These General Terms and Conditions are part of the invoice or purchase order in which they are referenced or to which they are attached (collectively, the “Agreement”). Except for any terms and conditions set forth in any addendum of Pipeline Supply & Service, LLC, its affiliates, parents or subsidiary entities (collectively, “PSS”) printed on, attached to or referenced in the Agreement (an “Addendum”), all of which are incorporated herein and made a part of the Agreement by this reference, no terms or conditions, other than those stated herein, and no agreement or understanding, oral or written, in any way purporting to modify these terms and conditions, whether contained in a purchase or shipping release form provided by the party purchasing or renting goods or services from PSS under the Agreement (“Customer”), or elsewhere, shall be binding on PSS and any such attempted modifications are hereby rejected by PSS. All proposals, negotiations and representations, if any, made prior, and with reference hereto, are merged herein and superseded hereby.
1. Payment and Taxes: Customer shall pay the amount or amounts described in the Agreement in full in cash in legal tender of the United States of America within net 30 days of the date of invoice (in the case of Goods or Work (each as defined below) purchased from PSS or in advance at the beginning of the rental term (in the case of Goods rented from PSS). Prices do not include sales, use, excise, or other similar taxes. The amount of any present, retro-active, or future sales, use, excise, value added or similar tax applicable to Customer’s purchase or rental of Goods or Work will be added to PSS’s invoice and paid by Customer unless Customer provides PSS with tax exemption certificates acceptable to the appropriate taxing authorities. If Customer fails to timely pay its account or any other amount payable to PSS, PSS may set off against Customer’s, and/or its parent, subsidiary, and affiliated companies’, account balance, hold further orders, and charge interest on past due amounts at the lesser of 18% per annum (1.5% per month) or the maximum amount allowed by law on any invoice from the date such amount becomes due. PSS may use the services of a collection service and/or an attorney to collect amounts overdue. In such event, Customer agrees that it will be liable for all fees incurred by PSS including collection service fees and/or attorney’s fees, costs, and expenses arising out of the collection efforts. If, in PSS’s opinion, the financial position of the Customer has so changed prior to delivery as to render PSS insecure, PSS may suspend production and/or refuse to make delivery pending satisfactory modification of the terms of payment. In the event that Customer’s account with PSS becomes delinquent, PSS has the right to revoke any and all discounts previously applied in arriving at the net invoice price. As collateral security for the payment of all amounts under this Agreement, the Customer hereby grants to PSS a lien on and security interest in and to all Goods purchased and all proceeds thereof, which shall constitute a purchase money security interest under the Uniform Commercial Code as enacted in the applicable jurisdiction (the “UCC”). PSS shall have all the rights and remedies available to a secured party under the UCC and may, if it deems it necessary, file with the appropriate government filing offices UCC financing statements naming the Company as the debtor and describing the Goods in order to perfect the security interests created hereunder.
2. Delivery Terms: All goods shall be delivered F.O.B. shipping point under the Texas Uniform Commercial Code for goods destined for final delivery in the United States or EXW PSS’s premises under Incoterms 2010 for goods destined for final delivery outside of the United States unless otherwise agreed in writing by PSS. PSS’s responsibility ceases upon delivery to carrier and title shall transfer and risk of loss shall be borne by Customer at that point. Any expedited or other premium transportation charges requested by Customer will be for the account of Customer.
