Girbau Industrial Terms & Conditions of Sale
(Rev. 7/8/24)
Except as otherwise specifically agreed by Girbau Industrial in writing, all sales of Girbau Industrial products shall be upon the following terms and conditions:
Sale of Equipment
Girbau Industrial shall sell to Customer and Customer shall purchase from Girbau Industrial the industrial laundry equipment that is described in the preceding pages of this site (the “Laundry System”). Girbau Industrial shall convey good title to the Laundry System, free and clear of all liens and encumbrances. Title to the Laundry System shall be conveyed by means of conveyance acceptable to Customer, including warranty bills of sale.
Purchase Price
(a) The estimated total purchase price for the entire Laundry System is set forth in the preceding pages of this site. Such estimate is based upon information that has been exchanged by the parties through the date of these terms and conditions. It is acknowledged and agreed that the ultimate purchase price for the Laundry System is subject to change as more information is exchanged by the parties, including, but not limited to, plans and specifications for Customer’s facilities and an agreed upon layout for the Laundry System. Subject to the provisions that follow, the purchase price shall include, mechanical assembly, factory technician startup, specialized equipment configuration and programming for Customer’s needs and customer training for all equipment, including training for the operation, preventative maintenance and basic service of the Laundry System. Unless otherwise specified in the preceding pages of this site, equipment freight, move-in and rigging, final equipment placement are additional services that are not included in the purchase price. Actual costs (if applicable) will be reflected on a final invoice.
(b) The purchase price for the Laundry System shall be paid in the fashion established in the preceding pages of this site. The obligation of Girbau Industrial to fulfill the terms and conditions set forth herein is subject to Customer paying the purchase price in a timely manner.
Site Preparations
(a) At its expense, Customer shall make arrangements for its facilities to be ready for the installation of the Laundry Systems. It is agreed that Customer’s facilities shall be fully ready for the Laundry System to be installed in no less than 20 days prior to the deadline for delivery of the Laundry System. Customer shall be responsible for and shall pay any costs and expenses incurred by Girbau Industrial as a consequence of the failure on the part of Customer to have its facilities ready for the installation of the Laundry system by the date of delivery of the laundry equipment. Such costs and expenses my include, but not be limited to, subcontractor charges and personnel costs incurred by Girbau Industrial as a consequence of the failure by Customer to have its site ready for installation of the equipment.
(b) Within 60 days of the date of the down payment as provided in the preceding pages of this site, Customer shall provide Girbau Industrial with plans and specifications for the locations in which the Laundry System shall be installed. Girbau Industrial may review such plans and, in Girbau Industrial’s discretion, provide technical advice to Customer as to the appropriate layout, installation and operation of the Laundry System.
(c) At its expense, Customer shall be responsible for procuring necessary permits and licensing to permit the installation of the Laundry System at its designated locations. Further, Customer shall be responsible for the installation of all electrical, mechanical, plumbing and other systems necessary for the operation of the Laundry System at Customer’s locations. In its discretion, Girbau Industrial may provide Customer with technical specifications for its Girbau Industrial may also provide Customer with such technical advice and assistance with respect to the specifications and locations for the electrical, mechanical, plumbing and other systems in Customer’s facilities that shall be required for the Laundry System.
(d) Girbau Industrial shall not in any way be liable or answerable for any loss, claim or cost arising as a consequence of a violation of any municipal ordinance or other laws by Customer or any contractor engaged by Customer to ready Customer’s sites for installation of the Laundry System. Prior to the installation of the Laundry System, Customer shall make certain that it has fulfilled all requirements of the municipalities and governmental bodies that have authority over the sites in which the Laundry System shall be located. Upon request by Girbau Industrial, Customer shall provide Girbau Industrial with copies of all permits and any and all certificates confirming compliance with applicable municipal ordinances and other laws and regulations that shall apply to Customer’s sites.
(e) In no event shall Girbau Industrial be responsible for the connection of Laundry System components 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 In its discretion, Girbau Industrial may provide supervision and technical advice with respect to the connection of such systems to components of the Laundry System.
Delivery and Unpacking
At Customer’s expense, Girbau Industrial shall arrange for the delivery of the Laundry System to Customer’s designated facilities. Upon delivery to Customer’s designated locations, Girbau Industrial, shall coordinate with the hired moving and rigging company in removing the laundry equipment from all trucks, crates and containers and moving such equipment from its delivered packaging into Customer’s facilities.
