PURCHASE OPTION ADDENDUM. Seller/Lessor: Name: [Lessor s Full Name] (hereinafter [Lessor] Address: SAMPLE

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1 PURCHASE OPTION ADDENDUM Seller/Lessor: Name: [Lessor s Full Name] (hereinafter [Lessor] Address: Customer ( You ): Name: Address: Rental Contract: Number: Dated: For good and valuable consideration, the receipt and sufficiency of which are acknowledged, [Lessor] and the Customer ( You ) hereby agree as follows: 1. OPTION TO PURCHASE. You are hereby granted the option ( Option ) to purchase each of the Item(s) identified in Schedule A attached hereto and incorporated herein (the Optioned Item(s) ), for the applicable purchase price set forth on Schedule A (the Option Exercise Price ). You may exercise the Option only by delivering to [Lessor] at the address set forth above written notice of your election to exercise such Option, along with the Option Exercise Price set forth on Schedule A at least 5 business days prior to the end of the rental Term set forth in your Rental Contract. (check here if the Credit identified below applies): 2. PURCHASE PRICE CREDIT: If the box above is checked and you properly exercise the Option, [Lessor] will give you a credit ( Credit ) against the applicable Option Exercise Price(s) set forth on Schedule A, as follows: (a) If the Option is properly exercised during the first days of the Term, the Credit will be equal to % of the total Rent Protect actually paid by you Your under the Rental Business Contract; and (b) If exercised thereafter, the Credit will be equal to % of the total Rent actually paid by you under the Rental Contract. 3. TERMS AND CONDITIONS ON REVERSE SIDE. By signing below, you the Customer, acknowledge and agree to the Purchase Option Terms and Conditions set forth the reverse side or second page of this Option Addendum MISCELLANEOUS. The Rental Contract is incorporated into this Option Addendum as if fully set forth, it being acknowledged that, with respect to the Option and any resulting sale of any one or more of the Optioned Items, (a) any assignee or transferee of [Lessor] will be: (i) deemed to have succeeded to all of the rights and remedies of [Lessor] arising under or in connection with such Rental Contract, and (ii) entitled to the benefits of all warranty waivers, hold harmless provisions and indemnities included therein; and (b) [Lessor] will be deemed released from any and all liabilities, claims, damages and obligations arising under or in connection with the Rental Contract and/or the Optioned Item(s). In the event any one or more of the terms of this Option Addendum shall directly conflict with any of the terms of the subject Rental Contract, the terms of this Option Addendum will control. Pristinum tabulae scribere abs etiawsemaj. Any photocopy, facsimile or electronic version of this Option Addendum signed by both the Customer and [Lessor] will be deemed the equivalent of an original for all purposes. Executed to be effective as of the day of,. CUSTOMER: SELLER: [Lessor s Full Name]: (Signature) Date: By (signature): Name (printed): Title: Date:

