Authorized Merchant Agreement

Transcription

1 Authorized Merchant Agreement THIS LEASE PURCHASE PROGRAM AGREEMENT ("Agreement") is made this day of 2014 by and between CREST FINANCIAL SERVICES LLC, whose address is 15 West Scenic Pointe Dr. Ste.350, Salt Lake City, UT and, With a corporate address at: Address: City: State: Zip: (HEREAFTER REFERRED TO AS:"MERCHANT"). BACKGROUND This Agreement governs a lease purchase program ("Program'") pursuant to which: (1) MERCHANT will sell to CREST FINANCIAL certain consumer goods ("Merchandise"); and (2)CREST FINANCIAL will simultaneously lease the Merchandise under leases with purchase rights ("Leases") to consumers who do not wish to purchase Merchandise from the MERCHANT outright ("Lessees"). Leases will afford Lessees the right to acquire the leased Merchandise by paying a specified number of periodic payments or by paying an acquisition price during the Lease term. AGREEMENT NOW THEREFORE, in consideration of the foregoing and the mutual promises, convents and agreements set forth below, MERCHANT and CREST FINANCIAL agrees as follows: CREST FINANCIAL will: I. Provide their Lease/ Purchase programs to MERCHANT s selected retail sales. II. Provide customer service, collection, and all other service needed to operate the Lease/ Purchase programs. III. Provide MERCHANT POP material as deemed necessary. IV. Provide the Lease/ Purchase programs on a non recourse basis, making no representation or guarantee that any particular Lease/ Purchase application submitted will be approved. MERCHANT will: I. Offer to customers and communicate terms of alternative financing through CREST to customers selected by MERCHANT. It is understood that this agreement is optional to your customers and approval is not guaranteed nor is your store obligated to submit applications to CREST. 1 P age rev. 11/2013

2 II. Submit application complete with all information required by CREST. (A). MERCHANT will use its best efforts to ensure that all information is correct and factual. Any intentional submission of fraudulent information will constitute grounds for immediate termination of this agreement. Any evidence of an attempt to defraud CREST will be presented to the appropriate legal authorities and will be the subject of criminal and civil prosecution. III. Upon receipt of approval from CREST, MERCHANT will clearly explain the contract and: (A). Ensure that the Customer has a firm understanding of the agreements. (B). Have the Customer; (1) Sign and initial the agreements where indicated (2) Deliver Merchandise (3) Have customer sign and date "Receipt of Goods" agreement. (C). Have an authorized store representative sign "Receipt of Goods" agreement (D). Send the signed Lease Agreement, and Receipt of Goods agreement to CREST. NOW THEREFORE, in consideration of the foregoing and the mutual promises, convents and agreements set forth below, MERCHANT and CREST FINANCIAL agrees as follows: I.LEASES AND PROGRAM: The form and substance of each Lease will be determined by CREST FINANCIAL, who will be responsible for maintaining and administering the Program. All Leases will be non recourse to MERCHANT in connection with the sale of Merchandise to CREST FINANCIAL. II. PAYMENT FOR MERCHANDISE: Within three (3) business days after receiving a Lease signed by the customer and MERCHANT, CREST FINANCIAL will deposit into a bank account, designated by the MERCHANT, an equal amount to the invoice price withholding any applicable discount charged to the MERCHANT and in addition to the initial payment due by the customer, if any. Invoice Price for the Merchandise will be the lowest price at which MERCHANT would sell the Merchandise to the Lessee for cash at the time the description of the Merchandise was provided to CREST FINANCIAL. MERCHANT agrees to reimburse CREST as it may apply, any amounts erroneously funded to MERCHANT S bank account, within three (3) business days after discovering such error, or being notified by CREST, regardless of when such funding error occurred. III. PAYMENTS ON CONTRACTS: MERCHANT is required to verify with Customer, at time of signing, Customer's personal and purchase information. If Customer's personal or purchase information is found to be incorrect or incomplete, MERCHANT is required to invalidate previously received documents, notify CREST, and request a replacement agreement. Funding may be withheld if agreement is received and found to be missing personal or purchase information, valid Customer signatures, or required Dates. If an error is discovered in relation to the signature on any document, the MERCHANT and CREST mutually agree to do everything in their power to secure proper signatures in order to initiate Customer agreement and MERCHANT funding. CREST FINANCIAL will have the exclusive right to collect and receive all payments made by Lessee, or anyone making a payment on behalf of Lessee, on each Lease. MERCHANT agrees to assist CREST FINANCIAL in giving notice to Lessee of the terms of payment and to ensure that all payments on Leases are remitted directly to CREST FINANCIAL. MERCHANT will not accept any payment attempted to be made in person by a Lessee, beyond the Initial payment made by the Customer at signing. 2 P age rev. 11/2013

