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Aria Technology Solutions LLC (hereinafter “Aria AV”)- Rental Agreement Governing Rental of Equipment (hereinafter, “Equipment” refers to those rental items listed on attached Rental Order) -Terms and Conditions
1. TERMS GOVERNING DELIVERED EQUIPMENT: Customer assumes all risk of loss or damage to the Equipment from the time of delivery by Aria AV or a designated Aria AV agent to Customer of the Equipment until the return of the Equipment to Aria AV’s designated location. Customer acknowledges that prior to accepting delivery of the Equipment, Customer examined it, saw it in operation, and is aware of its condition and that it is in good condition except for any defect(s) noted on the attached Rental Order. Loss or damage of Equipment will be charged to the Customer.
2. TERMS GOVERNING SHIPPED EQUIPMENT: Customer acknowledges that upon receipt of Equipment that is shipped to designated Customer location, Customer examined it, saw in operation, and is aware of its condition and that it is in good condition except for any defect(s) noted on the attached Rental Order. Unless Customer advises Aria AV to the contrary in writing (via facsimile, email, or a hard copy delivered in person) within two hours of the receipt of the Equipment, it shall be conclusively presumed that the Equipment was received in full, with no missing items, and in good operating condition. Equipment that is shipped to Customer is the responsibility of the Customer to ship back to Aria AV or Aria AV’s designated location at Customer’s risk and expense.
3. RENTAL TERM: Customer agrees to rent the Equipment from Aria AV for the period(s) specified on the attached Rental Order. ‘Rental Start Date’ indicates the date the Equipment ships from Aria AV’s premises or designated location. ‘Rental End Date’ indicates the date the Equipment should arrive back at Aria AV premises or designated location. With regards to the monthly rental period(s) (or longer), the rental period(s) of this Agreement may be extended by Aria AV for one or more successive renewal period(s) equal to the initial rental period(s), unless Customer provides Aria AV with written notice at least five (5) days prior to the end of the rental period or any renewal term that the Customer is discontinuing rental of the Equipment. The rental period(s) may not be shortened in any way. Customer is responsible for payment for the entire rental term.
4. TERMS GOVERNING EQUIPMENT RETURN: Customer is solely responsible for returning the Equipment to Aria AV or its designated location. If the Equipment is not returned by the Customer by the ‘Rental End Date’ as indicated on the attached Rental Order, rental charges will continue to accrue as the Agreement will be extended for one of more successive renewal period(s) equal to the initial rental period(s). Equipment must be returned to Aria AV in the same condition that it was in at the time it left Aria AV premises. Equipment is subject to inspection upon return to Aria AV or Aria AV’s designated location. Upon inspection by Aria AV, Customer will be responsible for any repair/replacement cost for the loss or damage to Equipment. It is the responsibility of Customer to obtain a return receipt from Aria AV upon return of the Equipment and such receipt must be kept by customer as a proof of return of rented Equipment. Equipment is subject to inspection upon return to Aria AV or to Aria AV’s designated location. All non-consumable accessories provided with the Equipment, whether or not specified herein, shall be deemed part of the Equipment and shall be returned to Aria AV with the Equipment. Customer retains responsibility for the condition and safe-keeping of the Equipment until that time the return of the Equipment is fully completed even in the event the return is reasonably delayed (e.g. scheduled pickup and/or return did not occur for whatever reason).
5. TERMS GOVERNING SHIPPING RETURN: If Customer is returning Equipment via shipment; Aria AV must receive the Equipment by the ‘Rental End Date’ as indicated on the attached Rental Order, otherwise, rental charges will continue to accrue as the Agreement will be extended for one of more successive renewal period(s) equal to the initial rental period(s). Customer must package the Equipment with extreme care and it must be returned to Aria AV in the same condition that is was in at the time it left Aria AV’s premises. Customer must acquire adequate packaging material at its own expense for the return shipment of Equipment. Equipment must be shipped back with a packaging slip on each box indicating number of boxes, number of skids (if appropriate), and asset numbers of returned Equipment. Equipment is subject to inspection upon return to Aria AV or Aria AV’s designated location. Upon inspection by Aria AV, Customer will be responsible for any repair/replacement costs for the loss or damage to Equipment. All non-consumable accessories provided with the Equipment, whether or not specified herein, shall be deemed part of the Equipment and shall be returned to Aria AV with the Equipment.
