RENTAL AND SERVICES CONTRACT AND TERMS AND CONDITIONS
Definitions
(a) "Company", "Owner" means Raven Center Holdings Ltd. O/A Raven Oilfield Rentals (ROR).
(b) "Charges" as applicable, Rent, amounts to be paid by Customer for Services, late payment charges, Extra Charges and other charges, fees, costs or amounts to be invoiced to Customer under this Contract if appliable, including Taxes, Termination Fee and costs to repair damage.
(c) "Damage" any damage resulting from accident, modification, misuse, abuse, neglect, unauthorized repairs or authorizations, lack of or improper maintenance, fire, weather or other natural causes.
(d) "Delivery" the later of the date on which the Equipment is delivered to the Site per the bill of lading, or the Services are substantially completed.
(e) "Equipment" the equipment that Raven Oilfield Rentals is renting to Customer, including each module together with any carry-on options and anciliary equipment, and all other contents and furnishings whether or not described in detail.
(f) "Extra Charges" the charges for the Extra Services which will be calculated by Raven Oilfield Rentals in its sole discretion based on a lump sum fee, or its time and materials cost, plus an applicable percentage mutually agreed upon by the Parties.
(g) "Extra Services" obligations of Customer under this Contract that Customer has not performed as required and that are performed by Raven Oilfield Rentals, additional Services requested by Customer, or as required to provide the requested Equipment and Services if information provided by Customer is incomplete or inaccurate.
(h) "Force Majeure" an event beyond Raven Oilfield Rentals reasonable control but excluding a lack of financial resources or available funds, loss of business market, economic hardship, or similar financial predicament.
(i) "Holdover" the period of time following the Minimum Committment and prior to the return of the Equipment to Raven Oilfield Rentals.
(j) "Insolvency Event" an event whereby a Party has any formal or informal proceeding for dissolution or liquidation instituted by or against it; makes a settlement of creditor claims against it or winds up its afdairs; ceases or threatens to cease carrying on business; is unable to pay its debts as they become due; makes or agrees to make a sale of all substantially all of its assets without complying with Laws; or commits an act of bankruptcy or otherwise acknowledges its insolvency.
(k) "Laws" any law, by-law, legislation, regulation, regulatory decision or juducial decition applicable to the Parties or this Contract and in effect from time to time.
(l) "Party" Customer or Raven Oilfield Rentals, and Parties means both of them.
(m) "Person" any individual, corporation, company, partnership, limited partnership, joint ventue, trust, syndicate, sole proproetorship, unincorporated organization, government body, or regulatory agency.
(n) "Rental Term" the total term for which Customer rents the Equipment from Raven Oilfield Rentals, including the Minimum Commitment and any Holdover.
(o) "Services" the transportation services, installation services, dismantle services or other services, if any, provided by Raven Oilfield Rentals.
(p) "Taxes" all taxes of any nature whatsoever, including excise taxes, goods and services taxes, duties and withholdings assessed or imposed by any level of government respecting this Contract, including the rental of the Equipment or the Services, but excluding any income taxes.
(q) "Termination Fee" the Rent that Customer is obligated to pay Raven Oilfield Rentals from the date of termination until the end of the Minimum Commitment, plus the Charges for the removal and transportation of the Equipment to Raven Oilfield Rentals.
RAVEN CENTER HOLDINGS LTD. O/A RAVEN OILFIELD RENTALS, hereinafter referred to as the “Company”, "Raven Oilfield Rentals", or "ROR", hereby rents to the person or persons referred to on the rental, hereinafter referred to as the “Customer”, certain equipment, and the customer agrees to pay as a rental therefore the sum stated on the rental. The said property is rented on the following terms and conditions agreed to by the parties.
Agreement. Customer must pay the charges and perform its obligations in exchange for Raven Oilfield Rentals renting the Equipment to Customer and performing the Services.
Rental. This Contract only grants Customer the right to use the Equipment and under no circustances is it to be considered a financing arrangement or does it give Customer any ownership, equity or other rights in or to the Equipment.
PERIOD OF RENTAL is as shown on rental.
RATE OF RENTAL is as shown on rental.
INSURANCE NOT INSURED, responsibility of Customer if/as required.
TRANSPORTATION: The rental price is F.O.B. the company’s warehouse and the Customer agrees to pay all transportation or cartage charges from and return to the Company’s warehouse.
DELIVERY AND INSTALLATION: Prices are based on the site being accessible, level and having adequate drainage.
CARE, CUSTODY AND CONTROL: At the time of Delivery, care, custody and control of the Equipment will pass to Customer. Customer agrees to properly protect all equipment from weather by suitable housing: to provide competent operators and return the equipment in as good condition as received, normal wear and tear accepted. The company shall have access to said equipment at all times for inspection. The risk and liability for any injury or damage to said equipment from any source or cause whatsoever until the equipment is returned to the Company, shall be borne by the Customer, and the amount of such damage shall be paid to the company by the Customer upon demand. Should the equipment be destroyed or cease to exist for any cause whatsoever during the term of this agreement, the Customer hereby agrees to pay the aforementioned valuation price to the Company on demand. Customer must not sub-rent the Equipment or allow any other Person to use the Equipment.
