Reefer Container Pros Terms & Conditions
Please note that all refrigerated container sales and rentals are managed and fulfilled by ITS ConGlobal. All orders are subject to their Terms & Conditions below.
ITS ConGlobal Standard Terms and 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 ALLFAULTS. 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.
ITS ConGlobal MASTER TERMS – LEASE AGREEMENT
- RENTAL PERIOD: The rental period shall commence on the date of shipment of the Equipment covered by this Agreement from the point of shipment and shall continue until the Equipment is returned to CONGLOBAL INDUSTRIES, LLC (hereinafter “CGI”) receiving point or such other location as CGI may designate in writing, unless specified otherwise in Attachment A.
- PAYMENT: RENTER agrees to pay CGI the rental rates set forth in the order attached hereto. Payment for the initial rental period is payable before the delivery of the Equipment to the RENTER or its agent or CGI. If any payment is not tendered when due, RENTER agrees to pay a late charge from the date such payment becomes due of one and one-half percent (1.5%) per month, or the highest legally permitted rate, whichever is less, on any balance past due, together with all costs (including, but not limited to, attorneys’ fees) incurred by CGI to collect overdue amounts. Subsequent payments will be paid in one month increments by company check and to be paid not more than 30 days after the date of the invoice.
- LOADING AND TRANSPORTATION: The RENTER shall be responsible for cost of the transporting the Equipment to the RENTER’s receiving point and shall unload the Equipment upon its return to CGI’s receiving point, and shall pay all demurrage charges incurred at the shipping or receiving points. The RENTER shall pay all shipping expenses from the original point of shipment to RENTER’s receiving point and all return shipping expenses to CGI’s receiving point as CGI shall designate in writing.
- USE AND MAINTENANCE: RENTER shall not use, operate, maintain or store the Equipment improperly, carelessly, or in violation of any applicable law or regulation or for any purpose other than in the conduct of RENTER’s business. RENTER shall not sublease the Equipment, permit the use of the Equipment by anyone other than RENTER or change the use or location of the Equipment specified in the Agreement, without the prior written consent of CGI. RENTER, at its own expense, shall maintain the Equipment in good operating order, repair and condition and shall perform maintenance at least as frequently as stated in the applicable operator’s guide, service manual or maintenance guide. RENTER shall not alter the Equipment or affix any accessory to it if doing so would impair its originally intended function or use or reduce its value. Any alteration or addition to the Equipment shall be the sole responsibility of and at the sole risk of the RENTER.
Notwithstanding any provisions contained herein to the contrary: If the Equipment requires maintenance or repair while in RENTER’s possession and (i) RENTER elects to returns the Equipment to CGI, CGI may provide for the replacement of the Equipment, if available, and RENTER shall be responsible for all applicable transportation costs incurred by CGI in providing such replaced Equipment; or (ii) RENTER request that CGI perform the required maintenance, RENTER shall be charged travel time, mileage, labor and parts associated with the such maintenance provided by CGI.
- INSPECTION: Before the Equipment is loaded for shipment to RENTER’s receiving point, the RENTER may have a qualified inspector perform an inspection of the Equipment. If the RENTER does not inspect the Equipment before it is loaded for transit, the RENTER is conclusively deemed to have accepted that the Equipment is in good running order without broken or worn out parts and in a clean and unmarred condition. CGI shall have the right at any time to enter the premises occupied by the Equipment and shall be given free access thereto and afforded necessary facilities for the purpose of inspection.
- DAMAGE TO EQUIPMENT: RENTER shall be liable to CGI for all loss or damage to the Equipment in its possession.
- INDEMNIFICATION: RENTER shall defend, indemnify and hold harmless CGI against any and all loss, expense, liability or penalty which may arise out of any act or omission of RENTER, its employees, agents, assigns, subcontractors or any third party not employed by or under the control of CGI, arising out of the operation, handling, maintenance or transportation of the Equipment.
- INSURANCE: RENTER shall, at its own expense, (I) maintain public liability and property insurance to protect the RENTER and CGI against damage to property or persons from the operation, handling or transportation of the said Equipment during the rental period, (ii) insure the Equipment for the loss by fire, theft, damage or other risk of loss customarily insured against on equipment such as the Equipment, (iii) maintain marine insurance on marine equipment and (iv) maintain such other insurance as may be requested by CGI. All such insurance shall be maintained in amounts satisfactory to CGI. Further, all such policies of insurance as referenced above in Section 8 shall name CGI as an additional insured. RENTER shall provide CGI with proof of any such insurance, including but not limited to a certificate of insurance.
