Guaranteed Obligations
The Guarantor irrevocably and unconditionally guarantees the due and punctual
payment of all present and future debts and liabilities of the Debtor to the
Creditor in respect of all goods and services supplied by BOZ
Electric Supply. The Guarantor understands that payment is not contingent upon payment to the guarantor for
the job the merchandise was purchased for and that prompt payment is to be made
regardless of the Debtor’s or Guarantor’s agreement with any outside parties.
Payment
1) BOZ shall maintain the right to demand payment in advance for large and/or special
orders. The Debtor agrees to pay all shipping and taxes.
2) Interest of 2% per month, 24% per annum will be
imposed on overdue amounts.
3) The buyer agrees to pay all costs incurred in
assuring payment in full to BOZ, including, but not limited to, interest, legal
and court costs, in the event that Guaranteed Obligations are not met in a
timely fashion by the Debtor.
4) Invoices are payable on or before the 30th of the month following purchase.
Enforcement of Claim
The Guarantor understands that BOZ may demand and expect payment of the Debtor’s
account in full upon written demand, made and addressed to and delivered to the
attention of the Guarantor at the address set forth in this agreement or at
such address as the Guarantor may from time to time designate to BOZ in
writing. BOZ shall not be bound to seek or exhaust resources against the Debtor or any
other persons or to realize on any securities it may hold in respect of the
Guaranteed Obligations before being entitled to payment form the Guarantor
under this agreement and the Guarantor renounces all benefits of discussion and
division. BOZ retains the right for enforce it’s claim for liabilities incurred
by the Guarantor by whatever means it deems necessary in order to meet the
Guaranteed Obligations, including but not limited to, construction liens,
property liens, property and personal possessions held by the Debtor or the
Guarantor, and wage garnishment.
Costs and Expenses
The Guarantor agrees to pay BOZ, upon demand, all out-of-pocket costs and expenses
including, but without limiting the generality of the foregoing, legal fees on
solicitor and client basis, incurred by or on behalf of BOZ in connection with
enforcing any of it’s rights against the Debtor in respect of the Guaranteed Obligations or against the Guarantor.
Statement of Account
Any account settle or stated by or between BOZ and the Debtor shall, in absence of
manifest error, be accepted by the Guarantor as conclusive evidence that the
amount of the Guaranteed Obligations stated is due and payable by the Debtor to
BOZ. Any disputes over charges to the Debtor’s account be made, the Debtor must do so in writing to BOZ within 30
days of the incurred debt.
Liability of the Principal Debtor
All debts, liabilities, and obligations incurred by the Debtor and owing to BOZ
shall form part of the Guaranteed Obligations despite any incapacity,
disability, or lack or limitation of status or power of the Debtor or any of
it’s directors, officers, or agents, or that the debtor may not be a legal
entity or any irregularity or defect or informality in the incurring of such
debts, liabilities, and obligations which may not be recoverable from the
Guarantor as guarantor shall be recoverable from the Guarantor as principal
debtor upon demand and with interest, calculated and payable as provided in
this agreement.
Liability Absolute
The liability of the Guarantor shall be absolute and unconditional irrespective of:
the invalidity, unenforceability or illegality, in
whole or part, of any agreements, instruments or other documents held by BOZ to
create, represent or evidence any Guaranteed Obligation;
any defense, counterclaim or right of set-off available to the Debtor:
any change in the name, objects, capital, documents or by-laws of the Debtor:
any amalgamation, merger, or re-organization of the
Debtor or, if a partnership, in the firm, including, without limitation, by
reason of death, retirement, or admission of membership of any partners, in
which case this agreement shall apply to the corporation or partnership, as the
case may be, resulting or continuing therefrom; or
any other circumstances which might otherwise
constitute, in whole or in part, a defense available to, or a discharge of, the
Guarantor, the Debtor, or any other persons, firms, or corporations in respect
of the Guaranteed Obligations or the liability of the Guarantor.
Dealings with BOZ
BOZ may, without giving notice to or obtaining the consent of the Guarantor, grant
extensions of time and other indulgences, take and give up securities, accept
compositions, grant releases and discharges, whether full, partial, or
conditional, perfect or fail to perfect any securities, release any
undertaking, property or asset charged by any securities to third parties and
otherwise deal or fail to deal with the Debtor. BOZ shall have the continuing
right to approve the Buyer’s credit and may, at any
time, alter terms, suspend or terminate credit should the Guaranteed
Obligations not be met by the Debtor.
No Rights of Set-Off
All amounts payable by the Guarantor shall be paid without set-off or counterclaim
and with any deduction or withholding whatsoever unless and to the extent that
the Guarantor shall be prohibited by law from doing so, in which case the
Guarantor shall pay to BOZ such additional amount necessary to ensure that BOZ
receives the full amount it would have received if no such deduction or withholding
had been made.
Termination of Further Liability
The Guarantor may by written notice to BOZ, and delivered to the attention of
Accounts Receivable, terminate any further liability in respect of the
Guaranteed Obligations incurred by the Debtor more than ten days (Notice
Period)after the receipt of the notice.
The Guarantor shall remain liable for all Guaranteed Obligation incurred
prior to the expiration of the Notice Period and for all Guaranteed Obligations
incurred after the expiration of the Notice Period that were prior commitments
with BOZ. Should the initial Guarantor give notice of termination a new Guarantor must re-apply for credit in order
for the account to remain active.
Successor, Assigns and Governing Laws
This agreement shall ensure to the benefit of and be binding upon the respective
heirs, legal representatives, successors and assigns of the Guarantor and BOZ
and shall be governed by and construed in accordance with the laws of the
Province of Ontario. The Guarantor irrevocably submits to the jurisdiction of the courts of the Province of Ontario
in any action or proceeding arising out of or relating to this agreement or any
related judgment against the Guarantor in any other jurisdiction.
This agreement shall not terminate upon the death or incapacity of the Guarantor or
upon receipt by BOZ of any notice in respect thereof and the heirs, legal
representatives, successors and assigns of the Guarantor shall continue to
liable until such time as the Guaranteed Obligations have been met.
Waiver of Subrogation Rights
In the event that BOZ receives any payments on account of the liability of the
Guarantor, the Guarantor shall not have, and waives to the extent required, all
rights to claim repayment from or against the Debtor and nay other Guarantors
and all rights to be subrogated to any rights of BOZ, until the Guaranteed
Obligations have been paid in full.
APPLICATION FOR CREDIT