Sales & Rentals/Leases
The following is the terms and conditions for the Sale or Lease of equipment entered into by and between Railbox Consulting, LLC, (DBA Western Container Sales) a Minnesota limited liability company (“Company” or “Railbox Consulting”), and the customer(s) (“Customer,” “Purchaser,” or “Lessee”) (the “Agreement”) (collectively, the “Parties”) for the purchase or lease of a shipping container provided by Railbox Consulting. The terms and conditions of this Agreement shall become effective upon the date of execution of this Agreement, or upon delivery of the container to the Customer.
SALE
1.DELIVERY.
All equipment is sold “AS IS” “WHERE IS”. Railbox Consulting, shall have no liability whatsoever for loss or damage due to late delivery or non-delivery of the equipment. Furthermore, if Railbox Consulting’s performance of any sales invoice is, in whole or in part, prevented or hindered by any cause whatsoever, Railbox Consulting shall have the right to cancel, without any liability on its part, all or portions of the sales invoice so affected. Customer waives all rights to claim, in any form detrimental reliance or estoppel, based on Railbox Consulting’s late delivery, non-delivery, etc. Railbox Consulting outsources delivery to local providers at or near cost to help simplify the purchase process for customers without trucks. Customer waives Railbox Consulting of any/all liability associated with product delivery including any damage to the property of the Customer associated with the delivery.
2.DISCLAIMER OF WARRANTIES /CONSEQUENTIAL DAMAGES.
RAILBOX CONSULTING WARRANTIES ALL CONTAINERS FOR ONE YEAR FROM DATES OF PURCHASE. THIS WARRANTY COVERS DOORS (PROPERLY SEAL, OPEN AND CLOSE, ETC.), FLOORS (FREE OF HOLES, ETC.) AND ROOF (NO LEAKS). RAILBOX CONSULTING WILL REPAIR OR REPLACE ANY EQUIPMENT WITHIN THIS WARRANTY PERIOD THAT DOES NOT MEET THE MINIMUM STANDARD OF “WIND AND WATER TIGHT” BUT DOES NOT WARRANTY COSMETIC CONDITION. PURCHASER IS AWARE THAT ALL EQUIPMENT IS USED EQUIPMENT AND IS SOLD “AS IS”. RAILBOX CONSULTING DISCLAIMS AND PURCHASER WAIVES AND RELEASES RAILBOX CONSULTING FROM ANY AND ALL REPRESENTATIONS AND WARRANTIES, EITHER EXPRESSED OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION (a) THE DESIGN, CONDITION, AVAILABILITY, OPERATION, MERCHANTABILITY OR FITNESS FOR USE OF THE EQUIPMENT; (b)THE FITNESS OF THE EQUIPMENT FOR ANY PARTICULAR USE OR PURPOSE OF PURCHASER; AND (c) THE CONFORMITY OF THE EQUIPMENT TO THE SPECIFICATIONS REQUIRED BY ANY COUNTRY OR POLITICIAL SUBDIVISION WITHIN WHICH THE EQUIPMENT MAY BE USED. PURCHASER ACKNOWLEDGES AND AGREES THAT RAILBOX CONSULTING SHALL HAVE NO LIABILITY TO PURCHASER FOR ANY CLAIM, LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED DIRECTLY, INDIRECTLY, INCIDENTALLY OR CONSEQUENTIALLY BY THE EQUIPMENT, OR BY ANY INADEQUACY THEREOF OR DEFICIENCY OR DEFECT THEREIN, OR BY ANY INCIDENT WHATSOEVER IN CONNECTION THEREWITH WHETHER ARISING IN STRICT LIABILITY OR OTHERWISE. UNDER NO CIRCUMSTANCES SHALL RAILBOX CONSULTING BE LIABLE HEREUNDER FOR ANY LOST PROFITS OR FOR SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, EVEN IF RAILBOX CONSULTING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3.TAXES.
Purchaser agrees to assume exclusive liability for and to pay, indemnify and hold Railbox Consulting harmless from all sales or use taxes, transfer, title and registration fees, VAT, domestication, personal property taxes or other taxes, tolls, levies, imposts, duties or governmental charges imposed in connection with the sale of equipment, or any services rendered by Railbox Consulting in connection with this sale of equipment, including any penalties, fines or interest thereon and to prepare all necessary filings (including VAT filings that may be required under the reverse-charge provisions).
4.REMEDIES/WAIVER.
The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement. If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
5.ASSIGNMENT.
