Rental Terms and Conditions
Applies to all Rental Contracts
MAT RENTAL AGREEMENT
TERMS & CONDITIONS
(MRA-TC-001)
For the purposes of this Agreement, “Mats” are defined as any rental product owned by Lessor and rented to Lessee.
Lessee accepts full responsibility and liability for any and all damages to Mats due to operation, maintenance or casualty, including freezing, fire, theft, windstorms, flood, riot insurrection, strike, explosion collision upset, damages while being transported, loaded or uploaded, or for any causes whatsoever other than ordinary wear and tear. This Mat Rental Agreement is a rental and not a sale of the Mats and you will not acquire an ownership interest in the Mats.
Lessee must maintain Mats properly during the “Rental Period”. The “Rental Period” is defined as follows:
Daily: 0-4 consecutive days, subject to a three day minimum (on a per day rate)
Weekly: 5-7 consecutive days (on a per week rate)
Monthly: 19-30 consecutive days (on a per month rate)
The Rental Period begins when Mats leave a Lessor facility and continues until the Mats are returned to a Lessor facility. If Mats are received at a Lessor facility after 4:00 pm, the Mats will be deemed received the next day. Rentals over 30 days will be calculated on monthly rates, then weekly rates, then daily rates. For example, Mats returned after 40 days rental would be billed as follows: 1 month (30 days), 1 week (7 days), and then 3 days, all at each individual rate. The Rental Period will not be prorated on a monthly basis. Rental payments for Mats shall not apply towards any purchase of Mats, replacement costs or any other charges.
Unless mutually agreed, Lessee agrees to return all Mats to a Lessor facility in the same condition as when received, ordinary wear and tear excepted. Lessee agrees to pay for all repairs or replacement of all parts of Mats except for such ordinary wear and tear. Any repairs to Mats for any reason hereunder will be charged to Lessee at a rate as set forth in Exhibit B plus the cost of materials. All shortages of returned Mats will be charged to the Lessee at the market price for the Mat at the time of the return as determined by Lessor.
Lessee assumes all responsibility for the operation, use and movement of Mats and will hold Lessor harmless from all loss, liability, damage and expenses on account of any damage to property or injury including death to Lessee’s employees or any other persons. Lessee agrees to pay any overtime charges of drivers and/or trucks due to waiting to load or unload at a site in excess of one hour. The overtime wait time charge is set forth in Exhibit B. If necessary, there will be an additional charge per Mat as set forth in Exhibit B for cleaning mats returned to a Lessor facility for the disposal of debris in accordance with the EPA policy governing such waste.
If Mats are used in or near plants or installations whereby same is subject to harmful fumes, mixtures, admixtures, gases and/or dusts Lessee agrees, in addition to taking all necessary precautions to protect Mats, to pay for the repair or the replacement of the affected Mats at the market price for the Mat at the time of the return as determined by Lessor. Lessee agrees not to assign, transfer, sublet or part with the possession of Mats either directly or indirectly. Lessee agrees not to commit or permit any act whereby Mats or any part thereof shall or may be seized, taken in execution, attached, removed, destroyed or damaged.
Lessor is the sole owner of the Mats and title to the Mats will remain with Lessor at all times. All improvements and upgrades to the Mats will be the property of Lessor. Lessor representatives may from time to time enter into and upon the premises where the Mats are located to inspect the Mats. The Mats are personal property and will remain personal property even if they are affixed or attached to real property or fixtures. At Lessor’s request, Lessee will obtain a waiver from any landlord and mortgagee of property on which the Mats are located as to any rights of the landlord and mortgagee with respect to the Mats. Lessee will not incur, create or assume any encumbrance, lien, security interest or claim on or with respect to the Mats.
The Mats must be returned to a Lessor facility at the end of the term at the cost and expense of Lessee and to the Payment and Notice Address set forth above or as otherwise directed by Lessor by written notice to Lessee, in the same condition as you received it, ordinary wear and tear excepted. If the Lessee retains possession of the Mats after expiration or termination of this Agreement, Lessee will be deemed to be “holding over” on a month-to-month basis until the Mats are delivered to a Lessor facility as provided above, and all terms of this Agreement shall apply during such period without waiver of Lessee's default.
No such loss, damage or destruction will terminate this Agreement or relieve Lessee from the full payment obligations under this Agreement. Lessee agrees to notify Lessor promptly in writing of any loss, damage or destruction and Lessee will continue to pay rent due under this Agreement and repair or replace the Mats to their prior condition with good and marketable title in Lessor’s name, free and clear of all liens, encumbrances and rights of others.
During the term Lessee will, at Lessee’s expense, procure and maintain insurance coverage reasonably acceptable to Lessor for casualty to and general commercial liability related to the Mats. Upon Lessor’s request, each insurance policy will name Lessor as an additional insured and loss payee, and Lessee will furnish to Lessor a certificate of insurance in form reasonably acceptable to Lessor that such insurance coverage is in effect and if requested by Lessor, copies of the policies or endorsements.
