Tyler Equipment Corporation Terms and Conditions

PARTS TERMS AND CONDITIONS:

Parts returns must be within 15 days of invoice, must have our authorization, received by us, freight prepaid, in the original condition, and will be credited at price billed less 15% handling charge. Hoses, seals, electrical, and certain other parts are non-returnable. We are not responsible for delays or damage after merchandise is accepted for delivery by transportation company.

Adjustment or claims will not be considered unless made within 15 days from date of invoice.

Finance charges at the legally allowable rate will be charged on past due accounts. The purchaser agrees to pay all costs of collection including reasonable attorney fees.

EQUIPMENT TERMS AND CONDITIONS:

Claims for damages and shortages can be considered only when made within 10 days after receipt of shipment. Our responsibility ceases upon receipt from the transportation company. This company is not liable for loss or damage arising from non-fulfillment of contract by reason of accidents, fires, strikes, transportation, delays or other causes beyond itis control. It specifically disclaims liability for direct or indirect, or consequential damages or delay resulting from any defects. Interest at the legal rate allowed by law may be charged on past due accounts.

SALES PROPOSAL TERMS AND CONDITIONS

All goods and services to be furnished by Tyler Equipment Corporation (“Company”) are governed by these standard terms and conditions, and every agreement or other undertaking by the Company is expressly conditioned on assent hereto by the buyer of the company’s goods and services (“Customer”). Products described in the Proposal can only be ordered on the company’s order for sale form. All such offers arc subject to approval and acceptance by the Company. All quotations expire after the period specified in the Proposal, unless extended in writing by the Company. These standard terms and conditions may be varied only by a typed or legibly written notation on the face of this Proposal. THE COMPANY IS NOT BOUND TO FURNISH THE GOODS OR SERVICES EXCEPT IN ACCORDANCF WITH THE TERMS OF THIS PROPOSAL and/or THE ORDER FOR SALE.

1. Price/Delivery Terms – Unless otherwise provided in the Proposal, price and delivery terms are Free on Board (FOB) the nearest Company facility and does not include sales, use, excise, or other taxes. Appropriate taxes will be charged unless the Company has a properly executed exemption certificate. The Company may, at its option, make partial shipments and invoice for the same appropriately.
2. Payment – Unless otherwise provided in writing in this Proposal and on the Order for Sale, payment must be made at the time of delivery of the goods or completion of the services rendered. Title to any goods delivered shall remain with the company until full payment is made. In the event the Customer withholds for any reason any amount due to the Company, the Company may immediately and without notice take possession of the goods.
3. Force Majeure – Company and Customer assume the non-occurrance of the following contingencies which, without limitation, might render performance by Company impractical; strikes. riots, fires, war, late of non-delivery by suppliers to Company, and all other contingencies beyond reasonable control of the Company.
4. Governing Law – The Uniform Commercial Code as enacted in the Commonwealth of Massachusetts shall govern all sale transactions to which these standard terms and conditions supply.

PARTS ORDER -TERMS AND CONDITIONS

Parts returns must be within 15 days of invoice, must have our authorization, received by us, freight prepaid, in the original condition, and will be credited at price billed less 15% handling charge. Hoses, seals, electrical, and certain other parts are non-returnable. We are not responsible for delays or damage after merchandise is accepted for delivery by transportation company.

Adjustment or claims will not be considered unless made within 15 days from date of invoice.

The purchaser represents and acknowledges that they have inspected the goods, merchandise, and equipment sold hereunder, finds the same to be in a satisfactory condition, properly operating and fit for the use intended by the purchaser. Title to the goods, merchandise, and equipment shall remain with Tyler Equipment Corporation until the total price has been paid-in-full. The purchaser agrees to pay a finance charge not exceeding the legally allowable rate on amounts not paid within thirty (30) days following the date of the sale of such goods, services, merchandise, and equipment. In the event of default on any payments due Tyler Equipment Corporation, no further charges for purchases will be allowed. Returned parts must be accompanied by the original packing list or invoice and are subject to a 25% handling charge. Claims for shortages must be made within (5) days. Purchaser agrees to pay all costs of collection including attorney fees.

Limitation of Purchaser’s Remedies: The purchaser’s remedies, in the event of any claim made by the purchaser against Tyler Equipment Corporation with respect to the goods, merchandise and equipment sold hereunder, shall be limited to a return of such goods, merchandise, and equipment and repayment of the purchase price therefore less restocking charge, or to repair and replace non-conforming goods, merchandise and equipment. No consequential damages shall be permitted against Tyler Equipment Corporation in connection with the sale or the use of the goods, merchandise and equipment sold hereunder.

