Terms and Conditions for Cold Equipment
Upon receipt of your equipment, please make sure to keep it 100% compliant with Big Geyser products, otherwise agreed with Big Geyser's Account Manager.
- Big Geyser, Inc. (herein called Lender) hereby loans to the Customer and the Customer hereby hires from the Lender the above described equipment (herein referred to as the loaned equipment).
- The loaned equipment will be delivered by the Lender to the above mentioned location.
- No loan payment shall be required as long as Customer uses the equipment to store and sell products of the Lender only.
- The Lender will, at its expense deliver and maintain the loaned equipment in good operating condition at all times. The Customer will not attempt to repair the loaned equipment, but will immediately notify Lender of the need for repairs.
- The Customer will furnish the necessary electrical outlet and will bear the expense for electricity required to operate the loaned equipment.
- The loaned equipment shall at all times remain the property of the Lender.
- The Customer will not move or permit the loaned equipment to be moved from the above-described location without prior written consent of the Lender.
- Insurance Coverage- Customer shall maintain such liability insurance coverage as may be necessary to protect its employees and customers from personal injury or property damage.
- Termination- This Agreement may be terminated by either party “without cause” and Lender shall be entitled to the return of its equipment immediately upon demand by Lender. Failure to permit the Lender to recover its equipment shall subject the Customer to any civil and/or criminal penalties that may be permitted under applicable Federal and State laws as well as any legal fees, costs and expenses incurred by Lender in successfully recovering its equipment.
- Indemnification- Customer will indemnify and hold Lender harmless against any cost, liability, damage, judgment, penalty or fine, including but not limited to, reasonable legal fees sustained or paid by Lender whether a lawsuit or any claim is filed or not, by way of action, claim settlement or otherwise, as a result of any act or omission by Customer or its employees in connection with its acts or omissions under this Agreement. Additionally, the Customer will indemnify and hold Lender harmless for any costs and expenses that Lender may incur in successfully enforcing the terms and conditions of this Agreement.
- Governing Law- This Agreement shall be governed and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such state, without giving effect to the conflict of laws principles thereof. With respect to any dispute arising under or in connection with this Agreement, the Customer and Lender hereby consent to the exclusive jurisdiction of the State courts of New York in Queens County and further consent that any process or notice of motion or any application to any New York court may be served outside of New York, certified mail, return receipt requested.
- Binding Effect- This Agreement shall be binding upon and insure to the benefit of the parties, and their successors and representatives.
- Unenforceability of a Provision- Should any provision in this Agreement be deemed unenforceable or illegal, such provision shall be severed from this Agreement and the remaining provisions will nevertheless continue in full force and effect.
- Non-Assignment- This Agreement may not be assigned or transferred by the Customer and may not be included as part of any sale of any business operated by the Customer, without the prior written consent of Lender, which may be arbitrarily withheld. In the event there is a more than thirty (30%) percent change in the equity ownership of the Customer, such change shall be deemed to be an assignment. The Customer agrees that it will give sixty (60) days notice of the transfer or sale of the Customer’s business.
- Independence of the Parties- Nothing contained in this Agreement will be construed to mean that the Customer or Lender is a partner or employee of the other, or to create a joint venture or partnership. No employee or agent of either Lender or Customer shall be deemed to be an employee or agent of the other for any purpose whatsoever. Neither party shall have the authority to make any agreement or commitment, or incur any liability on behalf of the other, and neither party shall be liable for any acts, omissions, agreements, commitments, promises, or representations made by the other, except as otherwise provided herein.
- Notices- All notices, consents, requests, approvals, demands and other communications provided for herein may be transmitted orally or otherwise shall be in writing and telecopied or delivered by electronic o rover night mail. All such communications shall be effective, in the case of communications sent orally, one hour after being sent, and in the case of communications sent by other means, if delivered by telecopy or electronic mail, on the date of such delivery; and if mailed by overnight courier, on the first business day following the date of such mailing.
- Counterparts- This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same Agreement.
- Guarantee- I hereby represent that I have the authority to execute this Agreement on behalf of the Customer and I hereby guarantee all obligations of the Customer hereunder.