These Short-Term Equipment Rental Agreement Terms ("Rental Terms") are established by and between Western Waste Haulers, Inc., a Delaware corporation ("Company"), and the customer identified on the attached Service Order ("Customer"). Company and Customer are each a "Party" and collectively the "Parties." These Rental Terms governs the provision of certain waste removal services; and the delivery, temporary placement, use, and retrieval of the required roll off dumpster and other related equipment (the "Equipment") to customer ("Customer") at a service location, also identified on the attached Service Order, designated by Customer (“Service Location”), (hereinafter collectively referred to as "Waste Removal Service(s)" or "Service(s)") for an otherwise time-limited engagement, distinct from Company's longer-term recurring service relationships (“Short-Term Rental”), in accordance with the Company’s Standard Terms and Conditions (“Standard Terms”) incorporated here by reference and attached hereto, and the terms and conditions set forth herein.
Article One;Definitions; Incorporation by Reference; Order of Precedence.(a) Service Order. Means the fields set forth on the first page of these Rental Terms or, if applicable, a separate Service Order designating a Short-Term Rental Contract Term, as that term is defined in Article IV(d) of the Standard Terms. Customer is solely responsible for reviewing and confirming all details of each Service Order, including, without limitation, equipment size and weight limits, debris type, delivery address, delivery date, price, applicable fees, and any other service-related information provided in the Order Confirmation. (b) Incorporation of Published Terms. These Rental Terms incorporate by reference Company's Standard Terms and Conditions, as published and amended by Company from time to time and made available at mywesternwaste.com (the "website"). (c) Order of Precedence. If a conflict exists between these Rental Terms and the Standard Terms with respect to the short-term rental engagement described herein, these Rental Terms control. In all other respects, the Standard Terms control. (d) Defined Terms. Capitalized terms used but not separately defined in these Rental Terms have the meanings given to them in the Standard Terms, including without limitation "waste materials," "Excluded Materials," "prohibited materials," "non-conforming materials," "Charges," "Short-Term Rental," "Custom," "Specified Short Term," and "Extended Term," as those terms are defined in Articles III and IV(d) of the Standard Terms. (e) Characterization of Transaction. The Parties acknowledge that the predominant purpose of these Rental Terms is Company's provision of waste collection and disposal services, and that the temporary placement of the Equipment at Customer's service location is incidental to those services. These Rental Terms are not intended to constitute, and should not be construed as, a lease of goods governed by Article 2A of the Uniform Commercial Code, A.R.S. §§ 47-2A101 et seq. To the extent any provision of Article 2A is nonetheless held to apply, (i) Company disclaims all warranties, express or implied, including the implied warranties of merchantability and fitness for a particular purpose, to the fullest extent permitted by A.R.S. § 47-2A214, and (ii) the Parties intend the liquidated and limited-damages provisions of these Rental Terms and the Standard Terms to constitute an enforceable liquidation of damages under A.R.S. § 47-2A504, each Party having determined that actual damages would be difficult or impracticable to ascertain. (f) Residential Use. Unless otherwise stated herein, communicated in writing by Company, or Company's published terms provide otherwise, these Rental Terms apply to and govern both commercial and residential Short-Term Rental engagements.
Article Two;Equipment Description and Delivery Condition Acknowledgment.(a) Description. The Equipment consists of the container, dumpster, compactor, or similar apparatus identified on the Service Order or the Order Confirmation, together with any lids, casters, or ancillary components delivered with it. (b) Ownership. Title to and ownership of the Equipment remains with Company at all times. Customer acquires no right, title, or interest in the Equipment other than the limited right to possess and use it at the service location during the Rental Period, as defined hereunder in Article Four. Customer is fully responsible for the entire contents of the container and is the rightful owner of the contents of the container until the container is disposed of and accepted, without protest, by the prospective disposal facility. Any contents prohibited by this contract, or any state, county, city, or federal agency, that are disposed of by Customer in Company’s container, all costs, fines, penalties, or other actions taken for or resulting from said disposal, shall be the responsibility of Customer. Contents may be returned to Customer at Customer’s expense. (c) Condition Acknowledgment. Except as otherwise specifically stated herein, Equipment is provided on an “AS-IS” basis and Company makes no warranties to Customer, either express or implied, including, but not limited to, warranties as to merchantability, fitness for any particular use or purpose or that the equipment will meet Customer’s requirements. Upon delivery, Customer or Customer's authorized representative shall visually inspect the Equipment prior to use. By accepting delivery or by execution of the Service Order, Customer acknowledges that the Equipment was received in good working condition and free of damage other than ordinary wear or damage specifically noted on the Service Order or delivery ticket. Customer shall notify Company in writing of any discrepancy within twenty-four (24) hours of delivery; absent timely notice, the Equipment is deemed accepted in the condition described in this subsection (c).
