SCAFFOLD DEPOT SALE/RENTAL TERMS AND CONDITIONS

1. RENTAL PERIOD:

The rental period for the rental by the Customer of the Equipment shall commence on and include the date of shipping of the Equipment from Scaffold Depot (Scaffold Depot) shipping point to the Customer, or its agent, including any common carrier taking same for delivery to the Customer and shall end on the date of actual delivery of the Equipment by Customer to Scaffold Depot’s yard or at a designated place upon prior instructions in writing by Scaffold Depot.

2. SHIPPING:

Scaffold Depot shall load the Equipment for shipping to the Customer and unload it upon its return by the Customer, to Scaffold Depot’s yard or at a designated place upon prior instructions in writing by Scaffold Depot. The Customer shall, at its own expense, be responsible to carry out all other loading, unloading, installing, dismantling, transportation and any other actions, and shall pay all transportation charges from and to Scaffold Depot’s shipping and receiving points. Scaffold Depot may transport the Equipment in its own unfettered judgment if shipping instructions are not furnished by Customer to Scaffold Depot prior to loading for shipping. Scaffold Depot shall not be responsible for any delays due to strike(s), transportation of Equipment or any other cause beyond its control. The carrier to which the Equipment is delivered is hereby declared and agreed to be the agent of the Customer. Upon delivery of the Equipment to a carrier, a clear bill of lading or express receipt, shall serve as conclusive evidence of the good, operating and marketable condition of the Equipment.

3. PRICE:

The price for rental of the Equipment shall be determined in accordance with the schedule, if any, attached to the Customer’s copy of the order or shipping form, or the written rental prices agreed upon between Scaffold Depot and the Customer, as the case may be, subject to increase or decrease to the extent of any change in any tax, any cost of repair or replacement of Equipment lost or damaged while in the possession of the Customer, interest charges on overdue payments and such other costs and charges for which the Customer may be responsible under the terms of this Contract. In the event of omission of a rental schedule or written agreement as to the rental prices, the rental price shall be Scaffold Depot’s published list rental prices, as at the date of commencement of the rental period.

4. TERMS OF PAYMENT:

Terms of payment are net when invoiced by Scaffold Depot, unless otherwise agreed to by Scaffold Depot in writing. All late payments shall bear interest calculated at the rate of 18% per annum, without prejudice to Scaffold Depot’s rights: to terminate this Rental Contract, to obtain or recover immediate possession of the Equipment for default of any payment or default of any term or condition hereof, and to take such further or other action as may be deemed necessary or desired.

5. INSPECTION:

Before the Equipment is loaded for shipping to the Customer, the Customer may inspect the Equipment. If the Customer does not inspect the Equipment before it is loaded for shipping, then the Customer is conclusively deemed to have accepted that the Equipment is in good, operating and marketable condition, fit for the purpose of its intended use as communicated to Scaffold Depot, merchantable, without broken or worn-out parts, in a clean and unmarked condition, and in accordance with the terms and conditions of this Contract.

6. CUSTOMER’S LIABILITY EMANATING FROM THE EQUIPMENT:

The Customer shall be solely liable to Scaffold Depot and indemnify and hold Scaffold Depot harmless for all loss and/or damage and expenses, including all reasonable legal bills, in respect of the Equipment while the Equipment is in the possession of the Customer. All shortages and damages will be charged to and paid by Customer at Scaffold Depot’s then current list price at the time such injury, shortage or damage is discovered by Scaffold Depot. The Customer hereby renounces all claims which it may have against Scaffold Depot for any loss, damage or injury which it may suffer either directly or indirectly by reason of the condition of the Equipment or its suitability for the work or purpose for which it may be required.

7. CUSTOMER OBLIGATIONS:

The Customer shall not remove, alter, disfigure or cover up any numbering, lettering or insignia displayed upon the Equipment and shall ensure that the Equipment is not subjected to careless or needless rough usage. Customer shall at its own expense, maintain and return to Scaffold Depot the Equipment and appurtenances in the same repair, operative and marketable condition as when it was shipped. The Equipment is to be installed, maintained, and operated in conformity with safe industry practice and in accordance with the requirements of all applicable laws, ordinances and regulations, then existing, to the absolute exoneration from all liability of Scaffold Depot. Without limiting the generality of the foregoing, the Customer shall, at its expense, during the term of the Rental, maintain the Equipment, and pay the cost thereof, including the cost of all fuels and lubricants required to maintain and operate the Equipment, all repairs required to be made to the Equipment in order to keep it in good repair and condition, the replacement of all broken or worn out parts, and pay any and all local, municipal, provincial, federal or other taxes, assessments and charges levied upon the Equipment while it is in the possession of the Customer. Scaffold Depot shall have the right at any time and from time to time, to enter the site where the Equipment is situated and shall be given free access thereto and afforded necessary facilities for the purpose of inspection of the Equipment.

