Seller and Buyer agree as follows:
1. CFM EQUIPMENT DISTRIBUTORS, INC. is executing this agreement to provide credit sales to Buyer based and in reliance upon CFM
EQUIPMENT DISTRIBUTORS, INC.’s approval of an Application for Open Account submitted by Buyer who warrants the accuracy and
truthfullness of the information set forth therein. Buyer understands and acknowledges that CFM EQUIPMENT DISTRIBUTORS, INC. is relying
upon the information Buyer has provided on the credit application. Buyer further understands and acknowledges that CFM EQUIPMENT
DISTRIBUTORS, INC. will suffer detrimental harm if Buyer intentionally or should have known they were providing false information.
2. Unless otherwise agreed to in writing, signed by an officer of both the Buyer and CFM EQUIPMENT DISTRIBUTORS, INC, Buyer agrees that the terms of the AGREEMENT FOR
COMMERCIAL OPEN ACCOUNT are the only terms that apply to any transaction between the buyer and CFM EQUIPMENT DISTRIBUTORS.
3. CFM EQUIPMENT DISTRIBUTORS, INC. agrees to establish an open account in the name of Buyer for purchases made by Buyer from CFM EQUIPMENT DISTRIBUTORS, INC. from time to time.
4. Unless otherwise agreed in writing, Buyer agrees to pay CFM EQUIPMENT DISTRIBUTORS, INC. the invoice amount of all purchases within thirty (30) days of the invoice date. All transactions, quotes, invoices are in US dollars. All payments shall be made in US dollars. Buyer authorizes CFM EQUIPMENT DISTRIBUTORS, INC. to process ACH transactions on Buyer’s bank for payments received and past due account payments on Buyer’s account pursuant to the Electronic Authorization given by Buyer to CFM EQUIPMENT DISTRIBUTORS, INC. Accounts remaining unpaid beyond our terms will be placed on credit hold pending satisfactory payments. Any customer not meeting his financial obligations will be
considered delinquent and may be subject to the loss of open credit.
5. Buyer will be invoiced in the regular manner for all parts even though it may be an in-warranty transaction. Credit will be issued promptly on the return of the defective part, as long as it is returned within the prescribed time limit and has the required information necessary for us to issue credit under the terms of the In-Warranty Policy. Withholding payment of any invoice in anticipation of an in-warranty credit does not meet the conditions of our terms of sale.
6. All sales are F.O.B. Sacramento, California, or other shipping points of CFM EQUIPMENT DISTRIBUTORS, INC., with shipping costs payable by Buyer except to the extent of freight allowances given by CFM EQUIPMENT DISTRIBUTORS, INC. on current price sheets.
7. The parties agree that only manufacturer warranties are included in sales. Buyer understands that they are explicitly waiving the implied warranty of merchantability in all sales of goods purchased through CFM EQUIPMENT DISTRIBUTORS, INC.
8. CFM EQUIPMENT DISTRIBUTORS, INC. shall have no obligation to make credit sales in the event of a delinquent open account.
9. Returns may be subject to a minimum 10% restocking fee. Non stock and special order items are not eligible for return.
10. Buyer agrees to pay CFM EQUIPMENT DISTRIBUTORS, INC. a daily finance charge equal to 1.5% per month, or 18% per annum, on all past due accounts until paid.
11. Buyer hereby grants to CFM EQUIPMENT DISTRIBUTORS, INC. a security interest under the California Commercial Code Chapter 13 in all
equipment in the Buyer’s possession from time to time, and the sale proceeds therefrom, to secure all obligations of the Buyer to CFM EQUIPMENT DISTRIBUTORS, INC. under this Agreement and the obligations of Buyer, from time to time, to pay CFM EQUIPMENT DISTRIBUTORS, INC. for the purchase of equipment. Buyer agrees to execute a financing statement (UCC-1) for filing with the Secretary of State, and such further documents
as may be reasonably requested by CFM EQUIPMENT DISTRIBUTORS, INC. to perfect its security interest hereunder. Buyer authorizes CFM EQUIPMENT DISTRIBUTORS, INC. to execute or endorse on behalf of Buyer financing statements and amendments thereto, and documents evidencing or perfection the security interest granted herby, as attorney-in-fact for Buyer. This power of attorney granted herein is irrevocable and couple with interest.
12. Buyer agrees to pay all costs of collection, including but not limited to attorney’s fees, expert witness fees, agency fees, and court costs incurred by Seller, with respect to any and all collection efforts and legal proceedings taken by Seller to collect any past due account. Standard collection efforts include, but are not limited to, UCC § 2-609. Right to adequate assurance of performance. Collections activity may include, but are not limited to, phone calls, emails, late notices, and final demands.
13. The parties agree that this agreement shall be governed by the laws of the State of California and that any legal proceeding brought to enforce the terms and provisions of this agreement shall be filed in a court of competent jurisdiction at Sacramento, California.
14. Buyer represents that it is a sole proprietor, partnership, corporation, LLC, or other legal entity as set forth in Buyer’s Application.
15. For sales of product that take place in states outside of CFM EQUIPMENT DISTRIBUTORS, INC. shipping locations, at the customer’s point of delivery, customer agrees to report and pay all applicable sales and use taxes in connection with sale and hold CFM EQUIPMENT DISTRIBUTORS, INC. harmless therefrom.
