Terms + Conditions

 

 

Brock White conducts business according to the following terms & conditions.

Terms and Conditions of Sale

 

1.    ACCEPTANCE GOVERNING PROVISIONS AND CANCELLATION.  This writing constitutes an offer by BROCK WHITE COMPANY, LLC (dba BW Supply in Wisconsin), its divisions and subsidiaries (including, without limitation, Brock White Canada ULC)  (collectively, the “SELLER”) to sell the products and services, or rent the equipment, described herein in accordance with these terms and conditions (“TERMS”), and is expressly conditioned upon assent to these TERMS.  Any of the following acts by the purchaser or renter hereunder (the “BUYER”) constitutes acceptance of these TERMS: (a) placing an order for products, services or equipment rental via any communication method including through SELLER’s website at or by delivery via any communication method of a purchase order, (b) accepting delivery of products, services or rented equipment, (c) paying the price for products, services or rented equipment, or (d) any other statement, act or course of conduct of BUYER which constitutes acceptance under applicable law, whichever comes first.  No additional or contrary terms and conditions, or product or service specifications, contained in any purchase order or other communication from BUYER, or any third party, shall be construed as, or constitute a waiver of these TERMS, or acceptance of any such additional terms, conditions or specifications and SELLER hereby objects to such additional or contrary terms, conditions or specifications.  SELLER reserves the right, at SELLER’s sole discretion, to limit quantities of products available for sale or sold, and the right at any time to reject, correct, cancel or terminate any order for any reason whatsoever. SELLER will contact BUYER if all or any portion of BUYER’s order is canceled or if additional information is required to accept BUYER’s order. If BUYER’s order is canceled by SELLER after BUYER’s credit card has been charged, SELLER will issue a credit to the credit card BUYER used to make the purchase in the amount of the charge.  Situations that may result in BUYER’s order being cancelled by SELLER include, but are not limited to: (i) limitations on the quantities of any products available for purchase; (ii) inaccuracies or errors in product or pricing information; (iii) product restrictions mandated by local, state, provincial, national or international regulations; and (iv) problems identified by SELLER’s credit and fraud avoidance group. SELLER may also require additional verifications or information before accepting any order.
2.    DELIVERY.  Deliveries of products hereunder shall be either (a) EXW/Ex Works SELLER’s warehouse or other facility, in the event that BUYER chooses to pick up the products; (b) FCA/Free Carrier SELLER’s warehouse or other facility, in the event that BUYER chooses not to pick up the products and designates a common carrier, or BUYER fails to designate a common carrier and SELLER selects a common carrier; or (c) DAP/Delivered at Place BUYER’s location in the event that BUYER chooses not to pick up the products and fails to designate a common carrier and SELLER selects a SELLER delivery truck driver; in each case, as defined by the Incoterms® 2010 rules. SELLER shall have no further responsibility for the products, and title and all risk of damage to or loss or delay of the products shall pass to BUYER upon their delivery either (a) at the EXW point to BUYER; (b) at the FCA point to the common carrier, or (c) at the DAP point to BUYER, as applicable. In each case, BUYER shall bear all costs of shipping the products ordered.  SELLER reserves all rights permitted by law with respect to delivered products including, without limitations, the rights of rescission, reclamation, repossession, resale, replevin and stoppage in transit until the full amount due from BUYER in respect of all delivered products has been paid.  SELLER may make delivery of products hereunder in installments.  BUYER shall be invoiced separately for each such installment.
3.    DELAY.  SELLER shall not be liable for any loss or damage caused by delay in furnishing any products or services hereunder, or delay in any other performance provided for under these TERMS.  Delay in the delivery of any products or the furnishing of any services hereunder shall not relieve BUYER from the obligation to accept and pay for the balance of any such products or services ordered hereunder.
