Terms

LeaseFleet Terms & Conditions

1. Applicable Terms

All Proposals by RedGuard, LLC ("RedGuard"), all acceptances by RedGuard of Lessee's orders (“Acceptance”), and all performance of services by RedGuard are submitted or made subject to these Standard Terms and Conditions for LeaseFleet Building Rentals and Purchases ("Terms and Conditions") and all specific terms and conditions set forth in the Proposal issued by RedGuard (the "Proposal"). “LeaseFleet Building” is defined as one or more LeaseFleet blast-resistant buildings, VersaBilt, CoverSix Shelters, or Turnstile buildings, supplied to Lessee by RedGuard under an individual Proposal. Technical advice or field services may also be provided by RedGuard, as described in the Proposal or separately; any technical advice or field services provided will be subject to these Terms and Conditions. In the event of any conflict between the Terms and Conditions and the specific terms and conditions or the Proposal, the specific terms and conditions of the Proposal will control. Lessee by submission of a Purchase Order, acceptance of the Proposal, submission of initial payment required by the Proposal, or any other act in furtherance of requesting RedGuard to act in accordance with the Proposal, accepts and agrees to these Terms and Conditions, and waives any conflicting or additional provisions contained in Lessee's forms. Any provision, printed or otherwise, contained in any order, acceptance, confirmation, or acknowledgement issued by Lessee that is inconsistent with, different from, or in addition to these Terms and Conditions is hereby expressly rejected by RedGuard and will not be considered as part of the agreement between Lessee and RedGuard. All references to "Lessee" include the ultimate owner, if a different entity. All Purchase Orders are subject to review and Acceptance by RedGuard prior to performing any work.

2. Representations of Lessee

Lessee represents and warrants to RedGuard, which representations RedGuard may rely upon, that (a) Lessee's acceptance of the RedGuard Proposal is authorized by appropriate act of Lessee and is executed by an individual authorized to bind Lessee; (b )the LeaseFleet Building will remain in the location specified in the Proposal during the duration of the lease term specified in the Proposal (the “Lease Term”); (c) Lessee intends to use the LeaseFleet Buildings for a use permitted by law and as represented to RedGuard in the Proposal; (d) Lessee is financially able to complete its obligations of payment of the full lease payment; and (d) Lessee will adhere to recommendations and directions made by RedGuard for the installation, maintenance, and use of the LeaseFleet Buildings, will not modify or remodel the LeaseFleet Building in any way, will maintain the LeaseFleet Building in good condition, and notify RedGuard of any damage to the LeaseFleet Building, within 48 hours of the damage, during the duration of the Lease In the event the LeaseFleet Building will be located on a third party’s premises, Lessee will obtain advanced written approval that RedGuard may enter into the premises, and remove and retrieve the LeaseFleet Building from the premises at any time upon reasonable notice to the third party.

3. Payments

RedGuard will invoice Lessee and Lessee will make all payments in accordance with the schedule set forth in the Proposal or as set forth in this Paragraph 3, whichever applies. Where a specific date for payment is set, payment must be made on or before that date. Payment in full for each invoiced amount is a condition precedent to the performance of any further work by RedGuard. Should Lessee fail to make any payment as required, RedGuard, at its sole option, and without incurring any liability, may, upon reasonable notice to Lessee, enter the premises where the LeaseFleet Building is located (including on the premises of any third party), disconnect all utilities, and remove the LeaseFleet Building from the premises. In such an event, all remaining lease payments will be immediately due and payable to RedGuard. All payments not made when due will bear interest at One and one-half percent (1.5%) per month, Eighteen percent (18%) per annum (or the highest rate permitted by law, if lower) beginning thirty (30) days after the date payment was due until paid. All risk of loss of or damage to the LeaseFleet Building will transfer to Lessee at the time the LeaseFleet Building is delivered to the location where it will be installed. In all cases, title to the LeaseFleet Building remains with RedGuard. Given the customization and reconditioning required by RedGuard for each LeaseFleet Building, Lessee understands and agrees the minimum payment required will be equal to the amount stated in the Proposal regardless of whether Lessee elects to cancel the lease prior to the expiration of the Lease Term stated in the Proposal (the “Minimum Payment”).

4. Proposal Price Limitations

All prices quoted, unless otherwise specified in the Proposal, are based on a 28-day lease cycle and not on a calendar basis, do not include transportation charges, any federal, state, or local taxes (including, for example, sales or use taxes, VAT, GST, or transfer tax) or other governmental charges on labor or the production, shipment, importation, exportation, sale, installation, or use of the LeaseFleet Buildings covered by the Proposal. All such charges, whether or not paid by RedGuard, will be for the account of Lessee and Lessee agrees to pay all such charges. All crating, Packaging, freight, and crane charges are to be paid by Lessee unless otherwise specified in the Proposal.  All price quotes expire thirty (30) days from the Proposal date, unless otherwise specified in the Proposal, and may be withdrawn or modified by RedGuard at any time before acceptance by Lessee. Unless otherwise stated in the Proposal, the Lease Term will begin on the date of delivery to Lessee’s premises through the actual date of removal of the LeaseFleet Building from Lessee’s premises by RedGuard.

5. Schedule of Work

Placement of an acceptable Purchase Order by Lessee will release RedGuard to begin preparation of the LeaseFleet Building in accordance with the Proposal. If modifications to the LeaseFleet building(s) are required per Lessee’s Purchase Order prior to delivery, Lessee is responsible for all costs incurred for such modifications. Lessee will pay for all additional costs incurred by RedGuard resulting from Lessee's delays, including, for example, failure to approve  drawings promptly or to the necessary releases to purchase materials, and to proceed with fabrication, shipment, or installation. One and a half (1.5) hours of detention time is included in proposal transportation quote. Any time spent on site after that time period will be billed at $75/half hour/truck. All delivery and completion dates, as specified in the Proposal are of critical importance; however time will not be construed to be "of the essence".

6. Force Majeure

In the event of any act, delay, or failure to act by a federal, state, or local government, war conditions, civil unrest or political disturbances, fire, flood, severe weather, high winds, or other natural disaster, labor troubles, strikes, lockouts, governmental action, inaction, delay, or restriction, or act of terrorism, or any other circumstances beyond the control of RedGuard, should prevent, curtail or delay the performance by RedGuard, then such non-performance or delay will not be considered a breach, and RedGuard will be excused while such condition or circumstances and its consequences prevail, and the time for RedGuard to perform hereunder will be extended accordingly.

7. Cancellation

After placement of an acceptable Purchase Order, the Lessee may cancel the order only upon written notice to RedGuard, which notice will be effective only upon actual receipt by RedGuard. In the event of cancellation, Lessee will be required to pay RedGuard a cancellation charge equal to the lead time or period required to prepare the LeaseFleet Building for Lessee multiplied by the lease rate stated in the Proposal, plus all costs associated with modifications, staging, and transportation arranged for the delivery of the LeaseFleet Building to Lessee, and the cost to close out all purchase orders issued to subcontractors and  vendors of RedGuard for materials, services, and transportation related to the LeaseFleet Building.

8. Warranties of RedGuard

If the LeaseFleet building is blast-resistant, RedGuard warrants that the LeaseFleet Building will: (i) meet or exceed the blast rating set forth in the RedGuard Proposal: (ii) be free from defects in materials and workmanship at the time of delivery to Lessee’s location; (iii) be manufactured in accordance with RedGuard's engineering specifications; and (iv) meet the requirements stated in the American Petroleum Institute's Standard Practices 752 & 753 (the "RedGuard Warranty"). The RedGuard Warranty is void if Lessee performs any repair or modifications to the LeaseFleet Buildings or attempts to or otherwise relocates the LeaseFleet Building without the prior written consent or approval of RedGuard. Correction of any non-conformance, in the manner provided above, will satisfy all obligations of RedGuard under the RedGuard Warranty with respect to the LeaseFleet Buildings. Unless otherwise stated on the RedGuard Proposal, any purchased pre-utilized LeaseFleet building includes a one hundred and twenty (120) day warranty from the date of purchase. Unless otherwise stated on the RedGuard Proposal, any purchased new manufactured building includes a one (1) year warranty from the date of purchase.

