This contract will not be processed, nor equipment ordered until all funds required per quote are received by Wasserstrom.
Any final payment due prior to shipment must be received within ten (10) days before the projected ship date in order for installation and transportation to be scheduled. If final payment is not received a minimum of seven (7) days of requested ship date, Wasserstrom will reschedule the ship date to the next available date after the final payment is received.
Purchasers having established accounts with Wasserstrom must be current and in good credit standing as a condition precedent for shipment of goods covered under this Agreement. No merchandise will be shipped until all required funds are received by Wasserstrom. Required funds include both payments required under the Terms of Sale of this Contract as well as any balances that may be due on Purchaser’s account related to previous transactions.
No payment by Purchaser to Wasserstrom of any lesser amount than that due to Wasserstrom shall be deemed to be other than a payment on account, and no endorsement or statement on any check or in any letter accompanying any check or other payment shall be deemed an accord and satisfaction. Wasserstrom may accept any payment without prejudice to Wasserstrom’s right to recover any remaining balance or to pursue any other remedy provided in the Contract, in any Security Agreement(s) executed by the parties, or by applicable law.
Wasserstrom will act to place orders on buyout and fabricated equipment promptly upon receipt of signed Contract and deposit check and will endeavor to meet Purchaser’s requested delivery date. However, Wasserstrom is not responsible for any delay in delivery because of casualty, fire, explosion, accidents, strikes, delays in receiving material from manufacturers, government restrictions, acts of God, or any other cause beyond its control.
At any time prior to five (5) business days from the projected shipping date, Purchaser may extend the date by up to twenty (20) business days. At that time, the original date becomes firm. Changes to the shipping date requested within five (5) days of the original date become firm. Changes to the shipping date requested within five (5) days of the projected date will require that any balance due under the Contract Terms be paid as if delivery had occurred per the original date. In addition, Purchaser will be responsible for any additional costs incurred by Wasserstrom due to the late change notice. Such costs may include, but are not limited to, additional labor charges for unloading/reloading of trailers, demurrage charges for trailer storage, and rescheduled installation expenses. The maximum time that the delivery date may be extended from the original projected date is twenty (20) days. Delivery dates extended beyond twenty (20) days or multiple extensions will require that any balance due under the Contract Terms be paid as if the delivery had occurred per the original projected date. In addition, Purchaser will be responsible for any additional warehousing or storage costs incurred by Wasserstrom due to the extended delivery date.
Wasserstrom shall not provide any storage or warehousing services unless agreed upon in writing in a separate agreement. Purchaser shall take delivery of all Purchaser Property by either the Projected Delivery Date or no later than any extended delivery date as may be solely offered in writing by Wasserstrom (collectively “Ship Date”). However, Wasserstrom is not liable for loss or damage to any Purchaser Property that remains on Wasserstrom property beyond the initial Projected Delivery Date. Purchaser Property of which has not been taken delivery by the Ship Date shall be subject to final disposition at Wasserstrom’s sole discretion. Purchaser Property shall include: (1) All property purchased from Wasserstrom and paid for in full and (2) property shipped to Wasserstrom, per Purchaser’s request, to be consolidated with items purchased from Wasserstrom.
Wasserstrom will endeavor to make changes to the equipment package as requested by Purchaser up to seven (7) business days before shipment from the factory; however, Purchaser will be responsible for any restocking, freight, and/or change order charges from vendors and/or Wasserstrom. Exception: Special order of Wasserstrom custom fabrication and/or purchased manufactured items cannot be canceled or changed once entered into production.
In the event Purchaser wishes to cancel this Contract or any portion thereof, then the costs incurred by Wasserstrom will be applied against the deposit. Cancellation costs include, but are not limited to, costs incurred for fabrication, labor warehousing, storage fees, restock fees, vendor fees, and any other costs incurred either prior to Purchaser’s cancellation or as a result of Purchaser’s cancellation. In the event that the remaining deposit does not cover the cancellation costs, then Purchaser will owe the balance, and the balance shall be due immediately upon cancellation. Any portion of the deposit left over after all cancellation costs are applied against it shall be refunded to Purchaser. Regardless, no part of this order may be changed unless agreed to by the manufacturer and Wasserstrom.
