Bishop
CONTRACT between
5200 36 th Street SE
Grand Rapids, MI 49512-2012
Credit Dept 616 551-4445
BISHOP DISTRIBUTING CO
AND
PURCHASER INFORMATION
Company name:
Phone:
Fax:
E-mail:
Business/company address:
City:
State:
Date business started:
ZIP Code:
EIN# or Social Security #:
Sole proprietorship:
Partnership:
PAYMENT/CREDIT REQUEST
CHECK TYPE
CASH (PREPAID BEFORE DELIVERY)
OF PAYMENT:
Corporation:
Other:
CREDIT CARD (VISA, MC, AMEX, DISCOVER)
LINE OF CREDIT (MUST LIST TRADE REFERENCE S BELOW) $
(AMOUNT)
BUSINESS AND CREDIT INFORMATION
Bank name:
Bank address:
Phone:
City:
State:
ZIP Code:
State:
ZIP Code:
Type of account:
Account number:
BUSINESS/TRADE REFERENCES
Company name:
Address:
City:
Phone:
Fax:
E-mail:
Type of account:
Company name:
Address:
City:
Phone:
State:
Fax:
ZIP Code:
E-mail:
Type of account:
Company name:
Address:
City:
Phone:
State:
Fax:
ZIP Code:
E-mail:
Type of account:
TAX CERTIFICATE NUMBER :
(MUST FAX COPY OF TAX CERTIFICATE FOR TAX EXEMPTION)
This agreement shall tak e eff ect upon the execut ion by the part ies hereto. H owev er, any merch andise delivered prior to the accept ance of this
agreement sh all con stitut e the purchaser’s acceptance of the t erms and conditions set forth in this agreement . In the event th e purchaser is a
corporat ion , the undersign ed, on behalf of said corporation does h ereby ackn owledge that he is duly authorized to act on beha lf of said
corporat ion and to bind said corporation to the terms of th is agreement . In addition, if the purchaser is a cor poration or partnership, the
undersigned personally and in his individual capacity, unless otherwise specifie d herein does hereby agree to fully guarantee
prompt payment of all pur chases and obligations arising hereunder in consideration for the seller agre eing to supply said
purchaser with goo ds and merchandise arising herefrom . This guarant ee is to be con strued as a continu ing guarantee and sh all apply to
any and all ind ebtedness, ren ewals, an d all subsequ ent purchases made by said purc haser (debt or) from the seller. This agreement is sub ject to
the terms and condit ion s as set forth on the reverse sid e and purchaser and guarantor does h ereby acknowledge receiv ing a cop y of th is contract .
THERE EXISTS NO WARRANTY OF ANY KIND, EITHER, EX PRESS OR IMPLIED, INCLUDING NO WARRANTY OF MERCHANTABILITY OR
OF FITNESS FOR ANY PARTICULAR PURPOSE OTHER THAN THOSE MADE BY THE MANUFACTURE R UNLESS OTHERWISE SPECIFIED IN
WRITIN G AND SIGNED BY AN OFFICER OF THE SELLER.
EMAIL ADDRESS:
***REQUIRED FOR EMAILED INVOICES
OWNER/OFFICER NAME print:
OWNER/OFFICER SIGNATURE:
SELLER: Bishop Distributing Co
Security I nterest. Purchaser grants to Bishop a purchase money secu rity interest in all produ cts, merch andise, supplies, equipment and goods pur ch ased from Bish op, and
all additions, replacement s and subst itutions th eref ore and the proceeds and products of the foregoing ( the “Collat eral”) to secure payment of all indebtedness of
Purchaser to Bish op, includ ing the purchase price. Purchaser authorizes Bish op to file Uniform Commercial Cod e fin ancing st a tements eviden cing the secu rity int erest.
Until the fu ll amount owed to Bish op is paid, the Collateral shall remain at Pu rchaser’s busin ess location ident if ied on the front of this contract (the “P remises”), shall be
insured against all losses in an amount not less than the purch ase price (with Bishop as a lender loss payee a nd reasonab le proof thereof prov ided to Bish op) and shall pay
all taxes and other ch arges thereon promptly when due. Purchaser shall promptly notify Bishop if th e goods are moved from th e Premises. Bishop and/or its agent s sh all
have the right to insp ect the Collateral on the Premises (or wherever located). Purchaser represents and warrant s t o Bishop that (i) Purch aser’s exact leg al name appears
on the front of this contract, (and, if changed, Purchaser will provide Bishop with prompt notice of any chang e in Purchaser’s legal name), and (ii) Purch aser is org anized
(as def in ed in the Unif orm Commercial Code as enact ed in the Stat e of Mich igan) in the state set forth on th e front of this c ontract. Purch aser shall provide Bishop with
such addit ion al informa tion and assistance as may be requ est ed by Bishop in order to perf ect the security int erest granted by Purchaser herein.
The part ies further agree:
Waiv er of or acquiescence in any default by the purchaser or f ailure of the seller to insist upon strict performance by the purchaser of any warranties or agreements in this
security agreement, sh all not con stitut e a waiver of any sub sequent or other default or failure. Notices to eith er party sha ll be in writ ing to the party at t he address as
stated herein.
