Welch Bros., Inc.1050 St. Charles St., Elgin, IL 60120847-741-6134
Welch Bros., Belvidere, Inc.1000 Town Hall Road, Belvidere, IL 61008815-547-3000
CREDIT APPLICATION AND AGREEMENT AS TO TERMS OF CREDIT
This credit application is made to Welch Bros., Inc. and Welch Bros., Belvidere, Inc. (collectively herein referred to as “Welch Bros.”) for the purpose of inducing Welch Bros. to extend credit accommodations to the applicant identified below. This credit application is to be used in connection with obtaining credit for commercial or business purposes only; not the purchase of personal, family, household goods or services.
Legal Company Name of Applicant:
Address: City: State: Zip Code:
Mail Address: City: State: Zip Code:
Company Phone #: Secondary Phone #:
Date Started: Date Incorporated:
State of: Type of Business:
Estimated Monthly Requirements $$:
Previous Company Name:
Specify (Corporation, Partnership, Ltd. Partnership, Ltd. Liability Company, LLC):
FEIN #: Reseller #: Tax Exempt #: Company Website:
List All Principal Owners / Partners / Officers / Managing Members
Name: Title: Phone #: E-Mail: Street Address: City: State: Zip Code:
Name: Title: Phone #: E-Mail: Street Address: City: State: Zip Code:
Accounts Payable Contact:
Phone #: E-mail:
Electronic Invoicing Contact:
Has applicant or principal affiliated company previously applied for credit with Welch Bros., Inc.?:
If yes, when and under what name?:
Contact Name: Phone Number:
Street Address: City:
State: Zip Code: Email:
Line of Credit #:
Material Supplier References
Company Name :
Street Address: City:
State: Zip Code:
Phone #: E-mail Address:
Company Name :
Certification and Agreement
The undersigned certifies that he/she is authorized to sign this application on behalf of applicant. Applicant certifies that all information provided to Welch Bros. is true and correct and is being furnished to Welch Bros. for the purpose of inducing Welch Bros. to extend credit to applicant, and understands that Welch Bros. intends to rely upon such information for that purpose. Applicant understands that the granting or extension of credit hereunder is at the sole discretion of Welch Bros. and Welch Bros. has no obligation to grant or extend any credit to applicant. Applicant understands that Welch Bros. will retain this application whether or not it is approved. Applicant authorizes Welch Bros. to check applicant’s credit history and to contact applicant’s trade and bank references for customary credit information. Applicant authorizes Welch Bros. to send a copy of this credit application to trade and bank references supplied and to release information to other creditors regarding applicant’s credit experience with Welch Bros. Applicant agrees to give additional requested information to Welch Bros. and agrees to advise Welch Bros. of any material change in the information supplied. Applicant acknowledges receipt of a copy of the “Terms and Conditions of Credit” contained in this application. Applicant understands and agrees to be bound by the terms contained in this application and all invoices or other documents furnished by Welch Bros. from time to time. Applicant authorizes the bank to release information to Welch Bros.
Date: April 6, 2020
Print Name: Title:
TERMS AND CONDITIONS OF CREDIT
In consideration of the extension of credit by Welch Bros., Inc. or Welch Bros. Belvidere, Inc. (collectively herein referred to as “Welch Bros.”) to the Applicant and by signing the application on the reverse side, Applicant agrees to the following terms and conditions, which terms and conditions are made a part of this credit agreement as to terms of credit.
1. Upon approval of this application, Welch Bros., at its sole discretion, and not withstanding any requests of the Applicant, will assign Applicant a maximum credit line and shall have the right to increase, decrease, or terminate Applicant’s credit privileges under this agreement at any time without prior notice to Applicant, except as otherwise provided by law.
2. All purchases by Applicant from Welch Bros. will be made in accordance with the terms and conditions of this agreement and any invoices and/or other documents evidencing the Applicant’s obligations to Welch Bros., all of which are incorporated herein by reference. Applicant agrees and understands that Welch Bros., at its sole discretion, may change the terms and conditions hereof. Time is of the essence of this agreement.
3. Payment of the purchase price for materials supplied by Welch Bros. to Applicant shall be made pursuant to the terms set forth on each invoice and Applicant agrees to pay all charges according to the payment terms established by each invoice. If payment terms are not otherwise specified, the Applicant shall pay the full amount of any outstanding invoiced balance within thirty (30) days of date of invoice.