Indemnification: Purchaser agrees to indemnify and hold harmless Tyler Equipment Corporation from and against any and all liability, suits, claims, demands, and actions and costs and expenses, including reasonable attorney fees, claimed against Tyler Equipment Corporation in favor of agents, employees, or any other persons for services, parts, equipment, supplies, goods, and merchandise furnished hereunder except for the replacement costs thereof as set forth above or parts, merchandise or equipment supplied by Tyler Equipment Corporation which has been expressly warranted in writing.

Miscellaneous: Backorder items will be shipped as soon as available.

This is a Massachusetts contract and shall be interpreted under its laws. The undersigned hereby submits himself/herself/itself to the non-exclusive personal jurisdiction of Massachusetts and consents to be sued in Massachusetts and further agrees that any litigation brought against Tyler Equipment Corporation must be brought in a Massachusetts State Court.

Rental Agreement Terms and Conditions

1. Cost of Insurance and Other Benefits: The Customer shall carry and maintain at its own expense insurance unconditionally covering liability and personal injury property damage resulting from the operation of the equipment and covering damage to the equipment from fire, theft, or such other eventuality. The liability policy shall be in the amount of not less than $1,000,000 per incident and $2,000,000 aggregate. The fire and theft policy shall be written on a comprehensive basis for not less than the amount listed above. Evidence of insurance with a minimum 10 day cancellation notice shall be given to Tyler Equipment Corporation at the time this agreement is executed.

It is expressly understood by the parties to this rental agreement that it is the intent of the Parties that any insurance obtained by Tyler Equipment Corporation is deemed excess, non-contributory and not co-primary in relation to the coverage(s) procured by the customer.

Tyler Equipment Corporation, along with their respective officers, agents, and employees, shall be named as additional insureds on the Customer’s Insurance Policy, which must be primary and noncontributory with respect to the additional insured’s.

To the fullest extent permitted by state law, a Waiver of Subrogation Clause shall be added to the customer’s insurance policies in favor of Tyler Equipment Corporation.

2. Shipment of Equipment: On local rentals, the rental period shall begin on and include the date of shipment to the Customer and shall end on and include the date of return to Tyler Equipment’s warehouse or receiving point, subject to provisions of minimum rental period. On out-of-town shipments, the rental period shall begin on and include the date of bill of lading of shipment to the Customer and shall end on and include the date of return to Tyler Equipment’s warehouse, subject to provisions of minimum rental period. If equipment is kept longer than the specified minimum rental period, the rental will then be invoiced on a pro-rata basis. The Customer agrees to return said property in as good condition as when received to the storage yard of Tyler Equipment, or receiving point designated by Tyler Equipment, usual and ordinary wear and tear excepted and to pay all freight, demurrage, storage, switching , drayage, trackage or other charges against said equipment from the time the same shall leave the storage yard of said Tyler Equipment up to and including the time or its return to said storage yard or other place of return agreed upon.
3. Condition on Delivery: Tyler Equipment shall use reasonable care to see that the equipment is in proper working condition before shipment to Customer. The receipt and acceptance by the Customer of said equipment shall constitute acknowledgement that said property has been accepted and found in good, sale and serviceable condition, and fit for use, unless the Customer makes claim to the contrary to Tyler Equipment by registered mail with return receipt demanded, addressed to the lessor’s home office within three days after receipt of said equipment. The complaint as made shall set forth in detail its complete nature and the condition of the property received.
4. Tire Wear: The Customer is liable for all tire costs in excess of normal wear. Normal tire wear is defined as even tread wear not exceeding 1/16″ tread usage per 100 operating hours. Cutting, gouging, burning, puncture, damage resulting from improper inflation, etc. are not considered normal wear. Tire wear in excess of normal will be charged back to the Customer at the rate of 5 of the existing full retread rate for each 1/16″ excess usage. Tires repaired by means of sections, plugs or other methods will not be acceptable.
5. Maintenance and Repair: The Customer agrees to maintain said machinery and equipment in the same condition as when delivered to it by Tyler Equipment, usual wear and tear excepted, and to pay all claims and damages arising from defects therein, or hum the use or handling of said machinery and equipment, whether from injuries to the person or property, and to pay for all damages to the equipment, except the usual and ordinary wear and tear, during the life of this contract.

