Open a rental account

1. Definitions and Agreement Documents

1.1 Definitions

In this Agreement:

• "Equipment" means the container chassis, dry van trailers and other equipment the Lessor rents to the Lessee under a Rental Contract, with their tires, parts and accessories.
• "Rental Contract" means the contract the Lessor prepares for each rental, which states the Equipment, the rental dates, the pickup or delivery location, the rates and the charges for that rental.
• "Commencement Date" means the date the Lessee signs this Agreement and, for each rental, the start date stated in its Rental Contract or, if earlier, the date the Equipment is released to the Lessee.
• "Return Date" means the date the Equipment is returned to the Lessor.
• "Equipment Location" means the Lessor's yard at 9616 188 Street, Surrey, BC, unless the Rental Contract or the Lessor in writing names another location for pickup or return.
• "Applicable Laws" means all laws, regulations, bylaws and ordinances that apply to the Equipment or its use, in every jurisdiction where it is operated.
• "FMV" means the fair market value of the Equipment immediately before the rental in which a loss occurs, as determined by an independent third-party appraiser selected by the Lessor, at the Lessee's cost.

1.2 Agreement Documents

This Agreement, each Rental Contract and the consents given with them together form the complete agreement between the Lessor and the Lessee for all Equipment rented or leased now and in the future. The rates, dates, locations and charges stated in a Rental Contract apply to that rental.

2. Delivery, Inspection and Acceptance

• Each rental is documented by a signed Rental Contract, with an inspection of the Equipment completed at pickup and at return.
• The Lessor delivers, and the Lessee accepts delivery of, the Equipment at the Equipment Location or at the delivery location stated in the Rental Contract. Delivery is available on request and is charged as quoted in the Rental Contract.
• By taking the Equipment, the Lessee certifies that it has received the Equipment in good operating order, except as noted on the pickup inspection, and unconditionally accepts it. The Lessor relies on that acceptance in commencing each rental.

3. Types of Rentals and Term

Equipment may be rented daily, weekly, monthly or annually, on a longer term, or for other specified dates. The parties understand that rental needs can change: the Lessee shall request an extension whenever it needs more time, and the Lessor shall make reasonable efforts to accommodate requests, subject to availability.

This Agreement begins on the Commencement Date and continues until it is terminated in accordance with its terms.

4. Rent, Billing and Payment

4.1 Rent

• The Lessee shall pay rent to the Lessor, without demand, at the rates stated in the Rental Contract.
• Rent for each rental begins on its Commencement Date and continues until the later of the end of the rental term and the Return Date.
• The Lessee's obligation to pay rent and other charges is absolute and unconditional.
• If the Lessee uses an agent to pick up, operate or return Equipment, the agent takes full responsibility for the Equipment as the Lessee, together with the Lessee.

4.2 Billing and Payment

• The Lessee shall complete the Lessor's credit application before its first rental.
• Payment is made by the method arranged with the Lessor when the account is approved, as stated in the Rental Contract. Where recurring payments are arranged, the Lessee authorizes the Lessor to collect amounts due under this Agreement in that way.
• Payment due dates are stated in the Rental Contract or on the Lessor's invoice.
• Any change to billing or payment arrangements must be made in writing.

4.3 Remedies on Payment Default

If a payment is not made when due, the Lessor may:

• Declare the net present value of the remaining rent immediately due and payable.
• Suspend its maintenance obligations or cancel this Agreement.
• Charge a fee of $250 for each missed rent payment or failed payment attempt, and a charge of $15 per day, subject to the maximum permitted by British Columbia law. A payment may be attempted on its due date, two days later and a further two days after that before further action is taken.
• After all reasonable efforts to collect have failed, enter the Lessee's premises to repossess the Equipment in accordance with Applicable Laws, holding any other property found in or on the Equipment at the Lessee's expense until it is collected or disposed of as the law requires. All costs of recovery are payable by the Lessee.

5. Tickets and Violations

The Lessee is responsible for every ticket or violation of any kind arising while the Equipment is in its care, and shall deal with it immediately. If the Lessee fails to do so, a penalty of 20% of the amount is added and processed in the next billing cycle.

