Payment
Rental Equipment (defined below) is rented monthly, and the Lessee agrees to pay for the use of the Rental Equipment rental(s) from the time the Rental Equipment is received by the Lessee (the “Bill Date”) until the Return Date. Lessee’s signature upon this Agreement and retaining the Equipment for at least three (3) days from receipt is acknowledgement that Rental Equipment is subject to this Agreement and the remaining rental payments are to be paid until unit(s) is/are returned to Lessor. Lessor shall invoice Lessee monthly with a list of the Rental Equipment leased to Lessee for the month which is the subject of the invoice. The below terms apply to Lessee’s rental of Rental Equipment (defined below) pursuant to applicable Rental Order in accordance with this Agreement.
“Rental Equipment” means any equipment, integrated hardware & software products and/or accessories that is shipped by Lessor to Lessee pursuant to a Rental Order and retained by Lessee for three (3) days from the date of receipt by Lessee. “Return Date” means the date any equipment shipped to Lessee by Lessor is actually received by Lessor after return from Lessee.
Rental Term
The “Rental Term” for Rental Equipment equals the time period from the “Bill Date” until the “Return Date”. Lessee shall have no other right, title or interest in the Rental Equipment. Lessee may terminate the Rental Term for a particular piece of Rental Equipment by returning the Rental Equipment to Lessor.
Monthly Rental
Lessee will pay the Monthly Rental stated in the Price List (“Monthly Rental”) for each unit of Rental Equipment from the Bill Date through the end of the applicable Rental Term. Lessee is not entitled to abate or reduce any Monthly Rental for any reason. Lessee will pay the Monthly Rate when due regardless of any existing or future setoff or claim that Lessee may assert. Additionally, Lessee will not assert setoff or counterclaim against Lessor, or its assignee, if Lessor or its assignee commences an action to collect any amount due under any Rental Order.
Risk of Loss
From the time Lessee receives delivery of Rental Equipment until Lessor accepts return delivery of Rental Equipment, Lessee will:
(i) be responsible for any loss, abuse or damage to Rental Equipment from any cause other than normal wear and tear,
(ii) obtain and maintain throughout the Rental Term All Risk Property Insurance in an amount equal to the full replacement value for Rental Equipment. Lessee will notify Lessor immediately of any such loss or damage and will continue to pay Monthly Rental: provided, however, that Lessor will reasonably cooperate with Lessee and Lessee’s insurer to promptly provide replacement Rental Equipment. In the event any Rental Equipment is lost, stolen, or damaged during any Rental Term, Lessee shall pay to Lessor the MME advertised value of the Rental Equipment and/or the cost to replace or repair the applicable Rental Equipment. Amounts due from Lessee to Lessor pursuant to this “Risk of Loss” Section shall be payable by Lessee within ten (10) days of demand by Lessor.
Personal Property
All Rental Equipment is Lessor’s personal property for all purposes. Lessee will not allow any Rental Equipment to become a fixture of real property. Lessee will take appropriate action as necessary to prevent any third party from acquiring any interest in Rental Equipment or the applicable Rental Order. In addition, to performing its obligations under this Agreement, Lessee will reimburse Lessor for any personal property tax imposed on Lessor as the Lessor. Lessee shall also reimburse Lessor for any loss or damage to the Rental Equipment during a Rental Term. Amounts due from Lessee to Lessor pursuant to this “Personal Property” Section shall be payable by Lessee within ten (10) days of demand by Lessor.
Use, Maintenance and Repair of Rental Equipment
Lessee will keep and use Rental Equipment per manufacturer guidelines. Rental Equipment shall not be loaned to or left with any third party or potential customer of Lessor and/or Lessee. Lessee will ensure that Lessee’s representatives are competent and duly qualified personnel to operate any Rental Equipment. Lessee will keep Rental Equipment in good condition and working order and will allow Lessor to make recommended OEM maintenance and OEM approved software updates upon reasonable request. Lessee will keep all Rental Equipment free-and- clear of all liens, adverse claims and encumbrances. No technician, other than ReNew Biomedical Services, LLC or Lessor’s approved service technician is authorized to perform maintenance, upgrades, or repairs on equipment owned by Lessor.
Return of Rental Equipment
If Lessee relinquishes possession of any Rental Equipment for any reason (including at the end of the Rental Term, then Lessee will: (i) promptly remove all medications, data, and Lessee property from such Rental Equipment without damaging such Rental Equipment; (ii) acknowledge receipt of any data device that Lessor removes from Rental Equipment and tenders to Lessee: and (iii) promptly and properly crate and ship all Rental Equipment & accessories listed on the applicable Rental Order to Lessor. The Rental Term for any Rental Equipment shall continue until the Rental Equipment is received by Lessor upon shipment from Lessee. Lessor shall inspect Rental Equipment upon receipt and shall notify Lessee within sixty (60) days of Lessor’s receipt of any damage to the returned Rental Equipment.
Assignment
Lessor may assign, transfer, grant a security interest in, or sell some or all of Lessor’s right to receive payments under this Agreement or any particular Rental Order or Rental Orders without Lessee’s consent (an “Assignment”). Upon an Assignment:
(i) Lessee will not hold any assignee liable for any Lessor obligation under the applicable Rental Order;
(ii) the rights of such assignee will not be subject to any claims, counterclaims, defenses or setoffs of any kind whatsoever;
(iii) Lessee will cooperate with and consent to an Assignment by executing and delivering documents and assurances that Lessor or its assignee reasonably requests;
(iv) Lessee will, if requested, make payments due under the applicable Rental Order directly to such assignee;
and (v) all of Lessee ‘s obligations will inure to the benefit of such assignee as well as to Lessor, and may be enforced by such assignee in its own name or by Lessor.
