Credit Application

By signing this Commercial Credit Agreement and Application, and initialing each page of the attached Disclosure and Terms (which are incorporated herein and referred to collectively as the “Agreement”), you, the Customer, and the individual signing on behalf of the Customer, represent and warrant to Kent Companies, Inc. (d/b/a “Foundation Rescue Supply”) that all information provided is true and correct. You further represent that the individual signing has full authority to execute this Agreement on behalf of the Customer, and that, by their signature, the Customer has duly executed this Agreement. A signed copy of this Agreement, including this Acceptance and Approval and the initialed 4-page Disclosure and Terms, must be returned to Kent Companies, Inc.

The undersigned unconditionally guarantees payment to Kent Companies, Inc. (d/b/a “Foundation Rescue Supply”) for all charges made on this account, including late payment charges and all costs of collection incurred by Kent Companies, Inc. (d/b/a “Foundation Rescue Supply”), including reasonable attorney’s fees, whether or not formal legal action is taken to collect past due balances. This guaranty includes my agreement to pay any debt owed by the above-named applicant to Kent Companies, Inc. (d/b/a “Foundation Rescue Supply”) in the event the applicant fails to make timely payments following a demand for payment. I waive notice of acceptance of this guaranty, notice of any extensions of time for payment, notice of the sale of any collateral, and all other notices to which I may otherwise be entitled by law, including any demand against the applicant. I consent to the above agreement. This guaranty may be assigned without notice to me.

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 (“Agreement”), you acknowledge and affirm that the transaction contemplated herein is a business transaction and not a consumer transaction. You further represent and warrant that, regardless of the capacity in which you complete this Agreement—including, without limitation, as a principal of a business entity, a sole proprietor, or a personal guarantor—any credit or financing requested is exclusively for the purpose of acquiring products or services for commercial or business use, and not for personal, family, or household purposes.

2. Payment Terms.

All accounts shall be cash on delivery (COD) until this Agreement has been completed, reviewed, and approved by Kent Companies, Inc. (KCI), in its sole discretion. Once approved for credit, all invoices will be due 30 days from the invoice date. Any invoice balance that remains unpaid after the due date shall accrue interest from the invoice date at the lesser of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law. Interest will begin to accrue on the 31st day after the invoice date and will continue to accrue on the unpaid balance until it is paid in full.

3. Return of Inventory/Remedies.

Due to the high cost of processing returns, if purchased inventory is returned to KCI for any reason other than quality issues, a restocking fee of 20% will be charged to the Customer's account.

KCI shall not be responsible for any damages or losses sustained by the Customer due to late delivery or the condition of the purchased inventory. The Customer’s exclusive remedies 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. The Customer agrees that KCI’s liability is subject to the limitations set forth herein, including those outlined in Paragraph 9.

4. Sales Tax Notification.

KCI is obligated to collect sales tax as required by applicable law. Unless KCI becomes aware of a change in such laws, it will continue to collect sales tax accordingly. If Customer’s business is audited for unpaid sales or use tax, KCI is not responsible for any such taxes unless they were collected by KCI.

For states where KCI does not collect sales tax, it is required to retain a copy of the Freight Bill of Lading as evidence of an interstate transaction.

5. Sales Tax Exemptions.

Sales Tax Exemption Certificates are honored by KCI, provided they are presented at the time of purchase. Certificates must be issued by the appropriate state tax authority, clearly identify the certificate holder, and specify the type of exemption being claimed. A separate certificate is required for each state in which exemption is claimed. It is Customer’s responsibility to ensure all certificates remain current, and KCI reserves the right to request updated certificates at any time.

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. You represent and warrant to KCI that the information provided in this Agreement is true and complete. The Customer authorizes KCI to investigate the Customer’s credit history—whether by obtaining a credit report or through other means—in connection with this credit application or any subsequent review of the Customer’s credit standing under this Agreement. The Customer further authorizes KCI to share information obtained under this Agreement with local and national credit associations and reporting services. To ensure the continued accuracy of this information, the Customer understands that this Agreement constitutes an ongoing obligation to update or supplement the information as circumstances change. Such changes may include, but are not limited to, filing for bankruptcy, business dissolution, or the initiation of legal action by another creditor 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 Customer’s credit—whether as to time or amount—and may, as a consequence, require payment in cash prior to the delivery or sale of any products or services.

