Terms of Purchase
1. All sales are final upon Buyer's pick-up or receipt of the Equipment, at which point title and risk of loss transfer to Buyer, subject to payment in full under Clause 3. Where Buyer collects the Equipment, pick-up must be completed within fourteen (14) calendar days of the Release Date; storage charges apply thereafter. Equipment uncollected after sixty (60) days may be deemed abandoned and disposed of at Seller's discretion without refund. Seller has no liability for late delivery or non-delivery and may cancel any transaction if its performance is prevented or hindered by any cause.
2. Seller warrants title to the Equipment free of liens incurred by Seller. All Equipment is otherwise sold "AS IS, WHERE IS, WITH ALL FAULTS." BUYER EXPRESSLY WAIVES, AND THIS AGREEMENT EXCLUDES AND EXTINGUISHES, ALL CONDITIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR COUNTRY, CARGO-WORTHINESS, COMPLIANCE WITH SPECIFICATIONS, DESIGN, DESCRIPTION, QUALITY, DURABILITY, MATERIALS, WORKMANSHIP, OPERATION, OR CONDITION OF THE EQUIPMENT AT DELIVERY OR AT ANY OTHER TIME. Buyer shall inspect the Equipment at pick-up or receipt; acceptance is irrevocable. Discrepancies must be reported in writing within twenty-four (24) hours, failing which Buyer is deemed to have accepted the Equipment in full. Seller's liability shall not exceed the purchase price of the applicable unit(s).
3. Payment is due in the currency specified on the applicable invoice, or prior to release of the Equipment, whichever is earlier, by bank transfer net of all fees. Seller may withhold release until payment is confirmed. Buyer shall bear Seller's collection costs including attorneys' fees. No offset or withholding of payment is permitted without Seller's prior written consent.
4. Following title transfer, Buyer shall promptly remove all of Seller's identifying marks from the Equipment, including decals, serial numbers, consolidated data plates, and Seller's name from the Container ownership plate.
5. All customs duties, value-added taxes, sales taxes, use taxes, excise duties, penalties, and other governmental charges in connection with the Equipment or its importation are the sole obligation of Buyer. For Equipment in the United States, Buyer shall comply with all applicable U.S. Treasury directives and regulations.
6. As of the date of sale, the Equipment has not been cleared through Customs and remains subject to the temporary admission regime for internationally operating container equipment. This sale is conditioned upon Buyer's undertaking to deploy the Equipment exclusively in international freight transport. If Buyer introduces any unit into domestic commerce or local use, Buyer shall assume the role of importer of record and bear sole responsibility for all duties, taxes, and charges under Clause 5, including any import value-added tax, customs duty, or tariff assessed as a result of such importation. Buyer agrees to provide proof of international movement, exportation, customs entry, duty payment, resale, transfer, or final disposition upon Seller’s request.
7. Buyer shall defend, indemnify, and hold harmless Seller and its officers, employees, and agents from and against any and all claims, losses, penalties, duties, tariffs, fines, and costs (including reasonable attorneys' fees) arising out of or relating to: (a) Buyer's breach of any obligation under this Agreement, including without limitation Clause 6; (b) Buyer's use, operation, or disposal of the Equipment after title transfer; or (c) any failure by Buyer to assume the role of importer of record as required herein. Seller's indemnification obligation to Buyer is limited solely to Losses arising directly from Seller's breach of its warranty of title under Clause 2. The Indemnifying Party shall control the defense and settlement of any claim, provided no settlement imposing liability on the Indemnified Party shall be concluded without its prior written consent. Buyer agrees to provide proof of international movement, exportation, customs entry, duty payment, resale, transfer, or final disposition upon Seller’s request.
8. This Agreement and any dispute or claim arising out of or in connection with it, its subject matter, or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.