3. Warranties and Remedies:
a) Goods Sold to Customer: In the event any products, equipment or other goods (collectively, “Goods”) manufactured by PSS and sold to Customer under this Agreement are found to be defective in materials or workmanship or otherwise fail to conform to the conditions of this Agreement and Customer notifies PSS thereof on or before the date that is one (1) year from the date of delivery, PSS will, at its option, either: (1) replace the Goods at the delivery point specified herein, (2) repair the Goods at PSS’s regular place of business, or (3) refund the purchase price for the Goods. Customer’s remedies with respect to Goods manufactured by others and sold to Customer under this Agreement that are found to be defective or otherwise not in conformity with the Agreement are limited to any warranties extended and honored by the manufacturer, which PSS hereby assigns to Customer without recourse.
b) Services: With respect to any services or other work (collectively “Work”) performed by PSS for Customer (including but not limited to repairing, welding, machining, fabricating, heat treating, and forging), PSS agrees to make every effort to perform such work with reasonable skill and care in accordance with Customer’s specifications accepted in writing by PSS. In the event any Work performed by PSS and furnished under this Agreement is found to have failed to conform to the conditions of this Agreement and Customer notifies PSS thereof on or before the date that is the earlier of (i) three (3) months after the Work is put into service or (ii) one (1) year from the date the Work is delivered, PSS will, at its option, either: (1) correct the Work at PSS’s regular place of business, or (2) refund the purchase price for the work.
c) Rental: In the event Customer rents any Goods from PSS under the Agreement and any rental Goods and parts are found not to be in good working condition and repair, ordinary wear and tear excepted (other than as a result of Customer’s misuse thereof or damage thereto) and notifies PSS thereof on or before the last day of the rental term, PSS will, at its option, either: (1) replace the rental Goods at the delivery point specified herein and toll the rental term during the period required for replacement, (2) repair the rental Goods at PSS’s regular place of business and toll the rental term during the period required for repair, or (3) refund a prorated portion of the rental price for the rental Goods.
d) Additional Conditions: Customer shall at Customer’s sole expense return the purchased or rental Goods or the items relating to the Work to PSS for repair, correction, replacement or refund. PSS must be given a reasonable opportunity to investigate in each case. PSS’s total cumulative liability in any way arising from or pertaining to any Goods or Work sold or rented under this Agreement shall not in any case exceed the purchase or rental price paid by Customer for such Goods or Work. Customer’s remedies are limited as provided herein regardless of whether Customer’s claim is based on principles of contract, tort or any other legal theory.
e) Disclaimer of Warranties: PSS MAKES NO REPRESENTATIONS OR WARRANTIES RELATING TO THE GOODS (WHETHER SOLD OR RENTED) OR WORK OTHER THAN THOSE SET FORTH IN THIS ORDER, WHICH ARE GIVEN EXPRESSLY AND IN PLACE OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES. ALL IMPLIED WARRANTIES, INCLUDING THOSE FOR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED. CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER TAKES SOLE RESPONSIBILITY FOR THE SELECTION OF AND SPECIFICATIONS FOR THE GOODS AND WORK AND THEIR FITNESS FOR ANY PURPOSES INTENDED BY THE CUSTOMER OR CUSTOMER’S CUSTOMER(S).
f) Exclusion of Consequential Damages; Etc.: PSS WILL NOT BE LIABLE TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR INDIRECT, INCIDENTAL, SPECIAL, COVER, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, OR BUSINESS) RESULTING FROM OR IN ANY WAY RELATED TO THE GOODS OR WORK SOLD OR RENTED HEREUNDER, THIS ORDER OR TERMINATION OF THIS ORDER. THIS LIMITATION APPLIES REGARDLESS OF WHETHER THE DAMAGES OR OTHER RELIEF SOUGHT ARE BASED IN CONTRACT OR TORT, INCLUDING BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY. FURTHER, NOTWITHSTANDING ANY OTHER PROVISION OF THIS ORDER TO THE CONTRARY, PSS’S TOTAL AGGREGATE LIABILITY HEREUNDER SHALL BE LIMITED TO THE PURCHASE OR RENTAL PRICE OF THE GOODS OR WORK GIVING RISE TO THE CLAIM. THE FOREGOING DISCLAIMERS AND LIMITATIONS OF LIABILITY SHALL APPLY EVEN IF PSS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY ESSENTIAL PURPOSE THEREOF, AND EVEN IN THE EVENT OF THE FAULT, NEGLIGENCE, OR STRICT LIABILITY OF PSS.
g) Remedies Cumulative: PSS’s remedies under this Agreement are cumulative and in addition to all other remedies existing at law or in equity.