4. Welch Bros. may terminate credit at any time if it determines itself insecure for any reason whatsoever, or Applicant is in default under the terms of this Agreement. Applicant authorizes Welch Bros. to make whatever credit investigation it feels is proper to evaluate Applicant’s continued credit and financial standing and to exchange credit experience with credit bureaus and other creditors with whom Welch Bros. believes Applicant is or has done business. Applicant agrees to advise Welch Bros. of any material change in the financial conditions of Applicant including, but not limited to, change of ownership, address, or telephone number.
5. In the event Applicant fails to make timely payment of any invoiced amounts or other outstanding balances due and owing, if Applicant fails to perform any other obligation under this credit agreement, or if Applicant breaches any representations or warranties made to Welch Bros., then Applicant shall be in default. Upon Applicant’s default, Welch Bros., at its sole discretion, may demand, without prior notice to Applicant, that all invoiced, outstanding balances and any other outstanding, unpaid credit balances extended be due for immediate payment.
6. Applicant agrees to pay a late fee on the outstanding balance of each invoice from which payment has not been received in accordance with the credit terms stated herein. The late fee shall be a minimum of 1% per month of Applicants outstanding past due balance, after deducting current payments and credits. Such late fees shall become part of Applicant’s outstanding balance.
7. In the event Applicant fails to make any required payment, or fails to comply with any other provision or term of this Agreement, or in the event the financial responsibility of Applicant becomes unsatisfactory to Welch Bros., at its sole discretion, then Welch Bros. may stop supplying any material ordered by Applicant without prejudice to any other remedy Welch Bros. may have, or require payment in advance, satisfactory security, or a guaranty that invoices will be paid when due. Applicant hereby grants Welch Bros. a security interest in all materials supplied by Welch Bros. to Applicant. In the event of any default in payment or performance hereunder by Applicant or other breach of this Agreement by Applicant, then Welch Bros. shall have all rights and remedies as a secured party available to Welch Bros. under applicable law including, but not limited to, the right of self-help.
8. If Applicant defaults under the terms of this credit agreement and Welch Bros. elects to take action to enforce a lien or other rights to collect amounts due and owing Welch Bros., or if due to the actions or conduct of any third parties, including the enforcement of lien rights or initiation of litigation by third parties, Welch Bros. is caused to preserve and protect any lien rights or other rights or causes of action to enforce payment and collect monies which may be due and owing from the Applicant, Applicant shall pay all costs incurred by Welch Bros. including but not limited to attorney’s fees and all related costs of litigation. Applicant agrees to pay and reimburse Welch Bros. all expenses incurred by Welch Bros. to cover any checks returned by Applicant’s bank as unpaid. Applicant and Welch Bros. agree and hereby consent and submit to the non-exclusive jurisdiction of the Circuit Court of the Sixteenth Judicial Circuit, Kane County, Illinois or the Circuit Court of the Seventeenth Judicial Circuit, Boone County, Illinois with regard to any actions or proceedings arising from, relating to, or in connection with Applicant’s obligations to Welch Bros. under this Agreement and payment of all sums due and owing for any invoices hereunder. Applicant and Welch Bros. agree and hereby consent that the venue for any such action shall be solely with the Circuit Court of the Sixteenth Judicial Circuit, Kane County, Illinois or Circuit Court of the Seventeenth Judicial Circuit, Boone County, Illinois. Applicant hereby waives any right Applicant may have to transfer or change the venue of such litigation filed in said court.
9. Applicant and Welch Bros. agree that Welch Bros. shall provide waivers of lien for amounts paid only upon receipt of full payment of any and all amounts for which waivers may be sought by Applicant.
Date: April 6, 2020
Welch Bros., Inc.* 1050 St. Charles Street * Elgin, Illinois 60120 * Phone (847) 741-6134
Welch Brothers Belvidere, Inc. * 1000 Town Hall Rd. * Belvidere, Illinois 61008 * Phone (815) 547-3000
10. Applicant agrees to inspect all material supplied by Welch Bros. upon delivery to verify: (a) the quantities described in accompanying delivery ticket are the quantities delivered and, (b) there are no visible defects in the material supplied. Applicant also agrees to examine all delivery tickets and invoices upon receipt. Applicant agrees to acknowledge in writing receipt of all material supplied by Welch Bros. upon delivery. Applicant shall provide Welch Bros. written notice by certified mail, return receipt requested, within thirty (30) days of delivery of any claims Applicant may have as to the quality of quantity of the material supplied. In the event Applicant fails to give written notice to Welch Bros. of any claims for deficiency or defect as required in this paragraph, then Applicant irrevocably waives any and all claims Applicant may have against Welch Bros. for any determinable deficiency or defect in said delivery, or material supplied, and any objection Applicant may have to the amount of the corresponding invoice.