Lessee will indemnify and hold Lessor, its members, partners, shareholders, directors, managers, officers, employees, agents, affiliates, successors and assigns, harmless from and against any and all liabilities, liens, obligations, losses, claims, damages, actions, suits, proceedings, costs and expenses including reasonable attorneys’ fees, imposed or incurred by or asserted against Lessor, its members, partners, shareholders, directors, managers, officers, employees, agents, affiliates, successors and assigns arising out of, connected with, or resulting directly or indirectly from the Mats including the manufacture, purchase, lease, possession, operation, condition (including all defects whether or not discoverable by either party hereto), delivery (or failure of delivery) acceptance (or failure to accept), selection, use or return of the Mats, by operation of law or otherwise, or Lessee’s violation or breach of this Agreement.
Lessee will give Lessor or its successors or assigns prompt written notice of any matter hereby indemnified against and Lessee agrees that, upon notice by Lessor or its successors or assigns of the assertion of such matter, Lessee will assume full responsibility for the defense thereof with counsel satisfactory to Lessor.
Lessee acknowledges and agrees that it has selected each item, type, quality, quantity and supplier of Mats based on its own judgment and Lessee disclaims any reliance upon any statements or representations made by Lessor, and Lessee agrees that the Mats are of a design, size, quality and capacity required by Lessee and are suitable for Lessee’s purposes.
LESSOR MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE MATS OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE MATS, AND LESSEE AGREES LESSOR IS RENTING THE MATS TO LESSEE AS IS, WHERE IS AND WITH ALL FAULTS. LESSESS HEREBY WAIVES ANY CLAIM (INCLUDING ANY CLAIM BASED ON STRICT OR ABSOLUTE LIABILITY IN TORT) LESSEE MIGHT HAVE AGAINST LESSOR FOR ANY LOSS OR DAMAGE (INCLUDING INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGE OR EXPENSE CAUSED BY THE MATS OR ANY OTHER MATTER RELATED HERETO OR THERETO).
Lessee will be in default under this Agreement if any of the following events (“Events of Default”) happen: (a) Lessee fails to pay any Rent or other sum due under this Agreement when due or within five (5) days thereafter; (b) other than payment defaults, Lessee breaches any other representation, warranty or covenant contained in this Agreement or in any document or instrument delivered pursuant to this Agreement and such breach is not cured within thirty (30) days after written notice of such breach by Lessor to Lessee; (c) Lessee ceases doing business as a going concern, makes an assignment for the benefit of creditors, admits in writing Lessee’s inability to pay its debts as become due or are insolvent, or Lessee files or have filed against Lessee a petition under the Bankruptcy Code or (d) any guarantor of this Agreement defaults on any obligation to Lessor or any of the above-listed Events of Default occur with respect to any guarantor. Upon the occurrence of an Event of Default, Lessor may, at is option, do any or all of the following: (i) by notice to Lessee, terminate the Agreement; (ii) whether or not this Agreement is so terminated, take possession of the Mats, and for such purpose, enter upon any premises without liability for so doing, and Lessee irrevocably waives to the fullest extent permitted by law any bonds, surety or security required of Lessor by stature, court rule or otherwise in the event Lessor seeks to take possession of the Mats; (iii) declare all sums due and to become due hereunder immediately due and payable, all such accelerated sums to be discounted to their then present value using a discount rate of the Prime Rate of Interest as stated in the Wall Street Journal at the time of the default (or the nearest business day that the Wall Street Journal publishes such rate if no rate was published on the date of default) as calculated by Lessor; (iv) sell, dispose of, hold, use or lease any of the Mats, or (v) exercise any other right or remedy which may be available to Lessor under the Texas Uniform Commercial Code or other applicable law including, without limitation, the right to recover damages for breach thereof. In the event Lessor is required to enforce this Agreement, Lessee is responsible for reimbursing Lessor for all costs Lessor incurs, including attorneys' fees. The rights afforded Lessor in this Agreement are in addition to any rights or remedies provided by law or in equity. A waiver of any default will not be a waiver of any existing or subsequent default. Interest, penalties and fees may be charged at the highest rate allowed by applicable law.
Lessee will not transfer, assign, re-rent, pledge, or otherwise encumber any interest in this Agreement or the Mats or permit the Mats to be used by anyone other than Lessee without prior written consent of Lessor and any such attempt by Lessee will be void. Lessee’s interest in this Agreement and any related documents may not be assigned or transferred without Lessor’s prior written consent and any such attempt by Lessee will be void. Consent by Lessor to any one of the foregoing prohibited acts applies only in the given instance and shall not be consent by Lessor to any subsequent like acts by Lessee or any other person. Lessor may sell, transfer or assign all or any part of its interest in the Mats or this Agreement and/or related documents, including Lessor’s right to receive the rent and any additional payments due and to become due hereunder and the rights of the assignee will not be subject to any claims, defenses or set offs that Lessee may have against Lessor or any other party.