9. Limitation of Liability

(a.) EXCLUSION OF WARRANTIES: EXCEPT FOR THE EXPRESS WARRANTY PROVIDED HEREIN, REDGUARD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASEFLEET BUILDINGS, AND ANY RELATED TECHNICAL ADVICE OR FIELD SERVICES, PROVIDED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR (b.) EXCLUSION OF CONSEQUENTIAL DAMAGES: IN NO EVENT, WILL REDGUARD BE RESPONSIBLE FOR ANY LOST PROFITS OR OTHER ECONOMIC LOSS, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER ARISING UNDER WARRANTY, CONTRACT, NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY, INDEMNIFICATION, OR ANY OTHER CAUSE OR COMBINATION OF CAUSES (c.) DOLLAR LIMITATION: ANY  LIABILITY  OF  REDGUARD  OR  ITS SUBCONTRACTORS OR VENDORS WITH RESPECT TO ANY CONTRACT, OR ANYTHING DONE IN CONNECTION HEREWITH, OR FROM THE MANUFACTURE, SALE, DELIVERY, RESALE, INSTALLATION, TECHNICAL ADVICE OR FIELD SERVICES REGARDING THE STORAGE, INSTALLATION, COMMISSIONING, START-UP ASSISTANCE, OPTIMIZATION, OPERATION, USE, MAINTENANCE, REPAIR OR REPLACEMENT OF ANY LEASEFLEET BUILDING, WHETHER ARISING UNDER WARRANTY, CONTRACT, NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY, INDEMNIFICATION, OR ANY OTHER CAUSE OR COMBINATION OF CAUSES WHATSOEVER, WILL NOT EXCEED THE MINIMUM PAYMENT. (d.) EXCLUSIVE REMEDY: THE REMEDIES OF LESSEE ARE THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FUNDAMENTAL BREACH OR FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. LESSEE’S REMEDIES ARE LIMITED TO THE REMEDIES STATED HEREIN AND THESE REMEDIES SHALL NOT FAIL OF THEIR ESSENTIAL PURPOSE BECAUSE LESSEE IS LIMITED TO THE EXCLUSIVE REMEDIES PROVIDED HEREIN. (e.) Provisions applicable to Owner: In the event Lessee and Owner are different parties, the following will apply: (1) Lessee will obtain from Owner, in favor of RedGuard, an agreement that Owner will be bound by the remedies extended herein; if Lessee does not do so, Lessee, will indemnify RedGuard from and against all liability, damages, costs, losses, or expenses, including reasonable attorney fees, in excess of those remedies provided for (2) Lessee will obtain from Owner, in favor of RedGuard, its subcontractors and vendors, a release from consequential damages to the extent stated herein; or if Lessee does not do so, Lessee will indemnify and hold harmless RedGuard from and against all liability, damages, costs, losses and expenses, including reasonable attorney fees, resulting from Owner's consequential losses of any nature. (f.) Subrogation Rights: Lessee and Owner/User hereby waive the subrogation rights of their respective property damage and business interruption/extra expenses insurers in favor of RedGuard and its All liability of RedGuard and its subcontractors for damage to the property of Lessee will be subject to the limitations herein and limited to occurrences prior to the expiration of the warranty period.

10. General Indemnity

To the fullest extent permitted by law, Lessee will indemnify, defend and hold harmless RedGuard and its affiliated companies, and their respective directors, officers, managers, employees, agents, successors and assigns (the “RedGuard Group”) from and against any and all liability, loss, damages, cost, expense, penalty, lien, award or judgment, including attorneys fees and court costs, arising out of or related to any claim, demand suit, or legal action, or proceeding of any nature, including without limitation personal injury, death, or property damage, or any combination, including to the LeaseFleet Building (collectively a “Claim”), made upon or against the RedGuard Group, or any of them, and caused by, or otherwise arises under or is related, directly or indirectly, to Lessee’s installation, operation, use, maintenance, modification, repair or replacement of the LeaseFleet Buildings following delivery, any other action or omission of Lessee,  its contractors, employees,  borrowed servants, agents and representatives, or any other person for whom Lessee may be liable or Lessee’s failure to observe and perform its obligations hereunder; provided, however, Lessee will not be required to indemnify the RedGuard Group to the extent a Claim arises out of the negligence, gross negligence, or willful misconduct of any member of the RedGuard. Lessee’s indemnity obligations are in addition to any other rights available to any member of the RedGuard Group and will not be limited in any manner by the provisions of applicable workers’ compensation, disability benefits, or other employee benefit statutes, nor by Lessee’s obligation to procure and maintain insurance. The provisions of this Section will survive termination of the Lease Term. No liens will be permitted to be placed on any LeaseFleet Building. Lessee will immediately take all action necessary to remove any lien and will indemnify and hold harmless RedGuard from and against any lien claims and any other costs and expenses related to any such lien.

11. Risk of Loss & Insurance

All loss or damage to the LeaseFleet Building from any cause during the Lease Term, including wind, fire, flood, theft, and comprehensive losses will be the sole risk and responsibility of Lessee. In case of total loss of LeaseFleet Building for which Lessee is responsible, such responsibility will include payment of an amount equal to the replacement value of the LeaseFleet Building. Lessee is responsible for, and will procure and maintain at all times during the Lease Term, the insurance coverage specified in this Section and to furnish to RedGuard certificates of insurance at least ten (10) days prior to the date of delivery of the LeaseFleet Building. Such policies and certificates will certify that Lessee has and will maintain during the Lease Term, the following insurance coverage: (a) worker’s compensation and employer’s liability insurance, with limits of at least the statutory minimum or $1,000,000, whichever is greater; (b) primary, non-contributory commercial general liability insurance on an occurrence basis, including bodily injury and property damage coverage and contractual liability, with minimum limits of $2,000,000 per occurrence and $5,000,000 in the aggregate (non-contributory excess/umbrella policy may be utilized to meet aggregate limits); (c) physical damage insurance providing coverage for the LeaseFleet Building against ALL RISK PERILS in an amount no less than the full replacement value of the LeaseFleet Building; and (d) automobile liability and collision insurance with minimum limits of $1,000,000 per occurrence and $2,000,000 in the aggregate. All policies will be written with deductibles and other terms and by insurance carriers acceptable to RedGuard. All liability policies (other than workers compensation policies) and certificates will name RedGuard as an Additional Insured. All property insurance policies and certificates will name RedGuard as an Additional Insured/Loss Payee as its interests may appear. Lessee will also provide a waiver of subrogation against RedGuard with respect to the insurance required under subsections (b) and (c) above and provide evidence of such waiver in the certificate of insurance provided to RedGuard. All policies and certificates will be endorsed to provide RedGuard with no less than (30) thirty days advance written notice of modification, cancellation, or expiration of the specified insurance coverage. RedGuard’s insurance policies will be considered excess over all of Lessee’s policies. Indemnification obligations by Lessee are in addition, and not an alternative, to the insurance coverage required, and Lessee’s maintenance of the insurance coverage will not operate to waive any indemnification obligations. If Lessee fails to procure and maintain the required physical damage insurance coverage in accordance with this Section, RedGuard will have the right (but not the obligation), without notice and at Lessee’s expense, to obtain the insurance coverage, and Lessee will pay the cost upon the terms set forth in RedGuard’s invoice issued in accordance with the provisions of Section 3. To the extent Lessee may perform hereunder without obtaining the required insurance coverage, it will not operate in any manner as a waiver by RedGuard of its right to maintain any breach of contract action against Lessee.

12. Project Documents, Installation & Removal

Any drawings, sketches, or other documents furnished by RedGuard, including the Proposal, are strictly for the stated one time use of Lessee and/or Owner as stated in the Proposal. The Proposal and all information contained in such documents are proprietary to RedGuard. Lessee will keep all information relating to the LeaseFleet Building in strictest confidence. Neither Lessee nor Owner may copy, publish, or otherwise disseminate the Proposal or any drawings, sketches, or other documents furnished by RedGuard or their contents nor provide any other information relating to the LeaseFleet Buildings or the Proposal to any other party without the prior written permission of RedGuard. Lessee may not reverse engineer or attempt to reverse engineer any feature of a LeaseFleet Building. Lessee will be responsible for preparing the pad site at the location for the installation and placement of the LeaseFleet Building, including all utility installation and connections, unless otherwise stated in the Proposal. The pad site must meet the minimum requirements provided by RedGuard. In the event of cancellation or termination of the Lease Term, Lessee will be responsible for disconnecting all utilities and preparing the LeaseFleet Building for removal by  RedGuard, and Lessee understands and agrees that RedGuard will require a minimum of five (5) days from the date of termination or receipt of the written cancellation notice to arrange for and remove the LeaseFleet Building from Lessee’s premises, have the same force and effect as personal service within the State of Kansas.

13. Default & Remedies

A default by Lessee includes, for example, Lessee’s failure to make any payment on time, modifying the LeaseFleet Building, failure to notify RedGuard of any damage to the LeaseFleet Building within 48 hours of the damage, relocating the LeaseFleet Building on or removing the LeaseFleet Building from the specified location, failure to maintain the LeaseFleet Building, breach of any provision of the Purchase Order, Terms and Conditions, or the Proposal, or Lessee enters bankruptcy or receivership. Upon default by Lessee, the obligations of RedGuard will terminate completely and automatically. All amounts due RedGuard under the Proposal will be immediately due and payable. In addition, Lessee will be responsible for all costs and expenses incurred by RedGuard as a result of exercising its rights, including reasonable attorney fees, court costs, and collection costs.

14. Non-Assignability

Neither party may assign their rights and obligations under any Purchase Order issued by Lessee without the prior written consent of the other party. Lessee may not sublease any LeaseFleet Building to any third party without the prior written consent of RedGuard.

15. Notices

Any consent, agreement, or notice required or permitted to be given or made by one of the parties hereto to other party will be in writing and in the English language and will be delivered in person, United States Postal Service, email, or by Federal Express (or other recognized international courier service requiring signature upon receipt), and receipt is verified. Such notice will be effective upon receipt. Addresses and designated contact names will be set forth in the Purchase Order or Proposal and such addresses and designated contact names may be modified from time to time, by written notice to the other party, given in the aforesaid manner.

16. Severability

It is intended that each provision of these Terms and Conditions will be viewed as separate and divisible, and that in the event any provision is held to be invalid, the remaining provisions will continue in full force and effect.

17. Binding Upon Successors

These Terms and Conditions will be binding upon and inure to the benefit of the parties hereto and their heirs, successors, administrators, and assigns as herein provided. No third party is nor will be construed as a beneficiary of any provision of the Proposal, the Purchase Order, or these Terms and Conditions, or any LeaseFleet Building provided by RedGuard.