8. TITLE TO EQUIPMENT:

Title to Equipment, shall at all times and at all places, remain in Scaffold Depot. The Customer shall give Scaffold Depot immediate written notice in case any Equipment is levied upon or from any cause becomes liable to seizure. The Equipment shall not, without prior written consent of Scaffold Depot, be removed from the site designated by the Customer at the time of shipment and shall not be intermingled, connected or used with any Equipment of others. Scaffold Depot shall have the right, at any time to file or register its ownership, interest and/or title in or to the Equipment, and/or to this Agreement.

9. DEFAULT BY CUSTOMER:

Should the Customer defer any payment more than fifteen days, or become insolvent or bankrupt or fail to maintain and operate or to return the Equipment as provided herein or violate any provision hereof, the Customer shall be in default, and Scaffold Depot may immediately, terminate the Rental/Sales Contract, take possession of the Equipment without becoming liable for trespass, and recover all monies due and owing to Scaffold Depot, including any expense, damage or injury incurred. Termination of this Rental/Sales Contract for any reason, shall not affect any obligations incurred by Customer up to and including the date of termination. The Customer will pay on demand all such costs, charges, and expenses, including reasonable legal bills, incurred in retaking possession of the Equipment and/or in the collection of any monies which may be due and owing to Scaffold Depot by the Customer, including the defense of any action brought against Scaffold Depot for damage or injury caused by Scaffold Depot’s Equipment to any person or entity while such Equipment is in the possession of the Customer. The Equipment shall be deemed to be in the possession of the Customer for all purposes of this Agreement from the time it is loaded for shipping to the Customer until the time that the Equipment has been returned by the Customer to Scaffold Depot’s yard or at a designated place upon prior instructions in writing by Scaffold Depot.

10. POWER OF ATTORNEY BY CUSTOMER TO SCAFFOLD DEPOT:

Upon default by the Customer of any term or condition of this Rental/Sales Contract, Scaffold Depot shall be entitled to receive all amounts owing by any Owner, general contractor, bonding company, Insurer, or subcontractor of or with respect to the Customer, in payment or part payment for any and all amounts owing by the Customer to Scaffold Depot. The Customer hereby constitutes and appoints any officer or agent of Scaffold Depot as its true and lawful attorney with full power of substitution hereunder, for it and in Customer’s name and on Customer’s behalf, to sign any assignment, direction or other document or letter in writing, and generally to do all lawful acts and things necessary or requisite for effecting the premises and the payment, and the Customer hereby ratifies and confirms all that its said Attorney (or any substitute) shall do hereunder.

11. INSURANCE:

The Customer shall, at its own expense, maintain public liability and property insurance to protect Scaffold Depot and the Customer against damage or injury to any property and any person from all occurrences during the rental period. The Customer shall at a minimum, insure the Equipment to the value of Scaffold Depot’s then current list price as at the date of shipment, against all occurrences, however caused, and shall name Scaffold Depot as an additional insured on such policy or policies. The Customer shall forthwith furnish to Scaffold Depot certificates of insurance evidencing that such coverage’s are in effect at all times during the term of the Rental/Sales Contract.

12. ENGINEERING DRAWINGS:

1) Where Scaffold Depot has provided to Customer engineering data, drawings or specifications stamped by a Professional Engineer (“engineering drawings”) for use of the Equipment, the following conditions will apply:

a) Customer agrees to indemnify and hold Scaffold Depot harmless against and from any liability or claim for damage or injury sustained by reason of deviation in whole or in part from such engineering drawings even though such deviation may have been based on any verbal or mechanical representation or other statement attributed to Scaffold Depot personnel;

b) All engineering drawings shall remain the sole property of Scaffold Depot and the Customer so acknowledges to Scaffold Depot. Any information contained therein is not to be divulged to third parties without prior written authorization from Scaffold Depot.

2) Scaffold Depot shall not be responsible whatsoever for any claim or demand in respect to any engineering or other data, drawings or specifications which are not marked or stamped by a Professional Engineer engaged by Scaffold Depot.

13. ADDITIONAL LIABILITY OF CUSTOMER:

The liability for any damage to any property or to any person for injury, disability and/or death including any workmen and any other person, whether directly or indirectly, however caused, during the rental period shall be borne by the Customer, and the Customer agrees to indemnify and save harmless Scaffold Depot of and from all such liability and for all such damages, costs and expenses.

14. RETURN OF EQUIPMENT:

Return of the Equipment may only be made by the Customer, and provided that the Equipment is in good, operating and marketable condition, all of which shall be in the sole discretion of Scaffold Depot.

15. NO REPRESENTATIONS OR WARRANTIES:

There are no representations, warranties or conditions expressed or implied, statutory or otherwise made on the part of Scaffold Depot, neither for fitness for purpose nor warranty of merchantability. All Equipment rented or sold by Scaffold Depot to Customer, is rented or sold on an “as is” basis, and Customer so acknowledges to Scaffold Depot.

