When you hire equipment from ES Broadcast Hire’s USA office, your obligations and rights are set out under our Terms and Conditions of Hire for the USA. These terms form part of the contract you agree to when hiring broadcast equipment from us.
You can read these Terms and Conditions of Hire on this web page, or can download a copy using the button below. You will also be sent a copy by our Hire team prior to agreeing your equipment hire from us.
Please note, if you are hiring equipment from one of our offices in a country other than the USA, there may be specific terms for that country (these will also be sent to you when you agree your rental). You can find these terms listed below:
If you have any questions about these Terms and Conditions of Hire, please get in touch and we can help.
TERMS AND CONDITIONS OF HIRE: USA
These Equipment Rental Terms and Conditions (“Terms”) together with the any other documents, appendices, exhibits and schedules attached or referenced on these Terms, including any and all rental orders (each a “Rental Order”) entered into between the parties constitute the complete and final agreement (the “Agreement”) of ES Broadcast Hire, Inc., a company formed under the laws of the State of Delaware with a registered address of 251 Little Falls Drive, Wilmington, DE 19808 (“ES Broadcast Hire”) under which ES Broadcast Hire will rent the equipment set forth in any Rental Order together with any parts, accessories, manuals and instructions provided for it, as well as any substitutions or replacements (the “Equipment”) and provide certain related services (“Services”). All prior negotiations, proposal and writings pertaining to this Agreement or the subject matter thereof, are superseded hereby.
Any reference to a quotation, bid or proposal does not imply acceptance of any terms, condition or instruction contained in such document unless expressly stated otherwise on the Rental Order. In the event of any ambiguities, express conflicts or discrepancies in the documents referenced in any Rental Order and these Terms, the parties agree that these Terms will supersede. No variation to the terms of this Agreement shall be binding unless agreed in writing between the authorized representatives of Lessee and ES Broadcast Hire. All headings and numberings contained in these Terms are for convenience of reference only. For good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:
1. Rental of Equipment
a. Any quotes or estimates provided by ES Broadcast Hire to Lessee for the rental of Equipment shall not constitute an offer and will only be valid for a period of thirty (30) days from its issue date or any other date as indicated in the quotation provided by ES Broadcast Hire.
b. A Rental Order entered into between the parties constitutes an offer by Lessee to lease the Equipment strictly in accordance with these Terms, as may be updated from time to time with notice from ES Broadcast Hire to Lessee. Lessee shall be solely responsible for ensuring the accuracy of the Rental Order submitted by Lessee. A Rental Order shall only be deemed accepted when ES Broadcast Hire indicates its acceptance of the Rental Order, at which point ES Broadcast Hire agrees to lease and Lessee agrees to rent, the Equipment and provide the Services in accordance with the terms and provisions of the Agreement.
c. Notwithstanding anything set forth in Section 1(a) above, ES Broadcast Hire reserves the right at any time prior to delivery of the Equipment, to
(i) increase the Rental Fees (as defined in Section 3 below) to reflect any increase in costs to ES Broadcast Hire due to any factor beyond the control of ES Broadcast Hire (such as, without limitation, alteration of duties, significant increase in the cost of labor, materials or other costs); and
(ii) change delivery dates, quantities or specifications for the Equipment or Services as a result of any delay caused by the failure of Lessee to give ES Broadcast Hire adequate information or instructions.
2. Rental Term
The rental term commences upon dispatch of the Equipment by ES Broadcast Hire as specified in Section 5 below and expires on the day set forth in the applicable Rental Order unless terminated earlier in accordance with these Terms (the “Rental Term”). ES Broadcast Hire may charge late fees and penalties if the Equipment is not returned by the expiration of the Rental Term.
If the parties mutually agree to extend the Rental Term, then Lessee agrees to pay ES Broadcast Hire’s then current standard rental fees/rates. If Lessee continues to hold possession of the Equipment after expiration or termination of the Rental Term, then all of Lessee’s obligations shall remain in full force and effect as if this Agreement had not expired or been terminated.
