RENTAL TERMS AND CONDITIONS

1. Scope. These terms and conditions (“TCs”) apply to the rental of Draeger equipment (“Equipment”) specified in more detail in the offer/quote (“Quote”) provided by Draeger to Customer and are an integral part of the Quote. Customer may also purchase consumables or accessories (the “Products”) related to the Equipment. Such Products shall be itemized in the Quote, and their sale shall be governed by Draeger’s then-current standard terms and conditions of sale for safety products, which are available at https://www.draeger.com/en-us_us/Terms-Conditions and are hereby incorporated herein by reference. Any terms and conditions of the Customer shall not apply unless Draeger has expressly agreed to such terms and conditions in writing.
2. Term. The term of the rental period of the Equipment rental shall be set forth in the Quote. The rental period may be extended by mutual agreement.
3. Customer’s Selection of Equipment. Customer is responsible, on the basis of its own judgment, for ensuring that the Equipment and Products provided pursuant to the Quote is of the size, design, capacity, and quantity adequate for Customer’s needs and that Customer has personnel of sufficient number and expertise to comply with all safety requirement for projects for which Equipment and Products are to be used. All shipping costs of the Equipment and the Products, along with any applicable taxes and fees, shall be included in the Quote and shall be the responsibility of the Customer. Customer must unpack the Equipment immediately after delivery in order to determine transport damage. Customer must document recognizable defects in a damage report and report this to Draeger immediately. If a defect in the Equipment is not asserted by the Customer within two (2) working days, the Equipment is deemed to have been accepted free of defects. By Customer’s acceptance of the Equipment and Products, Customer represents and warrants that its employees, agents, contractors, or any others authorized by Customer to use the Equipment or Products have been fully trained in the use, limitations, and safety requirements of such Equipment and Products and Customer hereby assumes all liability for such individuals’ use of Equipment and Products.
4. Condition of Equipment. Customer is responsible for the care and maintenance of the Equipment during the rental period. Customer agrees to assume the risk of loss, damage, or theft of or to the Equipment (“Loss”) while in Customer’s care, custody, and control and agrees to pay Draeger for any such Loss. Customer agrees to comply with the operating and maintenance instructions provided by Draeger, including without limitation all safety requirements mandated by applicable law. Customer is responsible for notifying Draeger if the Equipment is not functioning in accordance with the operating and maintenance instructions. Third parties are not allowed to carry out any calibrations or maintenance measures on the Equipment, without Draeger’s express written consent. In the event that the Equipment requires calibration, maintenance or repair, Customer shall, at its expense, send the Equipment to Draeger for appropriate remedial actions. Draeger will provide Customer with replacement equipment for the duration of the remedial actions, unless otherwise agreed. Costs for calibrations, maintenance or repair are the responsibility of Customer, provided that they are not as a result of defects in the Equipment.
5. Title. Title to the Equipment shall remain with Draeger at all times. Customer shall, at its expense, keep the Equipment free and clear of liens and encumbrances of any kind. Customer will not translate, modify, reverse engineer, disassemble, decompile, or create derivative works based on the Equipment or permit any third party to do so. Customer shall not remove, cover or alter any labels, plates or other markings placed upon the Equipment by Draeger or its representatives. Customer shall not affix Equipment to its premises such that it becomes a fixture under any applicable law, Customer may not assign its rights hereunder, including, its rights to use of the Equipment to any other party or move the Equipment from the facility to which it was delivered, without prior written consent of Draeger.
6. Security Interest. As a continuing security for all payments due, Customer grants to Draeger a continuing, specific and fixed security interest in the Equipment, together with any and all proceeds thereof. Customer authorizes Draeger to prepare and file any financing statements or verification statements as are required to perfect and protect the security interest described herein. Customer waives the right to receive a copy of any financing statements or verification statements.
7. Pricing and Payment Terms. The rental rates and payment frequency are shown in the Quote. Payment terms are net thirty (30) days from the date of the invoice. Delinquent payments may be subject to a late charge in the amount of 1.5% per month (18% per year), or at the maximum rate allowed by law. In addition, Draeger shall have the right to terminate the Agreement and repossess any Equipment rented hereunder, if payments are delayed more than thirty (30) days.
