Terms & Conditions
SERVICE
Terms, Conditions & Exclusions
This agreement is between the “Customer” and RJH Air Conditioning and Refrigeration Service, LLC. hereinafter referred to as “RJH.” This agreement hereinafter shall be referred to as “Proposal” and, after the execution, as “Agreement.”
Acceptance of Proposal Acceptance of this Proposal by Customer may be made by signing a copy hereof or by partial performance hereunder, and any such acceptance shall constitute an unqualified agreement to all terms and conditions set forth herein unless otherwise modified in writing by the parties. No additional or different terms and conditions proposed by the Customer in accepting this Proposal shall be binding upon RJH unless accepted in writing by RJH and no other addition, alteration or modification to, and no waiver of any of the provisions herein contained shall be valid unless made in writing and executed by Customer and RJH. Notwithstanding the foregoing, this Proposal shall not be deemed a binding Agreement until it is signed by a duly authorized representative of RJH.
Prices The pricing information for RJH’s services (“Services”) governed by this Agreement will be reflected on each applicable statement of work (“SOW”) provided by RJH. The cost of services or materials, unless otherwise provided in an applicable SOW, does not include any applicable sales, excise or similar taxes or tariffs or any costs for special insurance or bonding coverage which, if required, will be added to the final cost of Services and materials set forth on an applicable invoice. The prices quoted by RJH are established assuming that there are accessible work sites, free from obstruction; that there is no delay experienced by RJH in the performance of their work; and that all other conditions that RJH shall from time to time establish are satisfied. To the extent that there exists any variance from the conditions described above, any additional labor will be charged at the prevailing hourly rate and materials shall be charged according to the then market prices as established by RJH.
Payment RJH will invoice the Customer upon completion of work or as may be otherwise provided in the applicable SOW. All amounts due to RJH by Customer shall be paid, in U.S. currency, by the Customer according to the agreed upon payment terms. If any payment due to RJH from Customer is more than thirty (30) days past due, Customer agrees to pay a finance charge on any unpaid balance at a rate equal to one and one-half percent (1.5%) per month. Customer shall pay RJH all costs of collection of any amounts due to RJH by Customer, including, but not limited to, attorneys’ fees, court costs and expert witness fees. If Customer fails to pay any amount when due, RJH will have the right to stop all work and condition all future performance on payment of amounts due and, at RJH’s discretion, the full balance due under this Agreement.
Change Orders Customer may from time-to-time request changes to a Proposal (“Change Orders”), however, RJH shall not be required to accept changes requested after a Proposal has been accepted by the Customer. If accepted, all Change Orders shall be subject to equitable adjustment (for increase in cost or time of performance by RJH, as applicable), which adjustment shall be determined by RJH. Once determined, RJH shall notify Customer of the effect of such changes to the price and delivery terms. If RJH rejects any requested changes or if Customer notifies RJH that the Change Order adjustments are not acceptable, Customer shall nevertheless remain responsible for all sums due to RJH under all applicable SOWs.
Limited-Service WarrantyMaterials. All materials provided by RJH under this Agreement are subject to manufacturer’s warranty only and are provided without warranty of any kind from RJH. This disclaimer includes, but is not limited to, any implied warranties of merchantability, accuracy and fitness for a particular purpose. All warranties shall be provided at the discretion of the creator or manufacturer of the products or materials. Services. Except as otherwise stated on an applicable SOW, RJH warrants, for a period of thirty (30) days (“Warranty Period”), that all services will be performed in a professional manner in accordance with generally applicable industry standards. Customer’s exclusive remedy for any breach of this warranty shall be limited to either (i) RJH’s obligation to re-perform any deficient services of which RJH is notified during the Warranty Period, provided, however, if additional parts or materials are required, Customer will be charged and agrees to pay for those additional parts and only the labor will be provided at no additional charge under the warranty, or (ii) RJH’s return of the amounts paid by Customer for such deficient services (exclusive of cost of materials); such remedy shall be selected solely by RJH. RJH shall have no obligation with respect to a warranty claim: (i) if notified of such claim after the Warranty Period or (ii) if the claim is the result of third-party hardware or software, the actions of Customer, including the Customer’s personnel or vendors, or some other party or is otherwise caused by factors outside the reasonable control of RJH. This guarantee is limited to the Services requested on the initial work order and the parts and labor used in performing those repairs as listed on the final invoice. Furthermore, this limited guarantee does not extend to other portions of the equipment which were not serviced, nor does it apply to other defects that may occur during the Warranty Period that are not part of the original problem. Customer has no other rights as part of this limited guarantee, regardless of the cause of any equipment failure occurring within the Warranty Period.
