BRUNSON INSTRUMENT COMPANY RENTAL EQUIPMENT TERMS & CONDITIONS

These “Terms & Conditions” apply to each customer (“Lessee”) who rents Equipment (“Equipment”), from Brunson Instrument Company (“Brunson” or “Lessor”), and they are incorporated fully into the rental agreement of the Parties that identifies the Equipment being rented, Lessor’s rental rate(s) or price(s) to rent its Equipment, the term of the rental agreement (the “Rental Term”), and certain additional specific provisions. The “Rental Agreement” is comprised of these Terms and Conditions, together with Lessor’s quote, Lessor’s Equipment rental order acknowledgment form, or other writing signed by Lessor that is issued or accepted by Lessor, and that identifies the Equipment rental charges or amount(s) to be paid to Lessor.
Lessor and Lessee are collectively referred to herein as the “Parties”.

1. PAYMENTS AND RENTAL TERM. Lessee shall pay Lessor all amounts due under the Parties’ Rental Agreement, in immediately available funds, without notice, demand, counterclaim, recoupment, set-off, withholding, deduction, or abatement, except to the extent prohibited by applicable law. Unless otherwise provided in the Rental Agreement, the Rental Term shall begin on the day the Equipment is shipped by Lessor to Lessee and continues until the day the Equipment is returned to, received by, inspected by, and accepted by Lessor in the condition required by this Rental Agreement; rental charges and any other applicable charges continue during transit, inspection, testing, repair, recalibration, decontamination, or other return processing. The Rental Term will be calculated daily, weekly, or every four (4) weeks, and any part of a day, week, or applicable billing period will be charged as a full day, week, or applicable billing period. Unless otherwise provided in the Rental Agreement, all amounts due shall be either: (1) pre-paid prior to shipment of Equipment, by credit card, wire transfer, ACH, or other form of payment acceptable to Lessor, or (2) paid by credit card on a net 30 day basis, but only if Lessee has obtained (in Lessor’s sole discretion), signed written approval from Lessor’s credit department . Lessee acknowledges and agrees that any and all credit terms may be changed, conditioned, or withdrawn by Lessor at any time, on written notice (in Lessor’s sole discretion), and Lessor may, at any time, require a deposit, a guaranty, financial information, or other security as a condition of extending or continuing credit terms. Any deposit or advance payment will be held without interest and may be applied by Lessor to rent, taxes, damage, loss, restoration costs, collection costs, or any other amount due under the Rental Agreement, including as provided in Section 11(G); any balance will be returned only after Lessor’s inspection, acceptance, and reconciliation. Invoices may be delivered electronically to an address designated by Lessee and will be deemed received when sent. Any amount not paid when due will bear a late charge equal to the lesser of one and one-half percent (1.5%) per month or the maximum amount permitted by applicable law, plus all costs of collection. If any one of the following occurs: (a) any payment is past due; (b) Lessee fails to provide any required deposit, credit assurance, insurance, or other security; or (c) Lessor reasonably believes itself insecure, Lessor may suspend shipment, delivery, support, service, or further rentals, require adequate assurance or additional security, and recover resulting costs without liability to Lessee. Any request for assurance, financial information, a deposit, insurance evidence, or other security under this Section is subject to Section 10(H); Lessor may nevertheless withhold shipment or procure coverage as provided in Section 4.

2. TAXES. Lessee shall pay and indemnify Lessor against all fees, duties, assessments, charges, penalties, interest, and taxes now or hereafter imposed by any governmental body or agency upon or with respect to any Equipment leased hereunder, the rental payment amounts, Lessee’s possession, storage, transportation, import, export, or use of the Equipment, or any other payments hereunder, including sales, use, rental, personal property, excise, gross-receipts, value-added, customs, tariffs, and similar taxes or charges, excluding only taxes measured solely by Lessor’s net income.

