The equipment rented, rental rates, rental term, and shipping terms are as set forth in the GasQuip quotation and/or Customer purchase order referenced above (the "Quote"), which is incorporated into this Agreement by reference. In the event of any conflict between the Quote and these terms, these terms control as to liability, damage, insurance, and indemnity; the Quote controls as to equipment, pricing, and rental period.
TERMS AND CONDITIONS
1. Rental of Equipment; Title
GasQuip agrees to rent to Customer the equipment identified in the Quote, together with all accessories, hoses, fittings, cases, cables, and documentation furnished with it (collectively, the "Equipment"). The Equipment is and shall remain the sole property of GasQuip at all times. Customer acquires no right, title, or interest in the Equipment other than the right to use it in accordance with this Agreement. Customer shall not sell, sublease, assign, pledge, encumber, or permit any lien to attach to the Equipment.
2. Rental Term and Charges
The rental term begins on the earlier of the start date stated in the Quote or the date the Equipment ships from GasQuip's facility, and continues until the Equipment is received back at GasQuip's facility in College Station, Texas ("Rental Term"). Rental charges accrue at the rates stated in the Quote for the entire Rental Term, including transit time, unless otherwise agreed in writing. If Customer retains the Equipment beyond the rental end date stated in the Quote without GasQuip's written consent, rental charges shall continue to accrue at 150% of the stated rental rate until the Equipment is returned.
3. Shipping; Risk of Loss
Unless otherwise agreed in writing, Customer is responsible for all shipping, freight, and insurance costs in both directions. Risk of loss or damage to the Equipment passes to Customer upon delivery of the Equipment to the carrier at GasQuip's facility, and remains with Customer until the Equipment is received back and inspected at GasQuip's facility. Customer shall pack the Equipment for return shipment in the original shipping case(s) and packaging materials provided by GasQuip.
4. Inspection Upon Receipt
Customer shall inspect the Equipment promptly upon receipt and notify GasQuip in writing (email acceptable) of any damage, missing items, or malfunction within forty-eight (48) hours of delivery. Failure to provide such notice constitutes conclusive acknowledgment that the Equipment was received complete, undamaged, and in good working order.
5. Care, Use, and Operation
Customer shall:
(a) use the Equipment only for its intended purpose, in accordance with the manufacturer's operating instructions and all applicable laws, regulations, and industry standards, including applicable EPA and CIGRE/IEEE guidelines for SF₆ handling;
(b) permit the Equipment to be operated only by personnel trained and qualified in SF₆ gas handling;
(c) protect the Equipment from weather, moisture, contamination, over-pressurization, electrical damage, and abuse;
(d) not alter, modify, disassemble, repair, recalibrate, or open the Equipment, or remove or deface any serial number, calibration seal, or identification tag, without GasQuip's prior written consent;
(e) not remove the Equipment from the United States without GasQuip's prior written consent; and
(f) keep the Equipment free of any liens, levies, or encumbrances.
6. Gas Quality and Contamination
Customer is solely responsible for the quality and condition of any gas introduced into the Equipment. If the Equipment is returned contaminated — including but not limited to contamination by decomposition byproducts, oil, moisture, particulates, air/gas mixtures beyond normal service exposure, or any substance requiring decontamination — Customer shall pay all costs of decontamination, purging, filter and sensor replacement, and recalibration. Equipment exposed to heavily arced or decomposed SF₆ may require sensor or cell replacement at Customer's expense per Section 7.
7. Damage, Loss, and Theft — Customer Responsibility
Customer accepts full responsibility for the Equipment from the moment risk of loss passes under Section 3 until the Equipment is returned to and inspected by GasQuip. Without limiting the foregoing:
(a) Repairable damage. If the Equipment is returned damaged but repairable, Customer shall pay all costs of parts, labor, shipping, recalibration, and recertification necessary to restore the Equipment to the condition in which it was delivered, at GasQuip's then-current rates. Customer shall also pay rental charges at the stated rate for the period the Equipment is out of service for repair, up to a maximum of thirty (30) days.
(b) Loss, theft, or damage beyond economical repair. If the Equipment is lost, stolen, destroyed, or damaged beyond economical repair (as determined by GasQuip in its reasonable discretion), Customer shall pay GasQuip the full current list replacement price of the Equipment, plus accrued rental charges through the date of payment.