Installation Warranty: One year from the date of installation of parts and associated labor or eighteen (18) months from shipment, whichever comes first. See the manufacturer’s warranty statement for further details and conditions of the warranty.
THIS IS A LIMITED WARRANTY AND SETS FORTH THE ONLY WARRANTIES MADE BY RJH. RJH MAKES NO OTHER WARRANTIES, CONDITIONS OR UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OR ANY WARRANTIES REGARDING THE PERFORMANCE OF ANY SOFTWARE OR HARDWARE PROVIDED OR INSTALLED BY RJH. There shall be no liability under this agreement which in any way duplicates protection provided under any other existing warranty or contract.
Indemnification Customer shall provide cooperation, and such assistance as may be required by RJH to perform the Services contemplated hereunder. To the extent necessary, the Customer shall provide RJH with access to such personnel, materials or other tools RJH reasonably requests and which are necessary for the performance of the Services. In no event shall RJH be liable for any indirect, special, consequential, incidental, exemplary or punitive damages to the Customer or otherwise in excess of fees paid for Services performed. The covenant of indemnity shall continue in full force and effect notwithstanding the full payment of all amounts due hereunder or the termination of this Agreement in any manner whatsoever.
Force Majeure RJH shall not be liable for any failure to perform if such failure results directly or indirectly from its inability to obtain materials, parts or supplies at reasonable prices or through usual resources or on a timely basis, interruption of transportation, government regulation, labor disputes, strikes, riots, insurrection, war, civil commotion, fire, weather, flood, accident, storm, act of God or other cause beyond RJH's reasonable control makes it impractical for RJH to perform.
Termination Either party may terminate this Agreement at any time upon thirty (30) days written notice to the other. Upon such termination, Customer shall pay all fees due to and expenses incurred by RJH through the date of termination. In addition, RJH reserves the right to suspend or terminate Services or any work in process in the event any invoice remains outstanding and unpaid for thirty (30) days or more. All fees are deemed earned without diminution of any kind upon the performance of Services.
Liability to Third Parties The Services to be performed hereunder are rendered solely for the benefit of the Customer. In no event shall the Services performed be relied upon by any third party beyond the scope of Service performed to meet the specific needs of the Customer.
Exclusion from Maintenance Services The services to be performed under this agreement are not a guarantee against obsolescence or normal wear. Where equipment becomes obsolete, beyond normal repair, or equipment parts become defective due to corrosion or where factory replacement parts are no longer obtainable, replacement of such equipment or parts shall be made at the customer's expense and if not replaced, we shall no longer be required to service or maintain such equipment. Inspections shall not be construed as an approval or guarantee of the condition of the equipment. The warranties and obligations set forth herein are in lieu of all other warranties and liabilities expressed or implied in law or in fact, including the implied warranties of merchantability and fitness for particular use. Any repairs resulting from any cause other than those within the equipment warranty shall be billed by RJH Air Conditioning and Refrigeration Service, LLC. at the prevailing rate for materials and labor. Any defect discovered during the first forty-five (45) days of a maintenance contract will be considered a pre-existing condition. Units or components of units that are not operational due to the season and cannot be started or tested at time of the start-up of this contract will be deferred until the seasonal start-up of the units has been completed at which time any defect discovered will then be considered a pre-existing condition and repairs will be billed on a time and material basis.
