Terms & Conditions
SEA BOX, INC.
TERMS AND CONDITIONS OF LEASE OF CONTAINERS
1. RECEIPT OF EQUIPMENT. The Lessor and Lessee may be referred to hereunder individually as a "Party" or collectively as "the Parties." Receipt of the container equipment which is the subject of the Lease Agreement [hereinafter "the Equipment"] between the Parties shall be acknowledged by Lessee in writing and shall identify each container by make, model, manufacturer's serial number, and any other pertinent, descriptive information. Rental fees for the Equipment shall commence to accrue upon the delivery date of the Equipment. Lessee will, at Lessee's sole cost and expense, provide a level site for delivery and pickup of the Equipment and unencumbered access thereto for Lessor's motor vehicles.
2. TRANSACTION. This transaction is a leasing transaction and not a sale. The Parties understand and agree that Lessee does not acquire hereunder, or by payment of rental amounts due, any right, title, or interest of any kind in or to the Equipment. Lessee agrees not to place any lien or encumbrance whatsoever, or facilitate the placement of a lien or encumbrance by others, on the Leased equipment. Lessee shall indemnify and hold harmless Lessor for and against all costs and expenses, including attorneys' fees, required to facilitate the removal of any such lien or encumbrance, including a refusal or impediment by others which prevents Lessor from retrieving its equipment.
3. RENTAL PERIOD: This Lease shall be for the minimum term specified. "Rental Period" is defined as a consecutive 28-day (calendar-day) period. Consistent with Section 17, below, unless Lessee notifies Lessor in writing at least 15 days prior to the expiration of the minimum term, this Agreement shall automatically renew itself for succeeding individual Rental Periods following such minimum term. Unless Lessee provides at least a 15-day prior written notification before the start of any upcoming Rental Period, the Lease will automatically renew for that additional Rental Period. At any time after the minimum term, the Lessor may, at its option, (i) change any of the Equipment rental rates and/or the terms and conditions, or (ii) require Lessee to make the Equipment available for pickup by the Lessor, in either case by giving Lessee at least ten days’ notice prior to the start of the next upcoming Rental Period. Any reference to the word "Month" (or "month") which appears in this Lease Agreement or any attachment(s) or Schedule(s) shall be construed to mean a Rental Period of 28 calendar days, not any of the twelve monthly parts (e.g., January, February, etc.) into which a calendar year is divided. No pro rata rent adjustment, credit or refund shall be issued if the leased Equipment is surrendered or returned prior to the end of a Rental Period.
4. LEASE PAYMENTS. The Lessee agrees to accept delivery of Equipment and to Lease it from Lessor for the designated term and any extension, and for the rental amounts due, to continuously pay Lessor by credit card, or if alternatively agreed to by Lessor, at 1 Sea Box Drive, East Riverton, NJ 08077 or at such other place as the Lessor may designate in writing. The initial Lease rental payment by credit card shall be charged the day before, or the day of, the scheduled Equipment delivery date, and thereafter at the beginning of each Rental Period for the remainder of the Lease. If an alternative payment method is approved, the first Lease rental payment shall be paid within ten days from the date of delivery, and thereafter shall be paid ten days after the date shown on each periodic invoice for the remainder of the Lease.
5. TAXES. Lessee agrees to pay, or reimburse Lessor for, any and all sales and use taxes, and personal property taxes or other Direct Taxes levied against or based upon the price or value of the property leased hereunder, or its use or operation, or levied against or based upon the amount of rentals paid, or to be paid, hereunder. The term “Direct Taxes” as used herein shall include all charges and fees (but not income taxes), levied, assessed or charged by the U.S. Government, any state government, or any county, city or other taxing authority.
6. MAINTENANCE AND REPAIRS. Lessee agrees, at Lessee’s sole cost and expense, and unless otherwise agreed by the Parties in writing, to keep the Equipment at all times during the life of this Agreement in good repair and operating condition, and free of any and all liens and encumbrances, and to replace with new parts any and all badly worn or broken parts, including but not limited to, refrigeration machinery, if refrigeration machinery is furnished with the Equipment leased hereunder, and Lessee agrees that, upon termination of this agreement by expiration, or otherwise, Lessee will, at Lessee’s sole cost and expense, return said Equipment to Lessor at the same place, or an equally accessible place, in or at the Lessee’s place of business, where delivery of the Equipment to the Lessee was accomplished, in the same condition and state of repair as delivered to Lessee hereunder, unless otherwise specified. All replacement parts, repairs and accessories incorporated in or affixed to the Equipment shall become a part thereof and the title thereto vest in Lessor. Lessee's obligations under this Section are subject to the Lease's Service and Repair Options, which, if applicable, appear as Attachment 1.