4.    ACCEPTANCE.  In the event of any shortage, damage or discrepancy in or to a shipment of products, BUYER shall promptly report the same to SELLER and furnish written evidence or other documentation, as SELLER may deem appropriate.  SELLER shall not be liable for any such shortage, damage, or discrepancy unless SELLER has received notice and substantiating evidence thereof from BUYER within five (5) days of delivery or pickup, as applicable.  If the substantiating evidence delivered by BUYER demonstrates to SELLER’s satisfaction that SELLER is responsible for such shortage, damage, or discrepancy, SELLER shall deliver additional or substitute products to BUYER in accordance with the delivery procedures set forth herein, provided that any damaged or non-conforming products are returned to the FOB point, in good and merchantable condition, within thirty (30) days of delivery.  Product returns are subject to Section 7 below.  IN NO EVENT SHALL SELLER BE LIABLE FOR ANY ADDITIONAL COSTS, EXPENSES OR DAMAGES (INCLUDING, BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES) INCURRED BY BUYER DIRECTLY OR INDIRECTLY AS A RESULT OF ANY SHORTAGE, DAMAGE OR DISCREPANCY IN OR TO A SHIPMENT.
5.    PRICE AND PAYMENT.  All prices hereunder are subject to change without notice. The price of products on order but not shipped will be adjusted to SELLER’s price in effect at the date of shipment. All payments hereunder shall be due within 30 days from the date that SELLER’s invoice is issued; provided, however, that if BUYER makes purchases hereunder through SELLER’s website: (i) if BUYER does not have an existing account with SELLER, BUYER shall make payment online using a bank account or credit card through the Online Billing function of SELLER’s website at the time of purchase; and (ii) if BUYER has an existing account with SELLER, BUYER shall either make  payment online using a bank account or credit card through the Online Billing function of SELLER’s website at the time of purchase or receive an invoice from SELLER, at BUYER’s election.  BUYER represents and warrants that (i) the bank account or credit card information BUYER supplies to SELLER is true, correct and complete, (ii) BUYER is duly authorized to use such bank account or credit card for the purchase, (iii) charges incurred by BUYER will be honored by BUYER’s bank or credit card company, and (iv) BUYER will pay charges incurred by BUYER at the posted prices, including all applicable taxes, if any.  SELLER will not be responsible: (i) for any charges that BUYER’s bank or credit card issuer may apply to buyer as a result of seller processing buyer’s order; (ii) if buyer’s bank or card issuer refuses or fails to authorize payment by buyer; or (iii) for any delays or non-delivery of Products that may arise due to any validation checks that may be carried out regarding buyer’s payment or identification.  SELLER and its payment processing companies will process, store and use information about BUYER’s bank account or credit card transaction and BUYER’s contact information to process and fulfill the transaction.  This use and all other uses of BUYER’s personal information are governed by SELLER’s Privacy Policy.  If, and for as long as, any payment from BUYER to SELLER hereunder shall be overdue, interest at the lesser of (a) one and one-half percent (1-1/2%) per month or eighteen percent (18%) per year, or (b) the highest rate of interest allowable under applicable law, shall automatically become due and payable on all balances outstanding as of the date such payment is overdue.  In addition, SELLER shall not be obligated to ship any products ordered hereunder in the event any amount due and payable by BUYER to SELLER hereunder should be more than thirty (30) days overdue.  The foregoing shall be in addition to, and not exclusive of, any other remedy SELLER may have, at law or in equity, in the event of any overdue payment hereunder.
6.    TAXES AND OTHER CHARGES.  BUYER shall be responsible for and shall pay, or reimburse SELLER for, all taxes (other than net income taxes), duties, import deposits, assessment and other governmental charges, however designated, which are now or hereafter imposed under or by any governmental authority or agency (a) by reason of the performance by SELLER of its obligation hereunder, (b) as a result of the payment of any amounts by BUYER to SELLER hereunder, or (c) based on the use of any product or service ordered hereunder.  All payments to be made by BUYER to SELLER hereunder represent net amounts SELLER is entitled to receive and shall not be subject to any deductions for any reason whatsoever.  In the event any such payments become subject to taxes, duties, assessments or fees of whatever kind or nature (other than taxes on net income of SELLER), such payments from BUYER shall be increased to such an extent to allow SELLER to receive the net amounts due hereunder.