3. Rental Fees
Rental rates, fees and other costs (“Rental Fees”) shall be as set forth in each Rental Order. The Rental Fees are firm only for the agreed upon Rental Term after which time ES Broadcast Hire may increase the Rental Fees immediately upon written notice. Any amounts payable under this Agreement are exclusive of any applicable value added tax and any other applicable taxes and duties or similar which Lessee shall be additionally liable to pay to ES Broadcast Hire.
4. Terms of Payment
Subject to any special terms agreed in writing between Lessee and ES Broadcast Hire, ES Broadcast Hire shall invoice Lessee on or at any time after delivery of the Equipment. ES Broadcast Hire reserves the right to require a deposit or upfront payment of Rental Fees. Lessee shall pay the full charges for the Rental Term without any set-off, counterclaim, deductions or withholding on the terms agreed to in the Rental Order. Time is of the essence for payment. Receipt for the payment shall be issued only on request. If Lessee fails to make any payment on the due date then, without limiting any other rights to remedies available to ES Broadcast Hire, ES Broadcast Hire may:
a. terminate the Agreement or suspend any further deliveries to Lessee; and/or
b. charge Lessee interest (both before and after any judgment) at the lower of
(i) the maximum amount allowed under applicable law or
(ii) five percent (5%) per annum above the base rate of the Bank of Scotland from time to time, until payment in full is made (part of a month being treated as a full month for the purpose of calculating interest).
Delivery of the Equipment shall be made either:
a. Lessee or its agent collecting the Equipment at ES Broadcast Hire’s premises; or
b. ES Broadcast Hire or its agent delivering the Equipment to a place agreed by the Parties.
Unless otherwise agreed in writing, Lessee is responsible for all costs of shipping and transportation charges associated with the delivery of the Equipment. Upon delivery, Lessee shall be responsible to inspect the Equipment and immediately notify ES Broadcast Hire of any Equipment determined to be missing or not in good working condition. Unless Lessee notifies ES Broadcast Hire within twenty-four (24) hours of delivery of any issues with the Equipment, Lessee shall not be entitled to reject the Equipment and ES Broadcast Hire shall have no liability for any defect or failure and the Equipment will be deemed accepted and of satisfactory quality and fit for its purpose.
After delivery, the cost of all necessary repairs to the Equipment shall be paid by Lessee including any repairs or damage to the Equipment that are caused by Lessee or Lessee ‘s employees or agents and any damages caused by third parties, including shippers and common carriers, during any transport or storage of the Equipment.
6. Risk and Property
Risk of damage, loss, theft or destruction of the Equipment shall pass to Lessee on dispatch of the Equipment. The Equipment shall remain at the sole risk of Lessee during the Rental Term and any further term during which the Equipment is in the possession, custody or control of Lessee until such time as the Equipment is redelivered to ES Broadcast Hire.
Ownership of the Equipment shall at all times remain with ES Broadcast Hire and Lessee shall have no right, title or interest in or to the Equipment (save the right to possession and use of the Equipment subject to the Agreement).
8. Lessee’s use of Equipment
a. Lessee shall not make any modifications to the Equipment, dismantle the Equipment nor remove from the Equipment any notice, bar code or serial number without the prior written consent of ES Broadcast Hire.
b. Lessee shall not permit the Equipment to be used in any hazardous or dangerous manner or for any unlawful purpose.
c. It is Lessee’s responsibility to ensure that the Equipment is kept and operated in a suitable environment and is used only in a proper manner for the purpose for which it was intended and designed by a competent person or persons without risk to health and safety and not contrary to any law, and operated in a proper manner by trained competent staff in accordance with any operating instructions.
d. Lessee must apply for any licenses, authorizations or permits necessary regarding possession and use of the Equipment in any jurisdiction.