7. PERMITS, ETC. Lessee assumes all responsibility for any and all permits, licenses, and other certificates as may be required by law, or otherwise, for Lessee’s lawful operation of said Equipment leased hereunder. Lessee agrees that all such certificates and certification applicable to the Equipment leased hereunder shall reflect Lessor’s ownership thereof. Such certificates and documents shall, if permitted by the governmental authority issuing them, reflect the interest of Lessee hereunder.
8. DISCLAIMER OF WARRANTIES. LESSEE AGREES THAT THIS LEASE INCLUDES NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, SUCH AS OF MERCHANTABILITY OR FITNESS FOR AN INTENDED PURPOSE. LEASED EQUIPMENT IS PROVIDED ON AN "AS-IS" BASIS. WARRANTIES ARE HEREBY EXCLUDED BOTH AS TO THE LEASED EQUIPMENTAND AS TO ANY MAINTENANCE OR REPAIR WORK PERFORMED BY LESSOR ON THE EQUIPMENT LEASED HEREUNDER.
9. HOLD HARMLESS. Lessee assumes liability for, and hereby agrees to indemnify, protect and hold harmless Lessor, its agents, employees, officers, directors, successors and assigns from and against any expenses, including reasonable attorney’s fees, of whatsoever kind and nature arising out of the use, condition (including, but not limited to, latent and other defects, and whether or not discoverable by Lessee or Lessor), operation, ownership, selection, delivery, leasing or return of any item of equipment, regardless of where, how and by whom operated, or any failure on the part of Lessee to perform or comply with any condition of the Lease. The indemnities and assumptions of liability and obligations herein provided for by any provision included within these Terms and Conditions shall continue in full force and effect notwithstanding the expiration or termination of this Lease. Lessee is an independent contractor and nothing contained in the Lease shall authorize Lessee or any other person to operate any Leased Equipment so as to incur or impose any liability or obligation for or on behalf of the Lessor.
THE LESSEE FURTHER AND SPECIFICALLY COVENANTS AND AGREES THAT THE LESSOR SHALL NOT BE LIABLE IN ANY WAY, FOR ANY REASON WHATSOEVER, INCLUDING THE NEGLIGENCE OF LESSOR OR ITS AGENTS, FOR LOSS OR DAMAGE TO ANY PROPERTY WHICH IS STORED OR KEPT IN, UPON OR ATTACHED TO THE EQUIPMENT WHILE THE EQUIPMENT IS IN USE BY LESSEE OR IN THE POSSESSION OF LESSEE. LESSEE AGREES TO INSURE ITSELF AGAINST SUCH LOSS OR DAMAGE BY OBTAINING AND MAINTAINING ITS OWN ADEQUATE POLICY OR POLICIES OF INSURANCE.
10. INSURANCE. Lessee further agrees, at Lessee’s sole cost and expense to procure and deliver to Lessor, simultaneously with or prior to delivery of the Equipment to be Leased hereunder, and keep in full force and effect during the entire term of this agreement, a Certificate of Insurance evidencing a policy or policies of insurance protecting Lessor against all loss and damages it may sustain or suffer because of the (1) loss of or damage to said Equipment, or any part thereof, because of fire, theft, lightning, flood, windstorm, explosion or other casualty, and (2) the loss of or damage to said Equipment, or any part thereof, due to collision or any other occurrence, and (3) the death of or injury to persons and/or damage to property while the Equipment is in the custody, possession, or control of Lessee with a minimum limit of $3,000,000 as to personal injury liability and $300,000.00 as to property damage liability, per occurrence. The Certificate of Insurance must identify Sea Box, Inc. both as an ADDITIONAL INSURED and a LOSS PAYEE. It is understood that (i) procurement of insurance by Lessee as herein provided by Lessee’s covenants, obligations and indemnities under the Lease, or (ii) the loss, damage to, or destruction of any of the Equipment leased hereunder, shall not (a) terminate this Lease (except to the extent that Lessor is actually compensated for its losses and damages by the insurance paid for by the Lessee) or (b) relieve Lessee of any of Lessee's liabilities hereunder. Lessee is, shall be, and shall remain, a full insurer of the Equipment, and Lessee hereby releases and waives any and all defenses available to a bailee by law. Compliance with these insurance requirements does not extinguish or replace Lessee's obligations under Section 9 (above) or Lessee's obligations under any other Lease provision.
