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Welders Supply Company of Louisville, Inc.
Terms and Conditions of Equipment Rental

  1. Equipment Rental Limited to Terms.
    • Applicability. The terms and conditions of equipment rental (these “Rental Terms”) and the provisions of any documents specifically referenced in these Rental Terms set forth the entire understanding and agreement between Welders Supply Company of Louisville, Inc. having an address at 331 Boxley Avenue, Louisville, KY 40209 (“Welders”) and the customer (the “Lessee”) relating to Welders’ rental of the equipment , hoses, cables, nozzles, or other items (the “Rented Property”) described on the applicable rental agreement, packing slip, delivery receipt, or the mobile receipt (each a “Contract Document”) identifying such Rented Property.
    • Modification and Other Terms. These Rental Terms may not be modified, amended, or rescinded, except by a writing signed by both Welders and Lessee which specifically states that these Rental Terms are modified. These Rental Terms shall prevail over any of Lessee’s general terms and conditions regardless of whether or when Lessee has submitted its rental order or such terms. Fulfillment of rental order does not constitute acceptance of any of Lessee’s terms and does not serve to modify or amend these Rental Terms.
  2. Acceptance of Terms. Lessee shall be deemed to have accepted these Rental Terms by: (a) signing or otherwise acknowledging the applicable Contract Document, electronically or otherwise, or (b) accepting the shipment of Rented Property without a written objection.
  3. Acknowledgment of Receipt of Rented Property. Lessee acknowledges receipt of the Rented Property described in the applicable Contract Document. Lessee shall be conclusively presumed to have possession or control of such Rented Property until the earlier of (a) Welders’ receipt of Lessee’s statement in writing that Lessee is unable, for any reason, to return such Rented Property (and any Rented Property subject to such a statement shall be deemed to be lost for purposes of below paragraph titled Loss, Damage or Destruction of Rented Property), or (b) Welders receives actual possession of such Rented Property and has given Lessee a signed receipt (on form satisfactory to Welders) evidencing such return. NO CLAIM THAT ANY RENTED PROPERTY HAS BEEN RETURNED WILL BE HONORED UNLESS CUSTOMER HOLDS SUCH A SIGNED RECEIPT FROM WELDERS EVIDENCING THE RETURN OF THAT PROPERTY.
  4. Use of Rented Property. Lessee shall use the Rented Property in a careful and proper manner, and only in the normal and ordinary course of Lessee’s business. Lessee shall comply with, and shall use the Rented Property in accordance with, all state, federal and local laws, rules, regulations, statutes, and ordinances applicable to Lessee or the Rented Property.
  5. Loss, Damage or Destruction of Rented Property.
    • a. If any Rented Property leased hereunder by Welders to Lessee is lost, destroyed, or damaged to the extent that repair of the Rented Property is not economically reasonable (damage to fittings on any Rented Property shall constitute damage to that Rented Property) from any cause while the Rented Property is leased to the Lessee, Lessee shall pay to Welders that amount Welders would be required to pay to replace the particular item of Rented Property which is lost, destroyed or damaged beyond repair.
    • b. If any Rented Property is damaged, but in Welders’ judgment it may be repaired so that its condition will be at least equal to its condition just before it was damaged, Lessee shall pay to Welders any cost or expenses (including, without limitation, any expenses for transportation) incurred by Welders in having the Rented Property repaired. Welders shall determine in its own discretion whether repair of any Rented Property is economically feasible.
    • c. Lessee shall pay daily rental fees or demurrage for each item of Rented Property which is lost, damaged, or destroyed in accordance with below paragraph titled Rental Charges until the damaged item is returned to Welders fully repaired, or if the Rented Property is lost, destroyed or damaged beyond repair, until Welders is paid in full in accordance with this paragraph.
