The term “Spartan” shall refer to Spartan Composites, Inc. The term “Customer” shall refer to the customer receiving goods and/or services from Spartan.
1) Acceptance of Terms: Any quotation issued by Spartan, these terms and conditions and any attachments hereto represent the entire agreement between Spartan and the Customer with respect to the purchase, lease or rental of goods and ancillary services related thereto and supersedes any prior oral or written agreements or discussions. These terms may not be modified or amended unless in writing and signed by each of the parties and may not be assigned by Customer without the written consent of Spartan, which consent will not be unreasonably withheld. By placing an order with Spartan, the Customer acknowledges acceptance of these terms and conditions. Unless specifically incorporated in a writing signed between the parties, any terms and conditions of a Customer purchase order or other writing are not considered part of the terms and conditions of this agreement between Spartan and the Customer.
2) Specific Rental Terms:
At all times during the rental term, title to the mats, pins and tool kits (“Rented Goods”) shall remain in Spartan, and the Customer shall keep and maintain the Rented Goods free of all liens and encumbrances whatsoever. Rented Goods cannot be moved, transferred or assigned without Spartan’s prior written permission.
Rented Goods shall be utilized and maintained in accordance with the applicable installation manual. The Rented Goods shall be installed and maintained at the noted location and remain the sole and exclusive property of Spartan. Customer agrees to be responsible for, and assumes all liability for, any and all destroyed or degraded Rented Goods while such goods are in Customer’s possession, custody, or control. Customer agrees to pay to Spartan: (i) the cost to repair any damaged Rented Goods while in the possession of, and used by, the Customer, (ii) the cost to clean Rented Goods or (ii) the replacement cost of such Rented Goods for Rented Goods that are lost, stolen, destroyed or damaged beyond repair (including chemical contamination), while in the Customer’s possession. Unless stated otherwise, Rented Goods not returned, damaged beyond reasonable repair, or in a condition requiring extraordinary cleaning will incur the following minimum charges:
- Mats: $2,250 per mat
- Pins: $45 per pin
- Tool Kit: $500 per kit
- Cleaning Fee: $50 per mat
The rental period commences when the Rented Goods are shipped to Customer (or picked up/made available for use to the Customer by Spartan) and continues until the Rented Goods are returned to Spartan.
3) Inspection – Rented Goods: Customer shall inspect the Rented Goods at the time of shipment/commencement of rental period. Failure to complete the inspection will be deemed to be an acceptance of the state of the Rented Goods. Should the Customer determine that the Rented Goods are nonconforming at delivery, Spartan shall confirm same and remedy or replace such Rented Goods at its own expense, but only after receiving written notification of any stated nonconformance. The obligation to remedy the defect in the Rented Goods under this provision shall be the sole remedy available to Customer under these terms and conditions or otherwise with respect to any claim for defects hereunder.
Upon completion of the rental period/return of Rented Goods, a further inspection will be completed by Spartan to determine the condition of the Rented Goods when returned. Should Spartan determine that Rented Goods have been damaged further than normal wear and tear or require extraordinary cleaning beyond normal use, Spartan will provide documentation to the Customer to support the damage/cleaning and request payment for all applicable costs as stated above.
THE RIGHT OF INSPECTION SET FORTH IN THIS PARAGRAPH IS IN LIEU OF ANY AND ALL OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, COLLATERAL, STATUTORY OR OTHERWISE, AND WHETHER IN CONTRACT, TORT OR OTHERWISE. RENTAL OF THE RENTED GOODS HEREUNDER IS MADE ON THE BASIS THAT THERE ARE NO ADDITIONAL EXPRESS OR IMPLIED WARRANTIES THAT THE PRODUCT DELIVERED HEREUNDER WILL BE MERCHANTABLE OR FIT FOR ANY PARTICULAR PURPOSE.
4) Default: If the Customer fails to pay any rent, or if the Customer fails to observe or perform any other provision of these terms and conditions or if the Customer makes an assignment for the benefit of creditors (whether voluntary or involuntary) or becomes insolvent, or has a trustee or receiver appointed for its property or business, or becomes bankrupt, or if it discontinues its business, Spartan shall have the immediate right to exercise any one or more of the following remedies:
- to declare the entire amount of rent and other amounts payable hereunder immediately due and payable by the Customer;
- suspend any deliveries or services provided to the Customer;
- to take possession of the Rented Goods, without demand or notice, wherever same may be located, without any court order or other process of law;
- to terminate this Agreement; or
- to pursue any other remedy available to it at law.
Customer shall reimburse Spartan for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.