7.    CUSTOMER RETURNS.  SELLER will not accept a customer return unless it is authorized in accordance with the policy set forth herein.  Special order/non-stock items may not be returned without prior authorization.  For all other products, authorization may, at SELLER’s discretion, be granted upon receipt of returned products in saleable condition.  Return authorization can be obtained by contacting SELLER at the location from which the product was purchased, at which time the method of authorized return will be specified by SELLER.  SELLER’s truck drivers, sales people and other representatives are not allowed to pick up return products at BUYER locations or jobsites unless they have been given prior authorization by SELLER.  Items must not be returned via third party carrier without prior authorization by SELLER.  Items returned without prior authorization may be refused by SELLER.  For non-hazardous materials no bill of lading is required for returns.  For hazardous materials, in the event SELLER has specified pickup by SELLER’s driver as the method of authorized return, proper shipping information must be available to the driver and BUYER must package the materials in proper Point of Purchase shipping packaging before pickup.  Products being returned must be in unopened containers, undamaged, not leaking or defective, have complete original manufacturer labeling; must not be expired at the time of the return, and must be in saleable condition.  All returns are subject to a fifteen (15%) restocking and rehandling charge on all returns, based on the original sales price.  SELLER will endeavor to make refunds within five (5) to seven (7) business days of receiving and verifying a return.
8.    WARRANTY.  All products sold or rented to BUYER hereunder are sold or rented on an “As Is” basis, provided that BUYER may benefit from warranties extended by the manufacturer or producer of the products sold hereunder.  ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, ARE HEREBY DISCLAIMED AND EXCLUDED BY SELLER, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, AND NON-INFRINGEMENT, AND ALL OBLIGATIONS OR LIABILITIES ON THE PART OF SELLER FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE, MAINTENANCE OR PERFORMANCE OF ANY PRODUCTS ORDERED OR RENTED HEREUNDER.
9.    LIMITATIONS OF LIABILITY.  THE SOLE AND EXCLUSIVE REMEDIES FOR SELLER’S LIABILITY OF ANY KIND (INCLUDING LIABILITY FOR NEGLIGENCE), OTHER THAN LIABILITY FOR WILLFUL MISCONDUCT, WITH RESPECT TO THE PRODUCTS AND SERVICES COVERED BY THESE TERMS AND ALL OTHER PERFORMANCE BY SELLER UNDER OR PURSUANT TO THESE TERMS SHALL BE LIMITED TO THE REMEDIES PROVIDED IN SECTIONS 4, 7, AND 23 HEREOF.  IN NO EVENT SHALL SELLER’S LIABILITY OF ANY KIND, IN CONNECTION WITH THESE TERMS OR THE PRODUCTS OR SERVICES PURCHASED OR RENTED HEREUNDER, INCLUDE ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSSES OR DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR GOODWILL), WHETHER THE CLAIM IS BASED ON CONTRACT, NEGLIGENCE, TORT, WARRANTY OR ANY OTHER BASIS, EVEN IF SELLER SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.  IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY UNDER OR AS A RESULT OF THESE TERMS EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY BUYER FOR THE PRODUCTS AND SERVICES PURCHASED OR RENTED UNDER THE TERMS.  The parties agree that the limitations on liability set forth in the TERMS are independent of any exclusive or limited remedies, and shall survive and apply even if such remedies are found to have failed of their essential purpose. No action, regardless of form, arising out of the transactions under the TERMS may be brought by BUYER more than one year after the events which gave rise to the cause of action occurred.
10.    CONFIDENTIAL INFORMATION.  BUYER acknowledges and agrees that all information, other than information in published form or expressly designated by SELLER as non-confidential, which is directly or indirectly disclosed to BUYER by SELLER or embodied in the products provided hereunder, regardless of the form in which it is disclosed, relating in any way to SELLER’s markets, customer’s products, patents, inventions, procedures, methods, designs, strategies, plans, assets, liabilities, costs, revenues, profits, organization, employees, agents, distributors or business in general (the “SELLER Information”) is confidential and proprietary to SELLER.  BUYER agrees not to use any of such SELLER Information for any purpose other than as permitted or required for performance by BUYER hereunder.  BUYER further agrees not to disclose or provide any of such SELLER Information to any third party, and to take all necessary measures to prevent any such disclosure by its employees, agents, contractors or consultants.  Nothing herein shall prevent BUYER from using, disclosing, or authorizing the disclosure of any information provided by SELLER to BUYER hereunder which is, or hereafter becomes, part of the public domain.  At SELLER’s request, BUYER shall cooperate fully with SELLER in any and all legal actions taken by SELLER to protect its rights in the SELLER Information.  SELLER shall bear all costs and expenses reasonably incurred by BUYER in the course of cooperating with SELLER in such legal action.