2 The following terms apply to the foregoing Purchase Option Addendum ( Addendum ) and any exercise of the purchase option granted therein: 1. WARRANTIES: [Lessor s Full Name] ( We, Us and Our ) warrants that any and all new items purchased by you from [Lessor] hereunder (collectively, Purchased Items ) will be subject to the manufacturers warranties (if any), which [Lessor] will make available to you (the Customer ), to the extent permitted by the manufacturer(s) and applicable law. THE FOREGOING WARRANTIES, IF ANY, ARE PROVIDED IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS AND/OR IMPLIED, ALL OF WHICH YOU HEREBY WAIVE AS DETAILED BELOW. 2. WAIVER. THE PURCHASED ITEM(S) IS/ARE PROVIDED AS- IS AND WITH ALL FAULTS. [Lessor] MAKES NO WARRANTIES, EXPRESS OR IMPLIED (INCLUDING ANY WARRANTY OF SUITABILITY, MERCHANTABILITY, FITNESS, FUNCTION, DESIGN, CAPACITY OR FREEDOM FROM DEFECTS) REGARDING THE PURCHASED ITEM(S), NOR DOES [Lessor] MAKE ANY WARRANTY AGAINST INTERFERENCE OR INFRINGEMENT, ALL OF WHICH YOU HEREBY WAIVE, TOGETHER WITH ANY AND ALL CLAIMS (INCLUDING WITHOUT LIMITATION, THOSE THAT MAY ARISE UNDER THE UNIFORM COMMERCIAL CODE, AND/OR FROM OR IN CONNECTON WITH ANY INJURIES, LOSSES, COSTS AND DAMAGES ARISING FROM ANY USE, FAILURE OF, OR DEFECT IN OR WITH RESPECT TO, ANY OF SUCH PURCHASED ITEMS AND/OR THEIR DELIVERY, PURCHASE OPTION TERMS AND CONDITIONS HEREWITH, ABSENT THE PRIOR WRITTEN CONSENT OF [Lessor]. INSTALLATION, STORAGE AND/OR REMOVAL), INCLUDING 9. MANUFACTURE. YOU ACKNOWLEDGE THAT (A) [Lessor] IS WITHOUT LIMITATION, LOST TIME, LOST PROFITS, COST OF NOT THE MANUFACTURER OF ANY OF THE PURCHASED ITEMS; COVER, PROPERTY DAMAGE, INCIDENTAL, CONSEQUENTIAL, (B) THE MANUFACTURER IS NOT THE AGENT OF [Lessor], NOR IS SPECIAL AND/OR PUNITIVE DAMAGES (COLLECTIVELY, [Lessor] THE AGENT OF ANY MANUFACTURER; (C) NO CLAIMS AND DAMAGES ). THE FOREGOING WAIVERS OF REPRESENTATION, GUARANTEE OR WARRANTY BY ANY CLAIMS AND DAMAGES EXTEND TO AND BENEFIT [Lessor], ITS MANUFACTURER OR ANY OTHER PARTY IS BINDING UPON OWNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS, ANY OF THE [Lessor] PARTIES; (D) YOU WILL MAKE ANY INSURERS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS DEFECT CLAIMS SOLELY AGAINST THE MANUFACTURER(S) (COLLECTIVELY, THE [Lessor] PARTIES ). NO DESCRIPTIONS AND NOT AGAINST THE [Lessor] PARTIES (OR ANY OF THEM); OR OTHER ASSERTIONS, REGARDLESS OF WHERE THEY MAY AND (E) AS AGAINST THE [Lessor] PARTIES, YOU HEREBY APPEAR, CONSTITUTE REPRESENTATIONS OR WARRANTIES BY ANY OF THE [Lessor] PARTIES. 3. ASSUMPTION OF RISK AND INDEMNITY. YOU ASSUME ALL RISK OF INJURY, LOSS AND/OR DAMAGE IN CONNECTION WITH THE PURCHASED ITEM(S) (AND EACH OF THEM), WHETHER SUFFERED BY YOU OR BY ANY OTHER PARTY, INCLUDING WITHOUT LIMITATION, ANY AND ALL LIABILITIES, CLAIMS AND DAMAGES ARISING FROM OR IN CONNECTION WITH THIS CONTRACT, AND/OR THE SELECTION, MANUFACTURE, USE, OPERATION, STORAGE, SERVICING, MAINTENANCE, REPAIR AND/OR RETURN OF ANY OF THE PURCHASED ITEMS, WHETHER OR NOT YOUR FAULT. YOU HEREBY RELEASE AND DISCHARGE THE [Lessor] PARTIES (AND EACH OF THEM) FROM AND AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE [Lessor] PARTIES (AND EACH OF THEM) FROM AND AGAINST, ANY AND ALL LIABILITIES, CLAIMS, DAMAGES, LOSSES, COSTS AND EXPENSES (INCLUDING WITHOUT LIMITATION, ATTORNEYS FEES) ARISING FROM OR ASSOCIATED WITH EACH OF THE PURCHASED ITEM(S) (INCLUDING WITHOUT LIMITATION, ANY AND ALL COSTS ASSOCIATED WITH REMOVING, STORING, TRANSPORTING, REPAIRING AND/OR REPLACING THE SAME), EVEN IF ARISING FROM OR IN CONNECTION WITH OUR NEGLIGENCE. YOU ACKNOWLEDGE THAT YOU ARE RECEIVING A SUBSTANTIAL BENEFIT (PAYING A REDUCED EXERCISE PRICE FOR THE PURCHASED ITEM(S)), IN PART BECAUSE OF THE DECREASED RISK TO [Lessor] RESULTING FROM THE PRECEDING WAIVER AND INDEMNITY PROVISIONS (WITHOUT WHICH, A HIGHER PRICE WOULD BE CHARGED). 4. SOLE REMEDY. YOUR SOLE REMEDY FOR ANY DEFECT(S) IN OR WITH RESPECT TO THE PURCHASED ITEM(S) IS TO RETURN THE SAME TO US WITHIN 30 DAYS FROM THE EXERCISE DATE AND RECEIVE A REFUND OF THE OPTION EXERCISE PRICE. 5. SAFETY INSTRUCTIONS. You acknowledge that you are familiar with each of the Purchased Items and its proper use, and that you have received, carefully reviewed and are satisfied with, all available training, instructions, operating and user manuals, and other information (including any and all training required under applicable OSHA and/or ANSI Standards) regarding the proper and safe transportation, use, maintenance, repair and storage of the Item(s) ( Instructions ) provided by each Purchased Item s original manufacturer ( OEM ) and/or [Lessor]. You will fully comply with, and will cause anyone you allow to use the Purchased Item(s) (each, an Authorized User ) to read and fully comply with, all A LARGER-PRINT VERSION OF THESE TERMS AND CONDITIONS IS AVAILABLE UPON REQUEST Protect Your Business such Instructions. You will use, and you will ensure all Authorized Users use, the Item(s) only for the purpose(s) for which it/they was/were manufactured, in a reasonable and safe manner, and in full compliance with all applicable federal, state and local laws, rules and regulations. USE OF ANY PURCHASED ITEM(S) FOR ANY PURPOSE OR IN ANY MANNER OTHER THAN AS SPECIFIED, OR CONTINUED USE OF ANY PURCHASED ITEM THAT IS MALFUNCTIONING, DEFECTIVE OR DAMAGED MAY RESULT IN INJURY TO PERSONS OR PROPERTY, OR DEATH. 6. RECEIPT/INSPECTION. You acknowledge that, you have thoroughly inspected the Purchased Item(s) and found the same to be safe and in good operating condition and repair and otherwise in all ways acceptable to you. You acknowledge that you have selected the Purchased Item(s) based on your determination that it/they is/are appropriate for your purpose, use, application and environment, and not based on any recommendation by [Lessor]. Except only as provided in Paragraph 1, each Purchased Item is provided to you AS IS, WHERE IS, WITH ALL FAULTS and without any warranty by [Lessor]. 7. TRANSPORTATION. If [Lessor] agrees to ship any Item(s) to you, all such shipments will be F.O.B. shipping point (Incoterms 2000), unless otherwise specifically agreed in writing by [Lessor]. 8. ASSIGNMENT. YOU MAY NOT ASSIGN ANY OF YOUR RIGHTS, REMEDIES OR OBLIGATIONS ARISING IN CONNECTION WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST THE MANUFACTURER(S). 10. MISCELLANEOUS. You agree to pay any and all taxes, fees and assessments arising in connection with the Item(s) and/or the transactions referenced herein. The provisions hereof shall be limited only to the extent required by law, and shall be deemed severable. If any of the same is/are deemed invalid or unenforceable by any court of competent jurisdiction, such provision(s) shall be modified to the extent necessary to make it/them valid and enforceable, or if such modification proves impossible, deleted, and remaining terms hereof shall continue in effect. These Terms and Conditions represent the complete and final agreement between you and [Lessor], supersede all other agreements and representations (including without limitation, our website and advertising), and except only as provided above, cannot be modified by oral agreement. There are no other promises, representations, warranties or agreements between you and [Lessor]. Pristinum tabulae scribere abs etiawsemaj. You acknowledge that this document may be amended only in a writing signed by both you and [Lessor]. You agree that these Terms and Conditions are fair and reasonable in light of the amounts being charged by [Lessor]. Should litigation be commenced to interpret or enforce any of such provisions, the prevailing party will be entitled to recover its attorneys fees and expenses from the non-prevailing party. The terms of this document will be deemed to apply not only to the Item(s) identified on Page 1, but also to all other Items you purchase from [Lessor], at any time (except only as expressly set forth in any other agreement subsequently executed by you and [Lessor]). If any of the foregoing provisions shall be found to conflict with any other oral or written agreement or representation by or between you and/or [Lessor], the provisions of this document shall control, unless otherwise agreed by [Lessor] in writing. All amounts due hereunder but not timely paid will bear interest at the highest rate permitted under applicable law until paid. You authorize us to charge all amounts due hereunder to your credit card. You agree to pay us a fee equal to the maximum lawful charge for any credit card you provide that is declined or any check you write which is returned NSF. You agree to take such actions, and to promptly execute and deliver to [Lessor] such documents, instruments and agreements as may be necessary or appropriate to give full effect to each of the foregoing provisions. This document will be governed by and construed only under the laws of [State]. I have carefully read and fully understand the foregoing Terms and Conditions and personally guarantee the Customer s prompt payment and performance of its obligations arising hereunder: Signature of Customer or Customer s Authorized Signatory

