TERM. The term of this Rental Agreement commences upon receipt of the Equipment by Customer and will terminate on the date that CTL receives the Equipment returned to CTL in the properly required return condition, at a CTL designated facility. If a rental term is not stated in the rental agreement, such term shall be a minimum of 30 days. Upon the expiration of any rental term, the term will automatically continue to renew thereafter for an additional 15-day period(s).
EQUIPMENT RECEIPT BY CUSTOMER. At the time of receiving the Equipment from CTL, Customer shall inspect the Equipment, and unless noted otherwise in writing to CTL by Customer on the same day of receipt of the Equipment, Customer shall be deemed to have unconditionally and irrevocably accepted the Equipment in good condition, good operating order and free of damage.
RENT. Customer agrees to pay rent, together with all other amounts due hereunder, within 30 days following the invoice date without any deduction or set-off. Upon request, Customer shall furnish current hub-odometer readings, refrigeration unit hour meter readings and other Equipment use data,as reasonably requested by CTL. Any amount not paid when due shall be subject to a late fee of 1.5% per month, 18% per annum.
MAINTENANCE. Full-Service Maintenance, (at an additional fee to Customer) or Net Service Maintenance are options that CTL offers related to the Equipment, which is a selection to be made by the Customer during the initial stage of the Equipment Rental process. Full-Service Maintenance includes CTL and or legally required inspections to be performed by CTL on the Equipment at designated intervals and includes CTL standard required maintenance and/or replacement on Equipment parts needing same as they wear through their useful life. Net Service Maintenance requires that the Customer, having the sole responsibility, shall cause to be performed ALL legally required inspections and ALL industry standard maintenance on the Equipment at necessary intervals, including but not limited to the replacement of Equipment parts needing same as they wear through their useful life. All Full-Service maintenance or Customer requested repair or maintenance services on the Equipment, whether under a Full Service or Net Service Agreement, and whether required by CTL or requested by Customer to be performed by CTL or its Vendors on the Equipment, will be performed at the Customer’s site or at a CTL designated location during normal business hours (8:00am to 4:30pm Monday through Friday). Customer agrees to make the Equipment available accordingly and if the service or repair of the Equipment requires the Equipment to be brought to a CTL designated location, Customer will be required to arrange such transport at Customer’s sole cost and expense. Customers with Full-Service Maintenance agreements that have maintenance performed in accordance with the normal business hours and at the locations, as set forth above, will incur no charge from CTL. If such Full-Service Maintenance Customers cannot allow maintenance service during normal business hours, after hour up-charges will be invoiced to Customer. Customers with Net Service agreements that have maintenance or repair in accordance with the normal business hours and at the locations, as set forth above, will incur their existing labor rate, plus parts costs as they may apply. If such Net Service Maintenance Customers cannot allow maintenance or repair service during normal business hours, after hour up-charges will be charged to Customer. All CTL Vendor service, performed on the Equipment for maintenance or repair, will be billed at CTL cost plus 15%, unless the service is for maintenance on Full-Service Maintenance Equipment during normal business hours performed at the Customers site or at a CTL designated location, which such will then incur no charge.
ALTERATIONS. Customer shall not make any alterations or additions (including lettering, painting, and decals) to the Equipment, unless approved in writing by CTL. CTL and its agents shall have the right, upon same day notice, during normal business hours to enter the premises where the Equipment is located for the purpose of inspecting the Equipment.
USE AND OPERATION. Customer warrants and covenants that: (a) the Equipment shall be used only in the continental United States and Canada; (b) the Equipment shall not be operated by any person other than agents or employees controlled by Customer, each warranted to be a careful, dependable operator, not operating under the influence of alcohol or drugs, and duly qualified by any and all applicable state and federal law or authority, with a valid license to operate such Equipment; (c) Customer shall use each piece of Equipment as designated by its understanding between Customer and CTL, those being Road, Cartage or Storage, and any such misuse by customer shall render all obligations by CTL to be suspended or terminated along with the implementation by CTL of applicable rate changes, invoiced to Customer; (d) Customer shall notify CTL in writing within 15 business days following the change in the garage location of any Equipment; (e) Customer shall comply with all laws, including but not limited to, statutes, regulations, rules, ordinances and orders of any governmental or quasi-governmental entity including, without limitation, the Federal Motor Carrier Safety Administration Rules and Regulations, affecting the use, operation or maintenance of the Equipment (f) Customer shall comply with the Equipment manufacturer’s loading limitations and avoid abusive handling and concentrated or excessive loads; (g) Customer shall provide CTL with any operational data as may be required by any governmental agency and such data shall be true and accurate; (h) Customer shall not tamper with, disconnect or otherwise interfere with the operation of the Equipment in any manner, including but not limited to any mileage hub-odometer, refrigeration hour meter or other monitoring device associated with the Equipment and shall promptly report any malfunction of same to CTL; and (i) Customer shall not operate any Equipment that Customer has reason to believe is not in safe operating condition. In the event CTL incurs any fines, penalties, or levies, including but not limited to tolls and parking citations, arising in connection with the Equipment during the Rental Term, Customer shall reimburse such amount to CTL together with a 15% processing fee incurred or a $75.00 fee, whichever is greater. If the Equipment has a GPS device, Customer authorizes CTL to identify the location of Equipment as CTL deems necessary and Customer agrees not to remove or impair any such device. Any breach of Use and Operation of the Equipment by Customer will allow CTL in its sole discretion to terminate the rental agreement and demand the immediate return of the Equipment from the Customer.
RISK OF LOSS. From the Receipt Date of the Equipment by Customer and until the Equipment is returned to CTL, Customer shall solely bear the entire risk of loss including, but not limited to, damage, destruction, confiscation, or impoundment to the Equipment. If during the Rental term, any Equipment becomes damaged beyond repair, lost, stolen, destroyed, in the event of any condemnation or taking by a governmental authority, Customer shall promptly notify CTL. In such event of total Loss of the Equipment, the Equipment will stay on rent until Customer has paid CTL the greater of the stated value of the Equipment in the Rental Agreement, if any, or the Fair Market Value of the Equipment, as solely determined by CTL, and any other rent, fees or expenses owed by Customer to CTL including, but not limited to, titling, and other administrative costs with respect to the Equipment.
INSURANCE. At all times during the Term, Customer shall maintain, at its sole expense, the following insurance, by an Insurance company recognized and rated by AM Best with a rating of A or better: (a) Commercial Auto Liability insurance in the amount of no less than 1 million dollars per occurrence, (b) Commercial Auto Physical Damage Insurance in the amount of no less than the total amount of the value of the Equipment; (c) Commercial General Liability Insurance in the amount of no less than 1 million dollars per occurrence and; (d) Workers Compensation Insurance, with minimum legally required statutory coverage, which shall also include a Waiver of Subrogation in favor of CTL. There are additional Insurance requirements for the transport of Hazardous Materials in the Hazardous Materials paragraph to follow. Customer shall name CTL, its successors and assigns, sole loss payee and additional insured under such insurance policies on an Accord form Certificate of Insurance and by Endorsement to the Policies and on all such coverages. Each policy shall provide that the insurer will provide at least 30 days (10 days’ notice for failure to pay premiums) prior written notice to CTL of cancellation, and no policy shall contain a deductible of more than $25,000 for any liability and a $1,000 deductible for casualty or damage to the Equipment. Each such insurance policy and certificate of insurance shall be in proper form and substance satisfactory to CTL and from an insurer as set forth above. Customer appoints CTL as Customer’s attorney-in-fact to make and settle all insurance claims in CTL’s sole discretion, receive payment of and execute or endorse in Customer’s name all documents, checks or drafts therefor, take the proceeds thereof, and apply the same to any damage or loss to CTL’s interests. If any insurance payment for damage or loss is insufficient to cover Customer’s obligations hereunder, Customer shall remain liable to CTL for the difference. CTL reserves the right to increase any of the Insurance requirements at any time during the term of this rental agreement.
HOLD HARMLESS. Customer shall defend, indemnify and hold harmless CTL, its employees, officers, directors, agents and assignees from and against any and all claims, actions, suits, proceedings, costs, expenses (including, without limitation, court costs, witness fees and attorneys’ fees), damages, obligations, judgments, orders, penalties, fines, injuries, liabilities and losses including, without limitation, actions based on any liability arising out of or in connection with any matter involving each Rental Agreement and the Equipment including, without limitation: (a) any loss or damage CTL may sustain as a result of any damage to or loss of any Equipment due to any cause, including without limitation: collision, fire, lightning, theft, explosion or flood; (b) any loss or damage resulting from the death or injury to, or damage to the property, including cargo, of any person as a result, in whole or in part, of the use or condition of any Equipment, whether arising in strict liability or otherwise; (c) any loss, claim, liability, damages, expense or disbursement, penalty or fine, disposal, remediation or corrective action cost, or forfeiture or seizure that may arise in whole or in part from the use or condition, actual or alleged, of any Equipment or the failure, actual or alleged, of Customer to use and maintain any Equipment, or as applicable, timely make it available for maintenance by CTL, as provided under the Rental Agreement and in compliance with Applicable Laws; (d) any claim, lien or liability arising from work performed or for materials supplied in connection with the operation or maintenance of any item of Equipment; and (e) Customer’s breach of its obligations under the Rental Agreement.
HAZARDOUS MATERIALS. Except as permitted by way of a signed written Agreement between Customer and CTL, Customer shall NOT transport, load, or store in or on any Equipment, the following including, but not limited to, any medical wastes, hazardous wastes, infectious materials, poison gases, radioactive materials, or explosives, provided that Customer may use the Equipment for transportation of hazardous materials packaged for retail consumer sale. If CTL determines that Customer has used any Equipment for prohibited purposes without CTL’s written consent, CTL in its sole discretion may require Customer to immediately purchase the Equipment at the CTL solely determined Fair Market Value, (prior to the improper use) or in the alternative CTL may require Customer, before return of the Equipment, to have the Equipment certified as being free of Restricted Materials by a certified third-party inspector, such inspector to be approved in advance by CTL. If permitted by CTL, any Equipment used to haul or store Restricted Materials will require Customer to maintain, in addition to the all the insurance required in this agreement, a policy for Environmental Impairment Liability or Pollution Liability, approved in advance by CTL, with a minimum combined single limit of not less than five million ($5,000,000) per occurrence, naming CTL and its assigns as additional insured on the Certificate of Insurance and by Endorsement to the policy and before return of the Equipment, to have the Equipment certified as being free of Restricted Materials by a certified third-party inspector, such inspector to be approved in advance by CTL..
TAXES AND FEES. In addition to the Rent, Customer shall pay, or reimburse CTL for payment of, all fees, fines, penalties, sales,use taxes and other taxes, levied against, or based upon the Customers use of the Equipment under this Rental Agreement, along with any applicable expenses that CTL incurs processing such, plus 15%.
DEFAULT. The occurrence of one or more of the following shall constitute a Customer to be deemed in Default: (a) Customer fails to pay any Rent or any other amount due to CTL, within 30 days following an invoice date;(b) Customer fails to perform any material term or condition of this Rental Agreement, including but not limited to strict adherence to the safe operation, inspection and upkeep of the Equipment; (c) Customers fails to comply with Customer’s insurance obligations; (d) Customer becomes insolvent or becomes subject to any bankruptcy proceedings; (e) Customer defaults under any other agreement with CTL or any affiliate of CTL.
Upon the occurrence of an Event of Default, and in accordance with the aforementioned, CTL may, at its option and without demand or notice to Customer, do any one or more of the following, with or without terminating this Rental Agreement: (a) pay all amounts required to be paid or perform any obligations required to be performed by Customer to a 3rd party in connection with the Equipment and charge Customer as additional rent, the amount paid and the reasonable value of all services performed therefore plus 15%; (b) suspend CTL’s maintenance and repair obligations; (c) enter upon any premises where Equipment is located and take immediate possession of the Equipment, or render such Equipment unusable, without demand or notice and without any court order or other process of law, and no such action shall constitute a termination of this Rental Agreement; (d) or require Customer to immediately return the Equipment to CTL. No termination, repossession, or other act by CTL after default by Customer shall relieve Customer from any of its obligations hereunder. In addition, Customer shall pay to CTL on demand all other fees, charges, costs, and expenses due to CTL, in connection with the enforcement of CTL’s rights hereunder including, but not limited to, reasonable attorneys’ fees. The remedies provided herein are cumulative. If CTL takes possession of any item of Equipment with property contained in, upon or attached to the Equipment, CTL may take possession of such property and hold it in CTL’s possession or in public storage for and on the account and the expense of Customer, at a standard of care required by law and CTL may dispose of same property as the law allows.
EQUIPMENT TITLE. At no time shall Customer acquire any right, title, or equitable interest in any Equipment other than the right to use the Equipment in accordance herewith. Customer shall not pledge or encumber any Equipment, or in any manner whatsoever, nor create or permit to exist any levy, lien, or encumbrance thereof or thereon except those created by or through CTL’s written consent.
WARRANTY DISCLAIMER. Upon receipt of the Equipment, Customer acknowledges that the Equipment is in good and satisfactory condition. CUSTOMER AGREES THAT IT IS RENTING THE EQUIPMENT FROM CTL IN “AS IS, WHERE IS” CONDITION AND THAT CTL HAS MADE NO REPRESENTATIONS OR WARRANTIES AS TO ANY MATTER WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY EQUIPMENT, MAINTENANCE OR REPAIR WORK AND CTL SHALL NOT BE DEEMED TO HAVE MADE, BE BOUND BY OR LIABLE FOR ANY REPRESENTATION, WARRANTY OR PROMISE MADE BY THE EQUIPMENT MANUFACTURER.
LIMITATION OF LIABILITY. CTL shall not be liable to Customer, anyone, or entity related to Customer through this Equipment Rental, in connection herewith for incidental, special, indirect, consequential or exemplary damages of any kind including, but not limited to, lost profits and/or business interruption damages, including without limitation (i) loss or damage to personal property in the Equipment at any time, (ii) loss of business of due to delay or failure to deliver or maintain the Equipment, (iii) and/or the failure of any Equipment to operate at any time. Customer shall defend, indemnify, and hold CTL and its affiliates harmless from and against all claims arising out any event related to this rental agreement not solely caused by CTL, for any such losses or damages without limitation for all circumstance.
CUSTOMER HEREBY WAIVES ANY AND ALL CLAIMS FOR DAMAGES OF ANY KIND AGAINST CTL, ITS AFFILITES AND ITS ASSIGNS INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY AND PROPERTY DAMAGE WHICH MAY BE SUSTAINED AS THE RESULT OF ANY DEFECT IN ANY EQUIPMENT, WHETHER BASED IN STRICT LIABILITY OR OTHERWISE.
EQUIPMENT RETURN. Customer shall surrender and return the Equipment to CTL at CTL’s designated return location, in the same condition which the Equipment was received by Customer. Such condition shall include, but not be limited to the Equipment being free of damage and/or improper repairs, free and clean of all debris, decals, and/or decal residue, other than normal wear if the Rental Agreement is a Full-Service Agreement. Upon return of the Equipment, CTL will inspect the Equipment and any Equipment not returned in the proper Return Condition shall remain subject to Rent for a period reasonably required to restore such Equipment to the proper Return Condition. Customer shall reimburse CTL for all costs incurred by CTL to return Equipment to the CTL Location, if not done so by Customer and for the cost in restring the Equipment to the proper Return Condition at retail cost plus 15%.
ASSIGNMENT. Customer may not assign, transfer, sell, sublease, pledge or otherwise dispose of the Equipment covered by this Rental Agreement, or any interest therein without CTL’s prior written consent. Any purported Transfer in breach hereof shall be null and void. CTL consent to a Transfer does not constitute a release of Customer’s responsibilities under this agreement, unless agreed to in writing by CTL.
GOVERNING LAW; JURY WAIVER. This Rental Agreement shall be governed by the laws of New Jersey. The Parties hereby consent to exclusive jurisdiction in courts located in New Jersey and waive any objection relating to improper venue or forum, with respect to any such court. CUSTOMER AND CTL HEREBY EXPRESSLY WAIVE ANY RIGHT TO DEMAND A JURY TRIAL WITH RESPECT TO ANY ACTION OR PROCEEDING ARISING IN CONNECTION HEREWITH.
DOCUSIGN or RENTAL DOCUMENT. Any document sent by CTL to Customer for signature pertaining to the Equipment to be rented by Customer, references these Rental Terms and Conditions as set forth on the CTL Website, and by executing same, Customer acknowledges it has reviewed and fully accepts these Rental Terms and Conditions.
ADDITIONAL INFORMATION. CTL may supply missing information related to the Equipment Rental including, but not limited to, identification information, dates, and contract information.
SECURITY DEPOSIT. In the event CTL requires a security deposit, Customer shall not be entitled to interest upon such deposit. The failure of CTL to insist at any time upon the strict performance of any of the terms and conditions hereof or to exercise any right or remedy, or the waiver by CTL of any breach of any of the terms, covenants or conditions hereof shall not be construed as thereafter waiving any such terms, covenants, conditions, rights, or remedies. If any provision hereof shall be prohibited by or invalid under law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions hereof.
FORCE MAJUERE. The Party claiming to be affected by a force majeureevent shall promptly notify the other Party in writing and shall furnish the other Party within three (3) business days thereafter appropriate proof of the occurrence of the force majeureand the expected duration of the adverse effects resulting from such force majeure. The Party claiming a force majeureevent renders the performance of all of part of this Agreement impossible or impracticable shall also use all practicable and reasonable efforts to eliminate or mitigate the impacts of the force majeureevent on performance of its obligations hereunder. Upon the removal of the force majeure event, the affected party shall expeditiously cure any of its missed performance obligations.
ENTIRE AGREEMENT. These Equipment Rental Terms and Conditions constitute the entire agreement of the Parties with respect to the Rental Equipment and shall be binding upon each party and their respective representatives, successors, and assigns. These Terms and Conditions may not be amended or altered in any manner except in writing signed by a duly authorized representative of Customer and CTL. In the event that the Customer receives any other documentation relating to the Equipment, whether from CTL or a CTL 3rd party, such shall be solely for the singular purpose of identifying the Equipment and no other terms or conditions set forth therein shall have any effect in modifying these Rental Terms and Conditions set forth herein.