e. During the Rental Term, Lessee shall:
(i) maintain at its own expense the Equipment in good and substantial repair in order to keep it in as good an operating condition as it was at the commencement of the Rental Term (fair wear and tear only excepted) including replacement of worn, damaged and lost parts, and shall promptly repair any damage to the Equipment;
(ii) permit ES Broadcast Hire or its duly authorized representative to inspect the Equipment at all reasonable times and for such purpose to enter upon Lessee’s premises or any location at which the Equipment may be located, and shall grant reasonable access and facilities for such inspection;
(iii) maintain operating and maintenance records of the Equipment and make copies of such records readily available to ES Broadcast Hire, together with such additional information as ES Broadcast Hire may reasonably require;
(iv) not, without the prior written consent of ES Broadcast Hire, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Equipment or allow the creation of any mortgage, charge, lien or other security interest in respect of it;
(v) not without the prior written consent of ES Broadcast Hire, attach the Equipment to any land or building so as to cause the Equipment to become a permanent or immovable fixture on such land or building. If the Equipment does become affixed to any land or building, then the Equipment must be capable of being removed without material injury to such land or building and Lessee shall repair and make good any damage caused by the affixation or removal of the Equipment from any land or building and indemnify ES Broadcast Hire against all losses, costs or expenses incurred as a result of such affixation or removal;
(vi) not do or permit to be done any act or thing which will or may jeopardize the right, title and/or interest of ES Broadcast Hire in the Equipment and, where the Equipment has become affixed to any land or building, Lessee must take all necessary steps to ensure that ES Broadcast Hire may enter such land or building and recover the Equipment both during the term of the Agreement and for a reasonable period thereafter, including by procuring from any person having an interest in such land or building, a waiver in writing and in favor of ES Broadcast Hire of any rights such person may have or acquire in the Equipment and a right for ES Broadcast Hire to enter onto such land or building to remove the Equipment;
(vii) not suffer or permit the Equipment to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Equipment is so confiscated, seized or taken, Lessee shall notify ES Broadcast Hire and Lessee shall at its sole expense use its best endeavours to procure an immediate release of the Equipment and shall indemnify ES Broadcast Hire on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;
(viii) ensure that at all times the Equipment remains identifiable as being ES Broadcast Hire’s property and wherever possible shall ensure that a visible sign to that effect is attached to the Equipment; and
(ix) not do or permit to be done anything which could invalidate the insurances referred to in Section 15 and set forth on the cover page to these Terms.
9. Storage and Return
Equipment must be returned by Lessee to ES Broadcast Hire at the earlier of
(a) the end of the Rental Term; or
(b) upon termination of the Agreement for any reason,
at Lessee’s own risk and expense in good condition and state of repair either by Lessee returning the Equipment to ES Broadcast Hire’s premises or by ES Broadcast Hire collecting the Equipment from a location agreed between the parties. ES Broadcast Hire has the absolute right to retake possession of the Equipment in the event Lessee fails to return it and to exercise its full rights for retaking possession including entry onto land or premises for that purpose.
Prior to its return Lessee must erase all recorded content whether audio, images (in any form), data or video. Lessee authorizes ES Broadcast Hire to clean the Equipment of any and all images, content or data immediately upon return of the Equipment to ES Broadcast Hire. It shall be the sole responsibility and obligation of Lessee to arrange for the safeguarding and storage of Lessee’s images, content or data prior to the return of the Equipment to ES Broadcast Hire.
Without limiting the forgoing, ES Broadcast Hire shall not be responsible for disclosure of Lessee data due to the re-rental of Equipment previously used by Lessee, and Lessee agrees to hold harmless, defend and indemnify ES Broadcast Hire from and against all claims, losses, liabilities and expenses (including attorney’s fees and other litigation or settlement costs) arising out of or in connection with any such disclosure of Lessee data. Furthermore, Lessee acknowledges that ES Broadcast Hire shall have no legal obligation to (erase securely or otherwise) Lessee’s recorded content on any media nor shall ES Broadcast Hire be obligated to or expected to retain said content or data for any period of time under this Agreement. ES Broadcast Hire is not responsible for the loss of content or data from any cause whatsoever, including, but not limited to technical malfunction, physical damages or errors on the part of ES Broadcast Hire employees, agents, representatives, contractors or subcontractors, nor any consequential loss or damages of any kind whatsoever.
