1. KARPATIA TRUCKS – a trading name and a licensed trademark of United Food Concepts Holding KFT, a private limited company based in Budapest, Hungary.
Under license, the following entities, not necessarily related in any sense other than that they are entitled to use of the trading name, do business as and trade under the name Karpatia Trucks and are referred to as Karpatia or Karpatia Trucks as per this Agreement:
- DeVisser Food Service Equipment B.V., a private limited company, based in Rotterdam, the Netherlands;
- Karpatia Trucks USA LLC, a private limited company, based in Atlanta, Georgia, in the United States of America;
- Karpatia Trucks México SA de CV, a private limited company based in Estado de Mexico, Mexico.
2. WEBSITE AND MEDIA USAGE
With the sole exception of this page with the Terms & Conditions, the information displayed on this website and on any social media channel of Karpatia Trucks is for marketing and advertising purposes only. Other than from this page containing the terms and conditions, no rights may be derived from any information, statement, or image on either medium.
3. EXCLUSIVE ENTIRE AND WHOLE AGREEMENT
Any general terms and conditions set forth by the Client are explicitly rejected.
This includes terms and conditions that have been signed for as part of a vendor approval process in larger enterprises, where such a signature by any authorized Karpatia Trucks representative is meant simply, only, and exclusively to receive vendor approval but does not imply or constitute approval of the Client’s terms and conditions or other contracts.
The Pandadoc offer (“Offer”) sent by Karpatia Trucks of which these Terms and Conditions comprise an integral and inseparable part is the only agreement and the whole agreement.
Statements in any form (written, verbal, or otherwise) made by representatives, partners, or employees of Karpatia Trucks in e-mails, messaging or through any other medium do not constitute amendments in writing.
Amendments in writing to the contract are only valid if they are similarly updated Pandadoc offers or additional Pandadoc offers signed.
4. CONTRACTING PARTY
For customers in the United States of America and Canada, your contracting party is dependent on the ordered product.
If your unit is entirely manufactured in Mexico or the United States of America, your contract is with Karpatia Trucks USA LLC.
If you have ordered a classic European vintage food truck, defined as any vehicle that was first titled and registered in Europe, your contract is with two parties and split as follows:
- A contract with DeVisser Food Service Equipment BV for the restoration of your vintage vehicle and its export to the USA or Canada
- A contract with Karpatia Trucks USA LLC for the buildout and conversion of your unit and the final delivery to your desired address.
For customers in Europe and the rest of the World, your contract is with DeVisser Food Service Equipment BV, a limited liability company by Dutch law.
5.1 IMMUTABLE NATURE OF THE PRODUCT – VINTAGE FOOD TRUCKS
All customers that order a classic or vintage food truck, defined as any unit where the base vehicle is over 25 years old at the date of signing the Agreement, acknowledge they are fully sober, conscious, and aware at the moment of entering into their contract that they are receiving a vintage vehicle and the implications that holds for the nature of the product.
The foregoing means that although Karpatia Trucks will strive to deliver a product to the best of its professional capabilities, this is understood as a best efforts obligation and not a results-based guarantee for product performance.
A vintage food truck may have performance limitations including but not limited to; engine reliability, parts reliability, rust formation, driving comfort, maximum speed and size of the vehicle. No such limitation mentioned or otherwise shall be grounds for annulment, any complaint, liability or discount.
5.2 FIT FOR PURPOSE
Any claim to “Fit for Purpose”, “Conformity” and legal definitions, concepts and case law comparable or similar in its intent is waived explicitly by the Client by their signing of the Agreement. This is made explicit for vintage food trucks for clarification purposes but applies to all products and services delivered by Karpatia Trucks.
Articles 5.1 and 5.2 regarding the immutable nature of the product, are not and shall not be construed as an admission of liability on the part of Karpatia Trucks and Karpatia Trucks expressly denies any liability to Client or any other third-party or claimant.