It is further understood and agreed that in addition to comprehensive personal injury and property damage insurance in the amounts specified above, the Lessee agrees to provide comprehensive general liability insurance including contractual coverage for hold-harmless agreements contained herein, and the certificates of insurance required to be furnished hereunder shall so state.
Lessee will deliver, as required by the Lessor, to the Lessor a valid certificate of insurance, naming Lessor as additional insured and loss payee covering the Lease term and any applicable extensions, and including the period until the Equipment is returned to the Lessor.
11. IDENTIFICATION. Lessor reserves to itself, the right to place upon each piece of Equipment leased hereunder the stenciled or decaled words “SEA BOX, INC.” and any other trademarks or logos which Lessor may normally use in the business of its rentals. Lessee agrees not to remove or cover up said markings or permit any other person to do so.
12. DEFAULT AND REPOSSESSION. In the event any act or thing required of Lessee hereunder shall not be done and performed in the manner and at the time or times required by this agreement, Lessee shall hereby be and become in default under this Agreement thereby vesting in Lessor the right, without notice or demand, to declare all unpaid Lease rentals to be due and payable forthwith and to retake and retain said Equipment free of all rights of Lessee, without any further liability or obligations, and indemnities provided hereunder, including but not limited to, Lessee’s obligation for the payment of the rental provided herein.
Lessee particularly understands and acknowledges that Lessor or its agent may enter upon and into Lessee’s property for the limited purpose of disconnecting any utility service (such as electricity or gas) used by the Equipment to facilitate the retaking and retention by Lessor, and that such entry shall not be unreasonably denied. If the Equipment is located on premises owned by a person, persons, or entity other than the Lessee, then Lessee irrevocably hereby appoints Lessor as its authorized agent and representative entitled to enter upon such premises for the limited purposes identified in the preceding sentence. Lessee shall notify such other person, persons, or entity of this appointment at the outset of the Equipment Lease. Lessee agrees that presentation of a photocopy of the signed Equipment Lease accompanied by these Terms and Conditions by Lessor or its representative shall be fully acceptable as evidence of Lessor’s status as Lessee’s agent and representative and authorizes the premises’ owner to admit Lessor or its representative to the premises so as to affect repossession of the equipment. Lessee agrees that Lessor, at its option, may require a separate "Landlord Waiver" signed by the premises' owner (if other than the Lessee) before the Equipment is delivered.
In the event Lessor shall retake possession of the Leased equipment, or any part thereof, and there shall, at the time of such retaking, be in, upon, or attached to such retaken Equipment or any other property, goods, or things of value belonging to Lessee or in the custody and control of Lessee, Lessor is hereby authorized to take possession of such other property, goods or things of value and hold the same for Lessee either in Lessor’s possession , or in the exercise of Lessor’s sole discretion in public storage for the account of, and at the expense of, Lessee. However, due to the presently indefinite and unknown expense and administrative burden to Lessor of arranging and continuing such holding or storage, Lessee particularly understands and acknowledges that if such property, goods or things contained in the Equipment at the time possession is retaken substantially include items which are perishable in nature (including, but not limited to, refrigerated, chilled or frozen foods and/or other products normally requiring such temperature control, and any associated items), then Lessor, at its sole discretion and option, may dispose of all of the goods (without separating out any non-perishable goods) in any manner of its choosing, including disposal as trash, such disposal which may or may not yield any monetary value or salvage value. Lessor is under no obligation to return or credit any such realized value or amounts to Lessee. Lessor may alternatively leave all or any portion of such perishable items upon the ground at the location from which the Equipment is retaken, or reasonably adjacent thereto, and Lessee shall be solely responsible for its spoilage and deterioration or the consequences of its spoilage and deterioration at and upon the premises. Lessee indemnifies, holds harmless and free of liability, and shall defend, Lessor from any and all claims and/or losses related to any spoilage and deterioration and for their consequences, whether or not foreseeable.
