Vallerie Service Company, llc
(“Lessor” hereby rents the Vehicle to the customer identified on the
face hereof (“Lessee”) subject to the following terms and conditions:
1. ENTIRE AGREEMENT:
A. This Agreement contains
all of the terms and conditions between the
parties. No agreements, understandings or representations not
specifically contained herein shall be binding upon
any of the parties hereto unless reduced to writing and signed by the
parties to be bound thereby.
B. This is an Agreement of
rental only and not a sale. Lessee does not
acquire hereunder, or by payment of said rental, any right, title or
interest in or to the vehicle other than the right
to possess and use the Vehicle provided the Lessee shall not be in
default in performance hereunder. Lessee is not Lessor’s
agent for any purpose.
2. DEFINITIONS:
Lessee includes the person signing this Agreement and any other person
or organization to
whom charges are to be billed, all of whom shall be jointly and
severally
liable hereunder. "Vehicle" includes the truck, tractor, trailer or
container identified in this Agreement and all tires, tools,
accessories, appurtenances or other equipment attached thereto or
contained therein.
3. WEIGHT DISTRIBUTION:
Lessee shall load the Vehicle in manner which will evenly distribute
the weight. For
storage loads in excess of 15,000 lbs. Gross weight, additional proper
support shall be provided by Lessee at the king-pin
assemble and wherever else necessary. Lessee shall fully compensate
Lessor for any and all costs, damage and expenses
resulting from Lessee’s failure to provide such support.
4. PROHIBITED MATERIALS/USES:
A. The use of this Vehicle
for any purpose involving hazardous waste or
contaminated materials is prohibited. Lessee
shall comply with all laws and regulations affecting the use,
‘’operation or maintenance of the Vehicle and shall
indemnify and HOLD HARMLESS the Lessor from any
fines, forfeitures, seizures, penalties and liabilities arising from
any infringement or violation of any law or regulation by the Lessee or
his employees or by any other person or arising
from the use, possession, operation or condition of the Vehicle. Lessee
shall indemnify and SAVE HARMLESS the
Lessor from any all claims, liens, or liability arising from work being
performed materials supplied in connection with the
operation of the Vehicle and from loss or damage thereto and from and
against all loss, penalties and expenses, including
attorney’s fees, however arising because of, but not limited to, the
storage, maintenance, use, repair, loading, unloading or
operation of the Vehicle. Lessee shall be responsible for all costs of
disposal and/or decontamination of the Vehicle if it
is used for any prohibited purpose involving hazardous waste or
contaminated materials.
B. Vehicles rented for
storage shall not be moved from its original
location without permission from Lessor.
Unauthorized use of a storage Vehicle as an over-the-road trailer shall
be considered a default of this Agreement and
which will subject Lessee to billing for such Vehicle used at the then
prevailing over-the-road rate for every monthly
period from the inception of this Agreement and/or the remedies set
forth in Section 19 below.
C. Lessee agrees that
vehicles rented for storage shall not be moved
from its original location without permission from
Lessor. Lessee’s unauthorized movement of a storage vehicle shall
constitute termination of this Agreement at Lessor’s
election and Lessee shall be responsible for all costs that arise as a
result of any unauthorized movement, and for the pickup
and return of the moved equipment.
5. SUBLEASE:
Lessee shall NOT have the right to assign this lease or to
sublet, rent, hire out or part with possession of
any Vehicle without written consent of the Lessor.
6. ROAD TRAILERS, STORAGE
TRAILERS & GROUND LEVEL STORAGE
CONTAINERS:
A. The Vehicle Shall not be
operated by any person other than the
Lessee or agents or employees of the Lessee each of
whom Lessee warrants to be duly qualified and possessing a currently
valid operator’s license not revoked, suspended or
limited. No operator shall be under the influence of any drugs or
alcohol.
B. Lessee assumes full
responsibility for any additional expense
incurred by reason of a breakdown of the Vehicle
whether or not causing a delay enroute, including, but not limited to,
storage forwarding cost and subsistence expense.