6. DELIVERY TIMELINE AND DATE ESTIMATES
Any delivery timeline indicated on any Karpatia Trucks document is understood to be a best efforts estimate and not a results-based guarantee.
Any change in estimated delivery timelines or dates is not grounds for annulment, any complaint, liability, or discount.
7. THIRD-PARTY AND OTHER CONTRACTS
These general terms and conditions are applicable to all Karpatia Trucks agreements and to all engagements and legal or contractual relationships between Karpatia Trucks and a Client.
The Client’s order or offer acceptance is understood to be an acceptance of these general terms and conditions.
These general terms and conditions are also applicable to all agreements with Karpatia Trucks for the execution of which third parties are engaged.
8. PRICING & PAYMENT TERMS
Prices set by or agreed to with Karpatia Trucks are exclusive of taxes and charges by any governmental body or authority.
If the costs of execution of the agreement increase after the closing of the agreement, Karpatia shall be entitled to charge The Client a price increase if and to the extent that such increase is reasonable.
The pricing agreed is subject to change in the event of for example, including but not limited to;
- A change in the scope of the work agreed vs. the originally signed Offer, as agreed during the design phase of a project
- A change in the pricing and cost of materials and/or equipment
- Indirect government-imposed costs such as, but not limited to, taxes and tariffs on materials, labor or equipment
- hidden damage, structural issues of existing structures, safety liability, dangerous materials, custom design & build out.
Karpatia Trucks is entitled to increase the fee if, during the performance of the work, it becomes apparent that the originally agreed or anticipated amount of work was underestimated when the contract was entered into, to such an extent that Karpatia Trucks cannot reasonably be expected to perform the agreed work for the originally agreed pricing.
8.2 Payment Terms
All Karpatia Trucks services are invoiced 50% in advance due on receipt prior to the execution of the agreement and 50% on completion due on receipt prior to delivery and handover. Other arrangements are possible if agreed in advance between Karpatia Trucks and The Client.
9.1 LATE OR NON-PAYMENT
If the Client fails to remit payment, insofar as it regards the 50% advance payment, Karpatia Trucks will simply not perform any work.
If the failure to remit payment persists for more than 30 days after signing of the Agreement, Karpatia Trucks will assume the project to have been canceled and remove it from its production queue as well as pull the reservation on any (vintage) vehicle specifically reserved for the Client.
If the Client fails to remit payment for the final balance due, Client shall be held in default by operation of law without formal notice. The Client shall in that case be liable for the payment of interest equal to the statutory commercial interest rate at that time as well any other damages suffered by Karpatia Trucks in the broadest sense of the word.
Karpatia will be allowed to claim the in court and out-of-court costs with Client including lawyers fees. The Client also owes interest over the collection fee due.
Client’s payment is without any deduction or set-off. Karpatia reserves the right to have payments made by Client extend first to payment of costs, then to outstanding interest and finally the principal amount and the current interest, even if Client states that the payment relates to other invoices or bills.
In the event of Client being liquidated, declared bankrupt or granted suspension of payment, the claims of Karpatia on Client shall become immediately due and payable. Karpatia may suspend its performance and is, without judicial intervention, entitled to terminate the agreement.
If the failure to remit payment persists for more than 60 days after completion of the project, Client loses any right to the deposit paid and Karpatia Trucks is entitled to keep the unit, sell the project to another customer or sell it on the open market to the highest bidder.
Any cost so recouped by Karpatia Trucks is solely for the benefit of Karpatia Trucks and will not be used to refund Client for their paid deposit, as Client waived and lost any right to the paid deposit by their failure to remit payment within 60 days after completion.
Any dispute arising as it relates to this Agreement is subject to mandatory mediation and failing mediation, arbitration.
Any outcome agreed of mediation or arbitration, its terms, and negotiations relating to it, are to be kept confidential and undisclosed.
Client agrees not to disparage or defame Karpatia Trucks, except to their respective professional advisors, in a mediation or arbitration proceeding to resolve a dispute arising from this Agreement.
