TERMS & CONDITIONS
THIS TERMS AND CONDITIONS AGREEMENT (this “Agreement”) is entered into by and between the Lessee and Company (collectively the “Parties”). Lessee agrees to each of the terms and conditions set forth below. Please read the following carefully as this constitutes a legal and binding agreement between the Parties.
- SCOPE OF TERMS
1.1 All contracts entered into by Company shall be governed by the terms and conditions contained herein (collectively the “Terms”). These Terms shall also apply to all future agreements even if they are not specifically agreed to again by Customer and/or Company. Deviations from these Terms is effective only if confirmed by Company in writing. Any terms proposed by Customer that are not accepted by Company in writing are not binding upon Company in any way.
- CONCLUSION OF THE CONTRACT & SUBJECT MATTER OF THE CONTRACT
2.1 Our price quotations are subject to change without notice. Verbal agreements, either in person or via telephone, shall be effective only if confirmed by Company in writing.
2.2. Documents relating to our price quotations, such as leaflets, illustrations, etc., shall be deemed only approximations as to fees and associated expenses unless expressly designated by Company as a binding and final offer.
- CONDITION OF THE RENTAL EQUIPMENT & NOTIFICATION OF DEFECTS
3.1. Company shall provide Customer with rental equipment (hereinafter the “Rental”) that is free from defects, cleaned and in an operational state.
3.2. Customer agrees to inspect the Rental for integrity upon receipt and to notify Company immediately in case any defect is detected. The cost of correcting any such defect on the Rental made available in a non-defect-free and non-operational state will be borne by Company.
3.3. Should the Rental be made available in a non-defect-free and non-operational state and should the duly notified defect not be rectified within a reasonable period of time by Company, Customer shall be entitled to rescind the lease contract or return the Rental in exchange for a non-defective item. The enforcement of other legal rights and/or the obligations of the Parties hereunder shall not be affected by this provision.
- DUTIES OF THE CUSTOMER
4.1. Customer agrees to properly follow the operating and service instructions and to have the Rental operated only by personnel with the required knowledge and skill, particularly in the operation of plasma systems working at high voltage, to operate the Rental effectively and safely. Any cost of damage caused by improper treatment of the Rental shall be reimbursed by Customer to Company.
4.2. Customer shall be liable for its own acts of willful intent and/or negligence and for any acts of willful intent and/or negligence of its employees, agents, contractors and/or any other third party entity and/or individual (collectively the “Representatives”) whose presence in the operating area of the Rental is attributable to the customer.
4.3 Use of the Rental. Customer agrees to solely use the Rental for its intended use, and use of the Rental by the Customer in a manner in which the Rental is not intended to be used shall forfeit any liability on the part of Company in any way. Customer will use the Rental in a good and careful manner and will comply with all of Company’s and/or the Rental’s manufacturer’s requirements and recommendations respecting the Rental, and with any applicable law, whether local, state or federal respecting the use of the Rental. Customer shall use the Rental for the purpose for which it was designed and not for any other purpose.
4.4 Taxes. Customer will report and pay all taxes, fees and charges associated with the Rental, with the use of the Rental, and with revenues and profits arising out of the use of the Rental, including, but not limited to, sales taxes, property taxes and license and registration fees (if applicable).
4.5 Indemnity. Customer will indemnify and hold harmless Company against any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including attorneys’ fees and costs, arising out of or related to Customer’s use of the Rental.
- CALCULATION OF THE RENTAL FEE
5.1. Calculation of the applicable rental fee is based on a monthly rate agreed upon by Customer and iScan by Autoland Scientech USA or the rate established on https://iscan-by-autoland.rentmy.co/. Payments are made once per month and will be first charged a month from the date of receipt of the Rental by Customer.
5.2. If payment is not made on time and/or declined for any reason, invoices will be re-issued at 1-day intervals and are payable immediately upon receipt.
- SECURITY DEPOSIT
6.1. A security deposit of the following amount is required: Three Hundred U.S. Dollars ($300.00) (“Deposit”). The Deposit will be due on the date of receipt of the Rental by Customer.
6.2. The Deposit is non-refundable if Rental is cancelled within the first twelve (12) months of rental term.
6.3. After twelve (12) months, if the Rental is entirely completed and the equipment is returned to iScan by Autoland Scientech USA without damage, Customer will get the Deposit back in full.
