CHUKUS 

1. Ownership and Title of Equipment

1.1 All refrigeration equipment, including but not limited to freezers, display units, and smart-monitoring hardware provided by the Company (collectively, the "Equipment"), remains the sole and exclusive property of CHUKUS.

1.2 This Agreement represents a bailment of the Equipment for mutual benefit. Retailer acquires no ownership rights, title, or equity in the Equipment.

1.3 Retailer shall not sell, lease, mortgage, pledge, create a security interest in, or encumber the Equipment in any manner.

2. Equipment Placement & Relocation

2.1 The Equipment will be delivered and installed at the Retailer’s address specified above.

2.2 Retailer agrees to place the Equipment in the right category, prominent, high-traffic visual location on the sales floor, as mutually agreed upon during installation.

2.3 Retailer shall not relocate the Equipment move it to another retail outlet, or transfer it off-premises without the prior written consent of the Company.

3. Exclusive Product Usage & Merchandising

3.1 Retailer agrees to use the Equipment exclusively for the storage, display, and sale of products manufactured, distributed, or approved by CHUKUS ("Approved Products").

3.2 Storing, cooling, or displaying any third-party, competitor, or unapproved products inside the Equipment is strictly prohibited and constitutes a material breach of this Agreement, giving the Company the right to immediate repossession.

4. Maintenance, Operation, and Utilities

4.1 Retailer shall provide, at its own expense, a continuous, dedicated, and properly grounded electrical power supply to keep the Equipment operating consistently within the required target temperature range of -18°C to -20°C.

4.2 Retailer is responsible for routine, basic day-to-day upkeep, including:

• Keeping the interior and exterior clean, sanitary, and free of debris.

• Ensuring ventilation grates and condenser coils remain free from blockage by inventory or boxes.

• Performing manual defrosting when ice buildup exceeds 0.5 inches.

4.3 Retailer shall not alter, deface, cover, or remove any decals, branding, logos, or serial numbers placed on the Equipment by the Company.

5. Condition Reporting, Inspection, and Access

5.1 Retailer agrees to submit a Monthly Freezer Condition Report via whatsapp at the end of each quarter

5.2 Retailer must notify the Company within 24 hours of discovering any mechanical malfunction, unusual noise, severe frost accumulation, broken components, or temperature fluctuations outside the target range.

5.3 The Company and its authorized technicians shall have the right to enter the Retailer’s premises during normal business hours to inspect, service, repair, or audit the Equipment and verify product compliance.

6. Risk of Loss, Damage, and Insurance

6.1 Retailer assumes all risk of loss, theft, damage, or destruction of the Equipment from the time of delivery until it is safely reclaimed by the Company.

6.2 In the event the Equipment is damaged, lost, or destroyed due to negligence, misuse, vandalism, or lack of proper cleaning/ventilation by the Retailer, the Retailer agrees to reimburse the Company for the full replacement cost of the Equipment.

6.3 Retailer shall maintain adequate Commercial General Liability and Property Insurance covering the Equipment against loss or damage while on the Retailer's premises.

7. Limitation of Liability and Stock Spoilage

7.1 The Company shall not be liable to the Retailer, its customers, or any third party for any direct, indirect, incidental, or consequential damages resulting from the malfunction, failure, or breakdown of the Equipment.

7.2 Stock Spoilage: The Company explicitly disclaims any liability for lost profits, business interruption, or spoiled inventory/product contained within the Equipment due to power outages, equipment failure, or delayed repairs. It is the Retailer’s responsibility to monitor temperatures daily and migrate inventory to alternative cold storage if a failure occurs.

8. Term, Termination, and Equipment Retrieval

8.1 This Agreement shall commence on the date of execution and continue on a month-to-month basis until terminated by either party giving thirty (30) days' written notice.

8.2 The Company may terminate this Agreement immediately and without notice if the Retailer breaches any clause of this contract (including exclusive use violations or quota failures).

8.3 Upon termination, the Company has the immediate right to enter the Retailer’s premises to reclaim and remove the Equipment. Retailer agrees to cooperate fully, clear the Equipment of all stock, and provide safe, unobstructed access for extraction.