PLEASE READ, COMPLETE AND SIGN THIS AGREEMENT WHERE INDICATED. ACCOUNTS WILL NOT BE ESTABLISHED UNTIL THIS AGREEMENT HAS BEEN COMPLETED, SIGNED AND RETURNED. ANY DELAY IN RETURNING THIS AGREEMENT PROMPTLY MAY CAUSE ORDER PROCESSING TO BE DELAYED.
FOR THE PURPOSE OF ESTABLISHING AN OPEN ACCOUNT WITH THE TORO COMPANY, ON BEHALF OF ITSELF AND ITS SUBSIDIARIES, (COLLECTIVELY, “TTC”) TO PURCHASE GOODS OR SERVICES ON CREDIT, WE THE UNDERSIGNED AGREE TO THE FOLLOWING TERMS:
WE AGREE THAT WE ARE PURCHASING GOODS OR SERVICES FROM TTC AND/OR A TTC SUBSIDIARY FOR PURPOSES OF RESALE OR OTHERWISE FOR USE IN CONNECTION WITH OUR BUSINESS.
WE AGREE THAT THE TERMS OF SALE AS SET FORTH IN THIS DOCUMENT, ANY DISTRIBUTOR AND/OR DEALER MANUALS FROM TTC OR ITS SUBSIDIARY APPLICABLE TO THE PURCHASER, ANY WRITTEN AGREEMENT BETWEEN THE PURCHASER AND TTC OR A TTC SUBSIDIARY, AND TERMS OF ANY INVOICE FOR WHICH CREDIT IS GRANTED SHALL SUPERSEDE ALL INCONSISTENT TERMS AND CONDITIONS CONTAINED IN ANY PURCHASE ORDER OR OTHER DOCUMENT TO WHICH TTC HAS NOT AGREED IN WRITING PRIOR TO THE DATE OF THE INVOICE.
WE AGREE TO PAY INVOICES FROM TTC AND ITS SUBSIDIARIES ON OR BEFORE THE DUE DATE SHOWN ON SUCH INVOICES.
WE AGREE THAT THE CREDIT PERIOD RUNS FROM THE DATE OF INVOICE, REGARDLESS OF THE DATE OF SHIPMENT OR THE DATE SERVICE IS PROVIDED.
WE AGREE THAT ANY DISPUTE CONCERNING PRICE, TERMS, SHORTAGES OR PRODUCT DEFECTS SHALL BE COMMUNICATED TO TTC’S CREDIT DEPARTMENT, IN WRITING, PRIOR TO THE DUE DATE SHOWN ON THE INVOICE.
WE AGREE TO SEND ALL PAYMENTS TO TTC AS INSTRUCTED BY REMITTANCE ADVICE ON EACH INVOICE. WE ACKNOWLEDGE THAT THE POSTING OF PAYMENT TO OUR ACCOUNT MAY BE DELAYED IF PAYMENT IS SENT TO ANY OTHER ADDRESS. IF PAYMENT IS POSTED AFTER THE DUE DATE FOR THIS REASON, WE AGREE TO PAY INTEREST AS PROVIDED BELOW.
WE AGREE THAT INTEREST SHALL ACCRUE AND BE PAYABLE AT THE RATE OF 18% PER ANNUM OR, IF LESS, THE MAXIMUM RATE ALLOWED BY APPLICABLE LAW ON ANY INVOICE AMOUNT NOT RECEIVED BY TTC ON OR BEFORE THE DUE DATE.
WE AGREE THAT OUR CREDIT PRIVILEGES MAY BE SUSPENDED OR TERMINATED AT ANY TIME AND WITHOUT NOTICE IN TTC’S ABSOLUTE DISCRETION.
WE AGREE TO GIVE AND DO HEREBY GRANT TTC A SECURITY INTEREST IN ALL OF OUR NOW-OWNED OR LATER ACQUIRED INVENTORY, EQUIPMENT AND OTHER PRODUCTS PURCHASED FROM TTC, INCLUDING ALL ACCESSORIES, ATTACHMENTS AND PARTS, WHEREVER SUCH PROPERTY IS LOCATED, TOGETHER WITH ALL PRODUCTS AND PROCEEDS OF SUCH PROPERTY. WE AUTHORIZE TTC TO FILE ONE OR MORE FINANCING OR CONTINUATION STATEMENTS RELATING TO SUCH COLLATERAL, AND ANY AMENDMENTS THERETO, WITHOUT OUR SIGNATURE WHERE PERMITTED BY LAW, IN SUCH FORM AND SUBSTANCE AS TTC MAY DETERMINE.
WE AGREE TO PAY TTC’S COSTS, EXPENSES, AND FEES INCLUDING REASONABLE ATTORNEYS’ FEES, INCURRED BY TTC OR A TTC SUBSIDIARY IN ENFORCING OUR OBLIGATION TO PAY FOR PRODUCTS OR SERVICES PURCHASED FROM TTC OR A TTC SUBSIDIARY, THE SECURITY INTEREST GRANTED HEREBY, AND ANY OTHER OBLIGATIONS ARISING UNDER OR RELATED TO THIS AGREEMENT.
WE AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MINNESOTA, WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES.
WE CERTIFY THAT ALL INFORMATION CONTAINED IN THIS APPLICATION IS TRUE AND CORRECT, AND WE AUTHORIZE OUR BANK, TRADE CREDITORS AND ALL CREDIT BUREAUS OR OTHER CREDIT AGENCIES TO PROVIDE ANY INFORMATION THAT TTC REQUIRES.