11. Applicant shall indemnify and hold Welch Bros. harmless against any and all claims, demands, liabilities, losses, damages and injuries of whatsoever kind, or nature, and all attorney’s fees, costs and expenses relating to, or in any way arising out of the ordering, acquisition, delivery, installation, possession, maintenance, use, operation, control, loss, damage, destruction, return or surrender, sale or other disposition of any material supplied by Welch Bros. This indemnity shall not be affected by any termination of this Agreement with respect to said materials.
12. Applicant agrees to provide roadways or approaches permitting safe access to delivery trucks owned or operated by Welch Bros. under their own power to the point of delivery. Welch Bros. reserves the right to stop delivery if such access is not provided by Applicant. Applicant assumes full responsibility for any damage caused or costs incurred by trucks owned or operated by Welch Bros. when said trucks are requested by Applicant or required to leave any public roadway to complete a delivery. Applicant agrees to pay excess truck time at the current rate of Welch Bros. for trucks held at place of delivery over allowable waiting time.
13. Applicant understands that this application is made to both Welch Bros., Inc. and Welch Bros. Belvidere, Inc. (collectively “Welch Bros.”). (Said two companies are collectively referred to herein as “affiliated companies”). Welch Bros. may determine that one of the affiliated companies is in a better position to provide the material ordered by Applicant and therefore, Applicant agrees that Welch Bros. reserves the right to assign any order of Applicant contemplated hereby to an affiliated company without notice to Applicant. Applicant acknowledges, agrees and consents to any such assignment by Welch Bros. to an affiliated company. Upon each such assignment by Welch Bros. to an affiliated company, the affiliated company shall inure to all of the rights, titles and interests of Welch Bros. in and to this Agreement as to the assigned order and the term “Welch Bros.” as used herein shall mean said affiliated company. Applicant acknowledges, agrees and consents to allow Welch Bros. to provide an affiliated company with any information provided by Applicant to Welch Bros. to assist the affiliated company in supplying material to the Applicant hereunder. Applicant further understands that either Welch Bros. Inc., or Welch Bros. Belvidere, Inc. may extend credit hereunder to applicant, at either company’s sole and absolute discretion and upon the extension of any such credit to Applicant hereunder, Applicant shall be obligated to said company under all terms and conditions set forth in this Credit Application and Agreement as to Terms of Credit.
14. The parties agree that this, along with the Terms and Conditions of Sale included in any purchase order, is the entire Agreement and that no oral representations or agreement has been made which would modify this agreement or be a condition precedent or subsequent to the enforcement of this Agreement, and that this Agreement may not be modified except by a writing signed by each of the parties. The terms and conditions contained in this Agreement shall supersede any provisions, terms and conditions contained on any confirmation order or other document or writing Applicant may generate and provide Welch Bros. with respect to any material supplied by Welch Bros. The rights of the parties hereto shall be governed exclusively by the provisions, terms and conditions hereof. Welch Bros. makes no representations or warranties concerning this Agreement except as are expressly contained herein. In the event of a conflict of terms between this Agreement and the Terms and Conditions of Sale included in any purchase order, the terms of this Agreement shall prevail.
15. This agreement and all transactions between Applicant and Welch Bros. shall be governed by and interpreted in accordance with the laws and decisions of the State of Illinois, without regard to the conflicts of law provisions thereof. This Agreement shall be binding and shall inure to the benefit of the assignees, successors and transferees of the parties hereto.
16. In case one or more of the provisions contained in this Agreement shall be deemed to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained here in shall not in any way be affected or impaired thereby.
17. This agreement shall not be deemed a limitation on any rights or remedies that Welch Bros. has under any Federal or State Mechanic’s lien laws, or under any applicable payment bond, or any other rights, remedies, powers or privileges now or hereafter existing at law or in equity.
18. Applicant agrees, represents and warrants now and at the time of each purchase from Welch Bros. hereunder that all material purchased hereunder shall be used only for commercial or business purposes and not for personal, family or household purposes.
19. This Agreement may be executed in multiple counterparts by the parties hereto. All counterparts so executed shall constitute one agreement binding upon all parties, notwithstanding that all parties are not signatories to the original or the same counterpart. Each counterpart shall be deemed an original to this Agreement, all of which shall constitute one agreement to be valid as of the date of this Agreement. Documents executed, scanned, faxed and transmitted electronically and electronic signatures shall be deemed original signatures for purposes of this Agreement and all matters related thereto, with such scanned, faxed and electronic signatures having the same legal effect as original signatures. This Agreement and any other document necessary for the consummation of the transaction contemplated by this Agreement may be accepted, executed or agreed to through the use of an electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act (the “ESIGN Act”), Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act (the “UETA”) and any applicable state law. Any document accepted, executed or agreed to in conformity with such laws will be binding on each party as if it were physically executed.