Exclusion from Laboratory Maintenance Services Specifically excluded from any RJH maintenance programs are (i) units that are fifteen (15) years or older, or (ii) units for which new replacement parts may not be obtained. Notwithstanding anything, to the contrary, no warranty, except manufacturer’s warranty, if any, will apply to any work that may be performed by RJH on any of the foregoing units.
Miscellaneous There shall be no liability under this agreement for structural alterations to the premises within which the equipment included is installed, necessary for service or parts repair or replacement as provided for in this agreement. Identification, detection, abatement, encapsulation or removal of asbestos or products or materials containing asbestos or any other products or materials that are classified as hazardous are not included. This Proposal shall be deemed to have been executed in the State of Maryland, and shall be governed by, and enforced in accordance with the laws of the State of Maryland. All suits and other actions relating to or arising out of this agreement shall be submitted to the jurisdiction of the courts of the State of Maryland and venue for any such suits, proceedings and other actions shall be in Prince George’s County, Maryland. The parties hereby expressly consent to the personal jurisdiction of the Maryland courts. The prevailing party in any litigation, arbitration or mediation relating to this agreement shall be entitled to recover the costs and expenses related to such proceeding including its reasonable attorneys’ fees from the other party for all matters, including but not limited to appeals. Customer further waives its right to request a jury trial in connection with any litigation between the parties. This Agreement is intended to be the complete agreement between the parties concerning the Services to be performed and may only be modified in a writing signed by both parties. In the event that any provision of this Agreement is found to be invalid or unenforceable, it shall be enforced to the extent permissible and the remainder of this Agreement will remain in full force and effect. Any notices required hereunder will be in writing and delivered personally, by prepaid U.S. certified mail (return receipt requested) or by prepaid express courier. The undersigned representative of Customer further represents and warrants that he or she is authorized to enter this Agreement on behalf of Customer and that this agreement constitutes a valid and binding obligation of Customer.
CONDITIONS:
Standard rates apply Monday – Friday 8 am to 5 pm. Overtime rates apply before 8:00 am and after 5:00 pm on weekdays and Saturday. Double time applies on Sunday and holidays.
The time means and methods to be employed by RJH Air Conditioning and Refrigeration Service, LLC. in the performance of this agreement is solely within RJH Air Conditioning and Refrigeration Service, LLC’s. discretion.
Due to the phasedown of hydrofluorocarbons (HFCs) under the American Innovation and Manufacturing (AIM) Act, Federal, State & Local regulations drastically impact the prices. We reserve the right to pass on extraordinary increases in the price of refrigerants supplied under this agreement.
Invoice Terms of Service
1. Responsible Parties: This agreement consists of the written and printed terms contained on this page and its reverse side, and shall apply to all transactions between RJH Air Conditioning & Refrigeration Service, LLC (“RJH” or “Vendor”) and Customer, including but not limited to any all guarantee agreements signed by or on behalf of Customer. The term “Customer” shall include all officers, directors, owners, partners, or other equity holders of Customer, along with any other guarantors of this agreement. Revocation of this agreement shall only be effective if made in writing, delivered to, and received by the other party. Furthermore, the Customer agrees that this agreement shall be applicable to all transactions between the parties which have occurred prior to the date of this agreement to the extent that any invoice in connection in addition to that is unpaid as of the Effective Date.
2. Charges. The customer agrees to pay all amounts charged for services, supplies, products, or equipment (collectively “Charges”), immediately upon receipt of such charges. In addition, the customer agrees to pay interest at the compounded rate of 1-1/2% per month, 18% per annum (or such lower maximum interest rate allowed by applicable law), for any Charge or amount that remains unpaid more than one day after the Invoice Date.
3. Jurisdiction. If any amount due pursuant to this agreement is not fully paid when due, the Customer agrees to pay all costs and fees incurred by RJH in attempting to make a collection of such amount(s), including but not limited to legal fees equaling 25% of all such unpaid amounts, court costs, collection company fees, litigation expenses, and all other expenses incurred by RJH, whether or not a lawsuit is actually filled. Customer hereby consents to jurisdiction and venue for any legal action in any court of competent jurisdiction located in Prince George’s County, Maryland, in or in court and venue selected by Vendor in its sole and absolute discretion. Customer, including all officers, owners, directors, partners, or other guarantors pursuant to this credit agreement, irrevocably, as an independent covenant, waive jury trial and the right thereto, in any action or proceeding between the parties, whether hereunder or pursuant to any other agreements between the parties.
