Applicant Contact Information
Business/Trade Reference 1
Business/Trade Reference 2
Business/Trade Reference 3
Accounts Payable Contact
TERMS AND CONDITIONS
This Business Credit Application and Agreement (this “Agreement”) is among Weintraub Recycling Corporation (“Weintraub Recycling”), the undersigned customer (the “Customer”). For good and valuable consideration, the receipt of which is hereby acknowledged, and subject to the terms and conditions set forth in Paragraphs 3 and 4 of this Agreement, Weintraub Recycling, the Customer hereby agree as follows:
1. Purchase Agreement. The Customer agrees to purchase, and Weintraub Recycling agrees to sell certain truck and/or automotive parts (the “Subject Products”) and services related thereto (the “Subject Services”) from time to time, on an open account basis or otherwise. The Customer represents and confirms to Weintraub Recycling that any purchases of Subject Products or Subject Services by Customer from Weintraub Recycling shall be made for the Customer’s commercial business purposes.
2. Payment Terms. The Customer agrees to pay the purchase price with respect to all Subject Products, and all charges for Subject Services, in cash, within 30 days of the date of Weintraub Recycling’s invoice therefor. All past due balances shall be subject to a service charge of 1.5% per month (an 18% annual percentage rate).
3. Background Information. The Customer hereby represents and warrants that the Customer Questionnaire has been completed on the Customer’s behalf with true and correct information as of the date hereof. The Customer hereby authorizes Weintraub Recycling (or its agents) to investigate the trade references and principals and all Customer bank information listed above.
*4. Effectiveness of Agreement.* This Agreement shall become effective only after Weintraub Recycling has reviewed and verified the information contained herein and is satisfied with the creditworthiness of the Customer. This Agreement is subject in all respects to the completion of, and Weintraub Recycling’s satisfaction with, all of the items referred to in Paragraph 6.
5. Remedies. If the Customer fails to pay any amount due to Weintraub Recycling for Subject Products or Subject Services on or before the 30th day after the date of the invoice of any amount, then on such date such unpaid amount shall begin to bear interest at the rate of 18% per annum as set forth in Paragraph 2 above. If this agreement is placed in the hands of any attorney or other third party for enforcement or for collection of any sums due hereunder, or if Weintraub Recycling should have to resort to collection efforts other than simple re-billing procedures in order to collect any sum due from Customer to Weintraub Recycling hereunder with respect to sales of Subject Products or rendering Subject Services, then the Customer agrees to pay all reasonable costs and expenses of such enforcement of this agreement, or collection of any sum due hereunder. All payments by the Customer shall be applied by Weintraub Recycling to those outstanding amounts that shall have been first due from the Customer hereunder.
6. Warranties; Damages. Weintraub Recycling MAKES NO WARRANTY WITH RESPECT TO ANY SUBJECT PRODUCTS SOLD. The warranties, if any, with respect to any Subject Products sold by Weintraub Recycling to the Customer are only the manufacturer’s and not Weintraub Recycling’s. Weintraub Recycling’s OBLIGATION TO HAVE SOLD SUBJECT PRODUCTS AS DESCRIBED IN THE APPLICABLE INVOICE THEREFOR, AND THE MANUFACTURER’S WARRANTIES REFERRED TO ABOVE, ARE THE ONLY WARRANTIES TO CUSTOMER WITH RESPECT TO SUBJECT PRODUCTS AND ARE IN LIEU OF ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, EITHER EXPRESS OR IMPLIED. THE SUBJECT PRODUCTS ARE SOLD AS IS. The Customer agrees that the Customer’s sole remedy for the breach of any warranty in respect of the Subject Products or the Subject Services is limited to the money Weintraub Recycling has actually received for the particular item of Subject Products or Subject Services that the Customer claims to be inadequate. It is agreed that Weintraub Recycling is not an insurer and the payments to be made by the Customer as the purchase price for Subject Products or in the respect of Subject Services are based solely upon the value of the applicable Subject Products or Subject Services, and it is not the intention of the parties that Weintraub Recycling assume responsibility for any loss, damages or liability arising by reason of the sale of and subsequent use of Subject Products, in connection with Subject Services, whether due to negligence of Weintraub Recycling or otherwise, Weintraub Recycling’s liability therefor being hereby agreed to be limited to a sum equal in amounts to the purchase price paid for the applicable Subject Products or Subject Services, which sum shall be paid and received as liquidated damages. Such liability of Weintraub Recycling, as herein set forth is fixed as liquidated damages and not as a penalty and this liability shall be complete and exclusive. In no event shall Weintraub Recycling, its agents and/or employees be liable to the Customer or the Guarantor for any general, compensatory, special, indirect or consequential damages, relating to or arising in connection with the performance of this agreement, the Subject Products or the Subject Services including but not limited to any injury, loss, or damage to any property, or any loss of profits or business opportunity, irrespective of reason or cause of such damages, whether any of such damages occurred during or after the period of this agreement, or whether the claim for such damages is based upon warranty, contract, tort or other theory of any nature whatsoever.
7. Rights Regarding Vehicles. Weintraub Recycling’s employees and subcontractors are authorized to operate any vehicles or equipment (the “Vehicles”) of the Customer in order to test and inspect the Vehicles and perform the Subject Services. Weintraub Recycling shall not be liable for theft, vandalism, loss, or damage to any Vehicles left on Weintraub Recycling’s premises or in Weintraub Recycling’s care, unless one or more of Weintraub Recycling’s employees acting in the course of their employment cause such loss or damage. The Customer acknowledges Weintraub Recycling to have an express mechanic’s lien on each Vehicle. In addition; the Customer grants to Weintraub Recycling a security interest in each Vehicle to secure payment of all charges made by Weintraub Recycling for labor, services and materials furnished with respect to Subject Services performed in respect to such Vehicle. This security interest shall be enforceable in any manner permitted under the Texas Uniform Commercial Code, including repossession and public or private sale. This security interest shall exist in addition to any and every other constitutional, statutory, mechanic’s or other lien or property right of Weintraub Recycling, and shall survive redelivery of the applicable Vehicle to the Customer.
8. Conflicts with Other Agreements. In the event there should be any conflict between the provisions of this agreement and any other contact, form, purchase order or agreement, whether written or oral, between Weintraub Recycling and the Customer or the Guarantor pertaining to the Subject Products or the Subject Services, this agreement and/or the subject matter hereof, the provisions of this agreement shall control.
9. Miscellaneous. The undersigned representative of the Customer and the Guarantor each represent that they have the authority to execute and deliver this agreement on their own behalf or on behalf of the Customer, as applicable. .
*10. Governing Law.* This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas, except to the extent preempted by federal laws. Each of the Customer and the Guarantor and all persons and entities in any manner obligated to Weintraub Recycling under this Agreement consent to the jurisdiction of any federal or state court within the State of Texas having proper venue and also consent to service of process by any means authorized by Texas or federal law.
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