3. SHIPMENT AND RECEIPT. Unless otherwise provided in the Rental Agreement, Lessee is responsible for all risk, freight, handling, packaging, loading, unloading, delivery, return, customs, insurance, and other charges in connection with transportation of the Equipment from and to Lessor’s facility. Lessor may, in Lessor’s sole discretion, select, arrange, or require use of a carrier, or approve a carrier selected by Lessee. Regardless of whether a carrier is selected, arranged, required, or approved by Lessor or selected by Lessee, the carrier acts solely for Lessee’s account and risk, Lessee is responsible for transportation charges, loss or damage in transit, claims, delays, and carrier performance, and Lessor’s selection, arrangement, requirement, or approval does not shift any risk to Lessor or create any warranty, agency, or other legally recognized relationship between Lessor and the carrier in connection with the carrier or the transit of Equipment. Lessee shall coordinate pickup and drop-off with Lessor and shall not use a carrier that Lessor reasonably rejects as unsafe, unsuitable, or unable to satisfy Lessor’s packaging, security, or delivery requirements. Shipment delays and Lessor’s failure to give notice of delay are governed by Section 14. Upon receipt, Lessee shall immediately inspect the Equipment for shortages, damage, serial-number discrepancies, and nonconformity, preserve the packaging and delivery records, and shall notify Lessor, in writing, within twenty-four (24) hours after receipt of any claimed shortage, damage, or nonconformity of Equipment, with reasonable supporting detail and photographs if requested by Lessor; absent timely written notice, Lessee will be deemed to have accepted the Equipment in good condition, complete, and in conformity with this Rental Agreement.

4. RISK OF LOSS AND INSURANCE. Lessee shall bear all risk of loss, theft, confiscation, seizure, damage, destruction, contamination, and casualty to the Equipment from the moment at which the Equipment leaves Lessor’s facility until the end of the Chargeable Rental Period, including while in transit, storage, or at any jobsite or third-party premises, as further provided in Section 3. Lessee shall, at its own expense, obtain and maintain insurance covering the Equipment for not less than its full replacement value as determined by Lessor against all risks of physical loss or damage, including inland-marine or equivalent coverage for off-premises and transit risks, and commercial general liability, property damage liability, automobile liability, workers’ compensation, and other insurance reasonably required by Lessor, in amounts and with carriers reasonably acceptable to Lessor. Each policy shall name Lessor and its assigns as additional insureds, as applicable, and as loss payees with respect to the Equipment, shall be primary and non-contributory, shall include a waiver of subrogation in favor of Lessor and its assigns, and shall provide for prior notice of cancellation or material change to the extent available. Lessee shall furnish certificates, endorsements, and other satisfactory proof of coverage before shipment, upon renewal, and at any other time upon Lessor’s request. Failure to provide required evidence of insurance permits Lessor to withhold shipment or procure coverage at Lessee’s expense and is subject to the three (3) business-day assurance and default mechanism in Section 10(H). Failure to maintain required insurance or any lapse or cancellation of required coverage is an immediate default. Lessee shall promptly notify Lessor of any loss, damage, theft, seizure, or casualty and shall cooperate in adjustment and recovery. Lessee shall not be relieved of any obligation under this Rental Agreement by any loss, damage, destruction, theft, casualty, or insurance proceeds, and any insurance proceeds shall be applied as provided in Section 11(G).