Lessee shall pay for any mechanical damage to the Vehicle caused by
failure to maintain adequate tire pressure, oil in oil
seals or by reason of any neglect in servicing or maintenance of
Vehicle while under Lessee’s custody or control. Lessee
shall have the responsibility of making all repairs to damages
immediately after they occur.
C. Mileage shall be
determined by reading hubodometer in such cases as
there may be a hubodometer. In the event there
is not a hubodometer and a mileage charge is agreed upon, Lessee shall
report to the Lessor the mileage which the Vehicle
used and the Lessor shall have the right and privilege to examine the
Lessee’s vehicles and/or records and a mileage shall
be equitable determined by the Lessor. Lessee shall be billed monthly
for estimated mileage and shall pay such bills upon
receipt subject to adjustment when Lessee advises Lessor of correct
mileage.
D. Tires, Brakes and Usage:
Tires and brakes are the responsibility of
the lessee. In the event there is not a hubodometer
and a mileage charge is equal to zero the lessee will be charge $20 per
1/32 for the amount of tread wear and $20 per 10%
for break wear.
7. RENTAL PERIOD/LEASE
RENEWAL:
All rentals shall be for the terms specified on the face hereof
starting on the date of delivery. Unless otherwise agreed to by Lessor
and Lessee in writing prior to the expiration of the
minimum term, this Agreement shall automatically renew itself without
regard to the stated minimum period. At any time
thereafter, the Lessor may change any of the rates or charges for the
Vehicle or may require Lessee to return the Vehicle
to the location designated by the Lessor. LESSOR DOES NOT PRO-RATE ANY
RENTAL PERIOD The term “Rental
Day means a calendar day or any portion thereof.
8. VEHICLE ACCESSIBILITY:
At the expiration of the lease, Lessee shall, at its sole cost and
expense remove
ALL OBSTRUCTIONS which would prevent hook-up with tractor or otherwise
hinder the Lessor in removing the
Vehicle. In the event any obstructions, whether caused by Lessee, its
agents, others or an act of God, are not removed,
then Lessor may at its discretion (i) remove said obstructions and/or
charge customer for any expenses incurred to remove
vehicle including, but not limited to, towing charges, snow removal,
crane rental, etc., or (ii) cause the Vehicle to remain
on rental until the obstruction is removed or Lessor is compensated for
the Vehicle’s full replacement value.
9.
PICKUP/DELIVERY/PLACEMENT/MOVEMENT:
A. In the event that Lessor
delivers, picks up or moves a Vehicle for
Lessee, Lessee agrees to pay the delivery, pick-up
and/or movement charge set forth on page one hereof. In the event,
Lessee or its agent causes the delivery, pick-up or
movement to take longer than normal, then, and in that event, Lessee
shall pay the sum of $85.00 per hour per trailer and
$125.00 per hour per ground level container for such additional time.
B. In connection with such
delivery, pick-up and/or movement, Lessee
shall SAVE HARMLESS the Lessor from any
and all claims for any damages to property including, but not limited
to, lawns, shrubs, driveways, sidewalks, buildings,
etc. Lessee will be responsible for the payment of all towing charges,
etc. for any vehicle of the Lessor in connection with
such delivery, pick-up and/or movement.
C. Lessor’s delivery of the
Vehicle may be subject to delays beyond
Lessor’s control. Lessee shall have no claim
against Lessor for consequential damages or any other damages as a
result of such delay.
D. Prior to a pick-up
notification, Lessee shall be responsible to have
the Vehicle emptied and swept out.
Upon termination of the Agreement and notification by Lessee, Lessor
shall have 31 days to remove the Vehicle from
Lessee’s premises.
10. LICENSES/PERMITS:
Lessee shall (a) obtain and pay for all trip permits, licenses or
special fees or taxes
required by law or regulation where Lessee operates the Vehicle, (b)
promptly pay for all traffic and parking violations,
fines and penalties.
11. INSPECTION:
Lessee acknowledges that Lessee has inspected the condition of said
Vehicle is satisfactory to
the Lessee for the Lessee’s use.