ES Broadcast Hire shall use reasonable efforts to provide the required version of any software related to the Equipment (“Software”), however, it is Lessee’s entire responsibility to ensure any equipment, system and/or network compatibility unless otherwise agreed in writing in advance. All Software is provided on an “as is” basis and ES Broadcast Hire does not warrant or guarantee that Lessee’s use of the Software will be uninterrupted or error-free.
(a) not to copy the Software;
(b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary, alter or modify, the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
(c) not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things;
(d) to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;
(e) to include our copyright notice on all entire and partial copies of the Software in any form;
(f) not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from ES Broadcast Hire; and
(g) to comply with all applicable technology control or export laws and regulations.
11. Warranties and Liability
ES Broadcast Hire warrants that the Equipment shall substantially conform to its specifications (as made available by ES Broadcast Hire) and be in good working order when dispatched for delivery.
Other than the foregoing representation related to the Equipment, ES BROADCAST HIRE MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE (INCLUDING ANY WARRANTY OF MERCHANTABILITY; OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY) WITH RESPECT TO THE EQUIPMENT, THE SOFTWARE OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE FITNESS, QUALITY, DESIGN, CONDITION, REPAIR, MERCHANTABILITY, FUNCTIONING, PERFORMANCE OR MALFUNCTIONING OF THE EQUIPMENT, SOFTWARE OR SERVICES.
Without intending to limit the foregoing, ES Broadcast Hire shall have no liability for
(a) defects arising from fair wear and tear, willful damage, negligence, abnormal working conditions, failure to follow instructions (whether oral or in writing), misuse or alteration or repair of the Equipment without ES Broadcast Hire’s approval; or
(b) delay in supplying or any failure to supply the Equipment in accordance with the Terms.
12. Disclaimer of Damages
IN NO EVENT SHALL ES BROADCAST HIRE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE ARISING OUT OF OR RELATING TO ANY BREACH OF THE AGREEMENT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY LESSEE OR COULD HAVE BEEN REASONABLY FORESEEN BY THE PARTY, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
13. Limitation of Liability
EXCEPT FOR DEATH OR BODILY INJURY RESULTING FROM ES BROADCAST HIRE’S ACTS OR OMISSIONS, IN NO EVENT SHALL ES BROADCAST HIRE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE LEASE OF THE EQUIPMENT OR PROVIDING OF SERVICES RELATED THERE, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL RENTAL FEES PAID HEREUNDER.
Lessee hereby agrees to indemnify, defend and hold ES Broadcast Hire, its affiliates and their directors, officers, agents, employees, representatives and assigns, harmless from and against all liabilities, demands, damages, expenses and losses (including reasonable attorney fees and costs) of whatever nature arising out of
(a) any breach by Lessee of this Agreement;
(b) the negligence, recklessness, or wilful misconduct on the part of Lessee or its employees, officers, contractors or agents;
(c) the use (whether permitted or not), misuse or mishandling of the Equipment and Software by Lessee or any of its employees, officers, contractors and representatives; and
(d) damage caused to the Equipment or Software by any person during the Rental Term.
Without limiting ES Broadcast Hire’s remedies hereunder, ES Broadcast Hire shall have the right to charge the full replacement cost of any lost or damaged Equipment or Equipment which in the view of ES Broadcast Hire is uneconomic to repair in the value of new replacement equipment, for any consequential loss to ES Broadcast Hire arising out of the loss or damage of the Equipment and damages for the loss use of such Equipment equal to the Rental Fees charged hereunder.
Lessee shall maintain at all times during the Rental Term, the insurance set forth on Exhibit A to these Terms with reputable insurers approved by ES Broadcast Hire. Lessee shall ensure that the insurance policies referred to above name ES Broadcast Hire as additional named assured for all rights and interests under the policies. Lessee shall on demand provide ES Broadcast Hire with the insurance certificates, copies of the policies (including additional insured endorsements) and details of the above policies.