Purchaser may add items to this Contract, and Wasserstrom will endeavor to provide said items on a timely basis. Items added within seven (7) business days of shipment will be treated as a separate order and will be billed separately. For the purpose of such orders as well as additional future re-orders, Wasserstrom will grant an introductory credit line of $1,500. Larger credit lines may be established by completing Wasserstrom’s credit application. All amounts due for such orders are payable in accordance with the terms as they appear on the order invoice.
Items which have been custom fabricated by Wasserstrom or another vendor or that have been used may not be returned. Standard stocking items may be returned, subject to restocking charges. All returns must be pre-approved by Wasserstrom and accompanied by a Return Authorization Number in order to be received by Wasserstrom. All requests for returns must be made within fourteen (14) days of delivery date. All items approved for return must be shipped back to Wasserstrom in their original packaging and per the instructions that accompany the Return Authorization Number.
It shall be the responsibility of Purchaser to ensure that all equipment can be brought through openings of appropriate size to facilitate easy entry to the building. Any re-work or modifications required to the equipment or the building shall be the responsibility of Purchaser. Purchaser shall assume full responsibility for the security of the building upon delivery of the equipment to guard against theft, vandalism, etc.
Any damage must be noted by Purchaser on the bill of lading. Purchaser shall immediately notify the carrier and Wasserstrom of the damage. Wasserstrom will assist and act on Purchaser’s behalf in filing any freight claim and collections for damages. Concealed damages not evident at the time of delivery must be reported within forty-eight (48) hours of delivery to both the carrier and to Wasserstrom. Failure to follow these guidelines may void any claim for freight damage and result in additional costs for product replacement not covered under this Contract.
Wasserstrom shall assume responsibility for filing freight claims on Wasserstrom arranged contract carrier vanload shipments.
Installations consist of the uncrating, setting in place, and leveling of items supplied by Wasserstrom. Final hook-up and mechanical connections are not included. Trash removal from the jobsite is not included. Normal working hours are 8:00 a.m. to 5:00 p.m. weekdays, holidays excluded. Overtime hours, if required by Purchaser, will be billed in addition to the quoted amount. Unless otherwise noted, all installation quotations are based upon non-union labor rates.
All equipment consists of the uncrating, setting in place, and leveling of items supplied by Wasserstrom. This warranty and related service procedure can be found as an attachment to this Contract. Warranty claims must be made per the terms and conditions of both the warranty and the related service procedure.
Wasserstrom agrees to extend to Purchaser the warranty as provided by the manufacturer and agrees to assist in any disputed warranty dealings with the manufacturer. Wasserstrom will not assume liability for the performance of buyout equipment and shall not be held liable for the repair or replacement of any defective buyout equipment. Wasserstrom agrees to furnish Purchaser with a list of local authorized service agencies through which it will be Purchaser’s responsibility to handle warranty claims. Purchaser agrees not to withhold any funds from Wasserstrom due to non-performance of buyout equipment or buyout warranty claim disputes with the manufacturer.
This Contract will be final invoiced at the time of shipment. Any balance due per the Contract Terms must be received by Wasserstrom prior to shipment. All Contract additions will be invoiced separately, and payment will be made on a cash-in-advance basis unless other terms have been prior established. See section on Additional Items.
Stated prices will be held firm for thirty (30) days from Contract date, provided delivery is within the stated delivery time.
All shipments will be made F.O.B. Point of Origin. Wasserstrom shall maintain a security interest in all merchandise covered by this Contract until paid in full by Purchaser. This Contract, by execution, shall serve as the Security Agreement between Purchaser and Wasserstrom.
Purchaser agrees to carry appropriate insurance coverage on items in this Contract with duplicate policy presented to the office of N. Wasserstrom, Inc., if required. Insurance must be effective upon delivery to the jobsite and must insure against all risks.
Purchaser irrevocably covenants, promises, and agrees to indemnify Wasserstrom and to hold Wasserstrom harmless from and against any and all losses, claims, expenses, suits, damages, costs, demands, or liabilities, joint or several, of whatever kind or nature which it may sustain or to which it may become subject, arising out of or relating in any way to the equipment provided or work performed by Wasserstrom, including, without limitation, in each case, attorneys’ fees, costs, and expenses actually incurred in defending against or enforcing any such losses, claims, expenses, suits, damages, or liabilities, except where such event is caused by the sole negligence of Wasserstrom.