Purchaser’s def ault in mak ing any pay ment shall, at the opt ion of the seller and without not ice or demand, render the unpaid balance of the princip al h ereof and accrued
interest thereon immediat ely du e and payable. Exten sion of time of paymen t of all or any part of th e amount owin g, or any variat ion, modif icat ion , or waiv er of any terms
or condit ion s at any time or t imes shall not aff ect the liab ility of any party hereto or co -maker, gu arantor, or surety hereof, it being the int ent of all parties that they sh all
continu e jointly or sev erally absolut ely liab le for the payment of the af oresaid indebtedness until the same is actually paid in full.
The following shall const itute a def ault by the purchaser:
a.
Failure to pay any inv oice within th e terms stated thereon .
b.
Failure to pay the prin cipal or any inst allment of principal or int erest on the indebtedness or any n otes when due.
c.
Failure by the purchaser to comply wit h or perform any of the prov ision s of t his agreement.
d.
False or misleading represent ation s or warranties mad e or giv en by the purch aser in conn ect ion with this agreement .
e.
Subjection of the collateral to levy of execution or other judicial process.
f.
Commen cement of any insolv ency proceeding s by or against the purch aser.
g.
Any reduction in the v alu e of the collat eral of any act of the purch aser which imperils the prospect of fu ll p erforman ce or satisfact ion of th e purchaser’ s
oblig ation s herein.
Upon any defau lt by the purchaser and at the option of th e seller, th e obligat ions secu red by the agreement shall become due and payab le in full without notice or demand
and the seller sh all hav e all the rights, remed ies, and priv ileges with resp ect to repossession, retent ion , and sale of the co llat eral and disp osition of the p roceeds as are
accord ed by the app licable sections of the Uniform Commercial Code resp ecting default, and all other rights, remedies out side of Uniform Commerc ial Cod e.
Upon any defau lt and upon demand, p urchaser sh all assemble the collateral and make it available to the seller at the p lace and at the t ime design ated in the demand.
In the event of any d ispute arising out of this contract, or subject matter of this contract, purchaser sh all be required to pay the seller’s court costs and reasonab le
attorney s’ fees.
The purchaser shall remain liable f or any deficiency result ing from a sale of t he collat eral and sh all pay any such deficiency f orthwith on deman d. Th e seller is hereby
authorized to f ile a fin ancing stat emen t with resp ect to the terms and conditions as set forth herein.
Upon any defau lt by the purchaser and at the option of th e seller, it is hereby agreed that the seller may enter upon premise s in wh ich the purch aser is operating its place
of busin ess and take possession of the afored escribed collat eral and/or render it u nusab le or remove it .
The seller shall n ot be liable for prosp ectiv e prof its or special, ind irect or su bsequent ial damag es. Nor shall any recovery of any kind ag ain st the seller party be great er in
amount than the purch ase price of the specif ic goods so ld and cau sing the alleged loss, damage or injury . Purchaser assumes all risks and liab ility for loss, damag e or
injury to person s or prop erty of the pu rchaser or oth ers arising out of the use or possession of any goods sold by the seller to the purchaser.
It is hereby agreed that in the ev ent legal proceed ings are in stituted with ref erence to any dispute wh ich in any way relates h eret o, such shall b e govern ed and enforced
by the laws of the Stat e of Mich igan and the parties do hereby specif ically agree that venu e will lie exclu sively in Kent County, Mich igan , at seller’ s sole option. In the
event seller brings legal act ion to enforce any of its legal right s as contained in this agreement, purch aser does hereby spe cifically agree not to file any counter claim
again st seller for any alleged damages incurred by purchaser and does hereb y enter int o a cov enant not to due seller for any damages, or losses wh atsoever which in an y
way relat e to any purchases mad e by the purchaser from seller.
That purchaser does h ereby design ate as it s authorized agent and representative any and all persons accepting deliveries of m erch andise, supplies, equ ip ment, and goods
of any nature what soev er forward ed by the seller or an y other entity on beh alf of th e se ller to the purch aser’s place of busin ess and that person(s) accep ting said
deliveries are hereby authorized to bin d the purchaser to the terms and cond itions as set forth in any and all docu ments sign ed by said person(s), and to accept deliv eries
on purchaser’s beh alf .
That int erest shall be charg ed on all u npaid balances thirty (30) days post -in voice date at the maximum legal rate of interest .
No stat ements, representat ion s, or agreements of any kind are binding upon or chargeable to the seller unle ss ev idenced in writ ing. Any and all prior st atements,
representat ion s, and agreements which are not ev iden ced in writ ing are excluded and superseded thereby. Prices are subject t o ch ange without notice t o conform to th ose
in aff ect at the time of sh ipme nt. Prices quoted are for th e specif ied quant ities on ly. Prices on deliveries ticket s are subject to correction by the sell er’ s billing
department if found to be in error.
The purchaser shall have t en (10) days after the receipt of any merchand ise, su pplies, equipment, and good s of any nature what soever ordered for a purchase , to give
written n otice to the seller at the seller’s address, st ating the n ature and the particu lar def ects, in an y, ex ist ing. The r etent ion of th e foregoing for any time in ex c ess of
ten (10) days without giv ing such notic e shall con stitute acceptance th ereof and acknowledgement that said goods are satisfact ory in quantity and quality .
Unless oth erwise specif ied, any and all notice by purch aser to seller concerning purchaser’ s reject ion of good s, damages sustained to good s, and any and all notice to be
given the seller by purchaser in accord ance with the terms of th is agreement and Michigan Law sh all be in writ ing. Oral notif ication shall not be deemed n otificat ion wh en
purchaser is requ ired to not ify seller.