a. Termination by ES Broadcast Hire For Cause. Without affecting any other right or remedy available to it, ES Broadcast Hire may terminate the Agreement with immediate effect by giving notice to Lessee if:
(i) Lessee commits a material breach of any term of the Agreement which breach is incurable or (if such breach is curable) fails to remedy that breach within a period of five (5) days after being notified to do so;
(ii) Lessee breaches this Agreement more than once during the Rental Term; or
(iii) Lessee suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
b. Insolvency. This Agreement and Lessee’s right to rent the Equipment will cease immediately upon written notice if Lessee makes an involuntary assignment of its assets for the benefit of its creditors, files a voluntary petition under federal or state bankruptcy or insolvency laws, a receiver or custodian is appointed for Lessee’s business, proceedings are instituted against Lessee under federal or state bankruptcy or insolvency laws or Lessee suffers any similar insolvency event.
c. Automatic Termination. This Agreement shall automatically terminate if, due to Lessee’s default, the Equipment is, in ES Broadcast Hire’s reasonable opinion damaged beyond repair, lost, stolen, seized or confiscated.
d.Termination by Lessee. Lessee may only terminate or cancel the Agreement if ES Broadcast Hire consents to such termination in writing. ES Broadcast Hire has no obligation to agree to any termination or cancellation of the Agreement. Lessee shall indemnify ES Broadcast Hire in full against all loss (including loss of profit), costs (including the cost of all labour and materials), damages, charges and expenses incurred by ES Broadcast Hire as a result of cancellation or termination.
17. Post-Termination Obligations.
a. Upon termination of the Agreement, however caused:
(i) ES Broadcast Hire’s consent to Lessee’s possession of the Equipment shall terminate and ES Broadcast Hire may, by its authorized representatives, without notice and at Lessee’s expense, retake possession of the Equipment and for this purpose may enter Lessee’s premises or any premises at which the Equipment is located; and
(ii) without prejudice to any other rights or remedies of Lessee, Lessee shall pay to ES Broadcast Hire on demand:
- all outstanding Rental Fees and other sums due but unpaid at the date of such demand together with any interest accrued pursuant to Section 4; together with
- any costs and expenses incurred by ES Broadcast Hire in recovering the Equipment and/or in collecting any sums due under the Agreement (including any storage, insurance, repair, transport, legal and remarketing costs).
b. Upon termination of the Agreement pursuant to Section 16(a) or (c) without prejudice to any other rights or remedies of ES Broadcast Hire and in addition to any amounts due under Section 17(a)(ii), Lessee shall pay to ES Broadcast Hire on demand a sum equal to the whole of the hire payments that would (but for the termination) have been payable if the Agreement had continued from the date of such demand to the end of the Rental Term.
c. Termination or expiration of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiration, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiration.
18. Confidential Information
Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs (including but not limited to pricing, charges or details of the Rental Order), except as permitted by this Section 18. Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Agreement; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this Section 18. No party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Agreement.
19. Assignment and Other Dealings
ES Broadcast Hire may at any time assign, transfer, mortgage, charge, subcontract, delegate declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement. Lessee shall not assign, transfer, mortgage, charge, subcontract, delegate declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement without the prior written consent of ES Broadcast Hire.
Lessee must provide ES Broadcast Hire with prior notification of its intention to take the Equipment outside the United States. Lessee is responsible for obtaining, at its own cost, such import licenses and other consents in relation to the Equipment as are required from time to time and, if required by ES Broadcast Hire, Lessee shall make those licenses and consents available to ES Broadcast Hire prior to the relevant shipment. Lessee shall be responsible for any delays or breaches of this Agreement caused by its failure or delay in obtaining any such licenses or consents.
Notwithstanding the foregoing, ES Broadcast Hire may, at its sole discretion, provide such information as Lessee requests to assist in obtaining any licenses or consents required under this Section 20. ES Broadcast Hire shall not be held liable for any inaccuracy or error in such information provided, nor shall any such inaccuracies or errors excuse Lessee from its obligations or liabilities under this Section 20.
