RENTAL AGREEMENT TERMS
DESCRIPTION OF PROPERTY: Te property ("Property") subject to this Agreement shall be the specifc items of equipment listed on the Rental Agreement prepared by Scheimpfug at the time of delivery of such equipment to or on behalf of the customer, whose name appears above ("Customer"). Such Rental Agreement, which specifes the rental rate, shall be deemed a part of this Agreement, as if fully incorporated herein. Upon pickup of the Property by Customer at Scheimpfug's place of business, or upon receipt by Customer after a shipment, it is Customer's responsibility to determine that the order is complete and to immediately notify Scheimpfug prior to taking delivery, of any discrepancies.
TERM OF RENTAL: Unless otherwise specifed in the Rental Agreement, all Property shall be rented on a day-to-day basis and all rental rates shall apply to each full day or any fraction thereof which has elapsed between the time the Property is delivered to Customer and the time it is returned to Scheimpfug. Te manner by which "delivery" and "return" are to be accomplished are described herein below. Pickup by the Customer from Scheimpfug or shipment by Scheimpfug of the Property after 4:00 PM shall not be deemed a rental day. Return of the property to Scheimpfug after 10:00 AM will be deemed an additional rental day. Where the Property has not been returned to Scheimpfug the date specifed in the Rental Agreement, rent shall continue to accrue on the Property on a day-to-day basis at the rate contained on the applicable invoice, until such time as the property has been returned to Scheimpfug in the manner provided for below. Regardless of the period of rental specifed in the Rental Agreement, Scheimpfug, by notice to the customer, cancel any agreement at any time during the term of rental if Scheimpfug deems that the customer is misusing equipment, the terms of this Agreement are not being met, or customer has breached this Agreement in any
DELIVERY: Customer, by signing this agreement acknowledges that the property will be deemed "delivered" to it for all purposes when it leaves Scheimpfug place of business in the possession of the customer, any agent of the customer or any third party carrier. Customer bears full responsibility for all transportation arrangements for the property (including s of the Cutomer (including, but not limited to, drayage houses, storage facilities and/ or Hotel concierge desks) or any third party carrier shall not be deemed to have been "returned" to Scheimpfug until Scheimpfug has received full replacement value from the Customer or the Customer's insurer, including payment of any continuing rental charges, or the equipment has been released by the governmental agency or third party and is in the physical condition of Scheimpfug, in an undamaged condition. Under no circumstances shall Scheimpfug be deemed to have accepted return delivery of or otherwise "signed of " on particular items of equipment until such time as each item has been unpacked from its shipping container, examined by Scheimpfug's employees and individually bar code scanned into Scheimpfug's computerized inventory system as returned and undamaged.
RATES AND CHARGES: Te rent payable for any item of Property shall be that set forth in the Rental Agreement. Tis rate is ofered to Customer based upon Customer's credit information available to Scheimpfug at the time of rental. Tis completed Rental Agreement must be signed and returned to Scheimpfug at least three (3) days prior to the frst rental. If this information is incorrect or changes during the course of a rental, Scheimpfug may revise the applicable rate without notice. Rent is payable according to the terms contained on Scheimpfug's Rental Agreement and/or Invoice to the Customer. If not paid when due, rent shall bear interest at the rate of one and one-half percent (1 1/2 %) per month from the date rental charges were incurred. Any discounts granted by Scheimpfug may be revoked at any time after thirty (30) days. Scheimpfug's published rates are subject to change at any time without notice. All rates are FOB Scheimpfug, and Customer is responsible for all shipping and delivery charges. Scheimpfug may assess an additional charge in accordance with its then current rate schedule for pickup and delivery, early pickup services during non-business hours, and technical support for the operation of equipment. Canceled orders will be subject to Scheimpfug's then current cancellation charge. No allowance will be made for items delivered to but not used by the Customer. Te Customer shall pay all taxes, transportation charges, duties, broker's fees, bonds or other costs imposed on the rental of the property by the
LIMITED WARRANTY: Scheimpfug warrants that, when delivered to the Customer, all Property will be operational to accepted manufacturer specifications, in the event of a malfunction, customer must notify Scheimpfug immediately and Scheimpfug will have no responsibility for any malfunction reported after termination of the rental for such property. customer shall not attempt to service or repair any of the property and any attempt by the customer to service or repair the property, will void the limited warranty provided herein. Te limited warranty provided herein shall not apply to any malfunction resulting from mishandling or improper operation of the property after delivery to the customer. scheimpfug shall have no liability arising out of the customer's inability to operate the property in accordance with manufacturer's instructions and contemplated use, except as set forth herein, scheimpfug makes no warranty with respect to the property and expressly dis- claims any warranty, implied or otherwise, that the property is suitable for the customer's intended use. scheimpfug productions shall not be liable for any consequential damages and its liability for any breach of the warranty granted hereunder shall be, in scheimpfug's discretion, replacement or repair of any defective property or a refund of any rent paid by the customer in connection with such property.
