THESE SUPPLEMENTAL TERMS AND CONDITIONS (THE “SUPPLEMENT”) ARE A PART OF THE AGREEMENT FOR THE RENTAL OF ALL EQUIPMENT, VEHICLES, AND/OR ITEMS SHOWN ON THE RENTAL CONTRACT, INCLUDING ALL PARTS OF AND ACCESSORIES TO SUCH ("EQUIPMENT"). BY ACCEPTING THE EQUIPMENT, CUSTOMER AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS, AS WELL AS THE TERMS OF THE RENTAL CONTRACT.
1. RENTAL PERIOD AND ACCOUNTS
Madco Logistics, LLC, an Arizona limited liability company (“Company”) rents the Equipment to Customer for the period (the “Rental Period”) commencing at the time stated in the Rental Contract, or if not stated, when the vehicle which is a part of the Equipment leaves Lessor’s place of business (the “Premises”), and ending at the time stated in the Rental Contract, or, if not stated, at the time all the Equipment is returned to the Premises, provided that such return is during Company’s normal business hours, subject to a charge for any minimum rental period. Company may terminate the rental at any time by written notice to Customer and/or by retaking possession of the Equipment and returning it to the Premises. During the Rental Period, no abatement in rent or rental allowance will be made for evenings, Sundays, holidays, or time in transit, nor for any period the Equipment is not actually in use or subject to repair. At the discretion of the Company, a security deposit shall be posted prior to any rental in an amount determined by the Company, in its sole discretion.
Any disputed charges must be brought to the attention of Company in writing within fifteen (15) days of the date of receipt of any statement or invoice for the charges assessed, or the invoice or statement is deemed correct and undisputed. At Company’s discretion, any Customer whose account with Company is delinquent may be placed on suspension, requiring the immediate return of all Equipment to the Premises and/or the pick-up of such Equipment without notice. Customer agrees that if the Rental Contract is referred to an agency or attorney for collection or enforcement, Customer will pay reasonable agency and attorney's fees and costs, including lien preparation costs, incurred for the enforcement hereof, whether or not a lawsuit is filed.
Customer authorizes Company to make whatever credit inquiries it deems necessary in connection with the request to rent any Equipment. Customer authorizes Company to present this Supplement to each financial institution (i.e. bank, savings and loan association, credit union, etc.) and trade reference(s) which can rely upon and accept Customer’s authorization to disclose to Company and/or their respective designees (and any assignee or potential assignee thereof), Customer information normally released to a prospective creditor including: length of time Customer’s account has been active, average monthly balances, payment trends, and details of any lending relationship. Customer represents and warrants that customer is not a "Consumer" as defined in the Federal Consumer Credit Protection Act, or any acts there under, and they waive any rights granted to them under those acts, their successors, or under other Federal or State Laws pertaining to "Consumer” rights. Customer further represents and warrants that all rentals or purchases made or any credit extended under a Rental Contract will be used solely for business and commercial purposes. If Customer provides information in the Rental Contract regarding the ownership of the entity which is the Customer, each owner recognizes that his/her/its credit history may be considered when Company is evaluating the credit worthiness of the Customer, and such owners consent to and authorize the use of any credit report of each such owner obtained from time to time as may be needed, in the credit evaluation process conducted by Company.
Terms: NET 30 Upon issuance of Invoice (Invoice Date). Interest will be charged on past due amounts at the rate equal to the lesser of 1.5% per month or the maximum rate permitted by law, charged on a daily basis. Any non-payment (including declined or rejected payments) by Customer shall be subject to a collection fee of $250 for the processing or return of such non-payment. In the event that Customer is liable for any fees, expenses, or charges under the Rental Contract (the “Additional Charges”) which are in addition to the Rental Rate for the Equipment, Customer authorizes Company to apply any Security Deposit to such Additional Charges, or submit a request for payment under any payment platform identified by Customer in the Rental Contract.
