Terms and Conditions
Rental Terms and Conditions
RENTAL TERMS AND CONDITIONS
THE RENTAL OF THE EQUIPMENT DESCRIBED ON THE FACE OF THIS RENTAL AGREEMENT (THE "EQUIPMENT") IS SUBJECT TO AND MADE EXPRESSLY CONDITIONED UPON THE FOLLOWING TERMS AND CONDITIONS AND THOSE SET FORTH ON THE FACE OF THIS RENTAL AGREEMENT (COLLECTIVELY, THE “CONTRACT).
In the event of any inconsistency between the provisions on the face of the Rental Agreement and these Terms and Conditions, the provisions of these Terms and Conditions shall control as to the Equipment leased hereunder.
(1) Lease of Equipment. Leppo hereby agrees to lease to Customer, and Customer hereby agrees to lease from Leppo, the Equipment during the Lease Term of this Contract. Customer acknowledges and agrees that (a) this is a true lease under applicable any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, governmental order, other requirement, or rule of law of any governmental authority (collectively, “Law”); (b) that it does not constitute a sale; and (c) that Customer has not, by virtue of this Contract, acquired any right, title, equity, or interest in and to the Equipment other than its leasehold interest solely as a lessee subject to all the terms and conditions of this Contract. The parties further intend and agree that, if this Contract is recharacterized under applicable Law as a secured financing or a lease intended for security, this Contract shall be deemed a security agreement and Section 1 hereof shall be deemed to grant Leppo by Customer a lien and first-priority security interest in the Equipment and all proceeds thereof, to secure the payment of Customer’s obligations hereunder. Customer agrees to execute, acknowledge, file, and record any further documents (including, without limitation, UCC financing statements), and to do all such things necessary to ensure that such security interest is a perfected first-priority security interest under applicable Law.
(2) Payment. Customer agrees to pay for the Equipment, at the rate specified on the face hereof, for the entire Lease Term, without any offsets. Rental charges do not include any refueling charge, applicable taxes (as detailed below), transportation charges, or other miscellaneous charges, the amount(s) of which are disclosed on the face of this Contract. Unless specific terms of payment are set forth on the face hereof, rentals shall be paid to Leppo in immediately available funds and without any deduction, set-off, or counterclaim whatsoever. If Customer does not pay any amount payable to Leppo under this Contract by the due date, Customer shall pay to Leppo a late charge equal to the lower of (a) the maximum amount allowed by Law; and (b) 1.5% per month (18% per annum) on the overdue payment, calculated daily and compounded monthly. Payment of any late charge does not excuse Customer from any default under this Contract.
(3) Taxes. Customer shall be responsible for the payment of all federal, state and local taxes now or hereafter imposed upon Customer’s rental or use of the Equipment. Customer will not take any action or fail to take any action resulting in a loss, deferral, recapture, or other unavailability to Leppo of any tax benefits to Leppo under applicable federal and state Law in connection with the transactions contemplated hereby.
(4) Condition of Equipment. Customer acknowledges and agrees that it has inspected the Equipment and has determined that the Equipment is (a) in good mechanical condition; (b) is capable of safe operation; and (c) is appropriate for Customer's intended use. Customer further acknowledges that Customer is renting the Equipment "AS IS" on the date of this Contract.
(5) Use of Equipment. Customer agrees to: (a) use and operate the Equipment in the ordinary course of its business and in a careful and proper manner; (b) to comply with all Laws applicable to the use, operation, possession, or maintenance of the Equipment; and (c) observe and comply with the operation and maintenance instructions and manuals recommended or furnished by the manufacturer of the Equipment. Customer acknowledges that it has been instructed in the proper operation of the Equipment and assumes all risks inherent in the operation, use, and possession of the Equipment from the time the Equipment is delivered to Customer until the Equipment is returned to Leppo and will take all necessary precautions to protect all persons and property from injury or damage from the Equipment. The Equipment shall be used solely by Customer and shall be operated only by experienced operators, over the age of eighteen (18) or the legal age of majority in the applicable state, whichever is greater. When the Equipment is not in use, it will be kept in a secure and protected area. In no event shall Leppo be liable to Customer or any other party for any loss, damage or injury caused by, resulting from or in any way connected with the Equipment or its operation or its use. Leppo shall have the right, at any time, to inspect the Equipment wherever it may be located.