5. USE; MAINTENANCE; RETURN. Lessee shall use the Equipment only for its intended purpose, in a careful and lawful manner, by qualified, trained, and authorized personnel, and in compliance with all applicable laws, manufacturer instructions, industry standards, safety requirements, export controls, sanctions, customs requirements, anti-bribery requirements, federal contracting requirements, and Lessor’s written instructions. Lessee shall maintain records reasonably sufficient to identify the Equipment’s location(s), user(s), operating conditions, impacts, overloads, alarms, contamination, repairs, and calibration-related events, and shall provide those records to Lessor upon request. Lessor may inspect, test, and photograph the Equipment and its location(s) while the Equipment is in Lessee’s possession or otherwise subject to the Chargeable Rental Period upon providing Lessee with reasonable prior notice, or immediately if Lessor reasonably believes (in its sole discretion) the Equipment or any person is at risk. Lessee shall not misuse, overload, modify, alter, reverse engineer, or connect unauthorized accessories to the Equipment, or remove, conceal, or deface any serial number, ownership marking, calibration seal, safety notice, or warning label. Lessee shall not move or permit the Equipment to be moved outside the location, project site, or environment approved by Lessor without Lessor’s prior written consent. Lessee shall not use the Equipment in any hazardous, explosive, radioactive, corrosive, wet, dusty, high-vibration, high-magnetic, electromagnetic-interference, vacuum, clean-room, outdoor, or extreme-temperature or humidity environment, or near any chemical or process that may affect the Equipment, its safety, or measurement accuracy, unless Lessor has approved that use in writing and Lessee has satisfied any conditions imposed by Lessor. Lessee shall use required supports, grounding, power, environmental controls, protective enclosures, and handling procedures, shall replace consumables as needed (such as batteries), and shall keep the Equipment clean and protected from loss, damage, and contamination.

Lessee shall immediately stop using the Equipment and notify Lessor if it is dropped, impacted, overloaded, contaminated, exposed to an unapproved condition, malfunctions, or may have suffered any loss of calibration or measurement integrity, and shall not resume use until released by Lessor or a Lessor-approved Equipment service provider. Lessee shall not perform or permit any maintenance, repair, adjustment, opening, disassembly, calibration, or recalibration of the Equipment; only Lessor or a service provider approved in writing by Lessor may inspect, test, repair, adjust, calibrate, or recalibrate it, and all resulting costs or unauthorized work shall be borne by Lessee. Lessee shall verify the Equipment’s calibration status and suitability before each use and as otherwise required for its application. Any calibration certificate, inspection report, or test result states the condition of the Equipment only as of the stated date and is not a warranty of future accuracy, fitness, or performance; Lessee is solely responsible for its measurement methods, acceptance criteria, data, and decisions based on Equipment outputs. Lessee shall not export, reexport, transfer, or permit access to the Equipment, software, firmware, or technical data except in compliance with applicable export controls, sanctions, customs, and end-use restrictions, and shall provide information or certifications requested by Lessor. Any software or firmware supplied with the Equipment is licensed, not sold, solely for temporary use with the Equipment, and may not be copied, modified, reverse engineered, circumvented, sublicensed, or made available to any third parties. Lessee shall not place personal, classified, export-controlled, or other sensitive data on the Equipment or its software without Lessor’s prior written approval, shall maintain appropriate access controls, and shall back up and remove its data before return; Lessor may reset, erase, or reconfigure the Equipment in connection with inspection, service, or return and shall not be responsible for resulting data loss to the maximum extent permitted by law. At the end of the Scheduled Rental Term or upon earlier demand permitted under this Rental Agreement, Lessee shall return the Equipment to Lessor, at Lessee’s sole cost and risk, complete with all accessories, manuals, parts, and components, clean, decontaminated, properly packed, and in the same operating order and condition in which received, ordinary wear and tear excepted. Lessee shall provide any decontamination or safety certification requested by Lessor, and Lessor may refuse delivery or defer acceptance of Equipment that is unsafe, contaminated, incomplete, or improperly packed. All rental charges and other applicable charges continue through the end of the Chargeable Rental Period. Lessee shall be responsible for all inspection, testing, repair, recalibration, certification, cleaning, decontamination, replacement, packaging, shipping, and other restoration costs necessary to return the Equipment to the required condition (collectively, “Restoration Costs”), plus an administration charge of fifteen percent (15%) of the sum total amount of such costs. Loss of calibration, accuracy, traceability, or measurement integrity is not ordinary wear and tear. If the Equipment becomes disabled, Lessor is not obligated to furnish substitute Equipment except to the extent a substitute or other remedy is required by applicable law and cannot be waived, and any such nonwaivable remedy is subject to Section 7. Subject to the foregoing, Lessor shall not be liable for special, incidental, indirect, punitive, exemplary, or consequential damages resulting from such disablement or any other matter arising under this Rental Agreement.

