TRINITY HIGHWAY RENTALS, INC.
TERMS AND CONDITIONS OF RENTAL
(Rev. July 2021)
Trinity Highway Rentals, Inc. (“The Company”) shall be bound exclusively and solely to the terms and conditions set forth in The Company’s Quotation and Rental Contract (collectively with these terms referred to herein as the “RENTAL CONTRACT”). This transaction is expressly limited to the Customer’s (as identified in the Quotation and Contract) acceptance of the terms, conditions or instructions stated on the quotation and at the company’s website, and any additional or differing terms, conditions, acknowledgments or instructions proposed by Customer are rejected. No terms or conditions embodied in any prime or other third party contract that pertains to the Product shall be applicable to The Company and these terms and conditions take precedence over any differing or contrary terms.
- Rental Term. The Company rents to Customer and Customer hereby rents from The Company the product described in the Quotation (the “Product”) for the term described in the Quotation.
- Delivery. If a date, period, or time for delivery of the Product is set forth in the Quotation, it is an estimate only and is subject to and conditional upon the date of Customer’s acceptance without exception of the Quotation, timely receipt by The Company of Customer’s deliverables (including, without limitation, survey data, dimensions, engineering data and other engineering, shop or detail drawings specifications, and materials), and delays due to strikes, shortages in skilled labor, fires, accidents or any other causes or contingencies beyond The Company’s control (“Delay Event”). Unless otherwise provided, the Product shall be delivered F.O.B. Destination.
- Rent. The rent for the Product shall be for the term as accepted in the Quotation and shall be paid monthly in arrears beginning on the delivery date of the Product and on the same day of each succeeding month throughout the term hereof, at 15601 Dallas Parkway, Suite 525, Addison, TX 75001, or at such other place as The Company may designate from time to time. Rent for any partial month shall be prorated. To secure Customer’s fulfillment of its obligations to The Company hereunder, Customer hereby grants to The Company a security interest in the Product delivered and all rights and remedies which Customer might exercise with respect thereto but for the security interest granted. Customer acknowledges that the Quotation, including these terms and conditions shall constitute a security agreement between the parties.
- Use. Customer has sole responsibility for the installation and use of the Product. Customer shall install and use the Product in compliance with all governmental regulations and all national, state, local and other laws, ordinances and regulations.
- Maintenance. During the term of this RENTAL CONTRACT, Customer, at its own cost and expense, shall keep the Product in good condition and repair.
- Loss and Damage. Customer assumes the entire risk of loss and damage to the Product from any and every cause whatsoever. No loss or damage to the Product shall impair any obligation of Customer under this RENTAL CONTRACT. In the event of loss or damage to the Product, Customer shall: (a) place the same in good condition and repair or (b) pay to The Company the replacement cost of the Product.
- Surrender. Upon the expiration or earlier termination of this RENTAL CONTRACT, Customer shall return the Product to The Company (a) in good repair and condition, ordinary wear and tear resulting from proper use thereof excepted, and (b) to such location as The Company shall specify.
- Insurance. Customer shall procure and maintain insurance as follows: (a) Commercial general liability coverage on an occurrence form for bodily injury and property damage with no less than a $2 million each occurrence limit; (b) Workers’ compensation insurance in compliance with the statutory requirements of the state in which the Product is to be used by Customer. All policies shall contain a waiver of subrogation in favor of The Company, Trinity Industries, Inc. and their respective affiliated legal entities. The Company, Trinity Industries, Inc. and their respective affiliated legal entities shall be named as additional insured on (a) and such policies shall be issued on a primary and non-contributory basis.
- Taxes. Customer will pay all use and other taxes and fees and charges levied on the Product during the term of this RENTAL CONTRACT.
- The Company’s Payment. In case of failure of Customer to procure or maintain said insurance or to pay fees, assessments, charges and taxes, all as specified in this RENTAL CONTRACT, The Company shall have the right, but shall not be obligated, to acquire such insurance or pay said fees, assignments, charges and taxes. In that event, the cost thereof shall be repayable to The Company upon demand, and failure to repay the same shall carry with it the same consequences, including interest at twelve percent (12%) per annum, as failure to pay any installment of rent.
- Indemnity. Customer shall indemnify, defend and hold The Company, its parent Trinity Industries, Inc. and their respective affiliated legal entities, harmless from any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including reasonable attorney’s fees and costs, arising out of, connected with any installation or use of the Product. This indemnity shall survive termination or breach of this RENTAL CONTRACT.