  6. Rental Charges. Lessee shall pay rent for each item of Rented Property at the daily, weekly, or monthly rate set out for each item of Rented Property on the applicable Contract Document. Lessee may pay either the monthly or weekly rate for each thirty-day rental period or portion thereof; and either the weekly or daily rate for each seven-day rental period or portion thereof. Lessee shall pay one full day’s rent at the full daily rate for each twenty-four hour period, or portion thereof with respect to each item of Rented Property. Rent for the Rented Property shall accrue during the entire time that the Customer is presumed to have possession of the Rented Property pursuant to the above paragraph titled Acknowledgement of Receipt of Rented Property.
  7. Shipping, Shipping Charges, and Risk of Loss. Any of the Rented Property which Lessee requests to be delivered shall be delivered F.O.B. Welders’ place of business. If an amount for transportation charges is stated on the applicable Contract Document, Lessee shall reimburse Welders for the shipping expenses. Otherwise, Welders shall pay shipping expenses. Welders is authorized to ship the Rented Property to Lessee by its own delivery truck, or by common carrier, and in such case the carrier shall be instructed to deliver to the person at the shipping address shown on the applicable Contract Document. When the Rented Property is shipped by common carrier, Welders does not assume responsibility for damage or loss in transit.
  8. Location of Rented Property. Lessee shall at all times keep the Rented Property at the address of Lessee listed on the applicable Contract Document. Lessee shall not remove the Rented Property or any portion thereof from such location without Welders’ prior written consent.
  9. Title to Rented Property. Title to Rented Property shall remain with Welders at all times during the rental period, and the delivery of the Rented Property to Lessee and Lessee’s possession thereof shall constitute a bailment. Lessee shall have no right, title, or interest in the Rented Property except as expressly set forth in this Agreement.
  10. Claims and Limitation of Liability.
    • a. Lessee shall examine the Rented Property before signing the Agreement or otherwise accepting delivery of it, and if any Rented Property is damaged or not in the quantities as described on the applicable Contract Document, Lessee must note the damages or the incorrect quantities on the face of the applicable Contract Document at the time of execution of the Agreement or delivery of Rented Property. Welders shall have no liability to Lessee for loss or damage to any of the Rented Property in transit if the Rented Property is not delivered by common carrier, or otherwise is not delivered by Welders or its employees.
    • b. Lessee agrees to accept tolerances in the Rented Property consistent with the trade usage, custom, course of dealing, and industry practice.
    • c. If any of the Rented Property is subject to a warranty by any person who manufactured it or sold it to Welders, Lessee’s sole and exclusive remedy for failure of the Rented Property to conform to those warranties shall be the claims, if any, that Welders has against such manufacturer or other seller, AND WELDERS SHALL HAVE NO LIABILITY WITH RESPECT THERETO. Lessee shall make any claim on account of such failure solely against the manufacturer or other seller, and shall not make any claim against Welders with respect thereto.
    • d. Lessee’s sole and exclusive remedy for failure of Welders to perform its duties under this Agreement shall be, at Welders’ option:
      • i. Reimbursement to Lessee of the rental fee allocable to the nonconforming item(s) of Rented Property, which have been returned to Welders;
      • ii. Replacement of the nonconforming item(s) of Rented Property.
    • e. LESSEE’S LIABILITIES ARE EXPRESSLY LIMITED AS SET OUT HEREIN, AND WELDERS SHALL NOT BE LIABLE FOR ANY DIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE) INCURRED BY LESSEE OR ANY OTHER PERSON AS A RESULT OF ANY BREACH OF WARRANTY OR REPRESENTATION WITH RESPECT TO THE RENTED PROPERTY.
  11. Indemnity. Each party (the “Indemnitor”) shall, at all times, indemnify and hold harmless the other party, its directors, trustees, officers, employees, volunteers, and agents (the “Indemnitees”) from, against, and in respect of any and all assessments, losses, liabilities, judgements, damages, fines, costs, and expenses of any kind or nature arising from or incident to any actions, claims, demands, or suits resulting from or incident to the Indemnitor’s representations and warranties contained in these Rental Terms, breach of the Rental Terms, violation of the law, or negligence or willful misconduct. In addition, such indemnification shall include, without limitation, the Indemnitee’s attorney, accountant, and expert witness fees and all costs of discovery, litigation, and settlement.
