Terms and Conditions

  1. Trained User Agreement. Customer has agreed to rent or purchase products and/or equipment (the “Equipment”) from Total Safety U.S., Inc. (“Total Safety”). Customer warrants and represents that all people using the Equipment will receive complete instructions, both in classroom and hands-on, on the proper use and limitations of the Equipment. Customer’s acceptance of the Equipment certifies that its agents, servants, and employees have been properly and fully trained in the use and limitations of the Equipment and Customer hereby agrees to assume all liability for use of the Equipment. Customer is solely responsible for appropriate care and maintenance of the Equipment while being used by Customer.
  2. Ownership and Use of Rental Equipment. Title to Equipment shall at all times remain with Total Safety, which shall be the sole and exclusive owner of the Equipment. Customer shall have no right, title, or interest in the Equipment except as expressly set forth herein. Customer shall not affix the Equipment to any premises such that any Equipment becomes a fixture. Customer shall use the Equipment only at the location identified on the face of the Agreement and shall not assign this Agreement or remove, sublease, rent, transfer, assign, sell, alter, modify, or encumber the Equipment without Total Safety’s prior written consent.
  3. Rental Period. The Equipment is rented on a daily, weekly, or monthly (4 week period) basis. The rental period includes all calendar days and shall commence on the date the Customer receives the Equipment, provided the Equipment was shipped for next business day delivery, and shall continue until the date the Equipment is received by Total Safety at the agreed upon location. Total Safety may, however, require return of the Equipment at the end of the rental term set forth on the website or any written quote.
  4. Rent. The Customer shall pay Total Safety for the use of the Equipment at the rates set forth on this website or by written quote, including applicable sales tax. The Customer will be billed by Total Safety on a bi-weekly basis (excluding trailers) commencing two weeks after the Customer receives the Equipment, a monthly basis (28 days) commencing four weeks after Customer receives the Equipment or when the Equipment is returned, whichever comes first. Trailers will be billed on a monthly basis commencing when the Customer receives the Trailer. If parts are shipped with the Equipment, an invoice for the parts will be generated immediately for parts only. Pricing will be at such rates as then in effect at Total Safety. Rental rates hereunder shall not be subject to reduction on account of non-working time. Total Safety shall not be liable for rental reductions or rebates if the Equipment is not in operating condition or is not available for use during the term of this Agreement due to matters beyond Total Safety’s control.
  5. Payment. Payment shall be made within thirty (30) days of receipt of invoice.
  6. Late Charge. If any rental payment hereunder is not paid when due, Customer agrees to pay in addition to the amount of the overdue payment a late charge of two percent (2%) of the amount of the overdue rental payment per month. In addition, Total Safety shall have the right to terminate this Agreement, take immediate possession of the Equipment, and recover from Customer all amounts due hereunder, together with Total Safety’s costs and reasonable attorney’s fees.
  7. Recalibrations/Maintenance Fees. In addition to rent, in some cases the Customer shall pay a one-time recalibration/maintenance fee. Customer will provide any necessary storage or protective covering. If Total Safety determines that the Equipment maintenance is in excess of that required as a result of normal wear and tear, Total Safety may charge the Customer for these additional costs.
  8. Security Deposit. Prior to any rental, Total Safety may require a security deposit from Customer for all Equipment as security for performance of Customers’ obligations hereunder. Upon termination of this Agreement and proper return of the Equipment, the security deposit shall be returned to Customer after deducting any amounts due Total Safety from the Customer. Amounts deducted from the deposit may be charges for cleaning, recalibration, decontamination, maintenance, or replacement. A security deposit does not remove the Customer’s responsibility for the timely payment of rent and is not given in lieu of rental payments, but in addition to rental payments.
  9. Taxes and Indemnification. Customer agrees to pay and discharge when due any and all taxes and governmental charges of any kind or character, federal, state, county, or municipal, which may be levied and/or assessed at any time by reason of the rental transaction or against the Equipment or the use thereof and interest and penalties, if any, on such taxes or charges. Customer will at all times fully protect and hold Total Safety harmless from and against any such taxes, governmental charges, and interest and penalties thereon and not allow any liens to be assessed against the Equipment.