6. Use and Operation

The Lessee represents, warrants and agrees that:

• The Equipment shall be used only in Canada and the United States of America, and only for lawful transportation purposes.
• The Equipment shall be operated only by careful and sober employees or agents of the Lessee who hold a valid Class 1 driver's licence or its equivalent in the jurisdiction of operation.
• The Lessee shall comply with all Applicable Laws.
• The Lessee shall avoid abusive handling and excessive loads, including loads beyond the Equipment's rated capacity, and shall provide operating data when a governmental agency requires it.
• The Equipment shall not be marked with decals or any other advertising without the Lessor's prior written consent.

7. Operator Training

The Lessee shall ensure that every operator of the Equipment is adequately trained and qualified to operate the specific type of Equipment rented, in accordance with industry standards and Applicable Laws. The Lessee shall:

• Keep records of operator training and certifications and provide copies to the Lessor on request.
• Ensure operators are familiar with the Equipment's operation and safety features before use.
• Prevent untrained or unqualified individuals from operating the Equipment.

Failure to comply with this section is a breach of Section 6 and may result in additional maintenance costs, liability for damage or termination of this Agreement at the Lessor's discretion.

8. Maintenance

8.1 The Lessee's Responsibilities

At its own cost, the Lessee shall:

• Conduct daily safety inspections and maintain proper axle lubrication, tire inflation, brakes and lighting, and check for cracks and leaks, in accordance with applicable federal and provincial regulations.
• Keep the Equipment in the condition in which it was received, normal wear and tear excepted, including on long-term rentals.
• Reimburse the Lessor, at current market prices, for tire damage caused by improper inflation, impacts or running flat.
• Deliver the Equipment to the Lessor for inspection or repair when the Lessor requests it.

8.2 The Lessor's Responsibilities Before Each Rental

The Lessor shall:

• Inspect, lubricate and maintain the Equipment for normal wear and tear.
• Replace tires and brakes as required by federal and provincial safety regulations.

9. Safety Inspections

The Lessee is responsible for complying with all safety regulations that apply to its operation of the Equipment and for keeping its inspection records.

10. Accidents, Damage and Contamination

• The Lessee shall inform the Lessor within 12 hours of an accident or of any damage to the Equipment, or as soon as it becomes aware of it, by calling 604-501-2233, the Lessor's 24/7 roadside help line for rental customers. The Lessor decides how damaged Equipment is dealt with.
• At the Lessor's direction, the Lessee is responsible for getting damaged Equipment to a service centre for repair, and may include the cost in its claim with its insurer.
• If the Equipment is damaged, contaminated, stained or soiled while in the Lessee's care and cannot be brought back to its pre-rental condition, the Lessee shall purchase it for 115% of its FMV.

11. Indemnity and Limitation of Liability

11.1 Indemnity by the Lessee

The Lessee shall defend, indemnify and hold harmless the Lessor and its directors, officers, employees and agents from:

• Any loss of or damage to the Equipment from any cause, including collision, fire, lightning, theft, explosion, flood, windstorm, act of God, act of war or terrorism, or cargo damage.
• Any loss or damage arising from the death of or injury to any person, or damage to the property of any person, resulting in whole or in part from the use or condition of the Equipment.
• Any loss, claim, liability, damages, expense, penalty, fine, citation, disposal, remediation or corrective-action cost, forfeiture or seizure arising in whole or in part from the delivery, ownership, operation, maintenance, use or condition (actual or alleged) of the Equipment, from the Lessee's failure to use and maintain the Equipment as this Agreement and Applicable Laws require, or from the Lessee's breach of this Agreement, except to the extent it arises from the Lessor's gross negligence.
• Any claim or liability arising from work performed or materials supplied in connection with the operation or maintenance of the Equipment.
• Any sales, use, stamp or other taxes, levies, duties, charges or withholdings, with any penalties, fines or interest, imposed by any government or taxing authority on the Lessor, the Lessee or the Equipment during the rental term or in connection with the ownership, delivery, leasing, possession, use, operation or return of the Equipment, or on the rentals or earnings from it, excluding taxes on or measured by the Lessor's income.

The Lessee shall not settle or compromise any claim against the Lessor without the Lessor's prior written consent, unless the settlement unconditionally and absolutely releases the Lessor. The Lessee's indemnity includes legal fees and costs and survives the termination of this Agreement.

