These Service and Equipment Rental Terms and Conditions (“Terms”) govern the rental of load banks and related equipment and the provision of related technical advisory services by Patriot Power Services, LLC (“PPS”) to the customer identified in the applicable quotation, proposal, or statement of work (“Customer”). PPS and Customer may each be referred to as a “Party” and collectively as the “Parties.” 

​These Terms are incorporated by reference into any quotation, proposal, or pricing document issued by PPS describing equipment rental or services (each a “Quote”).

1. ​Equipment Rental and Services.
PPS agrees to rent to Customer the load banks and related equipment described in the applicable Quote (the “Equipment”) and, if applicable, to provide technical advisory services related to such Equipment (the “Services”). The specific Equipment, rental period, pricing, and scope of Services will be described in the applicable Quote. Unless expressly stated otherwise in writing, PPS provides technical advisory and operational support only and does not provide licensed electrical contracting services. Customer acknowledges that Customer is solely responsible for ensuring all work performed at the site complies with applicable electrical codes and regulations, and that Customer must engage appropriately licensed contractors for any electrical work requiring licensure under Texas law.

2. ​Contract Formation; Acceptance.
Each Quote issued by PPS referencing these Terms constitutes an offer by PPS to rent Equipment and provide Services subject exclusively to: (a) the Quote, and (b) these Terms. Customer accepts this Agreement by any of the following:

Upon such acceptance, the Quote and these Terms collectively constitute the agreement between the Parties (the “Agreement”).

3. ​Customer Purchase Orders; Administrative Use Only.
Customers frequently issue purchase orders or other similar documents (“Customer PO”) in response to PPS Quotes. Any Customer PO shall be deemed issued solely for the Customer’s internal administrative or accounting purposes. A Customer PO referencing a PPS Quote or generated in response to a PPS Quote shall be deemed an acceptance of the Agreement consisting of the Quote and these Terms.

4. ​Battle of Forms; Rejection of Customer Terms.
PPS expressly objects to and rejects any additional, different, or conflicting terms contained in any Customer PO, vendor portal, invoice instruction, or other document issued by Customer. Without limitation, PPS rejects any Customer terms that attempt to:

Any such Customer terms are void and of no force or effect unless expressly agreed to in writing by an authorized officer of PPS.

5. ​No Acceptance of Customer Terms by Performance.
PPS’s (a) acceptance of a Customer PO, (b) delivery of Equipment, (c) commencement of Services, (d) issuance of invoices, or (e) acceptance of payment shall not constitute acceptance of any Customer terms and conditions. All performance by PPS is undertaken solely pursuant to the Agreement consisting of the Quote and these Terms.

6. ​Conditional Acceptance.
If a Customer PO is deemed an acceptance of PPS’s Quote, such acceptance is expressly conditioned upon Customer’s agreement that these Terms exclusively govern the transaction. To the extent a Customer PO constitutes a counteroffer, PPS expressly rejects such counteroffer, and PPS’s performance shall not be deemed acceptance of Customer terms.

7. ​Order of Precedence.
In the event of any conflict between documents, the following order of precedence shall apply: (a) the applicable Quote issued by PPS, (b) these Terms, and (c) any written Statement of Work signed by both Parties. Customer purchase orders or other Customer documents shall not modify or supersede these Terms except to the extent they identify quantities, pricing, or order numbers referencing the Quote.

8. ​Rental Period.
The rental period begins when the Equipment leaves the PPS facility or is delivered to the Customer’s site, whichever occurs first. The rental period ends when the Equipment is physically returned to and accepted by PPS at PPS’s facility. Customer shall provide PPS with at least forty-eight (48) hours’ advance written notice of Customer’s intent to return Equipment. Rental charges continue to accrue until the Equipment is returned to PPS’s facility, regardless of whether the Customer has ceased using the Equipment. The Customer is responsible for rental charges for the entire rental period.

9. ​Pricing and Payment.
Customer agrees to pay the charges specified in the applicable Quote. Unless otherwise stated in writing: (a) invoices are due within thirty (30) days of invoice date, and (b) past due balances may accrue interest at the lesser of 1.5% per month or the maximum allowed by law. The Customer shall reimburse PPS for all reasonable costs incurred to collect overdue amounts, including reasonable attorneys’ fees and court costs, to the extent permitted by law.

10. ​Delivery and Return of Equipment.
Delivery and return arrangements will be specified in the applicable Quote. Customer agrees to: (a) provide reasonable site access for delivery and retrieval, and (2) provide a safe and suitable operating location for the Equipment.  At the end of the rental period, the Equipment must be made available for pickup in substantially the same condition as when delivered, ordinary wear and tear excepted.

11. ​Use of Equipment.
Customer agrees that the Equipment will: (a) be operated only by qualified personnel, (b) be used solely for its intended purpose, and (c) be operated in accordance with PPS instructions. Customer shall comply with all applicable laws and safety regulations, including OSHA requirements. Customer shall not modify, relocate, or alter the Equipment without PPS’s written consent.

12. ​Risk of Loss.
Customer assumes all risk of loss, theft, destruction, or damage to the Equipment from the time the Equipment leaves PPS’s facility until it is physically returned to and accepted by PPS at PPS’s facility. Customer shall promptly notify PPS of any loss or damage. Customer is responsible for the cost to repair or replace Equipment damaged or lost while in Customer’s possession or control, ordinary wear and tear excepted. Customer is responsible for all damages or loss to the Equipment arising from: (a) misuse, (b) negligence, (c) unauthorized operation, or (d) failure to follow operating instructions. Normal wear and tear resulting from proper operation is excluded. Customer shall also be responsible for loss or damage caused by environmental or site conditions.