If Client breaches this clause Client shall be liable for any damages suffered by Karpatia Trucks in the broadest sense of the word as a result of Client’s actions.
10.2 Covenant Not to Sue
Client, for itself and on behalf of its current and past agents, subsidiaries, affiliates, shareholders, partners, respective past and present officers, directors, parents, successors, members, principals, managing members, attorneys, employees, representatives of any other kind, spouses, estates, executors, estate administrators, heirs and assigns, hereby remises, releases and forever discharges Karpatia Trucks and its current and past agents, subsidiaries, affiliates, shareholders, partners, respective past and present officers, directors, parents, successors, members, principals, managing members, attorneys, employees, representatives of any other kind, spouses, estates, executors, estate administrators, and heirs and assigns, of and from any form of legal action and resigns in the mandatory mediation and arbitration set out above.
11 ENFORCEMENT / WAIVER OF BREACH
If Karpatia Trucks does not apply these terms and conditions strictly to the Agreement and the execution of the Agreement, this does not mean these general terms and conditions are set aside. Karpatia Trucks can still require and enforce strict compliance at every moment.
The waiver of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach thereof.
12 SEPARABILITY OF PROVISIONS
If one or more of the provisions contained in this Agreement or any part or application thereof shall be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and any part or application thereof shall in no way be affected or impaired.
13 ERRORS AND OMISSIONS
Karpatia Trucks cannot be bound by the offer if the offer contains a mistake, which should reasonably be recognized as a mistake by Client.
14 ENTRY INTO FORCE
The agreement shall come into force upon signing the offer electronically / digitally through Pandadoc.
Client is not entitled to transfer rights and/or obligations ensuing from the agreement to a third party unless agreed by Karpatia Trucks.
16 INTELLECTUAL PROPERTY
Drawings, technical descriptions and designs, provided to The Client by Karpatia Trucks, remain the sole property of Karpatia Trucks. They may not be reproduced without the permission of Karpatia Trucks, nor disclosed to third parties.
Karpatia will render all services to the best of its knowledge and ability and in conformity with generally accepted professional standards.
Provided models, pictures, designs etcetera are only meant to show the range of possibilities offered by Karpatia Trucks. No rights can be derived from them. Graphical representations and design intent can for pragmatic and practical purposes be implemented with slight differences in reality.
Client ensures that all information, which Karpatia indicates to be necessary in order to execute the agreement, or which Karpatia is reasonable to understand that it is necessary to execute the agreement, is provided to Karpatia in time.
When the information necessary to execute the agreement is not provided in time, Karpatia is entitled to postpone the agreement and/or charge Client with the additional costs coming derived from the delay.
The Client is responsible and liable for the accuracy, comprehensiveness and reliability of the data and documentation made available to Karpatia.
Without diminishing the intent or effect of the foregoing, what this article aims to convey, in plain English, is that the design and the equipment are to be finalized at some point and while the Client is always free to change their mind about the design or layout or other aspects of their build at any point and Karpatia Trucks will always strive to accommodate those wishes, the later in a project or the further along the project is, the more costly new information, ideas or other changes are both financially and in terms of the timeline.
The work is considered to be delivered if it is accepted or deemed to be accepted by the Client after the Client has inspected the work after completion and found no reasonable fault with it.
Client will sign for acceptance. Acceptance is final after Karpatia Trucks receives the final balance payment from The Client. All purchased objects delivered to The Client shall remain the property of Karpatia until receipt of payment in full of the amounts due by The Client to Karpatia Trucks.
If Client opts to pick up their unit at a Karpatia Trucks workshop, the risk of the work forming the subject of the Agreement being lost or damaged shall transfer to Client at the time of pickup.
If Client opts for delivery the risk of the work forming the subject of the Agreement being lost or damaged shall transfer to Client at the time at which it is legally and/or actually delivered to The Client and is thus placed at Client’s disposal or at the disposal of a third-party nominated by The Client for that purpose.
