CONSENT

By (i) submitting an application online or (ii) registering for online or mobile services for your Account, you hereby agree to the following and this will constitute your consent for us to send you electronic communications about your Account. When you successfully consent through the online or mobile site, you have successfully demonstrated that you are able to access information we have posted on such online or mobile site.

1. Categories of Communications.
You consent to receive communications relating to your Account in electronic form. The communications covered by your consent may include, but are not limited to:

  • The initial disclosure statement or agreement governing your Account;
  • Any disclosure required by federal, state or local law, including disclosures under the federal Truth in Lending Act, the federal Fair Credit Reporting Act and the financial privacy provisions of the Gramm-Leach-Bliley Act;
  • Your billing statement, if you have signed up to receive electronic statements;
  • Letters, notices or alerts regarding your Account and any changes to your Account;
  • Other disclosures, notices or communications in connection with the application for, the opening of, maintenance of or collection of your Account; and

These electronic communications may include your name and some information about your Account, including your balance or the due date; however, we will not include your full account number or social security number. Electronic communications may be reviewed by any party with access to your Account, the e-mail account you have provided to us for delivering these communications, or the hardware or software you use to view your Account information or your e-mail account.

2. Manner of Consent.
You acknowledge that by giving your Consent through this website, you demonstrate that you can access information that we may provide to you by posting electronic Communications on a website.

3. How to Withdraw Consent.
You may not apply online for an Account and you may not register your Account for online services (including electronic statements or mobile alerts), unless you also provide your consent to receive electronic communications. If you have registered for online services (such as electronic statements or mobile alerts) and you wish to withdraw your consent to receive future electronic communications, you must un-enroll from each service you have elected to receive to completely withdraw your consent to receive electronic communications. We will not impose any fee to process the withdrawal of your consent to electronic communications. However, you will not be able to receive your billing statements electronically if you do not consent to receive electronic communications or withdraw your consent. Any withdrawal of your consent to electronic communications will be effective only after we have a reasonable period of time to process your withdrawal request.

4. Communications in Writing.
All Communications in either electronic or paper format from us to you will be considered “in writing”. You should print or download a copy of this Consent, the Agreement, the Privacy Policy, your application, and any other Communication that is important to you for your records.

5. Electronic Signatures.
You acknowledge that by clicking on the “I Agree”, the “Submit” or similar button on this website, you are indicating your intent to sign the relevant document or record and that this shall constitute your signature.

6. Federal Law.
You acknowledge and agree that your Consent is being provided in connection with a transaction that may be affecting interstate commerce that is subject to the federal Electronic Signatures in Global and National Commerce Act, and that you and we both intend that the Act apply to the fullest extent possible to validate our ability to conduct business with you by electronic means.

PRODUCE SERVICES OF LOS ANGELES ACCOUNT AGREEMENT

1. DEFINITIONS. In this Agreement, the words “you” and “your” refer to the person or entity that signs the Application or on whose behalf the Application is signed. “We”, “us” and “our” refer to Produce Services of Los Angeles and any Assignee to which this Agreement and/or the indebtedness hereunder is assigned. “Account” means the Business Account with us established by this Agreement and which shall be used for the purchase of merchandise and/or services from Produce Services of Los Angeles, and any of its affiliates and subsidiaries (referred to herein as “Seller”) for your business use.

2. PROMISE TO PAY. You may buy from the Seller merchandise (including any related services) described in the sales invoice(s) for the cash price(s) shown on such invoice(s). By signing this Agreement (if applicable), you have requested that we establish this Business Account for your business use and that we permit you to finance your purchase from the Seller on credit under the terms of this Agreement. Any other terms set out in your purchase order or in any other or different form will not apply, even though such purchase order or other or different form may be submitted to or accepted by us in connection with a purchase. If you elect to make purchases (including mail order, Internet, catalogue and phone order, if any) under this Account from time to time, you agree to pay for all purchases charged to your Account a time/price differential (herein referred to as “Finance Charge”) and all other charges mentioned below, according to the terms of this Agreement. You understand that we will be unable to determine whether any given purchase charged on your Account was in fact authorized by and for the benefit of the business in whose name the Account is established. You agree that your promise to pay, as contained in this section of this Agreement, will apply to all purchases made by any of you whether or not the purchase was in fact authorized by and for the benefit of that business. You agree that this Account shall be used only for the purchase of merchandise for commercial or business purposes, and not for personal, family, or household purposes. Any person signing the Application on behalf of a business attests that the Buyer is a valid business entity or a qualified religious, educational, or other non-profit entity, or a governmental agency or instrumentality; and that the Buyer has authorized (a) the execution of the Application, and (b) the person signing the Application to execute the Application on its behalf.

3. FINANCE CHARGE: When your Account has a balance subject to Finance Charge (as described in paragraph 4 below), we will assess a periodic Finance Charge calculated by applying a daily (monthly in PR) periodic rate (“periodic rate”) to that balance. The periodic rate is .05754% (1.75% in PR) (ANNUAL PERCENTAGE RATE 21.00%).