11.    IMPORT AND EXPORT.  BUYER shall be responsible for obtaining all licenses and permits and for satisfying all formalities as may be required to import and deliver the products ordered hereunder to the shipping address requested by BUYER.  BUYER shall supply SELLER on a timely basis with all information and documentation requested by SELLER in order to permit SELLER to export the products for use by BUYER hereunder.  BUYER shall not dispose of any U.S. origin products, know-how, technical data, documentation or other products or materials furnished to it pursuant to this Agreement, to any party or in any manner which would constitute a violation of the export control regulations of the United States now or hereafter in effect if that disposition was made by a U.S. corporation, or a non- U.S. corporation subject to those regulations.  SELLER will use its best efforts to assist BUYER in obtaining such approvals. 
12.    SAFETY DATA SHEETS.  SELLER makes available to its customers, through its website, Safety Data Sheets prepared by the manufacturers of certain products sold by SELLER (“SDSs”).  SDSs are provided as a convenient way for customers to access information related to certain hazards associated with such products.  The information in SDSs is provided for reference only, without any warranty by SELLER, express or implied, regarding its correctness or accuracy. No warranty of merchantability, QUALITY, fitness for any particular purpose, or any other warranty, express or implied is made by seller concerning the information provided in sdss. the information presented and any conclusions drawn may be from sources other than direct test data and is not to be considered a quality specification. the sds is only for use with the listed product. if the product is used as a component in another product or for another use, the sds may not be applicable. users must make their own investigations to determine the suitability of the products and sds information for their particular purpose or applicaction. the information provided in sdss is only for guidance on handling, use, exposure, processing, storage, transportation, disposal and release of the listed products. the conditions or methods of handling, use, exposure, processing, storage, transportation, disposal and release are beyond seller’s control. As between BUYER and SELLER, SELLER disclaims and BUYER assumes liability for loss, damage (direct or indirect), or expense arising out of the use of such information or the handling, use, exposure, processing, storage, transportation, disposal and release of SUCH products.
13.    TERMINATION.  Any and all orders for products and services made hereunder may be terminated in accordance with the following provisions:
(a) Either party hereto may terminate such order(s) at any time by giving notice in writing to the other party, which notice shall be effective upon dispatch, should the other party file a petition of any type as to its bankruptcy, be declared bankrupt, become insolvent, make an assignment for the benefit of creditors, go into liquidation or receivership, or otherwise lose legal control of its business, or should the other party or a substantial part of its business come under the control of a third party; 
(b) Either party may terminate such order(s) by giving notice in writing to the other party should an event of Force Majeure, which extends the performance of one of the parties hereto of all, or substantially all of such party’s obligations hereunder, continue for more than three (3) months as provided in Section 14 hereof; and
(c) Either party may terminate such order(s) by giving notice in writing to the other party in the event the other party is in breach of this Agreement and shall have failed to cure such breach within thirty (30) days of receipt of written notice thereof from the first party.
In the event of the termination of the order(s) for products or services hereunder, for any reason, the parties shall have the following rights and obligations:
(a) Termination of such order(s) shall not release BUYER from the obligation to make payment of all amounts then or thereafter due and payable; 
(b) SELLER shall have the right, at its option, to cancel any or all accepted orders from BUYER, which provide for delivery after the effective date of termination;
