INMARSAT SATELLITE RENTAL TERMS AND CONDITIONS:
USTRONICS (USTRONICS. INC) and the customer ("Customer") hereby agree to the following terms and conditions with respect to the provisions by USTRONICS to the Customer of the satellite terminal and peripheral equipment, which are identified and/or described in the Terminal Rental Agreement, attached to these terms and conditions.
AUTHORIZED
SIGNATURE
1. If the Customer is an entity other than an individual, then the person
signing the agreement represents and warrants that the individual has been
properly authorized and empowered to enter into the agreement on behalf of
the entity.
DELIVERY
OF SATELLITE TERMINAL AND EQUIPMENT
2. USTRONICS will deliver the satellite terminal and equipment, at its own
risk, to the address designated by the customer.
3. USTRONICS will use reasonable efforts to deliver the satellite terminal
and equipment by the requested delivery date but it shall not incur any liability
to the Customer in the event of any delay caused by forces and/or other circumstances
beyond its control.
4. The Customer will accept the satellite terminal and equipment when delivered
on or before the delivery date, and if for any reason the Customer fails to
accept the package when delivered on or before such date the Customer shall
nevertheless be liable for the stated rental charge in full, and for the proper
and timely return of the satellite terminal and equipment to USTRONICS.
CHARGES
5. The Customer will pay the rental charge from the delivery date until the
end of the rental period or the date all of the equipment specified in the
rental agreement are returned to and accepted by USTRONICS, whichever is later.
Satellite terminal and equipment rental charges apply to full days and fractions
thereof.
6. The Customer will pay the charges for all calls made on the satellite terminal
after delivery and until it is returned to and accepted by USTRONICS or by
one of its representatives. USTRONICS may increase the call charges as and
when it deems appropriate. However, USTRONICS will attempt to provide the
Customer with reasonable notice of any impending change as soon as it becomes
practically possible.
7. The Customer shall be billed at least one (1) minute of airtime for each
incoming, outgoing, completed, incomplete or attempted call, in accordance
with satellite billing practices or by written agreement.
8. The Customer is responsible for terminal service and airtime charges during
the entire period that the satellite terminal and equipment are rented whether
or not Customer personally makes the calls for which the charges are imposed.
9. USTRONICS is entitled to bill the Customer, on a delayed basis, at any
time after the satellite terminal and equipment have been returned for any
and all charges for which the Customer shall be responsible pursuant hereto,
whether or not USTRONICS is aware of such charges at the time of the return
of the equipment. All charges and other amounts billed pursuant to this agreement
are payable by the Customer at the end of the agreed upon rental period as
set forth in these terms and conditions, or if not computed at the end of
rental period, then upon demand mailed or faxed by USTRONICS to the Customer.
10. The rental charge, the call charges and any other amounts due to USTRONICS
under this agreement are payable at the end of the rental period and USTRONICS,
Inc. shall be entitled to charge interest at the rate of 2% per month (or
part of a month) on any overdue amounts.
DEPOSIT
11. The Deposit shall be repaid to the Customer provided all the equipment
is returned to USTRONICS and any outstanding charges are paid at the end of
the rental period in accordance with these terms and conditions.
12. If the satellite terminal and equipment are not returned as stated below,
then USTRONICS at its discretion may retain some or all of the deposit without
prejudice to any other right or remedy it may have against the customer.
13. In the event of any loss, damage, theft or disappearance of the equipment
while on rental, regardless of circumstances, the Customer shall pay to USTRONICS
on demand, an amount equivalent to the value of the satellite terminal and
equipment as identified in the rental agreement, less any deposit retained
by USTRONICS.
USE
OF EQUIPMENT
14. Upon delivery to the Customer, USTRONICS will provide instructions and
guidelines on the use of the satellite terminal and equipment
15.
The Customer will use the satellite terminal and equipment in a careful and
proper manner, in accordance with the instructions, and in no other manner.
16. The customer agrees that he/she will not:
(a) Effect any repairs or modifications to the satellite phone or other rental
equipment.