  12. Events of Default. The occurrence of any of the following events (the “Events of Default”) shall constitute a default under this agreement:
    • a. Failure of Lessee to pay when due any installment of rent or any other sum required by this Agreement to be paid by Lessee.
    • b. Failure of Lessee to observe, perform or comply with any term, obligation, covenant, or condition contained in this Agreement, other than the obligation to pay rent or other sums within ten (10) days after Welders notifies Lessee of the failure.
    • c. Lessee shall (i) be generally not paying its debts as they become due, (ii) admit its inability to pay its debts generally as they become due, (iii) make a general assignment for the benefit of creditors, (iv) file a petition, or admit (by answer, default or otherwise) the material allegations of any petition filed against it, in bankruptcy under the federal bankruptcy laws (as in effect on the date of this Agreement or as they may be amended from time to time), or under any other law for the relief of debtors or for the discharge, arrangement, or compromise for debtors’ debts, or (v) consent to the appointment of a receiver, liquidator, assignee, custodian, trustee, sequester, or other official with similar powers over Lessee or a substantial part of its property.
    • d. A petition shall be filed against the Lessee in proceedings under the federal bankruptcy laws (as in effect on the date of this Agreement or as they may be amended from time to time), or under any other laws for the relief of debtors or for the discharge, arrangement or compromise of debtors’ debts, or an order shall be entered by any court of competent jurisdiction appointing a receiver, trustee, or liquidator of Lessee or all or part of Lessee’s assets, and such petition or order is not dismissed or stayed within sixty (60) consecutive calendar days after entry thereof.
  13. Remedies. Upon the occurrence of any Event of Default, and at any time thereafter, Welders may:
    • a. Terminate this Agreement, whereupon all rights of Lessee to the use of the Rented Property shall absolutely cease and terminate, and recover all rent and other sums then due under the terms of this Agreement.
    • b. Take possession of the Rented Property after terminating this Agreement, and for this purpose may enter upon any premises of Lessee without any liability for such entry.
  14. Return of Rented Property. At the end of the rental period, Lessee shall return the Rented Property to Welders in good repair, condition, and working order, ordinary wear and tear excepted. Lessee may return Rented Property during Welders normal business hours found at www.welderssupplyco.com. Upon return of the Rented Property to Welders, Welders shall inspect the Rented Property for any damage that may have occurred during the rental period and describe any such damage on the applicable Contract Document. Lessee shall pay the costs and fees required by the above paragraph titled Loss, Damage or Destruction of Rented Property in connection with the loss of or damage to any of the Rented Property.
  15. EXCLUSION OF OTHER WARRANTIES. WELDERS MAKES NO IMPLIED WARRANTY OF MERCHANTIBILITY, NO IMPLIED WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE, AND NO OTHER WARRANTY, EITHER EXPRESS OR IMPLIED, CONCERNING THE RENTED PROPERTY, AND MAKES NO WARRANTIES WHICH, BUT FOR THIS PROVISION, MIGHT HAVE ARISEN FROM ANY COURSE OF DEALING OR CUSTOM OR USAGE OF TRADE.
  16. Further Assurances. At Welders’ request, Customer shall sign financing statements or other documents or instruments necessary to make public filings reflecting Welders’ ownership of any interest in the Rented Property and authorizes Welders to make any such filings that Welders may deem appropriate. Such filings and this provision are precautionary only and do not evidence any intention that this Agreement create any security interest.
  17. Severability. If any term or provision of these Rental Terms is invalid, illegal, or unenforceable in any jurisdiction, that invalidity, illegality, unenforceability shall not affect any other term or provision of these Rental Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
  18. Headings. The headings used in these Rental Terms have been included solely for ease of reference and shall not be considered in the interpretation or construction of this Agreement.
  19. Governing Law. The terms, conditions, and provisions of Welders’ lease of the Rented Property to Lessee shall be governed in all respects by and construed in accordance with the laws (including, without limitation, the conflicts of law rules) of the Commonwealth of Kentucky.

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