- Default. If Customer (i) fails to pay any rent or other amount herein provided within ten (10) days after the same is due and payable, or (ii) fails to observe, keep or perform any other provision of this RENTAL CONTRACT required to be observed, kept or performed by Customer, or, (iii) is the subject of any bankruptcy proceedings, or (iv) relocates the Product from their original use or installation location without consent of The Company, then The Company shall have the right to exercise any legal remedy, including but not limited to terminating this RENTAL CONTRACT and taking possession of the Product, without demand or notice, wherever same may be located, without any court order or other process of law. Customer hereby waives any and all damages occasioned by such taking of possession. Notwithstanding any repossession or any other action which The Company may take, Customer shall be and remain liable for the full performance of all obligations on the part of the Customer to be performed under this RENTAL CONTRACT. All of The Company’s remedies are cumulative, and may be exercised concurrently or separately.
- Confidentiality. Customer agrees not to disclose to any third party (other than Customer’s legal counsel, financing entity or Prime Contractor) any of the terms or prices set forth in the Quotation, including these terms and conditions or the information received from The Company in either negotiating for rental of the Product or in the performance of the Quotation. This obligation shall survive delivery of the Product. The obligations set forth in this provision shall not apply to any information, data, or designs which Customer can show it possessed prior to its disclosure by The Company, was or has become available to the public domain, or is subsequently provided to it by another party having the right to possess and disclose the information, data or designs.
- Ownership. The Product is, and shall at all times be and remain, the sole and exclusive property of The Company; and the Customer shall have no right, title or interest therein or thereto except as expressly set forth in this RENTAL CONTRACT. Customer shall, at all times, protect, defend at its own cost and expense, the ownership of The Company against any claims, liens or legal processes of creditors of Customer and others and keep the Product free and clear of all claims, liens and processes.
- Warranty. THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO THE CONDITION, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR ANY OTHER MATTER CONCERNING THE PRODUCT. THE COMPANY SHALL NOT HAVE ANY RESPONSIBILITY TO CUSTOMER FOR ANY PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY NATURE, INCLUDING BUT NOT LIMITED TO INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATED PROFITS. During the period of this RENTAL CONTRACT which Customer renders faithful performance of its obligations, The Company hereby assigns to Customer any warranty, whether express or implied, The Company may have against the manufacturer in connection with defects in the Product covered by this RENTAL CONTRACT.
- Additional Documents. If The Company shall so request, Customer shall execute and deliver to The Company such documents as The Company shall deem necessary or desirable for purposes of recording or filing to protect the interest of The Company in the Product including, but not limited to a UCC financing statement.
- Entire Agreement. This instrument constitutes the entire agreement between the parties on the subject matter hereof and it shall not be amended, altered or changed except by a further writing signed by the parties hereto.
- Notices. Service of all notices under this Agreement shall be sufficient if given personally or delivered via recognized overnight courier at the address for each party as set forth in the Quotation, or to such address as such party may provide in writing from time to time.
- Assignment. Customer shall not assign, transfer, pledge or otherwise dispose of this RENTAL CONTRACT or any interest therein or sublease or re-rent or loan the Product or permit it to be used by anyone other than Customer, without the prior written consent of The Company.
- Governing Law; Venue. This RENTAL CONTRACT shall be construed and enforced according to laws of the State of Texas. Exclusive jurisdiction for any claim, matter or controversy arising from this RENTAL CONTRACT shall be Dallas County, Texas.
- NO INSTALLATION: UPON REQUEST, THE COMPANY MAY PROVIDE CONSULTATION REGARDING PRODUCT ASSEMBLY DURING PRE-CONSTRUCTION ACTIVITIES, OR MAY RESPOND TO QUESTIONS DURING ACTUAL PRODUCT INSTALLATION. HOWEVER, NO INSTALLATION LABOR IS PROVIDED BY THE COMPANY, OR OTHERWISE INCLUDED HEREIN. CUSTOMER HEREIN ACKNOWLEDGES UPON RECIEPT OF GOODS THAT IT HAS RECEIVED A MANUAL / BROCHURE / SET OF SPECIFICATIONS (MATERIALS) COVERING ASSEMBLY OF THE PRODUCT(S) AND IS AWARE THAT FURTHER INFORMATION REGARDING THE PRODUCT(S), ITS SPECIFICATIONS, TECHNICAL INFORMATION, AND PRODUCT ASSEMBLY IS LOCATED AT www.trintyhighwayrentals.com.
- SET UP AND RECOVERY SERVICE: IF A SET UP SERVICE IS SPECIFICALLY INCLUDED IN WRITING THE COMPANY MAY PROVIDE SET UP AND RECOVERY SERVICES FOR THE PRODUCT(S). SAID SERVICES ARE IN CONJUNCTION WITH THE ABOVE NO INSTALLATION CLAUSE NO. 21 AND ARE NOT TO BE ASSUMED TO BE INSTALLATION. FINAL PLACEMENT, ADDING WATER AND WATER SOURCE ARE THE RESPONSIBILITY OF THE CUSTOMER.