HALFEN USA INC. STANDARD TERMS AND CONDITIONS

1. ENFORCEABILITY/AUTHROIZATION FOR CREDIT REVIEW: Applicant is submitting this Application for credit from HALFEN USA Inc., including companies it now owns or hereafter may come into ownership thereof (hereinafter collectively referred to as the “Seller”). Applicant hereby authorizes Seller to obtain any and all information it deems necessary from any and all sources or references listed on this Application for Business Credit (“Application”) and from any credit bureau, creditors or Applicant, trade references, banks or other financial institutions. Applicant further authorizes each of such sources, references, credit bureaus, creditors, banks and financial institutions to supply Seller such information as Seller deems necessary to assist it in is consideration of this Application. Authorization is hereby given to make, from time to time, inquiry of all trade and financial sources which are deemed necessary to properly evaluate this Application and our continuing creditworthiness.

2. PAYMENT TERMS: If this Application is accepted, Applicant agrees to pay in full the invoice price of all purchases now or hereafter made from Seller promptly when due according to the terms set forth on each invoice. Applicant represents that they are financially capable of paying invoices as they become due. All bills for services evidenced hereby and all parts, materials, and chattels furnished in connection therewith, whether past, present, or future are payable to Seller, at the remittance address indicated on the face of the invoice unless otherwise directed. If the total invoice price is not paid in full on or before the due date, Applicant agrees to pay interest on the unpaid balance. This interest will be calculated at the rate of 18% per annum or the maximum rate allowed by law, whichever is less. If applicant should fail to fulfill any of its obligations under this Agreement or if company in good faith deems itself insecure because the prospect for payment is impaired or the prospect of performance of any provision of this Agreement is impaired, or if a default occurs for any other reason provided in this Agreement, then Seller, at its option and without notice, may declare the entire unpaid balance owed by Applicant under this Agreement to be immediately due and payable, terminate the credit privileges of Applicant under this Agreement. If the financial position of the Buyer has so changed prior to completion of any order, Seller may refuse to complete the order or make delivery of any further work or materials pending modification of terms of payment. Buyer and Seller agree that such action on the part of the Seller shall not be a cause of incurring any liability for damages against the Seller. Applicant agrees to pay in full all costs and expense incurred by Seller in collecting the amounts owed by Applicant under this Agreement, including any and all court costs and attorney’s fees. Payments received will be applied against open items on unpaid invoices in an order and sequence determined by Seller in its sole discretion. Returned checks regardless of the reason, are subject to a service charge in an amount not to exceed applicable law.

3. VENUE AND APPLICABLE LAW: In the event of litigation between Applicant and Seller, the lawsuit or action shall take place in the state or federal court located in Bexar County, Texas, and Applicant consents to the personal jurisdiction of such courts and Applicant hereby waives its right to litigate in any other court. However, if Seller brings an action upon a payment or performance bond issued in connection with a public or private improvement project, in which case such claims may be brought by Seller in any court having subject matter jurisdiction. It is further agreed Texas law shall govern the interpretation of this Agreement.

4. CREDIT DISCRETION: Notwithstanding any term or condition herein to the contrary, this agreement shall not be construed as imposing any obligation on the part of Seller to furnish credit in any amount, and Seller in its sole and absolute discretion, may terminate, limit or re-evaluate credit privileges of Applicant at any time without prior notice to Applicant. The exercise of this discretion shall be in addition to any other right or remedy which Seller may have pursuant to this Application, or pursuant to applicable law.

5. DEFAULT: The occurrence of any of the following events shall constitute default under this Agreement: (a) Applicant fails to fulfill any obligation of this Agreement or to perform, or rectify the breach of any warranty or other undertaking by Applicant in this Agreement; (b) Applicant, or a guarantor of Applicant’s indebtedness under this Agreement, dies, terminates existence, abandons its business, becomes insolvent, bankrupt, becomes subject to receivership, insolvency, or similar proceedings, or makes an assignment for the benefit of creditors; (c) Any information or other representations now or hereafter made or furnished to Seller by Applicant or at Applicant’s request or instructions is, or is believed in good faith by Seller to be, inaccurate, incomplete, or false in any material respect; (d) Applicant violates or breaches any provision of this Agreement; (e) Any Collateral which is security for Applicant’s indebtedness under this Agreement is lost, suffers material damage or destruction, is levied upon, becomes subject to a receivership, or cannot be located within five days after Seller demands to inspect the same; (f) Any other event which causes Seller, in good faith, to deem itself insecure or to believe that the prospect of performance of any provision of this Agreement by Applicant is impaired.

