TERMS: “Customer” is identified on the front side hereof and includes any of its representatives, agents, officers or employees and anyone signing this Contract on their behalf. “Equipment” is the equipment and/or services identified on the front side hereof, together with all replacements, repairs, additions, attachments and accessories thereto and all future Equipment rented. “Site Address” is the location that Customer represents the Equipment will be located during the Rental Period and is identified on the front side hereof. “CAR” is COLD AIR RENTALS LLC and its affiliated companies, their respective officers, directors, employees and agents. Customer rents the Equipment from CAR pursuant to this Contract. Customer’s acceptance of the Equipment constitutes Customer’s agreement with this Contract. This Contract is a true lease.
RENTAL PERIOD: “Rental Period” commences when the Equipment is delivered to Customer or the Site Address and continues until the Equipment is returned to CAR during normal business hours (or called off via an email to sales@coldairrentals.com), provided Customer has otherwise complied with this C ontract. CAR may terminate this Contract at any time, for any reason. At the end of the Rental Period, the Equipment shall be returned to CAR in the same condition it was received, less ordinary wear and tear and free of any hazardous materials and contaminants. The Rental Period and this Contract shall not terminate and rental charges shall continue to accrue until C AR confirms that the Equipment is returned in the condition required herein. (customer responsible for equipment until CAR actually picks up even if called off of rent prior)
PAYMENT: Customer agrees to pay CAR the rental rates (including any minimum rental) set forth in the order attached hereto and other charges described herein when due. Payment for the minimum rental period is payable before the delivery of the Equipment to the Customer or its agent or carrier. If any pay ment is not tendered when due, Customer agrees to pay a late charge from the date such payment becomes due of one and one-half percent (1.5%) per month, or the highest legally permitted rate, whichever is less, on any balance past due, together with all costs (including, but not limited to, attorneys’ fees) incurred by CAR to collect overdue amounts. Customer shall pay all personal property taxes, licenses fees, and registration fees which may now or hereafter be imposed upon the possession, lease or use of the Equipment.
INSPECTION: The Customer shall inspect the Equipment upon delivery. Upon acceptance of the Equipment at delivery the Customer is conclusively deemed to have accepted that the Equipment is in good running order without broken or worn out parts and in a clean and unmarred condition. CAR shall have the right at any time to enter the premises occupied by the Equipment and shall be given free access thereto and afforded necessary facilities for the purpose of inspection.
LOADING AND TRANSPORTATION: CAR shall deliver the Equipment to the Customer’s receiving point and shall pick up the Equipment during normal business hours when requested by Customer. The Customer shall pay all shipping expenses, demurrage and other charges for shipment to Customer’s receiving point and for the return to CAR.
PERMITTED USE: Customer agrees that CAR has no control over the manner in which the Equipment is operated during the Rental Period by Customer or any third party that Customer implicitly or explicitly permits. Customer warrants that: (a) prior to each use, Customer has or will inspect the Equipment to confirm that it is in good condition, without defects, and is suitable for Customer’s intended use; (b) any apparent agent at the Site Address is authorized to accept delivery of the Equipment (and if Customer requests, Customer authorizes CAR to leave the Equipment at the Site Address without requirement of written receipt); (c) Customer shall immediately notify CAR if the Equipment is lost, damaged, stolen, unsafe, disabled, malfunctioning, levied upon, threatened with seizure, or if any incident occurs; (d) Customer has received from CAR all information needed or requested regarding the operation of the Equipment; (e) CAR is not responsible for providing an operator or training unless Customer specifically requests in writing and CAR agrees to provide such training (Customer being responsible to obtain all training that Customer desires prior to the Equipment’s use); (f) only authorized individuals shall use and operate the Equipment (“authorized individuals” being those who are properly trained to use the Equipment and who are not under the influence of drugs or alcohol or otherwise impaired); (g) the Equipment’s use shall be in a careful manner, in compliance with all operational and safety instructions provided on, in or with the Equipment and all Federal, State and local laws, permits and licenses, including, but not limited to OSHA, and any environmental laws; and (h) the Equipment shall be kept in a secure location. Customer shall not change the use or location of the Equipment specified in the Contract, without the prior written consent of CAR.