(6) Transportation and Fuel. Unless otherwise specified on the face hereof, Customer shall pay all costs for: (a) transporting the Equipment to Customer's workplace; (b) returning the Equipment to the address on the face hereof, and (c) any costs incurred in loading or unloading the Equipment from the transporting vehicles. The Equipment will be provided to Customer with a full tank of fuel. Customer shall be responsible for all fuel consumed by the Equipment and shall keep the Equipment lubricated in accordance with the manufacturer's and Leppo's instructions. Customer acknowledges that a refueling charge will be applied to all Equipment not returned with a full tank of fuel. The amount of the refueling charge may vary depending on the rate being charged by the store location on the date Customer returns the Equipment. Customer may avoid the refueling charge if Customer returns the Equipment with a full tank of fuel.
(7) Term; Return of Equipment. This Contract shall remain in full force and effect until terminated with respect to all Equipment. The “Lease Term” with respect to any unit of Equipment shall commence on the “Rental Begins” date and, unless sooner terminated under this Contract, shall expire on the date all Equipment is returned to and accepted by Leppo in the condition required as set forth herein. The Equipment shall be returned by Customer to the address set forth on the face hereof in the same condition as it was on the date of delivery to Customer, ordinary wear and tear excepted. Leppo or its agents may remove any personal property left in the Equipment upon return. Under no circumstances is Leppo responsible for any personal property that may be lost, stolen, or damaged. Customer personal property left in or on the Equipment upon expiration of the Lease Term may be considered abandoned, unclaimed property in accordance with applicable state Law.
(8) Encumbrances; Labeling. Customer shall not create or incur to exist any mortgage, lien, pledge, or other encumbrance of any kind whatsoever upon, affecting or with respect to the Equipment, this Contract, or any of Leppo's interests thereunder. No marking of any kind shall be placed on any Equipment except with the prior written consent of Leppo. Customer shall not remove any current markings or labels and shall maintain on each piece of Equipment any identifying marks required by Leppo.
(9) Loss; Damage. Customer, at its sole expense, shall keep each the Equipment: (a) in serviceable and operable condition, free of damaged or missing parts, suitable for the commercial use, ordinary wear and tear excepted; (b) in compliance with any manufacturer's specifications; (c) consistent with standard industry practice for similar equipment and applicable insurance requirements; and (d) in compliance with applicable Law. Customer shall be responsible for any loss or damage to the Equipment, including without limitation, caused by theft, vandalism, condemnation, forfeiture, confiscation, flat or damaged tires, or any other casualty, however caused. Without limiting the generality of the foregoing, Customer shall be responsible for all loss of, damage, or other casualty to, the Equipment for the entire Lease Term. Customer will promptly notify Leppo of the occurrence of any loss or damage to the Equipment and will, at Customer's sole cost and expense, promptly replace or repair such lost or damaged Equipment. In addition, if the Equipment is returned to Leppo in a condition that requires extensive repairs to the Equipment, Customer shall reimburse Leppo for lost rentals during the period that such repairs are being made at a rate equal to sixty percent (60%) of Leppo's normal daily rental rate applicable to such Equipment.
(10) INSURANCE. Customer shall obtain and maintain, the entire Lease Term:
(a) General Liability Insurance providing coverage for bodily injury (including death) & property damage arising out of the use, operation, and maintenance of the Equipment with limits of $1,000,000 each occurrence and $1,000,000 annual aggregate; and
(b) Physical Damage Coverage on the rented Equipment with limits equal to or greater than replacement value of the Equipment.