4. Liability of Vendor. Both Customer’s and RJH’s liability in connection with any matter relating hereto shall be governed by the laws of the State of Maryland. The customer agrees that RJH shall in no event be liable for any indirect, special, or consequential damages and shall only be liable for the actual cost to replace or repair damaged equipment or goods. The customer agrees to waive all warranties of merchantability or fitness for a particular purpose and all other implied or other warranties unless otherwise expressly assumed by RJH elsewhere in writing. The customer agrees to inform the Vendor of any defect or damage immediately and to fully cooperate with RJH in preparing any insurance or other claim in connection with damaged or defective goods or equipment.
5. Agency. Customer shall be responsible for all Charges and amounts in connection with all transactions requested by Customer and its authorized agents, whether or not Customer (or such agent) is acting on Customer’s own behalf, or as an agency, disclosed or undisclosed, for any third party. 6. Credit Worthiness. By signing this agreement, the Customer authorizes RJH to investigate its creditworthiness and history and to contact all credit references and financial institutions listed in this agreement. Furthermore, the Customer hereby authorizes all such credit references and financial institutions to provide RJH with any information requested by RJH in order to enable it to verify the Customer’s financial standing and creditworthiness.
RENTALS
Terms & Conditions
DEFINITIONS. “Company” or “RJH” is identified as RJH Air Conditioning & Refrigeration Service, LLC, including any representative, agent, officer, or employee of RJH. “Equipment” means any one or more of the items identified as such on the first page of the Rental Agreement (“Rental Contract”, and together with these terms (the “Agreement”), and shall include any and all accessories, attachments or other similar items delivered to Customer. “Customer” means any representative, agent, officer or employee of Customer. “Store Location” means the RJH address in the upper right-hand corner on the first page of the Rental Contract. These terms and conditions form part of the rental contract between RJH and Customer, and apply to all the equipment rented by Customer. These terms and conditions constitute additional provisions of, and guides to interpretation of the Rental Contract. In the event of a conflict between the Rental Contract and these terms, these terms will prevail.
AUTHORITY TO SIGN. Any individual signing this Rental Contract represents and warrants that he or she is of legal age and has the authority and power to sign this Rental Contract on his or her own behalf or for the Customer. The signer must provide acceptable and current proof of identity, such as a government-issued photo ID, such as a driver’s license or passport.
NO WARRANTY OR GUARANTY. Equipment is rented to Customer without warranty or guaranty of any kind, express or implied, and RJH assumes no responsibility unless agreed upon in writing. RJH MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION, THE CONDITION OF ANY EQUIPMENT, ITS MERCHANTABILITY, OR ITS FITNESS FOR A PARTICULAR PURPOSE. RJH shall not be liable for any defects, either latent or patent, in any Equipment, or any consequential damage therefrom, or for any loss of use thereof or for any interruption in Customer’s business or event occasioned by its inability to use any Equipment for any reason whatsoever.
INDEMNITY/HOLD HARMLESS/DAMAGES. Customer acknowledges and assumes all risks inherent in the operation and use of the Equipment by Customer, and will take all necessary precautions to protect all persons and property from injury or damage from the Equipment.
Casualty and Non-Operation of Equipment: Neither party shall be liable for any loss or damages which are incurred as a result of storms, war emergencies, fires, floods, water, Acts of God, or other circumstances beyond its control. Company shall not be liable for any damage by reason of failure of Equipment to operate or faulty operation of equipment or system unless caused by RJH’s gross negligence or willful misconduct. Company shall not be held responsible for any consequential damages or losses resulting from the installation, operation, or use of the products or materials furnished by the Company. Customer agrees that Company has made no warranty or representation with respect to the suitability or durability of the rented Equipment for the purpose intended by Renter.