12. RISK OF
LOSS, YARD STORAGE:
A. While the Vehicle is
rented and/or in the possession or control of
the Lessee or rented but in the possession of the lessor, all risk of
loss is the responsibility of the Lessee. If the Vehicle is lost,
stolen, abandoned or determined by Lessor to be substantially damaged
or inoperable, the Vehicle shall remain leased until Lessor is
compensated by Lessee for the full replacement value.
B. LESSOR DISCLAIMS AND
EXCLUDES AND LESSEE WAIVES ALL WARRANTIES OF
ANY KIND AND NATURE, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. THE
VEHICLE IS LEASED “AS IS”. LESSOR SHALL NOT BE RESPONSIBLE FOR ANY
CONSEQUENTAIL OR PROXIMATE DAMAGES
DUE TO ANY REASON, INCLUDING DAMAGES TO GOODS OR ITEMS PLACED IN OR
UPON THE VEHICLE. LESSEE
ASSUMES ALL RISK OF DAMAGE WHETHER OR NOT CAUSED BY OR RELATED TO THE
NEGLIGENCE OR FAULT OF
LESSOR, ITS AGENTS OR EMPLOYEES.
C. Lessee hereby
specifically indemnifies Lessor, and agrees to HOLD
LESSOR HARMLESS against all loss and damage Lessor may
sustain or suffer because of (a) any loss of or damage to Vehicle, (b)
the death of or injury to, or damage to the property of, any third
person as a result of, in whole or in part, the use or condition of the
Vehicle while in the custody, possession or control of Lessee, and
(c) the failure of Lessee to maintain the Vehicle as agreed and
provided herein.
D. Lessor shall not be
responsible for any loss or damage to any
property left stored, loaded or transported by Lessee or any other
person in or upon the Vehicle regardless where the Vehicle is stored or
located including, with limitations, Lessor’s premises. Lessee
further agrees to HOLD LESSOR, ITS AGENTS AND EMPLOYEES HARMLESS from,
defend and indemnify them from and against all
claims based upon and arising out of any such loss or damage, including
but not limited to attorney’s fees.
13. VEHICLE
MAINTENANCE/DAMAGE:
A. Lessee agrees, at
Lessee’s cost, to; maintain and return the Vehicle
in good repair and operating condition, ordinary
wear and tear excepted, free of any liens and encumbrances and to
replace with new parts all badly worn or broken parts.
B. If the Vehicle is
returned with items missing or requiring repairs,
it shall remain leased until said replacements or
repairs, acceptable to Lessor, have been made by Lessee. If Lessee
elects not to make the required repairs and
replacements and Lessor undertakes Lessee’s obligation, Lessor shall
determine the amount due and the Vehicle shall
remain leased until the date that Lessor’s invoiced amount is paid by
Lessee.
C. Lessor shall have no
liability for any replacement tires or other
parts, or for any unauthorized repairs or service to the
vehicle made without the prior written approval of the Lessor.
14. INSURANCE:
Lessee agrees, at Lessee’s cost and expense,
simultaneously with or prior to delivery, to procure,
deliver to Lessor and keep in full force and effect during the term of
this Agreement, a valid and pre-paid business auto or
trucker’s policy or policies covering hired autos, trailers and
containers for bodily injury and comprehensive general
liability policy providing for contractual liability coverage for hold
harmless agreements, all satisfactory to Lessor as to
the insurer with a combined single limit of one million dollars
($1,000,000.00). The certificate of insurance must name
Lessor as an “Additional Insured” with regard to the liability coverage
and “Loss Payee” with regard to the physical
damage coverage for the period from the delivery until the return of
the Vehicle. Lessee shall promptly notify the
insurance carrier named on the certificate of insurance of any event
which results in physical damage to the vehicle
pursuant to the terms and conditions of said insurance policy. If
Lessor determines that Lessee is not maintaining the
proper insurance policies as required, Lessee shall be default and
Lessor shall be entitled to exercise remedies set forth in
Section 19(A) below.