6. INVOICES: All payments for materials furnished by Seller shall be made upon the basis of materials delivered (or picked up) as shown by Seller’s delivery ticket(s), whether signed by Applicant or not, and/or by Seller’s delivery records. For materials purchased, Applicant will receive invoices from Seller showing amounts delivered and payments due. Failure on the part of Applicant to dispute in writing the accuracy within 20 days after its initial receipt constitutes agreement to the correctness of the invoice and acceptance of the materials covered by the invoice. Any materials returned within that 20 days will be subject to a restocking fee. Payment to Seller shall be due pursuant to invoice terms, and is not contingent upon Applicant’s receipt of payment or approval from any third party.

7. SALES AND USE TAX: APPLICANT AGREES THAT IN THE EVENT SELLER IS TO PAY SALES, TRANSACTION PRIVILEGE, OR USE TAXES TO THE TAXING AUTHORITY OF ANY FEDERAL, STATE OR POLITICAL SUBDIVISION THEREOF IN CONNECTION WITH ANY SALE OF TANGIBLE PERSONAL PROPERTY OR OTHER ITEMS OR MATERIALS TO APPLICANT AND/OR FOR THE PROCESSING, DELIVERY, FABRICATION OR TRANSPORTATION THEREOF, APPLICANT WILL, UPON DEMAND, REIMBURSE, INDEMNIFY AND HOLD HARMLESS SELLER FOR THE AMOUNT OF ANY SUCH TAX PAID, AND FOR THE AMOUNT OF ALL COSTS OR ATTORNEYS’ FEES INCURRED BY SELLER IN CONTESTING OR COLLECTING SUCH TAX. IF THE TOTAL INVOICE PRICE IS NOT PAID IN FULL ON OR BEFORE THE DUE DATE, APPLICANT AGREES TO PAY INTEREST ON THE UNPAID DELINQUENT BALANCE.

8. WAIVER: Seller may, at its option, permit Applicant to remedy any default under this Agreement without waiving the default so remedied or any other subsequent or prior default by Applicant, Applicant waives notice of default of this Agreement and waives presentment, demand, protest and notice of dishonor as to any instrument.

9. BINDING AGREEMENT: This Agreement shall inure to the benefit of the successors and assigns of Seller, and shall be binding upon Applicant’s heirs, legatees, devisees, personal representatives, successors and assigns.

10. CORPORATE AUTHORITY AND LIABILITY: Applicant warrants and represents that it has authority to enter into this Agreement and that any person signing this Agreement has been duly authorized to execute this Agreement for and on behalf of Applicant. Applicant acknowledges that Seller is relying upon the creditworthiness and financial ability of the owner(s) and upon the business name of Applicant; therefore, the owner(s) of Applicant shall be liable to Seller for all indebtedness of Applicant then existing and thereafter incurred.

11. ACCURACY OF INFORMATION: Applicant certifies that any and all information now or hereafter supplied to Seller by Applicant, or at Applicant’s request or instruction, is both accurate and complete, and Applicant will, upon request, establish the accuracy and completeness of any such information. Applicant shall promptly notify Seller if Applicant should change its name or begin to do business under any other name. Applicant shall promptly notify Seller if Applicant should incorporate or organize its business at any time subsequent to the date of this Application. All information furnished as a part of this Application becomes the property of Seller.

12. PROVISIONS OF INFORMATION: Applicant is required to provide Seller upon request information regarding bonding companies, general contractors, or owners for the purpose of filing preliminary notices, claims on payment bonds, or mechanics and materialmen’s liens.

13. MODIFICATION OF TERMS: The terms of this Agreement may be modified or amended by Seller at any time upon thirty (30) days’ notice to Applicant in the invoices, or otherwise.

14. CREDIT EXPERIENCE REPORTING: Applicant hereby acknowledges Seller may report its credit experience with Applicant, including Applicant’s payment history, account balances, and other information, to a credit reporting agency. The credit reporting agency will make this information, as well as information received by other creditors of Applicant, available to the public. Seller will use commercially reasonable efforts to ensure that its reporting, as it pertains to Applicant’s credit experience, is accurate and complete. Seller will also work in good faith with Applicant to correct any incorrect information reported by Seller. Applicant acknowledges, affirms, and agrees that Seller will not be liable to Applicant for any type of damages, claims, costs, allegations, assertions, actions, liabilities, costs or expenses stemming from Seller’s reporting of Applicant’s credit experience to a credit reporting agency. Applicant’s sole remedy in the event of incorrect information is to request that Seller work in good faith to submit corrected information to the applicable reporting agency.