Assignability: Neither party shall assign this Agreement unless agreed by both parties in writing.
RECEIPT & INSPECTION OF EQUIPMENT. Customer acknowledges that Customer will inspect the Equipment prior to taking possession thereof. Customer is familiar with the proper operation and use of each item of Equipment. Customer will inspect all hitches, bolts, safety chains, hauling tongues and other devices and materials used to connect the Equipment to Customer’s towing vehicle, if any; RJH is not responsible for any damage to Customer’s towing vehicle caused by detachable hitches or mirrors. Customer is responsible for any damage caused to the Equipment while in transit.
USE OF EQUIPMENT. Customer will not use or allow anyone to use the Equipment: (a) for an illegal purpose or in an illegal manner, (b) without a license, if required under any applicable law, or (c) who is not qualified to operate it. Customer agrees, at Customer’s sole expense, to comply with all applicable municipal, state, and federal laws, ordinances and regulations (including O.S.H.A.), which may apply to the use of the Equipment. Customer agrees to check filters, oil, fluid levels and tire air pressure, to clean and visually inspect the Equipment on a regular basis and to immediately notify RJH when Equipment needs repair or maintenance. Customer acknowledges that RJH has no responsibility to inspect the Equipment while it is in Customer’s possession
FOR USE BY QUALIFIED TECHNICIAN ONLY. The Equipment may be used only by Customer’s employees and/or agents and in strict accordance with the use contemplated in the Rental Contract. Customer shall keep the Equipment in Customer’s sole custody and shall not permit the Equipment to be used in the violation of any county, municipal, state, federal, or regulatory laws or ordinances.
MALFUNCTIONING EQUIPMENT. Should the Equipment become unsafe, malfunction or require repair, Customer shall immediately cease using the Equipment and immediately notify RJH. If such condition is the result of normal operation, RJH will repair or replace the Equipment with similar Equipment in working order or the Agreement will be terminated and Customer shall receive a pro rata refund of all fees prepaid. RJH has no obligation to repair or replace Equipment rendered inoperable by misuse, abuse or neglect. Customer’s sole remedy for any failure or defect in Equipment shall be the termination of any rental charges accruing after the time of failure. Customer must return the Equipment to the Store Location within 48 hours from the time of defect in order to terminate rental charges, unless otherwise agreed between the parties.
RETURN OF EQUIPMENT, DAMAGED AND LOST EQUIPMENT. At the expiration of the rental period, as identified in the Rental Contract, Customer will return the Equipment to the Store Location during RJH’s regular business hours. Such Equipment shall be returned in the condition and repair as when delivered to Customer, subject to reasonable wear and tear, as defined below. Customer shall be liable for all damages to or loss of the Equipment from the time the Equipment leaves the Store Location until the Equipment is returned to the Store Location, including any damage during transit to or from the Customer. Any and all repairs are subject to the current RJH labor rate plus parts and applicable tax. In the case of the loss or destruction of any Equipment, or inability or failure to return same to RJH for any reason whatsoever, Customer will pay RJH the then full replacement list value. *If the Equipment is returned in a damaged or excessively worn condition, beyond reasonable wear and tear, Customer shall pay RJH the reasonable cost of repair. RJH shall be under no obligation to commence repair work until Customer has paid to RJH the estimated cost of such repair work. Equipment that is returned dirty, soiled or with food particulate will incur a fee based on the type of equipment rented. Below is a list of fees associated with the cleaning of equipment:
Refrigeration Equipment: $65.00 charge per unit
Kitchen Equipment: $105.00 charge per unit
Walk In Equipment: 75.00 charge per unit
REASONABLE WEAR AND TEAR. Reasonable wear and tear of the Equipment shall mean only the normal deterioration of the Equipment caused by ordinary and reasonable use (8 hours per day, 40 hours per week). The following shall not be deemed reasonable wear and tear: (a) damage resulting from lack of lubrication or maintenance of necessary oil, water and air pressure levels; (b) except where RJH expressly assumes the obligation to service or maintain the Equipment, any damage resulting from lack of service or preventative maintenance suggested in the manufacturer’s operation and maintenance manual; (c) damage resulting from any collision, overturning, or improper operation, including overloading or exceeding the rated capacity of the Equipment; (d) damage in the nature of dents, bending, tearing, staining and misalignment to or of the Equipment or any part thereof; (e) wear resulting from use in excess of shifts for which rented; and (f) any other damage to the Equipment which is not considered ordinary and reasonable in the equipment rental industry. Repairs to the Equipment shall be made to the reasonable satisfaction of RJH and in a manner, which will not adversely affect the operation, manufacturer’s design or value of the Equipment.
