I hereby make application for credit from Cenmed Enterprises, Inc., and in support of said application, make the following statements:
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CREDIT AGREEMENT BETWEEN BUYER AND CEN-MED ENTERPROISES, INC.
Extension of Credit, Terms of Sale. All sales shall be payable BEFORE DELIVERY unless the Company, agrees to extend credit on an open account. Payment on sales where credit is not extended on an open account will require a payment by a credit card, money order, cashier’s check or business check. Unless the Company otherwise agrees in writing, all purchases on an open account shall be due and payable within thirty (30) calendar days of invoice date. Buyer agrees that the terms stated herein govern all sales of goods by the Company to Buyer unless otherwise agreed in writing signed by Buyer and the Company, All shipping outside the continental U.S. is payable by credit card ONLY. No COD shipments will be extended. All accounts are payable to the Company, 121 Jersey Ave. New Brunswick, NJ 08901 in U.S. Funds. TERMS MAY BE REVOKED FOR DELINQUENCY IN PAYMENT HISTORY. Buyer’s right to purchase any goods is not transferable or assignable without the prior written consent of the Company. Finance Charges. Buyer agrees to pay a FINANCE CHARGE of one and one-half percent (1 1/2%) per month, before and after judgment, which is a PER ANNUM rate of eighteen percent (18%) on past due balances of thirty (30) calendar days or more. Attorneys’ Fees and Costs, Law and Jurisdiction. Buyer also agrees to pay all collection costs, plus reasonable attorneys’ fees, whether or not legal action is commenced for non-payment, and whether incurred before or after judgment. The law of the state of New Jersey shall apply to all sales to Buyer. If a dispute or claim arises out of or relates to this Agreement (a “Dispute”), and if the Dispute cannot be settled through the good faith efforts of the parties, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association (“AAA”) under its Commercial Mediation Procedures before resorting to arbitration, rather than in court, except that Buyer may assert claims in small claims court in New Brunswick, New Jersey. Any Dispute that cannot be settled by mediation shall be settled by arbitration administered by the AAA in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrator shall not award either party exemplary or punitive damages, and the parties shall be deemed to have waived any right to such damages. The prevailing party shall be entitled to request its reasonable attorney’s fees and costs incurred in connection with such arbitration. Warranties. The Company offers manufacturer’s warranties on materials and workmanship. No other warranties apply, even if such purpose is known to the Company, and the Company does warrant that the accuracy of information obtained from its invoices, sales orders, website, catalogs, meet the specifications stated on the Company, invoice for goods. Claims. If Buyer discovers, after delivery, that goods received fail to meet the specifications and warranties indicated in this Agreement, Buyer shall notify the Company, within thirty (30) calendar days from receipt of product. Also, Buyer agrees to notify the Company within thirty (30) calendar days from receipt of product any shipping damages, shortages or discrepancies. If Buyer fails to notify the Company of complaints or objections within the thirty (30) calendar days from the time of delivery, such delivery shall, for all purposes under this Agreement, be deemed to be free from any defects, and shall operate as a waiver by Buyer and release the Company, of any liability in respect to such claim. If no such claim is made within said thirty (30) day period, Buyer agrees to indemnify and hold harmless the Company, from and against any and all losses, liabilities, damages, fines, penalties, claims, legal fees, court costs, and related expenses or other detriment of any nature whatsoever arising out of the sale or other use of the goods. Returns. If Buyer notifies the Company, within the thirty (30) calendar days from receipt of product any damages or discrepancies, Buyer may request from the Company, a return request authorization. Upon a determination by the Company, that product(s) will be returned, Cen-Med Enterprises, will supply the Buyer a Return Authorization Number that must appear on the outside of each package returned. Return Authorization Numbers are valid for thirty (30) calendar days. Product(s) returned will require a shipping method with traceable means (i.e. UPS, FedEx). Upon the determination that product(s) are being returned due to product defect or any other fault caused by the Company (as determined by a the Company representative) a shipping call tag will be issued by the Company Credit memos will be issued once we receive the defective product and after inspection of product. Replacement product is invoiced at the time of shipment. A 20% restocking fee will be charged on customer returns except product returned because of damage or discrepancies. Minimum restocking fee is $10.00. Damages and Limitation of Liability. Except as otherwise specified in this Agreement, the exclusive remedy for breach of warranty, breach of contract, negligence or strict liability is limited to either replacement or delivery of goods as to which a claim or breach is proved, or damages limited to the value, on the date of last activity under this Agreement, of goods as to which a claim or breach is proved. BUYER AGREES THAT IN NO EVENT SHALL THE COMPANY, PRODUCTS BE RESPONSIBLE FOR ANY SPECIAL INDIRECT OR CONSEQUENTIAL DAMAGES. Financial Responsibility. If Buyer’s payments shall be in arrears, or the financial responsibility of Buyer becomes impaired or unsatisfactory in the sole opinion of the Company, advance cash deposit or satisfactory security shall be given upon demand, and shipments may be withheld until such deposit or security is received. If such deposit or security is not received within fifteen (15) calendar days from demand therefore, the Company may terminate Agreement. In the event Buyer makes an assignment or any general arrangement for the benefit of creditors or if there are instituted by or against either party proceedings in bankruptcy or under any insolvency law or law for reorganization, receivership or dissolution, the Company may withhold shipments or terminate this Agreement without notice. The exercise of any right reserved under this section shall be without prejudice to any claim for damages or any other right under this Agreement or applicable law. Force Majeure. Neither party shall be responsible for its inability to perform under this Agreement (except as to payment), if the inability is caused by circumstances (excluding financial circumstances) beyond the reasonable control of the parties, including, but not limited to fire, explosion, equipment failure, riots, labor disputes, governmental regulations, failure of transportation, etc. Quantities affected by these circumstances may be eliminated without liability, but this contract, shall otherwise be unaffected. If, because of these circumstances, the Company, is unable to supply the total demand for the material it may distribute available supplies among any or all purchases, as well as departments of the Company, on such a basis as the Company, may deem fair and practical without liability for any failure to perform this Agreement. Time for Deliveries. The Company is not obligated to make delivery by any specified date, but it will use its best efforts to make shipping within the one to two weeks. Freight is F.O.B. New Jersey via United Parcel Service unless otherwise requested. Freight transit charges are invoiced separately from product invoice. Consignee billing or freight transit collect requests honored. Ordering Minimums / Charges. Minimum first time credit opening order is $50. There is no minimum first time opening order for Credit Card purchases. Orders below $20.00 will incur a service charge $10. Drop shipment service charge $10 (available to continental United States addresses only). Product availability and prices subject to change without notice. In consideration of the Company’s extension of credit to the Buyer, the undersigned individual unconditionally and absolutely personally guarantees the full, faithful and prompt performance, payment and discharge of all obligations and debts owed now or in the future by the Buyer to the Company, together with costs and attorney’s fees incurred in enforcing this guarantee. The undersigned waives notice of acceptance, notice of nonpayment, protest, and notice of protest with respect to the obligations covered herein. This is a continuing guarantee, and is not modified by any extensions, amendments, renewals or waivers of default as to any existing or future agreements between the Company and Buyer. This guarantee shall continue in modifications, full force and effect as long as there are extensions of credit and shall apply to any successors in interest unless expressly terminated in writing, with notice via certified mailing, to the Company, 121 Jersey Ave. New Brunswick, NJ 08901.