(b) Remove or interfere with any certificate on markers affixed to the satellite
phone or equipment;
(c) Deface or add to the equipment in any way;
(d) Sublet or allow the use of the equipment by any third party; or
(e) Attempt to dispose of the equipment or to grant any interest in the equipment
to any third party.
REPAIRS
OF EQUIPMENT
17. If the equipment is not in working order when delivered or subsequently
malfunctions, the Customer will notify USTRONICS or its designated representative
immediately.
18. USTRONICS will repair or replace the terminal or equipment as soon as
possible after it has been notified of the problem by the Customer and, provided
the Customer is not in breach of the rental agreement, USTRONICS will provide
the Customer with the same or similar satellite terminal or equipment as soon
as possible for a period equivalent to the part of the rental period un-expired
when the malfunction occurred.
19. If USTRONICS finds that equipment reported as faulty is actually in working
order then the Customer will pay the cost of collection and delivery of the
replacement satellite terminal and/or equipment.
LIABILITY
20.USTRONICS warrants that the satellite terminal and equipment will be in
working order when delivered to the Customer but cannot be responsible for
the performance of the equipment or the operation of the terminal network
to which it is connected.
21. USTRONICS MAKES NO OTHER WARRANTIES, GUARANTIES OR REPRESENTATIONS, EITHER
EXPRESS OR IMPLIED, REGARDING ANY MATTER, INCLUDING WITHOUT LIMITATION, THE
MERCHANTABILITY, ACCURACY, RELIABITY, CONDITION OR FITNESS FOR A PARTICULAR
PURPOSE OF THE EQUIPMENT OR THE SATELLITE TERMINAL SERVICES FURNISHED UNDER
THIS AGREEMENT. SUBJECT TO THIS AGREEMENT (see Theft & Loss Protection)
THE CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR AND SHALL INDENIFY AND HOLD USTRONICS
HARMLESS AGAINST ALL CLAIMS, DEMANDS AND LIABILITY ARISING AS A RESULT OF
LEASE, POSSESSION, USE, CONDITION, OPERATION OR MISUSE OF THE EQUIPMENT OR
THE SATELLITE TERMINAL SERVICES PROVIDED HEREUNDER WHETHER IN BREACH OF THIS
AGREEMENT OR HOWEVER IT ARISES. USTRONICS WILL IN NO EVENT BE RESPONSIBLE
FOR ANY LIABILITY, CLAIM, LOSS, DAMAGE OR EXPENSE OF ANY KIND (INCLUDING LOST
PROFITS) WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL CAUSED BY THE SATELLITE
TERMINAL OR OTHER EQUIPMENT OR THE FAILURE OF THE EQUIPMENT TO OPERATE CORRECTLY
OR AT ALL.
22. The Customer shall be liable to USTRONICS for all expenses, including
reasonable attorney's fees, incurred in connection with any collection, repossession
or other action brought to enforce USTRONICS right to deactivate the satellite
terminal or equipment at any time and without notice to the Customer, in the
event that USTRONICS rights under this agreement. USTRONICS reserves the right
to deactivate the satellite terminal or equipment at any time and without
notice to the customer, in the event that USTRONICS detects unusually high
usage or possible fraud in accordance with general operating practices and
procedures in the satellite industry, and USTRONICS shall have no liability
whatsoever to the Customer for such deactivation.
OWNERSHIP
23. The rental equipment, including the transceiver and all accessories will at all times remain the property of USTRONICS. The Customer acquires no rights other than temporary use. During the rental period, no service or part replacements are authorized without written approval from USTRONICS. The Customer agrees that he/she has examined the equipment and that the equipment is in good working order at the time of receipt.
TERMINATION
24. Unless otherwise agreed with USTRONICS the Customer shall return the satellite
terminal and any other rental equipment to USTRONICS at the end of the rental
period in good working order and in the same condition as when it was delivered
to the Customer. The Customer shall return the equipment by Federal Express
or comparable overnight courier to the designated USTRONICS address and in
accordance with shipping instructions provided by USTRONICS at time of delivery
of the equipment. Should the Customer return the equipment using means other
than those specified in the instructions provided by USTRONICS at the start
of the rental, rental and other charges will continue, and the Customer will
remain liable for any damage to the equipment, while the equipment is in transit.
