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  Terms & Conditions
  1. Terms. Customer’s rental of the equipment is conditioned upon Customer’s agreement with the terms of this contract. All of the terms herein are incorporated into all future contracts between Toolwell and Customer upon Customer’s use of Toolwell’s equipment under those contracts, without objection, unless subsequently modified in writing by Toolwell. Any reference in Customer purchase order or any other Customer’s document (except for any executed Customer credit application or additional terms which are required by law) shall be void and deemed rejected. “Customer” is identified on the front of this contract and includes any representatives, agents, officers or employees of Customer or anyone signing this contract on their behalf. “Equipment” is the equipment and /or services identified on the front of this contract, together with all replacements, repairs, additions, attachments and accessories thereto. Customer represents that the “Site Address” is the location where the equipment will be located throughout the rental period and is identified on the front of this contract. “Distribution Center” is the Toolwell distribution center location identified on the front of this contract. “Toolwell” doing business as “Toolwell Rentals” is Toolwell Inc., their respected officers, directors, employees and agents.
  2. Rental contract. Toolwell hereby rents to Customer and Customer rents from Toolwell the equipment pursuant to this contract. Customer shall pay Toolwell the rental rates (including any minimum rental identified on the front of this contract) and other charges described herein when due, return the equipment to Toolwell as required herein and otherwise comply with this contract. This contract is a true lease. The equipment (a) is and shall remain the personal property of Toolwell; (b) shall not be considered affixed to real property; and (c) shall be maintained by Customer such that the equipment maybe removed without damaging any building or property.
  3. Permitted use. Customer agrees that Toolwell has no control over the manner in which the equipment is operated during the rental period by Customer or any third party that Customer implicitly or explicitly permits. Customer warrants that; (a) prior to each use of the equipment, Customer has or will inspect the equipment to confirm that the equipment is in good condition, without defects, includes readable decals and operating and safety manuals and is suitable for Customer’s intended use; (b) any apparent agent at the site address is authorized to accept delivery of the equipment (and if Customer requests early morning delivery, Customer authorizes Toolwell to leave the equipment at the site address without requirement of written receipt); (c) Customer shall immediately notify Toolwell if the equipment is lost, damaged, stolen, unsafe, disabled or malfunctioning, defects are discovered, the equipment is levied upon or threatened with seizure, or if an incident (defined below) occurs; (d) Customer has received from Toolwell all information needed or requested regarding the operation of the equipment; (e) Toolwell is not responsible for providing operator or other training unless Customer specifically requests and pays for the training that Toolwell has agreed to provide (Customer being responsible to obtain all training that Customer desires from third parties if Toolwell does not provide such training, prior to the equipment’s use); (f) only authorized individuals shall use and operate the equipment (“authorized individuals” being those who are familiar with and properly trained to use the equipment and who are not under the influence of drugs or alcohol); (g) The equipment’s use shall be in a careful manner, in compliance with all operation and safety manuals and other instructions provided on, in or with the equipment and all federal, state and local laws and licenses, including but not limited to, OSHA, as revised; (h) the equipment shall be kept in a secure location.
  4. Prohibited use. Customer shall not (a) alter, disfigure, or cover up any numbering, lettering, decals, or insignia on the equipment or remove any operation or safety manuals; (b) assign its rights under this contract; (c) move the equipment from the site address without Toolwell’s written consent of the new location; (d) intentionally damage the equipment; (e) use the equipment in a negligent, reckless, illegal, unauthorized or abusive manner nor allow the operation of the equipment for an illegal purpose or by any unauthorized individual (Customer acknowledging that the equipment may be dangerous if used improperly or by untrained parties).
  5. Maintenance. Customer shall perform routine maintenance of the equipment, including routine inspections and maintenance of oil levels, grease, and cleaning in accordance with the manufacturer’s specifications (all other maintenance or repairs may only be performed by Toolwell, but Toolwell has no responsibility during the rental period to inspect or perform any maintenance or repairs unless Customer requests a service call). If Toolwell determines that repairs to the equipment are required, other than ordinary wear and tear, Customer shall pay the full cost of repairs and rental of the equipment until the repairs are completed. “Ordinary wear and tear” means normal deterioration considered reasonable in the equipment rental industry for one shift use. Toolwell has the right to enter, inspect and observe the use of the equipment wherever located. Customer has the authority to and hereby grants Toolwell the right to enter the physical location of the equipment for the purposes set forth herein. Toolwell shall be responsible for repairs needed because of ordinary wear and tear. Customer agrees that repair or replacement of the equipment is Customer’s exclusive remedy for Toolwell’s breach of this contract. Notwithstanding Toolwell service commitment, Toolwell shall have no obligation to (a) repair or replace equipment damaged by Customer’s breach of this contract or other misuse, abuse or neglect; or (b) stop the rental period, commence repairs or rent other equipment to Customer until Customer or Customer’s insurance company has inspected such equipment and agreed to pay or paid for such costs.
