TERMS AND CONDITIONS OF EQUIPMENT SALE
PAYMENT
Swell Containers (“Seller”) agrees to transfer ownership of the Equipment to Buyer, who accepts and agrees to remit full payment at the quantities and prices specified on this invoice and any applicable addenda. Unless otherwise noted, payment is due upon receipt of invoice and must be made in U.S. dollars via bank wire, ACH, or other approved methods specified by Seller. No alternative payment methods will be accepted without prior written approval from Seller. Any overdue balance will incur a finance charge at the lesser rate of 2% per month or the maximum rate permitted by California law.
DELIVERY AND PICKUP
The Equipment is sold strictly “AS IS” and “WHERE IS. ”Title passes to Buyer when Buyer takes possession of the Equipment. Risk of loss transfers upon the earlier of full payment or pickup by Buyer. Seller shall not be liable for any delays, failure to deliver, or partial delivery resulting from conditions beyond its reasonable control. If Equipment is not collected within fifteen (15) days of the Sale Release notice, Seller reserves the right to cancel the order or impose storage fees. Buyer must remove any identifying labels, markings, or data plates upon acceptance of the Equipment.
NO WARRANTIES; LIMITATION OF LIABILITY
BUYER ACKNOWLEDGES THAT THE EQUIPMENT IS PROVIDED “AS IS” AND “WHERE IS.” SELLER MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH SPECIFICATIONS OR REGULATIONS OF ANY JURISDICTION. SELLER SHALL NOT BE HELD RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATED TO THE USE OR CONDITION OF THE EQUIPMENT. Any independent survey arranged at Buyer’s request shall be at Buyer’s sole risk, and Seller disclaims any liability for its findings.
TAXES, DUTIES, AND REGULATORY COMPLIANCE
Buyer assumes full responsibility for any and all taxes, necessary filings (including VAT filings that may be required under the reverse charge provisions), tariffs, import/export duties, levies, fees, or other government-imposed charges resulting from the sale, transfer, or use of the Equipment. Buyer agrees to indemnify and hold Seller harmless from any such liabilities, including penalties and interest, sales or use taxes, transfer, title and registration fees, VAT, domestication, personal property taxes or other taxes. Buyer must comply with all applicable laws and regulations, including 40 CFR Part 84 Subpart B and any restrictions relating to regulated substances. Buyer is responsible for providing documented proof of export when required by law.
INDEMNITY
Buyer agrees to defend, indemnify, and hold harmless Seller, along with its affiliates, employees, and agents, from any third-party claims, liabilities, damages, or expenses (including reasonable attorney fees) arising out of the possession, operation, transport, or sale of the Equipment. This obligation survives any termination or fulfillment of this Agreement and shall apply to the maximum extent permitted under California law.
REMEDIES AND WAIVER
All of Seller’s rights and remedies are cumulative and may be exercised in addition to any rights available at law or equity. Any failure by Seller to enforce any provision of this Agreement shall not constitute a waiver of that or any other provision.
ASSIGNMENT; ENTIRE AGREEMENT
Buyer may not assign any rights or obligations under this Agreement without Seller’s prior written consent. This document, together with the accompanying invoice, represents the entire agreement between the parties and may not be modified except in writing signed by both parties.
GOVERNING LAW AND VENUE
This Agreement shall be governed by the laws of the State of California, excluding conflict-of-law principles. The parties consent that any legal action or proceeding arising under or relating to this Agreement will be brought exclusively in the state or federal courts located in Santa Barbara County, California. Both parties waive objections to jurisdiction and venue and agree the prevailing party in any action shall be entitled to recover reasonable attorney fees and legal costs. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
SECURITY INTEREST
Buyer grants Seller a purchase money security interest, as defined under the California Uniform Commercial Code, in the Equipment until full payment has been received. Buyer agrees to cooperate with Seller in filing any necessary documents to perfect or protect this interest. The security interest shall automatically be released upon payment in full.
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