EXCLUSIVE HOUSTON VENUE AND GOVERNING LAW: The applicant company and all signing corporate officers explicitly agree that regardless of buyer's physical location, country of origin, localized trade block registration, or foreign place of operation, this contract and all future wholesale orders shall be governed by, interpreted under, and enforced entirely in accordance with the laws of the State of Texas and the United States of America. The parties unconditionally agree that absolute exclusive venue and jurisdiction for any and all legal actions, transaction controversies, contract disputes, or collection measures—both in-person and in-rem—shall reside solely in Houston, Harris County, Texas, USA. The applicant completely waives any right to assert alternate international rules, remote arbitration, or the defense of forum non-conveniens.
The undersigned(s), in both individual and corporate capacity, warrants that the corporate information provided is current, accurate, and valid. By signing this application, the signor(s) represents that he/she/they is/are an authorized principal, officer, or partner and explicitly agrees to be held personally liable to SJD GOLD & DIAMOND (SJD) for the unpaid invoices or corporate actions of the business entity. While this account operates strictly on a cash, wire transfer, or COD basis, any dishonored payment instrument, incomplete transaction, or unauthorized reverse-charge shall accrue interest at the rate of 1.5% per month or the maximum interest rate permitted by law both in prejudgment and post-judgment. The applicant company and signing officers further agree to pay all costs of debt collection, NSF bank fees, court costs, and actual attorney's fees whether a lawsuit is filed or not.
GLOBAL PROPERTY SECURITY AGREEMENT: This instrument stands as a protective commercial agreement under the Uniform Commercial Code and equivalent international trade lien structures. To guarantee absolute transaction safety within the USA as well as within the applicant's native country, the applicant hereby grants SJD a primary, continuing security interest in all SJD-sourced inventory, accounts receivable generated via SJD products, and any localized proceeds thereof anywhere in the world until full cleared funds are verified by SJD's banking institutions. The applicant grants SJD an irrevocable power of attorney to execute and file financing statements or sovereign corporate trade liens tracking this security asset within the applicant's country of origin. Wholesale merchandise may not be returned after ten (10) days without SJD's clear written authorization. The undersigned agrees to a re-stocking charge equal to 15% of the invoice purchase price on any merchandise returned after thirty (30) days from the date of initial purchase. All reference to gender is to be construed as neutral. The applicant agrees to notify SJD immediately of any modification to legal entity names, corporate forms, or ownership change.