13. RESTITUTION. Lessee agrees to pay all costs and expenses (including attorney fees where recovery of same is not prohibited by law) incurred by Lessor in enforcing any of the terms, provision, covenants, and indemnities provided herein, including any direct and indirect costs incurred as a result of the events described in the above Paragraph 12.
14. ALTERATIONS. Lessee shall not, without Lessor’s prior written consent thereto, make or suffer any changes, alterations, or improvements in or to said Leased Equipment, or to remove there from any parts, accessories, attachments, or other equipment.
15. NO ASSIGNMENT BY LESSEE. Lessee shall not have the right to assign this Lease or to sublet, rent, or otherwise hire out, or part with possession of said Equipment, to any person, firm, partnership, association, corporation or entity other than Lessor, without the prior written consent of Lessor thereto.
16. USE OF EQUIPMENT. Lessee agrees that the use of the Leased Equipment will be in full compliance with all applicable laws, rules and regulations, of a state, federal or municipal nature and to indemnify and hold harmless the Lessor from any, and against any, liability or expense to it arising out of the use of the Equipment in violation of said laws, rules or regulations.
17. END OF LEASE AND RETURN OF EQUIPMENT. It is understood and agreed by the Parties hereto, consistent with Section 3, above, that unless Lessee notifies Lessor, in writing, at least 15 days prior to the expiration of the minimum term of this Lease of Lessee’s intention to make the Equipment available for pick up and return to Lessor, this Lease and any attachment(s) or Schedule(s) thereto will remain in full force and effect for an additional Rental Period and will remain in full force and effect for successive Rental periods thereafter until timely terminated by a 15-day prior written notification. No pro rata rent adjustment, credit or refund shall be made for any unused portions of a Rental Period. Lessor may terminate the Lease (i) effective at the end of the minimum term or any additional Rental Period by giving at least 15 days' prior written notice to Lessee or (ii) in accordance with Section 12.
18. EQUIPMENT ACCESSIBILITY: At the expiration or termination of this Lease, or upon Lessee's default per the above Section 12, Lessee shall at its sole cost and expense remove all obstructions which would prevent access to the Equipment or otherwise hinder or impede the Lessor from removing it. In the event any obstructions or impediments, whether caused by Lessee, its agents, others, or an act of God, are not removed, then Lessor may at its discretion (i) remove said obstructions and/or charge customer for any expenses incurred to remove the Equipment including, but not limited to, towing charges, snow and ice removal, crane rental, etc., or (ii) cause the Equipment to remain on rental until Lessor is compensated for the Equipment's full replacement value. Lessee shall indemnify and hold harmless Lessor for and against all costs and expenses, including attorneys' fees in the case of a refusal or impediment by others which prevent Lessor from retrieving its equipment.
19. TIME OF THE ESSENCE. Time is of the essence of this Lease Agreement and each of the terms hereof. The failure of Lessor to insist upon the punctual performance of the covenants of Lessee hereunder, Lessor’s failure to exercise any right to remedy available under or upon this agreement, any failure of Lessor to require payment, as and when due, of any sum owing hereunder, or any extension of credit or forbearance on the part of Lessor, shall not constitute a waiver of any subsequent default hereunder. All demands for payment and performance and all notices of nonpayment under this agreement are hereby waived by the Lessee.
20. NON-PERFORMANCE OF DELIVERY. Lessor’s delivery of the Equipment Leased hereunder may be subject to delay in manufacture or delivery arrangements for said Equipment. Lessee herein agrees that Lessor shall not be held responsible for any such delays and the Lessee will hold the Lessor harmless from any damages identified in Section 24 which it or any other parties may incur as a result of such delays.
21. LATE PAYMENT FEES AND INTEREST. Lessee agrees that any failure by it to make payment of any and all amounts due under this Agreement, by the date they are due, will result in the assessment of a late payment fee of (i) $25.00 or (ii) interest to accrue at the rate of 1-1/2% per month on the unpaid balance, whichever amount is the greater.
22. WAIVER OF PROVISIONS BY LESSOR. Any waiver by Lessor, gratuitous or otherwise, of any of its rights under this Agreement, is not to be construed by the Lessee as, and shall not operate as, a continuing waiver by Lessor of any or all such rights.