Risk of Loss
The Laundry System will be shipped F.O.B. Oshkosh, Wisconsin freight collect. Customer shall assume title to the Laundry System the moment it picks up and signs the bill of lading. Customer also assumes all risk of transportation, and therefore customer is responsible for filing claims in case of loss or damage to the equipment.
Delivery Date
Unless otherwise agreed by the parties, the equipment identified in each phase shall be delivered to Customer’s designated locations on or before the date established in the preceding pages of this site. The parties acknowledge and agree that Girbau Industrial shall not commence or cause the commencement of the manufacturer or delivery until the down payment has been made. Notwithstanding the foregoing, except as provided in this subsection, under no circumstance shall Girbau Industrial be responsible for or shall Customer to be entitled to consequential or incidental damages arising out of any delays in delivery of equipment hereunder.
Assembly and Installation
In its discretion, Girbau Industrial may provide guidance to hired rigging and moving company on the placement of equipment constituting the Laundry System in Customer’s facilities, mechanical assembly of such equipment of Girbau Industrial-brand To assist in that regard, Girbau Industrial may, in its discretion, arrange for a qualified technician to be on site with respect to Girbau Industrial-brand equipment and have technicians on site for the purpose of overseeing the placement, rigging and startup of the equipment.
In its discretion, Girbau Industrial may provide Customer’s personnel with training for all Girbau Industrial-brand equipment incorporated into the Laundry System. By acceptance of proposal pricing, Customer acknowledges its support responsibilities. Girbau Industrial shall provide appropriate operations and technical training at the time of startup. Further, Girbau Industrial shall furnish to Customer such technical materials concerning the components of the Laundry System as shall be reasonable and necessary to assist Customer in the operation, maintenance and servicing of the Laundry System. Customer shall be responsible for providing capable operators and technicians able to competently follow training instructions for equipment operations, maintenance, and repair. Instructional training may include training in the following areas: general equipment operation, startup/shut down, programming, wax maintenance, performance and execution of routine documented maintenance per factory recommendation, operation, troubleshooting, and machine repair. The failure of Customer to meet the criteria set forth in this section may result in additional charges to Customer.
Condition of Equipment and Warranties
(a) All equipment sold to Customer as part of the Laundry System shall be in merchantable condition, manufactured in accordance with the standards for such equipment as established by Girbau Industrial. Such laundry equipment shall be sold subject to the applicable standard manufacturer’s limited warranties on such equipment. A copy of the standard limited warranties from Girbau Industrial, shall be provided upon request.
(b) Girbau Industrial shall be responsible for administering the Girbau Industrial warranties on the equipment constituting the Laundry System. In that regard, Girbau Industrial shall act as the “contact entity” for all warranty claims.
Liability Insurance
Girbau Industrial carries public liability insurance concerning bodily injury or death suffered or alleged to have been suffered as a result of any incident occurring from or by reason of or in the course of the fulfillment of its obligations under these terms and conditions, occurring by reason of the acts of Girbau Industrial, including loss or liability imposed by law or damages on account of personal injury or death. Upon request, Girbau Industrial shall provide Customer with proof of such insurance. Likewise, Customer shall provide Girbau Industrial with proof of such liability insurance in the event that Girbau Industrial makes such request.
Mutual Indemnification Against Negligence
Girbau Industrial shall defend, indemnify and hold Customer and its employees, agents and representatives harmless from any and all liabilities, judgments, costs and expenses that may in any way arise as a consequence of the actions of Girbau Industrial and its employees, agents and Likewise, Customer shall defend, indemnify and hold Girbau Industrial and its employees, agents and representatives harmless from any and all liabilities, judgments, costs and expenses that may in any way arise as a consequence of the actions of Customer and its employees, agents and representatives arising from Customer’s breach of these terms and conditions.