21. Force Majeure
Neither party shall be deemed in default of this Agreement to the extent that either party’s performance is delayed or prevented by reason of fire, interruption and/or delay of transportation services, labor troubles or strikes, wars, acts of God, riots, terrorism, natural disasters, acts over government or other occurrences beyond the reasonable control of such party (in each case, a “Force Majeure Event”), provided that the breaching party gives the other party timely notice within one day upon discovery that such Force Majeure Event will delay or prevent that party’s performance of its obligations arising from this Agreement, and the breaching party has used its best efforts to promptly cure the Force Majeure Event.
a. All notices, requests, consents and other communications required hereunder (“Notice”) shall be in writing and shall be duly given if hand delivered and a signed receipt obtained, sent by registered or certified mail, postage prepaid, return receipt requested, sent by overnight express type service, or sent by telecommunication with confirmed delivery, including electronic mail, addressed to the address set forth on the signature page hereto unless the party has been notified in the manner provided in this Section of a change in such party’s address for receiving notices hereunder, then to the address most recently designated by such party in the manner provided in this Section. Lessee shall copy ES Broadcast Hire’s counsel (which shall not constitute notice) on any notice under this Agreement at:
Fox Rothschild LLP, Attn: Peter Blacklock
777 South Flagler Drive
Suite 1700 West,
West Palm Beach,
Each such Notice shall be deemed delivered
(i) on the date delivered, if by personal delivery;
(ii) one (1) day after Notice is sent, if by overnight express type service;
(iii) on the date of transmission by telecommunication with confirmed delivery, if by electronic mail or other electronic method; and
(iv) on the first occurring of
- three (3) business days after mailing, postage prepaid, or
- the date upon which the return receipt is signed or delivery is refused or the notice is designated by the postal authorities as not deliverable, as the case may be, if mailed.
Any Notice provided by electronic mail or other electronic method shall be confirmed by one (1) of the delivery methods listed under subsection (a), (b), or (d) although this shall not affect the time Notice is deemed given hereunder.
This Section does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For purposes of this Agreement, “business day” shall mean a day, other than a Saturday, Sunday or public holiday in the State of Delaware, when banks in Delaware are open for business.
b. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
c. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
d. Other than ES Broadcast Hire’s affiliates, successors and assigns which are express third party beneficiaries to this Agreement, nothing in this Agreement is intended, nor shall be deemed, to confer any rights or benefits upon any person or legal entity other than ES Broadcast Hire and Lessee.
e. No waiver by ES Broadcast Hire of any breach of the Agreement by Lessee shall be considered as a waiver of any subsequent breach of the same or any other provision. Each and all of the various rights, powers and remedies of the parties will be considered to be cumulative with and in addition to any other rights, powers and remedies which such parties may have at law or in equity in the event of breach of any of the terms of this Agreement. The exercise or partial exercises of any rights, powers or remedies will neither constitute the exclusive election thereof nor the waiver of any other right, power or remedy available to such party.
f. If any provision of the Agreement is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Agreement and the remainder of the provision in question shall not be affected.
g. This Agreement shall be governed by and interpreted and construed under Delaware law (without regard for Delaware conflict of law principles that would require the application of another jurisdiction’s law).
By signing both parties agree to the above terms and conditions as well as those set forth on the attached Rental Order and related Schedules. Each warrants to the other that they are fully authorized to enter into this agreement on the terms set out herein and that the person signing below has full authority to enter into this Agreement and/or sign this Agreement on behalf of a corporate or like business entity.
Prior to the release of rental Equipment and/or Services, Lessee must provide ES Broadcast with a Certificate of Insurance evidencing the following levels of coverage:
- Commercial General Liability: Commercial General Liability insurance covering broad form contractual liability, personal injury liability, advertising injury, completed operation and product liability, with a limit of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate. General Liability coverage may increase depending on the services provided and the usage of the rental equipment.
- Workers’ Compensation: Workers’ Compensation Insurance with statutory benefits as required by any state or federal law and employer liability insurance with a limit of not less than $1,000,000 and shall include a waiver of subrogation.
- Business Automobile Liability: If Equipment is being transported or unloaded by Lessee, Business Auto Liability Insurance with a limit of not less than $1,000,000 per each occurrence.
- Property Coverage Insurance: Property Coverage Insurance covering miscellaneous equipment that is sufficient to cover the full replacement cost of the Equipment. Please include the limits and the deductible of the insurance.