6. TITLE; PERSONAL PROPERTY; TRUE LEASE. The Equipment, all accessories, components, replacements, attachments, and proceeds thereof shall at all times remain the sole and exclusive property of Lessor, and Lessee shall have only the right to possess and use the Equipment during the Scheduled Rental Term in accordance with this Rental Agreement. The Parties intend this Rental Agreement to constitute a true lease under applicable law, including Missouri law and Article 2A of the Uniform Commercial Code to the extent applicable, and not a sale, conditional sale, financing arrangement, loan, security agreement, or lease intended as security. Nothing in this Rental Agreement is intended to waive any right or requirement that applicable law makes nonwaivable. If any court nevertheless recharacterizes the transaction, Lessor shall retain, to the maximum extent permitted by law, all rights and remedies available to an owner, lessor, or secured party, and Lessee, by executing the Rental Agreement with Lessor, grants and authorizes any precautionary filing or security interest in its leasehold rights and proceeds reasonably necessary to protect Lessor’s interests without changing the Parties’ primary intent. Lessee shall acquire no title, ownership interest, equity, or other property interest in the Equipment, and there is no bargain purchase option, nominal purchase option, automatic transfer of ownership, or obligation of Lessee to purchase or renew for the remaining economic life of the Equipment. Lessee shall protect and defend, at its own expense, Lessor’s ownership, title, and residual interest in the Equipment against all claims, liens, encumbrances, levies, attachments, and interests of third parties and shall keep the Equipment free and clear of all such claims. Lessee shall promptly notify Lessor of any threatened claim, levy, attachment, lien, or attempted filing and shall identify Lessor’s ownership to any landlord, mortgagee, creditor, or other person with an interest in premises where the Equipment is located. The Equipment is and shall remain personal property and shall not become part of any real estate, regardless of affixation. Any precautionary filing or other notice filed by Lessor shall be solely to protect Lessor’s ownership and residual interest and shall not evidence any intent to create a security interest except to the extent necessary if the transaction is recharacterized under applicable law.

7. WARRANTIES; DISCLAIMER; LIMITATION OF LIABILITY. LESSEE ACKNOWLEDGES THAT IT HAS SELECTED THE EQUIPMENT BASED ON ITS OWN JUDGMENT AND THAT, ABSENT TIMELY WRITTEN NOTICE UNDER SECTION 3, IT WILL BE DEEMED TO HAVE INSPECTED AND ACCEPTED THE EQUIPMENT, AND THAT THE EQUIPMENT IS RENTED “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS.” Lessee is solely responsible for selecting, specifying, validating, installing, operating, and using the Equipment and for determining whether it is suitable for Lessee’s application, environment, measurement method, safety requirements, and regulatory obligations. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LESSOR MAKES NO, AND HEREBY DISCLAIMS ALL, EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS, CONDITIONS, OR GUARANTEES OF ANY KIND, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, DESIGN, CONDITION, QUALITY, CAPACITY, PERFORMANCE, DURABILITY, SUITABILITY, COMPLIANCE, OR ABSENCE OF DEFECTS, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. Nothing in this disclaimer disclaims, transfers, or limits Lessor’s ownership, title, residual interest, or right to lease the Equipment as provided in Section 6. Without limiting the foregoing, Lessor does not warrant that any measurement, calibration, output, software, data, or result will meet Lessee’s requirements or be accurate for any particular application, and Lessee shall independently validate the Equipment and its results. No calibration certificate, inspection, test, measurement, or output creates a warranty or relieves Lessee of its obligations. No defect, malfunction, nonperformance, interruption of use, loss of possession, casualty, repair, replacement, or dispute shall relieve Lessee of its obligation to pay rent and perform its obligations under this Rental Agreement. If an implied warranty or remedy cannot be disclaimed under applicable law, it shall be limited, at Lessor’s option, to repair, recalibration, replacement, or refund of the affected rental charge, and only after Lessee gives prompt written notice and makes the Equipment available for inspection. In no event shall Lessor be liable for special, incidental, indirect, consequential, punitive, exemplary, lost profit, lost revenue, loss of use, loss of business opportunity, or similar damages, whether arising in contract, tort, warranty, strict liability, or otherwise, even if advised of the possibility of such damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LESSOR’S TOTAL AGGREGATE LIABILITY UNDER THIS RENTAL AGREEMENT, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, INDEMNITY, OR OTHERWISE, AND FOR ANY AND ALL CLAIMS, LOSSES, COSTS, OR DAMAGES OF ANY NATURE WHATSOEVER, SHALL NOT EXCEED THE TOTAL RENTAL PAYMENTS ACTUALLY PAID OR PAYABLE BY LESSEE TO LESSOR UNDER THE APPLICABLE RENTAL AGREEMENT, OR, IF GREATER, AN AMOUNT EQUAL TO TWO TIMES (2X) THE TOTAL RENTAL CHARGES UNDER THE APPLICABLE RENTAL AGREEMENT (THE “LIABILITY CAP”). This limitation of total aggregate liability is cumulative with, and not in lieu of, the exclusion of special, incidental, indirect, consequential, punitive, exemplary, and similar damages set forth above, and both limitations shall be given maximum effect under applicable law.