20. THE FEDERAL EQUAL CREDIT OPPORTUNITY ACT. THE FEDERAL EQUAL CREDIT OPPORTUNITY ACT PROHIBITS CREDITORS FROM DISCRIMINATING AGAINST CREDIT APPLICANTS ON THE BASIS OF RACE, COLOR, RELIGION, NATIONAL ORIGIN, SEX, MARITAL STATUS, AGE (PROVIDED THE APPLICANT HAS THE CAPACITY TO ENTER INTO A BINDING CONTRACT); BECAUSE ALL OR PART OF THE APPLICANT’S INCOME DERIVES FROM ANY PUBLIC ASSISTANCE PROGRAM; OR BECAUSE THE APPLICANT HAS IN GOOD FAITH EXERCISED ANY RIGHT UNDER THE CONSUMER CREDIT PROTECTION ACT. THE FEDERAL AGENCY THAT ADMINISTERS COMPLIANCE WITH THIS LAW CONCERNING THIS CREDITOR IS FEDERAL TRADE COMMISSION, EQUAL CREDIT OPPORTUNITY, MIDWEST DIVISION, 230 S. DEARBORN ST., SUITE 3030, CHICAGO, ILLINOIS 60604 OR FEDERAL TRADE COMMISSION, EQUAL OPPORTUNITY, WASHINGTON, DC 20580.
21. WARRANTIES AND LIMITS OF LIABILITY. ANY WARRANTY CLAIM SHALL BE LIMITED TO WELCH BROS. COST OF MATERIAL ON THE PRODUCT DETERMINED TO HAVE A MANUFACTURER’S DEFECT. IN NO EVENT SHALL WELCH BROS. BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, WHETHER IN CONTRACT OR TORT AND EXPRESSLY DISCLAIMS LIABILITY FOR ANY DAMAGES OF ANY KIND ARISING UNDER ANY THEORY OF LAW WHATSOEVER. WELCH BROS. MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. SUBJECT TO ALL OTHER PROVISIONS AND LIMITATIONS SET FORTH IN THIS AGREEMENT, APPLICANT AND WELCH BROS. FURTHER AGREE THAT IN NO EVENT SHALL WELCH BROS. HAVE LIABILITY TO APPLICANT IN AN AMOUNT IN EXCESS OF THE PURCHASE PRICE OF THE PRODUCT PURCHASED BY APPLICANT IN THE CALENDAR YEAR IN WHICH A CLAIM IS MADE BY APPLICANT, AND ONLY TO THE EXTEND SUCH DAMAGE CLAIM IS PAID THROUGH A POLICY OF INSURANCE HELD BY WELCH BROS. (THE “DAMAGE LIMITATION”). ADDITIONALLY, AS PART OF THE DAMAGE LIMITATION, WELCH BROS. SHALL HAVE NO LIABILITY ARISING IN WHOLE OR IN PART OUT OF THE SALE OF ANY PRODUCT BY WELCH BROS. TO APPLICANT, WHETHER SOUNDING IN CONTRACT OR TORT, OR OTHERWISE, FOR ANY AMOUNT IN EXCESS OF THAT SUM PAID BY AN INSURANCE COMPANY THROUGH A POLICY OF INSURANCE HELD BY WELCH BROS.
The undersigned hereby personally guarantees the prompt payment of any and all indebtedness and amounts due and owing now, and from time to time hereafter, from applicant to Welch Bros., including all attorneys fees and other costs and charges that may be due and owing under the credit agreement between applicant and Welch Bros. The undersigned waives presentment and demand for payment, notice of nonpayment, protest and notice of protest and consents without notice to any extensions of time or increase in the amount of credit approved by Welch Bros. to applicant. The undersigned understands that this is intended to be a continuing guaranty and shall continue as to all new indebtedness incurred unless and until a written notice is served upon Welch Bros. by certified mail, return receipt requested, declaring that this personal guaranty shall not apply to future purchases. The undersigned consents that any lawsuit concerning the guaranty may be filed in the Circuit Court of the Sixteenth Judicial Circuit, Kane County, Illinois or Court of the Seventeenth Judicial Circuit, Boone County, Illinois, at the sole discretion of Welch Bros., and waives any right to transfer or change the venue of any such lawsuit.
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Document Name: Credit Application
Agree & Sign