Please read carefully. By accepting the provision of the Services (defined below) or making payment(s) to United for the Services, Customer agrees to be bound by these Maintenance and Inspection Agreement Terms, even if the Maintenance and Inspection Agreement has not been executed.
“Customer” means the person or entity identified as such on the Maintenance and Inspection Agreement, including any representative, agent, officer or employee of Customer. “Equipment” means any one or more of the items identified as such on the the Maintenance and Inspection Agreement. “Maintenance and Inspection Agreement” means the agreement made between Customer and United for United to provide Services, whether that Agreement is made in person at the Store Location, online, or otherwise, and which identifies the Services to be purchased by Customer and the Equipment covered by the Agreement. The Maintenance and Inspection Agreement incorporates these Maintenance and Inspection Agreement Terms by reference. “Service” or “Services” means the services/evaluations set forth on the Maintenance and Inspection Agreement that Customer has requested United perform. “Store Location” means the United address in the upper left-hand corner of the Maintenance and Inspection Agreement. “United” means United Rentals of Canada, Inc.
The Maintenance and Inspection Agreement shall continue until terminated by either party on not less than thirty (30) days’ prior written notice to the other party. Pricing shallbe as set forth on the Maintenance and Inspection Agreement and shall be subject to annual increases.
Customer shall be liable for all federal, state, and/or local taxes applicable to the Services.
Any individual signing this Maintenance and Inspection Agreement represents and warrants that he or she is of legal age, and has the authority, capacity and power to sign the Maintenance and Inspection Agreement on his/her own behalf or for the Customer.
In no event shall United be responsible to Customer or any other party, and Customer waives and releases United of and from any loss, damage or injury (including, but not limited to, legal fees, loss of profits, business interruption or other special or consequential damages, damages relating to bodily injury, or damages relating to wrongful death) caused by, resulting from or in any way connected with the Services or the Equipment, its operation or its use. In addition, and without limiting the foregoing, United shall not be liable for any loss, damage or injury due in whole or in part to Customer’s failure to make the Equipment available for Service or Customer’s failure to authorize United’s recommended additional services or repairs.
TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER AGREES TO INDEMNIFY, DEFEND AND HOLD UNITED HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY, CLAIM, LOSS, DAMAGE OR COST (INCLUDING, BUT NOT LIMITED TO, LEGAL FEES, LOSS OF PROFIT, BUSINESS INTERRUPTION OR OTHER SPECIAL OR CONSEQUENTIAL DAMAGES, DAMAGES RELATING TO BODILY INJURY AND DAMAGES RELATING TO WRONGFUL DEATH) CAUSED BY OR IN ANY WAY ARISING OUT OF OR RELATED TO THE OPERATION, USE, MAINTENANCE, INSTRUCTION, POSSESSION, TRANSPORTATION, OWNERSHIP OF THE EQUIPMENT, CUSTOMER’S FAILURE TO AUTHORIZE UNITED’S RECOMMENDED ADDITIONAL SERVICES OR REPAIRS, OR CUSTOMER’S USE OF THE EQUIPMENT IF UNITED ADVISES CUSTOMER THAT THE (I) EQUIPMENT SHOULD NOT BE USED, (II) IS NOT SAFE OR (III) CANNOT BE REPAIRED , INCLUDING WHENEVER SUCH LIABILITY, CLAIM, LOSS, DAMAGE OR COST IS FOUNDED, IN WHOLE OR IN PART, UPON ANY NEGLIGENT OR GROSSLY NEGLIGENT ACT OR OMISSION OF UNITED OR THE PROVISION OF ANY ALLEGEDLY DEFECTIVE SERVICES BY UNITED. THIS INDEMNITY PROVISION ALSO APPLIES TO ANY CLAIMS ASSERTED AGAINST UNITED BASED UPON STRICT OR PRODUCT LIABILITY CAUSES OF ACTION OR BREACH OF WARRANTY.
After Service of the Equipment is completed, Customer shall inspect the Equipment prior to taking possession thereof, and Customer’s acceptance of the Equipment is an irrefutable presumption that Customer finds, and Customer shall be deemed to have found, the Equipment in good working order and repair, and the Service suitable for Customer’s needs.
Due to the hazardous nature of some waste and other products, to comply with federal and state environmental regulations, and to promote a clean environment, United charges an Environmental Service Charge for certain services. This is not a government-mandated charge. The Environmental Service Charge is not designated for any particular use and is used at United's discretion. The Environmental Service Charge is 2.0% of the charges for Services and will not exceed $99, and the Environmental Service Charge will be included in each United invoice rendered to Customer. Customer acknowledges the items indicated above are subject to the Environmental Service Charge and Customer agrees to pay that Charge.