4. Cancellation and Cancellation Fees: Orders placed by Customer and accepted by PSS may be canceled only with the written consent of PSS and will subject Customer to cancellation charges. As estimated actual damages, Customer agrees to pay PSS the greater of PSS’s actual costs incurred prior to cancellation plus a reasonable profit, or the following minimum cancellation charges: a) 20% of order value if canceled thirty (30) or more days prior to the original delivery/shipment date; b) 50% of the order value if canceled thereafter; and c) 100% of the order value of any non-standard items, which are items that are not built for stock or are built to Customer specifications. For rental, minimum rental charges as stated in the PSS proposal will apply. Customer shall verify the amount of the cancellation charges prior to canceling an order.
5. Intellectual Property: Customer shall acquire no right, title, interest or license of any kind in, or with respect to, any of PSS’s, PSS’s affiliates’, PSS’s manufacturers’ or PSS’s other suppliers’ trademarks appearing on goods or otherwise, patents, software or any other intellectual property rights or trade secrets used to create, embodied in, used in or otherwise relating to the Goods or Work sold or rented under this Agreement. All materials, products, technology, know-how, intellectual property and trade secrets developed by, created by, or invented by PSS as a part of this Agreement are and shall remain the sole and exclusive property of PSS without limitations.
6. Patent Infringement: PSS shall have no obligation to indemnify Customer from any claims relating to any alleged patent infringement.
7. Liens: PSS shall have no obligation to protect, defend, indemnify, release or hold harmless Customer from any claim or lien attaching to the property or equipment of Customer arising out of Customer’s failure to pay PSS.
8. Force Majeure; Delivery Delays: In the event of any delay in PSS’s performance due to fire, explosion, strike, shortage of utility, facility, material or labor, delay in transportation, breakdown or accident, compliance with any other action taken to carry out the intent or purpose of any law or regulation, or other causes beyond PSS’s control, PSS shall not be liable for any damages or losses due to any such causes. PSS uses reasonable efforts to ship within the time specified, but cannot guarantee timely delivery and shall not be liable for any damages caused by delay in delivery, irrespective of the cause of delay.
9. Confidentiality; Non-Use; No Reverse Engineering: Customer agrees to keep confidential all PSS proprietary and confidential information provided whether patentable, copyrightable, or not. Customer acknowledges that PSS’s ownership of, development of, and protection of its proprietary and confidential information is an integral part of PSS’s business. Customer agrees that it will not use or allow the use of any technology or know-how supplied by PSS, or otherwise obtained from PSS, to replicate PSS’s products and Customer agrees that it will not attempt to analyze, reverse-engineer, or otherwise ascertain the composition or manufacture of PSS’s products.
10. Inspection: Inspection of goods, if agreed to, must be made at PSS’s warehouse or point of manufacture and such inspection and acceptance shall be final. Reasonable facilities will be afforded to inspectors representing Customer to make such inspection and to apply tests in accordance with the specifications to which PSS has previously agreed, prior to shipment from warehouse or plants of PSS or PSS’s suppliers. Any inspections are at Customer’s sole cost and risk.
11. Governing Law and Dispute Resolution: Any clause required to be included in an order of this type by any applicable law or administrative regulation having the effect of law shall be deemed to be incorporated herein. It is hereby certified that the Goods manufactured by PSS are produced in accordance with the Fair Labor Standards Act. PSS and Customer, in the interest of certainty, stipulate that the laws of the State of Texas shall in all instances govern the interpretation of this Agreement and the rights of PSS and Customer under this Agreement, without regard, however, to any choice of laws or conflicts of laws provisions which would direct the application of the laws of another jurisdiction. Any dispute arising out of or relating to this Agreement or the provision of Goods or Work contemplated hereunder shall be resolved only in the state or federal courts located in Harris County, Texas, and PSS and Customer each hereby irrevocably submit to the exclusive jurisdiction of such courts. PSS and Customer each hereby irrevocably waive any right to trial by jury in any action or proceeding arising out of or relating to this Agreement or the provision of Goods or Work contemplated hereunder.