Indemnity Against Claims and Liens
Subject to the standard limited warranty for the Laundry System, Girbau Industrial shall defend, indemnify and hold Customer harmless from any claims, demands, causes of actions or suits of whatever nature arising out of labor and materials furnished by Girbau Industrial under these terms and conditions, and from all laborers, materialmen and mechanics liens against the property in which the Laundry System shall be installed arising out of the equipment and labor furnished by Girbau Industrial under these terms and conditions, and shall keep the Laundry System free and clear of all liens, claims and encumbrances arising from the performance of these terms and conditions by Girbau Industrial. In addition, Girbau Industrial shall provide Customer with reasonable evidence that all mechanics and other liens relating to the Laundry Systems have been waived in full.
Security Interest
Until all amounts that are due and owing by Customer to Girbau Industrial are paid in full, Customer does hereby grant to Girbau Industrial a security interest in and to the Laundry System, including any additions and accessions to the equipment constituting the Laundry System. The security interest secures the payment of all obligations of Customer to Girbau Industrial whether existing at the time of the purchase or arising in the future. Customer authorizes Girbau Industrial to file financing statements and other documents with the appropriate governmental bodies for the purpose of perfecting its security interest. Girbau Industrial shall also have the right to give notice of its security interest to other parties. Until the purchase price is paid in full, Customer agrees to maintain and protect the equipment constituting the Laundry System by avoiding misuse, abuse, waste and deterioration, except for ordinary wear and tear; to insure the collateral against all expected risks to which it is exposed and those risks designated by Girbau Industrial, with polices acceptable to Girbau Industrial and payable to both Customer and Girbau Industrial for so long as any amount remains due and owing from Customer to Girbau Industrial; to keep the collateral at the business address of Customer or such other address as noticed to Girbau Industrial in advance in writing, except for its temporary removal in connection with its ordinary use; and not to sell, transfer or dispose of the collateral or allow it to become subject to any unpaid charge or lien, including tax obligations. Customer represents that there is no security interest or other lien on the collateral, except for the security interest created by this agreement. The security interest created by this instrument is intended to be and shall be a purchase money security interest under the Uniform Commercial Code and Girbau Industrial shall have all rights of a holder of a purchase money security interest under the Uniform Commercial Code. Customer agrees to take all action hereafter as may be required to effectuate the terms hereof. If Customer does not make payments in accordance with this agreement, or fails to perform any obligation with regard to the protection of the collateral, or has made any misrepresentations in this instrument or in any other instrument prepared in connection with this transaction, Customer shall be in default, and Girbau Industrial may repossess and remove the collateral and may resort to all legal and equitable remedies. Customer agrees that the equipment constituting the Laundry System shall not, in any event, become part of the real estate and shall at all times remain personal property.
Conflicts with Purchase Orders
In the event that Customer shall issue purchase orders or other written directions to Girbau Industrial for components comprising the Laundry System, these terms and conditions shall control in the event that there is a conflict between these terms and conditions and the language contained in any purchase order or other document issued by Customer.
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. This section shall not excuse or release Customer from paying any amounts that are due and owing to Girbau Industrial.
Governing Law and Arbitration
Any and all disputes, controversies and claims arising out of or relating to the sale of the Laundry System or concerning the respective rights or obligations of the parties hereto (excepting collection proceedings) shall be settled and determined by arbitration in Oshkosh, WI before a panel of three arbitrators pursuant to the Commercial Rules then obtaining of the American Arbitration The arbitrator(s) shall have the power to award damages, injunctive relief and reasonable attorneys’ fees and expenses to any party in such arbitration. Notwithstanding the foregoing, Girbau Industrial shall have the right to bring suit in Circuit Court for Winnebago County, Wisconsin for any delinquent amounts that are due and owing to Girbau Industrial by Customer. The parties agree that these terms and conditions shall be construed pursuant to and in accordance with the laws of the State of Wisconsin.
Binding Agreement
These terms and conditions shall be binding upon and inure to the benefit of the respective parties, and their permitted successors and assigns, heirs, and personal representatives, except as otherwise expressly provided herein.
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 both of the parties hereto or by the party against whom enforcement of any waiver, change, modification or discharge is sought. No party is acting in reliance upon any representation or guarantee of the other, aside from those explicitly provided for in these terms and conditions.
Credit Card
Customer agrees to pay Girbau Industrial a service fee of up to 4% of the purchase price of the Continental Products to reimburse it for surcharges assessed Girbau Industrial for Customer’s use of a credit card to purchase the Continental Products sold pursuant to this agreement.