  10. Operation. Customer agrees to comply with all operating and maintenance instructions and recommendations provided by Total Safety, including any additional operating and maintenance instructions specified from time to time and with all applicable laws governing the operation and use of the Equipment, including but not limited to any applicable motor vehicle laws or Occupational Safety and Health Act (OSHA) regulations.
  11. Delivery. All Equipment is provided FOB shipping. Unless Customer notifies Total Safety to the contrary within forty-eight (48) hours after obtaining possession of the Equipment, it shall be conclusively presumed that the Equipment was delivered to Customer in good operating condition. Customer shall not make upgrades, install engineering changes, and perform non-routine maintenance, adjustments, or repairs without the express written consent of Total Safety. Total Safety or its agent may inspect the Equipment at any time.
  12. Rental Return and Maintenance. At the end of the rental period, the Equipment shall be returned to Total Safety at Customer’s cost. Customer shall return the Equipment in good operating condition, normal wear and tear accepted, and Customer shall clean and decontaminate all Equipment in accordance with all established requirements and in compliance with all federal, state, or local laws, rules, regulations, or safety codes, including but limited to OSHA and the Resource, Conservation and Recovery Act (RCRA). Total Safety shall be the sole judge of the repairs and maintenance necessary to place the Equipment in good repair and operating condition, the cost of which Customer agrees to pay.
  13. Failure to Return Equipment, Late Rental Returns and Insurance. Customer will unconditionally protect, indemnify, and hold Total Safety harmless against any and all loss or damage to the Equipment during the term of this Agreement, whether by fire, flood, accident, explosion, theft or otherwise, or from any liability arising from the use or operation of the Equipment, and for this purpose Customer shall, at Customer’s own expense, if requested by Total Safety, insure the Equipment against loss and liability of any and every kind and provide evidence of such insurance. If Equipment is not returned for any reason, Customer shall remit the listed purchase price of such item to Total Safety within thirty (30) days of statement of loss, or the rental rates shall continue to accrue. If an item previously designated as “lost” is found and returned within sixty (60) days of the statement of loss, the Customer shall be credited with the amount paid for that item, less a fifteen percent (15%) restocking fee and any maintenance costs. 
  14. Return. Customer may return purchased Equipment in the same condition it was received within thirty (30) days of purchase, subject to a fifteen percent (15%) restocking fee, net cost of shipping. For custom or special Equipment, this return policy does not apply.
  15. Default. If Customer fails to use and operate the Equipment in a prudent, safe, and proper manner to avoid abuse and abnormal wear and tear, or if Customer neglects or refuses to comply with the operating standards specified by Total Safety, or refuses to pay Total Safety for any damage to the Equipment caused by other than ordinary wear and tear resulting from proper use and operation, or if Customer fails to make a monthly payment when due, or if Customer becomes insolvent or makes an assignment for the benefit of creditors or files a Petition in Bankruptcy, or if a receiver is appointed for the Customer’s business, or if a Customer fails to comply with any of the other terms and conditions of this Agreement, or otherwise breaches this Agreement, such shall constitute a default hereunder and Total Safety may thereupon immediately declare all rentals due and payable and exercise such other rights and remedies as are accorded hereunder or otherwise provided by law. In the event of default, Total Safety may do any or all of the following without notice or demand: (1) declare all rental payments hereunder to be immediately due and payable, (2) terminate this Agreement and the Customer’s right to possess and use the Equipment, (3) enter the premises where the Equipment may be and repossess and remove the Equipment by any method or manner permitted by law, (4) sue for and recover from Customer all rentals due hereunder and all costs and expense incident to repossession and (5) pursue any other remedy permitted by law. Customer also agrees to pay, upon Total Safety’s request, for all collections and legal costs, including reasonable attorney’s fees and court costs that Total Safety incurs, to the extent permitted by law.
