NSS Enterprises Rental Contract

Customer / Lessee Information

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Delivery Date: %%delivery_date%%
Return Date: %%return_date%%

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Lift Gate Required: %%lift_gate%%
Residential Address: %%residential_address%%

Delivery Address:

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Equipment List

1. The total charges are an estimate based on the estimated rental period and other information provided by Customer.
2. Customer assumes all risks associated with the Equipment during the Rental Period, including injury and damage to persons, property and the Equipment.
3. Customer is responsible for and shall only permit properly trained, Authorized Individuals to use the Equipment.
4. If the Equipment does not operate properly, is not suitable for Customer’s intended use, does not have operating and safety instructions or Customer has any questions regarding the use of the Equipment, Customer shall not use the Equipment and shall contact NSS immediately.
5. Equipment misuse or using damaged or malfunctioning Equipment may result in serious bodily injury or death and Customer agrees that Customer (i) assumes all risk associated thereunder, and (ii) indemnifies NSS for all claims or damages as a result of misuse or use of damaged or malfunctioning Equipment.
6. Customer must contact NSS to request pickup of Equipment and will be responsible for Equipment until actually retrieved by NSS.
7. Customer has received, read, understands and agrees to the estimated charges and all the terms above, plus all the numbered sections below in this Contract.

NSS ENTERPRISES ADDITIONAL TERMS AND CONDITIONS

1. DEFINITIONS. “Authorized Individuals” are those individuals that Customer directly or indirectly allows to use the Equipment, are properly trained to use the Equipment and are not under the influence of any drugs, alcohol, substances or otherwise impaired. “Customer” is identified hereof and includes any of its representatives, agents, officers, employees or anyone signing this Contract on its behalf. “Equipment” is the equipment and/or services identified herein, together with all replacements, repairs, additions, attachments and accessories and all future Equipment rented. “Incident” is any fine, citation, theft, accident, casualty, loss, vandalism, injury, death or damage to person or property, claimed by any person or entity that appears to have occurred in connection with the Equipment. Equipment is considered “Lost” when it is either stolen, its location is unknown or Customer is unable to recover it for a period of 30 days. “MSLP” is the Equipment manufacturer’s suggested list price on or about the date of the Incident relating to the Equipment. “One Shift,” means not more than 8 hours per day and 40 hours per week. “Ordinary Wear and Tear” means normal deterioration considered reasonable in the equipment rental industry for One Shift use. “Rental Period” commences when the Equipment is delivered to Customer or the Site Address and continues until the Equipment is returned to the Store or picked up by NSS Enterprises during normal business hours, provided Customer has otherwise complied with this Contract. “NSS” is NSS Enterprises, Inc. “NSS Entities” is NSS and its affiliated companies, their respective officers, directors, employees and agents.
2. TERMS. Customer’s rental of Equipment is conditioned upon Customer’s agreement with this Contract and all of its terms. Customer’s execution of this Contract or taking possession of the Equipment shall be deemed acceptance of the terms herein. All of the terms herein (including those above in this Contract) are incorporated into this and all past and future contracts between NSS and Customer upon Customer’s receipt of NSS’ Equipment under those contracts. Any reference in Customer’s purchase order or other Customer document to other terms that shall control this transaction shall be void. Customer rents the Equipment from NSS pursuant to this Contract. Customer shall pay NSS the rental rates (including any minimum rental hereof) and other charges described herein when due, return the Equipment to NSS as required herein and otherwise comply with this Contract. This Contract is a true lease. The Equipment (a) is and shall remain the personal property of NSS and (b) shall not be affixed to any other property.
