agrees to pay all costs of collection, including reasonable attorney’s fees and costs in the event any account of the Customer is referred to an attorney for collection. Customer agrees to reimburse KCI for any bank fees charged to KCI as a result of dishonored checks.
This Agreement shall be construed under the laws of the State of Michigan. Customer agrees that any action or proceeding regarding this Agreement, including any collection, or billing disputes may only be brought in the courts of the State of Michigan, County of Kent, or in the United States District Court for the Western District of Michigan.
No delay by KCI in exercising any right or remedy shall constitute a waiver thereof, and no waiver by KCI of the breach of any provision of this Agreement shall be construed as a waiver of any preceding or succeeding breach of the same or of any other provision of this Agreement. In the event that any one or more of the provisions of this Agreement shall be held invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.