2. EXCESS USAGE CHARGE
Rental rates are for normal and reasonable use of the Equipment not exceeding 8 hours per day, five days per week (one-shift basis). Excess usage rates shall be prorated: anything over 8 hours but less than 16 hours will be charged at 1 1/2 times the standard hourly rate, and anything over 16 hours will be charged at 2 times the standard hourly rate.
3. RECEIPT AND USE OF EQUIPMENT
Customer will inspect the Equipment at the time of delivery, and provide Company with notice of any damage, injury or other defects thereto. Except for such conditions noted by Customer at the time of delivery, by accepting delivery, Customer acknowledges that the Equipment as well as all devices and materials needed to use the Equipment and provided to Customer are in good working order and condition. Customer shall conduct an inspection of the Equipment on a periodic basis to determine if the Equipment is operating in a good, safe working condition. Customer shall not abuse, harm, or improperly operate the Equipment, and shall possess and operate it in conformance with all applicable laws, regulations, and manufacture’s guidelines. Customer shall be solely responsible for the operation of the Equipment, and allow only licensed, trained, and experienced personnel to operate the Equipment in accordance with all Equipment specifications, applicable law, and safety practices customary in the use of such Equipment by qualified operators. Customer shall not allow anyone other than Customer's qualified employees to operate the Equipment without the written authorization of Company. Any fluids to be supplied by Customer for the operation of the Equipment during the Rental Period (including, but not limited to, fuel, lubricants, water, etc.) shall comply with the manufacturer’s requirements for each component of the Equipment, as well as any other requirements imposed by Company. The water tank on any vehicle rented as part of the Equipment shall only be filled and used after the vehicle has arrived at its intended location identified in the Rental Contract. At no time shall the vehicle be driven on any public street or highway when there is water in the water storage tank located upon the vehicle. Customer further agrees to provide routine maintenance services as set forth in the Rental Contract, at its sole and exclusive expense, by vendors approved in advance by Company. Customer shall provide copies of all invoices, receipts, statements or other documents identifying the nature and scope of any work performed upon the Equipment. Under no circumstances shall smoking or vaping be permitted at any time in the interior of any vehicle which is part of the Equipment. Customer shall be responsible for all charges incurred in the transportation of the Equipment to and from the Premises.
4. FAILURE OF EQUIPMENT
In the event any part of the Equipment fails or cannot be operated for any reason, Customer shall immediately notify Company of the facts and circumstances, and obtain instructions from Company as to what action, if any should be taken. Absent the written consent of Company, Customer shall not authorize any repair or incur any expense related to the Equipment.
5. TIRE REPAIR OR REPLACEMENT
Customer acknowledges that repair and replacement of tires on the Equipment are not included in the rental rate and Customer agrees to pay for the repair or replacement of any tires damaged during the Rental Period or returned to Company in a damaged condition, for any cause other than the willful conduct or gross negligence of Company, regardless of the cause of damage or injury, reasonable wear and tear excepted.
6. RETURN OF EQUIPMENT
Unless a location for the return of the Equipment is identified in the Rental Contract, Customer shall return all of the Equipment to the Premises during the Company’s regular business hours, in the condition and repair as when delivered to Customer, subject only to reasonable wear and tear. Customer shall be liable for all damages to or loss of the Equipment occurring during the Rental Period, including damages incurred during the Rental Period when the Equipment was returned to the Premises outside of regular business hours. If Company has agreed to deliver the Equipment to Customer or to pick up the Equipment from Customer, Customer shall be responsible for all loss or damage to the Equipment from the time of delivery to Customer and until picked up by Company. Unless stated differently in the Rental Contract, all Equipment shall be returned in a clean condition with a full tank of fuel. Additional charges will apply if Equipment is not returned full and in a clean condition.
7. HAZARDOUS MATERIALS
Customer represents and warrants that except as set forth in the Rental Contract, Customer shall return all Equipment, including any and all attachments, tools and machinery rented from Company, free of all regulated substances including, but not limited to, hazardous substances, hazardous materials, hazardous wastes, toxic substances, or pesticides, as those terms are defined in applicable federal, state, and local environmental laws, regulations, and rules, excepting only such hazardous substances for fuel, lubrication, or otherwise related to the use of the vehicle upon the public streets and highways as stored in the appropriate systems included as part of the vehicle. Customer shall indemnify and hold Company harmless from and against any and all liabilities imposed on, incurred by, or served against Company in any way relating to Customer's breach of the warranty contained in this Section.
8. LOST OR DAMAGED EQUIPMENT
Customer is responsible for all damage, loss, or theft of Equipment up to the fair market value or cost of repair and rental on the Equipment at the regular rental rate until repairs are completed. Reasonable wear and tear shall mean the normal deterioration caused by ordinary and reasonable use on a one-shift (eight hours per day, five days per week) basis. The following shall not be deemed reasonable wear and tear: damage from lack of lubrication or maintenance such as water and air pressures; damage from collision, overturning, or improper operation, including over-loading or exceeding the rated capacity of the Equipment; damage in the nature of dents, bending, tearing, staining, and misalignment to the Equipment; and wear resulting from use in excess of a one-shift basis.
9. DISCLAIMER OF WARRANTIES AND WAIVER OF DAMAGES
EXCEPT AS SPECIFICALLY SET FORTH IN THE RENTAL CONTRACT, COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE EQUIPMENT'S MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. It shall be the sole and exclusive responsibility of Customer to determine if the Equipment, operated within the scope of the manufacturer’s guidelines and any limitations imposed by Company upon the use of the Equipment, will be suitable for Customer’s intended use. This provision shall supersede any and all prior oral or written representations made by Company not contained in the Rental Contract. Customer's sole remedy for any failure of or defect in the Equipment’s operation according to the manufacturer’s intended purpose (other than failures or defects caused by the failure of Customer to comply with the terms and conditions of the Rental Contract) shall be the termination of the Rental Contract at the time of failure, provided Company is notified immediately and such failure or defect is not remedied by Company within two (2) business days of such notice, and the Equipment is returned to Company within one business day thereafter. UNDER NO CIRCUMSTANCES WILL COMPANY BE RESPONSIBLE FOR ANY LOSS, DAMAGE OR INJURY TO CUSTOMER, CUSTOMER'S EMPLOYEES AND CUSTOMER'S PROPERTY INCLUDING LOST PROFITS, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES IN ANY WAY CONNECTED WITH THE OPERATION OF, USE OF, DEFECT IN OR FAILURE OF THE EQUIPMENT. CUSTOMER’S SOLE REMEDY SHALL BE LIMITED TO THE RECOVERY OF THE AMOUNTS ACTUALLY PAID UNDER THE RENTAL CONTRACT FOR THE RENTAL PERIOD IDENTIFIED THEREIN.
10. BODILY INJURY/PROPERTY DAMAGE RESPONSIBILITY TO THIRD PARTIES
Customer is required to secure insurance coverage in the amounts and for the risks identified in the Rental Contract. Company is under no obligation to provide and does not provide, extend, or afford any insurance coverage to Customer, authorized operator(s) or passengers of the Equipment, which shall be the sole and exclusive responsibility of Customer. If valid and collectible automobile liability protection or insurance on any basis is available to Customer or any other person and such protection satisfies the financial responsibility laws, then no liability protection is afforded by Company. However, if Customer is in compliance with the terms and conditions of the Rental Contract, and Company is required by law to provide liability protection for the operation of the Equipment by Customer, such liability protection provided by Company shall be secondary to any coverage provided by Customer, and limited to the minimum financial responsibility limits of the state in which the Equipment is operated.
11. INDEMNITY AND HOLD HARMLESS
CUSTOMER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS COMPANY AND ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES. SHAREHOLDERS, CONTRACTORS AND AFFILIATES (the "COMPANY GROUP") FROM ANY AND ALL CLAIMS, LOSSES. COSTS, DAMAGES, AND EXPENSES OF EVERY KIND AND NATURE, INCLUDING LEGAL FEES AND COSTS, FOR SICKNESS,_INJURY TO OR DEATH OF, AND TO LOSS OF OR DAMAGE TO REAL OR PERSONAL PROPERTY OF ANY EMPLOYEE, CONTRACTOR, SUBCONTRACTOR, SUPPLIER, REPRESENTATIVE. AGENT OFFICER, DIRECTOR, MEMBER, SHAREHOLDER OR GUEST OF CUSTOMER OR ITS AFFILIATES ("CUSTOMER GROUP") OR ANY THIRD PARTY ARISING OUT OF CUSTOMER GROUP'S POSSESSION, USE, MAINTENANCE, OR RETURN OF THE EQUIPMENT. THIS INDEMNITY SHALL BE WITHOUT LIMIT AND WITHOUT REGARD TO THE CAUSE(S) THEREOF, EXCEPT FOR THE WILLFUL OR GROSSLY NEGLIGENT ACTS OF COMPANY, INCLUDING WITHOUT LIMITATION, THE NEGLIGENCE (WHETHER SOLE, JOINT, CONCURRENT, COMPARATIVE, CONTRIBUTORY, ACTIVE, OR PASSIVE), STRICT LIABILITY, PRODUCT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY, VIOLATION OF STATUTE, OR OTHER FAULT OF ANY MEMBER OF COMPANY GROUP AND WHETHER OR NOT CAUSED BY A PRE-EXISTING OR DEFECTIVE CONDITION OF COMPANY'S EQUIPMENT. Customer shall notify Company immediately if the Equipment is involved in, or a part of, an accident, and shall furnish Company with a complete report of any accident involving the Equipment, including names and addresses of all persons involved and all witnesses. Customer is responsible for all damage, injuries or loss arising from any accident or act of any and every nature whatsoever, relating to the possession or use of the rented Equipment, including, but not limited to, any damage caused by the failure of any device or material used in hitching the Equipment to a towing vehicle, regardless of who furnished and regardless of who hitched the Equipment to such towing vehicle. In the event any covenant in this Section 11 is deemed to be unreasonable, arbitrary, unenforceable, or against public policy, such covenant will be considered to be divisible with respect to the scope of Customer's indemnification obligations, and such lesser scope, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable.
12. FAILURE TO DELIVER
Customer releases and discharges Company from any and all liability or damages (including lost profits, incidental, consequential, special, or exemplary damages) which might be caused by Company’s failure or inability to deliver any Equipment by any specified date or time.
Customer shall maintain Commercial General Liability insurance covering all operations and contractual obligations (including the indemnity obligation set forth in Section 11) with minimum limits of $1,000,000 per occurrence and shall name the Company Group as additional insureds thereon with a waiver of subrogation. Customer's worker's compensation coverage shall also include a waiver of subrogation provision for the Company Group. Customer's insurance shall be primary insurance as to any insurance carried by any member of the Company Group. Customer shall provide coverage foresee for any losses, claims, accidents or occurrences arising out of Customer's use of the equipment, including for claims of negligence or other wrongdoing on behalf of the parties to this Rental Contract. Customer agrees that this is not a construction contract. Customer shall maintain Commercial Automobile Liability Insurance with limits of at least $1,000,000 per occurrence and shall include coverage for hired and non-owned vehicle liability and physical damage when renting a licensed, registered (over the road) vehicle. Customer's insurance shall be primary and shall include a waiver of subrogation against Company. Customer shall provide a certificate of insurance to Company evidencing the above insurance coverages and specifying that coverage will not be cancelled without 30 days prior written notice to Company.
14. SUBLETTING AND LOCATION
No item of rented Equipment shall be sublet, assigned, re-rented, nor loaned by Customer to any third party, nor removed from the location at which Customer represented it was intended to be used in the Rental Contract, or removed from the State of Arizona, except by written consent of Company.
15. RETAKING OF EQUIPMENT
If the Equipment is not returned at the stated expiration of the Rental Period identified in the Rental Contract, or upon the termination of the Rental Contract for any reason it becomes necessary for Company to retake the Equipment to protect the Equipment or Company from loss or damage, Company and its agents may go upon the property where Customer is using the Equipment and retake the Equipment, without notice and legal process, and Customer waives all rights to a prior judicial hearing. Company and its agents may take all action reasonably necessary to retake the Equipment and Customer waives for himself, agents, and employees all claims for damages and losses, physical and pecuniary, caused by Company when retaking the Equipment. Customer agrees to pay all costs and expenses incurred by Company in retaking the Equipment.
16. COMPLIANCE WITH LAW AND SAFETY REGULATIONS
As Company has no control over the use of the Equipment by Customer, Customer agrees at its sole expense to comply with all laws and regulations, including Occupational Safety and Health Administration Act of 1970 (OSHA) and all other Federal, State and Local laws, regulations, and ordinances, which may affect the Equipment, or the operation thereof, while it Is in the possession of Customer. Customer shall indemnify and hold Company Group harmless from any and all expenses, including attorney fees resulting from any actual or asserted violations of such laws, regulations and ordinances. Customer shall provide, prior to the delivery of the Equipment, proof that the designated operator for the Equipment has the appropriate authorizations from all governmental agencies for the use and operation of such Equipment.
17. LEGAL FEES AND VENUE
Customer shall pay Company’s reasonable legal fees, court costs and agency fees incurred in enforcing the terms and conditions hereof. Customer agrees that the Rental Contract is to be construed under the laws of the State of Arizona, and that if legal action is brought to enforce the Rental Contract, that Maricopa County, Arizona, shall be the jurisdiction and legal venue for said action. CUSTOMER WAIVES THE RIGHT TO A JURY TRIAL OF ANY OR ALL CLAIMS OR DISPUTES WHICH MAY ARISE FROM OR ARE RELATED TO THE RENTAL CONTRACT.
18. TAXES AND FEES
Customer shall reimburse Company for any additional fees, charges, or taxes sought to be imposed against Company by any federal, state, municipal or local subdivision relating to the rental or use of the Equipment by Customer as provided in the Rental Contract. Additional fees, such as estimated personal property tax and environmental reimbursement fees may apply. These fees are subject to change at any time.
19. OWNERSHIP OF EQUIPMENT
Customer acknowledges that this is a rental for a defined period of time, and that Customer is a bailee of the Equipment and has no interest in or to the Equipment. Customer shall keep the Equipment free and clear of all liens and encumbrances.
20. DEFAULT AND REMEDIES
Customer shall be in default if Customer breaches any of the terms and conditions of the Rental Contract. Upon any default, Company may, with or without notice, exercise any and all remedies available under the Rental Contract, at law, or in equity. Such remedies shall include, but not be limited to the recovery of all damages, including expenses and attorney fees incurred in repossessing the Equipment and restoring it to the condition it was in at the start of the Rental Period.
21. AUTHORITY TO SIGN
Any individual signing this Rental Contract represents and warrants that they are of legal age and have the authority and power to sign the Rental Contract on behalf of the Customer.
22. INCORPORATION OF TERMS AND CONDITIONS
The terms and conditions of this Supplement are incorporated by reference into the Rental Contract, regardless of the absence of any signature below.
This Supplement, along with the Rental Contract, constitutes the entire agreement with respect to the rental of the Equipment, and may not be amended except by a written agreement by both parties hereto. The Rental Contract shall be binding upon an inure to the benefit of each parties’ successors, permitted assigns, heirs, administrators, executors, and trustees. The failure to enforce any provision, right or remedy under the Rental Contract or at law shall not constitute a waiver of such provision, right or remedy or a party’s right to enforce each and every provision hereof. A waiver of any default, breach or other violation of the Rental Contract shall not operate or be construed as a waiver of any other term or condition of the Rental Contract or any subsequent default, breach or violation. The Rental Contract may not be assigned by the Customer without the written consent of Company. The Rental Contract may be executed and delivered in paper or electronic format, and may be signed in counterparts, all of which together shall constitute one and the same instrument.
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Document Name: Supplemental Agreement
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