Purchaser may not assign this Agreement nor any of its rights or obligations herein without Railbox Consulting’s prior written consent, which consent may be withheld for any reason.
6.Binding Arbitration
Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial [or other] Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The costs associated with initiating arbitration should be divided equally. The prevailing party shall be awarded all attorney fees and costs associated with bringing this action.
7.ENTIRE AGREEMENT.
This Agreement contains the entire agreement of the Parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement and each and every term and condition hereof, shall inure to the benefit of, and shall be binding upon, the Parties hereto and their respective permitted successors and assigns.
8.INDEMNNIFICATION.
Purchaser will, defend at its own expense and indemnify and hold harmless Railbox Consulting, its agents, employees and indemnities from and against any and all claims, losses, damages, liabilities, demands, actions, costs, expenses and fees (including attorneys’ fees) arising out of, or in connection with, the sale of the equipment to Purchaser or any subsequent use, operation or disposition of the equipment.
9.PICKUP/MARKING AND ID PLATES/PAYMENT.
Equipment must be picked up within 15 days of the release confirmation. Otherwise, Railbox Consulting may cancel the sale or charge Purchaser storage. Ownership of equipment will be transferred to Purchaser on the date of pickup. Purchaser will promptly remove all ownership markings and identifications plates. Payment terms are listed on the applicable invoice. If for any reason payment is not made when due, Purchaser will pay to Railbox Consulting all reasonable attorneys’ fees and other costs and expenses Railbox Consulting incurs in enforcing its rights to collect amounts owed by Purchaser to Railbox Consulting under this Agreement. Overdue payments will be subject to a service charge equal to the lesser of 2% per month or the highest legal rate.
LEASE AGREEMENT
1.TERM
The minimum term of this Agreement is for a three (3) months, after which the Agreement shall automatically become a month to month lease that may be terminated upon thirty (30) days written notice, by either party, to the other party. While the Lessee may terminate their rental at any time (please allow 4-7 business days for pick-up) the rental amount shall not be prorated and Lessee will be required to pay for the full month rent regardless of when they terminate.
2.DELIVERY AND RETURN OF EQUIPMENT
a. By accepting delivery Lessee acknowledges receipt of the agreed upon equipment and that it is in good condition. Lessee agrees to redeliver the equipment to Company in the same condition as received, normal wear and tear excepted, and to notify Company of any defects or damages to equipment upon delivery, identifying and acknowledging any changes in the condition of the Equipment subsequent to its delivery to Lessee. Changes which could have been prevented by normal maintenance shall not constitute normal wear and tear.
b. Unless otherwise specified in this Agreement, Company or its agents shall deliver the Equipment to Lessee on the agreed upon date and at the site identified by the Company when initiating the online Agreement. Lessee shall have the area where they would like the Equipment placed clear so as to make it easier for the company delivering the equipment.
c. LESSEE SHAL NOT MOVE OR REMOVE THE EQUIPMENT AFTER COMPANY OR ITS AGENT(S) DELIVER IT TO THE DESIGNATED LOCATION ANY REMOVAL OF THE EQUIPMENT OR CHANGE IN LOCATION OF EQUIPMENT MUST BE IMMEDIATELY COMMUNICATED TO THE COMPANY. FAILURE TO DO SO, AND ANY LOSS OF EQUIPMENT DURING THE TERM OF THIS AGREEMENT MAY RESULT IN THE LESSEE PAYING FULL REPLACEMENT COST OF THE UNIT TO THE COMPANY. UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT, COMPANY, OR ITS AGENTS, SHALL BE THE ONLY PARTY TO TRANSPORT OR MOVE THE EQUIPMENT AROUND, OR TO AND FROM THE SITE. HANDLING, DRAYAGE AND ASSOCIATED CHARGES SHALL BE INVOICED TO LESSEE. THE LESSEE WILL PROMPTLY NOTIFY COMPANY IN WRITING OF ANY CHANGE IN LESSEE’S ADDRESS FROM THAT ORIGINALLY SPECIFIED TO COMPANY.
d. Lessee shall redeliver the Equipment to Company empty of all materials and contents, and in good condition, repair and working order, broom clean and suitable for immediate reuse by another lessee, ordinary wear and tear excepted. Company or its agents shall inspect the equipment upon redelivery by Lessee, and shall notify the Lessee in writing of any damages that constitute repair charges, describing the condition of the equipment, which Lessee shall execute. Company’s notification of damage and repair charges shall be conclusive as to any damage noted thereon with respect to redelivered Equipment. If Lessee fails to remove its property or to clean the equipment prior to redelivery to Company, Company may remove any property left by Lessee in the equipment, place such property in storage at the risk and expense of Lessee, and clean the equipment. Any additional costs incurred by Company to remove, store, or clean the equipment, will be for Lessee’s account and may be immediately collected from the Lessee.