USE AND MAINTENANCE: Customer, at its own expense, shall maintain the Equipment in good operating order, repair and condition and shall perform maintenance at least as frequently as stated in the applicable operator’s guide, service manual or maintenance guide. Customer shall not alter the Equipment if doing so would impair its originally intended function or use or reduce its value. Any alteration or addition to the Equipment shall be the sole responsibility of and at the sole risk of the Customer. Notwithstanding any provisions contained herein to the contrary, if the Equipment requires maintenance or repair while in Customer’s possession and (i) Customer elects to return the Equipment to CAR, CAR may provide for the replacement of the Equipment, if available, and Customer shall be responsible for all applicable transportation costs incurre d by CAR in providing such replaced Equipment; or (ii) Customer requests that CAR perform the required maintenance, Customer shall be charged travel time, mileage, labor and parts associated with the such maintenance provided by CAR. Customer shall be liable to CAR for all loss or damage to the Equipment in its possession.
RELEASE AND INDEMNIFICATION: CAR does not design or manufacture the Equipment and is not the agent of the party(ies) that do. CAR DISCLAIMS ALL REPRESENTA TIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT, ITS DURABILITY, CONDITION, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES ACCEPTANCE OF THE EQUIPMENT ON AN “AS IS” BASIS, WITHOUT ANY RECOURSE WHATSOEVER AGAINST CAR. CUSTOMER ASSUMES ALL RISKS ASSOCIATED WITH THE EQUIPMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER INDEMNIFIES, RELEASES, HOLDS CAR HARMLESS AND AT CAR’S REQUEST, DEFENDS CAR (WITH COUNSEL APPROVED BY CAR), FROM AND AGAINST ALL LIABILITIES, CLAIMS, LOSSES, DAMAGES AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND EXPENSES) HOWEVER ARISING OR INCURRED, RELATED TO ANY INCIDENT, DAMAGE TO PROPERTY, INJURY TO, OR DEATH OF, ANY PERSON OR CONTAMINATION OR ALLEGED CONTAMINATION, OR VIOLATION OF LAW OR REGULATION CAUSED BY OR CONNECTED WITH (I) THE USE, POSSESSION OR CONTROL OF THE EQUIPMENT DURING THE RENTAL PERIOD OR (II) THE BREACH OF THIS CONTRACT, WHETHER OR NOT CAUSED IN PART BY THE ACTIVE OR PASSIVE NEGLIGENCE OR OTHER FAULT OF ANY PARTY INDEMNIFIED HEREIN AND ANY OF THE FOREGOING ARISING OR IMPOSED IN ACCORDANCE WITH THE DOCTRINE OF STRICT OR ABSOLUTE LIABILITY. CUSTOMER’S INDEMNITY OBLIGATIONS SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS CONTRACT. ALL OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER THIS PARAGRAPH SHALL BE JOINT AND SEVERAL. IF ANY PART OF THIS SECTION IS DETERMINED INVALID BY A COURT OF COMPETENT JURISDICTION, CUSTOMER AGREES THAT THIS CLAUSE SHALL BE ENFORCEABLE TO THE FULLEST EXTENT PERMITTED BY LAW.
INSURANCE: Customer shall, at its own expense, (i) maintain public liability and property insurance to protect the Customer and CAR ag ainst damage to property or persons from the operation, handling or transportation of the said Equipment during the rental period, (ii) insure the Equipment for the loss by fire, theft, damage or other risk of loss customarily insured against on equipment such as the Equipment, (iii) maintain marine insurance on marine equipment and (iv) maintain such other insurance as may be requested by CAR. All such insurance shall be maintained in amounts satisfactory to CAR. Upon request, Customer shall provide CAR with proof of any such insurance.