8. ASSIGNMENT AND SUBLEASE. Lessee shall not assign, delegate, transfer, pledge, encumber, sublease, lend, license, or otherwise permit any third party, affiliate, customer, contractor, carrier, or other person to possess, use, operate, access, or control the Equipment, or any rights or obligations under this Rental Agreement, without Lessor’s prior written consent, which Lessor may grant, condition, or withhold in its sole discretion. Lessee shall comply with, and shall not circumvent, the Equipment location, movement, access, export, import, transfer, and third-party possession restrictions in Section 5. Any attempted assignment, sublease, transfer, delegation, pledge, encumbrance, or other disposition in violation of this Section or Section 5 shall be void and shall constitute an immediate default. Lessor may assign, sell, pledge, grant a security interest in, or otherwise transfer this Rental Agreement, the Rental Payment Amounts, the Equipment, Lessor’s residual interest, or any related rights or proceeds without notice to or consent of Lessee, and any assignee or financing party may enforce the rights assigned to it. Lessee shall execute and deliver any acknowledgments or other documents reasonably requested by Lessor or its assignee to evidence any permitted assignment by Lessor.

9. INDEMNITY. Lessee hereby assumes all risk and liability arising from or pertaining to the Equipment and Lessee’s shipment, receipt, possession, storage, selection, use, operation, maintenance, repair, return, or failure to return the Equipment, including any misuse, prohibited environment, contamination, loss of calibration or measurement integrity, data or cybersecurity event, export or sanctions violation, or other compliance failure. Lessee shall indemnify, defend, protect, and hold harmless Lessor, its assigns, affiliates, successors, and their respective directors, officers, employees, agents, representatives, insurers, and financing parties from and against all losses, claims, demands, actions, causes of action, damages, liabilities, fines, penalties, taxes, liens, costs, and expenses, including reasonable attorneys’ fees and court costs, Restoration Costs, and other reasonable enforcement, recovery, or restoration expenses, arising out of or relating to any of the foregoing, any bodily injury, death, property damage, contamination, or measurement-related claim involving the Equipment, any breach of this Rental Agreement by Lessee, or any violation of law by Lessee, except to the extent finally determined to have resulted from Lessor’s gross negligence or willful misconduct. The obligations in this Section are independent of Lessee’s insurance obligations, are not limited by insurance proceeds, and shall continue in full force and effect notwithstanding the expiration or termination of this Rental Agreement.

