FILM SERVICE (THAILAND) RENTAL TERMS AND CONDITIONS
These terms and conditions are in addition to any provisions contained in any sales order or other rental agreement between FILM SERVICE (THAILAND) LIMITED PARTNERSHIP (“FILM SERVICE THAILAND”) and the customer identified on the attached sales document (“Customer”).
- Inspection; transporting the Equipment: Customer has inspected and tested all of the equipment being leased hereunder. Customer agrees that such equipment is in good working condition, acceptable to Customer, and free from damage or defect. Customer assumes all risks inherent in inspection and testing and shall be liable for all damage caused to equipment, property, or persons during inspection and testing.
- Disclaimers; Warranties: CUSTOMER RENTS THE EQUIPMENT AS IS AND, NOT BEING THE MANUFACTURER OF THE EQUIPMENT, THE MANUFACTURER’S AGENT OR THE SELLER’S AGENT, FILM SERVICE (THAILAND) MAKES NO WARRANTY OR REPRESENTATION WHATSOEVER, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN OR CONDITION OF THE EQUIPMENT, OR INTELLECTUAL PROPERTY RIGHTS (INCLUDING WITHOUT LIMITATION ANY PATENT, COPYRIGHT AND TRADEMARK RIGHTS, OF ANY THIRD PARTY WITH RESPECT TO THE EQUIPMENT, WHETHER RELATING TO INFRINGEMENT OR OTHERWISE) WITH RESPECT TO THE EQUIPMENT. FILM SERVICE THAILAND SHALL NOT BE RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM POSSESSION OR USE OF THE EQUIPMENT, INCLUDING BUT NOT
LIMITED TO, LOST PROFITS OR BUSINESS REVENUE, LOST BUSINESS, WHETHER SUCH DAMAGES ARE FORSEEABLE AND WHETHER FILM SERVICE (THAILAND) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER AGREES THAT FILM SERVICE (THAILAND) SHALL NOT BE LIABLE FOR ANY DELAY IN DELIVERY, OR ANY FAILURE TO DELIVER OR INSTALL, ANY EQUIPMENT. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL FILM SERVICE (THAILAND) ’S LIABILITY (WHETHER IN TORT, NEGLIGENCE OR OTHERWISE) TO CUSTOMER WITH RESPECT TO THE EQUIPMENT EXCEED AN AMOUNT EQUAL TO THE AGGREGATE CHARGES OR FEES ACTUALLY PAID BY CUSTOMER WITH RESPECT TO THE EQUIPMENT FOR THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE MONTH DURING WHICH THE EVENT GIVING RISE TO FILM SERVICE (THAILAND) ’S LIABILITY OCCURS.
- Equipment Pick-up & Return: Customer must pick-up and return equipment at FILM SERVICE (THAILAND) ’s business premises during normal business hours. Customer is deemed to have taken delivery of the equipment, and therefore assumes all risk of loss thereof, from the time that the equipment is set aside from FILM SERVICE (THAILAND) ’s general rental inventory for Customer’s use. FILM SERVICE (THAILAND) does not ship equipment. Any arrangements with common carriers are the sole responsibility of Customer and must be made by Customer directly with the common carrier. All equipment shipped to FILM SERVICE (THAILAND) by Customer must be shipped prepaid. Equipment will not be deemed to have been returned until all of the following conditions have been met: (i) equipment has been returned to FILM SERVICE (THAILAND) ’s premises during normal business hours; (ii) an inventory has been completed and a list of any missing or damaged equipment has been compiled; and (iii) the scheduled term of Customer’s lease agreement for the equipment has expired.
- Rates, Charges, Etc.: Rates and terms of payment are based upon credit information at the time of rental. Should there be any change in such information, Customer agrees that FILM SERVICE (THAILAND) may revise the same without further notice. The first rental day shall be the day of delivery to Customer or Pick up from FILM SERVICE (THAILAND) store. The last rental day shall be the day of return if such return is after 24:00. Equipment rented at the daily rate will be charged for Sundays and Holidays. If any account is not paid when due, FILM SERVICE (THAILAND) will charge, and Customer shall pay, (i) a 1.000 THB administrative charge and (ii) interest on the unpaid amount equal to 1-1/2% of the balance due and will be added for each 30-day period which elapses from and after the due date of such account, but not in excess of the maximum amount allowable under applicable law. If Customer cancels all or any part of an order, Customer shall, nonetheless, pay FILM SERVICE (THAILAND) the scheduled lease payments for such order. Customer agrees to pay all sales, use, gross receipt and other taxes, and all transportation charges, duties, broker fees, bond fees, and all other costs imposed upon the leasing or use of the equipment. In no event, shall interest accrue or be payable by FILM SERVICE (THAILAND) with respect to any Customer deposit or prepaid rent.