12. Customer’s Indemnity: Customer shall defend, indemnify and hold harmless PSS and its officers, directors, employees and other representatives (collectively, the “PSS Group”) from and against any and all claims, demands, causes of action, liabilities, damages and expenses (including reasonable legal fees) (collectively, “Claims”) arising out of or relating to Customer’s breach of the Agreement or Customer’s or its customers’ use of the Goods or Work provided by PSS under the Agreement, including without limitation Claims for personal or bodily injury, sickness, disease or death of any person or damage or loss or destruction of property of any person or entity, and regardless of whether any such Claim is attributable in whole or in part to any negligence or strict liability of any member of the PSS Group.
13. Additional Rental Terms: In the event Customer rents any Goods from PSS under the Agreement, Customer represents that Customer shall use the rental Goods and parts in a careful and proper manner, shall comply with all laws, ordinances and regulations relating to the possession, use and maintenance of the rental Goods and parts in accordance with PSS’s approved procedures and shall only use the rental Goods and parts at the location specified in the Agreement. In the event the parties agree that the Customer shall operate the rental Goods and parts, Customer further represents that the rental Goods and parts will be operated by skilled employees trained in the use of the rental Goods and parts. Customer shall keep the rental Goods and parts free and clear of all liens and encumbrances. At the expiration of the applicable rental term, Customer will at its sole cost return the rental Goods to the facility designated by PSS, in good working condition (reasonable wear and tear excepted). Upon receipt of the returned rental Goods, PSS will service and inspect the rental Goods. In the event PSS determines that the rental Goods are materially damaged or not in good working condition (reasonable wear and tear excepted), the cost of any service work required to bring the rental Goods to good working condition (whether performed by PSS or any third party) will be payable by the Customer upon invoice. Additional Customer responsibilities are detailed in the rental Addendum attached hereto or referenced in the Agreement, and such rental Addendum is considered to be an integral part of these General Terms and Conditions.
14. Severability: If any one or more of the provisions of this Agreement, or any schedule, addendum, or exhibit attached hereto or other document expressly incorporated herein by reference thereto, shall for any reason be invalid, illegal, or unenforceable, such circumstance shall not affect any other provision of this Agreement or such other document, as the case may be, and this Agreement shall continue in full force and effect and be construed as if such provision, to the extent that it is invalid, illegal, or unenforceable, had never been contained herein or therein.
15. Assignment; Subletting. Customer may not assign or transfer any of its rights or obligations under this Agreement or sublet any Goods rented under this Agreement without PSS’s prior written consent, and any such purported assignment, transfer or subletting without such prior written consent is void ab initio and of no force or effect. PSS may assign its rights or obligations under this Agreement without Customer’s consent.
