Terms of service

Alterations: Customer shall not make any alterations, modifications, or improvements to the Equipment without Company’s prior written consent.  Any alterations, modifications, or improvements made with Company’s consent shall become the property of Company and shall be surrendered with the Equipment upon expiration or termination of this Agreement.

 

1.     Rental Term & Rates

The rental period begins on the Rental Start Date/Time and ends on the Scheduled Return Date/Time above, unless extended in writing or terminated earlier under Section 12. Rates are billed at the daily, weekly, or monthly rate shown in Section 2, whichever the parties have selected. Partial days are billed as a full day. Rental charges accrue from pickup/delivery until the Equipment is physically returned to and inspected by the Company, regardless of use.

●      Early return: no prorated refund unless otherwise agreed to by the parties in writing at the time of rental.

●      Late return: billed at 1.5x the applicable daily rate for each day or partial day late, in addition to any other remedies under Section 12.

●      Extensions must be requested before the Scheduled Return Date/Time and are subject to Equipment availability.

2.     Payment Terms

Customer agrees to pay all rental charges, the security deposit, applicable taxes, delivery/pickup fees, fuel charges (if applicable), and any damage or late fees assessed under this Agreement. The Security Deposit is due upon execution of this Agreement. Company will invoice Customer in accordance with Equipment rental and any payment is due within five (5) days from receipt of invoice. Any invoice not timely paid shall bear an interest rate of 1% per month or the maximum rathe permitted by the law.  A returned payment or declined card will incur a $25.00 fee. Company may require a valid credit card on file for the duration of the rental to cover damage, loss, or additional charges.

Where a general contractor or other third party has arranged for Customer’s use of the Equipment, the individual or entity identified as “Customer” in Section 1 remains solely responsible for all payment obligations under this Agreement unless a separate signed agreement with the paying party is executed in advance.

3.     Insurance Requirements

Before Equipment leaves Company’s premises, Customer must provide either (a) proof of commercial general liability insurance naming C&W Equipment Rentals as an additional insured, with coverage adequate to the replacement value of the Equipment, or (b) purchase Company’s optional Damage Waiver (Section 6). Company reserves the right to refuse delivery or pickup if proof of insurance or a signed Damage Waiver is not on file.

4.     Damage Waiver (Optional)

Customer may elect to purchase a Damage Waiver for an additional 10% of the rental charge (“Waiver Fee”), which limits Customer’s financial responsibility for accidental damage to the Equipment during normal, authorized use. The Waiver Fee is non-refundable and is not insurance. The Damage Waiver does NOT cover: theft due to Customer’s negligence, damage from unauthorized use, misuse, overloading, operation by an unauthorized or unqualified operator, or damage occurring outside the agreed rental period or job site.

☐ Customer accepts the Damage Waiver (10% — $____)    

☐ Customer declines and assumes full responsibility for loss or damage per Section 8

5.     Assumption of Risk & Indemnification

Customer acknowledges that operating heavy equipment involves inherent risks, and assumes full responsibility for any injury, death, or property damage arising from Customer’s, or Customer’s employees’ or agents’, use, operation, or possession of the Equipment during the rental period.

Customer shall defend, indemnify, and hold harmless Company and its affiliates, officers, directors, employees, agents, successors, and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) (collectively, “Losses”) arising out of or resulting from: (i) Customer’s use, operation, possession, maintenance, or return of the Equipment; (ii) any breach by Customer of any representation, warranty, covenant, or obligation under this Agreement; (iii) any negligent or willful act or omission of Customer or its employees, agents, or contractors; (iv) any damage to property or injury to or death of any person caused by the Equipment while in Customer’s possession or control; or (v) any violation of any law, regulation, or ordinance by Customer in connection with the Equipment or this Agreement.

If any claim is made or action brought against an Indemnified Party with respect to which indemnity may be sought from Customer, the Indemnified Party shall promptly notify Customer in writing.  Customer shall assume the defense of such claim or action with counsel reasonably satisfactory to the Indemnified Party.  The Indemnified Party shall have the right to participate in the defense at its own expense.  Customer shall not settle any claim or action without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned, or delayed

6.     Loss, Theft & Damage

Customer is responsible for the full replacement cost of the Equipment if it is lost, stolen, or damaged beyond repair during the rental period, less any amount covered under an accepted Damage Waiver. Customer must report any theft, accident, or significant damage to Company within 24 hours. Customer is responsible for reasonable repair costs for damage beyond normal wear and tear, as determined by Company’s post-return inspection.