SITE: Customer must keep the Equipment on the Site at all times during the Rental Term. Customer grants Raven Center Holdings Ltd. a license to enter the Site to inspect the Equipment or to effect its remedies under Termination for Cause.
REPAIRS: If the Equipment becomes damaged during the term of this Contract, and repairs are necessary, the Customer hereby authorizes the Company to make such repairs and agrees to pay the Company the bill for such repairs at the price prevailing for the work required. In case of damage so serious that it would not be practicable to repair the equipment, the Customer agrees to pay the valuation price hereinafter set to the Company, on demand. If the Company shall elect, and money paid by the Customer to the Company may be applied first on any handling charges or repair charges or any other charges, accruing under the terms of this contract, which the Company may have been obligated to advance or make prior to applying such payments upon the amounts due for rents.
Cleaning charges, operational charges, and/or equipment repair charges due to Customer negligence, are in addition to rental rates and are charged upon completion of the rental term, at cost plus 10%, unless stated otherwise in the Contract.
MAINTENANCE: Oil changes are to be completed every 500 hours with 5-40 synthetic motor oil. Oil filter changes are to be completed every 250 hours. Equipment is to be returned clean and full of fuel. Any repairs and service charges will be determined upon return of equipment and charged to Customer, if applicable.
COMPANY’S REPRESENTATION: The equipment covered by this agreement is represented to be in good running order but is expressly understood that the company is in no way responsible for the engineering in connection with its use or the results accomplished by the equipment or accidents resulting from its use and the company does not represent to the customer that such equipment is suitable or will be suitable for any particular type of work.
CUSTOMER AGREES TO INDEMNIFY AND SAVE HARMLESS THE COMPANY FROM AND AGAINST ALL CLAIMS ARISING OUT OF THE CUSTOMER’S (OR HIS EMPLOYEES) USE OR OPERATION OF THE RENTED PROPERTY.
CANCELLATION: If the customer fails to make payment of any installment of rent, as aforesaid, for a period of ten (10) days or becomes bankrupt of violates any provision of this agreement or if the said equipment is levied upon of becomes liable to seizure, the company may, at its option, terminate this agreement without notice to the customer, and may take possession of the said equipment without becoming liable for trespass and may recover all rental due hereunder and full damages for any injury to the said equipment and all expenses incurred in retaking possession of the said equipment. In the event that the company takes any legal steps to enforce the terms of this contract, the customer agrees to pay, in addition to the costs and disbursements provided by statute, all reasonable legal fees necessitated by such action.
IT IS AGREED TIME IN THE PERFORMANCE OF EACH AND EVERY TERM AND CONDITION OF THIS AGREEMENT IS THE ESSENCE HEREOF.
IT IS AGREED nothing contained in this Contract shall be construed as an agreement of purchase.
The customer acknowledges that this contract constitutes the whole agreement between the parties and no representations or warranties have been made except as herein contained. No employee of the Company is authorized to alter the terms of this Contract in any way.
Customer is deemed to have accepted ROR Terms as soon as equipment is in Customer's care custody and control, regardless of whether the Contract is fully executed.
CONDITION: Customer acknowledges that, unless stipulated in the Rental and Services Contract, the Equipment is not new.
TITLE: At all times title to the Equipment remains vested in Raven Oilfield Rentals and Customer will not take any actions or may any representations to any other Person to the contrary. Customer must protect Equipment from distress or seizure. The Equipment is personal property and is not intended to be or become a fixture. Customer must ensure the Equipment does not become a fixture. If the Site is located on lands not owned by the Customer, then Customer must obtain from the owner of the lands an undertaking that the Equipment will not be deemed a fixture and may be removed at any time without notice. Raven Oilfield Rentals may take any reasonable action to safeguard its title to Equipment, including registering a security interest, and Customer waives any right to receive any statements or notices from Raven Oilfield Rentals in connection with any such security interest.
INSURANCE
COMMERCIAL GENERAL LIABILITY INSURANCE: Customer must at all times during the Rental Term have commercial general liability insurance to an inclusive limit not less than $5,000,000 per occurrence. Raven Center Holdings Ltd. O/A Raven Oilfield Rentals is to be named as an additional insured and granting Raven Center Holdings Ltd. thirty (30) days of written notice prior to the effective date of any change.
Force Majeure.
The Company will not be in default of the performance of any of its obligations under this Contract if it is prevented from performing any such obligation due to Force Majeure, but only to the extent and for the time period that the performance of such obligations is so prevented. The Company must give written notice to Customer of such Force Majeure as soon as reasonably possible in the circumstances, providing a description of the nature, cause and expected duration of the Force Majeure, and must give written notice to Customer of the end of the Force Majeure. The Company must take reasonable commercial action to minimize the effects and duration of any Force Majeure.