KITCHEN AND CATERING EQUIPMENT. Any scheduling changes require thirty (30) days written notice from the customer. Price does not include tax, fuel, or any necessary permits. Customer is responsible for all utilities and connections by a licensed professional. Customer must also provide gas regulators from gas supply to kitchen connections. Price includes set up, take down, and round trip freight. Facilities and equipment are priced to meet typical requirements for temporary and portable applications. In the event any city, county, state or other government entity or agency requires changes, testing, certification, or that permanent codes be met, the Customer will be responsible for all costs incurred to meet these requirements plus 20% to cover profit and overhead costs. Such costs include, but are not limited to the following: Architectural fees, engineering fees, and costs related to testing, certifications, modification, and/or changes to the facilities and equipment. Equipment must be returned in its original clean state or cleaning charges will apply at $65.00 per man-hour plus materials. Customer will be responsible for replacement of equipment due to damage through negligence or acts of god, as well as security, upkeep, maintenance, and repairs to the equipment and facility while in their possession. Price does not include GFI circuitry or union labor.
Water Filtration Cartridge Systems for Ice Machines & Condensate Pumps for Portable Heat & Cooling Systems: It is the option of the Customer, if desired, to purchase the water filtration system from the Company at the Company’s current pricing in effect at the time of installation. The Customer will be responsible for the replacement costs for the filters related to the water filtration system. The water Filtration Cartridge System is not part of the Ice machine maintenance program. An additional monthly charge will apply, if the Customer desires, to have a full maintenance program for the water filtration cartridge system. Please consult with the Company for the additional charges related to this system.
Maintenance By Company: Customer shall have no responsibility in connection with maintenance, repair, or replacement of the Equipment or parts, the sole obligation therefore being the Company’s. Any alterations, repairs or maintenance performed by any vendor ,other than the Company or a vendor recommended by the Company shall, and not be limited to, void the warranties contained herein and/or, at the discretion of the Company cause this Agreement to be in material default. Required repair, maintenance and cleaning of equipment is covered under the Company’s normal preventative maintenance program and the financial responsibility of the Company. The manufacturer’s warranty will apply only to defects of equipment not caused by lack of regular maintenance.
LATE RETURN. If the Equipment is not returned by the end of the Rental Period, Customer is subject to late charges. The late charges shall accrue each day, including weekends and holidays, until the Equipment is returned.
PAYMENT. The terms of payment are based upon credit information that Customer supplies at the time of rental. Should there be any change in such credit information; Customer agrees to provide such change in information to RJH immediately. Customer agrees that RJH may demand immediate payment if Customer fails to pay any invoice. PAYMENT TERMS. Rental invoices are due within 30 days after the receipt of invoice. Payments due for more than 30 days after the invoice date shall be considered past due. Customer and RJH agree that there shall be added to all past due rental charges a late payment fee equal to the lesser of 1.5% per month (18% per annum) on any such past due amounts or the maximum amount allowed by applicable law. If RJH places the account in the hands of an attorney or other agency for collection, Customer will be responsible for all collection costs, including attorneys’ fees and court costs, as awarded by a court of competent jurisdiction.
Credit Card Authorization: I authorize RJH to charge the provided credit card for services & fees including cancellation and replacement costs as agreed upon in this contract. I certify that I am an authorized user of this credit card. I understand that my information will be saved to file for future transactions associated with this contract. You may cancel this authorization at any time by contacting us in writing at the address shown in the contract.
