Rental / Sale agreement - General Conditions

1. In this Agreement “Rented Equipment” means goods and equipment of any description rented from Seller together with any attachments, parts and accessories thereto whether expressly described on the face hereof or not. “Purchased Goods” means goods and equipment purchased from Seller.
 

2. All Rented Equipment shall be used, stored, maintained and operated in a careful and prudent manner by the Client and in full accordance with instructions of the manufacturer and/or Seller and the Client shall at his/her expense comply with all governmental laws and regulations in any way relating to the same.
 

3. The Client has examined the Rented Equipment and agrees that it is in good condition and repair. Any Rented Equipment will, upon the expiration or termination of this Agreement, together with any parts or accessories relating or affixed to the Rented Equipment, be returned at the Client's expense to Seller in as good condition as when received by the Client, ordinary wear and tear excepted. The Client will pay to the Seller the current daily rental fee for each day due following the expiration or termination of this agreement and shall remain fully responsible for any risk of loss of the Rented Equipment, until the Rented Equipment is returned to Seller.
 

4. The Client acknowledges relying upon the advice of his/her physician, if any, and, in any event not upon any claim or representation made by Seller, its therapists or employees. The Client acknowledges that Seller assumes no responsibility or liability for the success, failure or effect of any therapy using the Rented Equipment or Purchased Goods.
 

5. Any and all warranties communicated to the Client concerning Rented Equipment or Purchased Goods are, unless expressly stated in writing to the contrary, the warranties of the manufacturer and not of the Seller. Seller makes no warranties, conditions or promises with respect to the Purchased Goods, Rented Equipment or services supplied, including without limitation, delivery dates or fitness for a purpose. Any and all other warranties, conditions, promises and liabilities whether implied by law, conduct, or otherwise are hereby expressly disclaimed.
 

6. The Client releases Seller from any claim for damages or losses of any nature or kind, arising out of the storage, possession, alteration, use or misuse of Rented Equipment or Purchased Goods save where the same results from the proven gross negligence of Seller.
 

7. In any event, but without limitation to paragraphs 5 and 6:
(a) Seller shall not be liable to the Client for any amount beyond the price or rental of the goods or services sold, supplied or rented hereunder,
(b) Seller shall not be liable to the Client for any special, indirect or consequential damages or third party liabilities,
(c) no claim may be brought against Seller more than 180 days after the occurrence of the event giving rise to such claim whether it was discovered by the Client before or after expiration of such time, and
(d) this paragraph 7 applies to any claims whatsoever brought against Seller in respect of the Rented Equipment or Purchased Goods upon any grounds whatsoever including claims based on tort or breach of contract.
 

8. The Client agrees not to remove, or permit the removal of, Rented Equipment from the address specified on the face of this Agreement without the prior written consent of Seller. Rented Equipment shall not be affixed or attached to any Iands or other chattels. The Client shall not sell, sublease, or give over possession of Rented Equipment to, or permit its use by any person other than the Client and/or the Client's own employees.
 

9. Rented Equipment is and will at all times remain the sole property of Seller with full power and authority in Seller to recover the same. The Client shall have no right, title or interest in the Rented Equipment except as expressly set forth herein and, further, the Client will not act nor fail to do any act which will result in any encumbrance, lien, charge, hypothec or other interest being created or acquired against the Rented Equipment in favour any third party, including any taxing authority.
 

10. The Client shall bear aII risk of damage, loss, theft or destruction of Rented Equipment however caused and whether or not due to any fault of the Client and upon submission of an invoice shall reimburse Seller in an amount equal to Seller's reasonable estimation of the cost of repair or replacement (as new) of the same.
 

11. The Client shall not permit anyone other than Seller or its authorized representatives to effect any repair, adjustment or maintenance to, or of, Rented Equipment. The Client agrees to immediately inform Seller of all loss, damage, defect or failure in or to Rented Equipment.
 

12. To the extent that this a rental agreement, the term shall be indefinite, unless otherwise specified herein and Seller has the right to cancel this Agreement at any time during the term hereof by notice in writing to the Client.
 

13. The Client agrees that Seller has the right to
(a) adjust rental and demurrage charge here under upon 15 days written notification to the Client, and
(b) to adjust the price for Purchased Goods at any time until acceptance of the Client's order.
 

14. Nothing in this Agreement or in the dealings between the parties will oblige Seller to extend credit to the Client.
 

15. All Purchased Goods shall remain the property of Seller until the purchase price has been paid in full. Cheques and credit card payments are not considered as payment until honoured. Notwithstanding the foregoing, all risk of damage or loss to Purchased Goods shall pass to the Client upon shipment from Seller's premises or delivery to the Client whichever shall first occur.
 

16. Any deposit paid by the Client hereunder shall be held by Seller and applied from time to time at its option towards the satisfaction of the Client’s obligations hereunder, including without limitation, the payment of overdue charges and the satisfaction of any indemnities. Within a reasonable time following termination of this Agreement, Seller shall return to the Client any remaining balance of such deposit.
 

17. The Client agrees to indemnify and hold Seller harmless from any and all loss, costs, damages, legal fees (on a solicitor and client basis), liability or claims (including claims by third parties) resulting from the Client's use, ownership or possession of Rented Equipment or Purchased Goods. If suit is instituted by Seller to enforce any of the terms, covenants or conditions hereof or to defend itself against a claim unsuccessfully brought in whole or in part by the Client or to recover possession of Rented Equipment or money payable hereunder, the Client agrees to indemnify Seller for all costs including legal costs (on a solicitor and client basis) incurred by Seller in such suit or suits.
 

18. The Seller shall be excused from any obligation hereunder where and to the extent that Seller’s failure to perform its obligations is due to weather, labour disputes, software or equipment failures or disruptions, acts of God or any other circumstances beyond its control.
 

19. All monies payable by the Client hereunder shall bear interest at the rate of 1.5% per month (18% per annum) from the date due. Save where otherwise stated herein, monies payable hereunder are payable upon receipt of an invoice and are deemed due at the expiry of the delay mentioned on such invoice. Without limitation to the foregoing, if this is a rental agreement, the Client agrees to pay immediately all rental charges and other costs and charges incurred under this Agreement upon expiration or termination of the Agreement. Upon default by the Client of any obligation hereunder, Seller may, at its option and without restriction to any other of its rights and remedies, declare all accounts with the Client to be immediately due and payable, and immediately cancel the agreement.
 

20. No term of this Agreement may be waived except with the written consent of Seller, and any forbearance or indulgence by Seller shall not constitute a waiver of any covenant, condition or other obligation of the Client.
 

21. All amounts payable by the Client to Seller shall be payable without set off or abatement and any claims alleged by the Client as against Seller shall be brought by separate action and shall not be joined with any claim by Seller as against the Client nor shall any cIaim by Seller be stayed.
 

22. This Agreement shall ensure to the benefit of and be binding upon the heirs, executors, successors and assigns of the parties hereto. Any ambiguities or uncertainties in the interpretation of this Agreement shall be resolved in the manner most favourable to Seller's interests. All protections given to Seller under the clauses of any other agreement, Consent or Acknowledgment given by the Client to Seller are to be read individually so that the protections given under one such clause does not reduce or limit the protections given to Seller under any other. Any invalid or unenforceable provision of this Agreement shall be severed from the rest of this Agreement and remaining provisions of this Agreement shall remain in full force and effect. This Agreement shall be construed according to the laws of the Province in which the Rented Equipment is rented and/or the Purchased Goods purchased. All releases, indemnities and other protections given to Seller hereunder shall also extend to and include Seller's affiliated entities and their respective employees, agents and contractors.

Rev. Feb. 2022