Girbau North America Terms & Conditions of Sale
(Rev. 7/12/24)
Except as otherwise specifically agreed by Girbau North America in writing, all sales of Girbau North America products shall be upon the following terms and conditions:
Sale of Equipment
Girbau North America shall sell to Customer and Customer shall purchase from Girbau North America the laundry equipment that is described in the preceding pages of this site (the “Products”). Girbau North America shall convey good title to the Products, free and clear of all liens and Title to the Products shall be conveyed by means of conveyance acceptable to Customer, including warranty bills of sale.
Purchase Price
The purchase price for the Products and the manner and time frame for payment of the purchase price are set forth in the preceding pages of this site. The obligation of Girbau North America to fulfill the terms and conditions set forth herein is subject to Customer paying the purchase price in a timely manner.
Site Preparations
At its expense, Customer shall make arrangements for its facilities to be ready for the installation of the Products. Further, Customer shall be responsible for the cost of installing the Products and Customer shall be responsible for procuring necessary permits and licensing to permit the installation of the Products at Customer’s designated locations. In no event shall Girbau North America be responsible for the connection of Products to the electrical, plumbing, mechanical and other systems at Customer’s facilities, which connection work shall be effectuated by Customer and its contractors, at Customer’s expense.
Delivery Date
Girbau North America shall undertake, in good faith, to deliver the Products to Customer’s designated location on or before any delivery date established in the preceding pages. However, under no circumstance shall Girbau North America be responsible for or shall Customer to be entitled to consequential or incidental damages arising out of any delays in delivery of Products hereunder.
Risk of Loss
The Products will be shipped F.O.B. Oshkosh, Wisconsin freight Customer shall assume title to the Products the moment it picks up and signs the bill of lading. Customer also assumes all risk of transportation, and therefore the customer is responsible for filing claims in case of loss or damage to the Products.
Condition of Products and Warranties
The Customer shall be in merchantable condition, manufactured in accordance with the standards for such equipment as established by Girbau North America. Such laundry equipment shall be sold subject to the applicable standard manufacturers’ limited warranties on such equipment. A copy of the standard limited warranties from Girbau North America shall be provided along with the Products at delivery. Further a copy of the limited warranty can be found on Girbau North America’s website. Girbau North America shall be responsible for administering the Girbau North America warranties on the Products. In that regard, Girbau North America shall act as the “contact entity” for all warranty claims.
Maintenance
It is Customer’s responsibility to maintain the Products in accordance with the standards established by Girbau North America for the Products. All repair work shall be conducted by authorized Girbau North America distributors and repairmen. The failure to maintain Products in accordance with the standards or to utilize authorized repair parties may render the limited warranty null and void.
Security Interest
Until all amounts that are due and owing by Customer to Girbau North America are paid in full, Customer does hereby grant to Girbau North America a security interest in and to the Products, including any additions and accessions to the Products. The security interest secures the payment of all obligations of Customer to Girbau North America whether existing at the time of this agreement or arising in the future. Customer authorizes Girbau North America to file financing statements and other documents with the appropriate governmental bodies for the purpose of perfecting its security interest. Girbau North America shall also have the right to give notice of its security interest to other parties.
Indemnification
Customer shall defend, indemnify and hold Girbau North America, its agents, employees, representatives, successors and assigns, harmless against loss, claim, liabilities, costs and expenses, including reasonable attorneys’ fees, arising out of, in connection with, or resulting from the use, operation or condition of the Products. Customer shall provide Girbau North America with prompt notice of any proceeding involving Customer’s use, operation or condition of Products or this indemnification, and shall provide Girbau North America with any documents, including pleadings related to such proceedings. Girbau North America, in its discretion, shall have the right to intervene in any such proceedings.
Taxes
Customer shall be responsible for paying all local, state and federal sales, use, property and excise taxes and all other regulatory fees and charges imposed by governing authorities in connection with the sale and use of the Products.
Force Majeure
Neither party hereto shall be liable to the other for delay in any performance or for the failure to render any performance under these terms and conditions when such delay or failure is by reason of any cause or causes beyond its control, including, without limitation, any present or future statute, law, ordinance, regulation, order, judgment or decree; act of God, earthquake, epidemic, explosion, lockout, boycott, strike, riot, war or armed conflict. The provisions of this section shall not excuse or release Customer from paying any amounts that are due and owing to Girbau North America.
Conflicts with Purchase Orders
In the event Customer shall issue purchase orders or other written directions to Girbau North America for the Products, these terms and conditions shall control if there is a conflict between these terms and conditions and the language contained in any purchase order or other document issued by Customer.
Governing Law and Arbitration
These terms and conditions shall be construed pursuant to and in accordance with the laws of the State of Wisconsin. Any and all disputes, controversies and claims arising out of or relating to the sale of the Products or concerning the respective rights or obligations of the parties hereto shall be settled and determined by arbitration in Oshkosh, Wisconsin under the Commercial Rules of the American Arbitration Association. The arbitrators shall have the power to award damages, injunctive relief and reasonable attorneys’ fees and expenses to any party in such This provision shall not be construed to require Girbau North America to submit to arbitration claims that Girbau North America may have as a result of Customer’s delinquent obligations, which claims may be brought in Circuit Court for Winnebago County, Wisconsin.
Binding Agreement
These terms and conditions shall be binding upon and inure to the benefit of the respective parties, and their successors and assigns, heirs, and personal representatives.
Entire Understanding
These terms and conditions constitute the complete understanding between the parties with respect to the subject matter hereof, supersedes all prior oral or written understandings and agreements relating thereto and shall not be modified, amended or terminated except as provided herein or by written instrument signed by all of the parties or by the party against whom enforcement of any waiver, change, modification or discharge is sought.
Credit Card
Customer agrees to pay Girbau North America a service fee of up to 4% of the purchase price of the Continental Products to reimburse it for surcharges assessed Girbau North America for Customer’s use of a credit card to purchase the Continental Products sold pursuant to this agreement.