13.​ Title to Equipment.
All Equipment remains the sole property of PPS at all times. This Agreement constitutes a rental only and does not grant Customer any ownership or purchase rights in the Equipment. Customer shall keep the Equipment free of liens or encumbrances.

14.​ Site Conditions.
Customer is responsible for ensuring the job site is suitable for operation of the Equipment. PPS shall not be responsible for delays or issues resulting from site conditions outside PPS’s control.

15.​ Insurance.
Customer shall maintain, at Customer’s sole expense, commercial general liability insurance with minimum limits of $1,000,000 per occurrence and $2,000,000 aggregate, and property insurance covering the full replacement value of the Equipment, naming PPS as loss payee and additional insured as applicable. Such insurance shall be primary and non-contributory to any insurance carried by PPS. Customer shall provide certificates of insurance evidencing such coverage prior to Equipment delivery and shall provide PPS with at least thirty (30) days’ advance written notice of any cancellation, non-renewal, or material modification of such insurance.

16.​ Indemnification.
Customer shall defend, indemnify, and hold harmless PPS and its officers, employees, and agents from and against any claims, damages, liabilities, losses, or expenses (including attorneys’ fees) arising out of or relating to: (a) Customer’s use or operation of the Equipment; (b) Customer’s failure to comply with these Terms; (c) injury to persons or damage to property occurring at Customer’s site; or (d) Customer’s negligence or misconduct. This indemnity does not apply to claims caused solely and directly by PPS’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction.

17.​ Limited Warranty.
PPS warrants that: (a) the Equipment will be in good operating condition when delivered, and (b) Services will be performed in a professional and workmanlike manner consistent with industry standards. If the Equipment fails due to normal mechanical failure, PPS will use commercially reasonable efforts to repair or replace the Equipment. This is the Customer’s exclusive remedy for Equipment malfunction.

18.​ Disclaimer of Other Warranties.
Except for the warranties expressly stated herein, PPS makes no other warranties, express or implied, including any implied warranties of merchantability or fitness for a particular purpose.

19.​ Limitation of Liability.
To the fullest extent permitted by law: (a) neither Party shall be liable to the other for indirect, incidental, consequential, special, or punitive damages, including lost profits or business interruption, even if advised of the possibility of such damages, and (b) PPS’s total aggregate liability arising out of or relating to this Agreement, whether in contract, tort, or otherwise, shall not exceed the total rental fees actually paid by Customer to PPS for the applicable rental period giving rise to the claim. These limitations do not apply to: (i) Customer’s payment obligations, (ii) Customer’s indemnification obligations under Section 16, (iii) Customer’s obligations for damage to or loss of Equipment under Section 12, or (iv) damages caused by a Party’s gross negligence or willful misconduct.

20.​ Cancellation.
Customer may cancel an order only by providing written notice to PPS, which cancellation shall be effective only upon PPS’s written acknowledgment. If cancellation occurs: (a) more than seven (7) days before scheduled delivery, Customer shall pay a cancellation fee equal to 15% of the total rental fees; (b) within seven (7) days of scheduled delivery, Customer shall pay a cancellation fee equal to 50% of the total rental fees; or (c) after Equipment has been mobilized or delivered, Customer shall pay 100% of the rental fees for the minimum rental period specified in the Quote plus all mobilization, demobilization, and other costs incurred by PPS. All cancellation fees are in addition to any costs actually incurred by PPS for equipment preparation, transportation, or third-party services.

21.​ Default and Remedies.
If Customer fails to pay amounts due or otherwise materiallybreaches this Agreement and fails to cure such breach within ten (10) days after written notice from PPS (or immediately for non-payment breaches), Customer shall immediately return all Equipment to PPS and shall be responsible for all costs associated with returning the Equipment. In addition, PPS may, in addition to all other rights and remedies available at law or in equity: (a) terminate the rental; (b) enter Customer’s premises and repossess the Equipment without liability for trespass or damages, to the extent permitted by law, provided that PPS shall use reasonable care to avoid damage to Customer’s property during repossession; (c) charge for repair or replacement of damaged Equipment; (d) charge a reasonable repossession fee; and (e) pursue any other remedies available under law. Customer shall remain liable for all rental fees through the date of actual repossession plus any damages. PPS’s exercise of any remedy shall not constitute a waiver of any other remedy.

22. ​Governing Law and Venue.
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. The Parties agree that any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction and venue of the state and federal courts located in Travis County, Texas. Each Party irrevocably submits to the personal jurisdiction and venue of those courts and waives any objection based on inconvenient forum.

23. ​Force Majeure.
Neither Party shall be liable for failure to perform caused by events beyond its reasonable control, including: (a) acts of God, (b) natural disasters, (c) labor disputes, (d) governmental actions, or (e) supply chain disruptions. Performance will resume as soon as reasonably practicable.

24.​ Entire Agreement.
The Quote together with these Terms constitutes the entire agreement between PPS and Customer regarding the rental of Equipment and provision of Services. This Agreement may be modified only by a written agreement signed by authorized representatives of both Parties.