20 Guarantees and Warranty
With regard to objects produced by Karpatia Trucks, a full warranty is valid for 24 months after Delivery.
Exceptions are as follows:
With regard to objects supplied by third parties, for example, but not limited to, kitchen equipment, generators, or water heaters, the guarantee obligations of Karpatia Trucks shall never be greater or of longer duration than the guarantee obligations of the supplying party towards Karpatia Trucks.
The automechanical and electrical performance of vintage food trucks, and their body condition, due to the immutable nature of the product, is not warrantied either.
No warranty is provided whatsoever for a vehicle if the Client supplies their own vehicle.
All obligations lapse if the objects are modified by The Client or any third party, by inexpert use, lack of care or if Client does not comply with provided instructions. No guarantee is applicable when defects are the result of normal wear and tear.
21 Act of God / Force Majeure
Karpatia Trucks is not required to comply with any obligation if prevented from doing so as a result of a circumstance that is beyond their control and for which they cannot be held accountable by virtue of the law, jurisprudence, case law or generally accepted views.
Karpatia Trucks can suspend its contractual obligations during the period of an Act of God. If the period of an Act of God lasts for longer than two months, either party shall be entitled to dissolve the agreement without being obliged to pay any compensation for damages to the other party. In this case, Karpatia Trucks will remain entitled to demand payment for the services it supplied with respect to the performance of the agreement before the circumstances that caused the Act of God to become apparent.
In these general conditions, Act of God is defined – in addition to that which is deemed as such by law and legal precedent – as all circumstances, foreseen or unforeseen, that are beyond the control of Karpatia Truck but which prevent Karpatia Trucks from meeting its obligations.
That includes strikes at Karpatia Trucks, strikes at any dockland or rail depot engaged in the transport of the object concerned, and general strikes which cause unforeseen delays. Karpatia Trucks is entitled to invoke Act of God if the circumstances rendering (further) fulfillment of the obligations impossible commence after the point in time at which Karpatia should have fulfilled its obligations.
22 Cancellation, Suspension, Termination and refunds.
22.1 Agreements can not be canceled by Client without Karpatia Trucks’ written consent.22.2 If a Client wishes to cancel the Agreement in whole or in part, Karpatia Trucks shall charge Client for all the activities carried out as well for all costs that arise from obligations of Karpatia Trucks that relate to the Agreement.
22.3 If in doing so as described under 22.2, the balance of activities, work carried out and costs arising from obligations of Karpatia Trucks relating to the Agreement, exceeds the thusfar paid deposits of Client, Client will be invoiced to pay the difference.
22.4 Karpatia Trucks will in a situation as described under 22.3 attempt to, but does not guarantee it can, sell the project to other clients or advertise it on the open market to find a new buyer for the unit, and use this new buyer’s funds to offset the difference to the Client so they do not have to pay this difference.
22.5 If no buyer is found, or if the sum of activities, work and costs arising from Karpatia Trucks’ obligations relating to the Agreement does not exceed the deposit paid by the Client, there is no right to a refund and Karpatia Trucks will retain the funds paid.
22.6 In the event Client cancels the Agreement, Client indemnifies Karpatia Trucks against any claim brought by third parties resulting from Client’s cancellation.
22.7 If Client is declared insolvent or bankrupt or if a petition is filed for Client’s compulsory liquidation or bankruptcy, attachment, debt rescheduling regulations, or any other circumstance that prevents Client from free access to their assets, Karpatia Trucks has the right, without being required to pay any compensation or reimbursement, to dissolve the Agreement in whole or in part or to suspend performance of the Agreement. Karpatia Trucks shall in that case be entitled to demand immediate payment of any outstanding amounts.
22.8 Karpatia Trucks has the right to terminate the Agreement if the Client fails to meet their contractual obligations or meet them in full.
