Credit Application



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TERMS AND CONDITIONS TO THE AGREEMENT OF SALE:

  1. TERMS AND CONDITIONS TO THE AGREEMENT OF SALE. Any pre-printed or other terms of any Buyer purchase order, or any responses by Buyer to any Seller acknowledgement thereof (collectively, “Buyer Changes”), which are inconsistent with any express terms or provisions of these Terms and Conditions to the Agreement of Sale (“Terms”), unless such Buyer Changes are otherwise specifically accepted by Seller in writing, they are not binding upon Seller and are void ab initio. Unless Buyer shall notify Seller in writing promptly after Buyer's receipt of any Seller acknowledgment otherwise, then Buyer shall be deemed to have accepted these Terms. Seller's or Buyer's waiver of any breach or failure to enforce any of these Terms shall not in any way affect, limit or waive such party's right at any time to enforce such Terms. These Terms shall apply to Buyer’s purchase of any goods or services from Seller (the “Goods”).
  2. PRICE. Seller may, on 10 days' prior written notice to Buyer, in Seller’s sole discretion, change (including increasing) the prices indicated on the reverse side hereof for any Goods for any reason or amount, including, but not limited to the extent that Seller's cost of Goods ordered hereunder but not yet shipped may be increased as a result of (a) any order, rules, regulations, guideline or codes issued or promulgated in pursuance of any existing or future federal, state, or municipal legislation; (b) any increase in the cost of such Goods imposed upon Seller by any third party suppliers of such Goods; (c) any controls, restrictions or charges imposed by governmental authority upon the sale of such Goods; or (d) any increase in the cost of manufacturing Goods specifically fabricated or created by Seller. Buyer may, by written notice which must be delivered to the Seller prior to the effective date of any such price increase, cancel the applicable contract as it applies to any Goods the price to which the Buyer and Seller cannot otherwise agree in good faith negotiations. Unless the applicable contract shall be so canceled, the increased price shall apply to all Goods subsequently ordered by Buyer from Seller, though subject to future changes pursuant to this Section 2. Seller may, at its option, deliver the Goods in quantity herein specified from production points other than that shown, but Seller shall not be obligated to do so, provided that such delivery is made at the price previously agreed by Seller and Buyer for such applicable Goods.
  3. TAXES. Buyer shall be solely responsible for all sales, use, excise or other taxes and any other duties or fees imposed upon any transactions for Goods with Seller contemplated in any purchase arrangement which may be subject to any tax by any federal, state, local or other governmental authority and any interest or penalties imposed in connection therewith (collectively, the "Taxes"). If Seller pays any Taxes on behalf of Buyer, either at the time of transaction with Buyer or at any time after Buyer has paid for any Goods purchased from Seller, Buyer shall promptly reimburse Seller for all such Taxes upon Buyer's receipt of an invoice from Seller therefore. If Buyer fails to reimburse Seller for any and all such Taxes, Buyer shall pay Seller for its costs and expenses associated with collecting such Taxes from Buyer, including all attorneys’ fees and any other collection costs related thereto.
  4. PAYMENTS. If credit has been extended to Buyer, then (a) payment in full of the invoice price of Goods shall be made to Seller within the stated number of days from the applicable invoice date, with any invoices not paid within such this period bearing, at Seller's option, interest at either the maximum allowable rate, or not less than 1½% per month; and (b) Seller reserves the right to immediately terminate such credit and demand full payment from Buyer if (1) Buyer fails timely to pay for (i) any Goods previously shipped or (ii) any services rendered or provided, or (2) in the sole discretion of the Seller, there has been a material adverse change in Buyer's financial condition. In either of such events as subsection (1) or (2) above, Seller may require prior and full payment on all Goods before further shipment of any Goods or provision of any services to Buyer. Payments must be made in readily available US currency. Payments offered using any other forms of currency may be either rejected or subject to additional fees or surcharges, in seller’s sole discretion.
  5. PURCHASE MONEY SECURITY INTEREST. Buyer grants the Seller and the Seller retains a purchase money security interest (A “PMSI”) in Goods provided by Seller, or its designated agents, until payment for the Goods so provided is received in full by Seller, including any applicable late or penalty charges. Buyer hereby authorizes Seller to perfect its PMSI by filing a UCC-1 Financing Statement or other such documentation necessary therefore and is hereby authorized to affix Buyer’s name as the debtor in connection herewith. Buyer agrees to cooperate with Seller in the provision of any necessary information and the execution of any requested documentation to allow Seller to properly and effectively provide for the PMSI in favor of Seller’s a condition of Seller’s performance in connection with any contract with Buyer.
