THIS MASTER RENTAL AGREEMENT (“Agreement”) is made between CAPITAL AUDIO RENTAL, INC., a California corporation(“Lessor” and/or “CAR”) and the person/company identified as Lessee below (“Lessee”) as of the date set forth below. This Agreement applies to all rentals between Lessor and Lessee, including, without limitation musical instruments, equipment, and accessories (collectively the “Property”). All purchase orders, delivery or pick-up requests delivery receipts, all rental amounts and charges quoted, and invoices provided Lessee by Lessor shall be subject to the terms and conditions of this Agreement, now and in the future. The leased Property shall be the specific items of Property listed on the delivery receipts prepared by Lessor. Upon pickup by or delivery to Lessee, Lessee shall be fully and solely responsible for the care and safety of all the scheduled Property and shall immediately report any discrepancies between the ordered Property and the Property delivered. Failure to immediately notify Lessor of any discrepancies shall be deemed a waiver of any claims in connection thereto and Lessor shall pay the full rent and other applicable charges of all scheduled Property upon invoice.
TERM OF RENTAL: Unless otherwise specified in Lessor’s delivery receipt, all Property shall be rented on a day-to-day basis, and all rental rates shall apply to each full day or any fraction thereof which has elapsed between the time the Property is delivered and, the time it is returned to Lessor. If the Property has not been returned to Lessor by the date specified by Lessor in the delivery receipt or, as specified by Lessor in its written quote, rent shall continue to accrue on the Property on a day-to-day basis as invoiced to Lessee, until such time as the Property has been returned to Lessor in the manner provided for below. Regardless of the period of rental specified in the Equipment Delivery Receipt, Lessor may, by notice to Lessee, cancel any Equipment Delivery Receipt at any time during the term of rental if Lessor in its sole discretion deems that Lessee, or its agents, representatives, or employees are misusing the Property, Lessee is in breach of this Agreement or has failed to pay any invoice issued hereunder.
DELIVERY: Lessee acknowledges that the Property shall be deemed “delivered” to Lessee for all purposes when released to Lessee, its agents, representatives, or employees, at the location specified by Lessee. Once delivered, Lessor assumes all risk that the Property conforms in all respects to Property ordered. Should Lessee fail to specify in writing the exact manner by which transportation and delivery shall be effectuated, Lessor, in its sole discretion, determine how the Property will be delivered, including, without limitation, third party carriers, at Lessee’s cost. Lessee shall bear the entire risk of loss and/or damage to the Property once it has been released to Lessee, its agents, representatives, employees, or carriers. Under no circumstances shall Lessor be responsible for any delivery delays.
RETURN: The Property shall be deemed “returned” to Lessor when it has been released or delivered to Lessor. Lessee shall continue to bear any and all risk of loss and/or damage to the Property until it is returned to Lessor, including but not limited to the risk of theft. Property that has been damaged or destroyed while in the possession of Lessee, its agents, representatives, employees, or carriers shall not be deemed to have been “returned” to Lessor until such time as it has been repaired, restored, or replaced (as provided below) and Lessee has been released in writing by an authorized representative of Lessor from liability for any further rent, or Lessor has received full replacement value from Lessee or its insurer, including payment of any unpaid and or continuing rental charges. Likewise, any Property that has been lost, stolen or seized by a governmental agency while in the possession of Lessee, its agents, representatives, employees, or carriers, shall not be deemed to have been “returned” to Lessor until Lessor has received full replacement value from Lessee or its insurer, including payment of any continuing rental charges, or the Property has been released to Lessor in an undamaged condition. Under no circumstances shall Lessor be deemed to have accepted return delivery of or otherwise “signed off” on any items of Property until such time as each item has been unpacked from its shipping container, examined by Lessor’s employees, and confirmed that such Property is undamaged.
RATES AND CHARGES: The rent payable for any item of Property shall be that quoted in writing to Lessee. A list of Lessor’s standard rates for shipping and delivery are available on request. All amounts due are payable within thirty (30) days of invoice (Time is of the essence.) If not paid when due, rent shall bear interest at the rate of one and one-half percent (1 1/2%) per month from the date payment is due. Any discounts granted by Lessor in writing may be revoked at any time. Lessor’s published rates are subject to change at any time without notice. All rates are FOB Lessor unless otherwise agreed in writing by Lessor. Lessee is responsible for all shipping and delivery charges. Lessor may assess an additional charge in accordance with its then current rate schedule for pickup and delivery, early pickup or delivery services, or pickup or delivery services during non-business hours (after 6:00 pm), on holidays, or weekends, and technical support for the operation of any equipment used in connection with the pickup or delivery of Property. No allowance will be made for items delivered to but not used by Lessee.