22.9 Karpatia Trucks has the right to suspend performance of the contract or to dissolve the contract in whole, when Karpatia Trucks finds out that there are circumstances that lead to reasonable doubt about Client’s ability to meet its obligations.
22.10 Client can be required to provide sufficient security concerning the fulfillment of their obligations deriving from the Agreement. If this security is not given or not sufficient or when a delay caused by Client prevents Karpatia Trucks from meeting the original conditions of the Agreement, Client will not be entitled to any compensation.
23.1. In the unlikely event of Karpatia Trucks being held liable, that liability shall be limited to the provisions of this article.
23.2. Karpatia Trucks is not liable for damages consisting of or caused by faults relating to information and data provided by Client.
23.3. To the extent that Karpatia Trucks depends on the cooperation, services,parts and supplies of third parties for the performance of the Agreement, Karpatia Trucks will not be liable for any damage resulting from these relations or their discontinuation, irrespective of whether the damage is caused or becomes apparent when the Agreement with Karpatia Trucks is ongoing.
23.4. Karpatia Trucks does not accept any liability for loss resulting from the incorrect or improper use of the objects supplied by Karpatia Trucks, or resulting from the use of objects, which are modified by Client or any third party.
23.5. Karpatia Trucks does not accept any liability for lost revenues and other not truly incurred or imaginary damages as a result of extended delivery timelines or for any other reason.
23.6. Karpatia Trucks is only obliged to correct direct damage sustained by Client as a result of fault(s). Direct damage shall only concern:
- a) The reasonable costs possibly incurred to have Karpatia Trucks faulty performance meet the conditions of the Agreement unless the Agreement is terminated by Client;
- b) The reasonable costs made to determine the cause and size of the damage, given that this determination affects damage as described in this condition;
- c) costs made to limit the damage, given that Client proves that these costs have lead to a limitation of direct damage as described in these general terms and conditions.
In the event of any loss or damage Client must notify Karpatia Trucks of this in writing without delay, giving Karpatia Trucks a reasonable period of time, with a minimum of thirty days, to check Client’s loss or damage and to take care of recovery or limiting the damage.
Any such direct damage event must be first be resolved by having Client bring the unit back to a Karpatia Trucks workshop and giving Karpatia Trucks ample time to assess and correct the damage.
23.7. Karpatia Trucks is not liable to Client for any incidental, indirect, special, or consequential damages arising out of or in connection with the Agreement.
23.8 Karpatia’s liability for losses or damage suffered by Client as a result of the contract is limited by the amount for which Karpatia Trucks’ liability is insured. In the event of the damage, attributable to Karpatia Trucks, is not paid by the insurer of Karpatia Trucks, or falls outside of the scope of Karpatia Trucks’ insurance policy, the liability of Karpatia Trucks will not exceed the costs of the original order and has a maximum; Karpatia Trucks has no liability whatsoever beyond a sum of $10,000 (ten thousand US dollar).
23.9 Client indemnifies Karpatia Trucks of any claims by third parties, which have suffered damage as a result of the execution of the agreement and that have a cause that cannot be attributed to Karpatia Trucks.
24.1. Client should examine the work prior to delivery for visible defects. Any visible defects will be recorded in the delivery report, which will be signed by both parties. Except for these recorded defects, the work will be deemed to be accepted.
24.2. Non-visible faults or defects for which Karpatia Trucks is liable as a consequence of the Agreement must be reported in writing immediately after discovery, or immediately after they became reasonably visible, but at least within two months after delivery. If Karpatia Trucks does not receive report of any faults or defects within two months after delivery, the work is deemed to be accepted.
24.3 If a complaint is well-founded, Karpatia Trucks shall perform the rejected work anew, unless such has become demonstrably useless for Client. If it is no longer possible or useful to perform the work agreed upon. Karpatia Trucks shall only be liable within the limits of these general terms and conditions.
24.4 Complaints do not suspend the payment obligation.