UnitedisnotabaileeofCustomer’sproperty.Uniteddoesnotacceptcontrol, custody orresponsibilityforthecareofCustomer’sproperty.Unitedmay,butisnotrequired to, locktheEquipmentinaclosedspace.Customer’saccesstoUnited’spremisesmaybe conditionedinanymannerdeemedreasonablynecessarybyUnitedtomaintainorderon United’spremises.Suchmeasuresmayinclude,butarenotlimitedto,requiringverification ofCustomer’sidentity,limitinghoursofoperationandrequiringCustomertosigninandsign outuponenteringandleavingUnited’spremises.IntheeventthatCustomerfailstopickup theEquipmentwithin7daysafterServiceiscompleted,and/orfailstoauthorizeUnitedto performsuchServicewithin7daysofUnited’sestimateofthecostofsuchServices,Customer shallpaytoUnitedstoragechargesasdeterminedbyUnited.ThisSection7shallonlyapplyif Servicesaretobe performedatUnited’sStoreLocation.
UNITED WILL ASSIGN TO CUSTOMER ANY MANUFACTURER’S WARRANTY ON PARTS INCORPORATED INTO THE EQUIPMENT AS PART OF THE SERVICE, TO THE EXTENT ASSIGNABLE. TO THE EXTENT PERMITTED BY LAW, UNITED DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
In addition to securing the payment of Service charges hereunder, Customer agrees that any deposit shall be deemed to be a guarantee by Customer of the full and complete performance of each and all of the terms, covenants, and agreements to be performed by Customer hereunder, and in the event of any breach by Customer the deposit will be forfeited and credited against any damage, cost or expense incurred by United as a result of such breach.
Customer agrees to make the Equipment available for servicing by a representative of United and to advise United where the Equipment is to be serviced. Where Services are to be performed on Customer’s premises, Customer shall provide an adequate and safe area in which United may perform Services. Service will be made during normal working hours, between 7:00 am to 4:00 pm, Monday - Friday, except for holidays. Customer will be charged “stand-by time” as indicated on the the Maintenance and Inspection Agreement in the event that Equipment is not made available by Customer during United’s normal working hours. The detail of Services provided is as indicated on the Maintenance and Inspection Agreement. An evaluation of the Equipment may be submitted to Customer upon completion of Services. The evaluation may specify additional services needed on the Equipment. United may provide a written estimate of any repair or service not covered under the Maintenance and Inspection Agreement. Failure of Customer to make the Equipment available for servicing shall relieve United of all its obligations hereunder.
If in the performance of Services United determines that additional services or repairs should be performed, United will so advise Customer and provide an estimate of the cost of such additional services or repairs. In the event that Customer decides to move forward with such additional services or repairs based on the estimate, such fee shall be in addition to the cost of such Services. Since the cost of such additional services or repairs is an estimate, if such additional costs or repairs exceed the estimate, Customer may be contacted for authorization to proceed.
All amounts due hereunder shall be payable in full 30 days following United’s invoice to Customer. Failure by Customer to pay all amounts when due shall relieve United of all of its obligations hereunder, including, but not limited to, the obligation to provide any scheduled Services. Customer acknowledges that timely payment of Service charges, and any storage or other charges, is essential to United’s business operations and it would be impractical and extremely difficult to fix the actual damages caused by late payment. Customer acknowledges that for work performed at United’s Store Location, the Equipment will not be released to Customer until payment is made in full. Customer and United agree that there shall be added to all past due Service charges and charges for additional services or repairs, a late payment fee equal to the lesser of 2% per month (a nominal rate of 24% per annum), calculated and payable monthly, on any such past due amounts, or the maximum amount allowed by applicable law. A $50 lien processing fee will also be charged when a payment due hereunder is more than 30 days late. Where permitted by law, United may impose a surcharge of 1.8% for credit card payments on charge accounts. This surcharge is not greater than United’s merchant discount rate for credit card transactions and is subject to sales tax in some jurisdictions
In addition to such mechanics or similar liens as may be available to United under law, Customer hereby grants to United a security interest and lien upon the Equipment to secure payment of all monies due under this Maintenance and Inspection Agreement. The security interest and lien are or shall be perfected by possession of the Equipment or, at United’s option, by filing a UCC financing statement. Customer hereby irrevocably appoints United as Customer’s attorney in fact to execute and file such financing statements in the name of Customer. Upon default by Customer in payment of any monies due under this Maintenance and Inspection Agreement, United shall have all of the rights and remedies that Article 9 of the Uniform Commercial Code, or similar provisions any applicable state law provides to a secured creditor. Customer also grants to United all such rights and waivers that a debtor may, under Article 9 or such other laws, make available to a secured creditor by express agreement or waiver. Customer agrees to pay United all costs which United may incur in enforcing it rights as a secured creditor, including United’s legal fees.