Leppo shall be named as an additional insured and loss payee under these policies. The general liability policy should include an additional insured endorsement (CG2028–Additional Insured-Leppo of Leased Equipment). All policies of insurance provided hereunder shall not be excess coverage or co-insurance policies, but shall be primary and non-contributory insurance policies up to the stated policy limits. Customer further agrees that the amount of insurance available to Leppo shall be for the full amount of the loss up to policy limits of liability and shall not be limited to the minimum requirements of this Contract. In the event any policy provided in compliance with this Contract states that the insurance afforded to an additional insured will not be broader than that required by contract, or words of similar meaning, Customer agrees that nothing in this Contract is intended to restrict or limit the breadth of such insurance. Any deductibles or self-insured retentions shall be the sole responsibility of the Customer. All insurance required by this Contract shall include a waiver of rights of recovery against Leppo or its insurers by the Customer and its insurers, as well as a waiver of subrogation against Leppo or its insurers. All insurance policies shall be with insurers licensed in the state where the Equipment will be used and with an AM Best rating of A+ or better and in a form and amount satisfactory to Leppo, shall provide for at least thirty (30) days’ advance written notice to Leppo prior to any cancellation or material modification thereof, and shall waive any claim against Leppo for premiums. Customer shall deliver to Leppo proof of insurance required hereunder, namely, certificates of insurance or other evidence satisfactory to Leppo that shows that the insurance required by this Section 10 is in full force and effect. Failure of Leppo to demand such proof shall not relieve Customer of the responsibility to provide insurance. Failure to obtain and provide proof of insurance in compliance with the foregoing shall automatically enroll Customer in Leppo’s Damage Waiver Policy, unless expressly waived by Leppo in writing.
(11) DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY. CUSTOMER AGREES THAT ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED AND INCLUDING, BUT NOT LIMITED TO, (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; AND (B) ANY WARRANTY AGAINST INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET, OR OTHER PROPRIETARY RIGHTS OF A THIRD PARTY, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, ARE HEREBY EXCLUDED FROM THIS CONTRACT. REGARDLESS OF WHETHER A CLAIM IS BASED IN TORT OR CONTRACT PRINCIPLES, LEPPO SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF THIS CONTRACT, THE RENTAL, OR USE OF THE EQUIPMENT. DURING THE LEASE TERM, CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH THE POSSESSION, CONTROL OR USE OF THE EQUIPMENT, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, DEATH, RENTAL CHARGES, THEFT, LOSSES, DAMAGES AND DESTRUCTION, INCLUDING CUSTOMER TRANSPORTATION, LOADING AND UNLOADING, WHETHER OR NOT THE CUSTOMER IS AT FAULT.
(12) Indemnification. Customer shall defend, indemnify and hold harmless Leppo and its officers, directors, employees, agents, affiliates, successors, and permitted assigns from and against all claims, liabilities, causes of action, costs and expenses, including, but not limited to, attorneys' fees and court costs) (“Claims”): arising out of or relating to: (a) the rental, possession, installation, use, operation, alteration, modification, or maintenance of the Equipment; (b) any encumbrances against the Equipment; (c) any violation of any applicable Laws by Customer, any environmental condition with respect to the Equipment; (d) any breach of this Contract by Customer; and (e) any negligence or fault of Customer, Customer's agents, representatives or employees, or any person or entity for whose acts Customer is responsible, regardless of whether such Claims were in part caused by the fault or negligence of Leppo or Leppo’s agents, representatives or employee. The indemnity obligations of Customer shall not be limited by a limitation on amount or type of damages, compensation or benefit payable by Customer anyone directly or indirectly employed by Customer, or a person or entity for whose acts Customer may be liable, under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. The indemnity obligations of Customer shall survive payment hereunder by Customer and shall continue in full force and effect notwithstanding the expiration or early termination of this Contract.