Any delay or failure in the performance by Wasserstrom shall be excused if and to the extent caused by the occurrence of a force majeure. For purposes of this Agreement, force majeure shall mean a cause or event that is not reasonably foreseeable or otherwise caused by or under the control of the party claiming force majeure, including acts of God, fires, floods, explosions, riots, wars, hurricanes, sabotage terrorism, vandalism, accident, restraint of government, governmental acts, injunctions, labor strikes, and other like events that are beyond the reasonable anticipation and control of Wasserstrom, despite Wasserstrom’s reasonable efforts to prevent, avoid, delay, or mitigate the effect of such acts, events, or occurrences and which events or the effects thereof are not attributable to Wasserstrom’s failure to perform its obligations hereunder.
All taxes have been excluded from this Contract unless shown otherwise. Purchaser is responsible to pay all applicable taxes required by statute. Wasserstrom is bound by statute to collect taxes in company registered states. If applicable, Wasserstrom will include same in the invoicing to Purchaser as an addition to this Contract.
Purchaser assumes legal liability for all purchases made on their account, including additional orders placed after shipment of the original equipment package. Any collection or legal fees or court costs necessitated by non-payment of funds as agreed shall be the responsibility of Purchaser. Purchaser shall pay a Twenty-Five and 00/100 Dollar ($25.00) fee for all checks returned by Purchaser’s bank. Any account with a past due balance will be charged one and one half percent (1½%) interest per month (eighteen percent (18%) per annum). All legal matters will be in the venue and jurisdiction of Franklin County, Columbus, Ohio.
Wasserstrom is acting as the approved equipment and furnishing supplier and is responsible for supplying the materials and installation only. Wasserstrom assumes no contingent liability. Wasserstrom will be held harmless, and any balances due shall remain due and payable per terms. Many items are purchased by Wasserstrom expressly for re-sale to Purchaser. As these items are believed to be new and in proper working order, Wasserstrom is not liable in the event of a malfunction that results in damages to Purchaser’s property (e.g., food spoilage, etc.). Wasserstrom shall be held harmless for any and all events not under its direct control and any balances due shall remain due and payable per terms.
Per the AQ Quote
Any changes or variations to equipment listed which are required by the local health department or other governing authorities shall be the responsibility of Purchaser in addition to any additional charges considered additions to this Contract. If required, any changes for testing by independent laboratories shall be the responsibility of Purchaser.
Shop drawings of custom fabricated equipment and cut sheets of all buyout equipment will be provided upon request by Wasserstrom to allow Purchaser to submit to authorities such as health, building, and fire departments. Wasserstrom assumes no liability for non-compliance of any items of its manufacture which carry the ETL label.
Purchaser is responsible for the readiness of the building for installation of equipment and furnishings. Readiness of building means, minimally, that (1) windows are in, (2) building is secured, (3) floor tile is down, grouted, and acid cleaned, (4) carpeting is in, (5) curbs are built, (6) electrical outlets are in place, (7) plumbing and electrical are roughed in, (8) wall painting and tiling is complete, and (9) the ceiling is in place and finished.
In the event Wasserstrom ships the equipment and furnishings per Purchaser’s request and the building is, in fact, not ready for installation, Purchaser is responsible for any extra costs incurred by Wasserstrom which includes the return round trip costs of the Installation Supervisor and support personnel, truck demurrage, etc.
This Contract sets forth the entire agreement and understanding between the parties hereto and fully supersedes any and all prior or contemporaneous agreements and understandings between the parties relating to the subject matter hereof. This Contract shall in all respects be interpreted, enforced, and governed by and under the laws of the State of Ohio. If any provision of this Contract is held to be invalid or unenforceable, the remainder of the Contract shall not be affected, and such provisions shall be deemed modified to the extent necessary to permit its enforcement. Wasserstrom’s failure to enforce any provision of this Contract does not constitute a waiver of such provision by Wasserstrom.
