STANDARD TERMS & CONDITIONS
All containers (hereinafter “Equipment”) are being sold and transferred by Seller to Purchaser in accordance with the terms hereof. Seller hereby acknowledges that it owns the Equipment or is acting as agent on behalf of third-party owners. Upon full payment of this invoice, Seller warrants that Purchaser shall have good title to the Equipment with respect to any and all parties claiming by, through or under Seller. No title or other interest in or to the Equipment shall transfer unless and until full payment therefore is received by Seller. SAVE AS AFORESAID, SELLER MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO THE EQUIPMENT.
ALL EQUIPMENT SOLD HEREUNDER IS USED EQUIPMENT AND IS SOLD AS IS AND WITH ALL FAULTS. SELLER, NOT BEING THE MANUFACTURER OR AGENT OF THE MANUFACTURER OF ANY OF THE EQUIPMENT SOLD HEREUNDER, MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED AS TO THE FITNESS OF THIS EQUIPMENT FOR ANY PARTICULAR PURPOSE, OR AS TO THE QUALITY, DESIGN, CONDITION, CAPACITY, SUITABILITY, MERCHANTABILITY OR PERFORMANCE OF ANY OF THE EQUIPMENT OR OF THE MATERIAL OR WORKMANSHIP THEREOF. All risks aforesaid, as between Seller and Purchaser or as between Seller and any third-party following the sale of the Equipment to the Purchaser will be borne by Purchaser at its sole risk and expense and Purchaser accordingly waives and agrees not to assert any claim whatsoever against Seller based thereon. Purchaser additionally agrees, regardless of cause, not to assert any claim whatsoever against Seller for loss of anticipatory profits or consequential damages with respect to any of the Equipment sold hereunder. Furthermore, Purchaser agrees at its sole cost and expense to defend, indemnify and hold Seller harmless from and against any and all claims for personal injury, death and/or property damage raised by any employee, agent and/or representative of Purchaser and/or by any third party following the earlier to occur of delivery or possession or transfer of title to the Equipment to Purchaser, whether such claims arise from or are related to the Equipment and/or the transfer of title thereto to Purchaser, as well as from and against any and all costs, expenses and damages incurred by Seller with respect thereto. TO THE EXTENT PERMITTED BY APPLICABLE LAW, PURCHASER HEREBY WAIVES THE BENEFIT OF ALL PROTECTIONS AND REMEDIES AGAINST SELLER PROVIDED TO PURCHASER AT LAW OR IN EQUITY WITH RESPECT TO ANY DEFECTS OR DAMAGES ARISING OUT OF OR RELATING TO THE DESIGN, MANUFACTURE, QUALITY OR CONDITION OF ANY OF THE EQUIPMENT SOLD HEREUNDER.
No oral agreement, guaranty, promise, condition, representation or warranty made to Purchaser by Seller its employees and/or agents with respect to the Equipment shall be binding upon Seller; all prior conversations, agreements or representations related thereto and/or to the Equipment are integrated herein, and no modification hereof shall be binding upon Seller unless in writing and signed by an authorized representative of Seller.
Purchaser agrees to assume exclusive liability for and to pay, indemnify and hold Seller harmless from all sales or use taxes, transfer, title and registration fees, Value Added Taxes (VAT), Goods and Services Taxes (GST), Consumption Taxes, domestication, personal property taxes or other taxes (excluding Seller’s income taxes), tolls, levies, imposts, customs duties or governmental charges imposed by any jurisdiction, country or any subdivision or authority in connection with the sale, transfer, use, delivery, importation, domestication, and/or re-exportation of the Equipment and all interest, penalties or similar liabilities related thereto (collectively, “Taxes”).
All prices, fees and other charges payable hereunder, shall not include any Taxes and any Taxes shall be paid by Purchaser in addition thereto.
Where applicable in any jurisdiction, Seller and Purchaser agree that any GST or VAT due on the sale and transfer of the Equipment is to be self-assessed and remitted by the Purchaser under the reverse charge mechanism. In such case Purchaser shall communicate to Seller its GST or VAT identification number.
Equipment may be subject to customs control under temporary admission arrangements. Purchaser shall assume and comply with all applicable legal, tax and customs requirements in connection with the sale, transfer, use, importation, domestication and/or re-exportation of the Equipment, including filing any customs documentation and informing any taxing authority on the movements of the Equipment. Purchaser shall provide Seller upon request with documentation evidencing compliance with those legal, tax and customs requirements and payment of any Taxes. Purchaser shall promptly pay or reimburse Seller for all costs and damages related to any liability incurred by Seller a result of Purchaser’s non-compliance or delay with its responsibilities herein.
Unless otherwise indicated herein, all payments due to Seller shall be payable in United States Dollars and shall be paid to Seller immediately upon receipt of this invoice, at the address for Seller shown herein. In the event this invoice is not paid when due, Seller may, without prejudice to any other remedy it may have, charge, as additional rental, a service charge at the rate of the lesser of eighteen (18) percent per annum or the maximum amount permitted by applicable law, until the balance is paid in full. Further, should full payment not be made, Purchaser shall be fully liable for reasonable damages as provided by law, and for all costs and expenses incurred by Seller on account of such nonpayment including all costs of recovering equipment, legal costs and reasonable attorney’s fees. After Seller receives payment in full, Purchaser must remove all markings and lettering on the Equipment pertaining to Seller and its ownership of the Equipment or, if sold on behalf of a third-party owner, pertaining to such third-party owner and its ownership of the Equipment. Such removal must include any owner identification, including prefixes, unit numbers, and consolidated data plates showing prefixes, unit numbers, CSC information, or ACEP information. Seller reserves a purchase money security interest in the Equipment sold herein, as well as the right to file any documentation to perfect such interest in any jurisdiction. Buyer agrees to comply with any reasonable request of Seller to perfect such interest. This contract, and all the rights and obligations of the parties hereto, shall be governed by, construed in accordance with, the laws of the State of California.
Purchaser’s acceptance of any Equipment sold hereunder or payment for such Equipment shall constitute acceptance of the foregoing terms and conditions.
This Agreement shall be construed and interpreted according to the laws of the State of Illinois, excluding its conflict of laws rules. The United Nations Convention on the International Sale of Goods shall not apply to this Agreement. Any claim or controversy arising out of or relating to this sale, may be litigated in DuPage County in the state Illinois or the federal court located in the Northern District of Illinois, Eastern Division, in the state of Illinois. Seller and Purchaser hereby consent to be subject to the jurisdiction of such courts and to waive any objection to the venue of such arbitration or courts and not to assert any defense of forum non conveniens. Seller and Purchaser agree that service of process upon the other in any action or arbitration may be made by mailing a copy (by registered or certified mail or commercial courier with receipt required) postage prepaid, addressed to the respondent Party at the address shown on the invoice. Service shall be complete fourteen (14) days after such process has been sent to the respondent Party.
Purchaser agrees to pay Seller’s costs and attorneys’ fees in any action or arbitration brought to enforce any of the provisions of this Agreement. Nothing herein shall affect the right of either Party to serve legal process in any other manner permitted by law or affect the right of either Party to bring any action or proceeding against the other Party or its property in any other court of competent jurisdiction.