15. ACCIDENTS:
Within twenty-four hours after occurrence, Lessee shall
report all accidents to the local or state police
and provide the Lessor with a written accident report.
16. TAXES:
Lessee shall pay in addition to payments of rentals: (a) all
taxes levied against or based upon the value of
the Vehicle, its use, or the amount of rentals to be paid hereunder
(“taxes” includes all taxes, charges and fees except
income taxes); and (b) costs and expenses, including attorney’s fees,
incurred by Lessor in enforcing any of the terms,
provisions, covenants and indemnities provided herein.
17. DEFAULT:
A. If any act or thing
required to be performed by Lessee shall not be
performed in the manner and at the times required herein,
Lessee shall be in default. Lessor thereupon shall have the right,
without prejudice to any other right or remedy which Lessor may
have and without notice or demand, to declare all charges and unpaid
lease payments and all lease payments required to complete the
minimum term specified on the reverse side, due and payable forthwith
and to repossess and retain the Vehicle free of all rights of
Lessee, without any liability and without releasing Lessee from any
Lessee’s covenants, obligations and indemnities hereunder. If
Lessor elects to repossess the Vehicle and hold same for Lessee either
in Lessor’s possession or in public storage at the expense of
Lessee, Lessee does irrevocably appoint Lessor as its agent and does
irrevocably grant Lessor power for repossession, including entry
upon Lessee’s property or the property of another. Lessee does
irrevocably grant the right to Lessor to transfer, at Lessor’s option,
the
contents of the repossessed Vehicle to a substitute vehicle. In the
event Lessor exercises its right to repossess the Vehicle, Lessee
shall HOLD LESSOR HARMLESS from any claims, suits, demands or causes of
action as a result of any damage to the contents of
the repossessed vehicle. Lessee shall further indemnify and HOLD LESSOR
HARMLESS from any claims, suits, demands or causes
of action by any third party if Lessor repossesses the Vehicle.
Repossession shall not constitute a termination of Lessee’s obligations
under this Agreement. Lessor shall further have the right to; lease or
sell the Vehicle upon such terms and conditions as Lessor shall
deem reasonable. Lessee shall be responsible for all costs incurred in
the actual act of repossession. Including attorney’s fees and
disbursements.
B. Where Lessor is leasing
the Vehicle to Lessee for storage of
Lessee’s personal property on Lessor’s property or where Lessor
permits Lessee to store Lessee’s vehicle on Lessor’s property, in the
event Lessee defaults in any of the terms or conditions of the
Agreement, including but not limited to, payment obligations, Lessor
may in its discretion, terminate this Agreement and proceed with
any and all legal remedies available to obtain possession of the
vehicle and/or the land upon which it stands and to collect amounts
owed by Lessee. Subsequent to any such termination, Lessee shall pay
Lessor rental charges in an amount equal to the rate set forth
in this Agreement until such time as Lessee removes its personal
property and/or trailer from Lessor’s property. Further, in the event
of
such default, Lessee shall pay all of Lessor’s costs of collection,
including reasonable attorney’s fees, and all costs relating to the
removal of Lessee’s personal property from Lessor’s premises.
C. If Lessee (if an
individual) dies; or if Lessee is dissolved; then
Lessee shall be default under this Agreement and Lessor shall have
and may exercise any one or more of the remedies set forth in paragraph
19(A) hereof; and this Agreement shall, at the option of
Lessor, without notice, immediately terminate and shall not be treated
as an asset of Lessee after the exercise of said option.
18. SECURITY INTEREST:
Lessee hereby grants to Lessor a security interest in all of its rights
and title to and interest in all property
located in the Vehicle at any particular time (the “Security
Interest”). The Security Interest shall secure the payment and
performance
of Lessee’s obligations to Lessor under this Agreement.
19. LATE PAYMENTS:
A service charge of 1.5% per month (18% per annum) compounded interest
will be charged on all unpaid
accounts after 30 days from the invoice date. Lessor shall have the
option to apply payments received to any of Lessee’s outstanding
invoices and/or charges as Lessor elects, without regard to Lessee’s
written instructions.