(c) Sections 1, 5, 6, 9, 10, 12, 13, 15, 16, 17, 18, 19, 21, 22, 23, 24(g) and 25 hereof shall survive termination of such order(s); and
(d) Without prejudice to any other remedies which either party may have in respect of any breach of these TERMS, neither party shall be entitled to any compensation or like payment from the other as a result of such termination.
14.    FORCE MAJEURE.  A party affected by an event of Force Majeure shall be released without liability on its part from the performance of its obligations hereunder, except for the obligation to pay any amounts then due and owing, but only to the extent, and only for the period,that its performance of such obligations is prevented by the event of Force Majeure.  Force Majeure shall mean any event or conditions, not existing as of the date of signature hereof and not reasonably within the control of the affected party, which prevents in whole or in material part, the performance by one of the parties of its obligations hereunder or which renders the performance commercially unreasonable, including, without limitation, State or governmental action, riots, disturbance, war, strikes, lockouts, slowdowns, prolonged shortage of energy supplies, epidemics, fire, flood, tornado, hurricane, typhoon, earthquake, lightning, and explosion.  It is in particular expressly agreed that the occurrence of any condition or circumstance that would prevent the legal fulfillment by SELLER of its obligations hereunder under any applicable law or regulation, including any refusal or failure of any governmental authority to grant any permit or license required for the sale or export by SELLER of the products ordered hereunder, shall constitute an event of Force Majeure.  A party affected by an event of Force Majeure shall promptly notify the other party. During the period that the performance by one of the parties of its obligations hereunder has been suspended by reason of an event of Force Majeure, the other party may likewise suspend the performance of all or part of its obligations hereunder to the extent that such suspension is commercially reasonable.  To the extent such event of Force Majeure should extend for more than three (3) consecutive months, either party may terminate this Agreement without liability to the other party, except for payments due to such date, upon giving written notice to the other party.
15.    DISPUTES AND GOVERNING LAW.  These TERMS shall be governed by, and interpreted and construed in accordance with, the laws of the State of Minnesota, U.S.A., excluding the United Nations Convention of the International Sale of Goods.  Any dispute, claim or controversy arising out of or relating to these TERMS shall be resolved in the competent courts of the State of Minnesota, to which exclusive jurisdiction the parties hereby submit themselves. 
16.    RELATIONSHIP.  Performance under these TERMS does not make either party the employee, agent or legal representative of the other for any purpose whatsoever; each party is and shall be acting as an independent contractor.  Neither party is granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of the other party.
17.    ASSIGNMENT.  BUYER shall not have the right to assign or otherwise transfer its rights and obligations under these TERMS without the prior consent of SELLER.  Any prohibited assignment shall be null and void.  SELLER’s rights and obligations under these TERMS are freely assignable. 
18.    NOTICES.  Notices permitted or required to be given hereunder shall be deemed sufficient if given by registered or certified mail postage prepaid, return receipt requested, addressed to BUYER’s address provided at the time of placing the order or to SELLER’s address at 2575 Kasota Ave., St. Paul, MN 55108, attn.: President (for U.S. sales) or 879 Keewatin Street, Winnepeg, Manitoba R2X 2S7, attn.: General manager (for Canada sales), respectively. Notice shall be effective upon the earlier of (a) receipt by the party to which notice is given, or (b) on the seventh (7th) business day following the date such notice was posted.
19.    MODIFICATION.  These TERMS shall not be deemed or construed to be modified, amended, rescinded, canceled or waived, in whole or in part, except by written amendment signed by the parties hereto.
20.    DOCUMENTATION.  All documentation supplied by SELLER to BUYER pursuant to these TERMS shall be in the English language and in the standards of measurement then being used by SELLER. Les parties ont demandé que cette convention, ainsi que tous les documents qui s'y rattachent, soient en anglais. 
