Terms and Conditions

General Terms and Conditions (Trailer Rental)

All Rental Agreements or Lease Contracts entered into with Triton Assets Limited are subject to and incorporate these General Terms and Conditions. The Renter acknowledges having received and read these General Terms and Conditions and agrees to be bound by them as part of and in conjunction with every Rental Agreement or Lease Contract entered into.

Definitions:

“The Company” means Triton Assets Limited, Lessor and any successor and assignees thereof. “Renter” means applicant, co-applicant, account holder,customer, Lessee, its agents, successors or assigns. “GTC” means General Terms and Conditions. “Trailer” means the equipment specified in a Rental Agreement or Lease Contract together with all present or after acquired replacement parts and equipment, accessories and additions attached thereto or used in conjunction therewith. “Account Agreements” means Applicant’s and Co-Applicant’s Confidential Credit Application & Agreement, Credit Terms, Co- Applicant Terms, Rental Agreements, Lease Contract, Invoices, Lease Schedules and Customer Rate Agreement.

1. Right of possession and The Renter does not acquire any right, title, equity or interest in or to the Trailer, except the right of possession and use of the Trailer, provided the Renter is not in default of the Account Agreements. The Renter may not claim or attempt to claim any capital cost allowance or depreciation in respect of the Trailer.

2. The Trailer may only be transported by TAL drivers or agents of TAL unless otherwise agreed in writing

3. The Company shall have the right to assign any or all of its rights, obligations, title and interests under this agreement, and its obligation for notice to Renter is limited to written notification to the Renter. The Renter may not assign any of its rights under the Account Agreements.

4. From the time of delivery of the Trailer into the care and control of the Renter, the Renter will bear all risk of loss, damage, theft, disappearance or destruction to or of the Trailer from any cause whatsoever. Any loss or damage to any or all of the contents stored in the equipment shall be the sole responsibility of the Lessee.

5. The Renter is obligated to inspect each and every Trailer rented from The Company confirming that the Trailer is in satisfactory condition, and noting any damage on the Rental Agreement at the inception of the rental period. If no damage has been listed on the Rental Agreement, such damage shall be Renter’s responsibility.

The Company shall have the right at all reasonable times to inspect the Trailer and any parts thereof and any documents relating thereto to determine the condition of the Trailer and to determine whether the Renter has breached any covenant or condition of the Rental Agreement and the GTC. The Renter hereby grants Right of Access to the Trailer at any location and time for this or any other purpose.

6. Return condition and The Renter shall return the Trailer, at the direction of The Company but at the Renter’s expense on the expiration or termination of the Rental Agreement in the same condition and state of repairs as the Trailer was when delivered to the Renter, except for ordinary wear and tear. The Renter shall return the Trailer to The Company by the end of the noted Term or sooner if the Account Agreements are terminated for any reason by The Company. If Renter remains in possession of Trailers after expiration of the Rental Agreement, all provisions of this Agreement shall continue to apply thereto and rental payments and other amounts owing hereunder shall continue to be payable until surrender of the Trailers. Nothing herein shall have the effect of extending or renewing the term of the Rental Agreement without the written consent of The Company. The Company shall have the right to seize the Trailer at the end of the term.

7. Extraordinary wear and tear. The Renter is responsible for all damage to the Trailer and for any wear and tear beyond ordinary wear and tear, or wear and tear due to the Renter’s negligence in the operation of the Trailer due to overloading or other

8. Loss, damage or destruction. In all circumstances, from the time of the delivery of the Trailer, the Renter will bear all risk of loss and assumes full responsibility to repair or compensate The Company in the event of loss, damage, theft, disappearance or destruction to or of the Trailer from any cause whatsoever, notwithstanding any “no fault” insurance system in place in the Renter’s The Renter, is responsible to immediately give notice to The Company of such loss, damage, theft, disappearance or destruction, and thereafter The Company may cause the Trailer to be repaired or replaced with an equivalent Trailer at the Renter’s expense, or be purchased by the Renter for Fair Market Value (FMV), at its sole discretion. Renter is obligated to indemnify The Company for any resulting loss and/or expense, make all payments under the Account Agreements until such loss is paid in full.