23. GOVERNING LAW. This Agreement and its terms and conditions shall be governed by, construed, and enforced in accordance with the laws of the State of New Jersey, USA, without regard to any choice of law principles. The Parties hereby agree and irrevocably consent to submit to the exclusive jurisdiction and venue of the courts of the State of New Jersey and of the United States of America located in the State of New Jersey, USA, for any and all claims arising from or related to this Agreement.
24. DAMAGES. In no event will Lessor be liable under or in connection with this Lease agreement or its subject matter under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, for consequential damages (including lost profits and goodwill) or indirect, incidental, exemplary, special or punitive damages, and regardless of whether Lessor was advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable, and notwithstanding the failure of any agreed or other remedy of its essential purpose. This provision also applies to any premium service or repair options which are included in this Lease under or pursuant to any attachment or Schedule. LESSEE AGREES TO INSURE ITSELF AGAINST SUCH RISKS BY OBTAINING ITS OWN ADEQUATE POLICY OR POLICIES OF INSURANCE.
25. SEVERABILITY. If any provision of this Agreement is held to be invalid or unenforceable for any reason by a court of competent jurisdiction, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited. If the court declines to so modify or supplement such a provision, then it shall be severed from this Agreement and the remaining provisions of this Agreement shall continue in force and effect as stated above unless such deletion makes this Agreement impossible to perform.
26. HEADINGS AND CAPTIONS. The headings and captions of this Agreement are inserted for convenience of reference and do not define, limit or describe the scope or intent of this Agreement or any particular section, paragraph, or provision.
27. NOTICE REQUIREMENTS. All notices to Lessor shall be in writing. Notices shall be deemed delivered when delivered by Certified or Registered Mail, Return Receipt Requested (as evidenced by a signed postal service return receipt), on the date of delivery when delivered by FedEx, UPS, DHL or other similar courier service (as evidenced by the Lessor's signature), or by hand to the Lessor's business address (as evidenced by a receipt bearing Lessor's signature). Emailed notices to Lessor shall be deemed delivered only if Lessee requests confirmation of delivery and Lessor provides such confirmation by return email. Lessor's notices to Lessee may be made by email, regular first class mail or courier service in the regular course of Lessor's business. Lessee is responsible to notify Lessor prior to any address change.
28. TERMS AND CONDITIONS. These terms and conditions shall apply to the Lease Agreement. Lessor may update these Terms and Conditions in the future at its sole discretion by posting them on its website at https://www.seabox.com/support/TermsandConditionsofLease/. They will be effective and apply to the Lease immediately after the Lease's minimum term has been completed. Lessee's continued lease of the containers after the minimum term represents its acceptance and agreement to all updates. If Lessee elects not to accept an update, it must notify Lessor within ten calendar days of the posting to arrange for a lease termination and return of the equipment.
29. INTELLECTUAL PROPERTY. Lessee acknowledges that Lessor and its affiliates are the owners or licensors of any brands, trademarks, designs, patents, copyrights or other intellectual property incorporated in or upon the leased equipment, and that no right or license is conveyed by Lessor to Lessee to use such intellectual property other than in connection with the equipment while on lease but not separate from it.
30. PAYMENT BY CREDIT CARD. Unless Lessor separately agrees, all initial and recurring payments to be made by Lessee under the Lease shall be made when they are due by continuing periodic charges to the credit card account furnished by Lessee. Lessee agrees not to dispute or contest any and all valid charges to such account which will be kept on file by Lessor, to maintain such account for the duration of the lease, and to immediately advise Lessor prior to any updated expiration date so that charges to the account may continue to be made without interruption. If Lessor is unable to collect any valid charges via the credit card account on file for any reason, Lessee agrees that it will nevertheless owe such amounts even if (for example) a credit card dispute has been filed, and that Lessee's failure to nevertheless and separately pay such charges will constitute a breach of the Lease agreement.
31. ENTIRE AGREEMENT. The Parties agree that the Lease Agreement, together with any Schedule(s) and any attachments, and which incorporates these Terms and Conditions in full by reference, expresses the full and complete understanding of the Parties with respect to the subject matter thereof and supersedes all prior or contemporaneous proposals, agreements, representations and understandings, whether written or oral, with respect to the subject matter. The Lease Agreement may not be amended or modified except in writing signed by each of the Parties to the agreement. The agreement shall be construed as to its fair meaning and not strictly for or against either party. It shall be given, in case of dispute, reasonable interpretation by a Court of competent jurisdiction so as to affect its purpose.
Effective Date: 090722