- RIGHT OF INSPECTING & EXAMINING THE RENTAL EQUIPMENT
7.1. Company shall at all times be entitled to inspect the Rental and/or have it inspected by an authorized third party of Company’s choice.
7.2. Customer shall be entitled to examine the Rental by itself and/or to have it examined by an authorized third party decided upon by iScan by Autoland Scientech USA. Such examination shall be recorded in a protocol which is to be signed by both Parties hereto. The cost of such examination shall be borne by Customer.
- DAMAGED OR LOST EQUIPMENT
8.1. Customer shall ensure that damage to and/or loss of the Rental due to the actions and/or omissions of the customer and/or its Representatives are covered by Customer. Customer shall furthermore bear all costs to the Rental for the full new replacement value against fire, burglary, water damage and, where appropriate, machine breakdown. Customer hereby agrees to take responsibility for all costs arising out of damage to or loss of the Rental if attributable in any way to the actions and/or omissions of Customer and/or its Representatives.
8.2. Any loss of the Rental incurred by burglary, theft and/or other pilferage at the place of use shall be borne by Customer. Customer is liable to pay iScan by Autoland Scientech USA the full rental cost of twenty-four (24) months upon loss of the Rental.
8.3. In the event that damage has occurred to or in conjunction with the Rental, Customer agrees to notify Company immediately by indicating the point of time and the cause of such occurrence, and the extent of damage. Customer is responsible for the coverage of the repairs to the Rental, and must return the Rental to iScan by Autoland USA for repair. Any repairs done outside of iScan by Autoland USA will not be accepted at return and Customer will be responsible to pay the full rental cost of twenty-four (24) months of the Rental.
8.4. In the event of loss of the Rental due to the customer’s fault, the customer agrees to reimburse us for the current value of the Rental at the time of its loss.
8.5. In the event of damage to the Rental due to Customer’s fault and/or its Representatives’ fault, Customer agrees to bear all applicable rebuild costs. Company hereby reserves the right to enforce further claims for damages.
- MAINTENANCE & WEAR-AND-TEAR REPAIRS
9.1. Customer undertakes to keep the Rental in a proper, functional and operationally safe state by following Company’s operating and/or maintenance instructions and to protect the Rental in every possible way against overload. Before returning the Rental, Customer must clean the Rental of any operational contamination.
9.2. Any repairs, including the installation of spare parts required for proper functioning of the Rental, shall be exclusively performed by Autoland Scientech USA. The cost, as well as any potential cleaning costs incurred, shall be borne by Customer.
9.3. The cost of repairs due to normal wear and tear will be borne by Company.
- PROTECTION OF OWNERSHIP
10.1. Customer shall neither be entitled to perform irreversible modifications to the Rental, which includes, but is not limited to, adding attachments and internals, nor to remove the labels on the Rental without Company’s prior consent in writing.
10.2. Customer shall neither be entitled to grant any rights in the Rental, nor to assign any rights arising out of these Terms, to any third party, unless the remaining cost of Rental is paid and Customer becomes owner of the Rental.
10.3. Should any third party enforce claims on the Rental through confiscation, pledge or right of rem, Customer agrees to notify Company immediately in writing and to inform the third party of Company’s right of ownership in the Rental.
11.1 The occurrence of any one or more of the following events will constitute an event of default (“Event of Default”) under this Agreement: (a) Customer’s failure to pay any amount provided for in this Agreement when such amount is due or otherwise breaches Customer’s obligations under this Agreement; (b) Customer becomes insolvent or makes an assignment of rights or property for the benefit of creditors or files for or has bankruptcy proceedings instituted against it under the Federal bankruptcy law of the United States or another competent jurisdiction; or (c) a writ of attachment or execution is levied on the Rental and is not released or satisfied within ten (10) days.
- RENT TO OWN
12.1. At the end of the applicable rental period, Customer shall have the option to purchase the Rental for the rental value with the security deposit.
12.2. At any point of the rental period, Customer shall have the option to purchase the Rental by paying the remaining cost of the Rental’s rental value including the deposit.
- END OF THE RENTAL RELATIONSHIP & TERMINATION
13.1. In the event that a defined rental time period has been agreed upon, the rental relationship shall cease upon its expiry. Notwithstanding the foregoing, the contract may be terminated for convenience at any time by giving thirty (30) days prior written notice. Such termination is subject to the written form requirement. Such termination shall result in Company retaining Customer’s Deposit in full.
