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Terms and Conditions
All credit provided by Distribution International, Inc. ("DI") and all affiliates, subsidiaries and divisions to the customer, identified in the Applicant information
section A above ("Customer") are subject to the terms and conditions of this credit agreement ("the Credit Agreement").
1. Terms. Distribution International's terms under this Credit Application are net 30 days from date of invoice. Customer shall pay for all charges
related to those goods based on the agreed upon terms.
2. Late Payments: Consequences and Cost of Enforcement. The customer is in material breach of the Credit Agreement if the customer does any of the
following(I) fails to make a payment when due, (II) becomes insolvent, (III) undergoes a change in ownership, (IV) files a voluntary bankruptcy proceeding or has an
involuntary bankruptcy petition filed against it without obtaining a discharge of that petition within 75 days, (V) has a receiver appointed over all or any of its assets, or
(VI) takes any other action that DI determines in its sole discretion adversely impacts the conditions under which credit was extended. If Customer is in material breach of
the Credit Agreement then the following occurs: (a) all amounts outstanding to all DI companies will become due immediately; (b) DI has the right to cancel any
pending orders; and (c) Customer shall pay a finance charge on all amounts outstanding at a rate equal to amount currently charged by DI, not to exceed the lesser
of 2% per month or the highest rate permitted by applicable law, all without prejudice to any other rights DI may have. Bank fees will be charged on any returned checks.
Customer will pay all costs of collection of any amounts due to DI, including legal fees and court cost and other expenses incurred in the collection of the debt. In
the event of a material default DI may in its sole discretion, apply any payments first to attorney’s fees, costs or expenses, any accrued and unpaid interest, any
remaining balance due and owing under the respective outstanding invoices.
3. Collateral Security. As collateral security for the payment of the purchase price of the goods, the Customer hereby grants to DI a lien on and security interest
in and to all of the right, title, and interest of the Customer to the goods, wherever located, and whether now existing or hereafter arising or acquired from time to time,
and in all accessions thereto and replacements or modifications thereof, as well as all proceeds of the foregoing. The security interest granted constitutes a purchase
money security interest under the Uniform Commercial Code.
4. Governing Law and Litigation. The validity, construction and performance of this application and performance of each contract to which these Terms and
Conditions apply is governed by Texas law (applied without regard to conflicts of law principles). The parties agree to the non-exclusive jurisdiction of the State and Federal
courts in Harris County for Texas.
5. Indemnification. Customer shall indemnify, defend and hold DI harmless from all claims, damages and expenses (including attorneys’ fees) arising out of
Customer’s (a) breach, (b) possession, use, handling, storage, sale, processing or any disposition of the goods, and (c) errors, omissions, negligence or other wrongful
conduct of Customer and its customers, users, agents or subcontractors. In any matter to which this paragraph applies, DI shall have the right to select and retain counsel of
its own choosing, all at Customer’s expense and to participate in the defense.
6. Miscellaneous. Customer will pay all sales, use, excise and other taxes, due with respect to sales by DI. Customer may not assign any order or contract without
DI's written consent. If any term or condition of this Credit Application is unenforceable, the remaining terms and conditions shall remain in full force and effect. This Credit
Agreement is binding upon and shall inure to the benefit of the respective successors and permitted assigns of the parties, but Customer shall not assign or otherwise
transfer this Credit Application without the express written consent of DI. Customer represents and warrants now, and with each order, (I) that it has the required funds
immediately available for full payment of the ordered goods (II) that the signing or ordering party has the full authority to act in that capacity. This Credit Application is not a
requirement contract, nothing herein requires Customer to purchase from DI, nor DI to sell to Customer. All notices shall be delivered to the addresses provided by the
respective parties on this Credit Application. Customer represents and warrants that it has had an opportunity to fully review the provisions of this Credit Application.
Customer shall notify DI of any changes in ownership or corporate structure of Customer and shall be in a default under this Credit Agreement if Customer does
not notify DI of such change of ownership or corporate structure within thirty (30) days of such change. To the extent DI and Customer currently have a written
agreement as to the terms/conditions of sale, the terms/conditions of this Credit Agreement shall supersede and control to the extent the provisions of this Credit
Agreement conflict with or were not included in any previous written agreement(s). Each individual signing this Application/Agreement on behalf of Customer represents
and warrants that he/she has full authority to do so.
7. CUSTOMER UNDERSTANDS THAT ALL INFORMATION PROVIDED BY IT IN THIS APPLICATION IS OPEN TO INVESTIGATION BY DI. CUSTOMER ALSO AUTHORIZES
THE BANK, CREDIT, AND TRADE REFERENCES IT HAS LISTED TO RELEASE INFORMATION TO DI FOR THE PURPOSE OF CUSTOMER OBTAINING CREDIT.
AUTHORIZED SIGNATURE:
AUTHORIZED SIGNATURE:
By:____________________________________________
Title:__________________________________________
By: ____________________________________________
Title: __________________________________________
CONTINUING PERSONAL GUARANTY
In consideration for Distribution International to extend credit to Company and of other good and valuable consideration, the Undersigned does
hereby guarantee, absolutely and unconditionally, payment of all obligations of Company to Distribution International, at maturity, of whatever nature, whether now
existing or hereinafter incurred (the “Guaranty”). The Guaranty is a guaranty of payment and not of collection and the Undersigned waives any right to require that
Distribution International bring any action against Company or any identified security before proceeding against the Undersigned. This Guaranty shall not be limited to
any specific time or period and this Guaranty shall remain in effect until all the terms, conditions, and obligations of the Company regarding payment of outstanding
balances have been fully satisfied. The Undersigned agrees to pay all costs of collection and the reasonable attorneys’ fees incurred by Distribution International
to enforce this Guaranty. This document contains the entire Guaranty and shall be construed and interpreted in accordance with the laws of the State of
Texas. Any change, modification or discharge in whole or in part this Guaranty must be in writing and signed by an authorized officer of Distribution International and
the Undersigned to be valid.
Guarantor
_______________________________________
Signature
_______________________________________
Printed or Typed Name
Home Address: __________________________
________________________________________
Guarantor
_______________________________________
Signature
_______________________________________
Printed or Typed Name
Home Address: __________________________
________________________________________
Credit Application 03/18/2020
