CG West Terms & Conditions of Sale
(Rev. 7/8/24)
Except as otherwise specifically agreed by Continental Girbau West in writing, all sales of Continental Girbau West products shall be upon the following terms and conditions:
Sale of Equipment
Continental Girbau West shall sell to Customer and Customer shall purchase from Continental Girbau West the laundry equipment that is described in the preceding pages of this site (the “Continental Products”). Continental Girbau West shall convey good title to the Continental Products, free and clear of all liens and encumbrances. Title to the Continental Products shall be conveyed by means acceptable to Customer, including warranty bills of sale.
Purchase Price
The purchase price for the Continental 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 Continental Girbau West to fulfill the terms and conditions set forth herein is conditioned upon 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 Continental Products. Further, Customer shall be responsible for the cost of installing the Continental Products and Customer shall be responsible for procuring necessary permits and licensing to permit the installation of the Continental Products at Customer’s designated locations. In no event shall Continental Girbau West be responsible for the connection of Continental 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.
Risk of Loss
The Continental Products will be shipped F.O.B. Oshkosh, Wisconsin freight collect. Customer shall assume title to the Continental Products the moment it picks up and signs a 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 Continental Products.
Delivery Date
Continental Girbau West shall undertake, in good faith, to deliver the Continental Products to Customer’s designated location on or before any delivery date established in the preceding Notwithstanding the foregoing, under no circumstance shall Continental Girbau West be responsible for or shall Customer to be entitled to consequential or incidental damages arising out of any delays in the delivery of the Continental Products.
Maintenance
It is Customer’s responsibility to maintain the Continental Products in accordance with the standards established by Continental Girbau West for the Continental Products. All repair work shall be conducted by authorized Continental Girbau West distributors and repairmen. The failure to maintain Continental Products in accordance with the standards or to utilize authorized repair parties may render the limited warranty null and void.
Condition of Products and Warranties
The Continental Products shall be in merchantable condition, manufactured in accordance with the standards for such equipment as established by Continental Girbau West. 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 shall be provided along with the Continental Products at delivery. Further a copy of the limited warranty can be found on Continental Girbau West’s website. Continental Girbau West shall be responsible for administering the Continental Girbau West warranties on the Continental Products. In that regard, Continental Girbau West shall act as the “contact entity” for all warranty
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 purchase and use of the Continental Products.
Indemnification
Customer agrees to defend, indemnify and hold Continental Girbau West, 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 Continental Products. Customer shall provide Continental Girbau West with prompt notice of any proceeding involving Customer’s use, operation or condition of Continental Products or this indemnification, and shall provide Continental Girbau West with any documents, including pleadings related to such proceedings. Continental Girbau West, in its discretion, shall have the right to intervene in any such proceedings.
Security Interest
Until all amounts that are due and owing by Customer to Continental Girbau West are paid in full, Customer does hereby grant to Continental Girbau West a security interest in and to the Continental Products, including any additions and accessions to the Continental Products. The security interest secures the payment of all obligations of Customer to Continental Girbau West whether existing at the time of the purchase of Continental Products or arising in the Customer authorizes Continental Girbau West to file financing statements and other documents with the appropriate governmental bodies for the purpose of perfecting its security interest. Continental Girbau West shall also have the right to give notice of its security interest to other parties.
Conflicts with Purchase Orders
In the event Customer shall issue purchase orders or other written directions to Continental Girbau West for Continental 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.
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. However, this section shall not excuse or release Customer from paying any amounts that are due and owing to Continental Girbau West.
Governing Law and Arbitration
The parties agree that 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 Continental Products or concerning the respective rights or obligations of the parties hereto shall be settled and determined through arbitration in Oshkosh, Wisconsin under the Commercial Rules of the American Arbitration Association. The parties agree that the arbitrators shall have the power to award damages, injunctive relief and reasonable attorneys’ fees and expenses to any party in such arbitration. This provision shall not be construed to require Continental Girbau West to submit to arbitration claims that Continental Girbau West 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 Continental Girbau West a service fee of up to 4% of the purchase price of the Continental Products to reimburse it for surcharges assessed Continental Girbau West for Customer’s use of a credit card to purchase the Continental Products sold pursuant to this agreement.