15. BUSINESS PURPOSES: Applicant agrees, represents and warrants at the time of each purchase that this account shall be used only for purchases for commercial or business purposes, and not for personal, family or household purposes and Applicant understands that Seller is relying upon this representation in entering into this Agreement. In this connection, Applicant understands that Applicant’s agreement not to use this Account for personal, family or household purposes means that important duties imposed upon Seller, and important rights conferred upon a consumer, pursuant to certain federal or state laws, will not apply to this Account. Applicant understands that Seller will be unable to determine whether any given purchase conforms to this "Business Purposes" section of this Agreement. Applicant agrees that a breach by Applicant of this "Business Purposes" section will not affect Seller’s right to enforce Applicant’s promise to pay for the credit extended to Applicant, including related charges, or to use any remedy legally available to Seller even if that remedy would not have been available had the Account been established as a consumer credit account.

LIMITATION OF WARRANTY: Unless otherwise agreed to in writing by both parties, Seller warrants only that, for a period of one (1) year after installation, Seller’s products or materials sold hereunder shall be free from material defects in workmanship. Failure to timely pay any or all amounts due hereunder shall automatically void this express warranty made by Seller. No agent, employee or representative of Seller has authority to bind Seller to any affirmation, representation or warranty concerning any products or materials sold to Applicant, unless and until said affirmation, representation or warranty is expressed in writing and signed by an authorized Seller representation. The description of the goods contained herein is the sole basis for this Agreement, and no statements or representations other than those embodied herein have been made or relied upon. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SELLER DOES NOT MAKE AND SPECIFICALLY EXCLUDES AND DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR ARISING BY TRADE USAGE OR COURSE OF DEALING, INCLUDING WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY IMPLIED INDEMNITIES, ANY DEFECT CAUSED BY IMPROPER USE, PROJECT DESIGN, INSTALLATION, STORAGE OR MAINTENANCE VOIDS ANY AND ALL WARRANTIES PROVIDED HEREUNDER.

16. LIMITATION OF REMEDIES: THE EXCLUSIVE REMEDY TO APPLICANT OR ANY OTHER PARTY AGAINST SELLER FOR ALL CLAIMS OF ANY KIND, WHETHER BASED UPON CONTRACT, BREACH OF WARRANTY, OR, STRICT LIABILITY OR OTHERWISE FOR ANY LOSS OR DAMAGES ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE SALE OR FAILURE TO SELL, SHALL BE REPLACEMENT OF THE PRODUCTS SOLD F.O.B. SELLER’S PLANT OR AT SELLER’S OPTION, REFUND OF THE PURCHASE PRICE PAID FOR THE PRODUCTS SOLD BY SELLER HEREUNDER. NO OTHER REMEDY SHALL BE AVAILABLE TO APPLICANT.

17. INDEMNITY: TO THE FULLEST EXTENT PERMITTED BY LAW, APPLICANT SHALL DEFEND, INDEMNIFY AND HOLD SELLER, ITS OFFICERS, EMPLOYEES, AGENTS, INSURERS, SURETIES, AND PARENT AND AFFILIATED CORPORATIONS (HEREINAFTER “INDEMNITEES”), HARMLESS FROM ANY AND ALL LOSSES, CONSEQUENTIAL DAMAGES, EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEYS', CONSULTANTS' AND EXPERTS' FEES), CLAIMS, SUITS, LIABILITIES, FINES, PENALTIES, AND REMEDIAL OR CLEAN-UP COSTS ARISING OUT OF OR IN ANY WAY RELATED TO THE PERFORMANCE OF THIS AGREEMENT BY APPLICANT OR THE EMPLOYEES, AGENTS, SUBCONTRACTORS OR SUPPLIER(S) OF APPLICANT EVEN IF CAUSED IN WHOLE OR IN PART BY THE NEGLIGENT ACTS OR OMISSIONS OF ANY INDEMNITEES, IT BEING THE EXPRESS INTENT OF THE PARTIES THAT APPLICANT INDEMNIFY ANY INDEMNITEE FROM THEIR OWN PARTIAL NEGLIGENCE. APPLICANT SHALL PROCURE CONTRACTUAL LIABILITY INSURANCE COVERING ITS OBLIGATIONS IN THIS PARAGRAPH.

