TERMS AND CONDITIONS
1. Lockerblox, LLC (USA) LLC. (“Seller”) and the undersigned buyer (“Buyer”) incorporate these Conditions of Sale into each and every agreement for sale of used containers (an "Agreement") between them from and after the Effective Date. If these Conditions of Sale conflict with a Sales Confirmation or Sales between the parties, the terms of this Sales Confirmation Document shall prevail.
2. Seller agrees to sell and Buyer agrees to buy all containers (the “Containers”), AS IS, WHERE IS, WITH ALL FAULTS. All units sold are "WWT" designation (wind & water tight) at a minimum. For containers with higher quality rating (e.g. CW, 1-trip, etc) this will be in writing on your purchase contract/invoice. Exact units cannot be guaranteed, with the exception that the purchaser may choose from a few options at the yard WITH DISCRETION BY THE DEPOT based on availability during pick-up. Otherwise all units are chosen at random with the minimum designations (WWT).
3. Seller warrants its ownership of the Containers and that they are free of any liens or encumbrances incurred by Seller. Seller otherwise makes no warranties of any kind with respect to the containers. BUYER WAIVES AND EACH AGREEMENT EXTINGUISHES AND EXCLUDES ALL CONDITIONS AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY WARRANTY EXPRESSED OR IMPLIED, OR IN RELATION TO THE FITNESS OF THE CONTAINERS, OR AS TO ANY OF THEIR MATERIALS OR WORKMANSHIP, OR FOR ANY PARTICULAR PURPOSE OR COUNTRY, OR IN RELATION TO MERCHANTABILITY OR TO VALUE, COMPLIANCE WITH SPECIFICATIONS, DESIGN, DESCRIPTION, QUALITY, DURABILITY, OPERATION OR CONDITION AT DELIVERY OR AT ANY OTHER TIME.
4. Each time Buyer enters into an Agreement, it warrants to Seller that it is solvent. The parties incorporate by reference this warranty into every Agreement and every Sales Confirmation, Sales Invoice and other document evidencing an Agreement.
5. Title to the Containers shall pass to Buyer upon Seller’s receipt of Buyer's payment in full. Upon transfer of title, Buyer shall immediately remove all of Seller's decals, serial numbers and consolidated data from each container and Seller's name from the container ownership plate.
6. Seller shall have no obligation to clear the Containers for customs purposes or otherwise to pay any customs charge, fee or duty on them in any jurisdiction (including, without limitation, the jurisdiction in which the Containers are located at the time of sale). Should Buyer, after sale, decide to import the Containers for local use into any jurisdiction, then Buyer shall be the importer of record and responsible for all charges, fees, duties, and taxes. Buyer is responsible for and shall pay any customs duty, value-added tax, sales or use tax, penalties, or other duty or tax to which the Containers may be subject upon sale or importation. For Containers in the United States, Buyer shall comply with applicable U.S. Treasury directives and regulations Buyer is responsible for and shall pay any value-added tax, sales or use tax, penalties, or other duty or tax to which the Containers may be subject to.
7. Buyer shall indemnify and hold Seller harmless from all liability, damage, cost or expense (including, without limitation, expenses in defending any claim or suit including attorney's fees, court costs and other expenses) arising out of: (i) any failure of Buyer to comply with its obligations under an Agreement; (ii) any claim arising after sale, whether private or governmental, for personal injury or death, and for loss of or damage to person, property, cargo or vessels arising out of or incident to the ownership, selection, possession, leasing, operation, control, use, storage, loading, unloading, moving, maintenance, or delivery of the containers; (iii) any activities or operations of Buyer, or any act or omission of Buyer; or (iv) any actual or threatened release or contamination occurring after sale by any hazardous substance, waste, or residue. Buyer will not settle any action involving Seller without Seller’s written consent.
8. Buyer shall pay for the Containers on the Payment Terms set forth in this Sales Confirmation and Sales Invoice. If there is a conflict between the Payment Terms in a Sales Confirmation and a Sales Invoice relating to the same transaction, the terms of the Sales Invoice shall prevail. Should Buyer fail to pay when due, then Buyer shall be in material breach of this and any other agreement with Seller. Seller may, at that point, without notice and without releasing Buyer of its obligations under any Sales Confirmation, Sales Invoice or any other agreement with Seller, (i) terminate any and all agreements with Buyer, (ii) declare all unpaid invoices immediately due and payable, without discount, (iii) retake possession of the Containers free of any claims of Buyer and (iv) charge, as an additional fee, a service charge at the rate of eighteen percent (18%) per annum on the unpaid balance.
9. The laws in effect in Arkansas, Buyer consents to jurisdiction and venue in the state and federal courts in Arkansas for any action relating to enforcement of its agreement to arbitrate, to any arbitration award or to any other matter arising from or relating to an Agreement. Buyer shall pay Seller's costs and attorneys' fees in any arbitration or action arising from or relating to an Agreement. Seller may serve upon Buyer any document in any arbitration or action by any form of mail requiring a return receipt at the address shown for Buyer on the Sales Confirmation or Sales Invoice.
10. An Agreement shall bind the parties, their successors and assigns. The provisions of each Agreement are separable. If a court or arbitrator finds any provision legally prohibited or invalid, the provision shall be ineffective to the extent of that prohibition or invalidity without affecting the remaining provisions.
11. No course of prior dealings between the Buyer and Seller, no acceptance of or acquiescence to a course of performance and no usage of the trade shall be relevant to supplement or explain any term used in an Agreement. The parties may amend, modify or change an Agreement only by a writing executed by the party to be charged. If Buyer takes possession of or retains any of the Containers subject to an Agreement after receipt of these Conditions, then the Agreement shall be effective and binding subject to these Conditions, whether or not Buyer has signed them.
12. Containers pricing is subject to change at any time, and pricing is valid for a maximum of 24 hours, until signed contract or invoice is returned, unless otherwise specified in writing.