13.2. Irrespective of the effectiveness of the termination, Company shall be entitled to claim payment of the rental fee up to the time of return of the Rental.
13.3. The time of return shall be defined as the point of time at which the Rental is received by Company. This provision shall apply regardless of who bears the cost and risk of transportation of the Rental.
- RETURN OF THE RENTAL EQUIPMENT
14.1. Customer shall contact iScan by Autoland Scientech USA in order to receive a return label for the Rental and iScan by Autoland Scientech USA will bear the cost of return to the return destination.
14.2. In the event that the Rental is returned in a state from which it is obvious that Customer has failed to comply with its duties to maintain and service the Rental, payment of the rental fee shall continue throughout the period of time necessary to perform the repairs which have been omitted in breach of the Terms. Such repairs shall be performed by iScan by Autoland Scientech USA at Customer’s expense.
14.3. For purchases of equipment paid in full, the customer has sixty (60) days to return equipment without damage for an Eighty Percent (80%) refund assuming the returned equipment is in good operable condition.
14.4. Rentals set for return that are not returned on the agreed upon calendar rental date will be considered late and charged for another month until successfully returned to Autoland Scientech USA by Customer.
- LIMITATION OF LIABILITY
15.1. Company’s liability for defects of the Rental is subject to the limitations set forth below: Customer shall not be entitled to claims for damages due to defects of the Rental unless such defect is attributable to either the and/willful intent or gross negligence of Company or unless defect rectification is delayed by Company with willful intent and/or gross negligence. Company shall not be liable for any consequential damages caused by a defect in the Rental except in cases of willful intent, gross negligence and/or breach of a material term of this Agreement. To the extent Company is found liable for consequential damages caused by a defect in the Rental, Company’s liability shall be limited solely to foreseeable damages stemming from such defect that are not due to unusual circumstances.
15.2. The limitations set forth herein shall apply to Company’s contractual and non-contractual liability. Company shall not be liable for breach of non-material contractual duties due to slight negligence. Claims for damages in the case of breach of a material term of this Agreement, Company’s liability shall be limited to foreseeable damages. Company’s total liability hereunder shall be limited to the actual fees paid by Customer to Company from the effective date of this Agreement to the date of the applicable claim.
- GENERAL PROVISIONS
16.1. Governing Law. This Agreement shall be governed in all respects by the laws of the state of Texas and any applicable federal laws. Both Parties consent to jurisdiction under the state and federal courts within the State of Texas. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature.
16.2. Language. All communications made or notices given pursuant to this Agreement shall be in the English language.
16.3. Assignment. This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by either Party.
16.4. Amendments. This Agreement may only be amended in writing signed by both Parties.
16.5. Waiver. None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. Only an additional written agreement can constitute waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.
16.6. Severability. If any provision or term of this Agreement is held to be unenforceable, then this Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Agreement, valid and enforceable. If a court declines to amend this Agreement as provided herein, the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in this Agreement.
16.7. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral.
16.8. Headings. Headings to this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.
16.9. Counterparts. This Agreement may be executed in counterparts, all of which shall constitute a single agreement. If the dates set forth at the end of this document are different, this Agreement is to be considered effective as of the date that both Parties have signed the agreement, which may be the later date.
16.10. Force Majeure. Neither Party is liable to the other for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances. Company is not liable for any delivery delay or non-performance caused by labor or transportation disputes or shortage, material delays, or delays or non-performance caused by any of Company’s suppliers.
16.11. Notices – Electronic Communications Permitted. Any notice to be given under this Agreement shall be in writing and shall be sent by first class mail or air mail to the address of the relevant Party set out at the head of this Agreement. Notices may also be sent via email to the relevant email address set out below, if any, or other email address as that Party may from time to time notify to the other Party in accordance with this clause.
The relevant email contact information for Company is as follows:
Company Email: firstname.lastname@example.org
Notices sent as above shall be deemed to have been received three (3) working days after the day of posting (in the case of inland first class mail), or seven (7) working days after the date of posting (in the case of air mail). In the case of email, notices shall be deemed to have been received the next working day after sending.
By agreeing to these terms, Customer electronically signs this Agreement and acknowledges that notice of this Agreement has been received and accepted by Customer.