  6. SHIPMENT. In connection with any shipment contract by and between Seller and Buyer, the Buyer agrees to pay all transportation charges incurred in loading and shipment for all Goods. If freight or other transportation costs are increased or if any additional charge or rental fee is required to be paid to any third party in connection with the provision of the Goods, then the Seller may add such charge or increase to the contract price for such applicable Goods ordered by Buyer. If Seller has paid any such charges in advance, Buyer agrees to reimburse Seller on demand in writing to Buyer. Title to and the risk of loss of all Goods ordered by Buyer from Seller shall pass to Buyer upon Seller's delivery to the shipping carrier whether or not Seller pays all or part of the freight in advance for such Goods.
  7. DELIVERIES. Seller shall not be responsible for (a) any failure to make delivery or (b) any delays in delivery, in each case, of any Goods. Seller shall have the right to make delivery of Goods in installments, each of which shall be separately billed and paid for as billed without regard to subsequent completeness of the deliveries. Each installment of Goods deliverable in response to the Buyer's purchase order shall be deemed to be sold under a separate purchase agreement. Failure to pay for any installment of Goods delivered when due shall excuse Seller from making future deliveries of any remaining Goods. If Seller consents, in its sole discretion, to Buyer's requested reduction of ordered quantities of Goods, or to cancellation of any open balance of Goods on order, the unit price for Goods already delivered and for any undelivered Goods shall revert to the specified unit price for the Goods actually delivered and accepted. All shipments may be subject to an additional handling fee in excess of the freight charges.
  8. DEFECTIVE GOODS. Specifications for Goods are listed on the Seller's proposal sheet. The manufacturer generated literature accompanying any Goods relate specifically to such applicable units. Buyer accepts the responsibility for (a) determining the suitability of such specifications to its business needs, and (b) ordering applicable Goods from Seller by applicable manufacturers’ parts numbers. Any assistance to Buyer rendered by Seller's personnel to determine which manufacturer parts number may be suitable for Buyer's purposes shall be provided solely at Buyer's risk. The applicable product designations for any Goods ordered by Buyer from Seller so indicated on Seller's invoice shall govern unless proven to be incorrect directly due to Seller’s willful negligence or gross misconduct. Buyer shall inspect the Goods immediately following their arrival and shall, within three (3) business days of such arrival, give written notice to Seller of any claim that the goods (including quantities thereof) do not conform to the terms of any applicable purchase order. If Buyer should fail to give such notice, the Goods shipped shall be deemed conclusively to conform with the terms of the applicable purchase order and Buyer shall be bound to pay for the applicable Goods. Buyer expressly waives the right that it might have to revoke acceptance after such applicable three day period.
  9. LIMITATION OF SELLER LIABILITY; NO SELLER WARRANTY; THIRD PARTY CLAIMS. BUYER ASSUMES ALL RISKS OF USE FOR ANY GOODS, INCLUDING THE USE OF SUCH GOODS ALONE OR IN CONJUNCTION WITH OTHER SUBSTANCES OR IN THE OPERATION OF ANY PROCESS, MACHINERY OR EQUIPMENT. SELLER MAKES NO WARRANTY THAT ANY OF THE GOODS ARE OR WILL BE MERCHANTABLE OR FIT FOR ANY PARTICULAR PURPOSE. NEITHER BUYER NOR ANY FUTURE USER OF THE GOODS ARE RELYING UPON ANY REPRESENTATION, WARRANTY OR OTHER ASSERTION BY SELLER WITH RESPECT TO THE NATURE OR QUALITY OF GOODS BEING SOLD PURSUANT HERETO, OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN IN WRITING.. No claim of any kind against Seller, for any reason, including but not limited to, whether as to (a) Goods delivered or for non-delivery of Goods , (b) the price paid for Goods, (c) the satisfaction of Buyer with respect to the Goods sold or services rendered, in each case, whether based upon contract negligence or otherwise with respect to or arising out of the claims, shall result in liability of Seller which is greater in amount than the net invoice price paid to and received by Seller for Goods in respect to which such claim is made. The provision by Seller for the resolution of any such claims shall constitute full settlement of any and all obligations of Seller to Buyer with respect to the claims for such Goods. If Buyer's timely inspections and notifications to Seller reveal any Goods furnished by Seller to be defective due to a manufacturer’s defect, Seller shall have the option of replacing such defective Goods or returning to Buyer the net invoice price previously paid by Buyer to Seller for such Goods, or such other action as Seller may reasonably determine to take as applicable. In no event shall Seller be responsible for: (a) the cost of any work done by Buyer on Goods furnished here-under (unless specifically authorized by Seller), (b) any of Buyer's costs or expenses in testing, inspecting or processing Goods, any Excluded Damages, as further set forth and limited by Section 10 hereof.