8. Equipment Return. Upon expiration of the rental period, the Equipment shall be returned to Draeger to the location designated by Draeger in the same condition as when delivered to Customer, ordinary wear and tear excepted, and Customer shall thoroughly clean and decontaminate all Equipment in accordance with all standard industry requirements and all applicable laws and regulations, at Customer’s expense. Customer must notify Draeger of any possible Equipment contamination and Draeger may refuse to accept such Equipment until it has been decontaminated. Rental charges will continue to accrue until return has been accepted by Draeger as sufficiently clean and decontaminated. If Draeger Equipment is not returned in a reasonable period or it cannot be effectively cleaned or decontaminated, then Customer shall be charged at the Equipment’s published list price at the date of the Equipment Return. If Draeger Equipment is returned damaged, then, Draeger, at its sole discretion, may charge Customer for the costs of repair, or, if the Equipment is damaged beyond repair, then Draeger shall charge Customer at the Equipment’s published list price at the date of the Equipment Return.
9. Delay or Failure to Perform Obligations. Draeger shall not be deemed to be in breach or otherwise liable for any delay or failure in performance of any of its obligations hereunder caused, in whole or in part, by any act or omission of Customer or its agents, subcontractors, consultants, or employees. Neither Party shall be liable for failure to perform obligations (except for payment obligations) hereunder to the extent that such failure arises out of events beyond its reasonable control including, but not limited to, acts of government or compliance with any governmental laws, rules or regulations, acts of God or the public, war, terrorist threats or acts, civil disturbance, fire, or other casualty, pandemic, strike or labor dispute, or unavailability of labor, carriers, raw materials, power, or supplies. Any date may be extended, at Draeger’s option, to the extent of any delay resulting from any such event.
10. Insurance. Customer shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability in a sum no less than $1,000,000 per occurrence and $5,000,000 in the aggregate with financially sound and reputable insurers. Upon Draeger's request, Customer shall provide Draeger with a certificate of insurance from Customer's insurer evidencing the insurance coverage specified herein. The certificate of insurance shall name Draeger as an additional insured. Customer shall provide Draeger with thirty (30) days' advance written notice in the event of a cancellation or material change in Customer's insurance policy. Except where prohibited by law, Customer shall require its insurer to waive all rights of subrogation against Draeger's insurers and Draeger.
11. Indemnification. Draeger and Customer each shall, to the extent permitted by law, indemnify, defend, and hold harmless the other and its affiliates, and their respective officers, directors, shareholders, employees, representatives and agents (“Indemnitees”), from and against any and all liability for any claim, suit, judgment, damage, injury, loss, cost, expense or penalty of any kind or nature whatsoever, including reasonable attorneys' fees arising or to the extent resulting from the other party’s negligence, willful misconduct, failure to comply with applicable laws, regulations or operating manuals of the Equipment, or from the selection, acceptance, delivery, maintenance, failure to maintain, use, operation and/or control of the Equipment.
12. Limitation of Liability. IN NO EVENT SHALL DRAEGER BE LIABLE TO CUSTOMER OR ITS AFFILIATES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL THEORY, FOR LOST PROFITS OR LOST STORED, TRANSMITTED OR RECORDED DATA OR FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, WITH RESPECT TO ANY MATTERS RELATING HERETO, REGARDLESS OF WHETHER CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME. DRAEGER’S MAXIMUM LIABILITY HEREUNDER IS THE AMOUNT TO BE PAID TO DRAEGER HEREUNDER WITH RESPECT TO THE EQUIPMENT RENTAL TO WHICH THE DAMAGES RELATE.
13. Termination. In addition to any remedies that may be provided under these terms and conditions, Draeger may terminate the rental arrangement or any part thereof with immediate effect upon written notice to Customer, if Customer: (i) fails to pay any amount when due and such failure continues for thirty (30) days after Customer's receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of the terms hereof, in whole or in part; (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors; or (iv) undergoes a change of control or ownership. Provisions of these TCs which by their nature should apply beyond its termination or expiration will remain in force after any termination or expiration of the rental relationship.
14. Governing Law; Venue; Waiver of Jury Trial. These TCs shall be governed by, and construed and enforced in accordance with, the laws of Pennsylvania, without regard to its conflict of law principles. Customer consents to the jurisdiction of any federal or state court located in Pennsylvania and waives any objection to venue. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.
15. Miscellaneous. These TCs contains the entire understanding and agreement of the Parties and supersedes all prior oral or written agreements, if any, between the parties relating to the subject matter hereof. In the event that the terms and conditions of any purchase order or invoice conflict with the terms herein, these TCs shall control. These TCs may be modified, amended or mutually rescinded only by a written instrument executed by each of the parties hereto. These TCs shall be binding upon and shall inure to the benefit of the parties hereto and their permitted successors and assigns. Draeger's failure at any time to require strict performance by Customer of any of the provisions of these TCs shall not waive Draeger's right to demand strict compliance therewith or with any other provision hereof.