9. Notwithstanding any other provision of the Account Agreements, the Renter assumes liability and specifically agrees to indemnify The Company and agrees to hold The Company harmless against all claims, losses, costs, fines, transgressions, defaults, penalties, forfeitures incurred, suffered or asserted against The Company for losses, damages or expenses of any nature or kind, caused directly or indirectly by the Trailer or the use, ownership and maintenance thereof, that The Company may sustain, suffer, pay or incur because of:

    1. Loss of or damage to the Trailer;
    2. Damage to property including cargo of any third person as a result in whole or in part of the use or condition of the Trailer while in the custody, possession or control of the Renter including strict liability in tort or in civil responsibility;
    3. Death or injury to any third person as a result in whole or in part of the use or condition of the Trailer while in the custody, possession or control of the Renter;
    4. Loss or expense as a result of the failure of the Renter to maintain the Trailer as agreed;
    5. Loss of business or other damages whatsoever and howsoever caused, including special damages, consequential damages, and punitive damages;
    6. Any impairment or pollution of or damage to the environment caused by or arising from the installation, use, operation, maintenance or lack thereof, misuse or over-use of Trailers or due to or arising from any failure by Renter to comply with or any act by Renter in violation of any term, condition or restriction of any license, permit, consent or similar document issued in respect of Trailers or the operation thereof;
    7. Any default, whatsoever, under the Rental Agreement or these

The indemnities provided by the Renter to The Company under a Rental Agreement and these GTC shall survive and continue in full force and effect after termination of the Rental Agreement, in whole or in part, whether by passage of time or otherwise.

10. Insurance coverage for the use of the Trailer and its Cargo is the full and entire responsibility of the Renter including but not limited to Liability, Loss and Physical Damage – Renter shall at its own expense place and maintain with insurers acceptable (for notably, the loss of, and physical damage to, the Trailer as well as liability caused directly or indirectly by the Trailer or the use on condition thereof satisfactory to The Company) to The Company.

Renter shall supply The Company with certified copies of all insurance policies, endorsements or other evidence of the required coverage satisfactory to The Company on request, which insurance policies, endorsements or certificates shall evidence insurance coverage which must respond to claims, liabilities and loss assumed by the Renter under the Account Agreements. The Company shall be named as additional insured under the policies.

In the event of damage amounting to loss of the Trailers, this Rental Agreement respecting such Trailer(s) shall be deemed to have terminated and The Company shall be entitled to receive immediate payment of The Company’s Return and may retain from the insurance proceeds an amount equal thereto, the Renter remaining liable for any deficiency.

11. Representations or The Company makes no representation or warranty of any nature or kind with respect to any Trailer rented to the Renter expressed or implied, its condition, design, durability, operation, suitability or fitness for the use intended by the Renter merchantability, its freedom from liens and encumbrances, The Company’s good title thereto, nor as to any other matter or thing whatsoever, and the Renter confirms and acknowledges that it has not relied upon any representation or warranty.

12. The Renter shall unconditionally and without set-off or compensation pay the rent stipulated in any Rental Agreement even if the Trailer does not operate as intended by the Renter, operates or performs in a manner that otherwise would constitute a fundamental breach of contract, or is unacceptable for any other reason whatsoever, and pay:

13. Rent at the rate prescribed in The Company’s Customer Rate Record as advised to the Renter and as amended from time to time;

    1. Renter is obligated to indemnify The Company for the loss and make all payments under the Account Agreements until the loss is paid in full;
    2. In cases of loss, damage, theft, disappearance or destruction to or of the Trailer;
    3. All charges including but not limited storage fees and transportation charges;
    4. All taxes levied against or based upon the amount of rent and other charges to be paid, which taxes include all taxes, charges and fees, save and except income taxes;
    5. All costs and expenses including legal fees and disbursements on a solicitor/client basis, full indemnity basis incurred by The Company in enforcing any of the terms, covenants;
    6. Interest at the rate of 18% per annum calculated on all amounts which are due to The Company and which remain

