Rental of Goods Agreement - Template, Sample Form Pro · US-law

RENTAL OF GOODS AGREEMENT

State of ________

This Rental of Goods Agreement (this "Agreement") is entered into and made effective as of the date set forth at the end of this document (the "Effective Date") by and between the following parties:

________, a ________ organized and existing under the laws of the State of ________, having its principal place of business at the following address:

________

and ________, a ________ organized and existing under the laws of the State of ________, having its principal place of business at the following address:

________

Hereinafter, "Provider" shall refer to ________, and "Renter" shall refer to ________. Provider and Renter may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Provider owns and wishes to offer for rent certain goods, as defined below; and

WHEREAS, Renter wishes to rent such goods from Provider upon the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1 — RENTAL OF GOOD

Provider hereby agrees to provide, and Renter hereby agrees to rent, the following personal property:

________ (the "Good")

The transaction between Provider and Renter contemplated by this Agreement is hereinafter referred to as the "Rental." The Parties acknowledge and agree that this Agreement constitutes a lease of goods (a "true lease") and not a sale, security interest, or contract for sale within the meaning of Article 2 or Article 9 of the Uniform Commercial Code, and that title to and ownership of the Good shall remain at all times with Provider.

ARTICLE 2 — TERM OF RENTAL

The Rental shall begin on ________ (the "Start Date") and shall end on ________ (the "End Date"), unless earlier terminated in accordance with this Agreement.

Renter shall acquire possession of the Good at the following time on the Start Date (the "Start Time"): ________. Renter shall return the Good at the following time on the End Date (the "End Time"): ________.

ARTICLE 3 — RENTAL PRICE

In consideration for the Rental of the Good, Renter agrees to pay, and Provider agrees to accept, the following amount:

$________ (________) (the "Rental Price"). The Rental Price is exclusive of any applicable taxes.

If the Good is not returned to Provider by the designated End Time on the End Date, the following late fee shall apply:

________

Each Party acknowledges the sufficiency of the Rental Price as consideration. Unless otherwise expressly agreed by the Parties in writing, any sales, use, excise, or other similar tax applicable to the Rental of the Good shall be paid by Renter. To the extent any portion of the late fee or other charge under this Agreement is determined by a court of competent jurisdiction to constitute a penalty or to exceed amounts permitted under applicable law, such charge shall be reduced to the maximum amount permitted by law.

ARTICLE 4 — SECURITY DEPOSIT

A security deposit in the following amount is required: $________ (________) (the "Deposit"). The Deposit shall be due and payable on ________.

Upon completion of the Rental and return of the Good to Provider in the same condition as received, ordinary wear and tear excepted, Provider shall refund the Deposit to Renter, less any amounts properly deducted for damage, loss, late return, unpaid charges, or other amounts owed by Renter under this Agreement. Provider shall return any balance of the Deposit, together with an itemized statement of any deductions, within ________ days following the End Date or such other period as may be required by applicable law. In the event the Rental is cancelled, the Deposit may be refundable at Provider's sole and exclusive discretion.

ARTICLE 5 — PAYMENT

The Rental Price shall be paid by one or more of the following methods of payment:

________

Payment of the full Rental Price shall be due prior to the Start Date of the Rental, unless otherwise agreed in writing by the Parties.

ARTICLE 6 — DELIVERY AND ACQUISITION OF GOOD

The Good shall be transferred from Provider to Renter for the Rental as follows:

________

Renter shall use the Good solely for its intended purpose and shall not alter, modify, or remove any identifying marks, labels, or serial numbers from the Good. Renter shall not sublease, lend, or otherwise permit the Good to be used by any third party without Provider's prior written consent.

ARTICLE 7 — RISK OF LOSS

From the time the Good is delivered to or acquired by Renter until the time it is returned to and accepted by Provider, the risk of loss, theft, damage, or destruction of the Good shall be borne entirely by Renter, regardless of cause. Renter shall be responsible for any and all loss of or damage to the Good and agrees to pay Provider the full cost of repair and/or replacement. Provider shall assess such cost, acting reasonably, and shall provide Renter with an itemized invoice, which shall be due and payable upon receipt.