6. TERMS GOVERNING ADDITONAL DELIVERY FEES: Customer acknowledges and agrees that Aria AV is not responsible for and not liable for any Union, Storage, Electrical, Site, Loading, Parking, Drayage and Security Fees. These fees are strictly the responsibility of the customer.
7. TERMS GOVERNING CELLULAR CONNECTIONS: Customer acknowledges and agrees that Aria AV is not responsible for and not liable for any drops or disconnection in cellular connections provided with or within the Equipment. These cellular connections include but are not limited to 3G and 4G cellular connections. It is agreed that Aria Av shall not be liable to customer for, and customer releases Aria AV from damages from any drops in cellular connection.
8. TERMS GOVERNNING WI-FI CONNECTIONS: Customer acknowledges and agrees that Aria AV is not responsible for and not liable for any drops or disconnection in Wi-Fi connections provided with or within the Equipment. These Wi-Fi connections include but are not limited to Wireless A, B, G and N Wi-Fi connections. It is agreed that Aria Av shall not be liable to customer for, and customer releases Aria AV from damages from any drops in Wi-Fi connection.
9. TERMS GOVERNING DATA: Customer acknowledges and agrees that Aria AV is not responsible for any Customer data loss or data corruption. This data includes but is not limited to Customer’s proprietary software, Customer’s proprietary data, Customers Electronic Data and Customer’s Data accessed through any type of network. It is agreed that Aria Av shall not be liable to customer for, and customer releases Aria AV from damages resulting from data loss or data corruption.
10. CANCELLATION: If an Rental Order is not cancelled 48 hours prior to the delivery and/or shipment date, Customer is subject to a cancellation fee of 100% of the total rental amount shown on the attached Rental Order plus an amount equal to charges incurred by Aria AV in connection with its procurement of the Equipment and/or any shipping charges incurred prior to cancellation. This provision does not apply for those Rental Orders that are indicated as non-cancelable on the attached Rental Order.
11. USE/MAINTENANCE/SERVICE: The Equipment shall be operated in a careful and proper manner by competent persons (18 years of age or older) and in accordance with the manufacturer’s operating instructions. Customer shall notify Aria AV immediately of any operating problems with Equipment and request instructions before taking any remedial action or returning it to Aria AV. Credits for operating problems with Equipment will only be considered if Aria AV is immediately notified and the problem is documented by Aria AV.
12. LOCATION: Customer agrees not to remove the Equipment from the location at which Customer intends to use and/or operate the Equipment (hereinafter, “Location”) without Aria AV’s express prior written consent. Aria AV shall have the right to inspect the Equipment at the Location at any time during normal business hours.
13. REPAIR/REPLACEMENT COSTS: Customer shall maintain and keep in force insurance in such amounts as shall be satisfactory to Aria AV, covering the Equipment against fire, casualty, liability, theft and reimburse Aria AV for repair or replacement of the Equipment in the event of any damage to or loss of Equipment. If Aria AV so requests, Customer must name Aria AV as an additional insured and loss payee. Aria AV shall determine the repair/replacement cost(s) based on the cost to repair/replace the item(s) plus any other relevant factors that may arise that affect the overall cost to Aria AV. Customer must pay repair/replacement costs immediately and this payment obligation is not contingent upon receipt of payment to Customer by Customer’s insurance carrier. Rental charges will continue to accrue until payment of the deemed repair/replacement cost has been received in full by Aria AV. Rental charges will not be offset against replacement value.
14. TERMS GOVERNING PAYMENT AND LATE FEES: Customer agrees to pay Aria AV the rental payments as specified in the attached Rental Order and to pay all applicable federal, state or local taxes in connection with the rental or use of Equipment. In the event payment is not made to Aria AV by the ‘Date Due’, Customer shall pay a late charge of one and one-half percent (minimum of $25) per month in addition to any payment due.
15. ASSIGNMENT AND/OR SUBLEASE OF EQUIPMENT: Customer may not assign, sublease, or otherwise transfer the Equipment to any other party under any circumstances.
16. AGENCY: Customer is not the agent of Aria AV and may not represent itself as such under any circumstances.
17. NO WARRANTY INCLUDED: Customer acknowledges and agrees that Aria AV is neither the manufacturer nor an agent of the manufacturer of the Equipment, and that Aria AV makes no warranty, express or implied, of any kind with respect to the Equipment including but not limited to any warranty of merchantability of the Equipment or its fitness for any particular purpose, or its design or condition, or its quality, capacity or workmanship. Customer rents the Equipment as is with all its fault(s). Customer agrees to look solely to the manufacturer of the Equipment for any claim arising from any defect, breach of manufacturer’s warranty or inability to use the Equipment for any reason.
