Purchasing Containers - Terms & Conditions

1. Delivery/Pickup/Identification Plates/Payment

All equipment is sold "AS IS" and "WHERE IS." Title to the equipment transfers to the purchaser upon Purchaser’s pickup of the Equipment or upon placement at the delivery location, unless otherwise agreed in writing. If the seller's performance is hindered by any cause, the seller may cancel the order without liability. Equipment must be picked up/delivered within fifteen (15) days of the sale release and availability confirmation. Otherwise, the seller may cancel the sale or charge the purchaser daily storage fees. The purchaser must promptly remove all ownership markings and identification plates and shall indemnify Seller from any failure to do so. Payment terms are outlined on the invoice and are due within thirty (30) days from the invoice date. Late payments are subject to a service charge of 2% per month or the highest legal rate, whichever is lower. Seller may delay release or delivery until funds fully clear.

2. Disclaimer of Warranties/Consequential Damages

Purchaser acknowledges that all Container(s) are sold “AS IS” and “WHERE IS,” without any warranties, express or implied, including but not limited to warranties of design, condition, operation, merchantability, or fitness for a particular purpose. Seller expressly disclaims any representation regarding the functionality of machinery or the type of refrigerant in refrigerated Container(s). Seller shall not be liable for any direct, indirect, incidental, special, or consequential damages, including but not limited to lost profits, arising from the purchase, ownership, or use of the Container(s), whether based on contract, tort, or any other legal theory. Any inspections or surveys of the Container(s) requested by Purchaser must be conducted by an independent third party at Purchaser’s expense, and Seller does not guarantee the accuracy or reliability of such reports. Purchaser assumes all risks related to the condition and performance of the Container(s) upon acceptance.

3. Payment Methods; Payment Processing Fees

Seller accepts most payment methods for the purchase of Container(s), including credit cards, checking cards, ACH transactions, wire transfers, Venmo, PayPal, Zelle, e-checks, checks, and cash. No fees shall apply to payments for optional recurring maintenance, rental or service plans, if any, post-sale. For the initial purchase payment, encompassing the Container(s) cost and any delivery charges, Seller shall charge the following fees based on Purchaser’s payment method: (a) three and one-half percent (3.5%) of the transaction amount for credit card or checking card payments; (b) one percent (1%) for ACH transactions; (c) a flat fee of Twenty Dollars ($20.00) for wire transfers; (d) for Venmo, the applicable processing fee as specified in the current Venmo fee schedule published on its official website (www.venmo.com); (e) for PayPal, the applicable processing fee as specified in the current PayPal fee schedule published on its official website (www.paypal.com); and (f) no fees for Zelle, e-check, check, or cash. Seller may delay delivery of the Container(s) until the full payment, including fees, is cleared by the financial institution. Seller may deduct non-refundable processing costs from any refund.

4. Cancellation / Refunds

Purchaser may cancel by written notice at least five (5) business days prior to the scheduled delivery or pickup date and receive a refund of all amounts paid less payment processing fees. All other cancellations are subject to a 10% cancellation charge, and any applicable storage, handling, or transportation costs. No refunds shall be issued after the Equipment has been released for pickup or dispatched for delivery.

5. Rent-to-Own / Financed Sales

For any sale involving installment payments, financing, or rent-to-own Seller retains title until all sums are paid in full, Purchaser grants Seller a security interest in the Equipment, Seller may file a UCC-1 financing statement. Upon default Seller may repossess without prior notice (where legally permitted), declare all remaining payments immediately due, charge repossession, transport, and refurbishment costs.

5.1. Right to Lien

To secure payment of all amounts owed, Purchaser grants Seller a continuing lien and security interest in the Equipment, and any other property of Purchaser in Seller’s possession or control. Seller may enforce such lien in accordance with Oregon law.

6. Taxes; Customs; Compliance with Laws

The purchaser assumes all responsibility for and agrees to pay all taxes, fees, and government charges related to the purchase, use, and transportation of the equipment. This includes sales or use taxes, VAT, GST, tariffs, customs duties, tolls, and any other applicable charges. The equipment has been used for international transportation and may be under temporary admission permission. The purchaser must comply with all relevant laws and regulations and provide proof of export if required. Purchaser shall prepare and file all required tax and customs documentation indemnify and hold Seller harmless from all such obligations. Failure to comply may result in the seizure of the equipment by customs. Where applicable, Purchaser shall comply with VAT reverse-charge rules.

7. Indemnification

The purchaser agrees to defend, indemnify, and hold harmless the seller and its affiliates, agents, and employees from any claims, damages, or losses arising from the purchase, use, or operation of the equipment. This includes, but is not limited to, claims for personal injury, property damage, or violation of laws. The purchaser's indemnity obligations extend to the fullest extent permitted by law and survive the termination of this agreement.

