GENERAL TERMS AND CONDITIONS FOR THE SALE OF GOODS AND SERVICES

1.              Definitions.

(a)            “Goods” means the plastic crates, dollies, and related items provided by Seller to Buyer for rental or, if expressly agreed in writing, for sale. Unless otherwise specified, all references to “Goods” in these Terms refer to items provided for temporary rental, not sale.

(b)            “Nonconforming Goods” means Goods that (i) are not the type or quantity identified in the Buyer’s purchase order, or (ii) are materially damaged or unusable upon delivery.

(c)            “Services” means the provision of the Goods to the Buyer for use in connection with moving.

2.              Applicability.

(a)            These terms and conditions of sale (these “Terms”) are the only terms that govern the sale of the Goods and Services by Crate & Relocate LLC (“Seller”) to the buyer identifiable in connection with these Terms (“Buyer”).

(b)            The accompanying receipt/invoice (the “Sales Confirmation”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer's general terms and conditions of purchase, regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms.

(c)            Notwithstanding anything to the contrary contained in this Agreement, Seller may, from time to time change the Services without the consent of Buyer provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Sales Confirmation.

3.              Delivery of Goods and Performance of Services.

(a)            The Goods will be delivered within a reasonable time after the receipt of Buyer's purchase order, subject to the availability of the Good and the Buyer’s scheduled drop-off time. Seller is not liable for any delays, loss, or damage in transit. Unless otherwise agreed in writing by the parties, Seller shall deliver the Goods to the delivery address provided by the Buyer (the “Delivery Point”) using Seller's standard methods for packaging and shipping such Goods. Buyer shall take delivery of the Goods once the Goods have been delivered to the Delivery Point. Delivery of the Goods shall be made FOB Delivery Point. Seller shall use reasonable efforts to meet any performance dates and times to render the Services specified in the Sales Confirmation, and any such dates shall be estimates only.

(b)            Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer's purchase order.

(c)            With respect to the Services, Buyer shall (i) cooperate with Seller in all matters relating to the Services and provide such access to Buyer's premises, and such office accommodation and other facilities as may reasonably be requested by Seller, for the purposes of performing the Services; (ii) respond promptly to any Seller request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Seller to perform Services in accordance with the requirements of this Agreement; (iii) provide such customer materials or information as Seller may request to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects; and (iv) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.

(d)            It is the Buyer’s responsibility to be present during scheduled delivery and pickup times, or otherwise make the Delivery Point suitable for delivery and pickup of the Goods. If Buyer is not present at the Delivery Point at the time of delivery or pickup,  the Seller retains the right to charge Buyer a $50 late fee to the payment method on file. Any rescheduling of the deliver must comply with Section 9 below. Should the Buyer decide to purchase any Good at or prior to the pickup time, the Buyer should notify the Seller or employee of the Seller picking up the crates at the end of their contract and the Seller will charge the cost of the crate to the payment method on file.

4.              Non-Delivery.

(a)            The quantity of any installment of Goods as recorded by Seller on dispatch from Seller's place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary.

(b)            Seller shall not be liable for any non-delivery of Goods (even if caused by Seller's negligence) unless Buyer gives written notice to Seller of the non-delivery within twenty-four (24) hours of the time when the Goods would in the ordinary course of events have been received.

(c)            Any liability of Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered.

(d)            Buyer acknowledges and agrees that the remedies set forth in Section 3 are Buyer's exclusive remedies for any non-delivery of Goods.

5.              Quantity. If Seller delivers to Buyer a quantity of Goods of up to 5% less than the quantity set forth in the Sales Confirmation, Buyer shall not be entitled to object to or reject the Goods or any portion of them by reason of the surplus or shortfall and shall pay for such Goods the price set forth in the Sales Confirmation adjusted pro rata.

6.              Title and Risk of Loss. Title to Goods provided for rental remains at all times with Seller. Risk of loss passes to Buyer upon delivery of the Goods at the Delivery Point and remains with Buyer until the Goods are returned to Seller. Title to any Goods purchased by Buyer passes upon payment in full and delivery.  

7.              Buyer's Acts or Omissions. If Seller's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Buyer or its agents, subcontractors, consultants, or employees, Seller shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Buyer, in each case, to the extent arising directly or indirectly from such prevention or delay.

8.              Inspection and Rejection of Nonconforming Goods.

(a)            Buyer shall inspect the Goods within 1 (one) day of receipt (“Inspection Period”). Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as required by Seller.

(b)            If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. If Seller exercises its option to replace Nonconforming Goods, Seller shall, after receiving Buyer's shipment of Nonconforming Goods, ship to Buyer, at Buyer's expense and risk of loss, the replaced Goods to the Delivery Point.

(c)            Buyer acknowledges and agrees that the remedies set forth in Section 8(b) are Buyer's exclusive remedies for the delivery of Nonconforming Goods. Except as provided under Section 8(b), all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under this Agreement to Seller.

9.              Price and Payment Terms.

(a)            Buyer shall purchase the Goods and Services from Seller at the prices (the “Prices”) set forth on Seller's website as of the date of Buyer's purchase order. All payments must be made at the time of checkout on our website. Prices are listed in U.S. dollars and may vary depending on crate size, quantity, and rental duration. We reserve the right to modify pricing or services at any time without prior notice.