3 IV. REPRESENTATIONS, WARRANTIES AND COVENANTS OF MERCHANT: MERCHANT represents warrants and covenants to CREST FINANCIAL that: A. The Merchandise description provided by MERCHANT in connection with each Application will be accurate, true and complete, and both CREST FINANCIAL and each Lessee entering into a lease with CREST FINANCIAL will be entitled to the benefits of any manufactures or other warranty applicable to the Merchandise. B. MERCHANT has in effect and will continuously maintain in effect all licenses, permits, registrations, notifications, and approvals necessary for MERCHANT to conduct its business. C. There is no pending litigation against MERCHANT which would materially affect MERCHANT's ability to perform each and every one of its obligations hereunder. D. The financial and other information supplied to CREST FINANCIAL by MERCHANT contains no untrue statement of a material fact and omits no material fact necessary in order to make the statements contained therein not misleading. E. MERCHANT will, at all times, keep proper books of record and account which full, true and correct entries are made of all dealings, sales and transactions in relations to its business and the Program. MERCHANT will permit an authorized representative of CREST FINANCIAL to examine its accounts, records and consults with its personnel, all at reasonable times and upon reasonable notice, to the limited extent reasonably required to verify the accuracy of the information provided by MERCHANT to CREST FINANCIAL and the compliance of MERCHANT with its obligations under this Agreement should it be deemed necessary. F. MERCHANT has not done, and will do nothing to discharge or modify the obligations of the Lessee under any Lease or to interfere with the collection of sums due there under. MERCHANT will not induce or encourage any Lessee to terminate any Lease and will not take any action likely to result in such termination. G. MERCHANT hereby grants the right and privilege to use MERCHANT S Name, Logo and Trademarks in connection with promotion and/or operation of the credit program described herein and represents and warrants that it has the legal right and authority to do so. V. TRANSACTION LIMITS: The minimum transaction size for a Lease is $ The maximum is $ VI. TERMS AND CONDITIONS: The parties agree that CREST FINANCIAL terms and conditions (the "Terms and Conditions") as amended from time to time by CREST FINANCIAL, will govern and apply to this Agreement. VII. EVENTS OF DEFAULT: If either party is in material breach of any representation, warranty, covenant or obligation hereunder, including the obligation to follow the Terms and Conditions, the other party will have the following rights and remedies, any or all of which may be exercised without notice, in any order and without prejudicing its right to any other remedy: A. To offset against any funds otherwise due any amount owed under this Agreement 3 P age rev. 11/2013

4 B. To immediately terminate this Agreement; and C. To exercise any and all other remedies, legal and equitable, available under this Agreement and/or applicable law. No failure or delay on the part of either party in exercising any rights or remedies under this Agreement will operate as a waiver of any rights or remedies, and no single partial exercise of any rights or remedies under this Agreement will operate as a waiver or preclude the exercise of any other rights or remedies under this Agreement. VIII. ASSIGNMENT: MERCHANT may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of CREST FINANCIAL. Any such assignment is in violation of these provisions will be null and void. CREST FINANCIAL may assign its rights and obligations hereunder. IX. NO PARTNERSHIP, AGENCY OR JOINT VENTURE: Nothing in this Agreement will be constructed to create a relationship between the parties of partnership, principal agent or joint venture. This Agreement is not to be construed in any way as an employment agreement. X. CONFIDENTIALITY MERCHANT will maintain the confidentiality of all nonpublic information concerning Lessees and Terms, Applicants, and operating systems, and distribute notices as required by the Terms and Conditions and avoid any actions that would cause CREST FINANCIAL to fail to comply with privacy or notice requirements. XI. ENTIRE AGREEMENT, SUCCESSSOR AND ASSIGNS: This Agreement, together with the Terms and Conditions, constitutes the entire agreement between the parties relating to the subject matter hereof. All prior or contemporaneous agreements, understandings, representations, warranties and statements, orals or written, relating to subject matter hereof are superseded. No modification of or amendment to this Agreement will be binding unless in writing and executed by both parties. The Agreement will insure to the benefit of and be binding upon the successors and assigns (to the extent permitted) of MERCHANT and CREST FINANCIAL. XII. TERMINATION: The Agreement may be terminated at any time by either MERCHANT or CREST FINANCIAL upon written notice to the other, but such termination will not affect the rights or obligations of either party relating to Leases and transactions with the status of "Ready for Funding" prior to the effective date of such termination. XIII. INVALID OR VOID PROVISIONS: If any provision of this Agreement is deemed invalid, illegal or unenforceable in any jurisdiction, such provision will not be affected or impaired thereby in any other jurisdiction and the remainder of this Agreement will remain in full force and effect in all jurisdictions. XIV. SURVIVAL: 4 P age rev. 11/2013

5 Upon the expiration or termination of this Agreement, the obligations of the parties to each other will come to an end, except that the provisions of Section 3 (Payments and Contracts), Section 4 (Representations, Warranties and Covenants of MERCHANT), Section 9 (Confidentiality) and Section 15 (Governing Law; Arbitration) will survive. XV. COUNTERPARTS; FACSIMILE SIGNATURES: This Agreement may be executed in counterparts. Each of which will be deemed to be an original, but all of which will constitute one and the same agreement. Facsimile signatures will be accepted and will be binding on the parties to the same extent as originally signed counterparts. XVI. GOVERNING LAW; ARBITRATION: This Agreement will be governed by the substantive law of the State of Utah. Without limitation on the other provisions contained the Terms and Conditions, MERCHANT specifically acknowledges and agrees to the arbitration provision contained therein. IN WITNESS WHEREOF, the duly authorized officers of MERCHANT and CREST FINANCIAL have executed this Agreement in its entirety as of the date below written. CREST FINANCIAL BY: DATE ACCEPTED: MERCHANT PRINTED NAME: SIGNATURE: TITLE: BUSINESS NAME: BUSINESS PHONE NUMBER: 5 P age rev. 11/2013