4. BALANCE SUBJECT TO FINANCE CHARGE: We will figure the balance subject to Finance Charge as follows: each day, we take the beginning balance of your Account, which includes any unpaid Finance Charges, and subtract any payments and other credits. We also add any new purchases and other debits for that day and any Late Payment Fees assessed that day. This gives us the Daily Balance. Any Daily Balance less than zero will be treated as zero. Then we multiply the Daily Balance by the applicable periodic rate and add that daily Finance Charge to the balance to determine that day’s closing balance, which will be the opening balance for the following day. At the end of the billing period, we add up the results of the daily Finance Charge calculations to get the total Finance Charge for the billing period.

However, there will be no balance subject to Finance Charge for a billing period if there is no Previous Balance on your Account for the billing period or the sum of your payments and credits on your Account during the billing period is at least equal to the Previous Balance.

5. WHEN FINANCE CHARGES BEGIN TO ACCRUE: If there is no Previous Balance for the billing period or the sum of your payments and credits for the billing period is at least equal to the Previous Balance, new Purchases and other charges that are not paid by the Payment Due Date shown on your Statement will begin to accrue a Finance Charge as of the first day after the Statement Date. Otherwise, new purchases and other charges will incur a Finance Charge from the later of the date of the transaction or the first day of the billing period in which they are posted to your Account.

6. MINIMUM MONTHLY PAYMENT: You agree to pay a Minimum Monthly Payment in an amount equal to the sum of:

  1. The greater of:
    1. $25

OR

    1. 1/24 of the New Balance shown on your Statement

OR

    1. The sum of the following amounts:
      1. 1% of your New Balance shown on your Statement; PLUS
      2. Any Late Payment Fees charged in the current billing period; PLUS
      3. All Finance Charges in the current billing period

PLUS

  1. Any past due amounts.

We round up to the next highest whole dollar in figuring your Minimum Monthly Payment. Your Minimum Monthly Payment will never be more than your New Balance. You may at any time pay your entire balance in full or more than the Minimum Monthly Payment. All Payments, except Disputed Payments, must be mailed or delivered to us at the address shown on your Statement (the “Payment Address”). Any payments received after 5:00 p.m. (PT) on any business day, or on any day other than a business day, will be credited on the next business day. We may also offer services in which you may pay your bill by telephone (“Pay by Phone”) or through the Internet. We may charge fees for these services. Our customer service representatives are instructed to tell you about any fees for Pay by Phone services and any fee for making an online payment will be disclosed to you online. Payments are due at the address, and by the Payment Due Date, in each case as shown on your Statement. Credit to your Account may be delayed up to five days if payment (a) is not received at the Payment Address, (b) is not made in U.S. dollars drawn on a U.S. financial institution located in the U.S., (c) is not accompanied by the remittance coupon attached to your statement, (d) contains more than one payment or remittance coupon, (e) is not received in the remittance envelope provided or (f) includes staples, paper clips, tape, a folded check, or correspondence of any type. You understand, however, that payments may not be made, and may not be deemed received by us, at any location other than the Payment Address or via our Pay by Phone or online payment services, if provided.

We reserve the right to select the method by which payments and credits are allocated to your Account in our sole discretion. The payment allocation method that we use may result in higher Finance Charges on your Account, depending on the types of transactions you make (such as promotional or non-promotional purchases), and the timing and amount of your payments. If you have questions about our allocation of your payments, or if your payments are not allocated to your promotional purchase in a manner you desire, please call customer service to see whether we can reallocate your payments based on another payment allocation option we offer.

All written communications concerning disputed amounts, including any check or other payment instrument that (a) indicates that the payment constitutes “payment in full” or is tendered as full satisfaction of a disputed amount, or (b) is tendered with other conditions or limitations, must be mailed or delivered to us at the address for billing inquiries shown on the Statement, not the Payment Address.

7. LATE PAYMENT FEE: We may impose a Late Payment Fee, based on your New Balance at the time your delinquent Minimum Payment was calculated, as indicated below, if we have not received your required Minimum Payment by 5:00 p.m. (PT) on the Payment Due Date shown on your Statement.

New Balance

Late Payment Fee

$0 – $499.99 $25
$500 or more $30

8. SECURITY INTEREST: To secure your obligation to us, we retain a security interest, under the Uniform Commercial Code in each item of merchandise you purchase until that item is paid in full. This security interest permits us, under certain circumstances provided for by law, to take back, or repossess the merchandise if you do not pay for it under the terms of this Agreement.