TERMINATION OF THIS CONTRACT: Should the Customer (i) violate any provision of this Contract, or (ii) become bankrupt, become insolvent or make an assignment for the benefit of its, CAR may terminate this Contract, take possession of the Equipment wherever it may be found without becoming liable for d amages or for trespass, and, in addition to any other remedies CAR may recover all rental due together with any damage for injury to the Equipment and all expenses incurred in returning and repossessing the Equipment.
OWNERSHIP AND ENCUMBRANCES: Title to and ownership of the Equipment is, and shall at all times remain with CAR. Customer shall not remove or deface any plate or marking on the Equipment identifying CAR as the owner of the Equipment or the manufacturer’s serial number. The equipment is, and shall at all times remain personal property notwithstanding its use or manner of attachment to any other personal or real property. Customer shall keep the Equipment free and clear of any and all levies, liens, security interests and encumbrances of any kind, and shall give Customer prompt notice of any attachment or judicial process affecting the Equipment. LIMITATION: IN CONSIDERATION OF THE RENTAL OF THE EQUIPMENT, CUSTOMER AGREES THAT CAR’S LIABILITY UNDER THIS CONTRACT, INCLUD ING ANY LIABILITY ARISING FROM CAR’S OR ANY THIRD PARTY’S COMPARATIVE, CONCURRENT, CONTRIBUTORY, PASSIVE OR ACTIVE NEGLIGENCE OR THAT ARISES AS A RESULT OF ANY STRICT OR ABSOLUTE LIABILITY, SHALL NOT EXCEED THE TOTAL RENTAL CHARGES PAID BY CUSTOMER UNDER THIS CONTRACT. UNDER NO CIRCUMSTANCES SHALL CAR BE HELD LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. JURY TRIAL WAIVER: TO THE EXTENT PERMITTED BY LAW, IN ANY ACTION TO ENFORCE OR INTERPRET THIS CONTRACT, THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY, THIS WAIVER BEING A MATERIAL INDUCEMENT TO ENTERING INTO THIS CONTRACT.
GOVERNING LAW: This Contract shall be governed by the laws of the State of South Carolina. Any civil action or lawsuit arising from the perf ormance or non-performance of this Contract, whether based upon contract, negligence, strict liability or otherwise, shall be commenced within one (1) year from the date such claim or cause of action arose. (location of any hearing will be in Charleston County, SC).
ENTIRE CONTRACT: This Contract contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all previous or contemporaneous statements, purchase orders, agreements, and representations (except those written representations expressly incorporated in this Contract) and may be modified only by written instrument executed by the authorized representative of both parties. There are no other agreements, understandings, terms or conditions and neither party has relied upon any representation or warranty, express or implied, not contained in this Contract.
PRIVACY POLICY: Cold Air Rentals does not share, rent, or sell your information to any third party except to the extent it is necessary to provide services that you have requested.
MISCELLANEOUS: If for any reason Customer shall fail to return to CAR signed copies of this Contract, acceptance of the Equipment or services described in the face of this Contract or any conduct by Customer which recognizes the existence of a contract pertaining to the subject matter hereof shall constitute unqualified acceptance by Customer of the terms and conditions of this Contract. Any terms proposed by the Customer, including but not limited to the terms of the Customer’s purchase orders, which add to, vary from, or conflict with the terms herein are hereby objected to and shall be void. This Contract, whether used as an offer, an acceptance of an offer, or a confirmation of a contract, is conditioned on and limited to its terms. Any reference by CAR to Customer’s purchase order is solely for the purpose of incorporating the description and s pecifications of the equipment and services contained therein to the extent that such description and specifications do not conflict with the description and specifications on the face of this Contract. If any provision or provisions of this Contract shalt be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby; and all other provisions will be interpreted and deemed modified so as to be enforceable to the extent allowed by law.