3. PERMITTED USE. Customer agrees that NSS has no control over the manner in which the Equipment is operated during the Rental Period by Customer or any third party that Customer implicitly or explicitly permits. Customer warrants that: (a) prior to each use, Customer shall inspect the Equipment to confirm that it is in good condition, without defects, includes readable decals and operating and safety instructions and is suitable for Customer’s intended use; (b) any apparent agent at the Site Address is authorized to accept delivery of the Equipment (and if Customer requests, Customer authorizes NSS to leave the Equipment at the Site Address without requirement of written receipt); (c) Customer shall immediately notify NSS if the Equipment is Lost, damaged, unsafe, disabled, malfunctioning, levied upon, threatened with seizure, or if any Incident occurs; (d) Customer has received from NSS all information needed or requested regarding the operation of the Equipment; (e) NSS is not responsible for providing operator or other training; (f) only Authorized Individuals shall use and operate the Equipment; (g) the Equipment’s use shall be in a careful manner, in compliance with all operating and safety instructions, including the Operation Manual, provided on, in or with the Equipment and all applicable federal, state and local laws, permits and licenses, including but not limited to, OSHA, as revised; and (h) the Equipment shall be kept in a secure location.
4. PROHIBITED USE. Customer shall not (a) alter or cover up any decals or insignia on the Equipment or remove any operational or safety equipment or instructions; (b) assign its rights under this Contract; (c) move the Equipment from the Site Address without NSS’ written consent; (d) use the Equipment in a negligent, illegal, unauthorized or abusive manner, or in any publication (print, audiovisual or electronic); (e) allow the use of the Equipment by any unauthorized individual; or (f) use the equipment for clean up of hazardous or toxic chemicals or waste, asbestos or biohazardous waste. CUSTOMER ACKNOWLEDGES THAT THE EQUIPMENT MAY BE DANGEROUS IF USED IMPROPERLY, FOR UNINTENDED PURPOSES OR BY UNTRAINED PARTIES.
5. MAINTENANCE. Customer shall perform routine maintenance on the Equipment, including routine inspections and maintenance of batteries and cleaning in accordance with NSS’s specifications. All other maintenance or repairs may only be performed by NSS or its agents. NSS will, at its discretion, contact Customer and arrange for planned maintenance by NSS or its agents. Customer may request a service call by contacting NSS. If NSS determines that repairs to the Equipment are needed, other than Ordinary Wear and Tear, Customer shall pay the full repair charges and rental of the Equipment until the repairs are completed. NSS has the right to inspect the Equipment wherever located. Customer has the authority to and hereby grants NSS and its agents the right to enter the physical location of the Equipment for the purposes set forth herein. NSS shall be responsible for repairs needed because of Ordinary Wear and Tear. Customer agrees that repair or replacement of the Equipment is Customer’s exclusive remedy for NSS’ breach of this Section. Notwithstanding NSS’ service commitment, NSS shall have no obligation if Customer breaches this Contract to stop the Rental Period, commence repairs or rent other equipment to Customer until Customer or its agent agrees to pay for such charges.
6. CUSTOMER LIABILITY. DURING THE RENTAL PERIOD, 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. After an Incident, Customer shall (a) immediately notify NSS, the police, if necessary and Customer’s insurance carriers; (b) secure and maintain the Equipment and the surrounding premises in the condition existing at the time of such Incident, until NSS or its agents investigate; (c) immediately submit copies of all police or other third party reports to NSS; and (d) as applicable, pay NSS, in addition to other sums due herein the rental rate for Equipment until the repairs are completed or Equipment replaced plus either (i) the MSLP or (ii) the full charges of repairs of damaged Equipment. Accrued rental charges shall not be applied against these amounts. NSS shall have the immediate right, but not obligation, to reclaim any Equipment involved in any Incident.