  6. Customer liability for damage and loss. Customer assumes during the rental period (defined below) all risks associated with the possession, custody and operation of and full responsibility for, the equipment, including but not limited to, personal injury, death, rental charges, losses, damages and destruction, including transport, loading and unloading. “Incident” is any fine, citation, theft, accident, casualty, loss, injury, death or damage to person or property, claimed by any person, or maybe or appears to have occurred on, in connection with, or around the equipment. After an incident, Customer shall (a) immediately notify the police and Toolwell; (b) secure and maintain the equipment in the surrounding premises in the condition existing at the time of such incident, until Toolwell and/or its designee investigates such incident; (c) immediately after receipt submit to Toolwell copies of all police or other third party reports and notify Toolwell of any other reports; and (d) pay Toolwell, in addition to other sums due herein the rental rate for equipment until the repairs are completed or equipment replaced plus (i) the manufacturer’s list price on the day of the loss (“MSLP”) of the loss or destroyed equipment (“lost” being when equipments’ location is unknown, or Customer is unable to recover for a period of 30 days); or (ii) the full cost of repairs of damaged equipment. Occurred rental charges shall not be applied against such additional amounts. Toolwell shall have the immediate right, but no obligation, to reclaim any equipment involved in any accident.
  7. No warranties. Toolwell does not design or manufacturer the equipment and is not the agent or the party (“ies”) that do. Toolwell disclaims any and all representation and warranties, expressed or implied, with respect to the equipment, its durability, condition, merchantability, or fitness for any particular purpose. Customer acknowledges acceptance of the equipment on and “AS IS, WHERE IS” basis, with “all faults” and without any recourse whatsoever against Toolwell. Customer assumes all risks associated with the equipment and releases Toolwell from any and all liabilities and damages “including lost sales or profits, work stoppage, delay, personal injury, and special incidental and consequential damages) in any way connected with the equipment, its operation and use or any defect or failure thereof or a breach of Toolwell’s obligation herein.
  8. Release and indemnification. To the fullest extent permitted by law, Customer indemnifies, releases, holds Toolwell harmless and at Toolwell’s request, defends (with counsel approved by Toolwell) from and against all liabilities, claims, losses, damages, and expenses (including attorney’s fees and expenses) however arising or incurred, related to any incident, lost sales or profits, work stoppage, delay, any damage to property, injury to, or death of, any person or any contamination or alleged contamination, or violation of law or regulation caused by or connected with the use, possession or control of the equipment during the rental period or breach of this contract, weather or not caused by the active or passive negligence or other fault of any party indemnified herein and any of the forgoing arising or imposed in accordance with the doctrine of strict or absolute liability. Customers indemnity obligations shall survive the expiration or termination of this contract. If any part of this section is determined invalid by a court of competent jurisdiction, Customer agrees that this release and indemnification shall be enforceable to the fullest extent permitted by law.
  9. Delivery Date. Toolwell does not guarantee the on time delivery (on or before the delivery date) of the equipment at the site address as specified on the front of this contract. Under no circumstances shall Toolwell be liable to Customer or any other person, and to the fullest extent permitted by law, Customer indemnifies, releases, holds Toolwell harmless and at Toolwell’s request, defends (with counsel approved by Toolwell) from and against all liabilities, claims, losses, damages, and expenses (including attorney’s fees and expenses) however arising or incurred, related to any incident, lost sales or profits, work stoppage, delay, any damage to property, injury to, or death of, any person or any contamination or alleged contamination, or violation of law or regulation caused by or connected with (a) the failure to deliver the equipment; and (b) the failure to deliver the equipment on time; (c) any delay to deliver the equipment, whether or not caused by the active or passive negligence or other fault of any party indemnified herein and any of the forgoing arising or imposed in accordance with the doctrine of strict or absolute liability. Customer’s indemnity obligations shall survive the expiration or termination of this contract. If any part of this section is determined invalid by a court of competent jurisdiction, Customer agrees that this release and indemnification shall be enforceable to the fullest extent permitted by law.
