TERMS AND CONDITIONS OF RENTAL CONTRACT - CONSERV MACHINERY
For good and valuable consideration, you and LAT Enterprises, LLC, d/b/a "Conserv Machinery" (also referred to
herein as "CVM," "Lessor," "we," "us" and "our") agree as follows:
1. As used herein, "P.1" refers to the first page or "face" of this Contract; "Contract" refers to P.1 together with these
Terms and Conditions, "Rented Item(s)" or "Item(s)" means the item(s) provided (rented or if specifically set forth on
P.1, sold) to you, as identified on P.1 (including any "Instructions" and/or safety devices provided per Section [or "§"]
5 below); "Site" means the address set forth on P.1 where the Item(s) is/are to be delivered and/or used; and
"Customer," "Lessee," "you" and "your" mean the "Renter," "Customer," "Lessee" and/or "Guarantor" (as applicable)
identified on P.1.
2. You agree to rent from CVM the Rented Item(s) for the period(s) specified on P.1 (the "Term"), to pay us our
stated rental rate(s) (the "Rent"), together with all other charges accruing hereunder, without proration, reduction or
setoff, and to remain liable for all injuries and damages arising from or associated with such Item(s), until all Rented
Item(s) is/are returned to and accepted by CVM in the return condition required under this Contract (including § 6).
Unless otherwise specifically agreed by CVM, all rental rates are for normal use of the Rented Item(s) on a
single-shift basis during the Term, not exceeding 8 hours per 24-hour period for which Rent is charged hereunder
(each, a "Rental Day"), 40 hours per 7-Rental Day period, 160 hours per 28-Rental Day period (zero hours for any
and all uncharged-for periods), and otherwise in accordance with the terms of this Contract. Additional Rent at our
highest incremental rate will be charged for late returns and overuse. You will not be entitled to any cancellation right
or reduction of Rent or other amounts coming due hereunder for time in transit, Act(s) of God, event(s) of force
majeure or any other period(s) of nonuse. We have estimated the Rent based on your estimate of the length of the
Term (the "Estimated Rent"). Unless otherwise agreed by CVM in writing, you agree: (a) to pay us: (i) the Estimated
Rent specified on P.1 in advance of the Term (the "Prepayment"); and (ii) all other amounts coming due hereunder
upon demand; and (b) that: (i) we may deduct any amount you owe us from any Prepayment; (ii) no interest will
accrue on any Prepayment; (iii) no Prepayment will be deemed a limit of your liability to us; and (iv) all Prepayments
are NON-REFUNDABLE. Anything remaining with, in or on any Rented Item(s) upon return will, at our option, be
deemed abandoned.
3. Except with respect to Rented Items CVM rents from one or more third parties (each, a "TPO") and then re-rents
to you ("Re-Rented Items"), CVM owns and will retain title to all Rented Items at all times. You will have exclusive
control over the Rented Item(s) during the Term; subject however, to your obligation to fully and timely comply with
this Contract at all times. You SHALL NOT: (a) permit the taking or existence of any lien, claim, security interest or
encumbrance on any Rented Item(s); (b) have any title or ownership interest in or with respect to any Rented Item(s);
or (c) loan, share, transfer, sublease, store, surrender or assign any Rented Item(s) or this Contract, without our prior
written consent (in our sole discretion). CVM may, from time to time, substitute Rented Item(s) and/or sell or assign
all or any part of its interests in one or more Rented Item(s) and/or this Contract, in which event, you will attorn to the
assignee, who will not be responsible for any pre-existing obligations or liabilities of CVM or any TPO.
4. If we agree to deliver and/or retrieve any Item(s), you agree to: (a) pay our regular charge(s) therefor, and for all
waiting time; (b) be present at the Site at the agreed time(s); and (c) ensure our personnel have full access to the Site.
We will not be responsible for mishap(s) or delay(s) caused by any acts or omissions of/by you, your agents,
employees or contractors, or any other parties, including providers of other equipment or services ("Other Providers")
for which you agree to indemnify, defend and hold harmless LAT Enterprises, LLC, its agents, employees and
contractors. If you are not present upon delivery or retrieval of any Item(s), you agree to accept the statements of our
representatives and/or delivery personnel regarding the same (including status, condition, quality, utility, defects, and
quantities of or with respect to the Item(s) and the Site).