ARTICLE 8 — INSPECTION

Renter acknowledges that Renter has had the opportunity to fully inspect the Good and has found the Good suitable for the purpose required. Renter further acknowledges and agrees that Renter understands the proper use of the Good and that Renter will notify Provider immediately if the Good becomes unsuitable or unsafe for use. In such instance, Renter shall immediately discontinue use of the Good and Provider shall replace the Good if reasonably possible. In no circumstance shall Provider be responsible for any damage, delay, or incidental or consequential damages caused by any interruption of use of the Good.

ARTICLE 9 — DISCLAIMER OF WARRANTIES

THE GOOD IS PROVIDED AND RENTED ON AN "AS IS" AND "WHERE IS" BASIS. PROVIDER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Renter acknowledges that it is relying solely on its own investigations, inspections, and examinations and has not been induced by Provider or any of Provider's agents or representatives by any statements as to the quality or condition of the Good.

ARTICLE 10 — LIMITATION OF LIABILITY; INDEMNIFICATION

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ARTICLE 11 — INSURANCE

During the term of the Rental, Renter shall, at its sole expense, maintain commercially reasonable insurance covering the Good against loss, theft, and damage, and general liability insurance, in amounts not less than the following, naming Provider as an additional insured and/or loss payee as applicable:

________

ARTICLE 12 — PROHIBITED USE

Only lawful uses of the Good are permitted. Renter agrees not to use the Good for any illegal purpose or in any illegal manner, or in any manner that would be unsafe or contrary to the manufacturer's instructions.

ARTICLE 13 — DEFAULT AND REMEDIES

If Renter fails to pay any amount when due, fails to return the Good when required, or otherwise breaches any term of this Agreement, Provider may, in addition to any other remedies available at law or in equity, terminate this Agreement, repossess the Good, and recover all amounts due hereunder together with reasonable costs of collection and attorneys' fees. Renter authorizes Provider to enter the premises where the Good is located, in a lawful manner, to retake possession of the Good upon such default.

ARTICLE 14 — GENERAL PROVISIONS

A) GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of ________, without regard to its conflict of laws principles, and any applicable federal law.

B) VENUE AND JURISDICTION: The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in ________ County, State of ________ for the resolution of any dispute arising out of or relating to this Agreement. The Parties agree that this choice of law, venue, and jurisdiction provision is mandatory in nature.

C) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.

D) ASSIGNMENT: This Agreement, and the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or in part by either Party without the prior written consent of the other Party.

E) AMENDMENTS: This Agreement may only be amended by a written instrument signed by both Parties.

F) NO WAIVER: No term of this Agreement shall be deemed waived by any act or acquiescence of either Party. Only an additional written agreement signed by the waiving Party can constitute waiver of any term. No waiver of any term or provision 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 shall not constitute a waiver of such term or any other term.

G) SEVERABILITY: If any provision of this Agreement is held to be unenforceable, this Agreement shall be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the remainder of this Agreement, valid and enforceable. If a court declines to so amend, the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions, which shall be enforced as if the offending provision had not been included.

H) ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings, or other agreements, whether oral or written, relating to the subject matter of this Agreement.

I) HEADINGS: The headings used in this Agreement are for convenience and reference only and are not to be used in the interpretation or construction of any of its provisions.

J) COUNTERPARTS; ELECTRONIC SIGNATURES: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means and electronic signatures shall be deemed valid and binding to the same extent as original signatures, in accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act (UETA). If the dates set forth below differ, this Agreement shall be effective as of the later signature date.

K) FORCE MAJEURE: Neither Party shall be liable to the other for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, acts of civil or military authorities, riots, embargoes, epidemics, pandemics, natural disasters, and other unforeseen circumstances. Provider shall not be liable for any delivery delay or non-performance caused by labor or transportation disputes or shortages, material delays, or delays or non-performance caused by any of Provider's suppliers.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

PROVIDER

Name: ________

Signature: ________________________________

Representative Name: ________

Representative Title: ________

Date: ________

RENTER

Name: ________

Signature: ________________________________

Representative Name: ________

Representative Title: ________

Date: ________