PAYMENT TERMS
I. This Credit Application begins the process of establishing a credit account with Combine Buying Group Inc., (“Combine”) until a credit line has been established. All orders may require a payment in advance of shipment or delivered on a PRE-PAID basis.
Once applicant/member has a Credit Line established, prompt payment is due and made payable to Combine Buying Group, Inc., at its principal place of business address as set forth above, by the Statement due date. Partial payments are not authorized. Vendor Credits for returned or exchanged goods may not be deducted from the Statement in advance of the Credit being received by the Combine office. Overdue accounts are subject to a late charge at the rate of 1.5% per month, or such maximum lesser rate as may be permitted by law on the overdue balance. If payment is not received by the twenty-fifth (25th) day of the month, all discounts will be forfeited and your account(s) with Combine vendors will be placed “ON HOLD”, pending the receipt of payment. Upon receipt of full payment, an “ON HOLD” account will be evaluated to determine whether a reinstatement will be authorized. Special terms or pricing agreed upon with an approved vendor must be communicated to Combine prior to the month end in order to appropriately bill your account.
CONFIDENTIALITY
II. Each member will be provided with access to a confidential list of suppliers and/or vendors as well as information regarding pricing and/or discounts. A member shall not at anytime disclose to anyone (other than to those of its officers, employees and advisors referenced who are required to know the same) any of the confidential suppliers and/or vendors and pricing as referenced herein, unless said information may properly be available to the public, or required to be disclosed by law or pursuant to an Order of Court of competent jurisdiction.
TITLE TO AND SECURITY INTEREST IN GOODS
III. Member hereby grants Combine a security interest in members inventory as security for the faithful performance and due payment for the products sold hereby. Title to the goods and all products shall pass to the member upon receipt by Combine of payment in full for all amounts due. Member further agrees to provide Combine with such other instruments or collateral as Combine may deem appropriate in order to secure the prompt payment of the indebtedness to it incurred by member from time to time.
DISCLAIMER
IV. Combine, its officers, directors, employees and agents shall not be liable, responsible or accountable in damages or otherwise to the member for any action taken or failure to act on behalf of Combine in good faith (except when such action or failure to act constitutes gross negligence or willful or wanton misconduct), whether or not caused, or alleged to be caused, in whole or in part, by the joint or several negligence, breach of contract or other breach of duty on the part of Combine, its officers, directors, employees and agents. EACH MEMBER ACKNOWLEDGES AND AGREES THAT COMBINE AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS DO NOT MAKE, HAVE NOT MADE, NOR SHALL BE DEEMED TO MAKE OR HAVE MADE, ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE GOODS TO BE PURCHASED FROM APPROVED VENDORS AND/OR SUPPLIERS UNDER THE BUYING GROUP PROGRAM, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO THE ACCURACY IN ADVERTISING, DESIGN, COMPLIANCE WITH SPECIFICATIONS, QUALITY OF MATERIALS OR WORKMANSHIP, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, USE OR OPERATION, SAFETY, PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT OR TITLE. All such risk, as between approved vendors, Combine and the members, are to be borne by the members.
DELINQUENT PAYMENTS
V. Should either the member or Combine initiate legal proceedings which in any way relates to the sale of goods and products in connection with this Member Buyer Group Agreement, this Agreement will be governed by and construed in accordance with the laws of the State of New York, regardless of the laws which might otherwise govern applicable principals of conflict of laws thereof. Guarantor and member hereby submit and consent to the jurisdiction of the New York Courts for the resolution of any dispute arising directly or indirectly from this Agreement and agree that the exclusive venue of any action and/or proceeding arising directly or indirectly from this Agreement shall be in New York County, New York. Guarantor and member hereby waive any objection to venue in New York County, New York and waive any right to assert that New York County, New York is an inconvenient forum. In the event it becomes necessary to enforce any of the terms as set forth in this Agreement, Combine shall be entitled to be reimbursed its reasonable attorney’s fees, court courts and any other expenses incurred in connection with this matter.
PLACEMENT OF ORDERS
VI. No member shall be required to place any order for any goods or products with an approved vendor. Notwithstanding the foregoing, in order to obtain any discounts obtained by Combine from any and all such approved vendors, all member purchasers of such goods and products from approved vendors must be made by placing such order(s) with either the approved vendor, or appropriate, through Combine. From time to time, Combine may provide member with a list of approved vendors, a list of products offered for sale by each approved vendor and a tentative price list for all such products or goods reflecting the terms and conditions of sale. No member shall be obligated to purchase its total requirements of offered products through Combine. No member shall be required to purchase products from an approved vendor under the program if the member can purchase the same products directly from the approved vendor at a price lower than the price offered through Combine.
VII. Combine shall have the option to terminate a member’s participation in the buying program for any one of the following reasons:
a) An assignment of the assets or business of such member for the benefit of its creditors, or appointment of a trustee or receiver to administer or conduct such member’s business or affairs, for the filing of a voluntary or involuntary partition in any Court of Bankruptcy;
b) If such member is an individual, the death of such member;
c) If such member is a corporation, the sale or transfer at any one time, and from time to time of
fifty one percent (51%) or more of any class, common stock of such member to any person or entity other than an existing stockholder of such member, or any other sale, pledge, hypothecation assignment or transfer of such stock so as to change the controlling interest of such member;
d) If such member is a corporation or other business entity, the sale or transfer for consideration to a third party or distribution to members stockholders or equity holders of substantially all of such members assets;
e) The merger or consolidation of such member into another business entity or the merger or consolidation of another business entity into or with such member; or
f) The default by such member in the performance of this Agreement or any other Agreement made in connection thereto.
PERSONAL GUARANTY
VIII. proprietorship of the Credit Applicant, recognizing that his or her individual credit history may be a factor in the evaluation of the credit history of the Applicant, hereby consents to and authorizes the use of a Consumer Credit Report on the undersigned by the above-named Business Credit Grantor, from to time as may be needed in the credit evaluation process. The undersigned Personal Guarantor, recognizing that his or her individual credit history maybe a necessary factor in the evaluation of this personal guaranty, hereby consents to and authorizes the use of a Consumer Credit Report on the undersigned, by the above-named Business Credit Grantor, from time-to-time as maybe needed in the credit evaluation process. In the event of default in the payment of any and all sums due in connection with this Agreement to Combine, the principals, owners and/or the undersigned jointly and severally agree to assume personal responsibility for all outstanding balances, finance charges and fees inclusive of attorney’s fees and any other costs associated with any and all attempts to enforce this Agreement. The undersigned further expressly agrees to be bound by all of the terms and conditions as set forth in this Agreement.
The undersigned(s) acknowledges and agrees to all of the foregoing.
