Quick QuotePurchase Order Terms and Conditions
Each Purchase Order placed by buyer for goods and/or services is subject to these standard purchase terms and the terms outlined on the Conex Depot Inc invoice. The Buyer shall be deemed to have agreed to be bound by such terms when submitting a signed Purchase Order to the Seller.
Definitions. In these Standard Purchase Terms, the following definitions apply:
“Seller” means the company Conex Depot Inc located at 187 E Warm Springs Road, Las Vegas Nevada. 89119
“Agreement” means the agreement between Seller and Buyer for the purchase and sale of Goods and/or Services.
“Buyer” means the Company or Government Agency named on the Purchase Order
“Equipment” means any product or service that is referred to in a Purchase Order, which is to be supplied by the seller.
“Delivery Date” means the date of delivery for Goods or performance of Services as specified in a Purchase Order.
“Delivery Address” means the location identified by Buyer in the Purchase Order to which the Supplier is to deliver the Equipment and/or perform the services, or such other delivery area or point which is specified in writing by Buyer.
“Purchase Order” means the purchase order between Buyer and Supplier for the purchase and sale of Goods and/or Services, to which these Standard Purchase Terms are attached or are incorporated by reference.
“Services” means any services to be provided by Supplier to Buyer pursuant to a Purchase Order.
“Specifications” means the requirements, attributes and specifications for the Equipment or Services that are set out in the applicable Conex Depot Invoice and Buyer Purchase Order. Specifications also include: (a) Equipment grade and condition (b) Equipment size and door orientation (c) operational and technical features and functionality of the Equipment
“Supplier” means the seller Conex Depot Inc who shall be indicated on the face page of the Purchase Order that is contracting with Buyer for the purchase and sale of Goods and/or Services.
“Supplier Proposal” means any estimate, quote, invoice, or proposal of Supplier relating to the supply of Goods and/or Services to Buyer, including any delivered in connection with a request for quotations, request for proposal or similar process initiated by Buyer.
“Warranty Period” means in respect of any Equipment. The express written warranty period provided by Supplier for the Goods or Services; and (ii) the period commencing on the date of Acceptance of such Equipment and ending on the date that is one (1) year from that date.
Agreement: The Agreement consists only of: (a) these Standard Purchase Terms; (b) the applicable Purchase Order issued by the Buyer (c) the applicable Conex Depot Inc invoice; and (d) any Specifications or other documents expressly referenced in the Purchase Order. Any reference in the Purchase Order to any Supplier Proposal is solely for the purpose of incorporating the descriptions and specifications of the Goods and/or Services contained in the Proposal, and only to the extent that the terms of the Supplier Proposal do not conflict with the descriptions and Specifications set out in the Purchase Order. Buyer’s acceptance of, or payment for, Goods and/or Services will not constitute Buyer’s acceptance of any additional or different terms in any Supplier Proposal, unless otherwise accepted in writing by Buyer. If there is any conflict or inconsistency between the documents constituting the Agreement, then unless otherwise expressly provided, the documents will rank in the order of precedence in accordance with the order in which they are listed in this Section 2.
Delivery of Equipment and Services: Seller agrees to supply and deliver the Equipment to Buyer and to perform the Services, as applicable, on the terms set out in this Agreement. Seller shall, at its own expense, prepare, load, and deliver Equipment to the Delivery Address and in accordance with the invoicing, delivery terms and other instructions printed on the face of the Purchase Order, or as indicated on the Conex Depot Invoice. No additional charges will be allowed for freight, transportation, insurance, shipping, storage, handling, demurrage, cartage, packaging or similar charges unless provided for in the applicable Purchase Order or otherwise agreed to in writing by mutual agreement of the Buyer and Seller.
Time is of the essence with respect to delivery of the Equipment. Buyer must not obstruct or delay delivery of the Equipment. Buyer must immediately notify Seller if there is likely to be change of Delivery Date or Delivery Address. At any time prior to the Delivery Date, Buyer may, upon notice to Seller, postpone the delivery date, but a Purchase Order agreement once signed cannot be cancelled for any reason.