LIMITED WARRANTY: Lessor, warrants that, when delivered to Lessee, the Property will be operational to accepted manufacturer specifications. If any Property malfunctions, Lessee must notify Lessor immediately and Lessor will have no responsibility or liability for any malfunction other than to replace the malfunctioning Property with similar Property in its inventory. Lessee shall not attempt to service or repair any of the Property and any attempt by Lessee, its agents, representatives, or employees, to service or repair the Property, will void the limited warranty provided herein, and Lessee shall be responsible for full rent with respect to the Property. The limited warranty provided herein shall not apply to any malfunction resulting from mishandling or improper operation or use of the Property after delivery to Lessee. Lessor shall have no liability arising out of the Lessee’s inability to operate the Property in accordance with manufacturer’s instructions and contemplated use. EXCEPT AS SET FORTH HEREIN, LESSOR MAKES NO WARRANTY OR REPRESENTATIONS WITH RESPECT TO THE CONDITION OR SUITABLITY OF THE PROPERTY AND EXPRESSLY DISCLAIMS ANY WARRANTY IMPLIED OR OTHERWISE, AND THAT THE PROPERTY IS SUITABLE FOR THE LESSEE’S INTENDED USE. UNDER NO CIRCUMSTANCES SHALL LESSOR, ITS AGENTS, REPRESENTATIVES, EMPLOYEES, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY SPECIAL, INDIRECT, EXEMPLARY, LOST PROFIT OR OTHER CONSEQUENTIAL DAMAGES, AND ITS LIABILITY FOR ANY BREACH OF THE WARRANTY GRANTED HEREUNDER SHALL BE LIMITED TO REPLACEMENT OR REPAIR OF ANY DEFECTIVE PROPERTY OR A REFUND OF ANY RENT PAID BY LESSEE IN CONNECTION WITH SUCH PROPERTY FOR THE PERIOD IN WHICH IT WAS DEFECTIVE.
CLEANING/RESTORATION/REPAIR FEE: Any Property returned in a condition other than as delivered shall be subject to restoration, cleaning, and/or repair fee at the discretion of Lessor.
DAMAGE AND INSURANCE: When Property is delivered to Lessee, Lessee shall immediately examine the Property and notify Lessor in writing if it is not in good working order. The failure of Lessee to notify Lessor shall be deemed an acknowledgement by Lessee that the Property is acceptable and in good working order. Lessee shall be responsible and liable to Lessor for the actual cost to repair, or the replacement of any Property between delivery and return of the Property by Lessee to Lessor, including liability if any Property has been lost, stolen, or damaged from any cause whatsoever. The failure to return the Property to Lessor upon expiration of the rental period shall be deemed an acknowledgement that the Property has been lost or stolen, and Lessee shall pay the full cost of replacement thereof. Lessee assumes any and all risk of loss between delivery and return of the Property. Lessee shall also be liable to Lessor for any continued rental charges during a reasonable time required to repair or replace damaged Property, to the extent Lessee is responsible under this Agreement for such damage or loss. Lessee shall be liable to Lessor for the full replacement cost of all Property which must be replaced as a result of damage, loss, or Lessee’s failure to return the Property to Lessor. The liability of Lessee hereunder is primary. Acceptance by Lessor of the return of any Property shall not be deemed a waiver of any claims which Lessor may have against Lessee for damage to the Property, even if damage is discovered later. Prior to taking delivery of the Property, Lessee shall either (i) provide Lessor a Certificate of Insurance with Lessor named as loss payee, in a form and amount satisfactory to Lessor, evidencing Customer’s insurance covering Lessee’s indemnity obligations hereunder and all risk of loss to the Property at replacement cost value plus any continuing rental charges as provided in this Agreement (such rental obligations to continue until the date of receipt of the replacement cost by Lessor), including coverage of the Property while in transit. Lessee’s insurance must include rented or leased equipment coverage and must provide coverage during the entire time of rental, including transportation of the Property from and to Lessor’s place of business, even if such transportation is accomplished by a third party carrier. A deposit (the “Deposit”) may be required from the Lessee depending on the value of the Property and whether Lessee is able to obtain and show proof of rental insurance by supplying a Certificate of Insurance to Lessor at the address indicated below prior to renting the Property. If any Property is lost and/or damaged, Lessor may apply the Deposit to offset any costs replacement or repair the Property or for rental charges that shall accrue while such Property is out of service without waiving any other rights or remedies.