15. Additional Conditions Applicable to Export Sales: PSS Goods, technical data, and know-how are subject to the export, import, and other trade-related laws and regulations of the U.S. and other national governments, such as Title 19 of the U.S. Code of Federal Regulations; the Export Administration Regulations, 15 C.F.R. Parts 730-774 (“EAR”); Section 38 of the Arms Export Control Act, 22 U.S.C. 2778; the International Traffic in Arms Regulations, 22 C.F.R. Parts 120-130; the Trading with the Enemy Act, 50 U.S.C. App. 5, 16; the International Emergency Economic Powers Act, 50 U.S.C. 1701 et seq.; 31 C.F.R. Parts 500-598; and any similar or successor provisions to any such laws and regulations. PSS will not provide any certification or other documentation nor agree to any contract provision or otherwise act in any manner which may cause PSS to be in violation of United States law, including but not limited to the aforementioned trade-related laws and regulations. This Agreement shall be construed in accordance with United States law. All Agreements shall be conditional upon granting of export licenses or import permits which may be required. Customer shall obtain at its own risk any required export license and import permits and Customer shall remain liable to accept and pay for Goods if licenses are not granted or are revoked. Unless otherwise specified on the face hereof, all international sales shall be EXW PSS’s premises (INCOTERMS 2010). Neither Customer, nor any of its subsidiaries, affiliates or customers, shall export or re-export any PSS Goods, technical data, or know-how to any destination, party, or entity to which the export or re-export, release, or transfer is prohibited by applicable law or regulation. By accepting this Agreement, Customer agrees, and shall use reasonable best efforts to ensure that its successors and assigns will work to comply with the requirements of the EAR and all applicable international, national, state, regional and local laws and regulations, including any applicable import, export, and use restrictions including, but not limited to, the Trade Laws and Regulations. Goods sold by PSS are controlled by the United States Government and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s) herein identified. They may not be resold, transferred or otherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into other items, without first obtaining approval from the United States Government or as otherwise authorized by United States law and regulations. If the purchased Goods are to be taken out of the United States, then the Customer is solely liable for correctly obtaining any export licenses or authorizations.
This PSS Rental Addendum (this “Addendum”) is incorporated into and made a part of the Agreement (as defined in the PSS Industrial Group General Terms and Conditions (the “General Terms”) to which this Addendum is attached or in which this Addendum is referenced) between Pipeline Supply & Service, LLC, its affiliates, parents or subsidiary entities (collectively, “PSS”) and the party renting Goods from PSS under the Agreement (“Customer”). The terms and conditions contained in this Addendum are in addition to, and not in lieu of, those contained in the General Terms. In the event of any conflict between the terms and conditions contained in this Addendum and the terms and conditions contained in the General Terms, terms and conditions contained in this Addendum will control. Capitalized terms used but not defined in this Addendum have the meanings given thereto in the General Terms.
1. Rental Period: The rental period (the “Rental Period”) shall commence on and include the date of consignment of the Goods rented to Customer (the “Equipment”) from PSS’s shipping point to Customer, or Customer’s agent, including any public carrier taking same for transit to Customer, and shall end on and include the date of actual delivery of the Equipment to PSS or (if directed by PSS) another customer of PSS.
2. Calculation of Rental Charges: Customer shall pay for the entire Rental Period on each article listed under “Details of Equipment” in the purchase order at the rate therein stipulated on the following basis: (a) monthly rental rates are for a minimum Rental Period of one month (i.e., from date of commencement of the Rental Period up to, but not including the same date in the next calendar month); (b) weekly rental rates are for a minimum Rental Period of one week; (c) after the minimum Rental Period has been completed, the rental payable for any remaining portion of the Rental Period that is a fraction of a month or week (as applicable) shall be a fraction of the applicable rental rate equal to the number of days in such period that the Equipment has not been returned to PSS, divided by the total number of days in such period; (d) (i) the rental rates stipulated under “Details of Equipment” in the purchase order shall apply when the number of hours the Equipment is operated does not exceed 60 hours in any one week and does not exceed 10 hours in any one day, (ii) when Equipment is operated in excess of the above stated hourly maximum, such excess will be additionally charged at 50% of the applicable rate stated under “Details of Equipment” in the purchase order, and (iii) Customer hereby agrees to notify PSS when the Equipment is operated in excess of the above stated hourly maximums and to pay the increased rental as described above; and (e) rental rates shall not be subject to any deduction on account of non-working time during the Rental Period nor because the equipment is returned before the expiration of the minimum Rental Period.