- Use of Equipment; Equipment Location: Customer shall use the Equipment solely in the conduct of its business, in a manner and for the use contemplated by the manufacturer thereof. FILM SERVICE (THAILAND) shall be entitled to inspect the Equipment at reasonable times. FILM SERVICE (THAILAND) may require markings to be affixed to the Equipment. Customer shall keep the Equipment free from any markings or labeling which might be interpreted as a claim of ownership thereof by Customer. Without the prior written consent of FILM SERVICE (THAILAND) , which consent may be withheld in FILM SERVICE (THAILAND) ’s sole discretion, Customer shall not assign, lend, pledge, transfer, or sublease the Equipment, permit to exist any security interest, lien or encumbrance with respect to any of the Equipment; or cause or permit any of the Equipment to be moved from the location specified in the Agreement. Customer shall bear the risk of any loss, theft, damage or destruction to the Equipment during the Term. Customer acknowledges that FILM SERVICE (THAILAND) lease the Equipment from, or pledge any or all of its rights in the Equipment to, a financial institution or other financing source (each a “Lessor”) and Customer shall comply with any and all directions from such Lessor regarding the Equipment, including releasing the Equipment to Lessor upon written request. Customer hereby irrevocably authorizes FILM SERVICE (THAILAND) and/or Lessor to file and record such Uniform Commercial Code financing statement(s), amendments and continuations and/or other lien recordation documents as may be prudent to confirm and maintain FILM SERVICE (THAILAND) ’S and/or Lessor’s interest in the Equipment. Customer shall not allow the Equipment, or any part thereof, to be removed from Thailand without the prior written consent of FILM SERVICE (THAILAND) , which consent may be withheld in FILM SERVICE (THAILAND) ’s sole discretion. Customers who receive FILM SERVICE (THAILAND) ’s prior written consent to move equipment outside of Thailand will only be allowed to ship such equipment through an established customs broker contracted by Customer.
- Authorized Users. Customer agrees to keep all equipment leased hereunder in Customer’s sole custody and control and will not sublet or assign any equipment. Customer will only allow Customer’s duly qualified employees and/or agents to use the equipment and will not use any equipment in violation of any applicable law, rule, or regulation, including, without limitation, foreign, federal, state, and municipal laws, rules, and regulations.
- Damaged/Unreturned Equipment: If Customer fails to timely return any Equipment for any reason, or if the Equipment is returned in a damaged condition and FILM SERVICE (THAILAND) determines that it is not commercially reasonable to repair the Equipment (regardless of whether Customer or any other person or entity caused the damage), Customer shall pay FILM SERVICE (THAILAND) the full replacement cost of the Equipment, as determined by FILM SERVICE (THAILAND) . If any item is returned in a damaged condition and FILM SERVICE (THAILAND) determines that it can be repaired on reasonable terms, Customer shall pay to FILM SERVICE (THAILAND) the cost of such repairs as determined by FILM SERVICE (THAILAND) . In determining whether equipment shall be replaced or repaired, FILM SERVICE (THAILAND) ‘s judgment shall be conclusive upon Customer. In addition to Customer’s liability for the replacement or repair cost of damaged or unreturned equipment, Customer also agrees to pay rent on such damaged or unreturned equipment at the rate of three times the daily rental rate until the equipment has actually been repaired or replaced and returned to FILM SERVICE (THAILAND) ‘s rental inventory. Customer agrees to pay any amounts owing for damaged or unreturned equipment within 10 days of FILM SERVICE (THAILAND) ’s invoice or written demand therefor. Accrued rental fees are not applicable to, nor may they be used as an offset against, any amounts owing hereunder for damaged or unreturned equipment. Interest shall accrue on any overdue payments at the rate of interest on the unpaid amount equal to 1-1/2% of the balance due per month. In no event shall FILM SERVICE (THAILAND) ’s acceptance of returned equipment be deemed a waiver by FILM SERVICE (THAILAND) of any claims that it may have against Customer, including, without limitation, any claim for latent or patent damage to the equipment.
- Title and Ownership: Customer agrees that Customer has no property rights in any of the Equipment. Customer specifically acknowledges and agrees that Customer is only leasing the equipment, with no option or right to purchase the equipment, and that all title to and ownership of the equipment remains with FILM SERVICE (THAILAND). Customer shall keep the equipment free of all liens, levies, and encumbrances. Customer agrees not to remove, alter, or conceal any tag, nameplate, marking, serial number, or other evidence of FILM SERVICE (THAILAND) ’s ownership on or affixed to the equipment. Customer may not sublease all or any part of the Equipment.