This Agreement and the Customer’s obligations hereunder shall apply to all purchases. Any credit limits established by KCI from time to time are solely for its internal auditing purposes and do not limit the Customer’s liability.

8. Warranty.

For a period of one (1) year from the date of sale, products sold under this Agreement shall be free from material defects, excluding ordinary wear and tear. The warranties under this Agreement do not apply if the products: (1) have been subjected to abuse, misuse, neglect, negligence, accident, improper testing, installation, storage, or handling; abnormal physical stress or environmental conditions; or use contrary to any instructions issued by KCI or the product manufacturer; (2) have been reconstructed, repaired, or altered by any party other than KCI or its authorized representative; or (3) have been used in conjunction with any third-party product, hardware, or equipment not previously approved in writing by KCI. All warranty claims must be submitted in writing and received by KCI no later than one (1) year from the date of sale. KCI must be provided with a reasonable opportunity to inspect the products and make any necessary corrections; otherwise, the warranty claim will be barred. KCI shall have no obligation to honor this warranty unless full and final payment has been received.

The Customer agrees that its sole and exclusive remedy under this Agreement shall be limited to the repair or replacement of defective products, provided KCI is promptly notified in writing of any defect in accordance with the terms of this Agreement. The Customer’s remedies are conditioned upon the Customer’s compliance with its obligations herein. This exclusive remedy shall not be deemed to have failed of its essential purpose as long as KCI remains willing to repair or replace the defective products.

Unless otherwise confirmed in writing by KCI, the Customer shall, at its own expense and risk of loss, ship the allegedly defective products to KCI’s designated facility for inspection and testing. If KCI’s inspection and testing determine, to its reasonable satisfaction, that the products are defective and such defect was not caused or contributed to by any of the conditions described above, KCI shall, at its sole discretion and expense: (a) repair or replace the defective products, or (b) credit or refund the purchase price of the defective products, less any applicable discounts, rebates, or credits. If KCI elects to repair or replace the defective products, it shall, after receiving the returned items, ship the repaired or replacement products to the delivery location designated by KCI.

There are no warranties or remedies beyond those described herein. 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 shall not be liable to Customer for any incidental, consequential, or special damages, including, without limitation, lost revenues or profits, delay damages, or diminution in the value of property. The Customer’s exclusive alternative remedy, in the event that the limited remedy of repair or replacement fails of its essential purpose, shall be the recovery of damages as limited herein. The parties agree that this alternative remedy remains enforceable even if the limited remedy fails of its essential purpose.

For any loss or damage arising out of or related to this Agreement, KCI’s total liability for any claim, including but not limited to negligence, breach of contract, or breach of warranty, shall not exceed the amount paid by Customer to KCI under this Agreement for the relevant products. In no event shall KCI be liable for consequential, incidental, or special damages; delay damages; lost production or profits; diminution in property value; or damages resulting from the presence of insect infestation, mold, or other biological agents. No action arising out of or related to this Agreement, regardless of form, may be brought against KCI more than two (2) years after the date of sale.

10. Miscellaneous.

All purchases made by employees or other agents of the Customer in the ordinary course of business shall be deemed duly authorized by the Customer, unless the authority to make such purchases has been expressly limited in writing to certain named individuals, and such limitation has been agreed to in writing by KCI.

KCI may deduct or set off amounts owed by the Customer to satisfy any balance due for purchases made under 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, collection agency fees, and related expenses, in the event any of Customer’s accounts are referred to a collection agency or attorney for collection. Customer also agrees to reimburse KCI for any bank fees incurred by KCI as a result of dishonored checks.

This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan. Customer agrees that any action or proceeding arising out of or relating to this Agreement, including those involving collections or billing disputes, shall be brought exclusively 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 be deemed a waiver of such right or remedy, and no waiver of any breach of this Agreement shall be construed as a waiver of any prior or subsequent breach of the same or any other provision. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain valid and enforceable to the fullest extent permitted by law.