Taxes: Customer agrees to pay any and all taxes, assessments or other charges levied or assessed on or with respect to the Equipment or its use during the term of the Agreement or thereafter if applicable to the term of the Agreement or reimburse the Company forthwith (as additional rent hereunder) if Company pays the same, to prepare and or file schedules required by taxing authorities in connection therewith and to provide permits and licenses, if any necessary for installation or operation.
Government Regulations: Both parties shall comply with any applicable government statute, ordinance, or regulation.
FAILURE TO DELIVER. Customer releases and discharges RJH from any consequential and special damages which might be caused by RJH’s failure or inability to deliver any Equipment by any specified date or time.
TITLE/NO PURCHASE OPTION/NO LEINS. This Rental Contract is not a contract of sale, and title to the Equipment shall at all times remain with RJH. Unless covered by a specific supplemental agreement signed by RJH, the Customer has no option or right to purchase the Equipment. Customer shall keep the Equipment free and clear of all mechanics liens and other liens and encumbrances, other than the liens of RJH.
DEFAULT. Customer shall be deemed to be in default should any of the following occur: (a) Customer fails to pay any amount to RJH, including rental payments, due hereunder or any other agreement with RJH; (b) Customer fails to perform, observe or keep any provision of the Rental Contract; (c) any insurance coverage required hereunder is cancelled or the Customer is determined to be an uninsurable risk by an insurer; (d) any Equipment is confiscated by a political or governmental agency, as a result of the illegal use of the Equipment; (e) any Equipment is advertised or offered for sale by Customer; (f) any Equipment is sub-let, assigned, or loaned by Customer to a third party without RJH’s prior written consent; (g) there is a material adverse change in Customer’s financial condition; (h) Customer shall become “insolvent” (as defined herein), or RJH anticipates that Customer may become insolvent or anticipates that Customer may otherwise be in default. The Customer shall be considered “insolvent” if the Customer (i) shall generally not pay, or shall be unable to pay, or shall admit its inability or anticipated inability to pay its debts as such debts become due; or (ii) shall make an assignment for the benefit of creditors, or petition or apply to any tribunal for the appointment of a custodian, receiver, or trustee for it or a substantial part of its assets; or (iii) shall commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or (iv) shall have had any such petition or application filed or any such proceeding commenced against it in which an order for relief is entered or an adjudication or appointment is made; or (v) shall take any action indicating its consent to approval of, or acquiescence in any such petition, application, proceeding, or order for relief or the appointment of a custodian, receiver, or trustee for all or any substantial part of its assets. Upon default by Customer and at any time thereafter, RJH may, at its option and with or without notice to Customer, do any one or more of the following: (a) terminate the Rental Period; (b) declare the entire amounts due hereunder immediately due and payable and commence legal action therefore; (c) cause RJH employees or agents, without notice or legal process, to enter upon Customer’s property, during normal business hours and with prior notice, and take all action necessary to retake and repo RJH’s Equipment; (d) require Customer to assemble the Equipment and make it available to RJH at a place reasonably designated by RJH; or (e) pursue any other remedies available by law. Customer shall be responsible for any fees, costs, and expenses, including attorneys’ fees and court costs, incurred by RJH as a result of any default by Customer under the Rental Contract.
CUSTOMER’S INSURANCE COVERAGE. INSURANCE REQUIREMENTS. CUSTOMER MUST INSURE ALL THE EQUIPMENT. Customer shall, at its expense, and at all times during the rental, maintain in full force and effect insurance covering all Equipment rented, from all sources, for full replacement cost (without deductions for depreciation), except vehicles which are at actual cash value, and for loss of use (rentals) of the Equipment. Coverage must begin from the time Customer or its agents accept delivery of the Equipment and continue until the time the Equipment is returned. Customer shall deliver to RJH, upon request, evidence of the insurance coverage, by way of a Certificate of Insurance satisfactory to RJH, showing Liability Coverage, Property Insurance and Workers Compensation Insurance, prior to taking possession of Equipment. Such insurance shall be written by reputable insurers acceptable RJH; Customer’s insurers shall agree to be the primary insurers of such Equipment during the rental period. Notwithstanding this paragraph, Customer shall remain primarily liable to RJH for full performance under the terms and conditions of the Rental Contract. RJH may enforce its remedies directly against Customer without resort to Customer’s insurance carrier.