8. FORCE MAJEURE

Seller shall not be deemed in breach where performance is prevented by events beyond its reasonable control.

9. Remedies/Waiver

The seller's remedies are cumulative and in addition to any other remedies provided by law. The seller's failure to enforce any term or condition or to waive any breach does not constitute a waiver of any other term or subsequent breach.

10. Transportation of Loaded Containers

Upon Purchaser’s request, Seller may arrange for the transportation of loaded Container(s) containing general freight from the Purchaser’s designated loading site to a specified destination, subject to the following terms. “General freight” refers to non-hazardous cargo suitable for transport in a standard shipping container, such as dry goods, or commercial inventory, excluding perishable, hazardous, or oversized items unless otherwise agreed in writing. Purchaser shall be solely responsible for:

(a) Loading and Securing Cargo: Properly loading, securing, and distributing the freight within the Container(s) to ensure safe transport, in compliance with all applicable federal, state, and local regulations, including Department of Transportation (DOT) requirements. Purchaser shall ensure the freight does not exceed the Container(s)’ Maximum Gross Weight (MGW) or payload capacity, as indicated on the Container’s CSC Plate. Seller shall not be liable for damage to freight, Container(s), or third parties caused by improper loading, overloading, or unsecured cargo.

(b) Site Preparation and Access: Providing a suitable, level, and accessible location for loading and unloading, with a minimum of 60 feet of straight-line clearance, 12 feet of width, and 16 feet of height for delivery trucks, free of obstructions (e.g., trees, utility lines). Purchaser shall obtain any necessary permits for transportation or placement of the Container(s) at the loading or delivery site.

(c) Freight Documentation: Providing accurate and complete documentation, including a Bill of Lading or Waybill, specifying the type, quantity, and weight of freight, and any special handling instructions. Purchaser shall comply with all customs, export, or import requirements if the Container(s) is transported internationally, and Seller may require coordination with a licensed Freight Forwarder for such shipments.

(d) Transportation Costs: Paying all transportation charges, including but not limited to drayage, chassis fees, demurrage, detention, or port storage fees, as applicable. Seller shall provide a cost estimate prior to transport, but Purchaser acknowledges that additional charges may apply due to unforeseen delays, route changes, or regulatory requirements (e.g., Change of Destination or Port Storage fees). Transportation fees are non-refundable once the Container(s) is dispatched for loading.

(e) Insurance and Liability: Obtaining and maintaining adequate insurance for the freight during transport, as Seller’s liability for loss, damage, or delay to the freight is limited to $500 per Container, unless Purchaser declares a higher value in writing and pays any additional insurance premiums prior to transport. Seller shall not be liable for consequential, indirect, or incidental damages, including lost profits, arising from transportation delays or freight damage, except as required by law.

Seller reserves the right to refuse transportation if the freight is deemed unsafe, hazardous, or non-compliant with regulations, or if the loading site is inaccessible. Transportation services may be provided by Seller’s designated carriers or third-party trucking companies, and Seller shall not be liable for the acts or omissions of such carriers, except as expressly provided herein. If international transport is requested, Purchaser must engage a Freight Forwarder to handle customs, documentation, and port logistics, and Seller may provide referrals upon request. All transportation arrangements are subject to availability and scheduling, with a minimum lead time of three (3) business days. Upon delivery, Purchaser shall inspect the Container(s) and freight before unloading and note any damage on the delivery receipt; failure to do so waives claims against Seller for visible damage. Unloading constitutes acceptance of the Container(s) and freight condition.

11. DEFAULT

Upon default Seller may suspend performance, cancel the Agreement, accelerate all sums due, repossess Equipment, enforce its lien or security interest without prejudice to any other remedy. Upon default Seller may take possession of the Equipment without judicial process if it can be done without breach of the peace, and may sell, lease, or otherwise dispose of the Equipment in a commercially reasonable manner. Purchaser remains liable for any deficiency.

12. Assignment/Entire Agreement

The purchaser may not assign this agreement or any rights or obligations without the seller's prior written consent. This agreement and the applicable invoice constitute the entire understanding between the purchaser and seller. Any modifications must be in writing and signed by both parties.

13. Jurisdiction and Law

This Agreement shall be construed and interpreted according to the laws of Oregon, USA, excluding its conflict of laws rules. The United Nations Convention on Contracts for 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 referred to arbitration in the court of Polk County, Oregon, USA, before a single arbitrator appointed by the American Arbitration Association, or may be litigated in the state court located in Polk County, Oregon, USA, or in the federal court for the District of Oregon. Seller and Purchaser hereby consent to be subject to the jurisdiction of such arbitration or courts and waive any objection to the venue of such arbitration or courts and not 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 seven (7) 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. Both parties waive any right to trial by jury. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.