21.    SEVERABILITY.  In the event that any of the provisions of these TERMS are in conflict with any rule of law or statutory provision or are otherwise unenforceable under the laws or regulations of any government or subdivision thereof, such provisions shall be deemed stricken from these TERMS, but such invalidity or unenforceability shall not invalidate any of the other terms of hereof, and these TERMS shall continue in force, unless the invalidity or unenforceability of any such provisions hereof does substantial violence to, or where the invalid or unenforceable provisions comprise an integral part of, or are otherwise inseparable from, the remainder of these TERMS.
22.    WAIVER.  No failure or delay by either party to take action or assert any right hereunder shall be deemed to be a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right.
23.    READ AND UNDERSTOOD. BUYER AGREES THAT IT: (A) HAS READ THESE TERMS; (B) UNDERSTANDS ITS OBLIGATIONS HEREIN; AND (C) HAS BEEN PROVIDED WITH A REASONABLE CHANCE TO SEEK INDEPENDENT LEGAL ADVICE WITH RESPECT TO SAME.
24.    RENTALS.  In addition to the terms and conditions stated above, if BUYER rents or leases equipment or products from SELLER (“Rental Equipment”) BUYER shall be subject to the following terms and conditions:
(a) At the time of pickup or delivery of the Rental Equipment, BUYER acknowledges that (i)  BUYER has examined the Rental Equipment and the Rental Equipment is in good and safe working condition, and (ii) BUYER has examined the hitch, safety chain and all connections, if any, of the Rental Equipment to motor vehicle and has received it in a secure condition.  BUYER further agrees to maintain the Rental Equipment in good and safe operating condition at its own expense.  Upon pickup or delivery of the Rental Equipment, BUYER shall execute the Standard Rental Agreement attached hereto as Addendum A.
(b) BUYER shall pay all charges for loading, unloading and transportation whatsoever from and to the place of shipment should any such charges be incurred.  If a delivery or transportation carrier is used to deliver Rental Equipment to BUYER, the responsibility of SELLER ceases when signed manifests are received from the carrier.  Damages or shortages must be settled between BUYER and the carrier.
(c) BUYER shall use the Rental Equipment solely for the purpose for which the Rental Equipment was produced and within its performance and capacity limits.  BUYER agrees to use the Rental Equipment in conformance with all applicable laws, rules, regulations, and manufacturer’s operating instructions and only by persons who are qualified, trained, and properly certified in the safe operation of such Rental Equipment.  If the Rental Equipment is operated for more than 8 hours per day, 40 hours per week, or 160 hours in any 4 week period, or for Rental Equipment manufactured by Crafco, Inc., more than 10 hours per day, 50 hours per week, or 200 hours in any 4 week period, BUYER agrees to pay additional rent prorated at the applicable daily, weekly or monthly rates on the excess usage.  Second shift rates are plus 50%.  Third shift rates are plus 100%.
(d) Rental periods are computed from and including the date of shipment or pickup to and including the date of return.  The rental period on any equipment sub-rented for BUYER will be computed from and including the day of shipment from the rental yard of origin to and including the date of return to the same yard.  BUYER shall be responsible for all freight charges involved.  Subject to SELLER’s discretion, monthly rental rates apply only if the equipment is rented for a minimum period of thirty (30) days.  Weekly rental rates apply only if equipment is rented for a minimum period of five (5) days.  Rental rates shall not be subject to deduction on account of non-working time during rental period. 
(e) BUYER agrees to return the Rental Equipment to SELLER immediately upon expiration of the rental period in as good condition as when received, less ordinary wear and tear, and free from all contamination and hazardous substances.  BUYER shall notify SELLER of any damage to Rental Equipment when it is returned.  If the returned Rental Equipment requires maintenance or cleaning beyond normal wear and tear, the SELLER will repair and/or clean the Rental Equipment and BUYER will pay for such repair and cleaning at SELLER’S regular repair parts prices and shop labor rates upon receipt of the invoice for such services.  BUYER shall be deemed to be responsible for the full rental price of the Rental Equipment until it is restored to rentable condition.  If the Rental Equipment is lost or destroyed, BUYER shall pay SELLER the full replacement value of such Rental Equipment, together with any rental charges due.  BUYER shall follow all maintenance instructions and bear all expenses of operation, including cost of fuel, lubricant and all necessary repairs, maintenance and replacements, and shall not incur for SELLER’s account or liability any expense therefore without the prior written consent of SELLER.  It is agreed that the value of the Rental Equipment is the new replacement value.
