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Form #1:
APPLICATION FOR CREDIT WITH A SUBJOINED PERSONAL GUARANTY

APPLICATION FOR CREDIT
A. BUSINESS DATA:
N.Y.S. SALES TAX NO._______________________________________
Name of Buyer:_________________________________
Address:___________________________________________
Telephone No._________________________________________
Type of Ownership:___________________________________
CORPORATION_______________________________________
PARTNERSHIP________________________________________
INDIVIDUAL _________________________________________
Names of Principals:____________________________________________
Home Address:________________________________________________
Title (If corporation):_______________________________________________
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B. BANK INFORMATION:
Name of Bank: ________________________________________
Address: _____________________________________________
Bank Account No. ________________________________________
Telephone No. _______________________________________________
BUYER MUST ATTACH A COPY OF ITS BUSINESS CHECK
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ALL SALES TO BUYER ARE SUBJECT TO THE TERMS AND CONDITIONS ON THE REVERSE SIDE OF THIS APPLICATION FOR CREDIT.
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I have read and understand and I agree to abide by the terms and conditions for credit with XYZ Food Corp.. The information supplied in the application for credit is true and correct to the best of my Knowledge.
______________________By:_________________________________ _________
(Name of Buyer)(Authorized Signature) - (Title)(Date)

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PERSONAL GUARANTY
In order to induce XYZ Food Corp. (XYZ) to extend credit to the above buyer, the undersigned personally guarantees payment of the account and of each and every invoice rendered to the buyer by XYZ and further agrees that attorneys' fees for the prosecution of an action based upon this guaranty shall be 25% of the amount sued for and a cause of action to recover for such attorneys' fees may be joined as a cause of action with the cause or causes of action seeking to enforce the terms of this guaranty. This guaranty is and shall be in full force and effect until it is canceled in a writing forwarded to XYZ by Registered Mail, Return Receipt Requested. Said cancellation to be effective beginning twenty-four (24) hours after receipt thereof by XYZ.
Date: _________________ Signature:* __________________________________
Home Address: ___________________________________ Social Security Number: ______________________
WITNESS: ___________________________________
*INDIVIDUAL MUST SIGN HIS NAME. NO CORPORATE TITLE SHALL FOLLOW NAME.

TERMS AND CONDITIONS OF SALE

  1. A one and one-half percent (1%) monthly service charge will be charged on all amounts which remain past due more than thirty (30) days.
  2. WARRANTY: XYZ Food Corp.(XYZ) expressly warrants that the commodities sold on the face hereof will be merchantable. XYZ makes no other warranties except as set forth in writing. THIS WARRANTY IS GIVEN EXPRESSLY AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. XYZ SPECIFICALLY EXCLUDES THE WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE.
  3. CLAIMS: All claims must be made in writing to XYZ within ten (10) days after receipt of goods. XYZ's liability for damages shall be limited to the exchange or return of the particular merchandise with respect to which such damages are claimed. The foregoing constitutes the exclusive remedy against XYZ. XYZ SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES. Failure to make claim in writing against XYZ within ten (10) days after arrival of the goods thereof shall constitute an irrevocable acceptance of the goods.
  4. Buyer will pay to XYZ all costs and expenses, including attorneys' fees of twenty-five percent (25%), which are incurred in attempting to collect from buyer the amount due for any purchase made by buyer from seller.

GUIDE AND INSTRUCTIONS

  1. To collect a commercial account receivable, we must know the legal composition of the debtor. The correct, current corporate name of the debtor can usually be found on the debtor's bank check. We urge you to photocopy your bank deposits. The fastest way to collect a judgment is to restrain the debtor's bank account.

  2. The best time to obtain the correct legal composition of a customer is before the first transaction. A credit application should request that a copy of the debtor's check be attached. If the debtor's name on the check is not in the corporate form [Inc., Corp., Ltd.], you should obtain a copy of the debtor's trade certificate showing that it is operates as a sole proprietorship or as a partnership. An account will give that information when it wants to purchase goods or services; it will not give the information when it has not paid you.

  3. The application for credit should be preceded by your letterhead with your name and address.

  4. The name of buyer should contain the correct legal name of buyer. For example, John Jones Distributing Corp., not John Jones Distributing. If the buyer is a limited liability company (LLC) or limited liability partnership (LLP), John Jones Distributing LLC or John Jones Distributing LLP is correct., not John Jones Distributing. If the buyer is a partnership, only then can you show the name as John Jones Distributing. If the buyer is a sole proprietor, then you put in the trade name as John Jones Distributing. The correct name of the buyer MUST appear under A. Business Date and at the signature line.