7. NO WARRANTIES. NSS DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT, ITS DURABILITY, CONDITION, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES ACCEPTANCE OF THE EQUIPMENT ON AN “AS IS, WHERE IS” BASIS, WITH “ALL FAULTS” AND WITHOUT ANY RECOURSE WHATSOEVER AGAINST NSS ENTITIES. CUSTOMER ASSUMES ALL RISKS ASSOCIATED WITH THE EQUIPMENT AND RELEASES NSS ENTITIES FROM ALL LIABILITIES AND DAMAGES (INCLUDING LOST PROFITS, PERSONAL INJURY, AND SPECIAL, INCIDENTAL AND CONSEQUENTIAL DAMAGES) IN ANY WAY CONNECTED WITH THE EQUIPMENT, ITS OPERATION OR USE OR ANY DEFECT OR FAILURE THEREOF OR A BREACH OF NSS OBLIGATIONS HEREIN.
8. RELEASE AND INDEMNIFICATION. TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER INDEMNIFIES, RELEASES, HOLDS NSS ENTITIES HARMLESS AND AT NSS’ REQUEST, DEFENDS NSS ENTITIES (WITH COUNSEL APPROVED BY NSS), FROM AND AGAINST ALL LIABILITIES, CLAIMS, LOSSES, DAMAGES, AND EXPENSES (INCLUDING ATTORNEY’S AND/OR LEGAL FEES AND EXPENSES) HOWEVER ARISING OR INCURRED, RELATED TO ANY INCIDENT, DAMAGE TO PROPERTY, INJURY OR DEATH OF, ANY PERSON, CONTAMINATION OR ALLEGED CONTAMINATION, OR VIOLATION OF LAW OR REGULATION CAUSED BY OR CONNECTED WITH THE (a) USE, POSSESSION OR CONTROL OF THE EQUIPMENT DURING THE RENTAL PERIOD OR (b) BREACH OF THIS CONTRACT, WHETHER OR NOT CAUSED IN PART BY THE ACTIVE OR PASSIVE NEGLIGENCE OR OTHER FAULT OF ANY PARTY INDEMNIFIED HEREIN AND ANY OF THE FOREGOING ARISING OR IMPOSED IN ACCORDANCE WITH THE DOCTRINE OF STRICT OR ABSOLUTE LIABILITY. CUSTOMER ALSO AGREES TO WAIVE ITS WORKERS’ COMPENSATION IMMUNITY, TO THE EXTENT APPLICABLE. CUSTOMER’S INDEMNITY OBLIGATIONS SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS CONTRACT.
9. INSURANCE. During the Rental Period, Customer shall maintain, at its own expense, the following minimum insurance coverage: (a) general liability insurance of not less than $1,000,000 per occurrence, including coverage for Customer’s contractual liabilities herein such as the release and indemnification clause contained in Section 8; (b) property insurance against loss by all risks to the Equipment, in an amount at least equal to the MSLP thereof; and (c) worker’s compensation insurance as required by law. Such policies shall be primary, non-contributory, on an occurrence basis, and contain a waiver of subrogation. Customer shall provide NSS with certificates of insurance evidencing the coverages required above prior to any rental and any time upon NSS request. To the extent NSS Entities carry any insurance, NSS Entities’ insurance will be considered excess insurance. The insurance required herein does not relieve Customer of its responsibilities, indemnification, or other obligations provided herein, or for which Customer may be liable by law or otherwise.
10. RENTAL RATES. The total charges specified in this Contract are: (a) estimated based upon Customer’s representation of the estimated Rental Period identified hereof (rental rates beyond the estimated Rental Period may change) and other information conveyed by Customer to NSS; and (b) for the Equipment’s use for One Shift, unless otherwise noted. 1-week and 4-week rental rates shall not be prorated. Rental charges accrue during Saturdays, Sundays and holidays. The rental rates do not include and Customer is responsible for, in addition to all rental rates and other charges shown in this Contract, (i) all consumables, fees, licenses, present and future taxes and any other governmental charges based on Customer’s possession and/or use of the Equipment, including additional fees for more than One Shift use; (ii) delivery and pickup charges to and from NSS locations, including but not limited to any freight, transportation, delivery, pickup and surcharge fees listed in this Contract; (iii) maintenance, repairs and replacements to the Equipment as provided herein; (iv) a cleaning fee if required; (v) miscellaneous charges, such as fees for lost keys. NSS collects these fees as revenue and uses them at its discretion.