18. Modification & Waiver

No change, modification, or waiver to any terms or scope of any order will be binding and valid unless it is accepted in writing and signed by an authorized representative of RedGuard. No waiver of any of the provisions of the Purchase Order, the Terms and Conditions, or the Proposal will be deemed or constitute, waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver.

19. Prior Agreements

These Terms and Conditions supersede and replace all prior agreements, representations and warranties (including without limitation, implied warranties of merchantability or fitness for a particular purpose), written or oral, with respect to the LeaseFleet Building to be provided by RedGuard.

20. Captions

The captions set forth herein are for convenience only and have no binding effect nor will they be considered in interpreting these provisions.

Goods & Services Terms & Conditions

1. Applicable Terms

These Standard Terms and Conditions of Purchase for Goods and Services (“Terms and Conditions”) apply to all orders placed and purchases made by RedGuard, LLC, (“REDGUARD”) for goods, material, and equipment purchased from Seller (collectively, “Goods”) or services to be performed by Seller (“Services”) on or after January 1, 2012. REDGUARD will not be bound by the purchase order issued by REDGUARD (“Purchase Order”) until REDGUARD has received the acknowledgment copy of this Purchase Order signed by Seller. These Terms and Conditions are hereby incorporated in all Purchase Orders by reference. Seller will be bound by the Terms and Conditions, and any specific terms on the face of the Purchase Order, when it signs and returns the acknowledgment copy of the Purchase Order, delivers any of the goods ordered by REDGUARD, or initiates any services ordered by REDGUARD.

Seller hereby accepts and agrees to these Terms and Conditions, and any specific terms on the face of the Purchase Order, and waives any conflicting or additional provisions contained in Seller's forms. Any provision, printed or otherwise, contained in any acceptance, confirmation, or acknowledgment issued by Seller that is inconsistent with, different from, or in addition to these Terms and Conditions is hereby expressly rejected by REDGUARD and will not be considered as part of the agreement between Seller and REDGUARD.

2. Price & Payment

Unless otherwise specified in the Purchase Order, all prices quoted to REDGUARD are firm and will not be subject to change. REDGUARD will provide a sales tax exemption certificate to the Seller with respect to any Goods or Services purchased and no sales tax will be included in the price. All other taxes and duties arising from the sale of the Goods or performance of Services to REDGUARD will be included in the price and will be separately identified on Seller’s quotation.

Invoices will be payable within thirty (30) days of Goods delivery and/or accepted completion of the Services rendered, as well as receipt of a correct and complete invoice by REDGUARD. Unless otherwise requested by REDGUARD, invoices will cover only one Purchase Order and include the Purchase Order number. If the invoice is subject to a cash discount, the discount period will be calculated from the date the invoice is received by REDGUARD. When required by REDGUARD and as a prerequisite for payment, the Subcontractor agrees to cooperate with REDGUARD to provide, in a form satisfactory to REDGUARD, partial lien or claim waivers and affidavits from the Subcontractor, its Subcontractors, and suppliers for any completed portions of the Work. Upon completion of all Work on the Project, the Subcontractor agrees to provide final lien waivers releasing all claims against the Project.

3. Warranties

Goods – Seller represents and warrants that all Goods sold to REDGUARD under this Purchase Order will (a) be new and of merchantable quality, not used, rebuilt, or made of refurbished materials unless expressly approved by REDGUARD in writing; (b) be free from all defects in design, workmanship, and materials, and be fit for the particular purpose for which they are intended; (c) meet all specifications and requirements of the Purchase Order; (d) conform to any sample or any specifications, drawings, or other description furnished to or adopted by REDGUARD; (e) be produced, fabricated, manufactured, sold, and delivered in compliance with all applicable state and federal laws; and (f) be free of all liens, claims, security interests, and encumbrances. Seller will assign to REDGUARD any manufacturer’s or other warranties applicable to the goods and will cooperate with and assist REDGUARD in the enforcement of any warranties passed through to REDGUARD, provided Seller will remain responsible for meeting and fulfilling all warranties under the Purchase Order. Seller will provide all necessary permits, certificates, material safety data sheets, and other documentation required with respect to the Goods or as may be specifically required by REDGUARD. Should any failure to conform to this warranty be discovered within eighteen (18) months from the date of initial operation and use, or within twenty-four

(24) months from the date of delivery, whichever occurs later, Seller will, as directed by REDGUARD, promptly repair or replace the defective Goods. These remedies will not constitute the sole remedies of REDGUARD but will be in addition to any rights or remedies available under applicable law.

Services – Seller will perform all Services as an independent contractor and will have sole responsibility for all payroll taxes, contributions payable under any applicable local, state, or federal law, workers’ compensation, and employee benefits associated with any of Seller’s employees providing the Services. Seller represents and warrants that (a) all Services will be performed in a good, safe, and workmanlike manner, in conformity with the highest industry standards, methods, and practices, including applicable environmental, health and safety laws, and that the Services will be free from defects in workmanship and be performed in strict compliance with all requirements of the Purchase Order; and (b) all Goods, if any, used in the performance of the Services will meet the warranty requirements stated above and will be free of all liens, claims, security interests, and encumbrances. Seller will, at its sole cost and expense, correct, re-perform, replace, repair, or otherwise remedy, as directed by REDGUARD, any Services or Goods that fail to conform to the foregoing warranty, and any resulting damage or corrective services caused as a result. These remedies will not constitute the sole remedies of REDGUARD but will be in addition to any rights or remedies available under applicable law.

4. Delivery, Shipping Terms, Inspection & Passage of Title

The shipping terms, risk of loss, and date of delivery will be specified in the Purchase Order. Should Seller fail to complete delivery of the Goods by the date specified, REDGUARD may, at its sole option and without any liability to Seller, refuse to accept and pay for any such Goods. The seller will provide written notice immediately to REDGUARD if any delay is foreseeable. REDGUARD will not be required to make any payment to Seller for any Goods shipped by Seller in advance of the specified shipping date until the date specified in the Purchase Order. Seller will pay all excess charges resulting from its failure to ship and route the delivery by the least expensive way or as instructed by REDGUARD and will reimburse REDGUARD for any excess charges paid by REDGUARD.

All Goods will be subject to inspection or verification by REDGUARD or its authorized representative at any time during the period of manufacture, prior to shipment, and at the delivery point, notwithstanding any prior payment, inspection, or delivery terms. REDGUARD and its authorized representatives will be permitted during normal business hours to have access to and visit Seller’s facilities or the facilities of any subcontractor or vendor, to inspect the Goods and to verify and determine whether the required standards of qualify and workmanship are being met by Seller. Inspection by REDGUARD or its authorized representative, failure of REDGUARD or its representative to make an adequate inspection, or acceptance by REDGUARD will in no event limit or discharge Seller of its obligations to comply with the Terms and Conditions and the specific terms of the Purchase Order. PAYMENT FOR ANY GOODS OR SERVICES BY REDGUARD WILL NOT BE DEEMED ACCEPTANCE. ALL RISK OF LOSS OR DAMAGE TO THE GOODS WILL REMAIN THE SELLER’S SOLE RESPONSIBILITY UNTIL THE GOODS ARE DELIVERED TO AND ACCEPTED BY REDGUARD AT THE DELIVERY POINT SPECIFIED IN THE PURCHASE ORDER UNLESS OTHERWISE AGREED IN WRITING BY REDGUARD AND SELLER.

Title to the Goods will pass to REDGUARD no later than the time of delivery provided that the passage of title will not prejudice either the right of REDGUARD to reject nonconforming Goods or any other right REDGUARD may otherwise have. In those cases where advances or progress payments have been made, title, but not risk of loss or damage, will pass to REDGUARD as soon as the Goods are identified to the Purchase Order. All Goods so identified will be adequately marked and recorded as being the property of REDGUARD.

Each package will be numbered and labeled with the Purchase Order number, contain an itemized packing list, and material safety data sheet, if applicable, and be properly packaged against damage and deterioration. No charges of any kind, including charges for inspection, packaging, crating, freight, express, or cartage will be allowed unless expressly specified on the face of the Purchase Order. Unless otherwise provided in the Purchase Order, all containers and packing supplied by Seller will be considered as non-returnable and the cost of the containers and packing will be included in the price.

5. Force Majeure

In the event of any act, delay, or failure to act by a federal, state, or local government, war conditions, civil unrest or political disturbances, fire, flood, or other natural disasters, an act of terrorism, labor or manufacturing troubles in any fabrication facility, or any other circumstances beyond the control of Seller or REDGUARD, should prevent, curtail, or delay the performance by Seller or REDGUARD of the provisions of the Purchase Order, then such non-performance or delay will not be considered a breach of the Purchase Order provisions and the affected party will be excused while such condition or circumstances and their consequences prevail, and the affected party’s time to perform will be extended accordingly.

6. Patent Infringement

Seller represents and warrants that the Goods and Services, including the use of any process or method, will not infringe any United States or other corresponding foreign patent. Seller will defend, indemnify, and hold harmless REDGUARD and its customers, and their respective affiliates, subsidiaries, officers, directors, agents, and employees, from and against all liability, claims, damages, costs, losses, and expenses, including reasonable attorney fees and court costs, related to or arising out of any infringement or alleged infringement of any patent rights with respect to the Goods and Services, including the use of any process or method by Seller, except for claims directly arising out of the use of any designs or drawings provided by REDGUARD to Seller.