3.RENTAL AND OTHER CHARGES
a. Lessee agrees to pay all rental charges in the amounts set forth in the original Agreement executed online during the initial order, and all applicable taxes for the Equipment from the day this Agreement is executed up to and including the day the equipment is returned to Company. Because Company is a Minnesota company, with no physical locations outside of the state of Minnesota, sales tax is only applicable for deliveries inside the state of Minnesota. For all other deliveries, no sales tax shall be charged and the Lessee is solely responsible for ensuring compliance to local tax regulations.
b. All rental charges shall be paid with auto-payment using the credit or debit card the customer entered at the time of placing the order and entering into this Agreement. This card may be updated any time on Company’s website by logging in using the email address originally provided. Any payment under the terms and conditions of this Agreement made after the date such payment is due and payable shall bear interest as of the thirty (30) days after the date such payment was due and payable and shall continue to accrue such interest until such payment is made at a rate equal to the lesser of either 1.5% + $45 per calendar month, or the maximum amount allowed under applicable law. However, in no event shall this interest provision be construed as a grant of permission for payment delays. Should the Lessee attempt make a partial payment or the account has insufficient funds it shall be considered non payment and be treated as if Lessee has made no payment.
4.USE OF THE EQUIPMENT
a. Lessee acknowledges receipt of the equipment it is in good condition and agrees said condition is satisfactory and acceptable to Lessee. Company has made no warranties, express or implied, including WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE with respect to the Equipment, maintenance or repair work.
b. Company reserves the right to place upon the equipment the name and logo of Company and registered owner and Lessee agrees not to remove said name and logo. Lessee shall not apply to the equipment any markings or signs of any description whatsoever, unless previously agreed to in writing by Company. Lessee shall not repair, repaint, remark or modify the equipment without prior written approval of Company .
c. Lessee shall not store any hazardous, corrosive, contaminating or radioactive products that will soil, stain, taint, pollute, defile, make foul, infect by contact or association, or expose one to risk or harm of any kind. If the Equipment is determined to have been used to store any such products, Lessee will be required to purchase the Equipment at 100% of the replacement value of the equipment.
d. Company shall not be held liable for losses or damages, direct or consequential, to any product left, stored, or loaded in or upon the equipment and Lessee hereby agrees to indemnify and hold Company harmless from all claims arising out of any such loss or damage, including loss of profits or other alleged consequential damages, included any estoppel or detrimental reliance claims.
5.REPAIR AND MAINTENANCE
a. Maintenance – Upon being notified of any changes in the condition of the equipment which Company, at its sole discretion, shall determine were caused by normal wear and tear, Company shall arrange for the necessary repairs and maintenance to be carried out by a repair facility approved by Company. Lessee shall provide and/or procure for Company’s agents reasonable access to the equipment and Lessee shall remove all property from the equipment prior to Company’s agents’ arrival. Company is not liable for any damage to property of Lessee that is damages due to changes in the condition of the equipment
b. Damage – Should the equipment become damaged by means other than normal wear and tear, Company shall be allowed to inspect the equipment and notify Lessee of the estimated cost of repairs to the damaged equipment, as estimated by a Company approved repair facility. Lessee shall promptly forward to Company payment in the amount of such estimated repair costs. At Company’s option, Company may either retain such payments without making any repairs to the equipment or apply such amounts to the repair of the equipment in accordance with such estimate. In the event the actual cost of such repairs, as invoiced to Company by the repairing facility, shall exceed such estimated cost, Lessee shall be obligated to pay such difference on receipt of an invoice for the entire cost for such repair.
c. Loss or Total Damage – If the Equipment is lost, destroyed or sustains damage, which in Company’s sole discretion, renders the Equipment a total loss, Company shall issue its invoice to Lessee for the Replacement Value of the lost or destroyed equipment. Rental charges for Equipment shall continue unabated until Company receives payment in full of the Replacement Value of the Equipment as defined below.