Article Three;Delivery, Placement, Relocation and Retrieval.(a) Site Access. Customer shall, at its expense, provide safe, level, and unobstructed access to the service location sufficient for Company to deliver, place, service, and retrieve the Equipment, including any permits required for placement within a public right-of-way. Customer acknowledges and agrees that the Equipment must be placed on a firm and stable surface and must be easily accessed for the purpose of the Company’s continuing performance of the Services, and be free of ground or overhead obstructions. Company is not responsible for delay or failure to perform resulting from Customer's failure to provide such access. In the event that the Company attempts to deliver or pick up Equipment and is unable to do so for any reason beyond Company’s control; including, but not limited to, overloaded Equipment, low-lying power lines or tree branches, blocked access to the delivery or pickup location, damaged Equipment, locked gates, fences or parking lots, inaccessible driveways and/or the storage of prohibited items or substances in the Equipment (collectively referred to as “Extra Trip”), then Company shall be entitled to a Fee (“Extra Trip Fee” and/or “Delivery/Drop Fee” collectively referred to as “Additional Charges”). Additional Charges are assessed on a case-by-case basis; provided that, if Company incurs additional charges, fees, fines, penalties costs and/or expenses related to the Extra Trip, then Company may increase the Additional Charges in order to recoup any such charges, fees, fines, penalties costs and/or expenses. Customer acknowledges and agrees that the Company is authorized and entitled to charge to Customer’s credit card the amount of any such Additional Charges. (b) Placement. Company may select the specific placement location within the service location in its reasonable discretion, taking into account ground stability, overhead and underground utilities, and site conditions as disclosed by Customer. Customer is responsible for identifying and disclosing to Company, before delivery, the location of any underground utilities, septic systems, or irrigation lines within the placement area. Customer authorizes the Company to drive onto and within the premises identified in the Service Order as the service location, in order to deliver and place the Equipment. Customer warrants to Company that it owns the premises or has express authorization to place the Equipment on the premises identified as the service location. Except in the case of recklessness or intentional misconduct, Customer assumes full risk of all damage (as defined hereunder) and hereby waives any and all claims and losses against the Company relating to or arising from the Customer’s use of the Equipment or from the delivery, placement, or retrieval of the Equipment and from any responsibility for such damage or for damage due to the designated area lacking adequate size, structural strength and/or clearance. Damages include but are not limited to physical damage to streets, roadways, driveways, awnings, overhangs, walkways, pavement, curbs, wells, irrigation systems, landscaping, lawn, septic systems and/or underground utilities and include damage to the property or premises from leaks or stains. (c) Relocation. Upon the delivery of the Equipment to the Service Location, Customer shall not move, transport or attempt to move or transport (either directly or indirectly) the Equipment from the designated site without prior notice to and consent from Company, which may be withheld within the sole discretion of Company. In the event that a relocation of the Equipment is required in order to comply with applicable laws and regulations and/or to allow the Company to perform the Services, a Relocation Charge may be assessed by Company within its discretion. Customer shall be solely responsible for any fees, penalties, fines, assessments, charges, costs and expenses incurred in connection with the movement, placement, damage and/or use of the Equipment. Company may arrange for pick-up of the Equipment at any time if required to do so by local, county and/or state law or as required by order of any local, county and/or state government or agency. (c) Retrieval Requests. Customer shall request retrieval of the Equipment by contacting Company at (877) 889-7779 or through Company's website, no fewer than twenty-four (24) hours before the desired pickup date, consistent with the Standard Terms. Company will use commercially reasonable efforts to retrieve the Equipment within its standard service window following a timely request; provided that, due to circumstances beyond the Company’s control, including, but not limited to, inclement weather, hazardous roads and/or driving conditions, traffic delays, motor vehicle accidents, and equipment failure, the Company cannot fully guarantee delivery times or dates. Company will not be liable to Customer under any circumstances for costs, expenses, losses and/or damages incurred by Customer in any manner relating to such delays. (d) Inaccessible Equipment. If the Equipment is inaccessible at the scheduled time of collection or retrieval for reasons within Customer's control, Company may assess Additional Charges as set forth on the Service Order or Company's then-current published rates, consistent with the Standard Terms.