7.     Permitted Use & Operator Requirements

Equipment may only be used in a careful, proper manner for its intended purpose, at the job site address identified in Section 1 (or as otherwise agreed to in writing), and only by operators who are qualified and, where required by law, licensed or certified to operate the Equipment. The use of the Equipment must comply with all relevant laws, ordinances, and regulations relating to the possession, use, or maintenance of the Equipment at all times during the rental period. Customer warrants that any operator of the Equipment has the training and experience necessary for safe operation.

Equipment may not be: used off the identified job site without prior written consent of the Company; subleased, loaned, or transferred to any third party; used in violation of any applicable law or safety regulation; or operated by anyone under the influence of drugs or alcohol. Customer understands and agrees that all of the above uses are prohibited and shall constitute a breach of this Agreement.

8.     Maintenance & Inspection

Company makes no representation or warranty of any kind, oral or written, expressed or implied, with respect to the merchantability of the Equipment or its fitness or suitability for a particular purpose. Customer waives all claims for special, indirect, or consequential damages, including loss or use of profits, arising out of this Lease and the subject Equipment. Customer is responsible, at Customer’s cost, for routine operator-level maintenance during the rental period (fluid levels, tire pressure, basic cleaning) and must immediately stop use and notify Company if the Equipment malfunctions or shows signs of mechanical failure. Customer may not perform repairs without Company’s prior written authorization. Both parties will inspect and document Equipment condition at pickup and at return; Customer’s signature on the return inspection is an acknowledgment of the Equipment’s condition at that time. Customer shall promptly notify Company of any malfunction, defect, or damage to the Equipment. Company shall have the right, but not the obligation, to inspect the Equipment and to make or direct repairs. All repairs required due to (i) Customer’s negligence, misuse, or failure to maintain the Equipment in accordance with this Agreement, (ii) damage caused by Customer’s employees, agents, or contractors, or (iii) any cause other than ordinary wear and tear or defects existing at the time of delivery, shall be made at Customer’s sole cost and expense.

9.     Delivery & Pickup

If Company is providing delivery and/or pickup, charges are as set forth in Section 2 or the applicable invoice. Customer must ensure safe, adequate site access for delivery vehicles. Company is not responsible for delays caused by site conditions, weather, or access restrictions beyond its control.

10.   Default & Remedies

Customer is in default under this Agreement if Customer: fails to make payment when due; fails to return the Equipment by the Scheduled Return Date/Time (as extended); uses the Equipment in violation of Section 9; or breaches any other material term of this Agreement. Upon default, Company may, without further notice: repossess the Equipment (Customer grants Company the right to enter the job site or Customer’s property for this purpose); accelerate all amounts owed under this Agreement; and pursue any other remedy available at law. Customer is responsible for Company’s reasonable costs of repossession and collection, including attorneys’ fees.

11.   Limitation of Liability

To the maximum extent permitted by law, Company’s total liability under this Agreement is limited to the total rental fees paid by Customer. Company is not liable for indirect, incidental, consequential, or lost-profit damages arising from Equipment downtime, delay, or malfunction, except where caused by Company’s gross negligence or willful misconduct.

12.   No Encumbrances and No Ownership

Customer shall not pledge, assign, encumber, or use the Equipment as collateral for any obligation. Customer shall not permit any lien or other encumbrance to attach to the Equipment and shall promptly, at its sole cost, cause any such lien or encumbrance to be released or removed. Customer acknowledges that title to and ownership of the Equipment remains with Company and that Customer has no ownership interest therein except as expressly provided in this Agreement. Customer shall not grant, create, or permit any security interest, lien, or other encumbrance in or against the Equipment, and shall not authorize or permit any UCC financing statement or other filing to be made against the Equipment or Company’s interest therein. Any violation of this provision shall constitute an Event of Default.

