1. Description of Equipment Rented
Rentee agrees to rent to Renter the equipment described in a Rental Order entered into by Rentee and Renter (each a “Rental Order”), which Rental Order is fully incorporated by reference herein including the value of the equipment. Rentee may agree to rent additional equipment to Renter subsequent to the execution of this Agreement. Rentee's agreement to rent additional equipment and Renter's agreement to the same shall be memorialized by a new Rental Order that identifies the additional equipment to be rented. Additional Rental Orders and exhibits, if any, shall be fully incorporated herein. All Rental Orders and exhibits attached to this Agreement, if any, shall be subject to and bound by the terms, provisions, conditions and covenants contained in this Agreement.
2. Rental Fee Options
Fees associated with the rental of equipment are set out in the applicable Rental Order. By executing this Agreement, Renter agrees to the rental fees associated with and described for each piece of equipment identified in the applicable Rental Order. Additional Rental Orders corresponding to any subsequent rental of additional equipment shall be entered into by Rentee and Renter and fully incorporated by reference herein. The rental fee shall be paid by Renter to Rentee at Rentee's principal place of business in accordance with the payment terms defined on the applicable Rental Order. Payment methods accepted are cash, check, wire transfer orcredit cards (Visa, MasterCard & American Express). Any invoice that is not paid within 10 days after thedue date will be subject to (i) interest on late payments thereunder accruing a rate of one and one-halfpercent (1.5%) per month compounded monthly, or the highest rate allowed by applicable law, whicheveris lower, or (ii) a lat e fee of $25.00, whichever is greater.
3. Increased Taxes or Charges
Should any tax or charge imposed by any governmental authority on this transaction, as above shown, increase during the term of this rental, Renter agrees to pay Rentee on demand the full amount of any such increased taxes or charges.
4. Title to Equipment
Title to the equipment that is the subject matter of this rental shall be and remain in Rentee at all times during the term of this rental. Renter shall not remove from any equipment, or permit to be removed, any serial number, model, name, or other indicia showing ownership.
5. Maintenance of Equipment
Renter guarantees, at its own cost and expense, to keep the equipment in good working condition during the term of this rental, provided, however, that Renter shall at all times during the term of this rental exercise reasonable care in using such equipment, and shall make good to Rentee for any damage to such equipment caused by fire, theft, accident, neglect, or abuse, and at the end or other termination of this rental, Renter shall surrender the equipment to Rentee in as good order and condition as it is now, reasonable wear and tear resulting from the proper use of the equipment alone excepted.
6. Rental Equipment Protection Options
Private Insurance Provided by RenterRenter shall at all times during the term of this rental and at its expense, keep each piece of equipment insured to the amount of the full value of each piece of equipment for such risks as Rentee shall require, with carriers acceptable to Rentee, for Rentee' benefit. Rentee shall be named an additional insured on the policy of insurance, and Rentee shall be entitled to receive all insurance proceeds collected under the policies. All insurance proceeds received from this insurance placed by Renter of the equipment shall be used to repair or replace the equipment rented in the event of damage or loss.
7. RTKNET Use and Access
Access to The RTKNet Network ("Network") is available through Rentee to customers desiring Real-Time Network ("RTN") corrections. While the Network will use commercially reasonable efforts to maintain continuous RTN service, Renter acknowledges by executing this Agreement that interruptions in service may occur and data availability is not guaranteed. As a result, neither Rentee nor the Network shall be liable for the unavailability or accuracy of RTN data. Renter acknowledges by executing this Agreement that data obtained through the Network is used at Renter's own risk and discretion.
8. Indemnity
Renter shall indemnify and defend Rentee against, and hold Rentee harmless from, all claims, actions, proceedings, costs, damages, and liabilities, including reasonable attorney's fees, arising out of, connected with, or resulting from this rental, including the rental, operation, use or malfunction of any equipment rented hereunder, or arising out of the fault or negligence of Renter, its employees, or agents. Renter agrees that it is solely responsible and liable financially and legally for any and all damages to any equipment rented hereunder, to any person, or to any property (including third party property) that may result in the course of using such equipment or its failure.
9. Assignment of Rental
Without the previous written consent of Rentee, Renter shall not assign this rental or underlet the equipment rented to Renter; and Renter shall keep equipment free of all taxes, liens, and encumbrances for which Renter is responsible.
10. Inspection by Rentee
For the purpose of examining and inspecting the condition of equipment, Rentee may from time to time, during normal business hours, enter any of Renter’s premises in which the equipment may then be.
11. Renter's Right to Possession
Renter shall have the right to retain possession and have peaceful enjoyment of the rented equipment only so long as Renter shall not be in default under this Agreement. Punctuality in the payment of the rent shall be deemed to be the essence of this Agreement.