10. DEFAULT. Lessee shall be deemed in default hereunder if it:
     (A) Fails to pay any Rental Payment Amount or other sum payable hereunder when due, whether by acceleration or otherwise;
     (B) Fails to observe or perform any non-payment obligation under this Rental Agreement and such failure, if capable of cure, continues for ten (10) calendar days after notice from Lessor; provided that no cure period shall apply to any unauthorized assignment, sublease, transfer, lien, encumbrance, relocation, misuse, use in a prohibited environment, unauthorized modification or service, compromise of calibration or measurement integrity, lapse or cancellation of required insurance coverage, failure to maintain or protect the Equipment, violation of a safety obligation that creates an imminent risk to persons or the Equipment, or failure to return the Equipment when required;
     (C) Dissolves, liquidates, terminates, suspends business, becomes insolvent, makes an assignment for the benefit of creditors, consents to the appointment of a trustee, custodian, or receiver, or fails to obtain dismissal of any bankruptcy, reorganization, receivership, insolvency, or similar proceeding within thirty (30) days after commencement thereof;
     (D) Makes any representation, warranty, statement, certificate, or other information furnished to Lessor that is false, misleading, or incomplete in any material respect when made;
     (E) Suffers any loss, theft, destruction, confiscation, seizure, damage, casualty, lien, levy, attachment, or other claim affecting the Equipment and does not immediately notify Lessor and satisfy all related obligations under this Rental Agreement;
     (F) Abandons the Equipment, conceals the Equipment, denies Lessor access to inspect or repossess the Equipment when permitted, or otherwise impairs Lessor’s ownership, title, residual interest, or right to possession; or
     (G) Defaults under any other agreement with Lessor or any Lessor affiliate.
     (H) Fails to provide, within three (3) business days after Lessor’s request, reasonable assurance of future performance, financial information, a required deposit, insurance evidence, or other security requested by Lessor under Sections 1 or 4, whether as a condition to shipment or continued performance or because of overdue amounts, changed credit circumstances, missing documentation, or other reasonable grounds for insecurity; or
      (I) Violates any export, import, transfer, access, sanctions, customs, anti-bribery, federal contracting, or other compliance restriction in Section 5, or fails to provide any end-user, location, compliance, or other information or certification required under Section 5.
In the event of a default by Lessee, Lessor may, without notice except as expressly required by applicable law and without waiving any other right it may have at law, in equity, under the Uniform Commercial Code, or under this Rental Agreement, suspend performance, require adequate assurance, and exercise any one or more of the remedies listed in Section 11 hereof, all of which shall be cumulative.