11.2 Limitation of Liability

The Lessor is not liable in connection with this Agreement for incidental, special, indirect, consequential or exemplary damages of any kind, including lost profits, business interruption, or damage to cargo suffered by the Lessee or any other party. No right of the Lessor under this section may be waived except in writing signed by a signing authority of the Lessor.

12. Insurance

From the Commencement Date until the Return Date of each rental, the Lessee shall maintain, at its own cost:

• Commercial auto third-party liability or trucker's liability insurance with a combined single limit of at least $2,000,000 per occurrence, or $5,000,000 where hazardous materials are involved.
• Commercial general liability insurance of at least $2,000,000 per occurrence, including contractual liability coverage.
• Non-owned trailer liability insurance of at least $2,000,000.
• Physical damage insurance, collision and comprehensive, on the Equipment for its FMV, with a deductible of no more than $2,500.

The Lessor shall be named as additional insured and loss payee on all policies, which shall give the Lessor 30 days' notice of cancellation. The Lessee shall provide a certificate of insurance before the Equipment is released and keep it current, and shall tell the Lessor at once of any change to its coverage.

13. Licences and Registrations

The Lessor shall obtain the licences and registrations the Equipment requires for lawful operation in Canada and the United States. The Lessee remains responsible for the operating authorities, permits and driver licences its own operations require.

14. Taxes and Usage Reporting

The Lessee shall provide usage information, such as distances travelled and the locations where the Equipment is garaged, and shall comply with provincial and state tax regulations, so that the Lessor's tax benefits are not recaptured. Applicable taxes are added to the charges in each Rental Contract and invoice.

15. GPS, Mileage and Usage Charges

• The Equipment is equipped with GPS tracking, and distance is recorded by GPS for billing rather than by an odometer.
• If the GPS fails, the Lessee shall notify the Lessor within 12 hours or sooner, track the distance travelled manually, and provide those records to the Lessor daily. Failure to provide accurate usage records incurs an additional charge of $80 per day.
• Excessive tire or brake wear is charged at current market prices.
• If the Equipment is lost while its GPS has failed, the Lessee shall pay a flat fee of $250 to initiate recovery efforts and all further recovery costs, including towing, legal fees and third-party services, until the Equipment is returned to the Lessor.

16. Warranty Disclaimer

The Equipment is rented or leased "as is". To the fullest extent permitted by law, the Lessor disclaims all warranties, express or implied, including merchantability and fitness for a particular purpose.

17. Equipment Return

The Lessee shall return the Equipment to the Equipment Location:

• free of liens;
• in the same condition as received, normal wear and tear excepted; and
• cleaned to a rentable standard, including interior and exterior washing and the removal of any debris or contaminants.

If the Equipment is totally destroyed and the loss is not covered by insurance, the Lessee shall pay 115% of its FMV, less any insurance proceeds the Lessor receives. The Lessor may change the return location by giving 10 days' written notice.

18. Liens, Alterations and Modifications

The Lessee shall keep the Equipment free of liens and shall not modify, alter or improve it without the Lessor's prior written consent. A request must be made in writing and describe the proposed change, its purpose and its estimated cost. The Lessor may approve or refuse it in its sole discretion. If it is approved:

• The Lessee bears all costs of the change, including installation and removal, unless otherwise agreed in writing.
• The change becomes the Lessor's property when attached to the Equipment, unless otherwise agreed in writing.
• The Lessee shall restore the Equipment to its original condition on return, at its cost, if the Lessor requires it.
• The Lessor is not responsible for delays, damage or costs arising from the change, and the Lessee shall indemnify the Lessor against any related claim.

19. Environmental Compliance

The Lessee shall operate the Equipment in compliance with all applicable environmental laws, regulations and standards in Canada and the United States, including those on emissions, hazardous-waste disposal and spill prevention. The Lessee shall:

• Ensure the Equipment is not used in a way that causes environmental contamination, such as a fuel or oil spill, and immediately remediate any contamination at its cost.
• Notify the Lessor of any environmental incident involving the Equipment within 24 hours and provide records of the remediation.
• Indemnify and hold harmless the Lessor from any fines, penalties, remediation costs or liabilities arising from the Lessee's non-compliance with environmental laws.

The Lessor may inspect the Equipment for environmental compliance on reasonable notice. If the Lessee's actions contaminate the Equipment, the Lessee shall restore it to its original condition at its cost or, if restoration is not feasible, purchase it for 115% of its FMV.

20. Events of Default

Each of the following is an Event of Default: failure to pay rent or any other amount when due; failure to comply with any other term of this Agreement or a Rental Contract; the Lessee's insolvency or bankruptcy; or an unauthorized lien against the Equipment. On an Event of Default, the Lessor may exercise the remedies in Section 4.3 and any other right available to it under Applicable Laws.

21. Renewal and Holdover

When a rental or lease ends, the Lessor may renew it or require the return of the Equipment. Continued use without a renewal is charged at the Lessor's standard rates, with possible penalties if the Equipment was already committed to another customer.

22. Title

Every rental or lease under this Agreement is a lease and not a sale. The Lessor retains title to the Equipment at all times.

23. GPS Data and Privacy

The Lessor collects location, movement, distance and time data from the GPS on the Equipment to bill usage, recover the Equipment and keep it secure, plan maintenance and enforce this Agreement. The Lessor collects, stores and uses this data, and any personal information it receives under this Agreement, in accordance with British Columbia's Personal Information Protection Act. The Lessee consents to this collection by signing this Agreement.

The Lessee shall tell its drivers and any owner-operators who use the Equipment that it is GPS-tracked, and refer them to the Lessor's telematics notice at mainlandtts.com/telematics-notice/.

The Lessor shall not disclose this data to third parties except to service providers that process it on the Lessor's behalf, as required by law, or to protect its rights under this Agreement.

24. Confidentiality

Each party shall treat as confidential all non-public information disclosed in connection with this Agreement, including pricing, Equipment specifications, usage data and business operations (Confidential Information). Neither party shall disclose Confidential Information to third parties without the other's prior written consent, except as required by law or to enforce its rights under this Agreement. Confidential Information shall be protected with reasonable safeguards and used only for purposes related to this Agreement.

25. The Lessee's Representations and Warranties

The Lessee represents and warrants that:

• It has full legal authority to enter into and perform this Agreement.
• Signing this Agreement does not violate any other agreement, law or regulation that applies to it.
• It holds all licences, permits and insurance required to operate the Equipment in Canada and the United States.
• All information it provides, including contact details, insurance certificates and usage data, is accurate and complete.
• It shall promptly notify the Lessor of any change to its legal status, licensing or insurance coverage that may affect its obligations under this Agreement.
• It has read and understood this Agreement and has had the opportunity to obtain independent legal advice before signing it.

26. Dispute Resolution

The parties shall first try to resolve any dispute under this Agreement through good-faith negotiation. If it is not resolved within 30 days, the parties shall submit it to mediation in British Columbia before a mutually agreed mediator, with the costs shared equally. If mediation fails, the dispute shall be resolved in the courts of British Columbia, in Vancouver or New Westminster, as the Lessor chooses.

27. Force Majeure

Neither party is liable for a failure to perform its obligations under this Agreement caused by events beyond its reasonable control, including acts of God, war, terrorism, government regulation, strikes or natural disasters, provided the affected party promptly notifies the other and takes reasonable steps to limit the impact. This section does not excuse the Lessee's obligation to pay rent.

28. General Provisions

• Entire agreement: this Agreement, with each Rental Contract, is the entire agreement between the parties and may be amended only in writing signed by both parties.
• Waiver: the Lessor's failure or delay in enforcing a term does not waive that term or its right to enforce it later.
• Assignment: the Lessee shall not assign this Agreement or sublet the Equipment without the Lessor's prior written consent.
• Severability: if any provision is found invalid or unenforceable, the rest of this Agreement remains in force.
• Headings are for convenience only and do not affect interpretation.
• Governing law: this Agreement is governed by the laws of British Columbia and the federal laws of Canada that apply there.
• Notices: notices must be in writing and delivered to the addresses the parties have given each other in writing. The Lessor's address for notices is 9616 188 Street, Surrey, BC V4N 3M2, info@mainlandtts.ca.
• Electronic signature: this Agreement may be signed electronically, and an electronically signed copy is as binding as a signed paper original.