Sale Agreement/Invoice Terms and Conditions - Canada (English)

Last update: October 20, 2021

1. DEFINITIONS

“Carrier” means a third party delivery service which delivers the Equipment to Customer. “Customer” means the person or entity identified on the front page of this Sale Agreement/Invoice, including any representative, agent, director, officer or employee of Customer. “Equipment” means any one or more of the items listed on the front page of this Sale Agreement/Invoice, and shall include any accessories, attachments or other similar items sold to Customer, such as air hoses, electric cords, blades, welding cables, liquid fuel tanks and nozzles. “Sale Agreement/Invoice” means this Sales Agreement/Invoice, including the front page hereof and these Sales Agreement/Invoice Additional Terms and Conditions. “Store Location” means the United address in the upper left-hand corner on the front page of this Sale Agreement/Invoice. “United” means the corporate subsidiary of United Rentals, Inc. that is identified on the front page of this Sale Agreement/Invoice (or, in the absence thereof, if the Store Location is in Canada, United Rentals of Canada, Inc.) from whom the Customer has purchased the Equipment. “Vendor” means a Customer from whom United has purchased, is currently purchasing, or will purchase equipment, supplies or other items.

2. AUTHORITY TO SIGN

Any individual signing this Sale Agreement/Invoice represents and warrants that he or she is of legal age and has the legal capacity to sign this Sale Agreement/Invoice. If Customer is other than an individual, Customer has the legal capacity, authority and power to sign this Sale Agreement/Invoice, and any representative, agent, director, officer or employee of the Customer that signs this Sale Agreement/Invoice is authorized to sign this Sale Agreement/Invoice on behalf of Customer. Customer represents and warrants that Customer is entering into this Sale Agreement/Invoice only for business or commercial purposes and not for personal, family, household, or farming purposes, or in connection with the operation of a farm, ranch or feedlot, and the Equipment will not be used for any such purposes.

3. TERMS OF PAYMENT

All amounts due hereunder shall be payable in full upon receipt of United’s invoice by Customer. Without limiting United’s other rights, late payments accrue interest, payable by Customer on United’s demand, at the lesser of 2% per month (24% per annum) or the highest rate permitted by law, calculated and payable from the date of the invoice. Customer agrees to pay all collection costs, legal fees and court costs incurred by United to enforce the terms and conditions of this Sale Agreement/Invoice. Time is of the essence of this paragraph 3.

4. SECURITY INTEREST

Customer hereby grants to United a security interest in the Equipment and the proceeds of the Equipment to secure the prompt payment by Customer of the purchase price and performance of Customer’s other obligations under this Sale Agreement/Invoice. Customer authorizes United to file financing statements and any other document that United determines to be necessary or advisable to perfect this security interest. If Customer does not timely satisfy Customer’s payment and other obligations, United will have all rights and remedies that applicable provincial personal property security legislation, or similar provisions of any other applicable provincial law, provide to a secured party, and United shall be entitled to exercise all rights and remedies available to it as an unpaid seller under applicable sale of goods legislation. Customer also grants to United all such rights and waivers that a debtor may, under applicable provincial personal property security legislation and any other applicable law, make available to a secured creditor by express agreement or waiver. Customer agrees to promptly pay United all costs which United may incur in the repossession and disposition of the Equipment, including United’s legal fees.

5. USE AND MAINTENANCE

Customer has had the opportunity to contact the manufacturer for documentation regarding the use and maintenance of the Equipment and regular safety requirements, and to determine whether the Equipment meets the manufacturer’s maintenance and operating requirements. Customer will in all events contact the manufacturer before Customer places the Equipment into service.