11. REMEDIES. Lessor may, subject to any notice, cure, mitigation, and other requirements that applicable law makes nonwaivable, in the event of Lessee’s default, exercise any one or more of the following remedies without election of remedies and without waiving any other rights or remedies:
     (A) Immediately terminate this Rental Agreement for any or all items of Equipment rented from Lessor and cease any further performance, delivery, service, or support;
     (B) Declare immediately due and payable, to the maximum extent permitted by applicable law, all accrued and unpaid Rental Payment Amounts and other sums, the present value of Rental Payment Amounts and other sums payable for the remainder of the Scheduled Rental Term, less net amounts actually received from re-rental, sale, or other disposition of the Equipment, the replacement value or stipulated loss value of any lost, stolen, destroyed, unrecovered, or irreparably damaged Equipment, and all other amounts necessary to put Lessor in the position it would have occupied had Lessee fully performed, without double recovery. Any amount stated as liquidated damages is intended as a reasonable estimate of Lessor’s anticipated loss and not as a penalty; if a liquidated-damages amount is unenforceable, Lessor may recover actual damages and all other amounts permitted by law;
     (C) Proceed by court action or other lawful process to enforce performance by Lessee, recover damages for breach, recover possession of the Equipment, obtain specific performance, injunctive, equitable, or declaratory relief, or protect Lessor’s ownership, title, residual interest, and other rights in the Equipment;
     (D) Require Lessee, at Lessee’s expense and risk, to assemble, pack, insure, and return the Equipment promptly to Lessor at the location designated by Lessor; all rent and other applicable amounts continue through the end of the Chargeable Rental Period, and such return shall not be deemed an automatic termination of this Rental Agreement or a waiver of any claim;
     (E) To the extent permitted by applicable law, enter any premises where the Equipment may be located and take possession of, disable, render unusable, or remove the Equipment, with or without judicial process, provided Lessor does not breach the peace; Lessee shall not obstruct, conceal, move, or impair such recovery and shall obtain any access or landlord cooperation reasonably requested by Lessor;
     (F) Recover from Lessee all costs and expenses incurred by Lessor in enforcing this Rental Agreement or in locating, recovering, transporting, storing, restoring, remarketing, or disposing of the Equipment, including Restoration Costs, reasonable attorneys’ fees, court costs, collection costs, costs of experts and agents, and costs of data erasure or restoration, without double recovery;
     (G) Apply, retain, or set off any deposit, prepaid rent, insurance proceeds, sale proceeds, or other amounts held by or payable to Lessor against any obligations owed by Lessee, including, with respect to insurance proceeds, as Lessor elects to repair or replace the Equipment or satisfy Lessee’s obligations, without limiting Lessee’s liability for any deficiency or requiring Lessor to first pursue any other source of recovery; and
     (H) Exercise any other right or remedy available under this Rental Agreement, applicable law, equity, or the Uniform Commercial Code, and no remedy shall be exclusive unless expressly stated to be exclusive in a signed writing by Lessor.
     (I) Charge rent and other applicable amounts, at the highest applicable rate, for each day or billing period that the Equipment remains in Lessee’s possession after expiration of the Scheduled Rental Term, any required return date, or Lessor’s demand for return, and, in all events, through the end of the Chargeable Rental Period, without waiving termination, repossession, damages, or any other remedy.

12. GOVERNING LAW. This Rental Agreement and all rights herein shall be deemed to have been entered into by the Parties in Kansas City, Missouri, and shall be construed according to the laws of Missouri, including Article 2A of the Uniform Commercial Code as adopted in Missouri to the extent applicable, without giving effect to the choice-of-law principles thereof. The Parties do not intend to waive any notice, consent, remedy, or other requirement that applicable law makes non-waivable; any such requirement shall apply only to the extent required, and the remaining provisions and remedies shall be enforced to the maximum extent permitted by law. Lessee irrevocably submits to the exclusive jurisdiction and venue of the state and federal courts located in Jackson County, Missouri, for any action arising out of or relating to this Rental Agreement or the Equipment, and Lessee waives any objection based on forum non-conveniens, improper venue, or lack of personal jurisdiction. EACH PARTY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS RENTAL AGREEMENT OR THE EQUIPMENT.

13. ENTIRE AGREEMENT; SURVIVAL. The Rental Agreement consists of these Terms and Conditions, together with the applicable quote, order acknowledgment, invoice, or other document issued by Lessor that identifies the Equipment, Scheduled Rental Term, Rental Payment Amounts, or other applicable charges, and any other writing signed by Lessor that expressly states that it is part of the Rental Agreement. These documents constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede any and all earlier expressions of intent or understanding with respect to such subject matter. Any purchase order, Equipment rental order form, portal term, vendor form, or other document issued by Lessee is for administrative convenience only; any term in such document that conflicts with, contradicts, adds to, removes from, or otherwise varies the Rental Agreement is rejected and shall not bind Lessor unless expressly accepted in a writing signed and dated by an authorized representative of Lessor. Lessor’s shipment, delivery, performance, acceptance of payment, or failure to object to any Lessee document or term shall not constitute such acceptance. No modification of this Rental Agreement shall be binding upon either Party unless made in writing and signed by authorized representatives of both Parties; provided, however, that Lessor may establish, change, or withdraw credit terms, require payment before shipment or any deposit, credit assurance, insurance, or other security, suspend performance, require adequate assurance, or exercise any remedy under Sections 1, 10, or 11 by written notice or as otherwise permitted by this Rental Agreement, and no such action shall be deemed a bilateral modification or impair any right or remedy of Lessor. Any terms that by their nature should survive expiration or termination of this Rental Agreement, including payment, deposits, taxes, risk of loss, insurance, return, inspection, calibration, data and software restrictions, title, warranty disclaimers, limitation of liability, indemnity, compliance obligations, remedies, governing law, venue, and jury waiver, shall survive such expiration or termination.