Packages returned with any components or pieces missing from the package (kit)
provided will continue to be charged full rental until all such missing components
or pieces are returned or replacement value of the equipment is paid.
25. Should the Customer:
(a) Obtain use of the equipment by any misrepresentation or fraudulent means,
or
(b) Tamper with the satellite phone meter, or
(c) Use the equipment for any illegal or improper purpose, or
(d) Otherwise commit a breach of these terms and conditions then USTRONICS
may, at its option and in addition to other remedies available hereunder at
law or in equity, (i) terminate this agreement; (ii) immediately terminate
all services to the Customer, and (iii) take immediate possession of the equipment
without being obliged to repay any portion of the rental charges. No remedy
of USTRONICS shall be exclusive of any other remedy whether provided herein
or available at law or in equity, but shall be cumulative with other remedies.
26. The Customer shall pay the manufacturer's full retail price to USTRONICS
for any satellite terminal or other rental equipment that is damaged or not
returned at the end of the rental period
APPLICABLE LAW
27. The laws of the State of VIRGINIA shall govern this agreement.
GENERAL
28. The headings in this agreement are for convenience of reference only and
shall not affect the meaning or construction of the terms and conditions contained
herein.
29. No waiver by USTRONICS of any breach of this agreement shall be considered
as a waiver of any subsequent breach of the same or any other provision hereof.
This agreement cannot be assigned or transferred by the Customer, nor can
this agreement be modified (or any provision waived or modified) except by
written instrument signed by USTRONICS or its authorized agent. This agreement
constitutes the entire agreement between USTRONICS and the Customer; there
are no other representations, conditions, warranties, guarantees, or collateral
agreements express or implied, statutory or otherwise, concerning the use
or rental of the satellite terminal, accessories or other rental equipment,
other than as set forth herein.
30. Early Returns - Under no circumstances will the Customer be granted credit
for unused time or early return of equipment as it pertains to the effective
date of rental.
38. Export Regulations - The Customer will not divert export or re-export
the equipment to any country contrary to U.S. export laws.
39. Excusable Delays - If UStronics' performance of any obligation hereunder
is delayed due to reasons beyond UStronics' reasonable control, the time for
performance of such obligation will be postponed for a period equal to the
number of days of such delay. In no event will UStronics be liable for any
damages resulting from any delay in the delivery of any equipment or any delay
in the performance of any maintenance.
40. Controlling Law - All questions concerning the validity, operation, interpretation
and construction of this agreement will be governed by and determined in accordance
with the laws of the Virginia.
41. Counterparts - This agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original copy hereof.
42. Further Assurances - The parties agree to perform all acts and execute
all supplementary instruments or documents, which may be necessary or desirable
to carry out the provisions of this agreement.
If Customer fails to perform any obligation when due under this agreement,
or otherwise defaults, UStronics has the right to terminate this agreement
forthwith by notice to the Customer. Upon such termination, (i) the balance
of the Gross Rental Amount will be due and payable immediately and, (ii) UStronics
has the right, at its option, to take possession of and remove the equipment
from service immediately. Any other damages or amount chargeable to the Customer
shall be immediately due upon such termination. In addition to failure to
perform its obligation elsewhere stated in this agreement, the following shall
be defaults by the Customer:
(i.) Issuance of write, attachment, execution, or similar court process against
the Customer or its property.
(ii.) Bankruptcy, or any application for reorganization protection from creditors,
insolvency, appointment of a receiver or trustee whether voluntary or involuntary.
(iii.) Termination of the Customer's business.
(iv.) Change in management or ownership of the Customer.
(v.) If any representation prior to or during the term of this agreement proves
to be false or misleading in any material respect.
(vi.) Any action which jeopardizes UStronics' ownership or agent/partner's
ownership rights or ability to take possession of the equipment.
(vii.) Failure to pay communications service invoices on time.