20. MISCELLANEOUS:
A. Lessor reserves the right
to place upon the Vehicle, the name, logo
and unit number.
B. If Lessee shall fail to
return the Vehicle within three days after
the time specified or after demand has been made by the Lessor,
such failure shall constitute an unauthorized taking, retention, use
and operation of the Vehicle and Lessor may thereafter consider the
Vehicle as stolen and may take such steps as Lessor shall be entitled
to by law including but not limited to causing a warrant to be
issued or any other steps which Lessor shall deem reasonable and
necessary to recover the Vehicle. Lessee hereby releases Lessor
from and agrees to indemnify Lessor against all claims for damages
which Lessee or any other party may sustain as a result of any
action taken by Lessor under this paragraph.
C. Any conflict between
Lessee’s purchase order and this agreement
shall be resolved in favor of this Agreement.
D. Lessee waives all right
to notice and judicial hearing before Lessor
obtains a prejudgment remedy of attachment, garnishment or
replevin.
E. The failure of Lessor to
insist upon the punctual performance of the
covenants of Lessee hereunder, Lessor’s failure to exercise any
right or remedy available under or upon this Agreement, any failure of
Lessor to require payment, as and when due, of any sum owing
hereunder, or any extension of credit of forbearance on the part of
Lessor, shall not constitute a waiver of any subsequent default
hereunder. All demands for payment and performance and all notices of
non-payment under this agreement are hereby waived by
Lessee.
F. For purposes of this
Agreement, any notices and demands required to
be given shall be given to the parties in writing and by
certified mail, return receipt requested, at the respective addresses
(of Lessee or Lessor, as the case may be) hereinabove set forth or
to such other address as Lessor Lessee may hereafter substitute by
written notice.
G. Lessee will, at its
expense, promptly and duly execute and deliver
to Lessor such further documents and assurances and take such
further action as Lessor may from time to time request in order to
effect more definitively the intent and purpose of this Agreement and
to establish and protect the rights, interests and remedies intended to
be created in favor of Lessor hereunder.
H. If any provisions of this
Agreement are in conflict with any
applicable statute, regulation or rule of law, then such provisions
shall be
deemed null and void to the extent that they may conflict therewith,
but without invalidating the remaining provisions hereof.
21. Lessee will
provide
written notice
when trailer is in need of
mechanical repair. Written notice will include a description of the
cause
and all pertinent information concerning both the cause and the remedy
require to repair the unit to its original condition. When the cost
of repairs is solely Lessee’s responsibility, lessee has the right to
choose who you want to perform this work, provided that the provider
of such service is a certified repair facility who warrantees their
work and estimates for such work are submitted five business days
prior to commencement of the work.
22. Other Equipment:
The Lessor may elect to loan or replace a piece of
equipment. Loaned equipment is limited to four business
days; thereafter-loaned equipment will revert to the then current
leasing rates. The terms of this lease extend over all equipment leased
to the lessee unless a separate contract exists. Leased units may be
added or subtracted to this contract, that if no other contract exist,
then this contract extends over all equipment utilized by the lessee
and owned by the lessor: Vallerie Service Company, LLC.
23. This Agreement
shall be
governed
by and constructed in accordance
with the laws of the State of Maryland. To the fullest extent
permitted by applicable law, Lessee hereby consents to the jurisdiction
of all federal and state courts in the State of Maryland with
respect to all disputes and controversies arising in connection with
this Agreement, and hereby consents that all service of process
upon it in connection therewith may be made by registered mail, return
receipt requested, directed to it at the address designated on
the face hereof and service so made shall be deemed to have been
completed five (5) days after the same shall have been deposited
in the U.S. mail.
The undersigned acknowledges and accepts the “CONDITIONS OF LEASE
AGREEMENT”. The CONDITIONS OF LEASE
AGREEMENT are herby incorporated in any and all established contracts.
The CONDITIONS OF LEASE AGREEMENT supersedes
and amends all existing contracts currently between the lessor and the
lessee.
|