13.   Events of Default

The occurrence of any of the following shall constitute an “Event of Default” under this Agreement: (a) Non-Payment. Customer fails to pay when due any amount payable under this Agreement and such failure continues for three (3) days after written notice thereof from Company.  (b) Customer fails to maintain the insurance required under Article 4 and such failure continues for seven (7) days after written notice thereof from Company. (c) Customer (i) becomes insolvent or generally fails to pay its debts as they become due, (ii) files a petition in bankruptcy or is adjudicated bankrupt or insolvent, (iii) makes a general assignment for the benefit of creditors, (iv) files a petition or answer seeking reorganization or arrangement under any bankruptcy or insolvency law, (v) has an involuntary petition in bankruptcy filed against it that is not dismissed within thirty (30) days, or (vi) has a receiver, trustee, or liquidator appointed for all or a substantial part of its property; (d) Loss of Equipment. The Equipment is lost, stolen, destroyed, or damaged beyond repair; (e) Customer sells, transfers, assigns, subleases, pledges, or otherwise encumbers the Equipment or any interest therein without Company’s prior written consent.

Upon the occurrence of an Event of Default, Company may, at its option and in addition to any other rights or remedies available at law or in equity: (a) declare all amounts due under this Agreement immediately due and payable;  (b) terminate this Agreement upon written notice to Customer; (c) take immediate possession of the Equipment wherever located without demand or notice and without legal process, and Customer hereby waives any and all claims for damages arising out of such repossession; (d) hold Customer liable for all Rental Rate payments due through the end of the Term, together with all costs of repossession, storage, repair, and disposition of the Equipment; and (e) pursue any other remedy available at law or in equity.

14.   Force Majeure

Neither party is liable for delay or failure to perform due to causes beyond its reasonable control, including severe weather, natural disaster, labor disputes, or governmental action.

15.   Dispute Resolution & Governing Law

This Agreement is governed by the laws of the State of Michigan. The parties agree to first attempt to resolve any dispute through good-faith negotiation, and if unresolved within 30 days, the parties may elect to attempt mediation through the American Arbitration Association for a mediator via remote telecommunications prior to invoking the arbitration. Any controversy or claim arising out of or relating to this Agreement, or any modifications or extensions hereof, including any claim for damages or rescission or both shall be settled by binding arbitration. The arbitration shall be conducted by a single arbitrator, to be mutually agreed upon by the parties. The arbitration shall take place via remote telecommunication. If the Parties cannot agree on such arbitrator, then it shall be selected according to the rules of the American Arbitration Association (“AAA”). Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The non-prevailing party in any arbitration shall be responsible for the AAA filing fee and arbitrator’s fee. In the event of any dispute, claim, suit or proceeding relating to this Agreement, the prevailing party shall be entitled to recover all of its legal and other fees and expenses incurred in connection with the dispute, claim, suit or proceeding from the other party.

16.   Severability

If any portion of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If an arbitrator finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision, it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

17.   Notices

All notices required or permitted under this Lease shall be deemed delivered when delivered in person or by mail, postage prepaid, addressed to the appropriate party at the address shown for that party in Section 2, above.

18.   No Third-Party Beneficiary

This Agreement is made solely and specifically between and for the benefit of the Parties, and their respective successors and assigns, subject to the express provisions contained herein relating to successors and assigns, and no other person has or will have any rights, interest, or claims hereunder or be entitled to any benefits under, or on account of, this Agreement, as a third-party beneficiary or otherwise

19.   Successors, Assigns, and Assignment

This Agreement is personal in nature and Customer shall not assign its rights, or delegate its obligations, under this Agreement unless and until any such assignment or delegation shall first be consented to in a written instrument, executed by the Company at its sole discretion.  All obligations contained in this Agreement shall extend to and be binding upon Company and Customer and their respective successors, assigns, and designees.

20.   Further Assurance

The Parties agree to execute and deliver additional documents and instruments and to perform all additional acts and actions necessary or appropriate to effectuate, carry out, and perform all of the terms, provisions, and conditions of this Agreement and the transactions contemplated herein

21.   Specific Performance and Additional Remedies. 

Company, at its sole election, shall be entitled to the remedy of injunctive relief and/or specific performance should Customer breach any provision of this Agreement in a manner that provides for the application of injunctive relief and/or specific performance.  Such situations include, but are not limited to, Customer terminating or threatening to terminate the provisions of this Agreement.

22.   No Waiver

No failure or delay by Company in exercising any right or remedy shall operate as a waiver thereof, and no single or partial exercise of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

23.   Entire Agreement and Modification

This Agreement, including the equipment and rate details in Section 2, constitutes the entire agreement between the parties regarding this rental and supersedes any prior oral or written understanding. No modification or amendment of this Agreement shall be effective unless in writing and signed by both parties.