Urban Oases LLC., dba: Urban Oasis
Terms & Conditions
This Contract (“Agreement”) is made and entered into as date stated on page one (the “Effective Date”), by and between Urban Oases LLC dba: Urban Oasis (“Company”), and Customer stated on page one (“Customer”), an individual. For purposes of this Agreement, Urban Oasis and Customer are referred to individually as a “Party” and collectively as the “Parties.”
Customer will purchase from Company, Company’s bottled water products and related products (“Products”) as ordered by Customer from time to time, subject to Company’s minimum delivery and term requirements. FOR ALL CUSTOMERS: All customers will be required to receive at least one delivery within any period of sixty (60) calendar days. If a period of sixty (60) days passes without Customer receiving a delivery Urban Oasis reserves the right to close the account while retaining the Initial Deposit, and the previously delivered bottles become the sole property of the Customer. Customer will be responsible for the monthly rate set forth in the Plan selected by Customer whether or not they actually take delivery of such Products.
2. LEASED EQUIPMENT
Company will lease to Customer, and Customer will pay Company lease payments, for the bottles, coolers, filtration systems and/or equipment as agreed between Company and Customer (“Leased Equipment”). Customer acknowledges that this is a true lease. If Customer purchases equipment from Company, Customer will be responsible for all repair or replacement costs unless otherwise specified in Company’s written warranty, if any.
3. USE OF LEASED EQUIPMENT, INCLUDED EQUIPMENT AND COMPANY’S BOTTLES
Company will deliver Company’s Bottles and will deliver and/or install the Leased Equipment or Included Equipment, as applicable (collectively, “Equipment”), at Customer’s delivery address specified on the contract. If Customer’s negligence, abuse or misuse causes damage requiring repair or replacement, Customer will pay Company all such costs on demand. The Equipment and multi – gallon bottles (“bottles”) are, and will at all times be, Company’s sole and exclusive property, and Customer will have no right, title or interest except as provided in this Agreement. Customer can purchase the Equipment only if Customer and Company agree in writing. Customer will use the Equipment and all bottles only for Company’s Products and will not reuse or refill bottles for any purpose whatsoever. Customer will at all times operate and maintain the Equipment and bottles in a safe, sanitary and proper manner in accordance with Company’s instructions and clean and maintain the Equipment periodically and at least once every three months, as outlined in the Company-approved guidelines. Customer (i) will not remove the Equipment from Customer’s delivery address location without Company’s prior written consent, (ii) will not alter the Equipment in any manner, (iii) will permit only Company to repair the Equipment, (iv) will notify Company immediately if the Equipment or any bottles are stolen, lost, damaged or destroyed, and (v) will keep the Equipment and bottles free and clear of, and promptly notify the Company of, any levies, liens and encumbrances. Company may enter Customer’s premises at reasonable times to inspect and repair the Equipment and to deliver or pick up bottles.
The Initial Term of this Agreement will start on the date that the Equipment, if any, is delivered and/or installed by Company or, for Customers who purchase Products only, on the first date that such Products are delivered to Customer, and will continue in effect on a Month-to-Month Term until terminated by either Company or Customer by written notice. ALL CUSTOMERS: Upon expiration or termination of this Agreement, Customer will permit Company to retrieve the Equipment and/or bottles, which will be in the same condition as received by Customer, reasonable wear and tear excepted. If Customer fails to return any Equipment or bottles, Customer will pay Company the full replacement value. If customer changes delivery address, Urban Oasis reserves the right to terminate contract with all applicable fees.
Prices for Products, rental fees, Bottle Rental Fees, Skip Fees and Fuel Surcharge fees are subject to change at any time. Prices of commodities such as paper, plastic and related products will be reviewed on a regular basis and are subject to increase at any time.
