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Applicant agrees to the terms and conditions set forth in this application and that these terms and conditions will apply to all invoices issued by Elite Cellular Inc. to the applicant.

Applicant agrees that all information provided in this application is true and accurate and any false representation will allow Elite Cellular Inc. to immediately terminate the applicant’s account and take all necessary steps to recover any outstanding balance.

Applicant agrees to adhere to payment terms stated in each invoice. The entire outstanding balance due on all invoices shall become due and payable to Elite Cellular Inc. in full immediately upon the default of Applicant in payment of any invoice to the highest rate permitted by law, on any amount past due, in accordance with the terms of each invoice until the balance is paid in full. Applicant shall pay to Elite Cellular Inc. all costs and expenses, including without limitation, reasonable attorney’s fees, and the fees of any collection agency, incurred by Elite Cellular Inc. in exercising any of its rights or enforcing any of the terms, conditions or provisions hereunder. All returned checks shall be subject to an additional charge of $35.

Applicant agrees that it will not make any changes to the invoice provided by Elite Cellular Inc. and will not use the names Elite Cellular Inc. to complete any document on Elite Cellular Inc.’s behalf.

Elite Cellular Inc. is authorized to return the wire to the originator if the wire is not coming from the bank reference information on file and/or if the wire is coming from third party and the Applicant will be responsible for any and all incurred charges.

Applicant agrees to notify Elite Cellular Inc. in writing, within 48 hours of receipt of shipment of the following: (a) any missing items charged on the invoice (b) damage to any item charged on the invoice (c) any discrepancies related to the items in the invoice, including but not limited to, price & quantity. If written notification is not received by Elite Cellular Inc. within 48 hours, the Applicant shall be deemed to have accepted the merchandise and the Applicant will be responsible for the entire amount charged on the invoices relating to such shipment(s).

Applicant authorizes Elite Cellular Inc. to periodically review the credit history from bank, trade and other references provided by the applicant to Elite Cellular Inc., when and if deemed necessary by Elite Cellular Inc. This includes, but does not limit, securing information about the applicant from business and credit reporting agencies.

Applicant gives Elite Cellular Inc. the right to offset any accounts payable or other amount due to the Applicant against any outstanding amounts owed by Applicant to Elite Cellular Inc.
All parties agree that the facsimile/PDF copies of the signatures of the parties herein shall be deemed originals.

Applicant certifies that it is legal entity, authorized to conduct business and that any illegal activity on the applicant’s part shall solely be the applicant’s responsibility and shall not hold Elite Cellular Inc. liable in any way. The Applicant shall notify Elite Cellular Inc., in writing, within 3 business days of any change of ownership of if the applicant can no longer legally conduct business with Elite Cellular Inc.

Applicant and its principal(s) affirm that they are in compliance with anti-money laundering obligations imposed by the federal government, including applicable provisions of the Money Laundering Control Act, the Bank Secrecy Act, the USA PATRIOT Act, the rules, and regulations overseen by the United States Treasury Department’s Office of Foreign Assets Control and Financial Crimes Enforcement Network, and other legal requirements.

This agreement shall be binding, except when prohibited by law, upon all parties involved, hereto and their respective successors and assigns.

Applicant, its principals, freight forwarder(s) and shippers are NOT authorized to ship products and/or file Shipper’s Export Declarations (SEDs) on Elite Cellular Inc.’s behalf.

This Agreement is the entire agreement between the parties and all prior and contemporaneous agreements are merged herein. All amendments hereto and waivers of any rights granted hereunder shall be in writing and signed by the parties.

All of Applicant’s purchases from Elite Cellular Inc. shall be subject to this Agreement and to the terms of Elite Cellular Inc.’s invoices, sales confirmations, statements, and its other account documents, and subject to the terms of no other form or document. If there is any conflict between the terms of this Agreement, on the one hand, and the terms of Elite Cellular Inc.’s invoices, sales confirmations, statements, or its other account documents, on the other hand, then the terms of this Agreement shall control.

If an arbitrator or court with jurisdiction determines that any term of this Agreement is unenforceable, the other terms shall remain in full force and effect. This Agreement shall be construed according to its fair meaning and not for or against any party.

The Agreement shall be governed by and construed in accordance with the laws of the State of Texas. The parties agree that the sole and exclusive venue for any matters arising hereunder shall be the court of competent jurisdiction in Dallas County, Texas and agree to waive any objections to such venue.

COMPLIANCE

Subject: Notice of Compliance with U.S. Export Control Laws and Regulations

It is the strict policy of Elite Cellular Inc. to comply with all U.S. export control laws and regulations in connection with the sale and export/shipment of Elite Cellular Inc. products to our customers. US export control laws and regulations embargo and otherwise prohibit or restrict trade with the following countries: Cuba, Iran, Iraq, Libya, North Korea, Sudan, and Syria, as well as proscribed or controlled destinations, end-users or persons /entities, identified on any of the following lists/databases:

U.S. Dept. of Commerce Entity List:
http://www.bis.doc.gov/entities/default.htm

OFAC Sanctions List:
http://www.treas.gov/offices/enforcement/ofac/programs

U.S. Dept. of Commerce Denied Persons List:
http://www.bis.doc.gov/dpl/default.shtm

No Elite Cellular Inc. products may be sold, exported, re-exported, shipped, trans-shipped, drop-shipped, distributed, transferred or released, either directly or indirectly, to any of these countries, destinations, end-users, persons or entities, including but not limited to, nationals of these countries, or to companies organized or located in these countries in violation of US export control laws and without first obtaining an express determination from Elite Cellular Inc. (and to the extent necessary the US Dept. of Commerce and US Dept. of State) that any such transaction(s) are permitted by U.S. law.

Please sign the required Destination Control Statement set forth below certifying your agreement that all transactions with Elite Cellular Inc. comply with US Export Control laws and regulations, and fax or email the executed copy to our Credit Department. If you have any questions, please contact your Elite Cellular Inc. Account Manager.

DESTINATION CONTROL STATEMENT

All products sold by Elite Cellular Inc. to Customer (whether goods, commodities, technology, or software) shall be exported from the United States in accordance with US Dept. of Commerce (BIS) and U.S. Dept. of State (OFAC) Export Administration Regulations. Diversion contrary to U.S. law is prohibited.

Customer therefore certifies that it has and shall at all times comply with all US export control laws and regulations, including but not limited to, the aforesaid Dept. of Commerce and State Dept. Lists, and that it shall not at any time, directly or indirectly, divert any such products in violation thereof.

Customer further certifies that it has provided Company with true and complete information regarding its ownership, the purchase (and purchaser) of said products, and represents and warrants that the purchase/sale is not prohibited by any US export control laws or regulations applicable to the transaction (including trans-shipment, end-use or distribution to any end-user).