18. LIMITED LIABILITY: It is agreed that Aria AV shall not be liable to customer for, and customer releases Aria AV from damages from any cause whatsoever, including but not limited to Equipment malfunction, inoperability or customer’s failure to properly operate the Equipment. Aria AV expressly disclaims any liability for incidental or consequential damages.
19. INDEMNIFICATION/DISCLAIMER: Customer hereby indemnifies and holds harmless Aria AV, its officers, directors, agents and employees, from and against any and all loss, liability and expenses, including attorney’s fees and legal expenses, for property damage or personal injury, including death arising out of or in connection with the use or operation of the Equipment. Aria AV hereby notifies Customer that software or operating systems provided as part of the Equipment are protected under the copyright laws of the Unites States and that Customer is prohibited from duplicating, reproducing, publishing, reverse engineering or otherwise making any unauthorized use thereof. The indemnification set forth herein further serves to indemnify Aria AV from Customer’s unauthorized use, duplication, reproduction or publication of copyrighted materials included with the Equipment.
20. TERMS GOVERNING USE OF CREDIT CARD: Customer’s signature on this Agreement is verification that the credit card on the attached Rental Order is valid and Customer is authorized to use this credit card. This Agreement also verifies that you will be charged on this credit card, unless otherwise agreed upon in writing, for the cost for any Equipment lost, stolen, or damaged. If the rental contract is extended beyond the term stated above, all extensions will also be charged on the credit card listed on the attached Rental Order. Credit Card given to Aria AV to hold for security will be held on file and not charged unless agreed upon terms is breached by Customer.
21. LEGAL FEES,EXPENSES,ETC: Customer is responsible for all legal fees and expenses incurred by Aria AV in the event that Aria AV takes legal action against Customer to enforce any of Aria AV’s rights under this Agreement, including but not limited to (i) any of Aria AV rights to the return of Equipment, indemnification, reimbursement, cost of collection of any other sum provided for herein or (ii) any of Aria AV’s rights to expenses incurred by Aria AV, directly or indirectly in connection with such legal action, including but not limited to, attorney’s fees and expert fees.
22. DEFAULT: In the event that the customer fails to comply with any of the provisions of this Agreement, including, but not limited to, making timely payments of sums due hereunder to Aria AV, or in the event that Customer becomes insolvent or makes an assignment for the benefit of creditors, or if any bankruptcy, reorganization, arrangement or liquidation proceedings under Federal Bankruptcy code or any other law for the relief of debtors instituted, or if the Equipment is levied upon or otherwise taken from the Location or their site where the Equipment is located, then (i) Customer shall be deemed to be in default hereunder, and Aria AV at is option may declare this Agreement to be terminated, (ii) Aria AV or its agents may repossess and remove the Equipment and, (iii) Aria AV may pursue any other remedy it may have against Customer. If any of the Equipment is levied upon or removed from the Location or other site where Equipment is located, Customer hereby agrees to pay Aria AV as liquidated damages the full amount of the fair market value of such Equipment. In addition to the foregoing, Customer hereby agrees to pay (i) all bank and other charges resulting from a check of Customer being returned for insufficient or uncollectible funds, (ii) all of Aria AV’s collection cost from Customer, (iii) a late charge of 1.5% (minimum of $25) per month of any delinquent amount, and (iv) any difference between (a) the actual rental provided herein for the period(s) of the Agreement and (b) the rental that would have been charged by Aria AV had the rental payments been calculated on the basis of a term that commenced on the date of this Agreement and ended on the date of the Customer’s default.
23. GENERAL: Aria AV shall not be responsible for failure to fulfill its obligations under this Agreement due to cause or circumstances beyond its control. In the event of any liability for Aria AV, such liability shall be limited solely to the rental charge of the Equipment as indicated on the attached Rental Order. Aria AV shall not be liable for any consequential damages in the event of a default by Aria AV. Customer agrees that it may not and shall not offset against sums due to Aria AV for any existing or future claims that Customer may assert against Aria AV. This agreement constitutes the entire Agreement and understanding between the parties and may not be altered, modified, or amended except in writing as signed by an authorized official to Aria AV. This Agreement shall be governed by and construed under the laws of the State of Illinois.