Master Rental Agreement
U.S. Environmental Rental Corp.
Master Equipment Rental Agreement
This Master Equipment Rental Agreement (this “Agreement”), dated as of ________________________, by and between U.S. Environmental Rental Corp., a Massachusetts corporation (“USERC”), and the undersigned renter (“Renter”). USERC and Renter hereby agree that the following terms and conditions shall apply to each equipment order submitted by Renter and accepted by USERC. Equipment represented by any such equipment order is referred to herein as “Rented Equipment.”
I. Payment Terms. USERC standard terms of NET 30 days from invoice date, subject to the credit approval process, are applicable to all domestic and foreign shipments. Credit applications are available (i) upon request by dialing 1 (888) 550-8100 and (ii) for download on our website at www.usenvironmental.com. All international orders require a letter of credit from a United States bank or electronic wire transfer of funds with order. All fees associated with wire transfer will be added to the invoice. Invoices against all products or services shipped inside or outside the United States are payable in United States currency. Shipping charges to be prepaid and added to the invoice unless other means (FedEx, UPS or DHL account numbers) are provided by Renter. Renter shall pay all federal, state, municipal or other sales taxes or any other taxes upon the products and services provided to Renter by USERC. USERC reserves the right to charge Renter for special packing, shipping, handling and delivery fees required to comply with manufacturer’s specifications, applicable D.O.T. or other regulations or to meet Renter requirements.
II. Late Payment Fees; Costs of Collection. Amounts on all invoices more than thirty (30) days overdue will accrue interest at a monthly rate of 1.25% until paid in full. If USERC agrees to accept a credit card for payment for any past due invoice, a 2% surcharge will be added to the balance of such invoice (including any late interest charges). In addition, Renter agrees to pay attorneys’ fees, collection fees, court costs and any other expenses that USERC, in its sole discretion, incurs to (i) collect any amounts owed under any past due invoice, (ii) repossess Rented Equipment or (iii) enforce the terms of this Agreement.
III. Rental Term. The rental term will commence on the day Rented Equipment is received by Renter (whether equipment is picked up or shipped) and conclude on the date specified in the applicable rental order, unless such rental term is extended by mutual written agreement of USERC and Renter (the “Rental Term”).
IV. Order Process. USERC reserves the right to refuse any and all rental orders placed by Renter which do not comply with USERC’s applicable ordering policy. Once a rental order has been accepted by USERC, no price changes will be accepted except by mutual written agreement of USERC and Renter. No other terms or conditions shall be binding upon USERC unless covered by a separate written agreement executed by an authorized representative of USERC.
V. Purchase of Equipment. USERC offers certain equipment to its customers for purchase. USERC reserves the right to refuse any and all purchase orders placed by Renter which do comply with USERC’s applicable ordering policy. Once a purchase order has been accepted by USERC, no price changes will be accepted except by mutual written agreement of USERC and Renter. No other terms or conditions shall be binding upon USERC unless covered by a separate written agreement executed by an authorized representative of USERC. All sales of equipment are considered final upon pickup or shipment.
VI. Equipment Availability. USERC has a wide variety of available equipment at each of its office locations. To ensure availability, Renter agrees to provide at least three (3) weeks advance notice to USERC prior to the contemplated commencement of the Rental Term. USERC makes no representations with respect to availability of specific equipment, whether or not such advance notice is given.
VII. Risk of Loss. Renter agrees that it is solely responsible for the safekeeping of all Rented Equipment during the Rental Term. During the Rental Term, Renter agrees to assume all risks in connection with Rented Equipment, regardless of fault, including, without limitation, risk of use, risk of loss, risk of theft, risk of damage or destruction. Renter shall insure Rented Equipment against such risks for not less than the replacement value of each item and, if requested by USERC, Renter shall provide evidence of such insurance to USERC. Renter agrees that it is responsible for all charges, including labor costs, to repair or to replace Rented Equipment. Renter acknowledges that, prior to the commencement of the Rental Term, Renter examined the Rented Equipment, viewed the operation (if applicable) of the Rented Equipment and agreed that such equipment was in good working condition. Renter agrees to return the Rented Equipment in the same condition as received, ordinary wear and tear excepted. If Rented Equipment is not returned to USERC in good condition, Renter agrees that USERC may charge Renter a service and maintenance fee equal to the cost to restore the Rented Equipment to the condition it was in at the time Renter initially received it. If the returned Rented Equipment cannot be refurbished at a reasonable cost and in a reasonable period of time, USERC may charge Renter to replace the Rented Equipment.
VIII. Indemnification. Renter agrees to indemnify and hold harmless USERC, its officers, directors, officers, agents, stockholders and employees from and against any and all damages (including consequential damages), losses, liabilities, claims, suits, costs and expenses (including reasonable attorneys’ fees) resulting from or relating to (i) any breach by Renter of any provision, warranty or covenant, or any nonfulfillment of any obligation by Renter under this Agreement or (ii) any complaints, demands, claims or legal actions alleging illness, injury, death or damage as a result of Renter’s use or misuse of any Rented Equipment, or any other action or omission by Renter.