(f) In the event that the Rental Equipment should become or be found to be defective in any way during the rental period, BUYER shall notify SELLER and shall cease all use of such Rental Equipment immediately.  SELLER shall then replace any defective Rental Equipment with comparable equipment.  BUYER shall continue to make, and be liable for, all rental charges.
(g) BUYER, at BUYER’s own expense, shall keep the Rental Equipment fully insured against loss or damage by fire, theft, collision, transportation and such other risks as SELLER may specify, with loss payable to SELLER, and shall carry adequate comprehensive liability insurance covering legal liability for bodily injury or death, workers compensation, liability assumed by these TERMS and/or damage to property of others by reason of the use or operation of the Rental Equipment.  BUYER shall annually provide SELLER with a certificate of insurance evidencing this coverage. BUYER assumes all risk and liability for Rental Equipment and shall indemnify, defend and hold SELLER harmless against any claim arising out of or relating to the use, operation or possession of Rental Equipment, including but not limited to any loss, claim, damage or injury caused by failure to properly use the Rental Equipment. For the purpose of this undertaking BUYER shall be deemed to be in possession of the Rental Equipment until it is returned to its original place of shipment or such other destination as SELLER may direct in writing.
(h) BUYER shall not, without the prior written consent of SELLER, make any alterations, additions or improvements to the Rental Equipment. BUYER shall not remove or alter safety instructions, warning notices, numbering, lettering or the like or affix anything to the Rental Equipment without the approval of the SELLER.
(i) BUYER agrees that no option to purchase or other agreement shall be construed as a conditional sales contract and BUYER will give SELLER immediate notice if the Rental Equipment becomes subject to seizure or any other event which might adversely affect SELLER.
(j) Time is of the essence as to BUYER’s payment obligations.  In the event of BUYER defaulting in making any payment, or failing to comply with any of the Terms, or should BUYER become insolvent or should any proceedings be taken in bankruptcy (whether voluntary or otherwise), or should SELLER deem BUYER’s financial position to be insecure or the equipment to be in danger of misuse, neglect, seizure or confiscation, SELLER shall have the right to immediately retake and repossess the Rental Equipment, with or without process of law.  BUYER waives all claims to damages in respect of such seizure and repossession, and in that event, the rental shall terminate and be of no further force or effect; however, BUYER shall remain liable for all remaining payments payable hereunder and BUYER shall pay the same to SELLER promptly together with any and all costs, including reasonable attorneys’ fees and incidental expenses relating to such seizure, repossession and/or termination.
(k) Title to Rental Equipment shall at all times remain with SELLER unless transferred to BUYER through sale.  SELLER or its agents may inspect the Rental Equipment at any time and from time to time and if these Terms have not been complied with, may take possession of and remove from the possession of BUYER, the equipment hereby rented and for such purpose may enter premises without notice or demand and without legal process and at the expense of BUYER. BUYER shall not assign, transfer, pledge or hypothecate any interest in the Rental Equipment or any part thereof, or sublet the Rental Equipment or permit the use thereof by any person other than BUYER or employees of BUYER, without the prior consent of SELLER. BUYER shall not allow any lien or encumbrance to be placed or levied on the Rental Equipment at any time and shall immediately notify SELLER of any attempts to do so by any third party.
(l) In addition to the other terms and conditions stated herein, the following terms apply to rental of Rental Equipment manufactured by Crafco, Inc.:
(A) BUYER agrees to use appropriate tow vehicles at all times when moving. All tow vehicles must be equipped with a 3" pintle hitch, 6 pin wiring connector and a vehicle brake controller. Additionally, the vehicle must meet the minimum towing capacity appropriate for the Rental Equipment as listed below. 