Article Four;Rental Period; Extension; Holdover.(a) Rental Period. The Rental Period commences on the date the Equipment is delivered to the service location and continues until the earlier of (i) the end of the term stated on the Service Order, whether a Custom or Specified Short Term, as those terms are defined in Article IV(d) of the Standard Terms, or (ii) the date the Equipment is retrieved by Company (the "Rental Period"). The effective date of this Agreement is the Effective Date as set forth on the Service Order. (b) Extension. The Rental Period may be extended only by written agreement of both Parties designating a new Extended Term, as defined in and subject to the Standard Terms, and the Charges applicable to that Extended Term. (c) Holdover. If Customer retains possession of the Equipment beyond the Rental Period without an agreed Extended Term, Customer shall pay a per diem holdover charge at the rate specified on the Service Order, or if none is specified, at Company's then-current published Short-Term Rate, for each day or partial day the Equipment remains at the service location beyond the Rental Period, in addition to any cancellation fee owed under the Standard Terms.
Article Five;Rental Fees; Security Deposit; Damage Assessment; Overage and Overweight Charges.(a) Rental Fees. Customer shall pay the Rental Fees, delivery and retrieval charges, and any other charges set forth on the Service Order, subject to the surcharges and the rate-adjustment provisions of the Standard Terms. No change to this Service Agreement shall be valid unless approved by Company in writing; however, Company may periodically update these Rental Terms, and any such update will become effective upon Customer’s acceptance of a quotation, extension of credit, or receipt of Services or Equipment occurring after the effective date of the update. (b) Security Deposit. If a security deposit is specified on the Rental Order (a "deposit"), Customer shall remit the deposit to Company before delivery of the Equipment. Company holds the deposit as security for damage to the Equipment, disposal of Excluded or prohibited materials, unpaid Charges, or other amounts owed under these Rental Terms, and shall apply or refund the Deposit within thirty (30) days after retrieval of the Equipment and issuance of Customer's final invoice, less any amounts properly deducted under this Article Five. Where no Deposit is specified on the Service Order, Company relies on Customer's stored payment method maintained under the Standard Terms in lieu of a deposit. This deposit is not a security deposit within the meaning of A.R.S. § 33-1321, and does not apply to the rental of personal property equipment under these Rental Terms. (c) Damage Assessment. Customer is responsible for maintaining the Equipment in the condition in which it was delivered, ordinary wear and tear excepted, consistent with the Standard Terms. If the Equipment is returned or retrieved damaged, misused, or contaminated with Excluded Materials, Company shall determine the reasonable cost of repair or, if the Equipment is damaged beyond economical repair, its fair market replacement value, and shall document that determination in writing to Customer within fifteen (15) days of retrieval. Customer may dispute the assessment in writing within fifteen (15) days of receipt, after which the assessed amount is deemed accepted and immediately due and payable. (d) Additional Charges. Customer shall not overfill or overload the Equipment by weight or volume. Company assesses overage and overweight charges and defines "Overage" as set forth in the Standard Terms, calculated at the rates published on the website or as stated on the Service Order, as applicable. Customer authorizes Company to charge any Overage Expenses, Overage Charges, or Contamination Expenses (collectively the “Additional Charges” as further defined in and by the Standard Terms), to Customer’s credit card or other stored payment method, and Customer shall remain responsible for payment of all such amounts in addition to any other fees, charges, or remedies to which Company is entitled under this Agreement or applicable law. (e) Permits. Customer acknowledges that certain locations and/or uses of the Equipment may require a permit, license, certification or other local, municipal, city, county and/or state approval relating to the possession, placement, storage and/or transportation of the Equipment (collectively referred to hereinafter as a “permit”). Customer acknowledges and warrants to Company that Customer (and not Company) is solely and exclusively responsible for obtaining and maintaining all necessary and required permits relating to Customer’s possession and use of the Equipment. In the event that Customer fails to obtain and/or maintain all necessary and required permits, Company may arrange for pick-up of the Equipment without prior notice to Customer and without any liability to Customer.