- TERMINATION OF THIS AGREEMENT: Should the RENTER (i) fail to make payment in accordance with the terms of this Agreement and such failure shall continue for a period of five (5) days; (ii) become bankrupt, become insolvent or make an assignment for the benefit of its creditors; (iii) fail to maintain and/or operate or to return the Equipment as provided by this agreement; (iv) fail to maintain the insurance required herein; or (v) violate any material provision hereof, CGI may, after three (3) days notice in writing of such event terminate this Agreement, take possession of the Equipment wherever it may be found without becoming liable for damages or for trespass, and, in addition to any other remedies CGI may recover all rental due together with any damage for injury to the Equipment and all expenses incurred in returning and repossessing the equipment.
- WARRANTY: CGI makes no warranties, expressed or implied, including, without limitation, the implied warranties of merchantability and fitness for a particular purpose. The remedies of the RENTER shall be limited to those provided herein to the exclusion of any and all other remedies including, without limitation, incidental or consequential damages. No agreement varying or extending the foregoing warranties, remedies, or this limitation will be binding upon CGI unless in writing, signed by a duly authorized officer of CGI. RENTER acknowledges and agrees that the Equipment rented hereunder is of a size, design and make selected by RENTER and is suitable for RENTER’s purposes. RENTER expressly disclaims any reliance upon any statement or representations made by CGI.
- TAXES AND FEES: RENTER shall pay all personal property taxes, licenses fees, and registration fees which may now or hereafter be imposed upon the possession, lease or use of the Equipment. RENTER shall promptly notify CGI of the receipt of any tax notices, tax reports or inquiries or notices from taxing or other authorities concerning taxes, fees or assessments.
- OWNERSHIP AND ENCUMBRANCES: Title to and ownership of the Equipment is, and shall at all times remain with CGI, and RENTER shall have no right, title or interest therein, or thereto except the right of possession and use of the Equipment pursuant to the terms of the Agreement. RENTER shall not remove or defect any plate or marking on the Equipment identifying CGI as the owner of the Equipment or the manufacturer’s serial number. The equipment is, and shall at all times remain personal property notwithstanding its use or manner of attachment to any other personal or real property. RENTER shall keep the Equipment free and clear of any and all levies, liens, security interests and encumbrances of any kind, and shall give CGI prompt notice of any attachment or judicial process affecting the Equipment.
- LIABILITY LIMITATION: Under no circumstances shall CGI be held liable for any special, indirect, incidental, or consequential damages. The contract price shall be the limit on CGI’s liability, whether founded in contract, statute, or tort (including negligence), arising out of, or resulting from (i) this Agreement or the performance or breach thereof, (ii) the design, manufacture, delivery, sale, repair, replacement, or the use of any Equipment or (iii) the furnishing of any service.
- SEVERABILITY: If any provision or provisions of this Agreement shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby; and all other provisions will be interpreted and deemed modified so as to be enforceable to the extent allowed by law.
- GOVERNING LAW AND CIVIL ACTIONS: This Agreement shall be governed by the laws of the State of Illinois. Both parties agree that any civil action or lawsuit arising from the performance or non-performance of this Agreement, whether based upon contract, negligence, strict liability or otherwise, shall be commenced within two (2) years from the date such claim or cause of action arose.
- AMENDMENTS: No change, modification, amendment or waiver of any of the terms or conditions of this agreement shall be binding upon the parties unless made in writing and duly executed by both parties hereto.
- ENTIRE AGREEMENT: This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all previous or contemporaneous statements, purchase orders, agreements, and representations (except those written representations expressly incorporated in this Agreement). There are no other agreements, understandings, terms or conditions and neither party has relied upon any representation or warranty, express or implied, not contained in this Agreement.
- ACCEPTANCE: If for any reason RENTER shall fail to return to CGI signed copies of this Agreement, any conduct by RENTER which recognizes the existence of a contract pertaining to the subject matter hereof shall constitute unqualified acceptance by RENTER of the terms and conditions of this Agreement. The terms of this Agreement shall constitute the complete and exclusive statement of the Agreement between the parties hereto and may be modified only by written instrument executed by the authorized representative of both parties. Any terms proposed by the RENTER, including but not limited to the terms of the RENTER’s purchase orders, which add to, vary from, or conflict with the terms herein are hereby objected to. This Agreement, whether used as an offer, an acceptance of an offer, or a confirmation of a contract, is conditioned on and limited to its terms. By acceptance of the equipment or services described on the face of this Agreement or by acknowledging receipt of this Agreement, RENTER assents to all its terms and conditions. Any reference by CGI to RENTER’s purchase order is solely for the purpose of incorporating the description and specifications of the equipment and services contained therein to the extent that such description and specifications do not conflict with the description and specifications on the face of this Agreement.