5. Upon the earlier of your receipt, or the delivery to the Site, of the Rented Item(s) unless you thereupon reject
it/them, you represent, warrant, acknowledge and agree that: (a) each Item: (i) is complete and in good order,
condition and repair; (ii) is appropriate for your purposes and in all ways acceptable to you; and (iii) was selected (not
based on any recommendation by us), carefully examined, counted and tested by you or your agent(s); and (b) you: (i)
have carefully reviewed and fully understand all laws, rules, regulations, training, instructions, user manuals,
maintenance requirements, and other information, if any, including all EPA, OSHA, MSHA, ASME, IBC, IFC, IEEE,
UL, ASSP, DOT, FMCSA, IFTA, ANSI and other standards, applicable to the Item(s) (collectively, "Instructions");
(ii) will fully comply therewith (including Tier 4, Silica Dust, Ventilation, AWP/MEWP, training and familiarization,
cleaning, and site assessment requirements ); (iii) have been made aware of the need to use all applicable personal
protective equipment and safety devices (including RESPIRATORY and FALL PROTECTION); (iv) will use each
Item only for its intended purpose, in a reasonable and safe manner; (v) will timely give all applicable notice(s) to, and
obtain all applicable licenses, authorizations, permits and approvals from, all affected parties, including governmental
authorities, utilities, cable companies and the owner(s) of the Site, and ensure that all underground lines, cables and
conduits are clearly and properly marked before using any Item(s) to disturb the ground surface (Call 811 not less than
3, nor more than 10, full working days in advance); (vi) will immediately cease using any Item that is contaminated,
damaged, breaks down, or proves defective (a "Malfunction"); and (vii) will ensure that all others fully and timely
comply with this Contract at all times. You agree to notify: (A) the police and CVM in the event of any theft or
accident involving any Rented Item(s); and (B) CVM if any of the other requirements of this § 5 shall be breached or
proven incorrect or misleading.
6. You will ensure the Site is reasonably clean, safe, secure and fit for delivery and use of the Rented Item(s), to
protect, properly maintain and care for each such Item at all times, to keep each such Item safely and securely stored
and locked when not in use, and return each such Item to CVM on time at the end of the Term, complete, clean and
free of contamination (including asbestos, beryllium, silica and pathogens), and otherwise in good order, condition
and repair, properly serviced and maintained, and if applicable, full of the appropriate fuel, fluids and lubricants. If
you fail to do so, in addition to any other amounts specified on P.1, you will promptly pay to CVM: (a) Rent at our
highest incremental rate(s) until all such Item(s) have been returned or replaced as re-quired; and (b) all costs and
expenses we may incur in connection with such failure. You shall not, nor shall you permit anyone else to: (i) use any
Rented Item while under the influence of any intoxicant(s) (including without limitation, cannabis and alcohol) or to
abuse, misuse, overuse, conceal, store with any third party, repair, modify or damage any Rented Item(s); (ii) violate
any Instruction, insurance policy or warranty; (iii) expose any Rented Item(s) to any flammable, explosive, harmful
or hazardous substance(s) or circumstance(s); (iv) disable, misuse or circumvent any safety equipment or device(s)
in, on or with any Rented Item(s); or (v) take possession of or exercise control over any Rented Item(s), without our
prior consent (in our sole and absolute discretion).
7. In the event of a Malfunction (as defined in § 5), you will immediately notify CVM, and provided such
Malfunction did not result from or in connection with: (a) any wrongful or negligent act or omission of/by you or
anyone you permit to use or otherwise deal with any Rented Item; or (b) your breach of any provision of this
Contract, LAT Enterprises, LLC may, at its sole option: (i) repair the Malfunctioning Item; (b) provide you with a
comparable item; or (c) solely with respect to the Malfunctioning Item, return the unused portion of the Rent and
cancel this Contract. The foregoing remedies are EXCLUSIVE. Neither CVM nor any TPO shall have any other
obligation(s) regarding Malfunctions, all of which you hereby waive.