DAMAGE AND INSURANCE: Te customer acknowledges that when the property is delivered to the customer, the customer will have examined the property and found it to be in good working order. Te customer shall have full responsibility and liability to Scheimpfug for the actual cost to repair or replace any property which during the period between delivery to the customer and Scheimpfug has been lost, stolen, or damaged from any cause whatsoever (other than from a malfunction to which Scheimpfug's limited warranty applies or ordinary wear and tear). Te Customer assumes any and all risk of loss once the property leaves Scheimpfug's place of business until such time as the property is returned to scheimpfug in the manner provided herein, except at such times as the equipment is in the exclusive control of authorized Scheimpfug employees. Te customer shall also be liable to Scheimpfug for any continued rental charges during a reasonable time required to repair or replace damaged equipment, to the extent the customer is responsible under this agreement for such damage or loss, the customer shall be liable to Scheimpfug for the full replacement cost of all property which must be replaced as a result of damage, loss or the customer's failure to return the property to scheimpfug. Te liability of customer hereunder is primary and shall only be reduced in the event and to the scheimpfug productions actually receives any applicable insurance proceeds. Acceptance by Scheimpfug of the return of any Property shall not be deemed a waiver by Scheimpfug of any claims which Scheimpfug may have against the Customer under this paragraph, even though any damage for which the Customer is liable hereunder is discovered later. Prior to taking delivery of the Property, the Customer shall provide to Scheimpfug a Certificate of Insurance acceptable to Scheimpfug, with Scheimpfug named as the loss payee, in a form and amount satisfactory to Scheimpfug, evidencing Customer's insurance covering all risk ofoss to the Property at replacement cost value plus any continuing renal charges at the same rate set forth on the Rental Agreement (such payments to continue until the selection of a third party carrier if required), unless other arrangements are made in a writing signed by an authorized representative of Scheimpfug. Should the Customer fail to specify in writing the exact manner by which transportation and delivery shall be accomplished, customer shall be deemed to have authorized Scheimpfug to employ methods of delivery that Scheimpfug, in its sole discretion, deems to be appropriate for the particular circumstances under which the transportation and/or delivery will occur, including the use of any third party carriers, drayage houses, and/or storage facilities, with the customer bearing the entire risk of loss and/or damage to any Property once it has left Scheimpfug's place of business. In the event Scheimpfug agrees in writing to deliver the Property to a location away from Scheimpfug's place of business, the Customer shall provide Scheimpfug with detailed written instructions for the manner and location of such delivery. If the Customer fails to provide such instructions, or if such instructions fail to address specifc aspects of the delivery process, Customer shall be deemed to have authorized Scheimpfug to accomplish delivery in any manner that Scheimpfug, in its sole discretion, deems to be appropriate for the particular circumstances under which the delivery will occur, including delivery to a drayage house or storage facility, with the Customer bearing the entire risk of loss and/or damage to the Property once it is no longer in the physical custody of authorized Scheimpfug's employees.
RETURN: THE PROPERTY SHALL BE DEEMED "RETURNED TO SCHEIMPFLUG WHEN IT HAS BEEN DELIVERED TO SCHEIMPFLUG'S OPERATIONS DEPARTMENT. THE CUSTOMER SHALL CONTINUE TO BEAR ANY AND ALL RISK OF LOSS AND/OR DAMAGE TO THE PROPERTY UNTIL RETURN HAS BEEN ACCOMPLISHED IN THIS MANNER. Equipment that has been damaged or destroyed while in the possession of the Customer, an agent of the Customer or any third party carrier shall not be deemed to have been "returned" to Scheimpfug until such time as it has been repaired (as provided below) and Customer has released in writing by an authorized representative of Scheimpfug from liability for any further rent, or Scheimpfug has received full replacement value from the Customer or the Customer's insurer, including payment of any unpaid and/or continuing rental charges. Likewise, equipment that has been lost, stolen or seized by a governmental agency while in the possession of the Customer, an agent date of receipt of the replacement cost by Scheimpfug, including coverage of the Property while in transit. Te customer's insurance must include rented or leased equipment coverage and must provide coverage during the entire time of rental or lease, including transportation of the equipment to and from Scheimpfug's place of business, even if such transportation is accomplished by a third party carrier.