Article Six;Permitted Use; Prohibited Materials.(a) Permitted Use. Customer may use the Equipment solely for the temporary storage and collection of non-hazardous solid waste materials ("waste materials," as defined in the Standard Terms) generated at the service location, consistent with the type and size of Equipment ordered. (b) Prohibited Materials. Customer shall not place, or permit any third party to place, any prohibited materials or non-conforming materials, each as defined in the Standard Terms, in the Equipment, including without limitation hazardous, toxic, radioactive, volatile, corrosive, or flammable substances; electronic waste; whole tires; lead-acid or lithium batteries; appliances containing refrigerants; asbestos or asbestos-containing materials; medical or biomedical waste; liquids, sludge, or free-flowing waste; and any material regulated under the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., or A.R.S. Title 49 (Environmental Quality). (c) No Alteration or Third-Party Use. Customer shall not overload, alter, deface, mechanically compact material inside, or install any device on the Equipment, and shall not allow any third party to take possession of, relocate, or use the Equipment for any purpose other than the temporary storage of permitted waste materials, consistent with the Standard Terms. (d) Assignment. No part or portion of Customer’s performance hereunder is assignable by Customer in whole or part without the prior written consent of Company, which may be withheld within the sole discretion of Company. No approval shall be required from the Customer in order for the Company to assign the performance of its Services. (d) Regulatory Compliance. Customer is solely responsible for ensuring that the materials it places in the Equipment comply with applicable federal, state, and local law, including A.R.S. Title 49, and for any fees, fines, or penalties resulting from Customer's noncompliance.
Article Seven;Customer's Duty of Care; Risk of Loss; Insurance.(a) Duty of Care. During the Rental Period, Customer shall exercise reasonable care to protect the Equipment from damage, theft, vandalism, and unauthorized use, and shall maintain the Equipment in a clean and accessible condition consistent with the Standard Terms. Customer agrees that all Equipment furnished under this Agreement to Customer must be returned to Company in the same condition as delivered, subject only to normal wear and tear. (b) Risk of Loss. Except for loss or damage caused by Company's negligence or willful misconduct, while at Customer's location and until returned to Company’s facility, Customer shall bear the risk of loss and damage to Equipment including but not limited to damage or loss caused by theft, vandalism, forces of nature, use, or misuse of the Equipment; and remains liable for the full replacement value of the Equipment if it is lost, stolen, damaged or destroyed during the Rental Period. In the event of damage, Customer shall pay the lesser of (a) the cost of repair, or (b) the cost of replacement, which will be billed to the Customer in the event of loss. No loss or damage to Equipment, in whole or in part, shall impair Customer’s payment obligations under this Agreement. Customer shall be responsible for personal injury and/or property damage arising from or relating to Customer’s or its agent’s negligence or unauthorized movement or misuse of the Equipment. (c) Insurance. Customer is encouraged to include the Equipment on Customer's property or general commercial liability insurance policy for the duration of the Rental Period. If Company requires evidence of insurance for a particular engagement, the required coverage amount and additional-insured status, if any, will be stated on the Service Order, and Customer shall furnish evidence of such coverage to Company upon request.