7. Confidentiality & Ownership of Intellectual Property

Confidentiality and Nonuse – Seller acknowledges it has previously executed a Confidentiality and Nonuse Agreement (“Confidentiality Agreement”) with REDGUARD. Any cause of action arising out of or related to the Confidentiality Agreement will be exclusively adjudicated pursuant to the specific provisions of the Confidentiality Agreement. Nothing contained in these Terms and Conditions or the Purchase Order is intended in any way to modify, revise, or revoke any of the terms of the Confidentiality Agreement.

Ownership of Intellectual Property – Where development forms a part of the Goods to be provided or Services to be performed by Seller, the ownership of any invention, design, trade secret, or copyright arising from such development will be transferred to and become the sole property of REDGUARD. All written information, drawings, documents, materials, and other works subject to copyright protection prepared by Seller under the Purchase Order, or that relate directly to, or involve the use of Confidential Information, will be deemed "works made for hire" and the same will be the sole and exclusive property of REDGUARD, including any copyrights or other intellectual property rights associated with such works. Consultant will take all action necessary to convey all rights, titles, and interest in such works to REDGUARD. Seller will promptly disclose, grant, and assign to REDGUARD all rights, titles, and interests in and to any such invention, design, trade secret, or copyright. Seller will take all action necessary to convey all rights, titles, and interests in such works to REDGUARD and will assist REDGUARD in the filing and prosecution of patent applications or copyright filings. REDGUARD will reimburse Consultant for any out-of-pocket expenses associated with such assistance.

8. Indemnification

Seller will defend, indemnify and hold harmless REDGUARD and its customers, and their respective affiliates, subsidiaries, officers, directors, agents, and employees, from and against all liability, claims, damages, costs, losses, and expenses, including reasonable attorney fees and court costs, of any kind or nature from any party related to or arising out of (a) any breach of the Terms and Conditions and any specific terms of the Purchase Order; and (b) death, personal injury, or property damage resulting from any breach of warranty, defect, repair, or replacement with respect to any Goods provided and Services performed by Seller, except to the extent attributable to the gross negligence or willful misconduct of REDGUARD.

9. Insurance

Unless otherwise specified in the Purchase Order, for all Purchase Orders for Goods and/or Services in excess of

$5,000.00, Seller will maintain the following insurance coverage: (a) Comprehensive General Liability in the minimum amount of $1,000,000.00 per occurrence for bodily injury and property damage, including products liability, completed operations liability, and contractual liability covering Seller’s indemnification obligations; (b) Professional Liability in the minimum amount of $1,000,000.00 per occurrence; (c) Workers’ Compensation with limits as required by applicable state law; (d) Employer’s Liability in the minimum amount of $1,000,000.00 per occurrence; and (e) Automobile Liability in the minimum amount of $1,000,000.00 per occurrence. All policies will provide for a blanket waiver of subrogation. All policies other than the Workers’ Compensation policy will name REDGUARD as an additional insured. Prior to shipment of Goods or performance of Services pursuant to a Purchase Order, Seller will provide REDGUARD with a certificate of insurance evidencing the coverage required, including the waiver of subrogation and naming of REDGUARD as an additional insured, and will provide for a minimum of thirty (30) days advance written notice to REDGUARD of any cancellation or change in coverage. The required coverage will be primary and noncontributing to any insurance maintained by REDGUARD, and will not serve in any way to limit Seller’s liability to REDGUARD.

10. Consequential Damages

IN NO EVENT, WILL REDGUARD OR THE SELLER BE RESPONSIBLE FOR ANY LOST PROFITS OR OTHER ECONOMIC LOSS, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER ARISING UNDER WARRANTY, CONTRACT, NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY, INDEMNIFICATION, OR ANY OTHER CAUSE OR COMBINATION OF CAUSES WHATSOEVER.

11. Choice of Law, Arbitration & Venue

All disputes concerning the validity, interpretation and application of these Terms and Conditions and the Purchase Order will be governed by, interpreted under, construed and enforced in accordance with the laws of the State of Kansas, applicable to agreements made and to be performed wholly within the State of Kansas, without REDGUARD to other principles and choice of law, except to the extent the laws of United States shall apply. The parties disclaim any applicability of the United Nations Convention on the International Sale of Goods.

In the event of any dispute, controversy, claim, or disagreement arising out of or relating to the Purchase Order, or the breach thereof by either party, the parties will use their reasonable commercial efforts to resolve the matter as quickly as possible. To this effect, they will consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If the parties do not reach a solution within sixty (60) days, then upon written notice by either party to the other, the dispute, controversy, claim, or disagreement will be resolved and settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules (including the Optional Rules for Emergency Measures of Protection). A reasoned written award will be required and will be made within nine months of the filing of the notice to arbitrate and the arbitrator(s) will agree to comply with this schedule before accepting the appointment. The arbitrator(s) will have no authority to award consequential damages (as disclaimed in Section 10) or punitive damages to either party but will have the authority to award the payment of attorney fees and costs to the prevailing party. The award rendered will be final and binding on the parties. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration will be conducted in the English language in Wichita, Kansas, in accordance with the United States Arbitration Act. Seller expressly agrees it will not bring any claim, action, suit, or other legal proceeding pertaining to the Purchase Order, the Goods, and/or Services in any other forum or venue.

Any notice of dispute, controversy, claim, or disagreement or the submission of such dispute, controversy, claim, or disagreement to arbitration may be served upon the parties as provided for notices in Section 14. Delivery by mail service will have the same force and effect as personal service within the State of Kansas.

12. Termination

Termination for Convenience – REDGUARD may terminate the Purchase Order at any time by written notice to Seller, as specified in the notice. Payment for delivered Goods or Services performed at the time of termination will be made at the price specified in the Purchase Order. Any Goods that were not made-to-order or custom and designed and fabricated may be returned to Seller and a full refund will be provided to REDGUARD, less any standard restocking charge.

Termination for Default – REDGUARD may terminate this Purchase Order in whole or part by written notice of default to Seller, without any liability to Seller, if: (a) Seller fails to deliver or perform within the time specified or any written extension granted by REDGUARD; (b) Seller fails to make progress, which in the reasonable judgment of REDGUARD, endangers performance of the Purchase Order in accordance with its terms; (c) Seller fails to comply with any Terms and Conditions or any specific terms of the Purchase Order; or (d) a petition for bankruptcy is filed by or against Seller, a general assignment for the benefit of Seller’s creditors is entered into, a receiver is appointed with respect to the insolvency of Seller. Notice of termination will be effective as specified in the notice.

13. Non-Assignability

Neither party may assign their rights and obligations under any Purchase Order issued by REDGUARD without the prior written consent of the other party.

14. Notices

Any consent, agreement, or notice required or permitted to be given or made by one of the parties to the other party will be in writing and in the English language and will be delivered in person, by registered or certified mail, electronic mail, or by Federal Express (or other recognized international courier service requiring a signature upon receipt). Such notice will be effective upon receipt. Addresses and designated contact names will be set forth in the Purchase Order and such addresses and designated contact names may be modified from time to time, by written notice to the other party, given in an aforesaid manner.

15. Severability

It is intended that each provision of these Terms and Conditions and the specific terms of the Purchase Order will be viewed as separate and divisible and that in the event any provision is held to be invalid, the remaining provisions will continue in full force and effect.

16. Binding of Successors

The Purchase Order will be binding upon and inure to the benefit of the parties hereto and their heirs, successors, administrators, and assigns as herein provided.

17. Modification & Waiver

No change, modification, or waiver to any terms or scope of any order will be binding and valid unless it is accepted in writing and signed by both parties. No waiver of any of the provisions of these Terms and Conditions or the specific terms of the Purchase Order will be deemed or constitute, waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver.

18. Prior Agreements

The Purchase Order supersedes and replaces all prior agreements, representations and warranties, written or oral, with respect to the Goods or Services purchased under the Purchase Order. No course of dealing and no usage of trade will be relevant to determine the meaning of the Purchase Order even though the accepting or acquiescing party has knowledge of the performance and opportunity to object.

Sale of Equipment Terms & Conditions

1. Applicable Terms

All Proposals by RedGuard ("RedGuard"), all acceptances by RedGuard of Purchaser's orders (“Acceptance”), and all performance of services by RedGuard are submitted or made subject to these Standard Terms and Conditions for Sale of Equipment ("Terms and Conditions") and all specific terms and conditions set forth in the Proposal issued by RedGuard (the "Proposal").  “Equipment” is defined as all goods, including any SafetySuite™, RediSuite™, SiteBox™, and/or VersaBilt™ Building and associated equipment, supplied by RedGuard.  Technical advice or field services may also be provided by RedGuard, as described in the Proposal or separately; any technical advice or field services provided will be subject to these Terms and Conditions.  In the event of any conflict between the Terms and Conditions and the specific terms and conditions or the Proposal, the specific terms and conditions of the Proposal will control.  Purchaser by submission of a Purchase Order, acceptance of the Proposal, submission of initial payment required by the Proposal, or any other act in furtherance of requesting RedGuard to act in accordance with the Proposal, accepts and agrees to these Terms and Conditions, and waives any conflicting or additional provisions contained in Purchaser's forms.  Any provision, printed or otherwise, contained in any order, acceptance, confirmation, or acknowledgement issued by Purchaser that is inconsistent with, different from, or in addition to these Terms and Conditions is hereby expressly rejected by RedGuard and will not be considered as part of the agreement between Purchaser and RedGuard.  All references to "Purchaser" include the ultimate owner, if a different entity.   All Purchase Orders are subject to review and Acceptance by RedGuard prior to performing any work.