3. Loading, Unloading, and Transportation: Customer shall at its own expense load the Equipment for transit to Customer and unload it upon its return and shall pay any demurrage charges accruing at its own shipping and receiving point. Customer shall at Customer’s own expense do all other loading, unloading, installing, dismantling and hauling. Customer shall pay all transportation charges from and to Customer’s shipping and receiving points; provided however that, unless otherwise agreed, Customer shall not pay return transportation charges greater than those necessary to return the Equipment to the point from which it was originally shipped to Customer. PSS may ship the Equipment in accordance with its own judgment, if shipping instructions are not furnished by Customer in connection with the Agreement.
4. Recalling and Return Notice: PSS may recall any or all of the Equipment upon giving thirty (30) days written or emailed notice to Customer. Customer may return any or all of the Equipment to PSS at any time, subject to Customer’s obligation to pay rental fees for the minimum applicable Rental Period under Section 2 of this Addendum. PSS reserves the right to remove the Equipment from Customer’s or its customers’ job site at any time when, in PSS’s opinion, the Equipment is at risk of damage or loss because of strikes or any other condition.
5. Use, Maintenance, Operation, and Repair: Customer shall have the sole and complete care, custody, and control of the Equipment during the Rental Period, except as may otherwise be expressly provided for herein. The Equipment will be operated at all times under the exclusive direction and supervision of Customer; and will be operated in accordance with all applicable federal, state, and local laws, rules and regulations (collectively, “Applicable Law”). Customer shall be fully and solely responsible for all damage to the Equipment and for all other damage to person or property sustained as a result of Customer’s care, custody, control, or use of the Equipment, regardless of whether such damages are direct, indirect, or consequential. Notwithstanding the foregoing, PSS shall have the right to inspect the Equipment at all reasonable times, without notice. At the conclusion of the Rental Period, PSS shall be entitled to have the Equipment inspected by an independent third party to assess any damage to the Equipment caused during the Rental Period. Customer shall be responsible for all costs and expenses associated with such inspection, as well as all costs and expenses associated with repairing damage to the Equipment. During the Rental Period, Customer shall, at Customer’s cost and expense, keep the Equipment in good operating condition, repair, and appearance, normal wear and tear excepted, and shall comply with all of the manufacturer’s recommended maintenance procedures. Customer shall furnish, at Customer’s expense, all necessary fuel, lubricants, grease, and other replacement parts and supplies necessary for the proper maintenance and lawful operation of the Equipment. Customer shall not remove, alter, disfigure or cover up any numbering, lettering or insignia displayed upon the Equipment, and shall see that the Equipment is not subjected to careless or needlessly rough usage, and shall, at Customer’s own expense, maintain and ultimately return to PSS the Equipment and its appurtenances, together with any tools and accessories pertaining thereto, the whole in good repair and running order, normal wear and tear excepted.
6. Supplying Operators: Unless otherwise agreed in writing, Customer shall supply and pay all operators employed on the Equipment during the Rental Period and shall only employ persons who are competent to perform their respective duties. Should PSS furnish any operators or other workmen, they shall for all legal purposes be considered employees of Customer working at Customer’s responsibility and Customer shall pay them such salary or wages on Customer’s regular pay days and provide them with such travelling expenses, board, and lodging as may be agreed upon between Customer and PSS. Customer shall provide and pay for all worker’s compensation insurance, assessments, and insurance and pay all taxes required by law or otherwise applying to such operators and workers.
7. Security Deposit: Any security deposit specified in the purchase order (a “Security Deposit”) shall secure the full and faithful performance of the payment and other agreements, obligations, and warranties of Customer to PSS, whether under the Agreement or otherwise. PSS may apply all or any part of such Security Deposit toward the discharge of any obligation at any time, as may be due from Customer to PSS. To the extent any portion of the Security Deposit is so applied by PSS, Customer shall immediately restore the Security Deposit to its full amount. Upon expiration of the Rental Period, the unused portion of any Security Deposit, net of all amounts due from Customer under the Agreement or otherwise, will be refunded to Customer. PSS will be entitled to intermingle the Security Deposit with PSS’s other funds, and shall not be obligated to pay any interest on such Security Deposit.