16. NO WAIVER BY SCAFFOLD DEPOT:

This Rental/Sales Contract may not be amended, nor shall any provision be waived orally. No waiver of any provision shall be valid unless it is in writing and signed by the party against whom such waiver is sought to be enforced. Any failure of Scaffold Depot at any time to require performance by Customer of any provision hereof, shall in no way affect or waive the right of Scaffold Depot thereafter, to enforce any provision hereof.

17. LAW OF CONTRACT:

The terms of this Rental/Sales Contract shall be construed and enforced in accordance with the laws of the province or state from which the shipment of Equipment was made.

18. DEFINITION OF LENGTH OF WEEK AND MONTH:

For the purposes of this Rental/Sales Contract, each week is deemed to have seven days, and each month is deemed to have twenty eight days, and perorations shall be made on that basis.

19. NO ASSIGNMENT:

The Customer is precluded from assigning the Rental/Sales Contract in any manner whatsoever.

20. ENTIRE AGREEMENT:

The Rental/Sales Contract contains the full and entire agreement between the parties, and except as stated in paragraph 21, this Agreement shall be amended or altered only in writing when executed by the parties. No course of prior dealings between the parties and no usage of trade shall be relevant or admissible to supplement, explain, or vary any provision(s).

21. EVENTS BEYOND THE CONTROL OF SCAFFOLD DEPOT:

Scaffold Depot reserves the right, without penalty or obligation, to suspend shipments of Equipment in the event of strikes, shortages of Equipment, labour problems, transportation interruption, accidents, fires, floods, acts of God, or other events beyond the control of Scaffold Depot. Any suspension of performance by reason of this provision shall be limited to the period during which such cause or failure exists.

22. INVALIDITY;

In the event that any paragraph, or part thereof is found to be void, invalid or unenforceable, the remaining provisions shall nevertheless be binding with the same force and effect as though the void or invalid part(s) was/were deleted.

23. BINDING CONTRACT:

This Agreement shall endure to the benefit of and shall be binding upon the parties and their successors.

24. WARNING: SCAFFOLD DEPOT NOT RESPONSIBLE FOR INDIRECT OR CONSEQUENTIAL DAMAGE:

Scaffold Depot is not responsible for consequential or indirect damage or injury, however caused.

25. FURTHER DOCUMENTS TO BE SIGNED:

Each party agrees to execute such further papers and documents that may be necessary or desirable to carry out the intent and purpose of this Rental/Sales Contract and its provisions.

26. COMPLIANCE WITH LAWS:

Scaffold Depot and Customer each agree to observe and conform to all applicable governmental laws, rules and regulations and neither Scaffold Depot nor Customer shall be responsible for failure on the part of the other to observe or conform to the same.

27. ARBITRATION CLAUSE:

Scaffold Depot and the Customer agree to conduct their relations under this Rental/Sales Contract on the basis of friendship, fair dealing and mutual respect. As such they will make every effort to avoid disputes between them. In the event, however, that any dispute or ambiguity should arise out of or in connection with any matter, including the interpretation, enforcement, jurisdiction, performance or non-performance of this Rental/Sales Contract, Scaffold Depot and the Customer agree to resolve such dispute or ambiguity expeditiously through discussion and consultation and, if necessary, through consultations at their highest management levels. In the event that a dispute or difference of opinion cannot be resolved through discussion and consultation, it shall be referred to arbitration, as provided in this clause. Either party may invoke the arbitration provision of this paragraph 28 by giving written notice to the other party as provided in paragraphs 29 and 30. Such notice shall specify the nature of the dispute or difference and the relief claimed. The party desiring arbitration shall transmit a notice of arbitration, setting forth the attempts made to resolve the dispute and the subject of the dispute, and shall name and set forth in the notice, an independent arm’s-length arbitrator. The other party shall name an independent arm’s-length arbitrator as well and notify the first party thereof within ten (10) days of receipt of the notice of arbitration. The two arbitrators so named by each of the parties shall select a third independent arm’s-length arbitrator within (20) days of the notice of arbitration, and shall meet ad resolve the dispute within sixty (60) days of the notice of arbitration. The decision of the three (3) arbitrators shall be final and binding and shall not be subject to appeal of any kind. The arbitrators shall render their decision in accordance with (a) the provisions and principles of this Rental/Sales Contract, (b) the usages and customs of the industry, and (c) what is just and equitable under the circumstances.

28. SERVICE OF NOTICE OF ARBITRATION:

The parties agree that service of any notices in reference to such arbitration at their addresses as given in this Rental/Sales Contract (or as subsequently varied in writing by them) shall be valid and sufficient.

29. NOTICES:

Any notice or other communication required or permitted to be given hereunder or for the purposes hereof shall be sufficiently given if delivered to the party to whom it is given (in the case of a corporation, to a senior officer thereof) or mailed by prepaid registered mail, or sent by means of fax or electronic transmission (in which case any message so transmitted must be confirmed in writing) addressed to such party.

30. TIME:

Time shall be of the essence of this Rental/Sales Contract.