DELIVERY OF PRODUCTS
Belmar Spring Water Company (BSW) will sell and deliver to Customer, BSW brand of bottled water in BSW bottles, and related products such quantities of product as customer orders from time to time. Customer will comply with all of BSW procedures, which BSW may change at any time upon reasonable advance notice to customer.
LEASED EQUIPMENT FOR CUSTOM SERVICE PLANS
BSW will lease to customer such coolers and or equipment as agreed. Customer acknowledges that this is a true lease, customer has no equity or ownership rights in the leased equipment, and customer can purchase the leased equipment only if customer and BSW agree in writing. BSW also sells equipment for purchase. If customer purchases equipment from BSW, customer will be responsible for all repair or replacement costs after expiration of the warranty period, if any.
USE OF LEASED EQUIPMENT, AND BOTTLES
BSW will install the leased equipment at customers address set forth on customer agreement and maintain it in good working order at no extra cost; provided, if customer’s negligence, abuse or misuse causes damage which requires any repair or replacement. Customer will pay BSW all such costs on demand. The leased equipment and bottles are, and will be at all times be, BSW sole and exclusive property. And customer will have no right; title or interest therein except as expressly set forth herein. Customer will use leased equipment and all bottles only for BSW products and will not reuse or refill bottles for any purpose whatsoever. Customer will at all times operates and maintains the leased equipment in a safe and proper manner in accordance with BSW instructions, and maintain them in a sanitary condition. Customer will not remove the leased equipment from customers location without BSW prior written consent, will not alter the leased equipment in any manner, will permit only BSW to repair the leased equipment, and will notify BSW immediately if leased equipment or bottles are lost, stolen damaged or destroyed. Customer will permit BSW to enter customer’s premises at reasonable times to inspect and repair the leased equipment and to deliver or pick up bottles.
TERMS OF SALE
BSW terms of sale are net 25 days. There will be no change of terms without written consent of an officer of the corporation.
FUEL SURCHARGE POLICY
An applicable monthly fuel surcharge is based upon the average price of diesel fuel, as posted by the New Jersey Turnpike Authority, for the month prior to invoice date. The calculation is as follows; if the average monthly price of one gallon of diesel fuel is $2.50, the fuel surcharge will be $0.50. The surcharge will adjust as follows, the difference between current diesel fuel cost less the base rate of $2.50 per gallon x 25% added to the base charge of $0.50, providing for no fuel surcharge if the average price of diesel fuel drops below $2.50. For example, in August the average price of diesel was $2.58 per gallon, the fuel surcharge for September would be $0.59.
Effective January 3, 2011
DURATION OF THE CONTRACT
This contract shall remain in force one year from the date of installation and from year to year thereafter unless terminated at the end of any contract year, by written notice by either party to the other at least thirty (30) days prior to the end of such contract year.
DEFAULT BY CUSTOMER; COMPANY’S REMEDIES
Customer will be in default if Customer: (a) fails to pay any amount when due; (b) fails to perform or violates any other term or condition hereof and fails to cure the same within ten (10) days after the occurrence; or (c) abandons or abuses the Leased Equipment, Belmar Spring Water Equipment or any bottles. Upon default, Company will have the right to exercise any or all of the following cumulative remedies in addition to any other rights or remedies it may have at law or in equity: (i) terminate this Agreement without relieving Customer of its accrued and continuing obligations; (ii) declare immediately due and payable (as liquidated damages and not as penalty) all outstanding charges plus the balance of the Leased Equipment rental to the end of the term; and/or (iii) repossess the Leased Equipment or Belmar Spring Water Equipment, as applicable, and bottles, Customer hereby waiving notice, legal process, or liability for trespass or other damage, or, if Company cannot repossess the Leased Equipment or Belmar Spring Water Equipment, as applicable, Company may, at its option, declare it a total loss, and Customer will pay Company its replacement value. Company will not be required to post a bond or other undertaking in a repossession proceeding, Customer hereby waiving any such requirement. Customer will pay all of Company’s costs, including reasonable collection and/or attorneys’ fees, as a result of Customer’s default or the exercise of Company’s remedies.
Customer may not directly or indirectly transfer any of Customer’s rights under this Agreement and will not allow any other person or entity to use the Leased Equipment or Belmar Spring Water Equipment, as applicable, or any bottles without Company’s prior written consent. Customer will keep the Leased Equipment or Belmar Spring Water Equipment, as applicable, and bottles free and clear of levies, liens and encumbrances and will promptly notify Company of any third party seizure, levy, lien, or encumbrance regarding the Leased Equipment, Belmar Spring Water Equipment or bottles.
The terms of this Agreement may be waived or amended only in writing signed by Company and Customer. Failure or delay in exercising any right will not constitute a waiver. Customer grants Company authority to conduct credit investigations and Company retains the right to terminate this agreement at any time based on such information.
DISLAIMER OF WARRANTY
COMPANY DOES NOT MANUFACTURE THE EQUIPMENT PROVIDED TO CUSTOMER, IF ANY, AND, UNLESS OTHERWISE SPECIFICALLY SET FORTH IN WRITING BY COMPANY, HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH EQUIPMENT, ITS SUITABILITY OR FITNESS FOR ANY PURPOSE OR MERCHANTABILITY. CUSTOMER ACCEPTS SUCH EQUIPMENT "AS IS." NO DEFECT IN OR UNFITNESS OF SUCH EQUIPMENT, NO LOSS OR DAMAGE THERETO AND NO OTHER CONDITION WHATSOEVER WILL RELIEVE OR SUSPEND CUSTOMER’S OBLIGATIONS, WHICH ARE ABSOLUTE AND UNCONDITIONAL. TO THE FULL EXTENT PERMITTED BY LAW, COMPANY WILL INCUR NO LIABILITY WHATSOEVER TO CUSTOMER ARISING OUT OF OR IN CONNECTION WITH ANY DEFECT IN OR CONDITION OF SUCH EQUIPMENT OR ITS USE, OPERATION OR FUNCTION. Without limiting the foregoing, and provided Customer is not in breach or default, if there is a defect in any such equipment, Company will, to the extent permitted, make available to Customer, at Customer’s expense, the benefit of any manufacturer’s warranty for such equipment. Company makes no representation whatsoever with respect to the existence, extent or effectiveness of any such warranty.
Effective January 3, 2011