3 PURCHASE OPTION ADDENDUM Schedule A Optioned Item(s) Optioned Item(s) Qty: Serial Number / VIN / Description (as applicable): Option Exercise Price: Protect Your Business

4 Why This Addendum? The purpose of executing a Purchase Option Addendum is to set forth the specific terms and conditions upon which a sale of rented equipment will be completed. In addition to the price, the rental operator may find it appropriate (or necessary) to entice a customer to purchase certain rented equipment by offering a discount on the purchase price based on the amount of rent paid by the customer and the duration of the rental. Section 2 of our Purchase Option Addendum provides a means of doing so. Perhaps most importantly, we have included on the second page (or reverse side) Purchase Option Terms for use in connection with the sale of such rented equipment. We advise relying on these, rather than the Rental Contract alone, in order to avoid questions after completion of the sale (perhaps raised in a civil lawsuit seeking damages for claimed defects) regarding whether and to what extent the protective language of the Rental Contract, including the waiver and indemnity provisions, should apply to the sale (a purchase and sale being, after all, different from a rental). Although we would expect most courts to apply the Rental Contract s protections in favor of the rental operator, it makes little sense to leave the question open. Remember that questions to which the answers are obvious lend themselves to quick resolutions, such as summary judgments in favor of rental companies. Ultimately, most operators find that, for the cost of a carefully written Purchase Option Addendum, they save themselves many thousands of dollars in future litigation costs Our Purchase Option Addendum has been drafted for use in tandem with our rental contract forms, but it can be used in combination with the rental operator s own form of rental contract as well.

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