14. MISCELLANEOUS. No failure or delay by either party in exercising any right, power, or remedy under this Rental Agreement or applicable law shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No course of dealing, course of performance, acceptance of late payment, acceptance of a return, or failure to enforce any provision on one occasion shall modify this Rental Agreement or waive future enforcement. If any provision of this Rental Agreement, or the application thereof to any person or circumstance, is held to be invalid, illegal, void, or unenforceable, such provision shall be ineffective only to the extent of such invalidity, illegality, voidness, or unenforceability and shall be enforced to the maximum extent permitted by applicable law, and the remaining provisions of this Rental Agreement shall remain in full force and effect. Lessee and Lessor are independent contracting Parties, and nothing herein creates an agency, partnership, joint venture, fiduciary relationship, or third-party-beneficiary right. Headings are for convenience only. Any notice required under this Rental Agreement shall be in writing and delivered to the address or email address stated in the applicable quote, invoice, or order record, or to an updated address designated in writing; an electronic notice is effective when sent unless the sender receives a failed-delivery notice. This Rental Agreement may be executed in counterparts and by electronic signature or electronic acceptance, each of which shall be deemed an original and together constitute one instrument. Lessor shall not be liable for delay or failure to perform, or for failure to give notice of delay, caused by events beyond its reasonable control, including carrier delay, supply interruption, labor dispute, governmental action, natural disaster, cyber event, or other force majeure event, but no such event excuses Lessee’s payment, insurance, risk-of-loss, protection, restoration, or return obligations.

15. CONFIDENTIALITY. Lessee agrees it shall maintain the confidentiality of the Rental Agreement and any Proprietary Information (as defined below) obtained by Lessee in connection therewith, and such confidentiality shall survive the expiration or termination of the Rental Agreement. As used herein, the term “Lessor Protected Parties” means Lessor, its affiliates, successors, assigns, and their respective directors, officers, employees, agents, representatives, insurers, and financing parties. The term “Proprietary Information” means any and all nonpublic information that Lessee acquires from or on behalf of any Lessor Protected Party, or that arises out of or relates to the Rental Agreement, the Equipment, or the operations, business, technology, pricing, customers, or affairs of Lessor or any Lessor Protected Party, including the terms of the Rental Agreement, whether written, electronic, oral, visual, or in any other form. Lessee shall hold confidential and shall not use or disclose, and will cause its employees, officers, directors, managers, partners, affiliates, and other representatives (collectively, the “Representatives”) to hold confidential and not use or disclose, all Proprietary Information, and shall only disclose the Proprietary Information to such of its Representatives with a “need to know” such information. At any time, upon the request of Lessor, and in any event upon the earlier of (i) expiration or termination of the Rental Agreement, (ii) expiration of the Scheduled Rental Term, or (iii) the end of Lessee’s authorized possession or use of the Equipment, Lessee shall return to Lessor all such Proprietary Information, including, without limitation, all written and electronic copies thereof, all storage devices on which any Proprietary Information is stored, and all other materials containing or incorporating any Proprietary Information, including any and all excerpts, parts, portions, transcriptions, copies, facsimiles, and reproductions of any Proprietary Information.

IN WITNESS HEREOF, by signing below, the Lessee acknowledges and agrees to these Terms and Conditions.

LESSEE:
ADD COMPANY OR INDIVIDUAL’S NAME HERE
Signature: /s/_______________________________________
Printed Name: _____________________________________
Title: _______________________________________________
Date: ________ __ , 202___

Return via fax: 816.241.1945 or sign, scan and attach to email response.