Model

Minimum Towing Capacity

SS125

5200#

EZ200, EZ200DC, EZ200 Conveyor

7000#

SS250, SS250 DC, SS 250 Conveyor

9990#

EZ400, EZ 1000,EZ1 000 DC,EZ1 000 Conveyor

9990#

Patcher I

7000#

Patcher II

9000#

Crack Vac #270

9990#

 
(B)     In the event of breakdown of the Rental Equipment, BUYER shall immediately discontinue use of the Rental Equipment and contact SELLER. SELLER is responsible for an adjustment to the rental invoice or time period in an amount equal to the time of usage lost due to breakdown or maintenance, not to exceed 10 hours in any one day; 50 hours in any one week; and 200 hours in any one month, at a rate equal to the rental paid for the period of lost usage. THIS ADJUSTMENT IS THE TOTAL COMPENSATION TO BUYER FOR DOWNTIME. ANY COSTS OF PROJECT DELAYS INCLUDING BUT NOT LIMITED TO LABOR, TRANSPORTATION, PENALTIES AND BACK CHARGES WILL BE THE SOLE RESPONSIBILITY OF BUYER AND SELLER WILL BE HELD HARMLESS FOR ANY CHARGES OTHER THAN THE ADJUSTED RENTAL TIME PERIOD.
25.    ENTIRE AGREEMENT.  THESE TERMS AND THE WEBSITE TERMS OF USE IF THE SALE IS MADE THROUGH SELLER’S WEBSITE, CONSTITUTE THE ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND SUPERSEDE ALL PREVIOUS AGREEMENTS BY AND BETWEEN SELLER AND BUYER RELATED TO THE PURCHASE OF PRODUCTS OR SERVICES ORDERED HEREUNDER, AS WELL AS ALL PROPOSALS, ORAL OR WRITTEN, AND ALL NEGOTIATIONS, CONVERSATIONS OR DISCUSSIONS HERETOFORE HAD BETWEEN THE PARTIES RELATED THERETO.  BUYER ACKNOWLEDGES THAT IT HAS NOT BEEN INDUCED TO ENTER THIS AGREEMENT BY ANY REPRESENTATIONS OR STATEMENTS, ORAL OR WRITTEN, NOT EXPRESSLY CONTAINED HEREIN.
26.    MISPRINTS.  In the event that an item is listed on SELLER’S website at an incorrect price or with incorrect information due to an error in pricing or product information, SELLER reserves the right to correct or cancel an order at any time, and/or edit an order to reflect the correction, and/or correct the error on the website.
27.    PROMOTIONAL DISCOUNTS.  Coupons, discounts and promotional discount codes offered by SELLER’s website are valid only for use as part of a purchase made via SELLER’s website, unless otherwise stated. Such promotional discounts are not valid for use as part of a purchase in SELLER’s stores or concessions.

THE TERMS AND CONDITIONS OF SALE LOCATED AT https://www.brockwhite.com/termsandconditions FOR U.S. CUSTOMERS AND AT https://ca.brockwhite.com/termsandconditions FOR CANADA CUSTOMERS ARE INCORPORATED BY REFERENCE HEREIN AND FORM PART OF THE AGREEMENT BETWEEN THE CUSTOMER AND BROCK WHITE RELATING TO THE SALE OF ITEMS LISTED IN THIS ORDER ACKNOWLEDGEMENT. THE TERMS AND CONDITIONS OF SALE INCLUDE LIMITATIONS OF LIABILITY, WARRANTY DISCLAIMERS, AND DISPUTE RESOLUTION PROVISIONS, AMONG OTHER IMPORTANT TERMS INCLUDING:
DELIVERY:  FOB BROCK WHITE, PRE-PAY AND BILL, UNLESS OTHERWISE NOTED.
RETURNS: 15% RESTOCKING FEE FOR STOCK ITEMS.  NON-STOCK/SPECIAL ORDER ITEMS ARE NOT RETURNABLE.