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1. Purpose: This agreement is entered into by and between ITM Instruments Inc. (hereinafter referred to as “ITM”) and the applicant whose name appears on the application at the top of the page, (hereinafter referred to as the “Client”) for the purpose of establishing the terms and conditions by which Client will rent equipment from ITM.
2. Validity: This agreement will be valid on the date entered into by the parties and until such time as it is modified or terminated in writing by mutual agreement to the parties to the agreement. For as long as the agreement is valid, including any written modifications therefore, it will cover the client’s rental of any and all equipment from ITM.
3. Equipment: The word “equipment” includes all items that ITM may rent to the client pursuant to orders that the client may place with ITM from time to time.
4. Promises made by ITM: Subject to the client’s good credit standing and availability of equipment, ITM agrees to rent to the client equipment items as ordered by the client from time to time.
5. Equipment Receipt/Return Confirmations:
   • Upon delivery of such equipment, the client will verify that the unit has all parts it should have. The client is responsible to inform ITM if anything is missing at the time of receipt.
   • In order to rent equipment from ITM an Equipment Rental Agreement must be filled out in full and sent back to ITM. In the event of a discrepancy between the terms promised to the client at the time of order and the terms specified in the Equipment Rental Agreement, the client should immediately call ITM and settle all discrepancies. In any event, unless written confirmation is provided by ITM as to terms that are different than those in the Equipment Rental Agreement, the client will either abide by the terms specified in the Equipment Rental Agreement, or ship the equipment back to ITM within 24 hours.
   • In the event that the rental term is extended, the client shall be responsible to notify ITM of such extension in advance of the due date.
   • In the event that the rental equipment is not returned to ITM by the due date the client gives ITM the right to charge the client’s credit card for an addition rental period(s) until the equipment is returned.
6. Promises made by the client:
   • The client agrees to use the equipment solely for the purpose for which it is supplied.
   • The client shall not alter the equipment in any way
   • 6.3 The client agrees that the equipment provided by ITM shall only be operated by competent personnel, familiar with the operation of such equipment.
   • The client agrees to be responsible for all damages caused to ITM’s equipment while in use by the client or while in transit. In the event of such damage, ITM reserves the right to charge the client for the repair of the equipment and the client promises to promptly pay for the repair of such damages upon ITM’s demand.
   • The client agrees to provide an on-site environment that meets the requirements for proper operational performance of the equipment.
   • The client shall not move the equipment from the location at which such equipment is installed by ITM or from the location specified in the client’s order without first notifying ITM and receiving ITM’s prior written approval.
7. Insurance: The client shall fully insure against all damages of ITM’s equipment that is in the possession of the client, naming ITM as loss payee, in an amount not less that replacement cost and, upon request provide ITM with a certificate of insurance, naming ITM as an additional Insured under the client’s policy. The client agrees to provide reasonable security at the site of use, to minimize the exposure of the equipment to loss and/or damage. NOTHING IN THIS PARAGRAPH WILL RELIEVE YOU OF YOUR RESPONSIBILITY FOR LIABILITY INSURANCE COVERAGE ON THIS EQUIPMENT.
8. Indemnity: ITM is not responsible for any loss or injuries caused by the installation or use of the equipment. The client agrees to hold ITM harmless and reimburse ITM for the loss and to defend ITM against any claim for costs, losses or injury caused by the equipment or its use. Your indemnity obligation includes any cost, expense or liability we incur, including court costs, attorney fees, interest and penalties.
9. Loss or Damage: The client is responsible for the risk of loss or for any destruction of or damage to the equipment. No such loss or damage relives the client from the payment obligations under this agreement. The client agrees to promptly notify ITM in writing of any loss or damage and the client will then pay to ITM the present value of the total of all unpaid payments. Any proceeds of insurance will be paid to ITM and credited against the outstanding balance of both rent and replacement cost.
10. Payment Terms: The Client agrees to pay rental charges up front and in full. If the Client requests and is granted permission to extend the contract term, ITM will charge the Clients credit card for the additional contract term within 5 days of the extension commencement date. If the Client fails to return equipment in accordance with section 6.0 of this agreement at the end of the initial rental period, the Client agrees to let ITM charge the Client’s credit card for all rental charges incurred until the equipment is returned. Loss or damage of Equipment by the Client does NOT relieve the Client of rental obligation and The Client agrees to let ITM charge the Client’s credit card for all rent until the Equipment is returned or replaced.
11. Taxes: The Client shall pay any and all applicable taxes levied on or associated with the goods and services provided with this Agreement, including without limitation, any local, provincial, federal, or other government charges for sales, manufacturing, excise and like taxes.
12. Liability for The Client’s Work Product:
    • ITM expressly disclaims any liability in the event that any mechanical breakdown or failure of ITM’s Equipment should result in damage, loss, delay or any other interference in Client’s work product. ITM’s exclusive obligation and liability to the Client shall provide The Client with the same or similar equipment in order to accomplish the same work. In no event shall ITM be liable for any consequential damages or loss of profit.
    • ITM shall not be responsible for any of the Client’s material remaining in ITM’s hardware upon its return.