(c) Calibration and sensor damage. Analyzer sensors, measurement cells, and calibration integrity are part of the Equipment's condition. Damage to sensors or loss of calibration caused by misuse, contamination, over-range exposure, or mishandling is chargeable to Customer under subsection (a).
(d) Missing accessories. Missing hoses, fittings, adapters, cables, cases, or other accessories will be invoiced at GasQuip's current list price.
(e) GasQuip's inspection and assessment of the Equipment's condition upon return shall be conclusive absent manifest error. GasQuip will provide Customer with a written damage assessment and supporting documentation upon request.
(f) Normal wear and tear from proper use is excepted. "Normal wear and tear" does not include damage to sensors, cells, seals, valves, fittings, displays, or enclosures resulting from contamination, impact, moisture ingress, or improper operation.
8. Payment Authorization
Customer authorizes GasQuip to invoice, and/or charge any payment method on file, for all amounts due under this Agreement, including rental charges, late return charges, repair costs, replacement costs, decontamination fees, and missing-item charges. Invoices are due net thirty (30) days unless otherwise stated. Past-due amounts accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less. Customer shall pay GasQuip's reasonable costs of collection, including attorney's fees.
9. Insurance
Customer shall maintain, at its own expense and for the duration of the Rental Term: (a) all-risk property insurance covering the Equipment for its full replacement value, naming GasQuip LLC as loss payee; and (b) commercial general liability insurance with limits of not less than $1,000,000 per occurrence, naming GasQuip LLC as additional insured. Customer shall furnish certificates of insurance upon request. Maintenance of insurance does not limit Customer's obligations under this Agreement.
10. No Warranty; Disclaimer
GasQuip represents that the Equipment will be delivered in good working order and within its calibration interval. EXCEPT AS EXPRESSLY STATED, THE EQUIPMENT IS PROVIDED "AS IS," AND GASQUIP DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Customer's sole remedy for Equipment malfunction not caused by Customer is repair or replacement of the Equipment, or a pro-rata abatement of rental charges for the out-of-service period, at GasQuip's option.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, GASQUIP SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, DOWNTIME, OR COSTS OF SUBSTITUTE EQUIPMENT, ARISING FROM OR RELATED TO THIS AGREEMENT OR THE EQUIPMENT, REGARDLESS OF THE THEORY OF LIABILITY. GASQUIP'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE RENTAL CHARGES ACTUALLY PAID BY CUSTOMER UNDER THIS AGREEMENT.
12. Indemnification
Customer shall defend, indemnify, and hold harmless GasQuip and its members, officers, employees, and agents from and against all claims, damages, losses, liabilities, fines, and expenses (including reasonable attorney's fees) arising from or related to: (a) Customer's possession, use, operation, transportation, or storage of the Equipment; (b) any injury to persons or damage to property occurring during the Rental Term; (c) Customer's breach of this Agreement; or (d) Customer's violation of any law or regulation, including environmental regulations governing SF₆ handling and emissions — except to the extent caused by GasQuip's gross negligence or willful misconduct.
13. Default; Repossession
Customer is in default if it fails to pay any amount when due, breaches any term of this Agreement, becomes insolvent, or files or has filed against it any bankruptcy proceeding. Upon default, GasQuip may, without notice: declare all charges immediately due; terminate this Agreement; and enter any premises where the Equipment is located to retake possession, without liability for trespass. These remedies are cumulative and in addition to all remedies available at law or equity.
14. Governing Law; Venue
This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-laws principles. Exclusive venue for any dispute arising under this Agreement shall lie in the state or federal courts located in Brazos County, Texas, and the parties consent to personal jurisdiction there.
15. Miscellaneous
This Agreement, together with any GasQuip quotation or invoice referencing it, constitutes the entire agreement between the parties regarding the rental of the Equipment and supersedes all prior discussions. Any conflicting or additional terms in Customer's purchase order or other documents are rejected and shall not apply. No modification is effective unless in writing and signed by both parties. If any provision is held unenforceable, the remainder shall continue in full force. Customer may not assign this Agreement without GasQuip's written consent. Failure to enforce any provision is not a waiver.
16. Electronic Signature Consent
Customer agrees that this Agreement may be executed electronically, and that Customer's electronic signature (including a signature captured through this online form) has the same legal effect as a handwritten signature under the U.S. E-SIGN Act and the Texas Uniform Electronic Transactions Act.
ACCEPTANCE
By signing below, the undersigned represents that they are authorized to bind Customer to this Agreement and that they have read, understand, and agree to all terms above.