  5. If the buyer is a sole proprietor, you do not need to complete the guaranty. He is personally liable.

  6. In the form whenever you see the name XYZ Food Corp., (highlighted in light blue), you should substitute your full and correct name. Whenever you see XYZ, (highlighted in red), you should substitute a shortened version of you corporate name. For example, Good Guy Food Corp. would be the full name of GOOD GUY all in capitals would be the short version.

  7. This application for credit is for the sale of goods. The express warranty in paragraphs "2," "3" and "4" of the terms must be changed for transactions that do not involve the sales of goods.

    (a) If the vendor is a magazine, paragraphs "2," "3" and "4" should read:

    2. WARRANTY: YOUR MAGAZINE INC. (YOUR MAGAZINE) expressly warrants that the advertisements published in its magazine will be produced according to S.W.O.P. Standards. YOUR MAGAZINE makes no other warranties except as set forth in a writing that must be signed by its duly authorized officer.

    3. CLAIMS: All claims must be made in writing to YOUR MAGAZINE within ten (10) days after the date of publication of the issue of the magazine in which the advertisement appears. YOUR MAGAZINE's sole liability for damages shall be limited to an adjustment or credit with respect to the specific advertisement with respect to which such damages are claimed. The foregoing constitutes the exclusive remedy against YOUR MAGAZINE. YOUR MAGAZINE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES. Failure to make claim in writing against YOUR MAGAZINE within ten (10) days after the date of publication shall constitute an irrevocable acceptance of the advertisement as published.

    4. Advertiser will pay to YOUR MAGAZINE all costs and expenses, including attorneys' fees of twenty-five percent (25%), which are incurred in attempting to collect from advertiser the amount due for any advertisement published by Interview for the advertiser.

    The correct legal name of the vendor's magazine should be substituted in place of YOUR MAGAZINE INC. The standard highlighted in green has to be the specific standards for your magazine. According to S.W.O.P Standards has been inserted in this form for illustration purposes only.

    The word ADVERTISER should be substituted for the word BUYER wherever it appears on the front page of the application for credit and in the subjoined guaranty.

    (b) If the vendor is a supplier of work, labor and services, paragraphs "2," "3" and "4" should read:

    2. WARRANTY: SUPPLIER CONTRACTING CO., INC. (SUPPLIER) expressly warrants that all services will be performed in a good and workmanlike manner and that all parts installed will be fit for the purpose intended. SUPPLIER makes no other warranties except as set forth in writing. THIS WARRANTY IS GIVEN EXPRESSLY AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. SUPPLIER SPECIFICALLY EXCLUDES THE WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE.

    3. CLAIMS: All claims must be made in writing to SUPPLIER within ten (10) days after completion of the services performed and installation of parts. SUPPLIER's liabil-ity for damages shall be limited to the correction of the services performed and the ex-change or return of the particular parts with respect to which such damages are claimed. The foregoing constitutes the exclusive remedy against SUPPLIER. SUPPLIER SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES. Fail-ure to make claim in writing against SUPPLIER within ten (10) days after completion of the services and installation of the parts thereof shall constitute an irrevocable satisfac-tory acceptance of the services performed and the parts installed.

    4. Buyer will pay to SUPPLIER all costs and expenses, including attorneys' fees of twenty-five percent (25%), which are incurred in at-tempting to collect from buyer the amount due for any services performed or any purchase made by buyer from seller.

    The correct legal name of the vendor's firm should be substituted in place of SUPPLIER CONTRACTING CO.. INC. (SUPPLIER).

    No changes are required on the front page of the application for credit and subjoined guaranty.

  8. The front page of the application for credit should contain the application and the subjoined guaranty. The terms and conditions should be on the reverse side in the same format as shown.

    EXPLANATIONS

    a. "In modern times most commercial business is done between corporations, everyone in business knows that an individual stockholder or officer is not liable for his corporation's engagements unless he signs individually, and where individual responsibility is demanded the nearly universal practice is that the officer signs twice--once as an officer and again as an individual." (Salzman Sign Co., Inc. v. Beck, 10 N.Y.2d 63, 67, 217 N.Y.S.2d 55, 176 N.E.2d 74.)

    b. Sales of goods are governed by the Uniform Commercial Code (UCC). Under the UCC, every sale of goods carries with it any express warranty you make and the implied warranties of merchantability and of fitness for a particular purpose. In the event of a breach of warranty, you are liable for all damages including incidental and consequential damages.

    c. The UCC permits you to avoid this liability if you make an express warranty. You can exclude all implied warranties including merchantability and fitness for a particular purpose. But you MUST offer a remedy. Paragraph "3" of the terms and conditions offers exchange or return of the goods. The UCC then allows you to exclude incidental and consequential damages.

    d. However, you must honor the remedy of exchange or return; or your avoidance of liability is lost and you again subject to the damages set forth in the UCC.


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