11. PAYMENT. If the Rental Period is 4 weeks or less, Customer shall pay amounts due, without any offsets, in full at the time of rental. If the Rental Period is more than 4 weeks, Customer shall pay the amount due in full for a 4 week portion of the Rental Period, without any offsets, at the time of rental. Thereafter, Customer shall pay the amount due in full for each 4-week portion of the Rental Period, without any offsets, every 4 weeks until expiration or termination of the lease term. If the Rental Period is 12-month or 36-month, Customer shall pay the amount due in full for one month, without any offsets, at the time of rental. Thereafter, Customer shall pay the amounts due in full, without any offsets, every month until expiration or termination of the rental term. Customer must notify NSS in writing of any disputed amounts, including credit card charges, within 15 days after the receipt of the invoice or Customer shall be deemed to have irrevocably waived its right to dispute such amounts. At NSS discretion, any account with a delinquent balance may have the Equipment picked up without notice to Customer. Due to the difficulty in fixing actual damages caused by late payment, Customer agrees that a service charge equal to the lesser of 1.5% per month or the maximum rate permitted by law shall be assessed on all delinquent accounts, until paid in full. Customer agrees to provide credit card information to pay for charges and guarantee payment. It is understood that only qualified information will be maintained on file by the NSS credit card manager company, through which credit card transactions are processed, in strict compliance with Payment Card Industry Data Security Standards (PCI DSS). The authorized use of credit card information provided will remain in effect until notification is received, in writing, of any information changes or the authorization is revoked. Customer authorizes NSS to charge the credit card all amounts shown on this Contract and charges subsequently incurred by Customer, including but not limited to, loss of or damage to the Equipment and extension of the Rental Period. Customer agrees to not dispute any charges so long as the credit card transactions correspond to the terms indicated in this Contract. If any charges are disputed, customer agrees to pay all of NSS costs incurred to exercise any of its rights or remedies to reinstate the charges.
12. EARLY TERMINATION FEE. In the event that Customer returns a machine under a 12-month rental contract prior to making 12 payments of the monthly rate, Customer agrees to pay a fee (the “Early Termination Fee”) of 25% of the remainder. The 12-month remainder will be calculated as twelve times the monthly rate less the amount already paid, excluding payments for freight, supplies, and tax. In the event that Customer returns a machine under a 36-month rental contract prior to making 36 payments of the monthly rate, Customer agrees to pay a fee (the “Early Termination Fee”) of 25% of the remainder. The 36-month remainder will be calculated as thirty-six times the monthly rate less the amount already paid, excluding payments for freight, supplies and tax. All parties to this Contract agree and acknowledge that NSS will have suffered damages on account of the early termination of this contract and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate NSS on account thereof.
13. RETURN OF EQUIPMENT. NSS may terminate this Contract at any time, for any reason. At the end of the Rental Period, the Equipment shall be returned to NSS in the same condition it was received, less Ordinary Wear and Tear and free of any hazardous materials and contaminants. Customer will continue to be responsible for rental and other charges after the Rental Period if the Equipment is not returned in the condition required herein. If NSS delivered the Equipment to Customer, Customer shall notify NSS that the Equipment is ready to be picked up at the Site Address and obtain a Pick-Up Number, which Pick-Up Number Customer should keep as proof of the call; provided Customer remains liable for any loss, theft, damage to or destruction of the Equipment until NSS confirms that the Equipment is returned in the condition required herein. Customer will not be charged the rental charges after the date the Pick-Up Number is given, provided Customer has otherwise complied with this Contract. No pickups occur on Sundays or statutory holidays. If Customer picked up Equipment, Customer shall return Equipment to the NSS location during NSS’ normal business hours. If the Equipment is not returned by the estimated end of the Rental Period specified hereof, Customer agrees to pay the applicable rental rate for the Equipment until the end of the Rental Period.