8. Loss or Destruction of Equipment: During the Rental Period, Customer shall bear all of the risk of loss, damage, or destruction of or to the Equipment. If, for any reason or cause, any of the Equipment is lost, stolen, destroyed, or damaged, Customer shall: (a) immediately and fully inform PSS of such occurrence; and (b) promptly pay to PSS the then fair market value of the Equipment, plus all accrued and unpaid rental payments and other amounts then due and unpaid. Although PSS may otherwise choose to do so, in PSS’s sole discretion, PSS shall not be obligated to undertake, by litigation or otherwise, the collection of any claim against any person or entity with respect to such loss or damage. Except as expressly provided herein, the total or partial destruction of the Equipment, or the total or partial loss of use or possession thereof by Customer, shall not relieve or release Customer from Customer’s obligations and liabilities under the Agreement, including, but not limited to, the obligation to timely make the rental payments.
9. Inspection: Before the Equipment is loaded for transit to Customer, Customer may have an inspection thereof made by a competent authority and if the Equipment is proven not to be substantially in good working order, ordinary wear and tear excepted, then the cost of such inspection shall be paid by PSS. If Customer fails to have such inspection made, the Equipment shall be presumed for all purposes hereof to be in good condition and running order when delivered to the carrier. Customer’s right of inspection shall be in lieu of any warranties or guarantees and it is agreed that PSS makes no warranty or guarantee whatsoever as to the Equipment or its performance. PSS shall have the right at any time to enter upon the premises occupied by the Equipment and shall be given free access thereto and afforded all necessary facilities for the purpose of inspecting the Equipment. PSS shall have the right to inspect the Equipment at Customer’s shipping point prior to re-shipment and shall be notified prior to such re-shipment and given ample opportunity to make such inspection.
10. Termination: Should Customer fail to make any payment for more than thirty (30) days after such payment becomes due, or become bankrupt, or fail to maintain and operate or to return the Equipment as provided by the Agreement, or violate any other provision of the Agreement, PSS may, upon giving Customer notice in writing or via email, re-take possession of the Equipment without becoming liable for trespass, and recover all rentals due and full damages for any injury to and all expenses incurred in obtaining the return of the Equipment, and will have no other obligations to Customer under the Agreement.
11. Insurance: At all times during the Rental Period, Customer will provide and maintain, at Customer’s sole cost and expense and with insurers acceptable to PSS, insurance on the Equipment, with property damage coverage at no less than the replacement value of the Equipment. Such insurance shall cover loss due to fire, theft, collision, and combined losses of these causes. Customer shall also pay for and maintain public liability coverage in an amount of no less than $1,000,000.00 combined single limit. If Customer obtains insurance from a company PSS has not approved, or fails to obtain insurance as required hereunder, PSS may, but shall not be required to, obtain any insurance PSS desires to protect PSS’s interest; and Customer shall immediately reimburse PSS for the cost thereof. Customer shall be solely liable for any and all losses which occur because insurance has not been obtained and maintained as required. All insurance policies secured under this provision: (a) shall name PSS as additional insured; (b) shall provide for thirty (30) days written notice to PSS prior to any cancellation of such coverage; and (c) shall list PSS as the sole loss payee. Customer will provide PSS with proof of compliance with this paragraph upon the effectiveness of the Agreement and, thereafter, upon demand at any time during the Rental Period. In the event that any insurance required to be obtained by Customer under this provision is canceled, lapses, or otherwise becomes ineffective, Customer’s right to use or possess the Equipment shall immediately be terminated without notice or demand by PSS. Such rights to use and possess the Equipment shall be reinstated only upon replacement or renewal of all such lapsed, cancelled, or ineffective insurance coverages.
12. Bond: If requested by PSS, Customer, at Customer’s own expense, shall furnish a bond satisfactory to PSS in an amount equal to the value of the Equipment as stated in the “Details of Equipment” in the purchase order, to insure the fulfillment of Customer’s obligations under the Agreement..