  10. Insurance. During the rental period, Customer shall maintain, at its own expense, the following minimum insurance coverage; (a) general liability insurance of not less than $1,000,000 per occurrence, including but not limited to, coverage for Customer’s contractual liabilities herein (including the release and indemnification clause contained in section 8); (b) property insurance against loss by all risks to the equipment, in an amount at least equal to the MSLP thereof; (c) workers compensation insurance as required by law; and (d) if the equipment is to be used on any roadway, automobile liability and physical damage insurance (including comprehensive and collision coverage, a non-owned vehicle endorsement and uninsured / underinsured motorist coverage), in the same amounts set forth in subsections (a) and (b). Such policy shall be primary (and not on an excess basis), on an occurrence basis, named Toolwell as an additional insured and loss payee, and provide for Toolwell to receive at least 30 days prior written notice of any cancellation or material change in such coverage. Customer shall provide Toolwell with certificates of insurance evidencing the coverage required above prior to any rental and anytime upon Toolwell’s requests (failure to provide such certificates may constitute a breach of this contract). The insurance required herein does not relieve Customer of any of Customer’s responsibilities, indemnification or other obligations herein, or for which Customer may be liable by law or otherwise.
  11. Rental Period. “Rental period” commences when the equipment is delivered to Customer or the site address and continues until the equipment is returned to the Distribution Center during normal business hours, provided Customer has otherwise complied with this contract and the equipment is in the condition required herein. Toolwell may terminate this contract at any time, for any reason, after the estimated rental period identified on the front of this contract. If Customer elects for Toolwell to pick up the equipment, the day Customer calls Toolwell and receives a pick up number (defined below), Customer may receive a credit for the rental charges from the date the pick up number is given (so that the rental period ends on the date the pick up number is given), provided Customer has otherwise complied with this contract and the equipment is in the condition required herein.
  12. Rental Rates. The total charges specified in this contract are; (a) estimated based upon Customer’s representation of the estimated rental period identified on the front of this contract (rental rates beyond the estimated rental period may change); and (b) for the equipment’s use for “one shift” being not more than 8 hours per day and 40 hours per week unless otherwise noted. Rental rates for specified rental periods shall not be prorated and the total rental period rate shall apply. Customer shall notify Toolwell if the equipment is used in excess of the above number of hours or the estimated rental period, and if so used, Customer shall pay additional fees. In addition to the rental rates and other fees for the equipment, Customer is responsible for (i) all licenses, fees and taxes, based on Customer’s use of the equipment; (ii) delivery and pick up cost (“shipping charges” as identified on the front page of this contract) to and from the Distribution Center; (iii) maintenance, repairs and replacements to the equipment as provided herein; (iv) a cleaning fee if the equipment is returned unclean; (v) fees for lost parts; (vi) an environmental charge (designed to cover Toolwell’s direct and indirect cost of handling and disposing of wastes and hazardous materials). The environmental charge is not a government mandated charge. Payment for all estimated charges is due at the time of rental, in cash or by credit card, unless Toolwell approves Customer’s executed credit application.
  13. Payment. Customer is liable for and shall pay all rental charge(s) and applicable federal, state and/or local taxes, without any offsets, deductions or claims, in full no later than the end of the rental period, or if an approved credit Customer, upon receipt of Toolwell’s invoice. Customer must notify Toolwell in writing of any disputed amounts, including credit card charges, within 15 days after the receipts of the invoice/contract or Customer shall be deemed to have irrevocably waived its rights to dispute such amounts and the amounts shall be deemed final and binding. At Toolwell’s discretion, any credit account with a delinquent balance may be placed on a cash basis, deposits may be required and the equipment picked up without notice. Due to the difficulty in fixing actual damages caused by late payment, Customer agrees that a service charge equal to the lesser of 1.5% per month or the maximum rate permitted by law shall be assesses on all delinquent accounts, until paid in full. Deposits are only required to be returned after all fees and expenses paid in full. Customer agrees that if a credit card is presented to pay for charges or to guarantee payment, Customer authorizes Toolwell to charge the credit card the estimated charges specified in this contract, and any required security deposit and all additional charges subsequently incurred by Customer, including but not limited to, loss of or damages to the equipment. Toolwell will refund the security deposit minus any applicable repair cost, replacement cost or late charges after items have been returned to and inspected at the Distribution Center. If additional charges exceed the deposit amount, customer will be invoiced for the balance. Customer’s obligation to return and pay for the amount due herein shall survive the rental period and termination of this contract.