Transfer of Equipment Ownership: The Equipment remains the sole property of the Seller until it is paid for in full. Buyer is not permitted to move the Equipment from the delivery address, modify the Equipment in any way, sell the Equipment, rent or lease the Equipment to a third party without express written permission from the Seller, or until the Equipment is fully paid.
Inspection; Acceptance and Rejection: All Equipment shall be supplied in accordance with the requirements of the Purchase Order issued by the Buyer. Buyer shall reserve the right to inspect Equipment at the time of delivery. When Buyer signs the Delivery Order this action shall be deemed acceptance of the correct Equipment, and in proper condition. Buyer shall have the right to reject any Equipment that is delivered in excess of the quantity ordered or that is damaged or defective, but damaged or defective Equipment must be reported at the time of delivery. In addition, Buyer shall have the right to reject any Equipment that is not in conformance with the Specifications of the Purchase Order. Buyer is solely responsible to ensure the correct Equipment is listed on the Purchase order. Seller is solely responsible to fulfill the order with the correct Equipment listed on the Purchase order.
Following the delivery of the Equipment at the Delivery Address the delivery order shall be signed by the Buyer, thus activating the thirty days net payment terms.
Order Cancellation and Return Policy: Buyer shall not be permitted to return Equipment to Seller. All Purchase Order sales are final. If the Buyer wishes to cancel their order they may do so within 24 hours of sending the signed Purchase Order to the Seller. From 24 hours after the signed Purchase Order is received up until 24 hours prior to the scheduled Equipment delivery a 10% restocking fee will still be applied. Order cancellation requests received less than 24 hours prior to delivery will have the full 20% restocking fee applied, which covers the additional fees associated with container repositioning, customer acquisition cost, administration, depot and bank fees. Equipment that has been out-gated from the port or depot and in en-route to the Buyer cannot be canceled.
Price/Payment Terms: Prices for the Equipment and/or other Services provided by the Seller will be set out in the applicable Purchase Order. Price increases or charges not expressly set out in the Purchase Order shall not be effective unless agreed to in advance in writing by Buyer.
Late Payment Penalty: Buyer agrees to make payment of the Purchase Order in full within thirty (30) calendar days of delivery of the Equipment. Buyer understands that checks are not to be mailed to the Seller. If Seller has not received payment from the Buyer in full within sixty calendar days of Equipment delivery Buyer agrees to pay a late payment penalty of five percent (5%) per month on the outstanding balance. The late payment penalty is automatically applied sixty (60) calendar days after delivery of the Equipment on any outstanding balance owed to the Seller. Further late payments penalties are calculated and applied every 30th day that the balance remains unpaid. Buyer is solely responsible to make on time payment of Purchase Orders. The late payment penalty may be waived at the sole discretion of the Seller, but cannot be refused or disputed by the Buyer.
Delivery Charges, Depot Fees, Gate Fees, Taxes and Insurance: Unless otherwise stated in a Purchase Order, all prices or other payments stated in the Purchase Order are inclusive of all fees, charges and taxes related to the supply and delivery of the Equipment. Seller will remit all applicable taxes to the applicable government authority as required by applicable laws.
Legal Compliance; Workplace Safety: In carrying out its obligations under the Agreement, including the performance of Services, Seller shall at all times comply with all applicable all federal, provincial, and municipal laws, regulations, standards, and codes. Seller shall obtain all applicable permits, licenses, exemptions, consents and approvals required for the Seller to manufacture, supply and deliver the Equipment to the buyer.
Product Warranties: Seller warrants to Buyer that all Equipment shall be covered under the terms of the Conex Depot Inc warranty outlined here: https://www.conexdepot.com/our-guarantee/. Buyer understands that used refrigerated shipping containers carry no warranty whatsoever.
Warranty Remedies: In the event of Equipment failure the Seller shall choose the repair method and repairer. All associated costs, including costs of re-positioning, costs to inspect the Equipment, and return shipment to Buyer shall be borne by the Seller.
Intellectual Property Rights: All Intellectual Property Rights of any Equipment shall vest in Buyer free and clear of all liens and encumbrances on receipt of payment to Seller of Equipment. To the extent that any Equipment contain any intellectual property of Supplier, Supplier hereby grants to Buyer a worldwide, royalty-free, non-exclusive, perpetual license to use, copy, modify and distribute such intellectual property as part of the Equipment. Supplier agrees to provide to Buyer all assistance reasonably requested by Buyer to perfect the rights described herein, including obtaining all assignments and waivers of moral rights necessary or appropriate to vest the entire right, title and interest in such materials in Buyer and its successors and assigns.
Confidentiality: Seller shall safeguard and keep confidential any and all information relating to Buyer obtained by it or provided to it by Buyer in connection with this Agreement, and shall use such information only for the purposes of carrying out its obligations under the Purchase Order.
Insurance: Seller represents and warrants to Buyer that all third party logistics providers shall maintain insurance policies in coverage amounts that would be maintained by a prudent supplier of goods and services similar to the Goods and Services provided hereunder, including, as applicable, professional errors and omissions liability insurance and comprehensive commercial general liability insurance (including product liability coverage, all-risk contractors’ equipment insurance, and automobile liability insurance).
Indemnities: Buyer shall indemnify, defend and hold harmless Seller, its Affiliates, and their respective officers, directors, employees, consultants, and agents from and against any claims, fines, losses, actions, damages, expenses, legal fees and all other liabilities brought against or incurred by the Buyer or any of them arising out of: (a) death, bodily injury, or loss or damage to real or tangible personal property resulting from the use of or any actual or alleged defect in the Goods or Services, or from the failure of the Goods or Services to comply with the warranties hereunder; (b) any claim that the Goods or Services infringe or violate the Intellectual Property Rights or other rights of any person; (c) any intentional, wrongful or negligent act or omission of Supplier or any of its Affiliates or subcontractors; (d) Supplier’s breach of any of its obligations under this Agreement; or (e) any liens or encumbrances relating to any Goods or Services.
Limitation of Liability. EXCEPT FOR SUPPLIER’S OBLIGATIONS UNDER SECTION 14, AND EXCEPT FOR DAMAGES THAT ARE THE RESULT OF THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF A PARTY, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING ANY LOST PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITY FOR ANY MATTER RELATING TO THIS AGREEMENT.
Further Assurances: The parties shall sign such further and other documents, cause such meetings to be held, resolutions passed and do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement and every part thereof.
Severability: If any provision of this Agreement is determined to be unenforceable or invalid for any reason whatsoever, in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part thereof and all other provisions shall continue in full force and effect.
Waiver: No waiver of any provision of this Agreement shall be enforceable against that party unless it is in writing and signed by that party.
Assignment: Buyer may not assign or subcontract this Agreement, in whole or in part under any circumstances. This Agreement shall enure to the benefit of and be binding upon the parties and their respective legal personal representatives, heirs, executors, administrators, assigns or successors.
Survival: Any provision of this Agreement which expressly or by implication from its nature is intended to survive the termination or completion of the Agreement will continue in full force and effect after any termination, expiry or completion of this Agreement.
Interpretation: The headings used in this Agreement and its division into articles, sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders. References in this Agreement to articles, sections, schedules, exhibits, appendices, and other subdivisions are to those parts of this Agreement. Where this Agreement uses the word “including,” it means “including without limitation,” and where it uses the word “includes,” it means “includes without limitation.
Governing Law: The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. This Agreement shall be governed by the laws of the State Of Nevada and the federal laws of the United States applicable therein. The parties irrevocably attorn to the jurisdiction of the courts of the State Of Nevada, which will have exclusive jurisdiction over any matter arising out of this Agreement.
Language: It is the express wish of the parties that this Agreement and any related documentation be drawn up in English.