8. NO WARRANTIES. CVM IS NOT THE MANUFACTURER OR DESIGNER of any of the Rented Item(s),
all of which are provided "AS-IS". NEITHER CVM NOR ANY TPO MAKES ANY WARRANTY(IES), EXPRESS
OR IMPLIED (INCLUDING ANY AND ALL WARRANTY(IES) OF MERCHANTABILITY, SUITABILITY,
FITNESS FOR A PARTICULAR PURPOSE, FUNCTION, DESIGN, QUALITY, CAPACITY, FREEDOM FROM
DEFECTS AND GOOD AND WORKMANLIKE PERFORMANCE, as well as any warranty(ies) arising from
course of dealing, course of performance and/or usage of trade) regarding any Item(s) or Service(s) provided by or at
the direction of CVM or any TPO, nor does CVM or any TPO make any warranty against INTERFERENCE OR
INFRINGEMENT, all of which warranties you hereby waive. NO DESCRIPTIONS, SPECIFICATIONS OR
ADVERTISEMENTS CONSTITUTE REPRESENTATIONS OR WARRANTIES BY CVM OR ANY TPO.
9. WARNINGS: THE RENTED ITEM(S) CAN BE DANGEROUS AND SHOULD BE SERVICED,
MAINTAINED, REPAIRED AND USED WITH EXTREME CARE, ONLY FOR THEIR INTENDED
PURPOSE(S), AND ONLY BY PROPERLY QUALIFIED, INSTRUCTED, TRAINED, FAMILIARIZED, AND IF
APPLICABLE, LICENSED, ADULT USERS, OPERATORS AND OCCUPANTS. YOU AGREE TO PROVIDE
ALL APPLICABLE FAMILIARIZATION, TRAINING, INSTRUCTIONS AND WARNINGS TO ALL SUCH
PARTIES, and ensure that each such Item is used, operated and occupied safely and only: (a) for its intended
purpose(s); (b) within its rated capacity; (c) unless otherwise specifically agreed by CVM at the Site; (d) by
COMPETENT, properly trained, familiarized, qualified, certified and/or licensed ADULTS; and (e) otherwise in full
compliance with this Contract and the Instructions, at all times.
10. INDEMNITY. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, YOU: (A)
ASSUME ALL RISK OF PERSONAL AND BODILY INJURY, ILLNESS, PRODUCTS LIABILITY, LOSS,
PROPERTY DAMAGE, AND CONTAMINATION OF, TO, AND/OR ARISING IN CONNECTION WITH, the
ITEM(S) AND/or SERVICE(S) REFERENCED IN THIS CONTRACT, INCLUDING ALL LIABILITIES, CLAIMS,
DAMAGES, losses, costs and expenses (including attorneys ́ fees) ARISING from and/or IN CONNEC-TION WITH
THE SELECTION, PROVISION, INSPECTION, DESIGN, MANUFACTURE, USE, LOADING, UNLOADING,
TRANSPORTATION, DEMONSTRATION, installation, STORAGE, SERVICING, MAIN-TENANCE, REPAIR,
DELIVERY AND/OR RETRIEVAL OF SUCH ITEM(S) AND/OR SERVICE(S), WHETHER OR NOT YOUR
FAULT (collectively, "risks"); (B) RELEASE AND DISCHARGE, AND AGREE TO INDEMNIFY, DEFEND AND
HOLD HARMLESS, LAT Enterprises, LLC, EACH TPO, their respective parents, affiliates and subsidiaries, and
their respective owners, shareholders, members, managers, officers, directors, agents, employees, insurers, subrogees,
representatives, successors and assigns (each, an "Indemnitee"), for, from and against all such RISKS, as well as all
other liabilities, claims, damages, losses, costs and expenses (including attorneys ́ fees) arising from and/or in
connection with the Item(s), this Contract, our negligence, and/or your breach of this Contract; and except only as
provided in § 7, (C) WAIVE all rights, remedies and defenses available under the Uniform Commercial Code, as
well as all direct, indirect, incidental, consequential, general, special, exemplary and punitive damages, against each
and every Indemnitee.