USE OF PROPERTY: Lessee shall always retain the Property in its own custody. Lessee shall operate the Property in accordance with the manufacturer’s instructions and contemplated use and shall not use the Property in any manner which will subject it to abnormal or hazardous conditions, including, but not limited to the failure to provide prudent security measures to prevent theft or carelessness in maintaining the Property in good condition, reasonable wear and tear excepted. Lessee agrees to ensure that its agents, representatives, and employees do not misuse the Property in a manner, including without limitation, uses for which the Property is not normally used in accordance with manufacturer’s instructions. Lessee shall not make any alterations or improvements to the Property without the prior written consent of Lessor and shall not deface, remove, or cover any nameplate on the Property showing Lessor’s ownership. All Property shall be operated in accordance with applicable Federal, State or local law.
INDEMNIFICATION: Lessee hereby agrees to indemnify, defend and hold Lessor Parties harmless from and against any and all liability, expenses, costs, and claims, including, without limitation attorneys’ fees, arising out of the possession, use or operation of the Property at the time between delivery of the Property to Lessee and its return to Lessor.
TITLE MATTERS: This Agreement constitutes a lease and not a sale of the Property or the creation of a security interest therein. No part of the rental payments made under this Agreement shall be deemed payment towards the purchase of any of the Property. Title to the Property shall always remain in Lessor. Lessee agrees to keep the Property free of all liens, levies, and encumbrances. This Agreement constitutes a lease to the Customer exclusively and the Customer shall not assign any rights under this Agreement (or sublease the Property to any other person or entity). Lessor shall have the right to assign its rights and obligations under this Agreement without the consent of the Lessee. If Lessor makes any such assignment, Lessee waives the right to assert any claim against Lessor as a defense against any such assignee.
RIGHT OF ENTRY AND INSPECTION: Lessor shall have the right to inspect the Property at any time during the rental term. Lessee shall make any and all arrangements necessary to permit a qualified representative of Lessee access to the location of the Property. If a breach of any of the provisions of this Agreement occurs, or Lessee fails to timely pay any invoice of Lessor, Lessee shall have the right to remove all of the Property without liability to Lessee, and without prejudice to Lessor’s right to recover all amounts due or accrued, up to and including the date of removal of the Property.
GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of California. The parties hereby submit to the jurisdiction of the courts of competent jurisdiction in the County of Los Angeles, for all purposes related to this Agreement. The prevailing party in any proceeding shall be entitled to an award of attorneys’ fees and litigation costs in addition to any other relief granted.
MISCELLANEOUS: This Agreement, and all purchase orders, quotes, delivery receipts and invoices, and any written modification of the rental term with respect to any Property, duly approved by Lessor in writing, shall constitute the entire Agreement of Lessor and Lessee and supersedes any other agreements, promises or statements of the parties. In the event of a conflict between a purchase order or any instructions from Lessee and the terms of this Agreement and the invoices issued hereunder, the terms of this Agreement and invoices shall control. This Agreement may not be modified without a written notice signed by Lessee and an authorized representative of Lessor. All obligations of Lessee hereunder shall survive expiration of the rental term with respect to any Property. This Agreement shall incur to the benefit of the parties hereto and shall be binding upon the parties, their successors and permitted assigns.
This Agreement may be executed in counterparts and copies delivered by email or otherwise shall be as valid as an original. All notices shall be in writing and delivered by overnight carrier, personal delivery, or email and U.S mail to the addresses indicated below. The parties may notify each other of changes in addresses in accordance with this notice procedure The person signing this Agreement on behalf of Lessee warrants that such individual has been duly authorized to execute this Agreement and to bind Lessee to its terms. In the event any provision of this Agreement is held to be unenforceable, such provision shall be severed from this Agreement and the remainder shall be deemed fully enforceable.