USE OF PROPERTY: Te Customer shall at all times retain the Property in his own custody.. Te Customer shall operate the Property in accordance with the manufacturer's instructions and contemplated use and shall not use the Property in any manner which will subject it to abnormal or hazardous conditions, including, but not limited to: not using the Property in accordance with manufacturer's instructions and contemplated use, negligence (defned as, but not limited to, failure to provide prudent security measures to prevent theft or carelessness in maintaining the equipment properly); or misuse (defned as, but not limited to, improper use of the equipment causing damage due to the utilization of the equipment in a manner for which it is not designed). Te Customer shall not make any alterations or improvements to the Property with- out the prior written consent of Scheimpfug and shall not deface, remove, or cover any nameplate on the Property showing Scheimpfug ownership. All Property shall be operated in accordance with applicable Federal, State or local law.
INDEMNIFICATION: Te Customer hereby agrees to indemnify and hold Scheimpfug harmless from and against any and all losses and/or claims, including attorneys' fees, arising out of Customer's possession, use or operation of the property during the time between delivery of the Property to the Customer and its return to
TITLE MATTERS: Tis Agreement constitutes a lease and not a sale of the Property or the creation of a security interest therein. No part of the rental payments made under this Agreement shall be deemed payment towards the purchase of any of the Property. Title to the Property shall remain at all times in Scheimpfug. Te Customer hereby acknowledges Scheimpfug's ownership and title in the Property and agrees to keep the Property free of all liens, levies, and encumbrances. Tis Agreement constitutes a lease to the Customer exclusively and the Customer shall not assign any rights under this Agreement (or sublease the Property to any other person or entity). Scheimpfug shall have the right to assign its rights and obligations under this Agreement without the consent of the Customer. In the event of any such assignment, the Customer waives the right to assert any claim by the Customer against Scheimpfug as a defense against any such assignee.
RIGHT OF ENTRY AND INSPECTION: Scheimpfug shall have the right to inspect the Property at any time during the rental term. Customer shall make any and all arrangements necessary to permit a qualifed representative of Scheimpfug's access to the location of the Property. If a breach of any of the provisions of the Rental Agreement occurs, Scheimpfug has the right to remove all of the Property without liability to Customer, and without prejudice to Scheimpfug's right to receive rent due or accrued, up to and including the date of removal of the Property
GOVERNING LAW: Tis Rental Agreement shall be governed by and construed in accordance with the laws of the State of New York for all purposes related to this Agreement. Te prevailing party in any proceeding shall be entitled to an award of attorneys' fees and litigation costs.
MISCELLANEOUS: Tis Agreement, the Rental Agreement and any extension of the rental term set forth in the Rental Agreement issued by Scheimpfug from time to time shall constitute the entire Agreement of Scheimpfug and the Customer with respect to the Property. Tis Agreement may not be modifed without a writing signed by both the Customer and an authorized representative of Scheimpfug. All obligations of the Customer hereunder shall survive expiration of the rental term set forth on any Equipment Delivery Receipt or any extension of the rental term set forth in the Sales Order. Any notice required or permitted to be sent under this Agreement shall be deemed sent (1) when delivered to the business ofce of the addressee by messenger or express mail delivery or (II) three (3) days after deposit in the US Mail with frst class postage prepaid to the address set forth on the most recent Equipment Delivery Receipt. Notwithstanding any prohibition on assignment, this Agreement shall be binding upon and inure to the beneft of the successors and assigns of the parties. Te person signing this Agreement on behalf of the Customer warrants that such individual has been duly authorized to execute this Agreements and to bind the Customer to its terms. In the event any provision of this Agreement is held to be unenforceable, such provision shall be severed from this Agreement and the remainder shall be deemed fully enforceable. Te Customer hereby represents to the best of its knowledge, that all information provided is true and correct. By signing this Account Establishment Form and accepting delivery of equipment from Scheimpfug, the Customer agrees to be bound by all of the Rental Terms and Conditions in efect from time to time, as set forth in this document. Further, by signing the agreement on page 1 (one), the signatory hereby represents that they are an authorized agent of the Customer or are otherwise authorized to bind the Customer to this Agreement.