11. You agree to maintain all insurance we may require, including: (a) liability insurance with minimum limits of
$1,000,000 per occurrence; (b) property damage/inland marine insurance covering all Items for the full (new)
replacement cost thereof; (c) workers ́ compensation insurance; and (d) for all vehicles and trailers included with or in
the Rented Item(s): (i) hired auto liability insurance with minimum limits of $1,000,000; (ii) hired auto physical
damage insurance for actual cash value; and (iii) replacement cost contents insurance for all contents thereof. Such
policies shall, whenever possible: (i) name CVM as an additional insured and loss payee; (ii) waive subrogation against
us and each TPO; (iii) be primary and non-contributory; and (iv) include such other provisions (including deductibles)
as we may require. You irrevocably appoint CVM as your agent and attorney-in-fact for purposes of submitting,
negotiating and settling claims on all of the above referenced policies.
12. If and only if, we have offered, and you have elected in writing to purchase our Optional Limited Damage Waiver
("ldw") in advance of the Term, you will have no liability to us for 80% of the first $5,000 of repair/replacement costs
for physical damage to Item(s) covered by LDW ("Covered Item(s)"); provided however, that you will, remain fully
liable for: (a) intentional damage as well as all loss of and damage to: (i) Item(s) not covered by LDW; (ii) Covered
Item(s) lost or damaged during transportation and/or as a result of: (A) any breach of this Contract by you or your
agents, employees, sublessees, transferees, borrowers, successors and/or assigns; (B) theft or other failure to timely
return Covered Item(s) to us; (C) negligence, misuse and/or abuse of Rented Item(s) (including submerging,
overturning and overloading); (iii) GPS and telematics, passenger vehic-les, batteries, keys, glass, tires, tubes, tracks,
booms, belts, chains, knobs, fittings and hoses; (b) 20% of the first $5,000 of repair/replacement costs for Covered
Item(s); and (c) all repair and replacement costs exceeding $5,000 in the aggregate across all Covered Item(s). You
may decline LDW if you provide the property/physical damage/inland marine insurance referenced in § 11. LDW IS
NOT INSURANCE, NOR IS IT A WARRANTY.
13. This is a "net" rental. Your duties hereunder are unconditional. If you or any guarantor shall: (a) fail to fully and
timely honor, pay, perform or comply with this Contract and/or any of your obligations arising hereunder or in
connection herewith; (b) provide any incorrect or misleading information to us; (c) become insolvent; or (d) die or
cease conducting business, or if any Rented Item(s) shall be lost or, unless covered by LDW per § 12, damaged, you
will be in default under this Contract, whereupon, LAT Enterprises, LLC may with or without legal process or notice
(and without liability to you or any guarantor), to the maximum extent permitted under applicable law: (i) cancel the
Term and/or the subject Contract(s) (and/or your rights to use and possess the Rented Item(s)); (ii) seek relief from
stay; (iii) recover, empty, lock, restrict and/or disable any Item(s) without being guilty of breach, trespass or wrongful
interference, or liable for any injuries or property damage, including without limitation, any and all damage
to crops, flora and/or fauna (for which you will indemnify, defend and hold harmless each Indemnitee); (iv) perform
your obligations hereunder on your behalf, without being obligated to do so; (v) purchase replacement Item(s); (vi)
recover from you and/or any guarantor our associated damages, losses, costs and expenses (including without
limitation, Rent for the balance of the scheduled Term, overtime, loss of use, interest, attorneys ́ fees, repossession
costs, and collection costs); and/or (vii) pursue any one or more other rights and/or remedies available in connection
(t)herewith, all of which shall be cumulative.
14. This Contract shall be governed by and enforceable under the laws of Kentucky. Disputes arising in connection
with this Contract and/or its subject matter, shall, at our option, be submitted to binding arbitration in accordance with
the Rules of the American Arbitration Association before a single arbitrator and in a location selected by CVM.