9. TERMINATION/CHANGE IN TERMS: You may at any time terminate this Agreement. We may, at any time and subject to applicable law: (a) terminate this Agreement; (b) terminate your right to make future purchases; (c) change your credit limit; or (d) change any term or condition of, or add new terms to, this Agreement relating to your Account. Unless prohibited by applicable law, we may apply any changed or new terms to any outstanding balance of your Account on the effective date of the change and to any future balances created after that date. When required by applicable law, we will mail a notice of any change(s) or addition(s) to you. Upon any termination of this Agreement you will continue to be obligated to pay all amounts owing under, and to otherwise perform the terms and conditions of, this Agreement. No change to any term of this Agreement will affect your obligation or the obligation of any Personal Guarantor of this Agreement to pay, in full, all amounts owing under this Agreement or otherwise perform the terms and conditions of the Agreement or any related guaranty.

10. DEFAULT: Subject to the limitations of applicable law, we may declare that you are in default under this Agreement if you: (a) fail to make at least the Minimum Payment when due; (b) violate any other term of this Agreement; (c) become the subject of bankruptcy or insolvency proceedings; or (d) exceed the credit limit on your Account. After your default, and subject to the limitations of applicable law, we have the right to: (i) reduce your credit limit; (ii) terminate your Account, in which case the terms of this Agreement will apply until full payment owing on your Account is received, including Finance Charges which we will continue to impose to the date of full payment; (iii) require immediate payment of your entire Account balance, all accrued but unpaid Finance Charges (if applicable), and all fees and other charges listed in this Agreement; and (iv) bring an action to collect all amounts owed. If, after your default, we refer your Account for collection to an attorney who is not our salaried employee, we may, to the extent permitted by applicable law, charge you or collect from you our collection costs, including court costs and reasonable attorney’s fees.

11. CREDIT REPORTS AND ACCOUNT INFORMATION: The credit of your business and the personal credit of any Personal Guarantor will be used in making credit decisions. You authorize us to investigate the credit worthiness of your business by obtaining credit reports and making other inquiries as we deem appropriate. Any individual signing the Application, including any Personal Guarantor, authorizes us to investigate his/her personal credit history by obtaining consumer credit reports and by making direct inquiries of businesses where his/her accounts are maintained. In the event that this Account is not paid as agreed, we may report the liability of your business and the Personal Guarantor, and the status of this Account, to credit bureaus and others who may lawfully receive such information.

12. CREDIT APPROVAL: This Account and all purchases made under it are not binding on us until your credit is approved. This Agreement will be considered approved when we give notice of approval to you.

13. GOVERNING LAW: THIS AGREEMENT AND YOUR ACCOUNT ARE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA (WITHOUT REGARD TO INTERNAL PRINCIPLES OF CONFLICTS OF LAW), AND APPLICABLE FEDERAL LAW. THE LEGALITY, ENFORCEABILITY AND INTERPRETATION OF THIS AGREEMENT AND THE AMOUNTS CONTRACTED FOR, CHARGED AND RECEIVED UNDER THIS AGREEMENT WILL BE GOVERNED BY SUCH LAWS.

14. ASSIGNMENT: We may sell, assign, or transfer all or any portion of your Account or any balances due under your Account without prior notice to you. You may not sell, assign, or transfer your Account or any of your obligations under this Agreement.

15. SEVERABILITY: If any provision of this Agreement is determined to be void or unenforceable under applicable law, rule, or regulation, all other provisions of this Agreement shall be valid and enforceable.

16. ENTIRE AGREEMENT: This Agreement, together with any application you signed or otherwise submitted in connection with the Account (which is hereby incorporated by reference in this Agreement), constitutes the entire agreement between you and us relating to your Account and supersedes any other prior or contemporaneous agreement between you and us relating to your Account. This Agreement may not be amended except in accordance with the provisions of this Agreement.

NOTICE TO BUYER: (1) DO NOT SIGN THIS BUSINESS ACCOUNT APPLICATION/AGREEMENT BEFORE YOU READ IT OR IF ANY SPACES INTENDED FOR THE AGREED TERMS ARE LEFT BLANK. (2) YOU ARE ENTITLED TO A COMPLETELY FILLED IN COPY OF THIS AGREEMENT. KEEP THIS AGREEMENT TO PROTECT YOUR LEGAL RIGHTS. (3) YOU MAY AT ANY TIME PAY THE TOTAL BALANCE OUTSTANDING UNDER THIS AGREEMENT. (4) ANY PERSON SIGNING THE APPLICATION/AGREEMENT ATTESTS THAT (1) THE BUYER IS A VALID BUSINESS ENTITY IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS ORGANIZATION, OR A QUALIFIED RELIGIOUS, EDUCATION, OR OTHER NON-PROFIT ENTITY, OR A GOVERNMENTAL AGENCY OR INSTRUMENTALITY; (2) PURCHASES MADE HEREUNDER WILL BE FOR OTHER THAN PERSONAL, FAMILY, OR HOUSEHOLD USE AND (3) THE BUYER HAS AUTHORIZED (A) THE EXECUTION OF THE CREDIT APPLICATION/AGREEMENT, AND (B) THE PERSON SIGNING THE CREDIT APPLICATION/AGREEMENT TO EXECUTE THE CREDIT APPLICATION/AGREEMENT ON ITS BEHALF.