2. Representations of Purchaser

Purchaser represents and warrants to RedGuard, which representations RedGuard may rely upon, that (a) Purchaser's acceptance of the RedGuard Proposal is authorized by appropriate act of Purchaser and is executed by an individual authorized to bind Purchaser; (b) Purchaser intends to use the Equipment for a use permitted by law and as represented to RedGuard; (c) Purchaser is financially able to complete its obligations of payment of the full order price; and (d) Purchaser will adhere to recommendations and directions made by RedGuard for the storage, installation, maintenance, and use of the Equipment.

NOTICE:  The Equipment, technical data, and/or software included in the Proposal and Purchase Order will be provided in compliance with the laws and regulations of the United States.  Purchaser is responsible for obtaining all licenses, permits, or other approvals that may be necessary under the laws of the United States before any distribution, sale, transfer, or re-export of such items and correspondingly for ensuring that the end-user and end use of the Equipment, technical data, and/or software are permitted under United States law.  Re-export, diversion, transshipment, or use contrary to United States law is prohibited and is cause for cancellation of the Purchase Order.

3. Payments

RedGuard will invoice Purchaser and Purchaser will make all payments in accordance with the schedule set forth in the Proposal or as set forth in this Paragraph 3, whichever applies.  Where a specific date for payment is set, payment must be made on or before that date. Payment in full for each invoiced amount is a condition precedent to the performance of any further work by RedGuard.  Should Purchaser fail to make any payment as required, RedGuard, at its sole option, and without incurring any liability, may suspend its performance until such time as the overdue payment is made or RedGuard receives adequate assurances of performance from Purchaser.  All payments not made when due will bear interest at One and one-half percent (1.5%) per month, Eighteen percent (18%) per annum (or the highest rate permitted by law, if lower) beginning thirty (30) days after the date payment was due until paid.  Title to the Equipment will not be conveyed to Purchaser until RedGuard receives payment in full.  All risk of loss of or damage to the Equipment will transfer to Purchaser at the time the Equipment is delivered to the carrier in accordance with the delivery terms stated in the Proposal.

4. Additional Costs

If Purchaser requests certain changes to the scope of supply set forth in the Proposal which cause additional cost to RedGuard, such costs will be added to the price and invoiced to Purchaser.  Should the changes to the contracted scope of supply result in a delay, the originally agreed upon date of completion or readiness for shipment date will be extended accordingly.  Evaluation of requested changes will be paid for by Purchaser.  RedGuard will advise Purchaser of the time required for the evaluation of requested change(s).  Upon issuance of a change order request, Purchaser will advise RedGuard whether work in accordance with the Purchase Order will be suspended or continued during the change evaluation period.  Purchaser will pay RedGuard for such actual additional costs, including the RedGuard mark-up for overhead costs and profit. One and a half (1.5) hours of detention time is included in proposal transportation quote.  Any time spent on site after that time period will be billed at $75/half hour/truck.

5. Suspensions

In the event Purchaser suspends the performance of RedGuard or RedGuard suspends the performance due to Purchaser’s failure to fulfill its obligations (including by way of example only, Purchaser’s failure to timely return any documents submitted for its approval or for failure to make any payment when due), the completion date or ready to ship date and Purchase Order price will be equitably extended and increased taking into account the delay and costs resulting from such suspension.  Purchaser will promptly pay RedGuard for all costs, including costs related to removing Equipment from fabrication, storage, rescheduling, reconditioning, and restoring Equipment to fabrication, and related engineering, drafting, and overhead costs arising from such suspension.  RedGuard assumes no responsibility whatsoever for any delay or consequences related to or arising from restoring Equipment to fabrication.  Equipment held for Purchaser because of any suspension will be at Purchaser’s sole risk and expense.  Regardless of the reason for the suspension, if the suspension continues for one hundred twenty (120) days or more, then RedGuard has the right, at its sole option and discretion, to cancel the Purchase Order, and collect a cancellation fee which will include, but not be limited to, the costs of all RedGuard in-house services up to the point of cancellation, the costs of all buyouts committed by RedGuard up to the point of cancellation, overhead, and prorated profit based on percentage of job completed at the time of cancellation.

6. Proposal Price Limitations

All prices quoted, unless otherwise specified in the Proposal, do not include transportation charges, any federal, state, or local taxes (including, for example, sales or use taxes, VAT, GST, or transfer tax) or other governmental charges on labor or the production, shipment, importation, exportation, sale, installation, or use of the Equipment covered by the Proposal.  All such charges, whether or not paid by RedGuard, will be for the account of Purchaser and Purchaser agrees to pay all such charges.  All crating, packaging, and freight charges are to be paid by Purchaser unless otherwise specified in the Proposal.  All price quotes expire thirty (30) days from the Proposal date, unless otherwise specified in the Proposal, and may be withdrawn or modified by RedGuard at any time before acceptance by Purchaser.

7. Schedule of Work

Placement of an acceptable Purchase Order and payment of the first installment by Purchaser will release RedGuard to begin execution of the work in accordance with the Proposal.  The quoted price contemplates the continuous prosecution of the work required.  Purchaser will pay for all additional costs incurred by RedGuard resulting from Purchaser's delays, including, for example, failure to approve drawings promptly or to  the necessary releases to purchase materials, and to proceed with fabrication or shipment.  All delivery and completion dates, as specified in the Proposal are of critical importance; however, time will not be construed to be "of the essence".

8. Delayed Delivery

In the event goods are completed and Purchaser delays delivery, regardless of cause, RedGuard and Purchaser shall enter into a standalone Storage Agreement of which the tiered storage fee schedule as referenced in RedGuard’s Proposal shall apply.  Other fees may apply to RedGuard’s storage of Goods, including but not limited to, inspection, maintenance, insurance, utilities, etc.  Additionally, upon such delay, the warranty period specified in Section 10 herein shall automatically trigger and hereby be amended to start as of the date of RedGuard’s documented readiness for shipment date.  Should the delay continue beyond the current calendar year of the scheduled delivery date indicated in the applicable Purchase Order, title to the completed goods shall be transferred to Purchaser on the last date of the calendar year and all risk of loss shall simultaneously be assumed by Purchaser.

9. Force Majeure

In the event of any act, delay, or failure to act by a federal, state, or local government, war conditions,  civil unrest or political disturbances, fire, flood, severe weather, high winds, or other natural disaster, labor troubles, strikes, lockouts, governmental action, inaction, delay, or restriction, or act of terrorism, or any other circumstances beyond the control of RedGuard, should prevent, curtail or delay the performance by RedGuard, then such non-performance or delay will not be considered a breach, and RedGuard will be excused while such condition or circumstances and  its consequences  prevail, and the time for RedGuard to perform hereunder will be extended accordingly.

10. Cancellation

After placement of an acceptable Purchase Order, the Purchaser may cancel the order only upon written notice to RedGuard, which notice will be effective only upon actual receipt by RedGuard, and upon payment to RedGuard of reasonable cancellation charges to be specified by RedGuard, including but not limited to the cost to close out all purchase orders issued to subcontractors and vendors of RedGuard for materials and services, the value of all engineering and drafting services rendered by RedGuard at its billable rates in effect at the time of cancellation, including time associated with proposal preparation and close out of the job, and overhead expenses of RedGuard, and profit prorated based on the percent of job completion at time of cancellation.

11. Warranties of RedGuard

1. Materials and Workmanship: RedGuard warrants the Equipment to be supplied will be free from defects in workmanship and material at the time the Equipment is ready for shipment. Should any failure to conform to this warranty be discovered within one year from RedGuard’s documented readiness for shipment notification. RedGuard will, upon prompt notification thereof and provided the Equipment has been stored, installed, maintained, and operated in accordance with good industry practice and any specific recommendations and directions of RedGuard, correct such non-conformity by repair or replacement, at its sole option and discretion, of such defective item. RedGuard will not be responsible for costs of removal or installation of any item not supplied by RedGuard nor will RedGuard be responsible for any transportation costs or charges for any work performed by others without its prior written consent. If repairs or replacements under this warranty are performed on an overtime or multiple shift basis at the request of Purchaser, the cost of overtime premium pay, shift differential, related payroll burden and overhead, and non-productive manhours associated with such overtime or multiple shift work will be paid by Purchaser. Purchaser will further provide reasonable access to the Equipment at no charge to RedGuard. Fabricating methods will be to RedGuard standards unless deviations are clearly covered by Purchaser specifications provided at the time of inquiry and prior to the issuance of the Proposal, and such specifications are expressly accepted by RedGuard as stated in the Proposal. Purchaser inspection procedures or requirements, if any, must be included in the inquiry received from Purchaser to be fully considered and included in the Proposal. With regard to Equipment to be supplied hereunder, commodity goods such as, for example, rotating equipment, manual valves, and instruments, RedGuard will obtain the manufacturer's warranty, will pass the warranty through to Purchaser, and will use reasonable commercial efforts (excluding litigation) to assist Purchaser in requiring the manufacturer to fulfill the obligations of its warranty. All rights under the manufacturer's warranty will be assigned to Purchaser to facilitate Purchaser’s direct contact with the manufacturer. Purchaser may assert and enforce at Purchaser’s own expense any and all rights and claims it may have against the manufacturer.
2. Performance: No performance warranty will be given on the Equipment unless expressly stated in the Proposal. Compliance with the performance warranty, if applicable, will be determined and confirmed by Purchaser in the presence of representatives of RedGuard in accordance with the Performance Test Protocol specified in the Proposal. Unless otherwise expressly stated in the Proposal, if the Equipment fails to meet the performance warranty, Purchaser's sole and exclusive remedy will be for RedGuard to make such alterations to the Equipment, as necessary, to meet the performance warranty. The performance warranty, if applicable, will expire on its own terms if a Performance Test is not conducted within one hundred twenty (120) days of installation or six (6) months after the documented ready to ship date, whichever occurs first.  Once the Equipment meets the requirements of the Performance Test, the performance warranty will be fulfilled and met, notwithstanding any subsequent non-performance, and RedGuard will have no further obligation to Purchaser regarding the performance warranty.
3. A separate SafetySuite™, RediSuite™, and/or VersaBilt™ Buildings Warranty may be provided and attached to these Terms and Conditions which will be applicable to any SafetySuite™, RediSuite™, and/or VersaBilt™ Building purchased from RedGuard. The separate SafetySuite™, RediSuite™, and/or VersaBilt™ Building Warranty will override the warranty provided in these Terms and Conditions.
4. The foregoing warranties are void ifi. Purchaser or any entity other than RedGuard performs any repair or modifications to the Equipment without the prior written consent or approval of RedGuard.ii. Through discovery of the cause for such warranty claim RedGuard has identified that the Purchaser or any other entity did not follow the appropriate protocols in accordance with good industry practice and specific recommendations and directions of RedGuard relevant to, but not limited to, the installation, maintenance and operation of the Equipment or if through discovery the warranty claim is arisen from the negligent acts of Purchaser or any other entity.