In the event of accident to, or breakage of any part of the equipment Customer may have the same repaired by any competent person, firm or corporation at its own expense or, upon notice to Tyler Equipment as to such breakage or accident, Tyler Equipment may repair said machinery for the Customer, using reasonable diligence to make said repairs or replacement in the shortest possible time, and the Customer agrees to pay Tyler Equipment its regular charges for any material or labor furnished in making said repairs upon demand: in the event any work is done outside of Tyler Equipment’s regular hours, including work necessary by wear and tear, by reason of which Tyler Equipment shall be required to pay double time or other overtime charges to its employees, or to anyone doing the work for Customer, all such charges will be paid by the Customer to Tyler Equipment. Tyler Equipment may, at its option, refuse to do any repair work on the equipment in time of strike, or any other cause beyond its control, or in violation of any rule affecting the equipment.

6. Damage In Transit.

(a) Should any of the machinery, equipment, or appurtenances, be received and accepted by the Customer from any drayman, railroad company or any other earner transporting same, in a damaged condition, or with any of the machinery, equipment parts or appurtenances missing, it shall be the duty of the Customer to obtain from said drayman, railroad company or other carrier, a written acknowledgement of the damage or shortage. The failure on the part of the Customer to obtain such statement or acknowledgement upon its receipt and acceptance of said machinery, equipment, parts and appurtenances shall be treated as an acceptance of said machinery, equipment, parts and appurtenances in good, safe, serviceable condition and fit for use. Any damage or loss which has occurred and is not covered by a written acknowledgement or statement as aforesaid, or which occurs after acceptance of said property, shall be repaired and replaced at the expense of the Customer. If the machinery, equipment, parts or appurtenances are damaged or lost in transportation and the Customer furnishes to Tyler Equipment a written detailed acknowledgement and statement from the carrier setting forth the character of damage and loss. Tyler Equipment agrees to use reasonable diligence in having same repaired and said loss replaced within a reasonable time, but the equipment shall be deemed to have been delivered on date of acceptance thereof from carrier.

(b) In the event of notice to Tyler Equipment by the Customer that the equipment is not in good, safe and serviceable condition and fit for use upon its arrival. Tyler Equipment shall have the right to put said equipment in good, safe, and serviceable condition and fit for use, within a reasonable time, or to cancel this lease.

7. Remedy of Customer On Termination of Use. In the event the Customer accepts the machinery and equipment as herein provided, and thereafter the said machinery proves defective or unfit for use, because of accident or otherwise, or, if for any other reason Customer desires to discontinue the use of said machinery or equipment, the only remedy of Customer shall be to return the machinery to Tyler Equipment and terminate this contract as herein elsewhere provided, by paying all rental charges and other charges herein provided for, which in no event shall be less than the transportation charges on said machinery and equipment and minimum rental herein provided for.
8. Title. The title to the property herein contracted and to all replacements thereof or substitution thereof is and shall remain in Tyler Equipment and said machinery and equipment shall not become a part of any building, by being placed therein or by being annexed thereto. Where the equipment is annexed to any property, the Customer shall furnish Tyler Equipment with a landlord’s release, which shall permit Tyler Equipment to remove the equipment from said property at any time during the life of, or after the expiration of, this contract. Should the Customer be lax in obtaining said landlord’s release, Tyler Equipment reserves the right, and the Customer hereby grants permission to Tyler Equipment to obtain such release.
9. Remedy on Default. If the Customer violates any of the terms of this agreement, Tyler Equipment may immediately and without notice take possession of the Equipment and terminate this agreement, and any unpaid rental shall immediately become due and payable, at the option of Tyler Equipment. Upon termination for any cause, provided the Customer shall not have purchased and paid for the Equipment as hereinbefore provided, the Customer shall surrender the Equipment to Tyler Equipment in the condition required by paragraph 5 hereof. Tyler Equipment shall, have the right to enter the premises on which the Equipment is located, without notice or demand, and remove the Equipment without process of law; and the Customer hereby waives any action for trespass or damage therefor, and agrees that it shall not be entitled to any return or allowance for payments previously made hereunder. If any step is taken, by legal action or otherwise, by Tyler Equipment to recover possession of the Equipment or otherwise to enforce this agreement. the Customer shall pay to Tyler Equipment the equivalent of the money’s expended or charges incurred by Tyler Equipment in such behalf, including reasonable attorney’s fees.
10. Authority to Repossess. Customer agrees that if any of the rental provisions are violated and Tyler Equipment demands the return of the equipment this contract shall constitute authority to the watchman or other persons responsible for the equipment to deliver all or any part of the Equipment to Tyler Equipment or its agents.
11. Covenants of Customer. Customer agrees to pay Tyler Equipment the Rental Rate in advance for each time period for which the Rental Rate is slated. A Term of Rental of a month in this Rental Agreement is equal to four (4) weeks. The Rental Rate 1s based on Equipment usage on a single shift basis not to exceed one hundred sixty (160) hours per month or forty (40) hours per week during the term hereof, or on such other basis as may be specified above. In the event usage exceeds these limitations. Customer agrees to pay for any additional hours. In the event the equipment and machinery hereby contracted is in fact used for any period greater than that above limited without provision for additional compensation for overtime having been made, then overtime compensation shall forthwith be due Tyler Equipment at a rate equal to the pro rata hourly rate determined from the minimum term and minimum rental hereinbefore described.