5) Indemnity: Customer agrees and warrants that (a) Spartan has no control over the manner in which the Rented Goods are utilized during the term hereof by Customer, and (b) the Rented Goods shall be installed and used and maintained in a careful manner and in accordance with the applicable installation manual, and all applicable federal, state and local laws, permits and licenses. The Customer hereby agrees to assume all liability for, and to indemnify and save harmless Spartan and its directors, officers, employees, agents, successors and assigns from and against, any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including legal expenses) of whatsoever nature and kind, imposed on, incurred by or asserted against Spartan or its directors, officers, employees, agents, successors and assigns, in any way relating to or arising out of (a) the manufacturing, design, use, operation, malfunction, maintenance, repair, condition, delivery or return of the products herein; (b) any damage to or loss of the goods rented hereunder while in the Customer’s possession due to any cause; (c) any injury to or death of any third party or any employee, contractor or agent of Customer, or any damage to the property of any third party as a result of the Customer’s use or the condition of the goods rented hereunder; (d) the failure, actual or alleged, of the Customer to properly use or maintain the goods rented hereunder as provided under this Agreement and in compliance with any applicable laws; and (d) any negligent act or omission of the Customer, its employees, agents, representatives or subcontractors.
6) Liability: In no event will Spartan be liable to the Customer for special, indirect, incidental, or consequential damages (including but not limited to lost profits, damage to goodwill, or loss of business), whether based on the use or possession of the goods rented hereunder. The liability of Spartan to the Customer will not exceed the value paid to Spartan for a specific project or job by the Customer.
7) Failure to Perform: Spartan’s failure to perform its obligations hereunder shall be excused to the extent and for the period of time such non-performance is caused by an event of force majeure, including but not limited to war, invasion, fire, explosion, flood, riot, strikes, acts of God, acts or threatened acts of terrorism, energy shortage, material supply chain interruption, acts of government, its agencies or instrumentalities, or contingencies or causes beyond Spartan’s reasonable control.
8) Pricing and Payments: The Customer will pay all taxes applicable to the rental transaction contemplated hereunder. Spartan will submit timely invoices and Customer will pay such invoices on the earlier of (i) thirty (30) days after receipt of each invoice; or (ii) the due date stated on the invoice. Customer shall be deemed to have accepted the content of the invoice if it has not objected to the content of the invoice within fifteen (15) days from the date of receipt. Any payments not paid when due shall accrue interest at the rate of 1.5% per month from the date due until paid. Failure to make a timely payment shall be an event of default.
Spartan pricing hereunder (including freight) is subject to change in the event extraordinary increases in cost caused by events outside the control of Spartan including but not limited to weather, tariffs, geopolitical events and fuel surcharges.
9) Insurance: During the term hereof, Customer shall maintain, at its own expense, the following minimum insurance coverage: (a) general liability insurance of not less than $2,000,000 per occurrence, including coverage for Customer’s contractual liabilities herein such as the release and indemnification clause contained in Section 5; and (b) worker’s compensation insurance as required by law. Such policies shall be primary, non-contributory, on an occurrence basis, contain a waiver of subrogation, name Spartan and its agents as an additional insured (including an additional insured endorsement) and loss payee. Any insurance that excludes boom damage or overturns is a breach. Customer shall provide Spartan with certificates of insurance to Spartan evidencing the coverages required above prior to any rental and any time upon Spartan’s request. To the extent Spartan carries any insurance, Spartan’s 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) Additional Terms:
- Quotes issued by Spartan are an estimate of work required to complete a job and is subject to change. The required quantity of product(s) to complete this job is subject to change based on site conditions and client requests. Quotations are subject to availability of Rented Goods.
- Unless otherwise stated by Spartan in writing, quotations are valid for only 30 days.
- Customer shall have no right to cancel or amend any rental order/term unless agreed to by Spartan in writing.
- Freight: Amounts for freight included in quotations are provided only as an estimate. Final freight values will be verified with Customer at the time the order is confirmed.
- Delivery dates provided are estimates and not guaranteed by Spartan. Customer may modify rental period/delivery dates only with Spartan’s prior written consent; any delay in acceptance of delivery by Customer will be subject to Spartan’s consent. Spartan reserves the right to charge rent on any agreed-upon start date deferred by Customer.
- Unless expressly agreed otherwise by the Parties, Spartan shall ship the goods rented hereunder FOB Shipping point.
- Quotations issued by Spartan including all terms and conditions contained therein are confidential. Customer hereby agrees to hold the quotation including all terms and conditions as confidential information. Customer will not share this confidential information with third parties without the prior written consent of Spartan.
- All-weather access must be provided to and from site for delivery trucks. Quote has no allowance for road bans, waiting time or traffic control (if required). Any waiting or stand-by due to operational constraints out of Spartan control will be billed hourly. If mechanically cleaned or new Rented Goods are requested for a rental term than additional charges will apply. Shuttle trucks will be billed hourly, if required.
- A copy of this Agreement shall be valid as the original.
- Any failure by Spartan to insist upon strict performance of any Section of this Agreement shall not be construed as a waiver of the right to demand strict performance in the future.
- If any term is invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or invalidate or render unenforceable such term.