The definitions listed below apply whenever we use these words in the Agreement: “We”, “Us” and “Our” mean REMPHOS TECHNOLOGIES LLC “You” and “Your” mean the person(s) or entity that signs the Account Application or on whose behalf the Account Application is signed. “Account” means the Business Credit Account with us established by this Agreement and which shall be used only for the purchase of merchandise and/or services from REMPHOS for your business use.

You have chosen to apply for this Business Credit Account for your business use and to purchase merchandise on open account under the terms of this Agreement. In consideration of the granting of Account privileges by us, you promise to pay us a credit price for any purchases made on this account, plus any other fees or charges under this Agreement. You hereby agree that this Account shall be used only for the purchase of merchandise and/or services from REMPHOS for your business use. You agree that the only persons who may use the Account are those who are listed as Authorized Purchasers listed in the Commercial/Business Application. You agree to be liable to the extent permitted by the applicable law for any losses we suffer due to your failure to notify us of any changes to the Authorized Purchasers list. This agreement is not binding upon us until credit is approved by us.

You agree that we may establish a Credit Line (limit) for your convenience and that you agree that we may change your Credit Line from time to time, based on our evaluation of changes in your credit capacity and your performance under this Account.

You agree that if an Account is opened pursuant to this Agreement, the Account and all credit extended hereunder shall be governed by this Agreement. By accepting the terms herein, you agree to accept our descriptive billing system accounting for all purchases on the Account. The REMPHOS Invoice number will be the reference number used for billing purposes to identify purchases of merchandise/ and/or services. Purchase Order numbers will be accepted by REMPHOS when available, and printed on your Invoice for your information only. It is your responsibility to provide a Purchase Order number if your company requires a Purchase Order number for purchases. The presence of or lack of a Purchase Order number on the Invoice or Billing Statement in no way affects your responsibility to pay amounts due on this Account. Upon establishment of an Account, you agree to pay, at such place as we designate, in accordance with the billings, the then current payment schedule amounts for the use of this Account, and all applicable charges which may then be in effect.

Until we shall give written notice to you of a change therein, our terms are that all invoices are due in full on the thirtieth (30th) day following Invoice date. We may not agree to defer payment or collection beyond this date and may take action to enforce our rights, including cancellation or suspension of your Account privileges regardless of any late charge or partial payments that may be made.

There is a late charge of one and one half percent (1-1/2%) that may be assessed at the end of each month (18% per annum), or the maximum rate permitted by law, whichever is less, on all open invoice amounts that are past due or more than thirty (30) days old. Product will not be shipped to past due accounts.

Remittances are required to reference Invoice numbers being paid and payments will be applied against matching open items. When we are unable to match payments with open items, these amounts will be applied to open items in order of age or held as a general credit against open or future invoices.

You are giving us and we are retaining a purchase money security interest in the merchandise purchased under this Agreement until the debt for that merchandise is paid in full. This permits us, under certain circumstances, as provided by law, to take back or repossess the merchandise if you do not pay for it under the terms of this Agreement.

If you should become insolvent, if you do not meet your payment obligations when they become due, if a receiver, custodian or trustee is appointed for you or any of your property, if there is a filing of a voluntary or involuntary petition for relief or bankruptcy, reorganization, or arrangement, if an assignment is made for the benefit of your creditors, if there is a meeting called of your creditors or if you should breach any other terms of this Agreement, we may demand the entire unpaid balance to be paid immediately and, as provided by law, commence any legal action for collection of the balance due. We may also pursue any other legal action deemed necessary or appropriate with respect to the Account. You agree to pay reasonable collection fees, attorney’s fees and court costs. We also reserve all rights and remedies pertaining to repossession and resale of any repossessed merchandise as provided by law.

You agree that we may change the existing rates, charges and other terms of the Agreement, as well as introduce new terms (such as non-sufficient check charges), as may be authorized by law. Any such amendments will apply to the then existing balance of your Account to the extent permitted by law. No one else has the authority to change this Agreement.

You give us the right to investigate your business and/or personal credit capacity and credit history. We are authorized to furnish information about the Account and you to credit reporting agencies and others who may lawfully receive this information.

No waiver of any provision of or default under this Agreement shall affect the right of REMPHOS thereof to enforce any other provision or to exercise any right or remedy in the event of any other default, whether or not similar.

We and you have the right to cancel this Agreement/Account at any time and for any reason as it relates to future purchases. You remain obligated to pay for any balance existing prior to cancellation.

We reserve the right to assign all or part of the terms and/or conditions of this Agreement at any time, without prior notice to you.

You agree that any purchase under this Agreement will be subjected to the terms set forth in this Agreement, our Invoices or order forms, and that the terms set out in any different form shall not apply, even though the form may be submitted to or accepted by REMPHOS as evidence of the order.

Sales invoices will not be mailed with or accompany the monthly billing statement. Therefore, you must retain your original Sales Invoice for your records.

All freight charges are prepaid and added. Freight is allowed on orders of $8,000.00 or more. Please consult REMPHOS for additional freight charges on orders shipping west of the Mississippi River.

Experienced packers using standard, approved packaging methods pack all shipments with great care. As all shipments are FOB Plant, transfer of ownership occurs when the carrier picks up product. Therefore, if any damage occurs in transit, a claim must be filed with the carrier for your loss or damage. The carrier is responsible for breakage in transit. REMPHOS will assist you in every possible manner in collecting your claims for loss or damage.

Product may be returned only with prior written approval form REMPHOS’s Customer Service Department. Product must be in unused condition, in original packaging and must be marked with the Return Goods Authorization (RGA) Number. Product returned will be subject to a 25% restocking charge with all freight charges being the buyer’s responsibility. Custom Designed products and Special Order Items are not returnable without special consideration from REMPHOS.

$100 Minimum waived for project punch list items and test samples.

This is our entire agreement. No changes can be made except in writing signed by an authorized representative of REMPHOS.