(b) The Customer agrees to comply with and conform to all municipal, state, and federal laws relating to the operation of the machinery and to pay all licenses, registration fees, and all other costs and expenses of every character occasioned by or involving the use or operation of the machinery or equipment and to pay all legal assessments, taxes or public charges, either local, municipal, slate or federal, which may be levied upon said equipment while in the possession of the Customer.

(c) The Customer agrees to pay Tyler Equipment for all loss and damages occasioned to the Equipment by fire, theft, flood, accident, explosion, wreck, and act of God, intentional or unintentional act of any person, or any other causes that may occur during the life of this rental, and until such machinery has been returned into the possession of Tyler Equipment and accepted by it For the purpose of finding the valuation of said property in order to determine the loss, damage or injury thereto, it is agreed by the parties hereto that the value as hereinbefore slated shall be a true and just value forming a basis for such adjustment. In making such adjustment it is understood that no rentals theretofore paid or due shall apply to the payment of such loss.

(d) The Customer further agrees to Indemnify, defend, and hold harmless Tyler Equipment against any and all causes of loss, damage, expense, and penalty to the extent caused by any action on account of any Injury to a person or damage to property of any character whosoever occasioned by the operation, handling, or transportation of any of the equipment during the rental period and while said machinery and equipment is in the possession or under the care, custody, and control of the Customer.

(e) The Customer agrees, whenever requested by Tyler Equipment, to give Tyler Equipment the exact location of all of the machinery and equipment covered by this contract and further agrees to give Tyler Equipment immediate notice of any levy attempted upon said equipment, or if said equipment from any cause becomes liable to seizure, and to indemnify Tyler Equipment against all loss and damages caused by any such action. Tyler Equipment shall have the privilege at all times of entering any job, building or location where the above property is being used for the purpose of inspection and reserves the privilege of removing said machinery and equipment on twenty-four hours’ notice if it is being overloaded or taxed beyond its capacity or in any manner being abused or neglected.

(f) The equipment hereby contracted shall not be sublet without a written consent of Tyler Equipment nor shall said property be moved out of the state specified in this contract without written consent of Tyler Equipment.

(g) The Customer hereby agrees to pay all rentals when they are due and for all services and materials furnished and all damages and sums due Tyler Equipment under this contract as soon as the loss occurs or services are rendered or materials are furnished. The taking of notes, or renewals thereof, covering rentals herein specified shall not in any manner whatsoever change or invalidate the terms and conditions of this contract.

(h) The Customer will use the Equipment at all times in a workmanlike manner and in such manner as will not injure the same except by the ordinary wear and tear of such workmanlike use.

(i) The Customer will not remove, conceal, or otherwise interfere with the title or ownership plate of Tyler Equipment affixed to each item of equipment.

1. j) In the event Tyler Equipment shall desire to sell the Equipment to another purchaser, Tyler Equipment shall give the Customer seven (7) days prior written notice thereof, and if the Customer shall not exercise any option it may have to purchase the Equipment within such period, the Customer agrees to return the Equipment to Tyler Equipment upon Tyler Equipment’s providing to the Customer substantially equivalent Equipment, which shall thereafter be held by the Customer pursuant to all of the terms and conditions of the Rental Agreement and any supplement thereto.
2. Miscellaneous.

(a) Time is of the essence. This instrument contains all of the agreement of the parties. Customer acknowledges receipt of a copy hereof.

(b) Tyler Equipment’s rights (but not its obligations) under this agreement may be assigned to a third party (“Assignee”) without notice, When so assigned, the Assignee shall hold such rights free from any defense, setoff, or counterclaim of Customer. Upon receipt of written notice, Customer agrees to recognize any Assignee as the owner of all rights hereunder (including the right to receive payments) and to comply with the Assignee’s Instructions regarding the same. Customer acknowledges the Assignee has no obligations with respect to any service or warranty agreements respecting the equipment. Customer warrants this agreement is in full force and effect without offsets, claims, or defenses against Tyler Equipment.

This is a Massachusetts contract and shall be interpreted under its laws. The undersigned hereby submits himself/herself/itself to the non-exclusive personal jurisdiction of Massachusetts and consents to be sued in Massachusetts and further agrees that any litigation brought against Tyler Equipment Corporation must be brought in a Massachusetts State Court.