Lessee will (a) use the Mats in a careful and proper manner, in compliance with applicable laws and regulations and in conformity with manufacturer’s specifications; (b) at Lessee’s sole expense, service, repair and maintain the Mats in good condition, repair, appearance and working order for the purposes intended and as recommended by the manufacturer and replace any part that becomes worn, lost, stolen, destroyed, damaged or unfit for use (and all replacement parts, mechanisms and devices shall be free and clear of all liens, encumbrances and rights of others, will automatically become Lessor’s property and will automatically become subject to this Agreement); (c) comply with all of Lessee’s obligations under this Agreement; (d) pay all charges for the delivery and installation and return of the mats, and (e) upon the expiration or earlier termination of this Agreement, pay Lessor for any taxes assessed but not yet due and payable. Lessee will pay when due or upon demand from Lessor (1) all taxes, title, license filing and registration fees; (2) all fines imposed on or relating to the Mats and Lessee’s obligations under this Agreement; (3) any tax imposed upon Lessor relating to the Mats or this Agreement (excluding tax on Lessor’s net income) and (4) all costs and expenses incurred by Lessor regarding Mats returned to us that are not in rental-ready condition, including costs and expenses incurred to repair and restore the Mats to a rental-ready condition or to replace the Mats if they cannot reasonably be repaired or restored to a rental-ready condition. For the purposes of this Agreement, “rental-ready condition” means the Mats can be rented or sold to customers at market value in their present condition. Any amounts payable by Lessee hereunder that are not properly paid by Lessee may be added to the rent.
No terms or condition of this Agreement can be waived without the prior written consent of Lessor, and for clarity, without such prior written consent, any failure by Lessor to require strict performance by Lessee with regards to any term or condition hereof shall not be construed as a waiver of such term or condition and any express waiver by Lessor in accordance with this Agreement or any term or condition of this Agreement shall not be construed as a waiver of any other term or condition of this Agreement. If there is more than one of you or more than one Guarantor, the obligations of each are joint and several. The person executing this Agreement for and on behalf of a Lessee that is an entity is duly authorized to execute this Agreement for and on behalf of such Lessee. If more than one of the parties to this Agreement executes this Agreement, then Lessee authorizes Lessor to act as Lessee's agent under this Agreement. Notice by Lessor to any of the Lessee or its affiliates constitutes notice to Lessee and all of Lessee's affiliates, and Lessee for and on behalf of itself and its affiliates agrees that any co-Lessees are not sureties and Lessee waives all defenses available to an accommodation party. In the event any portion of this Agreement is determined to be invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect the remainder of this Agreement, which shall continue in full force and effect. This Agreement and all related documents to which Lessee is a party and all other claims and causes of action arising out of the transactions related to such documentation or contemplated hereunder shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws rules. Any action to enforce this Agreement may be brought in the state or federal courts located in Harris County, Texas and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the proceeding shall be heard and determined only in any such court and agrees not to bring any proceeding arising out of or related to this Agreement or any transaction contemplated herein in any other court. The parties to this Agreement waive trial by jury with respect to any litigation arising out of or in connection with this Agreement. All notices made or required to be given by Lessee pursuant to this Agreement shall be in writing and shall be mailed, certified or registered mail, postage prepaid, return receipt requested, to Lessor at its Notice Address set forth above or at such other address as Lessor may hereafter designate in writing and shall be effective upon delivery. Lessor may give Lessee notice by personal delivery, regular or certified United States mail or courier service, to Lessee’s address set forth above or to such other address as Lessee may hereafter designate in writing to Lessor, each of which will be effective upon delivery. This Agreement and all related documentation executed and delivered pursuant hereto is the entire agreement between Lessee and Lessor and shall not be amended except by written agreement signed by Lessee and Lessor. Subject to the specific provisions of this Agreement, this Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors and assigns. Time is of the essence of this Agreement and of each and all of its provisions. Lessee agrees that a facsimile or electronic copy of this Agreement and the signatures thereon may be treated as originals for all purposes, and that electronic signatures may be considered original and written signatures. All section headings herein are for the convenience of reference only and do not define or limit the scope of any section. Each party acknowledges that the final version of this Agreement and the related documentation were the product of good faith negotiations between the parties. The expiration or earlier termination of this Agreement shall not impair any rights or obligations of the parties hereto that shall have accrued hereunder prior to or contemporaneously with such expiration or earlier termination or that arise under any other provisions of this Agreement which by their terms (such as payment obligations, indemnities, exculpations and warranty and damage waivers) are meant to survive an expiration or earlier termination of this Agreement, including provisions hereof necessary or appropriate for the enforcement of such provisions. ALL DISCLAIMERS, LIMITATIONS ON LIABILITY AND INDEMNITIES IN THIS AGREEMENT SHALL APPLY EVEN IN THE EVENT OF THE SOLE, JOINT AND/OR CONCURRENT NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL FAULT OR ANY OF THE INDEMNITEES OR THE PARTY SEEKING THE BENEFIT OF SUCH PROVISIONS.
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