IX. Use of Rented Equipment. Renter represents that it is familiar with the proper and safe manner of using the Rented Equipment. Renter agrees that it will use the Rented Equipment only at the designated address(es) set forth in the applicable rental order and will use such equipment solely for the purpose for which such equipment was manufactured and intended. Renter agrees that it may not sublease or otherwise transfer the Rented Equipment.
X. Equipment Failure. In the event that any Rented Equipment does not operate properly, Renter agrees to immediately (i) cause the use of such equipment to be discontinued and (ii) notify USERC. In such event, USERC agrees, at its option and in its sole discretion, to (x) service the equipment to ensure operability in accordance with product specifications within a reasonable time, (y) provide Renter with a like item within a reasonable time, or (z) adjust the rental charges. Notwithstanding the foregoing, if any Rented Equipment requires repair or recalibration as a result of accident or Renter’s unauthorized tampering, repair, negligence, misuse or abuse of such equipment, Renter agrees to bear the entire cost to repair or replace the applicable equipment (including, without limitation, shipping costs).
XI. Return of Equipment. Renter agrees that the Rented Equipment shall remain the property of USERC during the Rental Term and is rented to Renter pursuant to the terms of this Agreement. If Renter fails to return Rented Equipment at the conclusion of the Rental Term, Renter agrees that USERC may enforce its ownership rights of the property by any means legally permissible including, without limitation, repossessing the property at any time by entering upon Renter’s premises. In addition, if Renter fails to return Rented Equipment at the conclusion of the Rental Term, Renter agrees to pay to USERC an amount equal to the replacement cost of the Rented Equipment plus any costs associated with replacing such equipment, plus any lost profits resulting from USERC’s inability to provide such equipment to another customer or customers.
XII. Breach of Agreement. Upon breach of this Agreement by Renter, USERC may, without prejudice to its rights to recover Rental Equipment and damages for such breach, immediately terminate this Agreement and any related equipment order. Immediately upon receipt of notice of termination, Renter shall return the Rented Equipment to USERC at Renter’s sole cost and expense.
XIII. Shipping. Renter agrees to pay all shipping costs, including insurance costs, for Rented Equipment under this Agreement. Upon receipt of shipment from USERC, Renter shall unpack and inspect Rented Equipment for damage and shortage. Renter shall not accept a damaged or short shipment until the freight carrier’s driver has made a “damage” or “shortage” notation on Renter’s copy and the freight carrier’s copy of the freight bill. Renter agrees to notify USERC immediately in the event that the equipment delivered is damaged or incomplete. USERC shall ship Rented Equipment by FedEx, DHL or UPS, if requested by Renter. International orders shall be shipped by air.
XIV. Warranty and Substitute Equipment. USERC warrants to Renter that, at the time of shipment or pickup, Rented Equipment will be operable in accordance with product specifications applicable to such equipment received by USERC from the manufacturer. Following notice to Renter, USERC reserves the right to substitute alternate equipment with specifications reasonably equivalent to the equipment ordered.
XV. Force Majeure. The performance by USERC of any covenant or obligation on its part to be performed under any agreement with Renter (including, without limitation, this Agreement) shall be excused by floods, riots, strikes, other labor disturbances, fires, wars, accidents, embargos, delays of carriers, failure of power or regular sources of supply, acts or restraints of government, or any other cause preventing such performance beyond USERC’s reasonable control.
XVI. Cancellations. If Renter cancels an order at least one (1) business day prior to shipment or pickup, Renter will not be billed for such equipment unless such equipment was special ordered. In such event, Renter will be responsible for the rental fee for the applicable Rental Term. If any order, other than a specially-ordered item, is cancelled following shipment, then Renter shall pay USERC a restocking fee of 25% of the total order price plus any accrued shipping charges. Equipment returned must arrive at any USERC office location within (3) days of original shipment and remain unopened in the original packing. Notice of cancellation of any order must be provided in writing to USERC.
XVII. Notices. Unless otherwise provided herein, all notices, demands or communications required or permitted hereunder shall be in writing. Any notice, demand or other communication given under this Agreement shall be deemed to be given if given in writing to the applicable address set forth below (or at such other address as the addressee shall have specified by notice actually received by the addressor) and (i) in the case of a letter, with first-class postage prepaid, return receipt requested and registered or certified, upon confirmation by the U.S. Postal Service of receipt or (ii) in the case of any nationally recognized overnight courier or express mail service, upon confirmation by such courier or mail service of delivery or refusal thereof.
XVIII. Entire Agreement; Amendment; Governing Law. This Agreement and any applicable equipment order shall control as to any equipment provided by USERC to Renter. If there is any discrepancy or conflict between this Agreement and any equipment rental order, this Agreement shall govern. This Agreement may not be altered, amended or modified except by a written instrument executed by authorized representatives of USERC and Renter. This Agreement and any equipment rental order shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its conflict of law principles.
XIX. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument. A fax transmission of a signature page will be considered an original signature page.