  10. EXCLUSION OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THIS CONTRACT, AND EXCEPT AS PROVIDED IN SECTION 11, NEITHER PARTY SHALL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, LOSS OF GOODWILL, LOSS OF REVENUE OR PROFITS, LOSS OF USE, OR SPECIAL DAMAGES, LOST DATA, FAILURE TO REALIZE EXPECTED SAVINGS, OR ANY OTHER COMMERCIAL OR ECONOMIC LOSSES OF ANY KIND, WHETHER BASED ON CONTRACT, TORT (INCLUDING THEORIES OF NEGLIGENCE, RECKLESSNESS, STRICT LIABILITY, OR DEFECTIVE PRODUCT LIABILITY), OR ANY OTHER LEGAL THEORY (“EXCLUDED DAMAGES”) UNDER ANY CLAIM OR LIABILITY OR AS A RESULT OF MANUFACTURERS’ WARRANTY OR SELLERS’ WARRANTY (IF ANY) OR REMEDIES WITHOUT REGARD TO WHETHER THE PARTY HAS BEEN NOTIFIED IN ADVANCE OF THE POSSIBILITY OF ANY SUCH CLAIM OR DAMAGE. UNLESS OTHERWISE SPECIFICALLY AGREED IN WRITING BETWEEN THE PARTIES, EXCLUDED DAMAGES ALSO INCLUDE COSTS OF REMOVAL AND RE-INSTALLATION OF PRODUCTS OR OTHER ITEMS, RE-PROCUREMENT COSTS (INCLUDING ADMINISTRATIVE AND PERSONNEL COSTS) OF REPLACEMENT OR SUBSTITUTE ITEMS FROM THIRD PARTIES.
  11. CANCELLATION. Subject to Section 13 below, Buyer may not cancel its order wholly or in part without Seller's prior consent, except as specified in paragraph 2 hereof. If Seller consents to such cancellation Buyer shall be liable for the full sales price of Goods shipped prior to cancellation. As to Goods shipped at the time of cancellation, Buyer shall pay (i) Seller reasonable profit plus Seller's cost of the Goods, which may not be returned to the supplier for full credit and (ii) all costs of packaging and shipment, plus handling charges of 25% of the purchase price of shipped Goods which may be returned to Shipper for full credit.
  12. RETURNS. All sales of Goods to Buyer are final and non-returnable once they have invoiced by Seller. Exceptions may be made at the Seller’s sole discretion with the following understanding: all returns require a Seller issued Return Merchandise Authorization (RMA), RMA is valid for 14 calendar days from date of issuance, shipping and handling fees are non-refundable, special order items are non-returnable, returns will be considered on items invoiced no more than 25 days prior to RMA issuance, restock fees will be assessed, restock fees may be up to the full value of the invoice price, Goods returned may be rejected or assessed additional fees if they are not in brand new, sealed, and unused condition.
  13. ASSIGNMENT. Pursuant to the terms thereof and in accordance with these Terms, no purchase order, or any other applicable contract between Buyer and Seller, nor any right or obligation there-under is assignable or transferable by Buyer in whole or in part without the prior written consent of Seller and any purported assignment shall be void.
  14. CONSTRUCTION. These Terms are subject to revision and updating in the sole discretion of the Seller and any update or revision hereof by Seller shall be effective upon delivery to Buyer. Buyer shall be deemed to have accepted such update or revision as applicable provided that Buyer has not rejected such update or revision by a writing to Seller within five (5) days of the receipt of such revision or update. Any amended Terms may be posted on the website of Seller and shall be deemed to be delivered to Buyer on the posting date thereof.
  15. APPLICABLE LAW. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of North Carolina in the United States of America, without regard to conflict of laws principals. The parties consent to the exclusive jurisdiction and venue of federal courts responsible for Orange County, North Carolina, or if jurisdiction and venue is not appropriate in such federal courts, in the state courts of Orange County, North Carolina, for any action, suit or proceeding arising out of or relating to this Agreement.

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