6.PREMISES
a. Company, or its agents, shall be allowed to enter the property of Lessee at any reasonable time to deliver, locate, relocate, recover, inspect, maintain and repair the equipment. If Lessee defaults in this obligation, Lessee shall indemnify Company against all loss, damage, costs and expenses which Company may sustain due to Lessee’s failure to fulfill its obligations under this section.
b. Lessee warrants that the premises that the equipment is to be delivered is suitable for the equipment and that Company or its agent’s delivery vehicles. In addition Lessee warrants that Company or its agents shall have reasonable access to enter and operate safely to deliver and pick up the equipment. Lessee releases and agrees to hold harmless and defend Company and its agents against any and all claims for damages, costs, claims or liabilities, both direct and indirect, to the roadways, grounds, building and personal property in or across the site location, for any other claim associated with on-site delivery or pickup of the equipment, or for any damages arising from Lessee’s failure to provide a suitable site for the equipment. If Company’s vehicles and Equipment cannot operate safely to deliver the equipment, or if at the time of delivery, the site is found to be an unsuitable location for the equipment, Lessee agrees to pay to Company all delivery and pickup charges, all additional handling costs, and the equivalent of one (1) month’s rental charges as liquidated damages with respect to that portion of this Agreement which Lessee is unable to perform.
c. Lessee shall punctually pay or shall procure the payment of all registration charges, license fees, rent, assessments, taxes and any other fees or charges payable in respect to the premises upon which the Equipment may be placed or kept. Upon demand, Lessee will produce to Company the last receipts for all such payments. If Lessee defaults in the foregoing obligations, Company may at its discretion make any or all of such payments and recover the amount thereof from the Lessee as additional rent hereunder. If any lien attaches to the equipment, by virtue of Lessee’s failure to comply with this provision, Lessee is obligated to immediately discharge such lien, and shall indemnify and hold Company and its agents harmless from any loss or damage arising out of Lessee’s failure to promptly discharge such liens.
d. Lessee agrees to comply at its own expense with all state, local, or federal laws, regulations, and ordinances, in connection with the use, occupancy, operation, possession, maintenance, location or premises upon which equipment may be situated, including, without limitation, obtaining all necessary planning consents, placards, licenses, permits, fire and building approvals. Any failure by Lessee to comply with such laws, regulations or ordinances resulting in Lessee’s inability to perform under this Agreement will constitute a default by Lessee, and will subject Lessee to the costs and penalties set forth in Paragraph 10 hereunder. Company shall have no responsibility for compliance with any such laws, regulations or ordinances on Lessee’s behalf.
7.INSURANCE
a. Lessee will maintain, at its own expense, adequate property insurance covering the Equipment in an insured amount equivalent to 100% of the Replacement Value, as defined below, of all equipment leased hereunder, as stipulated on the face of this Agreement, and third party liability insurance in an amount and on terms which are satisfactory to Company. Such insurance shall be issued to Lessee and shall name Company as additional insured and direct loss payee. At the request of Company, insurance certificate to this effect shall be furnished to Company. Said insurance shall be maintained by Lessee until all equipment leased hereunder is redelivered to Company
b. LESSEE ACKNOWLEDGES AND UNDERSTANDS THAT COMPANY DOES NOT ALLOW AND WILL NOT INSURE OR GUARANTEE AGAINST LOSS OF LESSEE’S PROPERTY STORED IN THE EQUIPMENT, AND COMPANY HAS NO LIABILITY WHATSOEVER AS TO CLAIMS FOR LOSS OR DAMAGE TO SUCH PROPERTY. LESSEE HEREBY WAIVES ANY CLAIMS WHATSOEVER AGAINST COMPANY FOR LOSS OF AND DAMAGE TO ANY PROPERTY STORED IN EQUIPMENT LEASED HEREUNDER. LESSEE IS RESPONSIBLE FOR REGULARLY (AT LEAST ONCE PER MONTH) INSPECTION OF THE EQUIPMENT TO DETERMINE THAT IT IS FREE OF DEFECT AND LEAKS. BY ACCEPTING THE DELIVERY OF EQUIPMENT, LESSEE AGREES THAT IT IS FREE OF DEFECT. ANY DAMAGE OR DEFECTS THAT COME ABOUT AFTER INITIAL DELIVERY ARE THE SOLE RESPONSIBILITY OF THE LESSEE. ANY LOSS OR DAMAGE TO PROPERTY THAT COMES ABOUT FROM SUCH DAMAGE IS THE SOLE LOSS OF THE LESSEE. THE LESSEE AGREES TO HOLD THE COMPANY HARMLESS FOR ANY AND ALL CLAIMS RELATED TO THE EQUIPMENT.
8.ASSIGNMENT, SUBLETTING, LIENS, ETC.