Customer agrees to maintain and carry, at its sole cost, adequate liability, physical damage, public liability, property damage and casualty insurance, including all risks of loss or damage covered by the standard extended coverage endorsement, to cover any damage or liability arising from the Service, handling, transportation, maintenance, operation, possession or use of the Equipment. When requested, Customer shall supply to United proof of such insurance by Certificate of Insurance clearly setting forth the coverage for the Equipment; such insurance and evidence thereof to be in amounts and form satisfactory to United. Such insurance shall be primary to any other coverage and shall contain an endorsement that Customer’s insurer waives all rights of subrogation against United or its insurer.
It is understood and agreed that each of the parties hereto is an independent contractor and that neither party is, nor shall be considered to be, an agent, distributor or representative of the other. Neither party shall act or represent itself, directly or by implication, as an agent of the other party in any manner assume or create any obligation on behalf of, or in the name of, the other.
Neitherpartyshallassignorsubcontractitsrightsandobligationsunder the Maintenance and Inspection Agreement withoutfirstobtainingthewrittenconsentofthenon-assigningparty.Unitedmayassignits rightshereundertoanaffiliateorsuccessorwithoutCustomer’sconsent.
A. CONTRACT CONSTRUCTION. Any failure of United to insist upon strict performance by Customer of any terms and conditions of these Maintenance and Inspection Agreement Terms shall not be construed as a waiver of United’s right to demand strict compliance. Customer has carefully reviewed the Maintenance and Inspection Agreement and these Maintenance and Inspection Agreement Terms and waives any principle of law which would construe any provision hereof against United as thedraftsperson of the Maintenance and Inspection Agreement or these Maintenance and Inspection Agreement Terms.
B. COLLECTION RIGHTS. Customer agrees to pay all reasonable costs of collection, court, legal fees and other expenses incurred by United in the collection of any charges due under the Maintenance and Inspection Agreement or in connection with the enforcement of these Maintenance and Inspection Agreement Terms. Customer shall pay the service charge(s) without any offsets, deductions or claims.
C. GOVERNING LAW. The Maintenance and Inspection Agreementshall be governed by the laws of the province in which the Store Location is located. The federal and state courts in the county in which the Store Location is located shall have exclusive jurisdiction over all matters relating to the Maintenance and Inspection Agreement. Trial by jury is waived. In order to effect service of process on United, please contact the Secretary of State Corporations Division or the equivalent office in your state to obtain the name of the registered agent and the registered office address that is on file with the Secretary of State for United. United shall be entitled to decrees of specific performance (without posting bond or other security) in addition to such other remedies as may be available.
D. CLASS ACTION WAIVER. Customer agrees that any claims or proceedings brought by Customer relating to this Agreement will be conducted on an individual basis, and not on a class-wide, collective, or representative basis, and that any one person’s claims or proceedings may not be consolidated with any other claims or proceedings. Customer will not sue United as a class plaintiff or class representative, join as a class member, or participate as an adverse party in any way in a class-action lawsuit against United. Nothing in this paragraph, however, limits Customer’s right to bring a lawsuit as an individual plaintiff.
E. JURY WAIVER. Trial by jury is waived.
The Maintenance and Inspection Agreement and these Maintenance and Inspection Agreement Terms represents the entire agreement between the Customer and United with respect to the Service of the Equipment.There are no oral or other representations or agreements not included herein. None of United’s rights or Customer’s rights may be changed and no extension of the terms of the Maintenance and Inspection Agreement or these Maintenance and Inspection Agreement Terms may be made except in writing, signed by both United and Customer. Any use of Customer’s purchase order number on the Maintenance and Inspection Agreement is for Customer’s convenience only. The Maintenance and Inspection Agreement and these Maintenance and Inspection Agreement Terms supersedes any purchase order or other Customer provisions or forms whether sent to or received prior or subsequent to this Maintenance and Inspection Agreement.
United shall not be liable for any delays resulting from circumstances or causes beyond its reasonable control and not due to the fault of United, including, without limitation, fire, flood, hurricane, earthquake or other natural disaster or casualty, act of God, strike or labor dispute, war, insurrection, acts of terrorism, riots, or other violence, epidemic or pandemic, inability to obtain parts or materials, or any law, order or requirement of any governmental agency or authority.
If one or more clauses or paragraphs in the Maintenance and Inspection Agreement or these Maintenance and Inspection Agreement Terms are illegal or unenforceable in whole or in part, it or they shall be considered separate and severable from the Maintenance and Inspection Agreement and the remaining provisions of the Maintenance and Inspection Agreement and these Maintenance and Inspection Agreement Terms shall remain in full force and effect and shall be binding on the parties as though the clauses or paragraphs or parts in question had never been included.