18. MANDATORY BINDING ARBITRATION: Any dispute arising under this Application shall be submitted to and resolved by binding arbitration in accordance with section 2. The American Arbitration association shall conduct the arbitration unless the parties mutually agree to use an alternative arbitration service. The costs of the arbitration shall be borne equally by the parties. Judgment upon any award made by the arbitrator may be entre in any court having jurisdiction.

19. SECURITY INTEREST: Applicant herby grants Seller a security interest in all products, materials, components and related parts sold hereunder, whether or not the same become fixtures. Should Applicant fail to pay all or portions of any amounts due and payable hereunder, breach this Application or otherwise default, Seller shall have all rights and remedies as a secured party available to it under law or equity including but not limited to rights of self-help (i.e. without notice) to repossess all or any portion of such material.

20. SAFETY: Applicant must provide a safe delivery site and comply with all federal, state and local safety laws, rules, ordinances and other requirements. APPLICANT SHALL INDEMNIFY AND HOLD HARMLESS SELLER, ITS AGENTS, EMPLOYEES AND CONTRACTORS FROM, AND SHALL DEFEND ANY AND ALL ACTIONS, CLAIMS, SUITS OR PROCEEDINGS THAT MAY SUBJECT SELLER TO LIABILITY ARISING FROM APPLICANT’S FAILURE OR INABILITY TO PROPERLY HANDLE THE PRODUCTS OR MATERIALS, OR PROVIDE A SAFE DELIVERY SITE.

21. ENTIRE AGREEMENT: These terms and conditions, in combination with the terms and conditions attached to Seller’s invoice, purchase order and/or delivery ticket which are incorporate herein by reference (herein after collectively referred to as the “Terms”), represent the entire agreement between the parties. Any terms, including those on any Applicant purchase order, which are different, conflicting, add to, modify, supersede or otherwise alter the Terms without expressed written approval signed by an authorized representative of the Seller are hereby rejected.

22. ADDITIONAL PROVISIONS: (a) The rights and remedies of Seller stated in this Agreement are cumulative and are in addition to any other rights or remedies provided by law. This Agreement shall not be binding upon Seller or inure to the benefit of Applicant until written acceptance by Seller. In the event that Applicant requests the extension of credit through subcontract or other work to be furnished by Seller, any such agreement shall be in writing. In that event, that subcontract or other agreement shall be subject to the terms of this Application, and in the event of conflict, the terms of this Application shall govern over any inconsistent term. (b) Applicant agrees that Seller shall have the right to set off any amounts which may become payable by Applicant (or any of its affiliates if Applicant is a corporation, partnership, or limited liability company) to Seller arising, either directly or indirectly, from the granting of credit to, and the establishment of an account for, Applicant hereunder against any amounts which Seller may owe to Applicant whether arising from the credit granted hereunder or under any contract, subcontract, purchase order, or other agreements(s) between Applicant and Seller or Seller’s parent and affiliate corporations. (c) Applicant acknowledges and agrees that in the event Seller terminates Applicant’s credit account for whatever reason, Seller shall have the right, at its option, to terminate or suspend performance of any contracts, subcontracts, purchase orders, or other agreements to which Applicant (or any of its affiliates if Applicant is a corporation or limited liability company) and Seller are parties thereto without liability therefore. (d) Applicant acknowledges and agrees that any and all funds paid to Applicant for any work or materials supplied by Seller shall be held by Applicant in trust for the payment of Applicant’s indebtedness to Seller. Neither Applicant, nor any person claiming under or through Applicant, shall have any legal or equitable interest or ownership rights of any nature in funds held in trust unless and until the purpose and intent of such trust is fully discharged. The holding of funds in trust shall be for the sole benefit and protection of Seller, and no third party shall have any rights in such funds as a beneficiary or otherwise. (e) Applicant acknowledges and agrees that Seller shall have the continuing right at any time to request and receive from Applicant (i) payment assurances of Applicant’s outstanding account balance; and (ii) updated financial information for the credit privileges extended hereunder. (f) A facsimile or duplicate copy of this Application shall be considered an original of the document, and shall have the same force and effect as signed originals of the document. (g) All claims for freight allowances must be supported by paid freight bills. (4) Seller shall not be liable for delays in performance or completion of work or delivery of materials due to delays of carriers, delays in manufacturing, fabrication, natural disasters, embargos, riots, civil commotion, government action or other causes beyond the Sellers reasonable control or for any direct or indirect losses due to any such causes. (5) All parties are on notice that these conditions and provisions cannot be varied, released or waived by any employee or agent of the Seller except by written instrument signed by a duly authorized officer of the Seller.

[As revised in January 2013]

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