The person(s) executing this Contract specifically represents that he/she/they has/have the authority to execute this Contract on behalf of Purchaser and further that he/she/they agree(s) to all terms and conditions contained herein. If an electronic signature is provided by the person(s) executing this Contract, then said person(s) affirms that the signature provided is a valid electronic signature presented in strict compliance with Ohio Revised Code Chapter 1306, Uniform Electronic Transmission Act, and waives all claims of unenforceability related to the electronic signature.
(Covering Equipment Sold within the United States, Canada, and Mexico)
We warrant to the person, firm, association, or corporation to whom the equipment referred to herein is sold that all equipment manufactured by Wasserstrom is free from defects in material or factory workmanship. Our obligation under this Warranty shall cover repair or replacement, at our option and subject to the exclusions stated herein, F.O.B. our factories, any part of said equipment which becomes defective within twelve (12) months from the date of shipment and which our examination shall disclose to be defective. This Warranty covers standard labor and parts charges for replacement or repair of defective equipment for one (1) year form the date of the original installation or twelve (12) months from the date of shipment, whichever occurs first, except as noted below. This Warranty does not apply to equipment that has been subject to accident, alteration, abuse, misuse, or improper installation. This Warranty includes no contingent liabilities whatsoever. This Warranty is in lieu of all other warranties, expressed or implied, and of all other obligations or liabilities on the part of our Company. We neither assume nor authorize any other person to assume for us any other obligation of liability in connection with the sale of our equipment. This Warranty is not transferable.
The above-stated Warranty applies to all refrigerated products manufactured by Wasserstrom and, in addition, the sealed compressor motor only is warranted from a period of five (5) years from date of shipment. First-year Warranty will cover full reimbursement of refrigeration parts and labor for twelve (12) months from date of shipment, except as noted below. The additional four (4) years of warranty is for compressor motor parts only. It shall be Wasserstrom’s discretion whether the replacement compressor motor can be obtained through Wasserstrom factory or from an authorized wholesaler for the compressor motor. Warranty does not apply to loss of food or contents of equipment due to failure for any reason.
This Warranty excludes any equipment failure that is caused by lack of maintenance, tampering, or changes made to the equipment. Examples include, but are not limited to, dirty condensers, plugged drain lines, tampering with or water damage to digital temperature controls, changing factory preset temperature control adjustments, circuit breakers tripped or turned off, power switch turned off, power cord unplugged or disconnected, improper power supply, or broken thermometer. This Warranty also excludes coverage for items that are not manufactured by Wasserstrom but are built into its equipment. Examples of such items include, but are not limited to, hot or cold food wells or pans, drawer warmers, heat lamps, griddles, and other items which are not manufactured by Wasserstrom but are built into its equipment. The individual manufacturers provide the warranty for these items, and those manufacturers set the lengths and terms of those warranties. This Warranty excludes coverage for equipment situated outside of the United States of America, Canada and Mexico.
Call the Wasserstrom Warranty Department at 800-444-4697, Ext. 8804, from 8:00 a.m. to 5:00 p.m. Eastern Time. After hours, you may also call your local service company. However, Wasserstrom’s Warranty Department, prior to any work being performed, must approve any charges from a local service company exceeding $150.00. Note: The Wasserstrom Warranty only covers work done on non-holiday straight time; it does not cover any extra charges for overtime labor.
Pursuant to the Equipment Contract dated ____________ between _________________________________ (“Purchaser”) and N. Wasserstrom, Inc. (“Wasserstrom”) (hereinafter “Contract”), Purchaser represents and warrants that Purchaser’s delivery site conditions are prepared in accordance with the Contract terms and conditions and meets all requirements for the safe delivery, and installation if applicable, of all equipment in compliance with all applicable codes (“Certification”).
Purchaser certifies the following:
Purchaser acknowledges Wasserstrom’s reliance on this Certification in performing its Contract obligations. If, in Wasserstrom’s sole determination, the delivery site is not ready pursuant to the Contract and this Certification, then Purchaser assumes responsibility for all costs incurred by Wasserstrom per the Contract.
PURCHASER
_________________________________ Signature
_________________________________ Date
_________________________________ Title