14. PURCHASES: If this Contract identifies any Equipment, materials or other items that is to be purchased by Customer, NSS sells and delivers such items to Customer on an “AS IS, WHERE IS” basis, with all faults and with any warranties that may apply in consideration for Customer’s payment to NSS of the full purchase price of the item. NSS retains title to the item until Customer has paid in full.
15. DEFAULT. Customer shall be in default if NSS deems itself insecure or if Customer: (a) fails to pay sums when due; (b) breaches any Section of this Contract; (c) becomes a debtor in a bankruptcy proceeding, goes into receivership, takes protection from its creditors under any insolvency legislation, ceases to carry on business, or has its assets seized by any creditor; (d) fails to insure the Equipment as required, or otherwise places the Equipment at risk; (e) fails to return Equipment immediately upon NSS’ demand; or (f) is in default under any other contract with NSS. If a Customer default occurs, NSS shall have, in addition to all rights and remedies at law or in equity, the right to repossess the Equipment without judicial process or prior notice. Customer shall pay all of NSS costs, including reasonable costs of collection, court costs, attorneys and legal fees, incurred in exercising any of its rights or remedies herein. The use of false identification to obtain Equipment or the failure to return Equipment by the end of the Rental Period may be considered theft, subject to criminal prosecution and civil liability where permitted, pursuant to applicable laws. NSS shall not be liable due to seizure of Equipment by order of governmental authority. CUSTOMER WAIVES ANY RIGHT OF ACTION AGAINST NSS ENTITIES FOR SUCH REPOSSESSION.
16. LIMITATION OF NSS’ LIABILITY. IN CONSIDERATION OF THE RENTAL OF EQUIPMENT, CUSTOMER AGREES THAT NSS’ LIABILITY UNDER THIS CONTRACT, INCLUDING ANY LIABILITY ARISING FROM NSS’, NSS ENTITIES, OR ANY THIRD PARTY’S COMPARATIVE, CONCURRENT, CONTRIBUTORY, PASSIVE OR ACTIVE NEGLIGENCE OR THAT ARISES AS A RESULT OF ANY STRICT OR ABSOLUTE LIABILITY, SHALL NOT EXCEED THE TOTAL RENTAL CHARGES PAID BY CUSTOMER UNDER THIS CONTRACT.
17. JURY TRIAL WAIVER. IN ANY DISPUTE ARISING OUT OF, IN CONNECTION WITH, OR IN ANY WAY PERTAINING TO THIS CONTRACT, CUSTOMER AND NSS HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY, THIS WAIVER BEING A MATERIAL INDUCEMENT TO ENTERING INTO THIS CONTRACT.
18. ARBITRATION AGREEMENT & CLASS ACTION WAIVER. IN ANY DISPUTE ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY PERTAINING TO THIS CONTRACT SHALL BE SETTLED BY ARBITRATION IN TOLEDO OHIO, ADMINISTERED BY THE AMERCIAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES OR BY JAMS PURSUANT TO ITS STREAMLINED ARBITRATION RULES. PROCEDURES AND JUDGEMENT ON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR TRIED ON A CLASS ACTION BASIS.
19. COMPLIANCE WITH EXPORT AND IMPORT LAWS. Removal of the Equipment from the United States (“U.S.”) is prohibited under this Contract.
20. GOVERNING LAW. The parties expressly and irrevocably agree: (a) this Contract, including any related tort claims, shall be governed by the laws of Ohio, without regard to any conflicts of law principles and (b) if any Section of this Contract is prohibited by any law, such Section shall be ineffective to the extent of such prohibition without invalidating the remaining Sections.
21. MISCELLANEOUS. This Contract constitutes the entire agreement of the parties regarding the Equipment and may not be modified except by written amendment signed by the parties. Customer’s obligations hereunder shall survive the termination of this Contract. This Contract and all of Customer’s rights in and to the Equipment are subordinate to all rights, title and interest of all persons (including NSS lenders) who have rights in the Equipment. Headings are for convenience only. To the extent that any terms in this Contract conflict, the parties agree that the more specific terms control. A copy of this Contract shall be valid as the original. Any failure by NSS to insist upon strict performance of any Section of this Contract shall not be construed as a waiver of the right to demand strict performance in the future. Customer and the person signing this Contract represent that: (a) they both have full authority to execute, deliver and perform this Contract and (b) this Contract constitutes a legal, valid and binding obligation of Customer, enforceable in accordance with its terms.

Revision 3, Date: 07/23/19