Lessee’s rights and interest under this Agreement and any Rental Order are not assignable without the express written consent of Lessor which consent may be withheld in Lessor’s sole and unlimited discretion.
Termination by Lessor.
Lessor may, in Lessor’s discretion, refuse any potential Rental Order requested by Lessee. Further, if Lessee fails to:
(i) pay any amount required by Monthly Rental upon any monthly invoice or
(ii) pay any other amounts due hereunder within ten (10) days of the demand for same by Lessor; or
(iii) correct any other non-compliance with this Agreement within (30) days after Lessor provides written notice to Lessee identifying such non-compliance, then Lessor may, terminate this Agreement immediately and in such event Lessee shall immediately return all Rental Equipment to Lessor and pay all amounts due to Lessor within ten (10) days of Lessor’s final invoice. Further, Lessor may cancel any particular Rental Order upon ten (10) days written notice, and in such event, Lessee shall return the Rental Equipment subject to the Rental Order to Lessor within ten (10) days of receipt of the termination notice as to that Rental Equipment.
Form of Payment
Master Medical Equipment payment preference is through an authorized automatic draft. Check payments shall be made out to Master Medical Equipment, 2345 Dr. FE Wright Drive, Jackson, TN 38305; otherwise, a charge will be applied to the authorized card on file.
Rental Orders
A Rental Order is an offer by Lessee to lease Rental Equipment from Lessor pursuant to the Terms of this Agreement and the applicable Pricing List. Rental Orders shall be made by
(i) phone or
(ii) by email from Lessee’s representative(s) to Lessor’s Rental Manager, or their designee.
The contract for a particular item of Rental Equipment is formed when Lessor ships the equipment to Lessee and Lessee does not return the equipment to Lessor within three (3) days. All Rental Orders shall be subject to the Price List in place at the time the equipment is shipped to Lessee. A Rental Order does not constitute an acceptance of any offer or proposal made by Lessee other than is expressly stated upon the applicable Price List and the terms provided in this Agreement. Any additional or different terms proposed by Lessee or Lessor in any quotation, acknowledgement, confirmation, invoice or in any other document transmitted by or between Lessor and Lessee in connection with a Rental Order (whether before or after the issuance of the Rental Order), are unacceptable to Lessor and are expressly rejected by Lessor, and are not part of this Agreement unless the Rental Manager of Lessor executes a written modification of this Agreement.,/p>
Costs of Collection
If Lessee shall fail to pay the full amount of any monthly invoice beyond payment terms, then in such event Lessee shall pay to Lessor, in addition to the full amount of the invoice a late fee of fifteen percent (15%) of the amount of the outstanding invoice. In the event that Lessor undertakes any efforts to collect outstanding invoices, then in such event Lessee shall pay to Lessor all of Lessor’s costs of collection including but not limited to the reasonable attorney fees of Lessor, whether or not suit is instituted, as well as all court costs and expenses.
Warranties
Lessor provides the Rental Equipment on an “as is” basis and makes no warranty, whether express or implied, rather all warranties are hereby expressly disclaimed including but not limited to any warranty of merchantability, fitness for a particular purpose or any warranty under the Uniform Commercial Code, all of which are expressly disclaimed.
Jurisdiction and Applicable Law
The laws of the State of Tennessee, excluding its conflict of laws principles, shall govern the interpretation and construction of this Agreement and every Rental Order and the rights and obligations of the parties hereunder. The state courts presiding in Madison County, Tennessee or the federal courts in the Western District of Tennessee, Eastern Division shall have exclusive jurisdiction of any controversy arising under or concerning this Agreement and any Rental Order and each party hereto irrevocably submits to the jurisdiction of such courts.
Waiver
Lessee hereby authorizes and accepts service of process and personal jurisdiction in any action against it by nationally recognized commercial courier services. LESSEE IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RENTAL ORDER. The United Nations Convention on Contracts for the International Sale of Products shall not apply to this Agreement or any Rental Order hereunder.
Insistence
Either party’s failure to insist on the performance by the other party of any term or failure to exercise any right or remedy reserved in this Agreement, or either party’s waiver of any breach or default hereunder by the other party shall not, thereafter, waive any other terms, conditions, rights, remedies, breaches or defaults, whether of the same or a similar type or not.
Severability
If any provision of this Agreement of any Rental Order, or portion of any provision, is declared or found to be unenforceable, the balance of this Agreement and/or the Rental Order or such provision shall be interpreted and enforced to the greatest extent possible as if the unenforceable provision or portion had never been a part hereof.
Interpretation
No provision may be construed against Lessor as the drafting party. Section headings are for convenience or reference only, and do not affect the meaning of this Agreement or any Rental Order.
Notices
Notices under this Agreement shall be given in writing only, delivered by electronic mail, registered or certified mail, return receipt requested, or by commercial courier, and shall be deemed given, if mailed, five (5) days after notice was deposited in the United States mail, postage pre-paid, and addressed to the party for whom intended at such party’s address as listed above, or if sent by commercial courier, upon confirmed delivery. Returns of Rental Equipment shall be made to the Lessor’s address as listed above.
Relationship of Parties
Lessor and Lessee are independently contracting parties and nothing in this Agreement or any Rental Order will make either party the employee, agent or legal representative of the other for any purpose. This Agreement does not grant either party any authority to assume or to create any obligation on behalf of or in the name of the other.
Indemnity
Lessee agrees to indemnify, defend and hold harmless Lessor from and against any and all loss, liability and/or claims of Lessee, its employees, representatives, contractors or those of any third party, arising out of the use and/or demonstration of any Rental Equipment during a Rental Term.