(b)            All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes; provided that Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller's income, revenues, gross receipts, personal or real property, or other assets.

(c)            Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller's breach, bankruptcy, or otherwise.

10.           Cancellations and Refunds.

(a)            If the Buyer cancels any order of Goods or Services up to twenty-four (24) hours or before the Buyer’s scheduled delivery, the Buyer will incur no extra charge. If the Buyer cancels within twenty-four (24) hours of a scheduled delivery, the Buyer will incur a $50 termination fee, which will be deducted from the refund for the original sale. Refunds will be processed to the Buyer’s original payment method (unless the Seller decides otherwise in their sole discretion) within five to seven business days.

11.           Damaged and Modification.

(a)         Customers are responsible for returning all rental items in their original condition, excluding minor damage due to normal wear and tear. Fees for damaged or modified Goods will be assessed based on the type and extent of damage, as reasonably determined by Seller. If Buyer disputes any damage or modification fee, Buyer must notify Seller in writing within five (5) business days of being charged, and the parties will work in good faith to resolve the dispute.

(b). The seller is not responsible for any personal items that may be damaged in the crates during any part of the packing and/or moving process.

12.           Limited Warranty.

(a)            SELLER MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE;  WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. THE REMEDIES PROVIDED IN THIS AGREEMENT ARE EXCLUSIVE AND LIMITED. BUYER AGREES THAT ITS SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THIS AGREEMENT BY SELLER SHALL BE LIMITED TO THE REMEDIES EXPRESSLY SET FORTH HEREIN. NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT ANY WARRANTY, RIGHT, OR REMEDY IMPLIED BY APPLICABLE LAW THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED, INCLUDING ANY RIGHTS AVAILABLE TO CONSUMERS UNDER APPLICABLE CONSUMER PROTECTION STATUTES.

(b)            SELLER MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO THE SERVICES. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.

(c)            Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to, or packaged together with, the Goods. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

13.           Limitation of Liability.

(a)            IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.SELLER SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR INJURY TO ANY PROPERTY OR PERSON ARISING OUT OF OR RELATED TO THE USE, HANDLING, TRANSPORTATION, OR PACKING OF THE GOODS, INCLUDING BUT NOT LIMITED TO ANY DAMAGE TO ITEMS PLACED INSIDE THE CRATES, DAMAGE TO REAL OR PERSONAL PROPERTY DURING MOVING, OR BODILY INJURY RESULTING FROM LIFTING OR MOVING THE CRATES. BUYER ASSUMES ALL RISKS ASSOCIATED WITH THE USE OF THE GOODS, INCLUDING RISKS OF IMPROPER PACKING, LIFTING, OR TRANSPORTATION. IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TWO TIMES THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS AND SERVICES SOLD HEREUNDER.

(b)            The limitation of liability set forth in Section 12(b) shall not apply to (i) liability resulting from Seller's gross negligence or willful misconduct and (ii) death or bodily injury resulting from Seller’s acts or omissions.

(c)            Buyer acknowledges that moving and handling heavy objects involves inherent risks, including risk of injury and property damage. Buyer agrees to take all necessary precautions and to use the Goods in accordance with all applicable laws and safety guidelines. Buyer agrees to use our Goods and Services for their intended purpose only. Any misuse, modification, or neglect of Goods may result in additional fees or legal action.

14.           Indemnification. Buyer agrees to indemnify, defend, and hold harmless Seller and its affiliates, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to Buyer’s use, handling, transportation, or packing of the Goods, except to the extent caused by Seller’s gross negligence or willful misconduct.

15.           Lack of Insurance. Seller does not provide insurance coverage for the contents packed in the Goods or for any moving activities. Buyer is solely responsible for obtaining any insurance coverage desired for their property or moving activities

16.          Compliance with Law. Buyer shall comply with all applicable laws, regulations, and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.

17.           Termination. In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (a) fails to pay any amount when due under this Agreement; (b) has not otherwise performed or complied with any of these Terms, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

18.           Waiver. No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

19.           Confidential Information. All non-public, confidential or proprietary information of Seller, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller's request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.

20.       Force Majeure.  No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Buyer to make payments to Seller hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's (“Impacted Party”) control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, hurricanes, epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within two days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of 14 days following written notice given by it under this Section 18, either party/ may thereafter terminate this Agreement upon written notice.

21.           Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.

22.       Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

23.        No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

24.          Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Florida.

25.          Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Florida in each case located in the City of Tallahassee and County of Leon, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

26.      Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving party in writing. Notices may be delivered by personal delivery, nationally recognized overnight courier, email (with confirmation of transmission), or certified or registered mail. Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

27.         Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. If any provision is found unenforceable as applied to a particular transaction (such as a consumer transaction), that provision shall be construed to give effect to the parties’ intent to the maximum extent permitted by law.

28.       Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement.

29.        Amendment and Modification. These Terms may only be amended or modified in a writing stating specifically that it amends these Terms and is signed by an authorized representative of each party.

30.        Privacy. Seller collects and processes personal information in accordance with its Privacy Policy, available at the Privacy link listed below. By using Seller’s Goods and Services, Buyer consents to such collection and processing.