12. Personal Property
As between Rentee and Renter, the equipment rented under this Agreement is, and shall at all times remain, personal property, notwithstanding that it or any part of it may now be, or may in the future become, in any manner attached to, or embedded in, or permanently resting on, real property or any building on such real property, or attached in any manner to what is permanent by means of cement, plaster, nails, bolts, or screws.
13. Default by Renter
If Renter defaults in punctually paying any rent due as described above, or if any execution or other writ or process shall be issued in any action or proceeding against the Renter, where the equipment may be seized or taken or distrained, or if Renter shall enter into any arrangement or composition with Renter's creditors, or if Renter should breach any other term, covenant, or condition of this Agreement, then and in any such event, Rentee shall have the right to retake immediate possession of the equipment and for such purpose Rentee may enter upon any premises of Renter where the equipment may be and with or without notice of its intention to retake the equipment, without being liable to any suit or action or proceeding by Renter. In the event of default, Rentee shall be entitled to recover all monthly rents and reimbursements in arrears and/or due and owing at the time of default, together with interest in accordance with Paragraph 2 of this Agreement and all costs and expenses incurred by Rentee in enforcing its rights under this Agreement, including without limitation, reasonable attorneys' fees.
14. Termination of Agreement
Upon Rentee's retaking possession of the equipment, pursuant to the provisions of Paragraph 13 of this Agreement, this Agreement shall terminate without prejudice to any right or claim for arrears of rent, if any, or on account of any preceding breach or breaches of this Agreement Renter shall have the right to terminate this Agreement with immediate effect if Renter’s client terminates the contract for which the equipment is rented.
15. Effect of Waiver
No delay or omission to exercise any right, power, or remedy accruing to either party on any breach or default by the other party under this Agreement shall impair any such right, power, or remedy of a party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence in such breach or default, or of any similar breach or default occurring thereafter; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default. Any waiver, permit, consent, or approval of any kind or character on the part of a party of any breach or default under this Agreement, or any waiver on the part of a party of any terms, provisions, condition, or covenant of this Agreement, must be in writing, and shall be effective only to the extent in such writing specifically set forth. All remedies, either under this Agreement or by law, or otherwise afforded to a party, shall be cumulative and not alternative.
16. Applicable Law & Choice of Venue
The substantive laws of the State of Texas (and not its conflicts of law principles) shall govern all matters arising out of, or relating to, this Agreement and all of the transactions it contemplates, including without limitation its validity, interpretation, construction, performance and enforcement. Renter agrees that any and all controversies or claims arising out of or related to this Agreement will be submitted to and resolved by the judicial process/courts in Austin, Travis County, Texas.
17. Master Equipment Rental Agreement as Entire Agreement; Severability
The parties may, from time to time, execute one or more addendum or exhibits to this Agreement. Such addendum/exhibits shall be deemed to be attached to and a part of this Agreement and incorporated by reference herein. In addition, the parties may from time to time execute one or more additional Rental Orders under this Agreement, which Rental Orders shall be deemed to be a part of this Agreement and incorporated by reference herein. This Agreement and all attachments hereto or Rental Orders entered into hereunder embody the entire agreement between the parties. It may not be modified or terminated except as provided in this Agreement or by other written agreement between the parties. If any provision in this Agreement is invalid, it shall be considered deleted from this Agreement, and shall not invalidate the remaining provisions of this Agreement.
18. Execution of Rental Agreement
This Agreement is not binding until executed by a proper officer of Rentee and Renter.
19. Effective Period of Rental Agreement
This Agreement shall continue in full force and effect during the period set forth and for successive months until one of the parties to this Agreement notifies the other party in writing of its election to terminate this Agreement. Such notice shall be given at least thirty (30) days prior to the effective date of termination.
20. Manner of Giving Notice
Any notice to be given under this Agreement shall be mailed to the party to be notified at the address set forth in the first paragraph of this Agreement, by registered or certified mail with postage prepaid, and shall be deemed given when so mailed.
21. Digital Signatures & Delivery of this Agreement
The parties may execute this Agreement digitally or in hard copy. Digital signatures shall be accepted as original signatures by all of the parties to this Agreement. Delivery and acceptance of this Agreement may be made by regular mail, electronic mail or facsimile delivered electronically; any electronic delivery of this Agreement shall be considered to be an original and best evidence of the original.
22. Consent to Electronic Transaction
The parties hereby agree to conduct this transaction by electronic means pursuant to the Uniform Electronic Transactions Act, Texas Business and Commerce Code Chapter 322.