  16. Acceptance, Limitation of Liability, Disclaimer and Assignment of Warranties. Customer represents and agrees that the Equipment is of a size, design, capacity, and manufacture selected by Customer and Customer has unconditionally accepted the Equipment.
  17. Disclaimer of Warranties. Total Safety makes no warranties whatsoever in respect to the Equipment rented herein and Customer hereby expressly waives any warranty or representation, either express or implied, as to the Equipment, including without limitation, any warranty or representation as to the design, quality or condition of the Equipment or any warranty of merchantability or fitness of the Equipment for any particular purpose, and all other warranties expressed, implied, and statutory, or as to any other matter relating to the Equipment or any part thereof on the basis of its own judgment and expressly disclaims reliance upon any statements, representations or warranties made by Total Safety, and Customer acknowledges that Total Safety is not a manufacturer, vendor or consultant of any part of the Equipment.
  18. Exclusive Remedy. Customer specifically understands and agrees that Customer’s sole and exclusive remedy for breach of contract or warranty, tortuous conduct, or any other cause of action against Total Safety or its officers, agents or employees, if any, shall be limited to the repair or replacement of the Equipment or any defective parts at Total Safety’s discretion and at Total Safety’s regular place of business or at such other place of business designated by Total Safety during normal working hours. Customer shall deliver the Equipment at its cost.  Customer specifically understands and agrees that no other remedy (including but not limited to claims for incidental, special, consequential, or punitive damages for any cause whatsoever or injury to persons or property or any other consequential, economic, special or incidental loss) shall be available to Customer.
  19. Indemnification of Total Safety. CUSTOMER SHALL INDEMNIFY, HOLD HARMLESS, AND DEFEND TOTAL SAFETY FROM ANY AND ALL CLAIMS, ACTIONS AND DAMAGES, INCLUDING ATTORNEY’S FEES, ARISING OUT OF THE EQUIPMENT AND ITS USE, RENTAL, POSSESSION, PURCHASE, OPERATION, CONDITION, MAINTENANCE, AND RETURN, INCLUDING WITHOUT LIMITATION, ANY SUCH CLAIMS IN TORT, WHETHER BASED ON NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, INCLUDING ANY CLAIMS ARISING OUT OF ALLEGED NEGLIGENCE, ACTS OR OMMISSIONS OR CONDITIONS CAUSED OR CREATED IN WHOLE OR IN PART BY TOTAL SAFETY, WHICH OBLIGATIONS SHALL SURVIVE TERMINATION OF THE AGREEMENT.
  20. Insurance and Packaging. Total Safety endeavors to pack or prepare all shipments so that they will not break, rust or deteriorate in transit, but does not guarantee against such damage. Unless requested in writing by the Customer, no shipments are insured by Total Safety against damage or loss in transit. Total Safety will place insurance as nearly as possible in accordance with Customer’s written instructions but in such case Total Safety acts only as agent between insurance company and the Customer and assumes no liability whatsoever.
  21. Drawings. All drawings, diagrams, specifications and other material furnished by Total Safety and identified as confidential relating to the use and service of articles furnished hereunder and the information therein are proprietary to Total Safety. Such material has been developed at great expense and contains trade secrets of Total Safety. Customer may not reproduce or distribute such materials except to Customer’s employees who may use the articles as part of their duties. All such materials relating to the articles supplied directly by Total Safety (except information as may be established to be in the public domain or disclosed pursuant to judicial government action) shall be received in confidence and Customer shall exercise reasonable care to hold such information in confidence.
  22. Entire Agreement. The terms set forth herein constitutes the entire Agreement between Total Safety and Customer with respect to the Equipment and the Services and shall not be amended except in writing signed by both Parties.
  23. Governing Law, Venue and Jurisdiction. This Agreement and the purchase or sale of Equipment shall be governed by and construed in accordance with the laws of the State of Texas applicable to contracts made and to be performed therein, exclusive of the choice of law or conflict of laws provisions thereof.  Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this letter of intent may be brought against any of the Parties in the courts of the State of Texas, County of Harris, or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of Texas, and each of the parties consent to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein.