Terms & Conditions
The following terms and conditions (the “Terms”) shall apply to the rental of transformers (the “Equipment”) by CORE Transformers, LLC (“CORE”) to the purchaser (“Customer”).
1. Terms of Agreement
CORE’s offers are valid for 30 days from the date of quotation (unless otherwise noted therein) and are conditioned on the Customer’s acceptance of these Terms except as may be modified by CORE in the quote. Any additional or conflicting terms in the Customer’s specifications, purchase order, or any other written or oral communication that would modify these Terms are not binding on CORE unless specifically agreed to in writing by CORE’s Chief Executive Officer or Chief Revenue Officer. These Terms, together with the quote, constitute the entire agreement between Company and the Customer regarding the rental of the Equipment and supersede all prior negotiations, understandings, and agreements.
2. Pricing & Rental Period
CORE’s rental fees are billed under a 4-week (28-day) billing cycle (the “Billing Period”). The fees associated with each Billing Period are due and payable as of the first day of the Billing Period, regardless of when the Equipment is returned within the Billing Period; no partial payments.
The Rental Period commences at the time the Equipment is shipped to Customer and continues until the Equipment is returned to CORE’s possession in the same condition as received, ordinary wear and tear excepted. Rental fees shall continue to accrue until the Equipment is returned. The minimum Rental Period is three (3) billing cycles.
3. Payment Terms
Customer shall pay all rental fees for the Equipment in advance or as specified in the quote. Standard payment terms are net 30 days. These payment terms are subject to CORE’s credit approval of the Customer and without offset. CORE reserves the right to require pre-payment and progress payment(s) if deemed necessary. Any amount overdue is subject to finance charges at the maximum rate permissible by law.
If the Customer claims a tax or other exemption, the Customer must provide a valid exemption certificate or permit and indemnify, defend and hold CORE harmless from any taxes, costs and penalties arising from same.
If the Customer disputes all or any portion of an invoice, it must provide written notice to CORE of the disputed amount and the basis for the dispute within 21 days of receiving the invoice. Failure of the Customer to timely notify CORE of any dispute constitutes a waiver of the Customer’s claim. If the Customer only disputes a portion of the invoice, the Customer must pay the undisputed portion.
4. Delivery and Pickup
If CORE delivers and/or picks up the Equipment, the Customer shall pay applicable delivery and pickup charges. Customer shall provide adequate access to the site, ensure that the site is properly prepared and ready for the Equipment, and be present to accept delivery.
Customer shall inspect the Equipment upon receipt and immediately notify CORE of any defects or issues. If no such immediate notice is provided, Customer shall be deemed to have acknowledged receipt of the Equipment in good working condition and repair.
5. Proper Use
Customer shall use the Equipment in a careful and proper manner, in accordance with manufacturer's instructions and specifications. Customer acknowledges responsibility for ensuring all operators of the Equipment receive proper training before using the Equipment and shall comply with all applicable safety regulations.
Customer is solely responsible for obtaining any necessary permits, licenses, and approvals for the installation and operation of the Equipment at Customer’s site and for any sales, use, excise, property, and other taxes and governmental charges related to the rental of the Equipment.
Customer shall not remove or deface any identification marks or serial numbers on the Equipment.
6. Title & No Encumbrances
Title to the Equipment shall at all times remain with CORE. Customer shall have no right, title, or interest in the Equipment except as expressly set forth in the Terms and the Agreement.
Customer shall not pledge, loan, mortgage, or otherwise encumber the Equipment or permit any liens to be placed on the Equipment. Customer shall indemnify and hold CORE harmless from any loss, cost, or expense (including reasonable attorneys’ fees) arising from such attachment, levy, execution, or other legal process.
7. Return Condition
Customer shall return the Equipment to CORE in the same condition as received, ordinary wear and tear excepted. The Equipment shall be clean and free of damage.
8. Maintenance and Repair
Customer shall immediately notify CORE of any damage, malfunction, or breakdown of the Equipment.
9. Risk of Damage or Loss
Customer assumes all risks of loss, theft, damage, or destruction of the Equipment from any cause whatsoever during the Rental Period and until the Equipment is returned to CORE.
In the event of damage or loss, Customer shall immediately notify CORE and shall be responsible for all repair costs or the full replacement cost of the Equipment if damaged beyond repair or not returned for any reason.
10. Prohibited Uses
Customer shall not:
Use the Equipment for illegal purposes or in violation of any law, ordinance, or regulation;
Remove the Equipment from the site of delivery without CORE’s written consent;
Make any modifications, additions, or improvements to the Equipment; or
Assign or sublease the Equipment or any interest therein.
11. Events of Default
The following shall constitute events of default: failure to pay any amount when due; breach of any provision of these Terms; a material adverse change in the Customer’s financial condition, including, but not limited to bankruptcy, insolvency, or liquidation; misuse or abuse of the Equipment; and any event which reasonably causes CORE to deem Customer insecure.
Upon default, CORE may, without notice or demand:
Terminate the rental and Customer's right to possession of the Equipment;
Enter Customer's premises and repossess the Equipment without liability for trespass; and/or
Recover all rental fees, damages, and expenses incurred by CORE.
12. Force Majeure
CORE shall not be liable to the Customer or be deemed to be in breach of the terms of Customer’s rental by reason of any delay in providing, or any failure to provide, any of the Equipment if the delay or failure was due to force majeure. For the purposes of this clause, force majeure shall mean any event beyond the reasonable control of CORE or its subcontractors, including, but not limited to, any act of God, act of government or any authorities, cyber-attacks, war, blockades, import or export regulations or embargoes, unusually severe weather or natural disaster, acts of terrorism, accidents, sabotages, strikes, shortages in material or supply, infectious diseases, or epidemics.
If the force majeure continues for more than six (6) months, CORE shall have the right to terminate the rental. In such a situation, the Customer shall reimburse CORE for any expenditure reasonably incurred by CORE in the expectation of providing the Equipment.
13. Indemnification & Insurance
Customer shall indemnify and hold harmless CORE and its members, officers, directors, employees, agents, successors, and assigns from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: Customer’s use, operation, or possession of the Equipment; the negligence or willful misconduct of Customer or its employees, agents, or contractors; and any injury to persons or damage to property caused by the Equipment while in Customer’s possession or control, except to the extent caused by CORE’s gross negligence or willful misconduct.
14. Insurance
Customer shall, at its own expense, maintain appropriate insurance coverage for its use of the Equipment and potential claims associated with Customer’s use of the Equipment, including: (a) commercial general liability insurance; (b) property insurance covering the Equipment for its full replacement value against all risks of physical loss or damage; and (c) workers’ compensation insurance as required by applicable law.
15. Warranties
CORE warrants that the Equipment shall be free from defects in material, workmanship or title at the time of delivery and shall perform during the Rental Period in accordance with the specifications set forth in the quote. If a warranty issue is timely raised to CORE during the Rental Period, CORE, at its exclusive option, shall repair or replace the nonconforming Equipment.
In order for the warranty to apply, the Customer must promptly notify CORE in writing upon discovery of any non-conforming Equipment during the warranty period and provide supporting evidence regarding the failure of or issue with the Equipment. Customer’s failure to provide such notice or evidence shall void the warranty as to the Equipment.
The warranty shall not apply to any Equipment the rental payment for which is overdue. Further, this warranty shall be voided and not extend to any Equipment that is found to have been subject to: a. mishandling, misuse, negligence, accident, or tampering; b. storage, installation, operation, testing, or maintenance that was not in accordance with CORE’s specifications or instructions or that was otherwise contrary to industry standards; c. testing of equipment above normally accepted field tests; or d. repair or alteration by anyone other than CORE without CORE’s prior written approval.
THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ANY OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND CORE EXPRESSLY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
16. Remedies / Limitation of Liabilities
CORE shall not be liable to the Customer for any incidental, indirect, special, punitive, or consequential damages, whether in contract, warranty, tort, strict liability or otherwise – including, but not limited to, loss of profits or revenue, loss of the use of equipment, downtime costs, delays, and claims of any customers of the Customer – arising out of Customer’s use of or inability to use the Equipment.
CORE’s liability on any claim for loss or damage arising out of or related to the Equipment shall not exceed the rental fees associated with the Equipment giving rise to the claim for the preceding 12 Billing Periods.
All causes of action against CORE arising out of or relating to the Equipment shall expire unless brought within one year of the time of such cause of action arose.
17. Confidential Information
All non-public, confidential or proprietary information of CORE, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by CORE to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” is confidential, solely for the use of fulfilling Customer’s rental and may not be disclosed or copied unless authorized in advance by CORE in writing. Upon CORE’s request, Customer shall promptly return all documents and other materials received from CORE. CORE shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; or (b) rightfully obtained by Customer on a non-confidential basis from a third party.
18. Compliance with Law
Customer shall comply with all applicable federal, state, municipal and local laws relating to the Equipment and its use of the Equipment.
19. No Third-Party Beneficiaries
These Terms are for the sole benefit of CORE and Customer hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
20. Waiver & Severability
CORE’s failure to enforce any provision of these Terms or the quote shall not constitute a waiver of such provision. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
If any of these Terms are deemed invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other Term herein or invalidate or render unenforceable such Term in any other jurisdiction.
21. Survival
Provisions of these Terms that, by their nature, should apply beyond the Rental Period will remain in force after any termination or expiration of the Rental Period including, but not limited to, the following provisions: Confidential Information, Compliance with Laws, Insurance, Survival, and Applicable Law & Disputes.
22. Applicable Law & Disputes
If for any reason a dispute arises regarding these Terms or the Equipment that cannot be settled by the parties, the Customer and CORE agree to submit the dispute to mediation prior to initiating litigation. The agreed-upon site shall be Greenville, SC unless an alternate site is mutually agreed upon by both parties. In the event that an action arises regarding these Terms or the Equipment, the prevailing party shall be entitled to recover from the other party reasonably incurred costs, expenses, and attorney fees.
It is agreed that these Terms and the Customer’s rental of the Equipment will be governed by the laws in the state of South Carolina. Any legal action arising out of or related to these Terms or the Equipment shall be brought exclusively in the courts of South Carolina.