Trade credit terms agreement

What this covers

This agreement applies when KanexPro Inc ("KanexPro") invoices you rather than taking payment at the time you order. It sits alongside the trade terms you accepted when you opened the account; where the two differ on payment, this document governs.

Terms exist only once approved

Accepting this agreement does not open a credit line and does not entitle you to be invoiced. Net terms exist only after KanexPro has approved them in writing for your account, and only on the terms and limit stated in that approval.

Until then, and at any time after terms are withdrawn, orders are payable by card or ACH at checkout. An order placed in the expectation of terms that have not been approved is not an order on terms.

Credit is granted at KanexPro's discretion after review, may be declined without a reason being given, and is granted on the strength of the information on your application. Information later found to be materially untrue voids the terms from the outset and makes the full balance immediately due.

KanexPro may reduce or withdraw the limit at any time, including after an order is placed and before it ships. Where that happens on an order already with us, we will tell you before the order is cancelled and you may pay for it by card instead.

Orders that would take the account past its limit are held rather than shipped, and we will contact you.

How an order on terms works

An order on terms is not confirmed when you check out. It is submitted for review, we check it against your purchase order, and it is confirmed when we approve it. You will get an email at that point.

A current purchase order is required for every order on terms. It is the authority to ship and the document the invoice is matched against. An order without one will be held.

Payment

Invoices are due in full within the number of days on your account, counted from the invoice date. Your terms are stated on the account and on every invoice.

Payment is by ACH, wire or company cheque in US dollars. Card payment against an invoice is accepted but is not the intended route for a terms account.

Payment is not conditional on your own customer paying you.

Disputed amounts must be raised within fifteen days of the invoice date. The undisputed remainder of an invoice falls due as normal.

Late payment

An invoice not paid by its due date carries a late charge of 1.5% per month on the unpaid balance, or the maximum permitted by applicable law if that is less, from the due date until paid.

While any invoice is more than thirty days overdue, KanexPro may hold or refuse further orders on terms, require payment in advance, and apply payments received to the oldest outstanding invoice first.

Default

Each of the following is a default: an invoice unpaid seven days after its due date; a returned or reversed payment; a materially untrue statement on the application or on any document given to KanexPro; insolvency, an assignment for the benefit of creditors, a receivership, or a bankruptcy filing; a change of ownership or entity not notified as required below; or breach of any other term of this agreement or of the trade terms.

On default the entire balance on the account becomes immediately due, whether or not the individual invoices have reached their due dates, without demand or notice. KanexPro may at the same time suspend all terms, hold or cancel any unshipped order, and require payment in advance on anything further.

A returned or reversed payment carries a fee of $35 per instance, or the maximum permitted by applicable law if that is less, in addition to the late charge.

Costs of collection

If KanexPro places the account with a collection agency or an attorney, you are responsible for all costs of collection, including collection agency fees, reasonable attorneys' fees whether or not suit is filed, court costs, and the costs of any appeal, in each case to the extent permitted by applicable law. These are payable in addition to the balance and the late charges and are themselves due on demand.

Payments received are applied first to costs of collection, then to accrued late charges, then to the oldest outstanding invoice.

Credit reporting and references

You authorise KanexPro to obtain credit reports and to contact the bank and trade references given on your application, at application and at any time while a balance is outstanding. You authorise KanexPro to report the payment history on this account, including delinquencies, to credit reporting agencies and trade credit groups.

Who is liable

Where the account is held by more than one entity, or where an entity trades under more than one name, liability is joint and several.

The person accepting this on behalf of the business warrants that they hold the authority to bind it. If that warranty proves untrue, that person is personally liable for the balance on the account.

Title and security

Title to goods passes on payment in full. Until then KanexPro retains a purchase money security interest in the goods and their proceeds, and you authorise KanexPro to file the financing statements needed to perfect it.

Risk of loss passes on delivery to the carrier.

Resale certificate and tax

A tax-exempt account requires a current resale or exemption certificate on file. If it lapses or is found not to apply, you are responsible for the tax that should have been charged, together with any interest or penalty assessed.

Keeping your details current

Tell us within thirty days of a change of ownership, control, entity type, billing address, or the address invoices are sent to. A change of ownership or entity requires a new application.

Suspension and ending the arrangement

Either party may end this arrangement at any time on written notice. Ending it does not affect invoices already issued, which remain due on their terms.

KanexPro may suspend credit immediately, without notice, on insolvency, an assignment for the benefit of creditors, a bankruptcy filing, or a returned payment.

Governing law and venue

This agreement is governed by the laws of the State of Nevada, without regard to its conflict of laws rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts sitting in Clark County, Nevada, and waive any objection to that venue.

No delay or failure by KanexPro to enforce any term is a waiver of it, and a waiver given once does not waive it again. If any provision is held unenforceable, the rest stands and that provision applies to the maximum extent permitted.

Changes

KanexPro may change these terms on thirty days' written notice to the email address on the account. Orders placed after that notice are on the changed terms. If the change is not acceptable, stop ordering on terms and pay the outstanding balance as it falls due.

Who is signing

The person accepting this states that they are authorised to bind the business named on the application, and that the information given on it is true.