6. CHARGES; SURCHARGES, FEES AND DEPOSITS
Customer will pay all charges for Products, Equipment, purchased equipment, and all applicable surcharges, taxes and fees, including, without limitation, (a) all plastic bottle replacement fees up to $15 per bottle and all glass bottle replacement fees up to $45, all Hot & Cold Top-load dispenser replacement fees up to $300 per dispenser; (b) any applicable delivery fees of up to $30.00 per month; (c) Bottle Rental Fees, if applicable; (d) a Fuel Surcharge fee, if applicable; (e) a deposit of $5.00 for each plastic bottle ordered for delivery; (f) a deposit of $20.00 for each 3-gallon glass bottle ordered for delivery; (g) a deposit of $75.00 for each Hot & Cold Top-load dispenser ordered for delivery; and (h) all applicable State bottle deposits and redemption value on any free and purchased Products upon Customer’s receipt of Company’s invoice. Deposits paid by customers for 3-gallon bottles, 5-gallon bottles and Hot & Cold Top-load dispensers shall be applied to the final month’s balance upon termination of this Agreement and after all Equipment is retrieved by Company. Company may change its surcharges or other charges or deposit fees at any time with prior notice to Customer. If Customer does not pay any charge within thirty (30) days of the invoice date, Customer will pay Company the greater of (i) a late fee not to exceed $20 per month, or (ii) interest of 1.5% per month on any unpaid amount from the invoice date until paid. If the late fee or interest rate exceeds the maximum rate allowed by law, the late charge will be equal to such maximum rate. Customer will make all payments due without set-off, counterclaim or defense.
7. RISK OF LOSS
Customer assumes risk of loss or damage to the Equipment and bottles in Customer’s possession and is responsible for all liability resulting from their use and operation. Customer will pay Company upon demand costs to repair or replace any lost, stolen, damaged or destroyed Equipment and/or bottles, as determined by Company. Customer will, to the full extent permitted by law, indemnify, defend and hold harmless Company, its parent, affiliates, officers, directors, employees and agents from any loss, damage, liability, cost, fine or expense, including reasonable attorneys’ fees, incurred in connection with this Agreement. T his provision will survive termination or expiration of this Agreement
8. DEFAULT BY CUSTOMER; COMPANY’S REMEDIES
Customer will be in default if Customer: (a) fails to pay any amount when due; (b) fails to perform or violates any other term or condition and fails to cure the same within ten (10) days after the occurrence; or (c) abandons or abuses the Equipment or any bottles. Upon default, Company will have the right to exercise any or all of the following cumulative remedies and any other rights or remedies it may have at law or in equity: (i) terminate this Agreement without relieving Customer of its accrued and continuing obligations; (ii) declare immediately due and payable (as liquidated damages and not as penalty) all outstanding charges plus the balance of the Leased Equipment rental to the end of the term; and/or (iii) repossess the Equipment and bottles, Customer waiving notice, legal process, or liability for trespass or other damage, or, declare it a total loss, and Customer will pay Company its replacement value. Customer waives any requirement that Company post a bond or other undertaking in a repossession proceeding. Customer will pay all of Company’s costs, including reasonable collection and/or attorneys’ fees, as a result of Customer’s default or the exercise of Company’s remedies.
Customer may not directly or indirectly transfer any of its rights under this Agreement and will not allow any third party to take possession of the Equipment or bottles without Company’s prior written consent. The terms of this Agreement may be waived or amended only by Company with thirty (30) days notice sent to customer via e-mail or USPS mail. Failure or delay in exercising any right will not constitute a waiver. Customer grants Company authority to conduct credit investigations and Company retains the right to terminate this agreement at any time based on such information.
Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Any individual signing this Agreement on behalf of a Party represents and warrants that he or she has full authority to do so. Customer represents and warrants that it has read and completely understands all provisions of this Agreement, that it has not relied on URBAN OASIS for any legal, financial or other advice in evaluating the terms of this Agreement, and that it enters this Agreement of its own free will and after obtaining such legal or other advice as it deems appropriate .
11. DISCLAIMER OF WARRANTY
COMPANY DOES NOT MANUFACTURE THE EQUIPMENT PROVIDED TO CUSTOMER, IF ANY, AND, UNLESS OTHERWISE SPECIFICALLY SET FORTH IN WRITING BY COMPANY, HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT, ITS SUITABILITY OR FITNESS FOR ANY PURPOSE OR MERCHANTAB ILITY. CUSTOMER ACCEPTS THE EQUIPMENT “AS IS.” NO DEFECT IN OR UNFITNESS OF THE EQUIPMENT, NO LOSS OR DAMAGE AND NO OTHER CONDITION WHATSOEVER WILL RELIEVE OR SUSPEND CUSTOMER’S OBLIGATIONS, WHICH ARE ABSOLUTE AND UNCONDITIONAL. TO THE FULL EXTENT PERMITTED BY LAW, COMPANY WILL INCUR NO LIABILITY WHATSOEVER TO CUSTOMER ARISING OUT OF OR IN CONNECTION WITH ANY DEFECT IN OR CONDITION OF THE EQUIPMENT OR ITS USE, OPERATION OR FUNCTION.