Article Eight;Indemnification; Limitation of Liability.(a) Company Indemnification. Customer agrees to indemnify, defend and hold harmless Company and its officers, directors, members, employees, agents, parent companies, affiliates, subsidiaries, successors, subcontractors, vendors, and assigns and the Service Provider from and against any and all claims, counterclaims, suits, demands, actions, causes of action, damages, setoffs, liens, attachments, judgments, debts, fines, penalties, charges, expenses, costs or other liabilities of whatsoever kind or nature (collectively, “losses”) asserted or alleged by any third party arising from or related to: (a) Additional Charges; (b) Customer’s failure to obtain and/or maintain any required permit; (c) Customer’s use, storage, or deposit of prohibited materials in the equipment; (d) loss or theft of the equipment; (e) damage and/or destruction of the equipment during the applicable service term; (f) personal injury and/or property damage relating to Customer’s use and/or possession of the equipment; (g) physical damage to streets, roadways, driveways, walkways, pavement, curbs, wells, irrigation systems, landscaping, lawn, septic systems and/or underground utilities caused by the equipment including, without limitation, any damage to Customer’s property from leaks or stains relating to the use of the equipment; (h) Customer’s breach of these Rental Terms or Company’s Standard Terms; and (i) any fees, penalties, fines, assessments, charges, costs and expenses asserted by a third party (including, without limitation, a towing company) incurred in connection with the movement, placement and/or use of the Equipment. (b) Customer Indemnification. Company shall indemnify, defend, and hold harmless Company from and against any liability, loss, damage, or expense arising from bodily injury, property damage, or violation of law to the extent caused by Company's negligent acts or omissions or willful misconduct, or Company's delivery or relocation of the Equipment in violation of these Rental Terms. (c) Limitation of Liability. Neither Party is liable to the other for consequential, incidental, special, or punitive damages arising out of or related to these Rental Terms, whether in contract, tort, or otherwise, except in cases of willful misconduct or as otherwise expressly provided in Article Five(c) of these Rental Terms.
Article Nine;Default; Early Termination; Remedies.(a) Default. If either Party materially breaches any provision of these Rental Terms, the non-breaching Party may suspend performance or terminate these Rental Terms upon written notice, provided the breaching Party has first been given written notice of the breach and ten (10) days to cure, consistent with of the Standard Terms. (b) Customer-Initiated Early Termination. The Standard Terms regarding “Early Termination” and “Liquidated Damages”, do not apply to these Rental Terms. If Customer terminates these Rental Terms or requests early retrieval of the Equipment before the end of the Rental Period, Customer remains liable for a cancellation fee equal to the amount Customer would have been charged for the full Rental Period as reflected on the Service Order, consistent with the Standard Terms, in addition to all charges accrued through the date of retrieval. (c) Company-Initiated Termination. Company may suspend or terminate services and retrieve the Equipment immediately if Customer fails to cure a payment default within seven (7) days after notice, places prohibited materials in the Equipment, or otherwise materially breaches these Rental Terms, without limiting Company's right to collect all Additional Charges, cancellation fees, and damages otherwise owed. (d) Equipment Retrieval. Upon expiration, termination, or the conclusion of the Rental Period, Customer shall provide Company with reasonable access to retrieve the Equipment, and hereby grants Company an irrevocable license to enter the service location for that sole purpose. Customer remains liable for holdover charges under Article Four(c) until the Equipment is retrieved. (e) Remedies Cumulative. The remedies described in this Article Nine are cumulative and in addition to, and not in lieu of, any other remedy available to Company at law, in equity, or under the Standard Terms.
Article Ten;General Provisions.(a) Dispute Resolution. Any dispute arising out of or relating to these Rental Terms is subject to the provisions of the Standard Terms, which are incorporated into these Rental Terms by reference. (b) Notices. All written notices required under these Rental Terms shall be delivered in accordance with the Standard Terms. (c) Severability; Waiver. Any provision hereof which may be prohibited by applicable law, held invalid, or unenforceable, shall be ineffective to the extent of such prohibition and the remaining provisions shall remain in full force and effect. No waiver of any breach or default is a waiver of any subsequent breach or default. (d) Arbitration. Any action arising from or in connection with the Service(s), including, without limitation, these Rental Terms or the Service Order, and/or Customer’s possession and use of the Equipment or Company’s performance of the Services, shall be resolved exclusively in accordance with the applicable provision(s) of the Standard Terms. (e) Entire Agreement; Amendment. These Rental Terms, together with the Service Order and the Standard Terms, constitutes the entire agreement between the Parties with respect to the Short-Term Rental engagement supersedes all prior or contemporaneous agreements or understandings regarding that engagement. No amendment to these Rental Terms or the Service Order is effective unless in writing and signed by authorized representatives of both Parties. (f) Counterparts; Electronic Signature. The attached Service Order may be executed in one or more counterparts, including by electronic or digital signature captured prior to or at the time of delivery, each of which is deemed an original and all of which together constitute one instrument. (g) Reservation of Rights. Company expressly reserves all rights and remedies which are available to it at law or in equity.