   iii. Purchaser fails to notify RedGuard of warranty claim in a timely manner, not to exceed 30 days.

5. Correction of any non-conformance, in the manner provided above, will satisfy all obligations of RedGuard under this warranty with respect to the Equipment.

12. Limitation of Liability

1. EXCLUSION OF WARRANTIES: EXCEPT FOR THE EXPRESS WARRANTY PROVIDED HEREIN, REDGUARD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT, AND ANY RELATED TECHNICAL ADVICE OR FIELD SERVICES PROVIDED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
2. EXCLUSION OF CONSEQUENTIAL DAMAGES: IN NO EVENT, WILL REDGUARD BE RESPONSIBLE FOR ANY LOST PROFITS OR OTHER ECONOMIC LOSS, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER ARISING UNDER WARRANTY, CONTRACT, NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY, INDEMNIFICATION, OR ANY OTHER CAUSE OR COMBINATION OF CAUSES WHATSOEVER.
3. Dollar Limitation: Any liability of RedGuard OR its SUBCONTRACTORS OR VENDORS with respect to any contract, or anything done in connection HEREwith, or from the MANUFACTURE, SALE, DELIVERY, RESALE, INSTALLATION, technical advice or field services regarding the storage, installation, commissioning, start-up assistance, optimization, operation, use, maintenance, repair OR REPLACEMENT of any equipment, whether ARISING UNDER WARRANTY, contract, negligence, GROSS NEGLIGENCE, strict liability, INDEMNIFICATION, or ANY OTHER CAUSE OR COMBINATION OF CAUSES WHATSOEVER, WILL not exceed ONE HUNDRED PERCENT (100%) of THE purchase ORDER price.
4. Exclusive Remedy: The remedies of Purchaser are exclusive. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FUNDAMENTAL BREACH OR FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. PurcHaser’s remedies are limited to the remedies stated herein and these remedies shall not fail OF their essential purpose because PURCHASER is limited to the exclusive remedies provided herein.
5. Provisions applicable to Owner: In the event Purchaser and Owner are different parties, the following will apply: (1) Purchaser will obtain from Owner, in favor of RedGuard, an agreement that Owner will be bound by the remedies extended herein; if Purchaser does not do so, Purchaser, will indemnify RedGuard from and against all liability, damages, costs, losses, or expenses, including reasonable attorney fees, in excess of those remedies provided for herein. (2) Purchaser will obtain from Owner, in favor of RedGuard, its subcontractors and vendors, a release from consequential damages to the extent stated herein; or if Purchaser does not do so, Purchaser will indemnify and hold harmless RedGuard from and against all liability, damages, costs, losses and expenses, including reasonable attorney fees, resulting from Owner's consequential losses of any nature.
6. Subrogation Rights: Purchaser and Owner/User hereby waive the subrogation rights of their respective property damage and business interruption/extra expenses insurers in favor of RedGuard and its subcontractors. All liability of RedGuard and its subcontractors for damage to the property of Purchaser will be subject to the limitations herein and limited to occurrences prior to the expiration of the warranty period.

13. Patent Defense and Non-Liability; Purchaser Indemnity

1. RedGuard will defend, using counsel of its own choosing and having sole discretion and control over the conduct of such defense, and indemnify any suit instituted against Purchaser for infringement of a United States patent issued prior to the date of the Proposal, relating to any Equipment provided by RedGuard, provided the alleged infringement arises only from the use of such Equipment by itself and not in combination with other devices, and provided Purchaser gives RedGuard immediate notice in writing of any claim of the infringement or institution of any suit, permits RedGuard to defend such suit and furnishes all needed information, assistance, and authority to enable RedGuard to do so.  In case of a final award of damages in any such suit RedGuard will pay such award, but will not be responsible for any settlement by Purchaser made without RedGuard's written consent.  Notwithstanding the foregoing, RedGuard will have the right to cure any alleged infringement at its option by (i) acquiring a nonexclusive license for Purchaser to continue to use the Equipment, (ii) supplying a modified designs, additional or alternate Equipment parts for the modification of the infringing Equipment to avoid infringement, (iii) refunding that portion of the price received by RedGuard for the infringing Equipment and abandoning the infringing Equipment, or (iv) taking such other action that permits Purchaser to continue to use the Equipment.  RedGuard will not be liable for any other out-of-pocket or other expenses of Purchaser in connection with the defense of a patent infringement claim or with the cessation of use of the design.  This indemnification does not apply to any liability for infringement (x) of any method patent where the Equipment is used with other devices or required by Purchaser or any third party for carrying out a process resulting in a combination of steps which is deemed to infringe a method patent or patent directed to a combination of steps, (y) the Equipment is modified by Purchaser, or (z) the Equipment is used in a manner different than the use communicated to and understood by RedGuard at the time the Equipment was sold and such use constitutes infringement.
2. Purchaser will indemnify and hold harmless RedGuard, any subsidiary or affiliated entities, their officers, directors, agents and employees from all claims, suits, loss, liability or expense, including reasonable attorney fees and disbursements, arising out of or in connection with any claim of infringement made by others with respect to Equipment manufactured in accordance with designs or specifications furnished or required by Purchaser. Purchaser will indemnify RedGuard from any suit or proceeding brought against RedGuard by any third party based on claims resulting from exceptions (x), (y), and (z) as stated in Section 12(a) above.

14. General Indemnity

Purchaser will indemnify and hold harmless RedGuard from and against all liability, damages, costs, losses, and expenses, including reasonable attorney fees, of any kind claimed by any third party (including employees of Purchaser), including liability, damages, costs, losses, and expenses attributable in part to the negligence of RedGuard, and which arise out of or relate to the storage, installation, commissioning, start-up, optimization, operation, use, maintenance, repair or replacement of the Equipment following shipment, except to the extent caused by the sole negligence of RedGuard.

15. Project Documents

Any drawings, sketches, or other documents furnished by RedGuard, including the Proposal, are strictly for the stated one time use of Purchaser and/or Owner as stated in the Proposal. The Proposal and all information contained in such documents are proprietary to RedGuard.  Purchaser will keep all information relating to the Equipment in strictest confidence.  Neither Purchaser nor Owner may copy, publish, or otherwise disseminate the Proposal or any drawings, sketches, or other documents furnished by RedGuard or their contents nor provide any other information relating to the Equipment or the Proposal to any other party without the prior written permission of RedGuard.

16. Intellectual Property

Purchaser  acknowledges that any and all inventions, discoveries, improvements, or creations which RedGuard or its subcontractors may conceive of or make in the performance of the Purchase Order, whether individually or jointly with others, shall be the sole and exclusive property of RedGuard.

Except for the storage, installation, use, operation, maintenance, and inspection of the Equipment, Purchaser may not copy, publish, or otherwise disseminate the proposal or any drawings, sketches, or other documents or their contents, or provide any other information relating to the Equipment or the Proposal to any other party without the prior written permission of RedGuard.  Purchaser may not use the drawings, sketches, or other documents furnished by Supplier to replicate, manufacture, or have fabricated any of the Equipment.  Replicate, manufacture, and fabricate in the context of this paragraph relates to installation of additional, identical goods outside of the application and site for which a Purchase Order is issued. The information contained in the Proposal is proprietary to RedGuard and shall not be reproduced or disclosed in whole or in part or used for any purpose except when such user possesses direct written authorization from RedGuard.

17. Choice of Law

All disputes concerning validity, interpretation, and application of these Terms and Conditions, will be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of Kansas, applicable to agreements made and to be performed wholly within the State of Kansas, without regard to other principles and choice of law, except to the extent the laws of United States shall apply. The parties disclaim any applicability of the United Nations Convention on the International Sale of Goods.  In the event any dispute, controversy, claim, or disagreement arising out of or relating to the Purchase Order issued by Purchaser, or the breach thereof by either party, the parties will use their reasonable commercial efforts to resolve the matter as quickly as possible.  To this effect, they will consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties.  If the parties do not reach a solution within thirty (30) days, then upon written notice by either party to the other, the dispute, controversy, claim, or disagreement will be resolved and settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules (including the Optional Rules for Emergency Measures of Protection). One arbitrator will be appointed by the parties in accordance with the American Arbitrations Association’s rules.  A reasoned written award will be required and will be made within nine months of the filing of the notice to arbitrate and the arbitrator will agree to comply with this schedule before accepting appointment.  The arbitrator will have no authority to award consequential damages (as disclaimed in Section 11) or punitive damages to either party, but will have the authority to award the payment of attorney fees and costs to the prevailing party.  Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  The arbitration will be conducted in English language in Wichita, Kansas, in accordance with the United States Arbitration Act.

Any notice of dispute, controversy, claim, or disagreement or the submission of such dispute, controversy, claim, or disagreement to arbitration may be served upon the parties by delivering or mailing the same, via registered or certified mail, addressed to the party at the address provided herein for notices.  Delivery by mail service will have the same force and effect as personal service within the State of Kansas.

18. Default and Remedies

A default by Purchaser includes, for example, Purchaser’s failure to make any payment on time, failure to act in a reasonable time to approve RedGuard's submission or to make such information, documents or other aspect available as required by RedGuard, breach of any provision of the Proposal, or Purchaser enters bankruptcy or receivership.  Upon default by Purchaser, the obligations of RedGuard will terminate completely and automatically.  All amounts due RedGuard under the Proposal will be immediately due and payable.  In addition, Purchaser will be responsible for all costs and expenses incurred by RedGuard as a result of exercising its rights, including reasonable attorney fees, court costs, and collection costs.

19. Non-Assignability

Neither party may assign their rights and obligations under any Purchase Order issued by Purchaser without the prior written consent of the other party.

20. Notices

Any consent, agreement, or notice required or permitted to be given or made by one of the parties hereto to other party will be in writing and in the English language and will be delivered in person, United States Postal Service, email, or by Federal Express (or other recognized international courier service requiring signature upon receipt), and receipt is verified.  Such notice will be effective upon receipt.  Addresses and designated contact names will be set forth in the Purchase Order and such addresses and designated contact names may be modified from time to time, by written notice to the other party, given in the aforesaid manner.

21. Severability

It is intended that each provision of these Terms and Conditions will be viewed as separate and divisible, and that in the event any provision is held to be invalid, the remaining provisions will continue in full force and effect.

22. Binding Upon Successors

These Terms and Conditions will be binding upon and inure to the benefit of the parties hereto and their heirs, successors, administrators, and assigns as herein provided.  No third party is nor will be construed as a beneficiary of any provision of the Proposal, the Purchase Order, or these Terms and Conditions, or any Equipment provided by RedGuard.

23. Modification and Waiver

No change, modification, or waiver to any terms or scope of any order will be binding and valid unless it is accepted in writing and signed by an authorized representative of RedGuard.  No waiver of any of the provisions of the Purchase Order, the Terms and Conditions, or the Proposal will be deemed or constitute, waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver.

24. Prior Agreements

These Terms and Conditions supersede and replace all prior agreements, representations and warranties (including without limitation, implied warranties of merchantability or fitness for a particular purpose), written or oral, with respect to the Equipment to be provided by RedGuard.

25. Captions

The captions set forth herein are for convenience only and have no binding effect nor will they be considered in interpreting these provisions.

DECEMBER 2024

SiteBox Terms & Conditions

Rent

SiteBox Storage, a division of RedGuard, LLC (“SiteBox”). There shall be a one (1) month (4 week term) initial minimum charge that includes the first month’s rent, delivery and pickup of the SiteBox unit. All subsequent monthly rental periods will be invoiced in full (1) month (4 week term) increments. If the SiteBox unit is not called off rent by the end of a current (1) month term, then an additional full month’s rental (4 week term) will be invoiced to customer. An additional pick-up fee shall be charged and rent shall be reinstated should Customer request pick-up of the unit(s) and SiteBox, is unable to perform the pick-up due to Customer negligence in not removing the contents or access to the unit(s) is blocked or denied. Customer by submission of a Purchase Order, acceptance of the Proposal, submission of initial payment required by the Proposal, or any other act in furtherance of requesting SiteBox to act in accordance with the SiteBox Proposal, accepts and agrees to these Terms and Conditions, and waives any conflicting or additional provisions contained in Customer's forms. Any provision, printed or otherwise, contained in any order, acceptance, confirmation, or acknowledgement issued by Customer that is inconsistent with, different from, or in addition to these Terms and Conditions is hereby expressly rejected by SiteBox and will not be considered as part of the agreement between Customer and SiteBox. All Purchase Orders are subject to review and Acceptance by SiteBox Storage prior to performing any work.

Late Payments

All payments not made when due will bear interest at One and one-half percent (1.5%) per month, Eighteen percent (18%) per annum (or the highest rate permitted by law, if lower) beginning thirty (30) days after the date payment was due until paid. Should Customer fail to make any payment as required, SiteBox, at its sole option, and without incurring any liability, may, upon reasonable notice to Customer, enter the premises where the SiteBox unit is located (including on the premises of any third party) and remove the SiteBox Building from the premises. In such an event, all remaining lease payments will be immediately due and payable to SiteBox. In the event Customer defaults on payment of rent when due, the customer has ten (10) days from the date of notice to either (1) pay account in full; or (2) commence payment according to mutually agreed upon plan to bring Customer’s account current. SiteBox retains the right to lock the unit(s) until all rent is paid in full or an agreement is reached to bring Customer account current. If after 45 days Customer has not paid in full or commenced paying according to a mutually agreed upon plan to bring Customers current, Customer shall be regarded as in default, and SiteBox shall retain the right to repossess the unit(s) and seek all legal remedies available to it by law. The unit will be locked as a result of Customer’s failure to pay rent to SiteBox for the continued use of the unit(s). Any attempt to cut the lock or remove the contents of this unit(s) will violate the terms of this agreement. To resolve the issue, Customer must contact SiteBox Accounts Receivable department at (855) 733-4827 for additional information. Customer will be obligated to pay reasonable costs of collection including but not limited to, court costs, attorney fees and collection agency fees, except that such costs of the collection: (1) May not include costs that were incurred by a salaried employee of the creditor or its assignee; (2) may not include the recovery of both attorney fees and collection agency fees; and (3) shall not be in excess of 15% of the unpaid debt after default. In the event of default and during reasonable business hours SiteBox shall retain the right to access the property where the units are located which shall include but is not limited to cutting locks off to enter without any liability whatsoever. Reasonable efforts will be made to make any contents stored in repossessed units available to Customer if Customer pays the account in full. SiteBox shall retain the option to dispose of contents how it sees fit. Any proceeds from the sale of the contents shall offset any amount owed to SiteBox, and amounts exceeding the amount owed will be returned to Customer, less fee, and expenses incurred by SiteBox in storing and disposing of such contents.

Default and Remedies

A default by Customer includes, for example, Customer’s failure to timely pay SiteBox invoices within stated Order terms, or by neglecting payment for a period of 45 days after payment is due, modifying the SiteBox unit Building, failure to notify SiteBox of any damage to the SiteBox unit within 48 hours of the damage, relocating the SiteBox unit or removing the SiteBox unit from the specified location, failure to maintain the SiteBox unit, breach of any provision of the Purchase Order, Terms and Conditions, or the Proposal, or Customer enters bankruptcy or receivership. Upon default by Customer, the obligations of SiteBox will terminate completely and automatically. All amounts due SiteBox under the Proposal will be immediately due and payable. In addition, Customer will be responsible for all costs and expenses incurred by SiteBox as a result of exercising its rights, including reasonable attorney fees, court costs, and collection costs.

Representations/Warranties

Customer has inspected the unit(s) and the units are found to be satisfactory for its intended use and purpose. Customer warrants the unit(s) shall be used for legal purposes and be in compliance with all local, State and Federal laws.

Representations/Warranties/Ownership of SiteBox

SiteBox represents and warrants herein as follows: SiteBox is owner of the unit(s) subject of this Lease Agreement herein and has the right to lease the unit(s) to Customer.

Condition

SiteBox agrees to deliver unit(s) in usable condition and the same condition as per inspection of Customer. Customer agrees to provide a level, stable pad.

Sub-Leasing of Units

Should Customer elect to sub-lease any unit(s), Customer expressly agrees that these SiteBox Storage Terms and Conditions will govern any sub-lease. Furthermore, Customer expressly agrees that all liability and risk of loss for sub-leased unit(s) remains with Customer at all times during a sub-lease.

Cancellation

After placement of an acceptable Order, the Customer may cancel the order only upon written notice to SiteBox, which notice will be effective only upon actual receipt by SiteBox. In the event of cancellation, Customer will be required to pay SiteBox a cancellation charge equal to fifty percent (50%) of the remaining lease term stated in the Sitebox Quote, plus all costs associated with modifications, staging, and transportation arranged for the delivery of the SiteBox Unit(s) to Customer, and the cost to close out all purchase orders issued to subcontractors and vendors of SiteBox for materials, services, and transportation related to the Unit(s).

Responsibility of Cargo

At all times during the term of lease, cargo stored in unit(s) shall be the sole responsibility of Customer. This includes, but is not limited to, damage caused to contents by water, power outages, and environmental damage caused by the contents to any premises. SiteBox shall not be responsible for damage to contents of unit(s) caused by leaks in structure of unit(s). Furthermore, if Customer requests SiteBox to move or transport the unit(s) anywhere and from time to time, it is the expressed and unequivocal intention and agreement of Customer that the Customer shall hold harmless SiteBox from any liability, damages, and/or loss to contents resulting from Customer’s negligent acts.

Care and Maintenance of Unit

Customer shall at its own cost and expense take good and proper care of the unit(s) including but not limited to routine maintenance in order to keep the unit(s) in the same condition as when received. Prior to termination of this agreement, Customer shall dispose of contents remaining in the unit(s) to empty and clean the unit(s). Customer shall be responsible for any and all charges incurred by SiteBox to dispose of contents remaining in unit(s) or the cleaning of unit(s) should Customer fail to do so plus an additional handling fee of $500. The Customer shall be responsible for any and all damage, including floors, walls and/or ceiling sustained to the unit(s) while said unit(s) are in its possession and shall pay to SiteBox the value of the unit(s) or any part thereof that may be damaged, modified, stolen, or destroyed while in the care, custody and control of the Customer. Customer is prohibited from undertaking any modification to a SiteBox unit, including the removal or covering of SiteBox signage and/or markings.

Care and Maintenance of Trailer

In the event a trailer is rented and is in need of service, repair or maintenance, Customer shall immediately contact SiteBox Storage Service Department at (844)744-3578 or (316)247-5860 and arrange such service, repair, or maintenance. This would include but is not limited to doors, flat or blown tires, hydraulic hoses, DOT Inspections, service or damage to sidewall, undercarriage including axles.

Delivery/Relocation

The Customer agrees to be present at time of delivery. Should Customer or Customer representative not be present for any delivery or relocation then SiteBox shall set the unit(s) down at the most convenient location at its discretion. Customer agrees and understands that only SiteBox shall authorize the relocation of the unit(s) under this Lease. With 48 hours’ notice from Customer, SiteBox and Customer shall make mutual arrangements to relocate any unit(s) either within the current location or to a new address. ALL UNITS MUST BE RELOLOCATED BY SITEBOX, NO EXCEPTIONS. Customer agrees to sign any and all paperwork needed by SiteBox for the relocation. Unit(s) should be empty and prepared for relocation. SiteBox will not be liable for any damages to cargo left in unit(s) while being relocated. This Lease Agreement shall be fluid and move with the relocation of the unit(s) and will be assigned a new Transaction number by SiteBox if applicable. Customer shall give instructions for placement of unit(s). Should the unit(s) need to..be relocated for any reason, Customer agrees to pay an additional fee to be determined. In the event Customer makes an unauthorized relocation of any unit(s) to a new address and unit(s) are damaged, Customer shall be charged for the full amount of repair to the damaged unit(s) along with the monthly rental fee owed or in the case of unit being lost or stolen Customer shall pay immediately to SiteBox the new market value of the Unit(s) in addition to any other remedies allowed to SiteBox by law. One (1) hour of detention time is included in SiteBox transportation quote. Any time spent on site after that time period will be billed at $75/half hour/truck. All delivery and completion dates, as specified in the Proposal are of critical importance; however, time will not be construed to be "of the essence".

Indemnification/Disclaimer

SiteBox makes no warranty of any kind, express or implied, including, but not limited to, the merchantability or fitness for any particular purpose of any unit(s) covered by this lease. Sitebox shall not be liable for loss of Customer's profits or business, loss or damage to cargo, driver's time, attorney’s fees, or any indirect, special, or consequential damages. Customer agrees to indemnify and hold harmless Sitebox for any injury and/or loss resulting from its own negligence in which any damage to Customer employees, property, or any third party, is incurred during the duration of this Lease Agreement or from the time of delivery through pick up of the unit(s), whichever is longer.

Mutual Agreement of Customer and SiteBox

It is mutually agreed by and between the Customer and the Sitebox that none of the terms or conditions herein shall in any manner be altered, waived or abandoned, except by written agreement of Sitebox and Customer, and no delay by Sitebox in enforcing any of its rights hereunder shall be deemed as a waiver of such rights, nor shall a waiver by Sitebox of Customer defaults be deemed a waiver of any other subsequent fault. No agreement, verbal or otherwise, made by any representative of Sitebox be binding upon Sitebox or the Customer, unless the same be reduced to writing and approved by an authorized representative of Sitebox. Should the Customer cease to exist, become bankrupt, or make assignment for the benefit of creditors, its legal representatives in such case shall succeed in all rights and duties of the Customer under this Lease, but nothing herein shall confer any beneficial interest in the property subject of this Lease. SiteBox shall pick up unit(s) upon receiving notice of the above.

Assignment

It is understood and agreed this Lease shall not be assigned without the expressed written consent of the SiteBox, which can be withheld. Customer must provide SiteBox with advance written notice of its desire to assign the Lease. If SiteBox approves and Assignee qualifies in the sole discretion of the SiteBox, SiteBox shall commence a new transaction with Assignee. Customer shall remain responsible for all unit(s) until Assignee has consummated a new transaction with SiteBox and Customer shall be responsible for all rents up to the day the new transaction with Assignee commences. Any assignment shall be solely at the discretion of SiteBox.

Benefit

All of the terms of this Agreement shall be binding upon and insure to the benefit of and be enforceable by the legal representatives of the parties and the heirs, successors and assigns of SiteBox and the heirs, successors and assigns of Customer.

Severability

If for any reason any provision hereof shall be determined to be invalid or unenforceable, the validity and the effect of the other provisions thereof shall not be affected thereby.

Situs

This Agreement shall be construed and interpreted in accordance with the laws of the State of Kansas. Venue for any litigation shall lie exclusively in Sedgwick County, Kansas.

Counterparts

This Agreement may be executed simultaneously in more than one (1) counterpart, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A copy of this agreement has been given to the Customer at the time of signing hereof.

Entire Agreement

This instrument contains the entire transaction between the parties hereto to the transaction contemplated, unless modified by mutual consent of both parties by and “Exhibit A” if applicable. No oral representations have been made between the parties.

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SPECIAL TERMS FOR REFRIGERATED UNITS

Use and Operation

Prior to delivery, the unit temperature range will be set by SiteBox per the customer requirements. Any future change in temperature requirements must be performed by SiteBox Service. Customer warrants that: (a) The equipment shall not be operated by any person other than agents and employees of customer, each warranted to be a careful, dependable operator not operating under the influence of drugs or alcohol; (b) Customer shall use equipment for storage purposes only and shall use the equipment for the purpose for which it is designed, in a careful and proper manner; (c) Customer is responsible for monitoring the equipment on a daily basis to ensure that it is operating in the manner that it was intended and will notify SiteBox without delay of any mechanical problems. Failure to adhere to a, b, or c, will be regarded as negligence on the part of the Customer.

Maintenance and Repairs

(a) At the end of the first 120 days of this rental agreement SiteBox will inspect and perform maintenance on the refrigeration unit in accordance and compliance with the refrigeration manufacturer’s recommendations to ensure that it operates properly; (b) In the event that the refrigeration unit malfunctions, SiteBox shall repair the unit at its expense, in a prompt and timely manner, with all due consideration to the parts needed to make the necessary repairs and the availability of an authorized refrigeration mechanic; (c) In the event that a repair is needed because of the Customer’s failure to operate the equipment properly, then the Customer will be responsible for the repair cost. In all cases, SiteBox will not be liable for any damage to cargo.

Insurance

Customer shall keep the equipment insured against all risks or loss or damage from every cause whatsoever for not less than the full replacement value thereof as determined by SiteBox; and shall carry public liability and property damage insurance covering the equipment. The proceeds of such insurance, at the option of SiteBox, shall be applied (a) towards the replacement, restoration, or repair of the equipment, or (b) towards payment of the obligations of Customer hereunder.

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Terms of Purchase

 

Purchase Shipping, Transportation and Payment

A customer may elect to use SiteBox Storage as its transportation provider for any purchased units. Cost of transportation will be quoted by the SiteBox Storage sales person.
Customers, or their representatives, may enter SiteBox Storage’s premises for purposes of picking up purchased units during normal business hours or by appointment.

SiteBox Storage may assist with loading of purchased units on customer’s (or their representative’s) truck or trailer. However, SiteBox Storage is not responsible for determining or warranting the fitness of any particular mode of transportation for its units. SiteBox Storage will not be responsible for any damage or legal infraction caused as a result of using inadequate equipment or misuse of adequate transportation equipment, inadequately secured loads, etc.

Whether the customer picks up purchased units or elects to have SiteBox Storage deliver them, the customer is solely responsible for any necessary site preparation for where the purchased units will be placed and/or used. This includes any necessary access route to and from the site where the unit will be placed. SiteBox Storage is not responsible for any safety or fitness factors not listed here, but some factors the customer may want to consider include: (a) level surface for placement or use of unit, and (b) Adequate road, driveway, or other surface for heavy vehicle access to site, and (c) the Presence of overhead wires. All units sold by SiteBox Storage are sold on an “as is” basis. No warranty applies to these purchases. The customer may use photos of listed units to judge their suitability prior to purchase, or the customer may enter SiteBox Storage’s premises to inspect prior to purchase. Once a unit is purchased, the sale is final.

SiteBox Storage will attempt to accurately represent the listed units through photos on this website. However, lack of website photos or any issues that were not discernible through website photos will not be a reason for rejection of purchased units by the customer. Each customer has the ability to physically inspect unit(s) before purchase, and is encouraged to do so.

Purchased units (and transportation services, if applicable) must be paid in full prior to any unit leaving SiteBox Storage’s premises. SiteBox Storage will accept payment by mail (check or money order), or through this website, via credit card or bank account EFT. For payments by mail, SiteBox Storage must have received check or money order prior to any purchased units leaving its premises.

Make all checks payable to:

SiteBox Storage
PO Box 733895
Dallas, TX 75373-3895