  14. Return of Equipment. At the end of the rental period, the equipment shall be returned to Toolwell in the same condition it was received, less ordinary wear and tear and free of any hazardous materials and contaminants. The rental period in this contract shall not terminate and rental charges shall continue to accrue until Toolwell confirms that the equipment is returned in the condition required herein. If Toolwell delivered the equipment to Customer, Customer shall notify Toolwell that the equipment is ready to be picked up at the site address and obtain a “pick up number” from Toolwell evidencing such call (“pick up number”); provided Customer remains liable for any loss of or damage to the equipment until Toolwell confirms that the equipment is returned in the condition required herein (which pick up number Customer shall keep for its records as proof of such a call). No pick ups occur on Saturdays and Sundays. If Customer picked up equipment, Customer shall return equipment to the same Distribution Center during that Distribution Center’s normal business hours. Any loss of or damage to the equipment resulting from a return other than as set forth above shall be Customer’s sole responsibility. If the equipment is not returned by the estimated end of the rental period specified on the front of this contract, in addition to the charges set forth in this contract, Customer agrees to pay the applicable daily late fees for the equipment until the end of the rental period.
  15. Default. Customer shall be in default if Customer: (a) fails to pay sums when due; (b) breaches any provision of this contract; (c) becomes a debtor in a bankruptcy proceeding, or goes into receivership; (d) places the equipment at risk if Toolwell, in good faith, deems itself insecure; (e) fails to return equipment immediately upon Toolwell’s demand; or (f) is in default under any other contract with Toolwell. If a Customer default occurs, Toolwell shall have, in addition to all rights and remedies at law or in equity, the right to enter the site address or wherever the equipment is located and repossesses the equipment without judicial process or prior notice. Customer shall pay all of Toolwell’s costs, including reasonable costs of collection, court costs and attorneys fees incurred in exercising any of its rights or remedies herein. The use of false identification to obtain equipment or the failure to return equipment by the end of the rental period may be considered theft, subject to criminal prosecution and civil liability where permitted, pursuant to applicable laws. Customer waives any right of action against Toolwell for such entry or repossession.
  16. Limitation of Toolwell’s liability. In consideration of Toolwell’s rental of the equipment to Customer, Customer agrees that Toolwell’s liability with respect to this contract, including any liability arising from Toolwell’s or any third parties’ comparative, concurrent contributory, passive or active negligence or that arises as a result of any strict or absolute liability, shall not exceed the total rental charges paid by Customer under this contract.
  17. Jury trial waiver. To the extent permitted by law, and any action to enforce or interpret the terms of this contract, the parties herby knowingly, voluntarily and intentionally waive any right they may have to a trial by jury. This waiver being a material inducement for the parties entering into this contract.
  18. Compliance with export and import laws. Customer acknowledges and agrees that the removal of the equipment from the United States is prohibited under this agreement.
  19. Miscellaneous. If this contract identifies any equipment that is to be purchased by Customer, Toolwell sells and delivers such equipment to Customer on an “AS IS, WHERE IS” basis with all faults and without any warranties (other than manufacturer’s warranties, if any) in consideration for Customer’s payment to Toolwell of the full purchase price of the equipment. Toolwell retains title to the equipment until Customer has paid in full. This contact: (a) together with any Customer executed credit application constitutes the entire agreement of the parties regarding the equipment and may not be modified except by written amendment signed by the parties; and (b) shall be governed by the laws of the State of North Carolina, without regard to any conflicts of law principles. If any provision of this contract is prohibited by law in any state, such provisions shall as to such state, be ineffective to the extent of such prohibition without invalidating the remaining provisions. Headings in this contract are for convenience only. Any failure by Toolwell to insist on any strict performance of any provisions of this contract shall not be construed as a waiver of the right to demand strict performance in the future. Customer, and the person signing this contract, represent that: (i) they both have full authority to execute, deliver and perform this contract; and (ii) this contract constitutes a legal, valid and binding obligation of Customer, enforceable in accordance with its terms.