- Right of Entry: Customer hereby irrevocably and unconditionally authorizes FILM SERVICE (THAILAND) and its agents, at any time, with or without notice, to enter any of Customer’s premises or any other location where the equipment may reasonably be expected to be found, with or without legal process and forcibly if necessary, for the purpose of repossessing any and all equipment leased to Customer. Customer waives any cause of action Customer may have, whether in trespass or otherwise, on account of any such entry and represents and warrants that Customer has obtained all necessary consents from all owners and tenants of such premises or locations for the purpose of such entry. FILM SERVICE (THAILAND) and its agents shall have no liability for any damage caused by any such entry nor shall FILM SERVICE (THAILAND) ‘s right to receive accrued rents or other monies due hereunder be prejudiced by any such repossession.
- Insurance: At all times from and after the delivery of equipment to Customer, Customer shall obtain and maintain at its own expense insurance against the loss of or damage to such Equipment, including, without limitation, loss by fire or other casualty. property damage insurance, in amounts and with insurance companies satisfactory to FILM SERVICE (THAILAND) , protecting FILM SERVICE (THAILAND) as an additional insured and providing for 10 days’ written notice to FILM SERVICE (THAILAND) before any policy shall be modified or canceled. Prior to pick up of rental equipment, Customer shall deliver a complete copy of such insurance policy to FILM SERVICE (THAILAND) . Should Customer fail to procure or pay the cost of maintaining in force the insurance specified above or to provide FILM SERVICE (THAILAND) upon request with satisfactory evidence of the insurance, FILM SERVICE (THAILAND) may, but shall not be obligated to, procure such insurance, and Customer shall reimburse FILM SERVICE (THAILAND) on demand for the cost of such insurance.
- Indemnity; Collection Costs: Customer agrees to indemnify FILM SERVICE (THAILAND) and to hold FILM SERVICE (THAILAND) harmless from and against any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities (collectively, “Damages”), including, without limitation, attorney’s fees, court costs and collection agency costs, arising out of, connected with, or resulting from: (i) any equipment or services provided hereunder or in connection herewith, including, without limitation, Damages arising out of, connected with, or resulting from the manufacture, selection, delivery, possession, use, operation, conduct, or return of said equipment; and (ii) the breach by Customer or any covenant, agreement, representation or warranty made herein. If FILM SERVICE (THAILAND) places Customer’s account in the hands of an attorney or collection agency for collection, Customer agrees to pay all attorneys’ fees, collection agency fees and commissions, and court costs incurred in connection therewith.
- Cross-Default: Any breach of this Agreement by Customer shall also constitute a breach by Customer of all other agreements Customer may have with FILM SERVICE (THAILAND) . If Customer breaches this Agreement or any other agreement with FILM SERVICE (THAILAND) , FILM SERVICE (THAILAND) may pursue all remedies and enforce all rights available to FILM SERVICE (THAILAND) under this Agreement or such other agreement(s) and shall have the right to offset any payment obligations or debts owed by FILM SERVICE (THAILAND) to Customer against any claims of FILM SERVICE (THAILAND) against Customer.
- Screen Credits: If any of the equipment is used in the filming or photography, whether in whole or in part, of any theatrical, television or home video motion picture or program, Customer agrees that FILM SERVICE (THAILAND) shall receive onscreen credit in the end credits in substantially the following form: “Camera and Lenses furnished by FILM SERVICE (THAILAND).” FILM SERVICE (THAILAND) shall not have any right to injunctive or equitable relief if Customer breaches this provision; however, upon receipt of written notice from FILM SERVICE (THAILAND) , Customer shall endeavor in good faith to prospectively cure any omission or failure to provide the above-specified credit.
- Signer Authority/Liability: If Customer is a corporation, limited liability company or other entity, the person signing this Agreement on behalf of such entity hereby warrants that he/she has full authority from such entity to sign this Agreement on behalf of the entity. Such person and the Customer shall be jointly and severally liable for all rentals and all other sums that become due and owing to FILM SERVICE (THAILAND) under the terms of this Agreement.
- Review of Agreement: Customer hereby acknowledges that, prior to execution hereof, Customer read this Agreement and fully understands all of its provisions.
- Miscellaneous: This Agreement and the term sheet printed on the reverse side or attached hereto constitute the entire agreement between the parties hereto with respect to the subject matter hereof and cannot be modified, supplemented, or amended except by a written instrument executed by the parties hereto. If any provision of this Agreement is illegal or contrary to public policy, such provision shall be curtailed, limited, or eliminated to the extent necessary to remove such illegality or conflict and, as so modified, this Agreement shall continue in full force and effect. No waiver by one party of a breach or default by the other party shall be deemed to be a waiver of any preceding, continuing, or succeeding breach of the same or any other provision of this Agreement. This Agreement shall be subject to and construed in accordance with the laws of Kingdom Thailand without reference to its conflict of law rules. The prevailing party in any dispute between FILM SERVICE (THAILAND) and Customer shall be awarded its attorneys’ fees and costs incurred therein, including any on appeal. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors, licensees, and permitted assigns.