Lessee shall not assign this Agreement, or sub-let or grant any license to use the equipment or any part thereof without the prior written consent of Company. Unless such consent is obtained, any assignment, transfer or subletting of equipment or this Agreement or, by voluntary act of Lessee, operation of law or otherwise, shall, at the option of Company, terminate this Agreement. Any proposed assignee, transferee or sub-lessee shall submit to Company an application and payment information for Company’s approval and, if approved, enter into a separate agreement with Company and Lessee. Company’s consent one such assignment, sub-letting or license shall not be construed as consent to any subsequent assignment, transfer or sublease and does not release Lessee or Lessee’s obligations under this Agreement. An assignment, sub-letting or license without the prior written consent of Company or an assignment or sub-letting by operation of law shall be absolutely null and void and shall, at Company’s option, terminate this Agreement.
9.DEFAULTS AND REMEDIES
a. If Lessee 1) fails to pay any sum when due hereunder or under any other lease agreement between Company and Lessee; 2) fails to perform any other covenant, condition or any other obligation under this Agreement or under any other agreement between Company and Lessee; 3) suffers any distress, execution or other legal process which has the effect of a levy on any equipment leased hereunder; or 4) ceases doing business as an ongoing concern, becomes insolvent, commits an act of bankruptcy or becomes the subject of any proceedings under any state or federal legislation for the protection of debtors, Company may, without notice and without relieving Lessee of its obligations hereunder, without terminating this Agreement, declare the balance of the rental to be due and payable, deny Lessee access to the use of the Equipment (Lock Up) free of any claims of Lessee, and charge appropriate fees associated with the Lock Up and resolution of the Lock Up until such time as the Lessee remedies the item(s) listed above (points 1 to 4) to Company’s satisfaction. In addition, Company may repossess the equipment and avail itself of any other remedies available to it by this Agreement, at law or in equity.
b. If this Agreement is terminated under this paragraph, Lessee shall no longer be in possession of the equipment with Company’s consent, and the rental charges due hereunder shall increase to twice the spot lease rates charged by the Company at the time of termination. Company, or its agents, may, without notice, repossess the Equipment, and for that purpose, Company, its agents or employees may, without previous notice, enter the premises on which the equipment is believed by the Company to be situated and retake possession of the equipment leased hereunder. Lessee hereby waives any and all rights to a judicial hearing prior to Company’s repossession of the Equipment.
c. Lessee shall continue to pay rental charges for the equipment until (i) the Equipment is redelivered in the same condition as received, normal wear and tear excepted, or (ii) the Equipment is repaired and fit for subsequent rental by Company, or (iii) settlement for the equipment is made. If Company retakes possession of the equipment, Lessee authorizes Company to: 1) take possession of any property in, on or attached to such equipment which is not the property of Company, and Company may without liability for its care or safekeeping, place such property in storage at risk and expense of Lessee or 2) remove any property in, on or attached to such equipment which is not the property of Company, and Company may without liability for its care or safekeeping, place such property on the ground at the site.
d. Termination of the Agreement shall not relieve Lessee of any liabilities or obligations incurred prior to such return, repair or settlement and Lessee shall at all times remain fully liable for reasonable damages as provided by law, and for all costs and expenses incurred by Company on account of such default, including all costs to recover the equipment. Nothing in this paragraph shall be construed to waive any legal, contractual or equitable remedy or relief available to Company.
e. Without in any way limiting the obligations of Lessee under this Agreement, Lessee hereby irrevocably appoints Company as the agent and attorney in fact of Lessee, with full power and authority, at any time when Lessee is obligated to delivery possession of any leased Equipment to Company, to demand and take possession of such equipment in the name and on behalf of Company, from whomever shall be at the time in possession of such equipment.
9.LIMITATION OF WARRANTIES AND LIABILITY
a. The Equipment is leased as is. As long as Lessee is not in default of this Agreement, Lessee shall have quiet possession of the equipment. Except as to quiet possession, Company gives no warranties of any kind whatsoever with respect to the equipment, its condition or performance, its merchantability or its fitness for a particular purpose.
b. Lessee’s obligations under this Agreement are absolute and shall not be affected by any circumstance or event beyond Lessee’s control of whatever nature.
c. Under no circumstances shall Company be liable, in contract, tort or otherwise, for any direct, indirect, special, consequential or incidental loss or damage arising from breach or non-performance of any of its obligations under this Agreement, or from the supply or use of the equipment.
d. Company shall under no circumstances be liable for loss or damage of any kind to Lessee’s property stored within the Equipment while in the care, custody and control of Lessee.
11.INDEMNITY
Lessee agrees to indemnify and hold Company harmless against any loss or damage Company may sustain as a result of any damage to or loss of the Equipment due to collision, fire, lightning, theft, explosion, flood, windstorm or Act of God, or any loss, property damage or bodily injury sustained by any other person arising, in whole or in part, from the use or condition of the Equipment while in the possession of Lessee, or the failure of Lessee to maintain the Equipment as provided under this Agreement. Lessee agrees to indemnify and hold Company harmless from all claims, lien or liability arising from work performed or for materials supplied in connection with Lessee’s maintenance of the Equipment and from any loss of or damage thereto and from any loss, penalty and expense, including attorney’s fees and disbursement, resulting from work performed or for materials supplied in connection with Lessee’s operation or maintenance of the Equipment and from any loss of or damage thereto and from any loss, penalty and expense, including attorney’s fees and disbursement, resulting from, but not limited to, the storage, maintenance, use, repair, loading, or unloading of the Equipment and to indemnify and hold Company harmless from all fines, forfeitures, seizures, penalties and liabilities that may arise from any infringement or violation of any such law or regulation by lessee or its employees or agents.
12.NOTICES
All billings, payments and written notices from either party to the other shall be given in writing to the addresses disclosed on the original electronic agreement, or to such other address as either party shall designate in writing to the other. Email is also an acceptable form of notice, and all emails related to this agreement must be sent to: info@railboxconsulting
13.TAXES, FEES AND FINES
Lessee assumes all responsibility for, and promptly will pay when due all sales and use taxes and other direct taxes imposed by the U.S. Government, any state government, county, city or other taxing authority for property, excise and gross receipts, license and registration fees assessed or assessable by a taxing authority and/or allocated by Company on either an individual or prorated basis for the Equipment based on purchase price, value, possession, use situs, rentals, delivery or operation thereof, but excluding any federal or state taxes relating to Company’s income. In addition, Lessee shall pay all costs (including attorney’s fees and disbursements) incurred by Company in enforcing any of the terms, provisions, covenants and indemnities provided hereunder.
14.REPLACEMENT VALUE
The Replacement Value for the equipment shall be defined as the greater of the current posted rate for “One Trip” containers of the same size and market on WesternContainerSales.com + 15% for signage and acquisition costs; or if Company is leasing the equipment from another company it shall be the replacement value as defined by the other company +15% for signage and acquisition costs.
15.CHANGE OF TERMS
The terms and conditions of this Agreement are subject to future change by Company after the expiration of the agreed initial lease term by written notice setting forth such change and delivered to Lessee. Any changes are subject to laws in existence at the time of the Notice of Change Of Terms. Company shall provide thirty (30) days written notice to Lessee prior to changing any terms in this Agreement. Change in terms may include, but are not limited to, rental cost, any provision in this Agreement, or adding additional provisions to this Agreement.
16.GENERAL
a. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial [or other] Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The costs associated with initiating arbitration should be divided equally. The prevailing party shall be awarded all attorney fees and costs associated with bringing this action.
b. The paragraph headings in this Agreement are for convenience only and shall not be deemed to alter or affects any provision of the Agreement.
c. Lessee waives the exercise of any and all existing and future rights of set-off or counterclaims against the rental charges or other payments due to Company under this Agreement, regardless of the rights and claims which the Lessee may have against the Company or any other party, which rights Lessee agrees to assert in separate proceedings.
d. If any part or provision of this Agreement is found to be invalid or unenforceable, the invalidity or unenforceability of such part or provision shall not affect the remaining parts or provisions of this Agreement, which shall continue in full force and effect.
e. Any forbearance by Company to enforce its rights under the Agreement in the event of a default by Lessee hereunder shall not constitute a waiver of Company’s rights, nor shall forbearance waive Company’s rights with respect to any other failure by Lessee to comply strictly with the terms of the Agreement.
f. This agreement contains the entire agreement between the parties and may only be amended, modified or changed by written instrument, specifically purporting to amend this agreement executed by duly authorized representatives of parties hereto.
g. By acceptance of the equipment or executing this lease agreement electronically, the Lessee agrees to all provisions and terms of conditions of such lease. No physical signature is required.
Railbox Consulting, LLC (dba Western Container Sales)
121 Washington Ave N, 4th Floor
Minneapolis, MN 55401
info <at> WesternContainerSales.com
(800) 768-6080
Last updated: December 1, 2021