Judgment on the arbitrator ́s award shall be final and binding and may be entered in any court of competent
jurisdiction. Proper venue for all other civil legal actions commenced in connection herewith but not made subject to
arbitration shall lie solely and exclusively in the federal, state and local courts located in or nearest to, the County in
which the CVM facility from which you obtained the Item(s) is located (unless waived by CVM). You consent and
submit thereto and waive all claims that such venue lies in an inconvenient forum. EACH PARTY HERETO
UNCONDITIONALLY WAIVES: (A) THE RIGHT TO PARTICI-PATE IN A CLASS, COLLECTIVE OR OTHER
JOINT ACTION WITH RESPECT TO THIS CONTRACT AND/OR ITS SUBJECT MATTER; AND (B) ITS
RIGHT TO TRIAL BY JURY.
15. You agree to fully and timely pay all taxes (including sales, use, qualified heavy equipment, ad valorem, and other
taxes), tolls, fines, fees, assessments and other charges related to each Item. If legal action is commenced in
connection herewith, we will be entitled to recover our associated costs and expenses (including without limitation,
attorneys ́ fees) from you if we prevail. You hereby grant to CVM a lien on all real and personal property: (a) placed
in or on; and/or (b) improved with, any Rented Item(s). We may, without notice or liability to you, monitor and/or
inspect, in person and/or electronically (including via Telematics/GPS systems) any Rented Item(s) at any time. You
consent thereto and agree that all information thereby obtained will be CVM ́s property. If any performance required
of us is delayed or impaired as a result of any act or omission of/by you, any Other Provider(s) or any "Act of God,"
event of force majeure (including fire, flood, storm, earthquake, tsunami, war, terrorism, power surge or outage,
epidemic and governmental and regulatory actions) or other facts or circumstances beyond our reasonable control we
will be excused from such performance. You waive all statutes of limitations regarding our rights and remedies. All
amounts due hereunder but not timely paid will bear interest at the lesser of: (i) 18% per annum; or (ii) the highest
rate permitted under applicable law until paid. You authorize us to charge all amounts coming due hereunder to any
debit and/or credit card(s) you provide (up to 150% of the new replacement cost of the Item(s)). You agree to pay us
the maximum lawful charge for any check you write which is returned unpaid. Our maximum liability in connection
with this Contract is limited to the amount(s) actually paid by you and received by us hereunder for the Item(s)
identified on P.1. Neither our exercise, nor our failure or delay in the exercise, of any rights or remedies available in
connection herewith will constitute an election of remedies or a waiver of any of our rights or remedies. Time is of
the essence. There are no third-party beneficiaries hereto other than the applicable Indemnitees. The terms of this
Contract are severable. If any provision (t)hereof is deemed invalid or unenforceable by any court or arbitrator of
competent jurisdiction, such provision will be deleted, and the remainder (t)hereof will remain valid and enforceable.
This Contract, and any addenda we provide (including as applicable, our form(s) Aerial Equipment and Powered
Industrial Truck Addenda), each of which shall be deemed incorporated herein, represent(s) the entire agreement
between you and CVM, superseding all other agreements and representations (including our website and advertising)
and cannot otherwise be amended or extended except in a writing signed by CVM. These Terms and Conditions
apply to all Item(s) identified on P.1, and to all other Items you obtain from us at any time (except only as we may
otherwise agree). You acknowledge that this Contract: (i) is a true operating lease, and not a financing; (ii) is fair and
reasonable; and (iii) shall bind and be enforceable by you, LAT Enterprises, LLC, the other Indemnitees and their
respective insurers, subrogees, successors and permitted assigns. Digital, electronic, photocopied and facsimiled
signatures hereon will be deemed originals.
16. Any and all item(s) sold to you ("Sale Items"), as provided on P.1 are provided "AS-IS" and "WITH ALL
FAULTS," and are subject to the terms of this Contract (modified to address sales); provided that we will have no
obligations under § 7. All item(s) not specifically identified as Sale Items on P.1 will be deemed "Rented Item(s)".
17. WARNING: Misappropriating, failing to return, concealing, selling, encumbering and/or failing to pay rent for
property of another may subject the offender to CIVIL PENALTIES and/or CRIMINAL PROSECUTION.
LESSEE ACKNOWLEDGES THAT A LARGE-PRINT VERSION OF THESE TERMS & CONDITIONS HAS BEEN MADE AVAILABLE TO LESSEE