6. DISCLAIMER OF WARRANTIES

Unless United indicates otherwise on the front page of this Sale Agreement/Invoice, the Equipment is used and was previously rented out by United to numerous persons. Whether or not the Equipment is used, it is being sold by United “AS IS”, WITH ALL FAULTS AND DEFECTS (INCLUDING LATENT DEFECTS) AND WITHOUT RECOURSE TO OR AGAINST UNITED. If the Equipment is new, United will, to the extent permitted by the manufacturer of the Equipment, pass on to Customer warranties made by such Equipment manufacturer. Except where prohibited by applicable law, United makes no representation or warranty on any matter whatsoever including there being no representation or warranty as to the condition of the Equipment. Customer may elect to purchase United’s service contract, United Guard (the “Program”). If Customer pays for Program, United will provide the services referred to in that Program. Except as aforesaid, ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OR CONDITION AS TO MERCHANTABILITY OR QUALITY OF THE EQUIPMENT OR OF FITNESS OF THE EQUIPMENT FOR A PARTICULAR PURPOSE OR OF SUITABILITY OF THE EQUIPMENT FOR CUSTOMER’S INTENDED USE, ARE EXPRESSLY EXCLUDED AND DISCLAIMED. Any oral or other statements that United’s directors, officers, employees, representatives or agents may have made regarding the Equipment do not constitute representations, warranties or conditions, are disclaimed by United, and shall not be relied upon by the Customer. Except where prohibited by applicable law, Customer irrevocably waives and releases United of and from all obligations, liabilities of United, and all rights, claims and remedies of Customer, in tort, contract, under statute, common law, equity or otherwise relating to the Equipment or this sale, whether arising out of or relating to the sale or delivery of or failure to deliver the Equipment to the Customer or the Customer’s use, possession, operation, sale, lease, assembly or disassembly of the Equipment, or out of United’s negligence or strict or product liability, or otherwise. In no circumstances will United’s liability in respect of any such right, claim or remedy of Customer exceed the amount of the purchase price of the Equipment, together with any taxes thereon, actually received by United pursuant to this Sale Agreement/Invoice.

7. INDEMNITY / HOLD HARMLESS

TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS UNITED, AND ITS AFFILIATES, PARENTS AND SUBSIDIARIES, AND ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, LOSS, DAMAGE OR COSTS (INCLUDING, BUT NOT LIMITED TO, LEGAL FEES, LOSS OF PROFIT OR REVENUE, BUSINESS INTERRUPTION OR OTHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, DAMAGES RELATING TO PROPERTY DAMAGE OR BODILY INJURY, OR DAMAGES RELATING TO WRONGFUL DEATH) ARISING OUT OF OR RELATED TO THE SALE OR DELIVERY OF OR FAILURE TO DELIVER THE EQUIPMENT TO CUSTOMER OR CUSTOMER’S OPERATION, USE, POSSESSION AND/OR PURCHASE OF THE EQUIPMENT. THIS INDEMNITY PROVISION ALSO APPLIES TO ANY CLAIMS ASSERTED AGAINST UNITED BASED UPON STRICT OR PRODUCT LIABILITY CAUSES OF ACTION. HOWEVER, CUSTOMER SHALL NOT BE OBLIGATED TO INDEMNIFY UNITED FOR THAT PART OF ANY LOSS, DAMAGE OR LIABILITY DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL AND NON-APPEALABLE JUDGEMENT TO HAVE BEEN CAUSED SOLELY BY THE INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE OF UNITED. IN FURTHERANCE OF, BUT NOT IN LIMITATION OF THE INDEMNITY PROVISIONS IN THIS AGREEMENT, CUSTOMER EXPRESSLY AND SPECIFICALLY AGREES THAT THE FOREGOING OBLIGATION TO INDEMNIFY SHALL NOT IN ANY WAY BE AFFECTED OR DIMINISHED BY ANY STATUTORY OR CONSTITUTIONAL LIMITATION OF LIABILITY OR IMMUNITY CUSTOMER ENJOYS FROM SUITS BY ITS OWN EMPLOYEES. THE DUTY TO INDEMNIFY WILL CONTINUE IN FULL FORCE AND AFFECT NOTWITHSTANDING THE DELIVERY TO AND ACCEPTANCE BY CUSTOMER OF THE EQUIPMENT.

8. DELIVERY
  1. Customer Picks Up Equipment. In the event Customer picks up any item of Equipment at a Store Location, Customer shall be deemed to have inspected and accepted each item of Equipment at the time of pick up and risk of loss of and title to the Equipment shall pass to Customer at such time.
     
  2. United Rentals Delivers Equipment to Customer. In the event United delivers any item of the Equipment to a location designated by Customer, Customer shall sign such documents as required by United evidencing that the item of Equipment has been delivered to, and inspected and accepted by, Customer. Risk of loss of and title to the Equipment shall pass to Customer upon delivery. Customer shall promptly pay United all costs of shipping.
     
  3. Carrier Delivers Equipment to Customer. In the event a Carrier is utilized to deliver Equipment to Customer, Customer shall sign such documents as required by United and/or Carrier evidencing that the items of Equipment have been delivered to and accepted by Customer. Risk of loss of and title to the Equipment shall pass to Customer upon delivery of the Equipment to Carrier. Customer shall pay all costs of shipping.
     