LIABILITY INSURANCE. Customer shall name RJH as an additional insured on its liability insurance and its liability insurance shall be deemed primary and non-contributory insurance in the event of any claim or suit. Liability insurance shall meet the following minimums: Commercial General Liability: $2,000,000 per occurrence & aggregate. Automobile Liability: $1,000,000 combined single limit. $1,000,000 per occurrence limit.
THE RIGHTS OF RJH ARE NOT AFFECTED BY CUSTOMER’S NON-PERFORMANCE. Should Customer fail to procure or pay the cost of maintaining in force the insurance specified in the Rental Contract or to provide RJH with satisfactory evidence of the insurance upon request, RJH may, but shall not be obligated to, procure the insurance and Customer shall reimburse RJH on demand for its costs. Lapse or cancellation of the required insurance shall be an immediate and automatic default under the Rental Contract.
Title and Quiet Enjoyment: Company covenants it is the owner of the Equipment free of encumbrances and that as long as Customer shall not be in default, Customer shall peacefully and quietly hold and possess the Equipment during the term hereof. Title of the Equipment shall at all times remain in the Company. On delivery of Equipment, Customer agrees to promptly execute and deliver to Company, Company’s standard form of delivery and or installation receipt. If the Equipment is installed on rented premises, Customer agrees to provide a waiver of landlords’ lien. Customer represents it has full right and lawful authority to enter into this Rental Agreement, and in doing so violates no existing agreement of the Customer.
NO ASSIGNMENT LENDING OR SUBLETTING. Customer shall not sublease, sub-rent, assign or loan the Equipment without first obtaining the written consent of RJH. Any such action by Customer, without RJH’s prior written consent, shall be void and shall be an immediate and automatic default under the Rental Contract. Customer agrees to use and keep the Equipment at the job site set forth on the first page of this Rental Contract, unless RJH approves otherwise in writing.
Marking of Equipment: Company has the right to place upon the Equipment its inscription of ownership, which shall not be removed by Customer.
ENTIRE AGREEMENT/ONLY AGREEMENT. This Agreement represents the entire agreement between the Customer and RJH with respect to the Equipment and the rental of the Equipment.
Equipment Rental Agreement is Irrevocable: Unless otherwise stated herein, this Agreement is irrevocable for the full term and Customer’s obligation to pay the a aggregate rent for the full term and shall not abate by reason of loss or damage to the Equipment or termination of Renter’s possession due to Customer’s default.
OTHER PROVISIONS. A. Any failure of RJH to insist upon strict performance by Customer of any terms and conditions of this Agreement shall not be construed as a waiver of RJH’s right to demand strict compliance. Customer has carefully reviewed this Agreement and waives any principle of law, which would construe any provision hereof against RJH as the draftsperson of this Agreement. B. Customer agrees to pay all reasonable costs of collection, including court costs, expenses, and attorneys’ fees incurred by RJH in the collection of any charges due under this Rental Contract or in connection with the enforcement of its terms, as awarded by a court of competent jurisdiction. C. Customer shall pay the rental charge(s) without any offsets, deductions or claims. D. The federal and state courts in the District of Columbia shall have exclusive jurisdiction over all matters relating to this Agreement. Trial by jury is waived. Service of process may be affected by certified mail, return receipt requested, or in such other manner as permitted by law. RJH shall be entitled to decrees of specific performance (without posting bond or other security) in addition to such other remedies as may be available. CRIMINAL WARNING: The use of false identification to obtain Equipment or the failure to return the Equipment by the end of the Rental Period may be considered a theft subject of criminal prosecution pursuant to applicable criminal or penal code provisions.