13. Usage of The renter acknowledges that it has relied on its own knowledge, experience and expertise in renting any trailer. The Renter shall use and maintain the Trailer at all times in conformity with all applicable laws, orders, rules, regulations and directives of any government department, board, or regulatory authority. The Renter must not use or operate the Trailer or permit the Trailer to be used or operated illegally or for any illegal purpose or contrary to any applicable law, regulation, order, rule or directive of any governmental department, board or regulatory authority or contrary to any terms of any insurance policy in force in connection with the Trailer, or in any way other than in a careful and prudent manner. The Renter must not permit the Trailer to be operated or towed by any person other than The Company or its agents. The Renter shall not transport, load or store in or on the Trailer any medical, hazardous, infectious, explosive, radioactive, corrosive waste or materials, or poison gases. In the event that The Company determines that the Renter has used the Trailer for such purposes, the Renter is responsible for all costs associated with cleaning and decontaminating the Trailer and any other impacted property, whether or not the Renter chooses to undertake this responsibility directly or The Company engages to have it performed. In either case the clean up is to be conducted in a timely manner and be documented to The Company’s satisfaction.

14. Sub-rent. The Renter must not without the prior written consent of The Company, which may be unreasonably withheld, sublet or otherwise relinquish possession of the Trailer or any part thereof except for required or scheduled maintenance or as otherwise permitted pursuant to the Rental Agreement and the

15. Events of The following shall constitute default under the Rental Agreement and under these GTC:

16. the Renter fails to make any rent payment or other payment required when due; the Renter fails to perform or observe any covenant, condition or agreement to be performed or observed as required by the Account Agreements and these The Renter purports to sell, assign, transfer, sublet, pledge, hypothecate, mortgage, charge or create a security interest in, or otherwise suffer a lien, encumbrance or other adverse claim of any kind, upon or against any interest in the Rental Agreement or the Trailer without The Company’s prior written consent, which may be unreasonably withheld;

17. the Renter agrees to keep the Trailer free and clear of all seizures, forfeitures, confiscations, liens, claims, privileges, debts, taxes, charges, pledges, security interests, hypothecs, encumbrances or adverse claims of any nature or kind whatsoever;

18. the Renter ceases to be in possession of the Trailer save for pre-agreed storage arrangements with The Company;

19. the Renter becomes insolvent, bankrupt or makes an assignment for the benefit of creditors, or consents to the appointment of a Trustee or Receiver, or if a Trustee or Receiver of the Renter is appointed, or if bankruptcy, reorganization, liquidation or insolvency proceedings are instituted against the Renter, or at its instigation;

20. if the Trailer or any material part thereof is seized under any legal process, confiscated, sequestered, attached, or distress is levied thereon;

21. if The Company in good faith believes there are reasonable commercial grounds to consider itself insecure, or that the prospect of payment or performance by the Renter under the Rental Agreement is about to be impaired or that the Trailer is about to be placed in jeopardy.

22. A Default under this Rental Agreement shall be deemed a default under all other present and future agreements entered into between Renter and The Company or any affiliate of The

23. Default recourse. In the event of any default by the Renter under the Rental Agreement or these GTC, The Company may at its sole discretion elect to do any or all of the following:

24. Declare this Rental Agreement to be in default (with or without terminating this Rental Agreement) whereupon all obligations of the Renter under any Account Agreements shall be immediately due, payable and enforceable without any notice or demand whatsoever;

25. take possession of the Trailer, and for that purpose enter any premise where the Trailer is located, and may sell, lease or otherwise dispose of the Trailer, by public or private means, and upon such terms and consideration as The Company may accept, and the Renter hereby waives and agrees not to make any claim for damages arising from or connected in anyway with such retaking of possession;

26. terminate this Rental Agreement, and by written notice to the Renter require the Renter to forthwith pay to The Company on the date specified in such notice, as a genuine pre- estimate of liquidated damages for loss of opportunity, and not as a penalty, the aggregate value of all unpaid amounts due hereunder, and the present value of the remaining amounts due under the Rental Agreement, calculated by discounting such amounts at the current prime rate of interest per annum, less the net amount received by The Company on any sale, lease or other disposition of the Trailer, after deducting all costs and expenses including legal fees and disbursements based on a solicitor client

The remedies referred to in this clause are not exclusive but are cumulative and are in addition to and not in substitution for any other remedies referred to in the Rental Agreement or the GTC or otherwise available to The Company at law or in equity.