  4. Acceptance of Equipment. In all circumstances, if Customer makes any use of any item of Equipment, Customer shall be deemed to have accepted such item of Equipment.
9. CUSTOMER/VENDOR ACKNOWLEDGEMENT

Vendor acknowledges and agrees that even though United may have purchased or may purchase equipment and other items from Vendor prior to or subsequent to the transaction set forth herein, such purchases of equipment and other items by United have not formed any part of the consideration for the purchase of the Equipment hereunder. Customer agrees to pay the purchase price and any delivery charges for the Equipment, together with any taxes and any other amounts payable hereunder, without any offsets, deductions or claims. Customer acknowledges that the price for each item of Equipment and other items set forth on the front of this Sale Agreement/Invoice has been negotiated at arm’s length and in good faith.

10. OTHER PROVISIONS

This Sale Agreement/Invoice sets forth the entire understanding of United and Customer with respect to the Equipment and the sale of the Equipment, supersedes all prior agreements, and cannot be changed or terminated orally. This Sale Agreement/Invoice may not be changed unless made in writing and signed by both Customer and United. Any use of Customer’s purchase order number on this Sale Agreement/Invoice is for Customer’s convenience only and the terms and conditions of Customer’s purchase order, whether oral or written, are hereby rejected by United, do not form part of this Sale Agreement/Invoice and are superseded by this Sale Agreement/Invoice. This Sale Agreement/Invoice shall be binding on United only if a duly authorized signatory has signed it. This Sale Agreement/Invoice shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The courts in the Province where the Store Location is located shall have exclusive jurisdiction over all suits, actions, claims and other proceedings or matters relating to this Sale Agreement/Invoice and the sale of the Equipment. TRIAL BY JURY IS WAIVED.

11. EXPORT CONTROLS AND ECONOMIC SANCTIONS
  1. Customer acknowledges that the Equipment is subject to Canadian export laws and regulations issued thereunder, including, but not limited to, the Export and Import Permits Act (R.S.C. , 1985, c. E-19) and the regulations, notices and interpretive guidance issued thereunder including the Guide To Canada’s Export Control List and Canadian sanctions laws and regulations issued thereunder including but not limited to the Special Economic Measures Act (S.C. 1992, c. 17), the United Nations Act (R.S.C., 1985, c. U-2), the Freezing Assets of Corrupt Foreign Officials Act (S.C. 2011, c. 10), the Criminal Code (R.S.C., 1985, c. C-46) and the Canadian Sergei Magnitsky Law (S.C. 2017, c. 21) (collectively “Canadian sanctions laws”), each of the foregoing export and Canadian sanctions laws as amended from time to time. Customer agrees to comply with applicable export, re-export, transfer, end-user, and end-use prohibitions and licensing requirements under Canadian export and Canadian sanctions laws including, but not limited to, all applicable prohibitions related to the supply of any equipment, technology, or services to any prohibited, sanctioned, or controlled countries, entities, or individuals, or the transfer or transshipment of equipment, technology, or services through any other country subject to the aforementioned Canadian export laws and regulations and Canadian sanctions laws, each as amended, and any other Canadian laws of similar import, and any and all regulations issued pursuant to such laws. United is not required to perform any action under this Sale Agreement/Invoice if such action is contrary to Canadian law or a directive, notice, guidance, order, regulation, or license issued by the Government of Canada.
     
  2. Customer represents and warrants that it is not itself, nor is it owned or controlled by or acting on behalf of, (a) any person (including any entity) that appears in any sanctions-related list of designated or listed persons promulgated or issued under Canadian sanctions laws, (b) a person operating, organized, or resident in, or acting as a representative or agent of the Governments of, Crimea, Iran, North Korea, Syria or Venezuela, including any political subdivision, agency, or instrumentality thereof, or any other government or territory against which Canada maintains economic sanctions or embargos under Canadian sanctions laws, as amended from time to time, to the extent such laws prohibit United from transacting with such persons. United is not required to perform any action under this Agreement if such action is contrary to Canadian law or a directive, notice, guidance, order, regulation, or license issued by the Government of Canada.
12. LANGUAGE

Customer acknowledges and confirms that Customer has requested that this Sale Agreement/Invoice and any other document contemplated hereby be drawn up in the English language only. Le client reconnait et confirme avoir demandé que le présent contrat de vente/facture d'achat et tous les autres documents dont il est question aux présentes soient rédigés en anglais uniquement.