Tradewinds Distributing Company, LLC
Terms and Conditions of Sale
OPEN CREDIT ACCOUNT and SECURITY AGREEMENT
with Tradewinds Distributing Company, LLC and/or Affiliated Companies
IN CONSIDERATION for the establishment of an open credit account with a Security Agreement (“ACCOUNT”) on this day of, with Tradewinds Distributing Company, LLC including any successors in interest, affiliated subsidiaries, and/or assigns, (“CREDITOR”), and (“BUYER”), the mutual agreement is reached on the following Terms & Conditions:
- Payment in full must be received by CREDITOR on or before the due date and at the address as directed by the CREDITOR.
- BUYER acknowledges and agrees that CREDITOR’S corporate address is located at 14610 Breakers Drive, Suite 100, Jacksonville, FL 32258
- BUYER agrees that this Open Credit ACCOUNT and Security Agreement (“AGREEMENT”) shall be deemed to have been made in the United States of America in the State of Florida and shall be construed and enforced in accordance with, and the validity and performance hereof shall be governed by the laws of the State of Florida, without reference to principles of conflicts of laws thereof. To the fullest extent permitted by law, BUYER consents to submit to the jurisdiction of the courts of or for the State of Florida in connection with any action or proceeding arising from or related to this AGREEMENT. The venue for all suits, counterclaims, causes of actions and/ or legal proceedings arising from or related to this AGREEMENT shall be instituted and maintained, at CREDITOR’S discretion, in any court of competent jurisdiction in the counties of Broward and Miami-Dade in the State of Florida.
- An Invoice for which payment is not received by CREDITOR within 30 Days of the due date shall be delinquent and subject to a service charge accruing at the rate of 18% per annum until paid in full.
- In the event that it becomes necessary to place the ACCOUNT with an attorney and/or third parties for the collection of any unpaid balances, BUYER agrees to pay all costs of collection, including pre-judgment reasonable attorney fees, collection costs, interest, post judgment attorney fees, interest, collection costs and all costs and fees related to any appellate proceedings, if applicable.
- This AGREEMENT shall be binding upon and inure to the benefit of CREDITOR and BUYER, their successors, assigns, and personal representatives, provided that the BUYER shall not assign or delegate its rights and obligations herein without the prior written approval of CREDITOR. CREDITOR may assign, transfer or delegate its rights under this AGREEMENT, to any party, at any time, without notice to BUYER.
- To secure all payments of open ACCOUNT between CREDITOR and the BUYER, both on balances now existing or balances hereafter incurred, BUYER hereby grants to CREDITOR a security interest in all inventory, equipment, accounts, furniture, fixtures, equipment, accounts receiv- able, Bank and/or depository accounts, and all other assets, whether any of the forgoing is now owned or hereafter acquired. All records of any of the foregoing; All proceeds relating to the foregoing (including insurance, general intangibles and any other account proceeds).
- BUYER hereby appoints CREDITOR and/or its agents as BUYER’S Attorney-in-fact to execute on BUYER’S behalf any Financing Statement or other documents required by CREDITOR to perfect or enforce its security interests.
- As part of its credit extension process, CREDITOR may require of the BUYER up to three years of financial statements and/or tax returns to substantiate the financial ability of BUYER to repay obligations incurred during the course of business with CREDITOR.
- BUYER acknowledges that any credit granted by CREDITOR can be modified and/or revoked by CREDITOR at the sole discretion of CREDITOR with or without prior notice or notification to the BUYER.
- This AGREEMENT contains the entire agreement between the BUYER and CREDITOR with respect to the subject matter contained herein and supersedes any other prior agreements whether in written and/or oral form. The terms and conditions set forth herein may not be modified, altered, or rescinded except by a separate written agreement executed by both CREDITOR and BUYER on a form or other written document supplied by CREDITOR to BUYER.
- CREDITOR will extend to BUYER all transferrable warranties made to CREDITOR by the manufacturers or suppliers of materials and/ or equipment sold by CREDITOR to BUYER. CREDITOR MAKES AND GIVES NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, AND IT IS EXPRESSLY AGREED THAT IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE SPECIFICALLY EXCLUDED WITH RESPECT TO ANY AND ALL MATERIALS AND//OR EQUIPMENT SOLD BY CREDITOR TO BUYER. This general warranty policy supersedes any other warranties contained in any plans, specifications, purchase orders or other documents prepared by anyone other than CREDITOR and may not be expanded or revised without the prior and specific written consent of CREDITOR.
- CREDITOR shall not under any circumstances be liable for special or consequential damages including, but not limited to, lost profits, reve- nues, or claims of customers of BUYER relating to materials and/or equipment sold by CREDITOR to BUYER. The sole and exclusive remedy available to BUYER relating to materials and/or equipment sold by CREDITOR to BUYER shall be restricted to all transferable warranties made to CREDITOR by the manufacturers or suppliers of materials and/or equipment sold by CREDITOR to BUYER.
- BUYER acknowledges receipt of the following notice:
Notice: The Federal Equal Credit Opportunity Act prohibits creditors from discrimination against credit applicants on the basis of race, color, religion, national origin, age, sex, or marital status, the fact that all or part of the applicant’s income is derived from a public assistance program, or the fact that the applicant has in good faith exercised any right under the consumer protection act. The Federal Agency that administers compliance with this law concerning this creditor is the Federal Trade Commission, Pennsylvania and 6th Street, N.W., Washington, DC 20580.
The undersigned certifies that all of the information on this AGREEMENT is complete, factual, correct, and understands that the CREDITOR will rely on the accuracy of this information for any credit that may be extended. By signing below, the undersigned agrees to the Terms and Conditions stated herein the undersigned hereby represents that he/she is authorized by the BUYER to execute this legally binding AGREEMENT.
Tradewinds Distributing Company, LLC. 14610 Breakers Drive, Suite 100, Jacksonville, FL 32258