13. Force Majeure: In the event that all or substantially all of ITM’s warranties, representations and/or performance of services with regards to this agreement are materially interfered by reason of any cause or occurrence beyond the control of ITM, including without limitation, machine malfunction (except to the extent caused by intentional or grossly negligent acts of ITM or its employees), fire, flood, epidemic, earthquake, explosion, accident, war, blockage, embargo, act of public enemy, civil disturbance labor dispute (or threatened disputes), then ITM, to the best of its ability, shall give notice to the client of such force majeure, and the performance by ITM’s responsibility undertaken within this agreement, or any additional and/or subsequent agreements that may be in force between ITM and the client, shall be postponed for a period equal to the period of existence of the event of force majeure.
14. Cancellation Charges: In the event the Client pre-orders equipment for delivery in the future, ITM, upon confirmation of such order will reserve the Equipment for the Client and ensure the Client of its delivery.
    • In the event the Client cancels its order less than 72 hours prior to shipping and/or installation of the Equipment, The Client agrees to pay cancellation charges equal to 100% of the rental rate.
    • In the event that the Client cancels its order subsequent to the shipping and/or installation of the Equipment, The Client agrees to pay a cancellation fee equal to 50% of the rental charge of the entire period the Equipment was ordered for.
15. Right of Entry : The Client upon execution of this Agreement, and during all times that ITM’s Equipment is rented to the Client, grants ITM an irrevocable right of entry to the Client’s premises for the sole and limited purpose of ITM’s reclamation of its Equipment in the event that the Client defaults under this Agreement. In the event of such default, ITM shall post on the Client’s premises a notice of its intent to reclaim such Equipment providing the Client a 24 hour notice of said entry. The Client shall have the right to fully remedy such default within the same 24-hour period, and upon such full remedy, ITM shall vacate its intention to reclaim said equipment.
16. Assignment :The Agreement shall not be assigned by the Client without the prior written consent of ITM. Upon consensual assignment, this Agreement and the rights and obligation hereunder shall be binding upon the successors and assigns of the Client.
17. Exhibits & Attachments: The forms attached hereto are fully incorporated herein; however, if there is a discrepancy between the terms of this Agreement and any terms that are in the Exhibits and Attachments, the terms of this Agreement shall govern.
18. Governing Law: This Agreement shall be governed by the law of the Province of Quebec applicable to contracts entered into and wholly performed in the Province of Quebec.
19. Partial Invalidity:
    • Nothing contained in this Agreement shall be construed so as to require the commission of any act contrary to law, and whenever there is conflict between any provision of the Agreement and any statue, law, ordinance, order or regulation, the latter shall prevail, but in such event, any provision of this Agreement so affected shall be curtailed and limited to the extent necessary to bring it within the legal requirements.
    • In the event that any portion of these terms and conditions shall be held to be invalid or enforceable in a court of law or equality; (i) the parties agree to negotiate in good faith an acceptable alternative provision which reflects as closely as possible the intent of the enforceable provision; and (ii) the validity and legality of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, and shall remain in full force and affect.
20. No Waiver: The failure of either party to insist upon the other party’s performance of any obligations hereunder shall not be construed as a waiver of or the breach of any obligation of either party or of any subsequent breach of which obligation. The failure of either party to exercise any right or remedy which it may have hereunder or under the law shall not be construed as a waiver of any other right or remedy which the party may have hereunder or under the law.
21. Cumulative Remedies : Any right and remedy belonging to ITM hereunder or under the law shall be deemed cumulative and not exclusive of one another and the exercise by ITM of any such right or remedy shall not preclude ITM from exercising or enforcing any other right or remedy it may have.
22. Attorney’s Fees: In the event that any party bring suit in connection with this Agreement, or any other agreement that may exist between the parties to this agreement, for the recovery of any sum due under such agreement, or because of a breach of any provision hereof or for any other relief, then all costs an expenses, including reasonable attorney’s fees, incurred by the prevailing party therein shall be paid by the other party, and this provision shall be enforceable whether or not the action is prosecuted by Judgment.
23. Arbitration : In the event of litigation arising from this agreement between the Client & the Company, the Client hereby agrees to litigate such disputes in the city of Montreal and province of Quebec.
24. Notices: All notices to be given hereunder must be in writing and shall be given by the parties hereto only in one of the following ways: (1) by personal delivery, (2)by addressing the notices by certified mail, postage prepaid or (3) by facsimile to the following address:
    Notices to ITM:
    ITM Instruments Inc
    20800 Boul Industriel
    Ste Anne de Bellevue, QC
    H9X 0A1
    Phone : 514-457-7280
    Fax : 514-457-4329
    
    Notices to the Client:
    Address & Fax Number
    As appear in the application
    Part of this agreement
25. Miscellaneous: This agreement contains the entire understanding between the parties and supersedes all prior understandings of the parties hereto relating the subject matter hereof. This Agreement may not be modified, nor may any provision be waived, except by an instrument in writing, signed by both parties. Notwithstanding anything herein or elsewhere contained, this Agreement is solely for the mutual benefit of the Client and ITM no third party ( whether or not referred to herein) is intended or shall be deemed to be a third party beneficiary hereof. Paragraph headings used herein are for convenience only and shall not be used in any way to interpret the provisions of this Agreement. ITM and the Client hereby accept each other’s signature via facsimile as binding insofar as such signatures relate to this agreement and any other dealing between the parties to Agreement.

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