(13) Events of Default; Remedies. Each of the following events is an "Event of Default" under this Contract if: (a) Customer fails to pay when due any rent or any other amount under this Contract; (b) Customer defaults in the observance or performance of any other term, covenant, or condition of this Contract; (c) Customer's interest or any portion thereof in this Contract passes by operation of law or otherwise; (d) Customer (i) becomes insolvent, (ii) is generally unable to pay its debts as they become due, (iii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, (iv) makes or seeks to make a general assignment for the benefit of its creditors, or (v) a trustee, receiver, or custodian is appointed for a substantial part of its property or business; (e) Customer fails to return the Equipment immediately upon Leppo’s demand; or (f) Customer sells, transfers, or disposes of substantially all of its assets of its business, or merges or consolidates with any other entity.
If an Event of Default occurs, Leppo may, in its sole discretion, exercise one or more of the following remedies:
(A) declare this Contract in default and all sums immediately due and payable hereunder for the Lease Term (including any contracted renewal or purchase option);
(B) terminate this Contract and all Schedules executed pursuant hereto in whole or in part;
(C) repossess the Equipment, without demand, notice, court order, or other process of law, and without liability to Customer for any damages occasioned by such action, and no such action shall by itself constitute a termination of this Contract;
(D) require Customer to deliver any unit of Equipment in the condition required under this Contract to a location designated by Leppo and for each day that Customer fails to return any Equipment, Leppo may demand an amount equal to the prorated rent;
(E) proceed by court action to enforce performance by Customer of this Contract and/or to recover all damages and expenses incurred by Leppo by reason of any Event of Default, not as a penalty, but herein liquidated for all purposes and in an amount equal to the sum of: (1) any accrued and unpaid rent as of the date of entry of judgment in favor of Leppo plus interest at the rate of 1.5% per month (18% per annum) on the overdue payment, calculated daily and compounded monthly; (2) the present value of all future rentals reserved in this Contract and contracted to be paid over the unexpired Lease Term discounted at the rate equal to the discount rate of the Federal Reserve Bank of Cleveland, Ohio as of the date of entry of judgment in favor of Leppo; (3) all reasonable costs and expenses incurred by Leppo in any repossession, recovery, storage, repair, sale, re-lease or other disposition of the Equipment including without limitation reasonable attorneys' fees and costs incurred in connection therewith or otherwise resulting from the default; (4) the estimated residual value of the Equipment as of the expiration of this Contract or any renewal thereof; and (5) any indemnity, plus interest at the rate of 1.5% per month (18% per annum) on the overdue payment, calculated daily and compounded monthly;
(F) re-lease or sell any or all of the Equipment at public or private sale, with or without notice to Customer or advertisement, or otherwise dispose of, hold, use, operate, lease to others, or keep idle such Equipment, and without any duty to account to Customer for such action or inaction or for any proceeds with respect thereto, and apply the net proceeds thereof, after deducting damages, not as a penalty, but herein liquidated for all purposes and in an amount equal to the sum of (1) any accrued and unpaid rent as of the later of (a) the date of default or (b) the date that Leppo has obtained possession of the Equipment or such other date as Customer has made effective tender of possession of the Equipment back to Leppo ("Default Date"); plus rent (at the rate provided for in this Contract and any Schedule) for a period (the "Additional Period") commencing on the Default Date and ending on the earlier of (X) the date of all the Equipment is resold or re-lent by Leppo or (Y) the date of entry of judgment in favor of Leppo; (2) the present value of all future rentals reserved in the Contract and contracted to be paid over the unexpired term of the Contract and the present value of the estimated residual value of the Equipment as of the expiration of this Contract, or any renewal thereof, discounted at a rate equal to the discount rate of the Federal Reserve Bank of Cleveland in effect at the end of the Additional Period; (3) all commercially reasonable costs and expenses incurred by Leppo in any repossession, recovery, storage, repair, sale, re-lease or other disposition of the Equipment including reasonable attorneys' fees and costs incurred in connection with otherwise resulting from Customer's default; and (4) any indemnity, if then determinable, plus interest at eighteen percent (18%) per annum; LESS the amount received by Leppo upon such public or private sale or re-lease of the Equipment, if any incurred in connection therewith) to the amounts owed to Leppo under this Contract; provided, however, that Customer shall remain liable to Leppo for any deficiency that remains after any sale or lease of such Equipment; and
(G) exercise any other right or remedy available to Leppo at Law, in equity, by statute, in any other agreement between the parties, or otherwise. No remedy referred to in this section is intended to be exclusive but shall be cumulative and in addition to any other remedy referred to above or otherwise available to Leppo by Law or in equity. No express or implied waiver by Leppo of any default shall constitute a waiver of any other default by Customer or a waiver of any of Leppo's rights.
(14) LESSEE Waiver. To the extent permitted by applicable Law, Customer hereby waives any and all rights and remedies conferred upon a Customer by sections 1310.54 through 1310.68 of the Ohio Revised Code, including but not limited to Customer's rights to: (a) cancel this Contract; (b) repudiate this Contract; (c) reject the Equipment; (d) revoke acceptance of the Equipment; (e) recover damages from Leppo for any breaches of warranty or for any other reason; (f) a security interest in the Equipment in Customer's possession or control for any reason; (g) deduct all or part of any claimed damages resulting from Leppo's default, if any, under this Contract; (h) accept partial delivery of the Equipment: (ix) "cover" by making any purchase or lease of or contract to purchase or lease Equipment in substitution for those due from Leppo; (x) recover any general, special, incidental or consequential damages, for any reason whatsoever and (xi) specific performance, replevin, detinue, sequestration, claim and delivery or the like for any Equipment identified to this Contract. To the extent permitted by applicable law, Customer also hereby waives any rights now or hereafter conferred by statute or otherwise which may require Leppo to sell, lease or otherwise use any Equipment in mitigation of Leppo's damages as set forth in Section 13 of this Contract or which may otherwise limit or modify any of Leppo's rights or remedies under Section 13.
(15) Assignment; Subletting. This Contract shall be binding on the parties hereto and their successors and assigns; provided, however, that Customer may not assign this Rental Contract or sublet the Equipment to any third party without the express written consent of Leppo and that any attempted assignment or subletting by Customer without such written consent shall be null and void.
(16) Choice of Law; Jurisdiction. This Contract shall be governed by and construed under the laws of the State of Ohio, exclusive of any choice of law provisions. Claims arising out of or in connection with this Contract or the transactions hereunder shall be subject to the exclusive jurisdiction of (a) the municipal courts of Massillon or Stow, Ohio, or with respect to amounts in controversy which exceed $15,0000 in the aggregate, the state and federal courts located in Stark County or Summit County, Ohio, for transactions originating from a Leppo location in Ohio; and (b) the state and federal courts located in Duval County, Florida for transactions originating from a Leppo location in Florida or Alabama. Each of the parties hereto acknowledges and consents to the personal jurisdiction of each of the said courts. Any action by Customer against Leppo for any default by Leppo under this Contract, including without limitation breach of warranty or indemnity, shall be commenced within one (1) year after any such cause of action accrues.
(17) MISCELLANEOUS. (a) This Contract, including any related attachments, constitutes the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. (b) All notices, requests, consents, Claims, waivers, and other communications hereunder must be in writing and addressed to the parties at their address on the face of the Contract. (c) If any term or provision of this Contract is invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term of this Contract and the court may modify this Contract to reflect the original intent of the parties as closely as possible. (d) No amendment or modification of this Contract is effective unless in writing and signed by an authorized representative of each party. (e) No waiver by any party of any provisions of this Contract shall be effective unless explicitly set forth in writing and signed by the waiving party. No failure to exercise, or delay in exercising, any right, remedy, or privilege arising hereunder shall operate or be construed as a waiver thereof or preclude any further exercise thereof or the exercise of any other right, remedy, power, or privilege. (f) The relationship between the parties is that of independent contractors. Nothing in this Contract shall be construed as creating any agency, partnership, franchise, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties. (g) This Contract may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be the same agreement. A signed copy of this Contract delivered by email or other means of electronic transmission shall have the same legal effect as delivery of an original signed copy of this Contract. (h) The individual signing this Contract represents and warrants that he/she is of legal age, has the authority and power to sign this Contract on behalf of Customer, and is not a consumer as defined by applicable Law.