17. Claims for loss or damage. The Company shall not be liable for loss or damage to any property left stored or loaded in the Trailer, or transported in or upon the Trailer, and the Renter does hereby expressly waive all claims or demands for any such loss or damage, including but not limited to, loss of profits or other alleged consequential loss or damage, which it may have had against The Company and the Renter shall hold The Company harmless against any and all such claims and demands that could be filed by third If a claim is made against The Company or its insurer arising out of the use of a Trailer by the Renter, the Renter shall cooperate in the defense of such claim or claims by providing written reports from its servants or agents pertaining to such claims and otherwise aid in the defense of such claims as may be reasonably required by The Company and its insurer and the Renter’s insurer.

18. Time is of the essence with respect to a Rental Agreement and the failure of The Company to insist upon strict performance of any of the terms and conditions of the Rental Agreement or these GTC shall not be deemed a waiver of any rights or remedies that The Company may have, and shall not be deemed a waiver for any subsequent breach or default of any such term or condition. No waiver by The Company of any of its rights pursuant to a Rental Agreement or the GTC shall be effective unless it is in writing signed by The Company’s President .

19. If any provision of the Rental Agreement or these GTC is unenforceable or invalid for any reason whatsoever, such unenforceability or invalidity shall not affect the enforceability or validity of the remaining provisions of the Rental Agreement or the GTC, and such invalid provisions shall be severed from the remainder of the Rental Agreement or these GTC. In the event that the provisions of the Rental Agreement or these GTC are invalid in a jurisdiction, but valid in another jurisdiction, the invalidity in a jurisdiction shall not in any way negate or void the validity in any other jurisdiction.

20. Notification The Renter waives all rights to receive from The Company a copy of any Financing Statement, or Financing Change Statements, or other equivalent filings or registrations which may be filed at any time in respect of the Rental Agreement.

21. Entire The Rental Agreement, Terms and Conditions of Credit, and these GTC contain the entire agreement between the parties pertaining to the subject matter of the Rental Agreement. No agreements, representations or understanding not specifically contained in the Rental Agreement, or specified in these GTC, shall be binding upon any of the parties of the Rental Agreement unless in writing and signed for The Company by its President or the President’s designate. The terms of a Rental Agreement and these GTC shall be binding upon and ensure to the benefit of the parties hereto and their respective personal representatives, heirs, successors, executors and permitted assigns as the case may be.

22. The Renter acknowledges and agrees that persons taking possession of a Trailer on the Renter’s behalf are authorized to execute a Rental Agreement in respect to each Trailer.

23. English/French. The parties have expressly requested that the present GTC and supporting documents and/or correspondence and notices be drafted in the English Les parties ont expressément requis que le présent GTC, toute autre entente ancillaire et correspondance et avis soient rédigés en anglais.

24. Arbitration and Law The parties hereto agree that all disputes, disagreements or differences between them relating to their business relationship with each other, including any dispute, disagreement or difference relating to the validity, enforceability or applicability of this agreement to arbitrate, shall be submitted to final and binding arbitration. The arbitration shall be conducted under the arbitration laws of Ontario, and specifically the Arbitration Act (Ontario).The arbitration shall be conducted in Toronto Ontario Canada in the English language. This agreement shall be governed by the substantive law of Ontario.The arbitration shall be conducted by a single arbitrator who shall be agreed upon by all parties to the arbitration. In the event the parties cannot agree on an arbitrator, the arbitrator shall be appointed by an Appointing Authority. The Appointing Authority shall be the ADR Institute of Canada