Effective July 1, 2026

                                TERMS & CONDITIONS

These Terms and Conditions (as such terms and conditions may be revised from time to time) (“Agreement”) govern the rental of all equipment from Carolina 1926 LLC, d/b/a Carolina Cat Rentals and/or d/b/a Carolina Cat Power Systems (“Carolina Cat”) by any individual or entity that rents vehicles and equipment and related services (collectively, “Equipment” from Carolina Cat (“Customer”) and are incorporated into each of Customer’s Rental Orders for Equipment from Carolina Cat (each, a “Rental Order”). Carolina Cat hereby rejects the terms of any purchase order, rental agreement or other document submitted by Customer, unless the document is signed by a vice president of Carolina Cat. The placing of a Rental Order with Carolina Cat, the issuance of a purchase order for rental of Equipment from Carolina Cat, or the receipt, acknowledgement or acceptance of Equipment for rental by Customer constitutes Customer’s acceptance of this Agreement exactly as written. Carolina Cat reserves the right, in its sole discretion, to modify or replace any of the terms in this Agreement at any time, and such modifications or replacements shall apply to all rentals of Equipment from Carolina Cat after the date of such modification or replacement. It is Customer’s responsibility to review the Agreement each time Customer rents Equipment from Carolina Cat.

1. TERM. As to each piece of Equipment, the “Rental Term” is the time period for which Customer has ordered such Equipment, as specified on the Rental Order. As to each piece of Equipment, the “Rental Period” is the time period that commences on the date that the Rental Order is executed by both Customer and Carolina Cat and terminates on the date the Equipment is returned to the Carolina Cat branch location from which the Equipment was rented (“Carolina Cat Branch”) and all amounts owing under this Agreement to Carolina Cat are paid in full, unless earlier terminated as provided in this Agreement.
2. RENTAL CHARGES. Customer will pay Carolina Cat on demand at the Carolina Cat Branch, all rental, time, mileage, service, transportation, refueling service, REP (as hereinafter defined), RLP (as hereinafter defined), and other charges provided in this Agreement, privilege and/or rental taxes, all sales and use taxes or tax reimbursement imposed with respect to the Equipment, and all expenses, including reasonable attorney and collection fees. The period for which rent is due shall begin when the Equipment leaves Carolina Cat premises and shall terminate when return of the Equipment is accepted by Carolina Cat. Acceptance of any Equipment by Carolina Cat shall not relieve Customer of any of its obligations under this Agreement. All rentals of Equipment for more than 3 days but not more than one week shall incur the full weekly rental charge. All rentals of Equipment for more than three weeks but not more than four weeks shall incur the full 4-week rental charge. The basic daily, weekly and the 4-week rental will entitle Customer to a maximum of one-shift use (i.e. a maximum of 8 hours per day; 40 hours per week; 160 hours per 4-weeks). Use in excess of one shift will be payable at the hourly rate of 1/8 of the daily charge, 1/40 of the weekly charge, and 1/160 of the 4-week charge (for a 4-week rental); plus applicable taxes. All charges are subject to audit by Carolina Cat. Carolina Cat shall have a lien as allowed by law for unpaid charges incurred hereunder upon the premises and improvements upon which the Equipment is employed. Rentals are F.O.B. the Carolina Cat Branch unless otherwise agreed. Shipping charges to the Customer’s destination and return and all loading, unloading, assembling and dismantling will be paid by Customer. All rates for rentals in excess of 4 weeks are subject to change on 30 days’ notice in writing to the Customer with respect to any portion of the rental period then remaining. Customer and any person to whom, with Carolina Cat consent, Customer expressly directs the charges incurred under this Agreement to be billed are jointly and severally responsible for payment of all charges. Equipment returned in less than satisfactory condition will continue to require rent payment until Carolina Cat is satisfied with Equipment condition. Rent is payable in advance. Rent is due regardless of Customer’s dispute or Customer’s loss of use of Equipment and will be paid regardless of any set-off, counterclaim or recoupment. Customer will pay Carolina Cat’s transportation charges. Carolina Cat may repossess Equipment at any time. Customer acknowledges that a refueling service charge (“Refueling Service Charge”) will be applied to all Equipment not returned with a full tank of fuel. The exact cost of the Refueling Service Charge may vary depending on the rate being charged by the Carolina Cat Branch on the date Customer returns the Equipment. Customer acknowledges that the Refueling Service Charge is not a retail sale of fuel. Customer may avoid the Refueling Service Charge if Customer returns the Equipment with full fuel tank(s).
3. CREDIT TERMS. Carolina Cat may in its sole discretion extend credit terms to Customer, pursuant to which Customer shall, upon the earlier of (i) return of the Equipment (whether by Customer or by Carolina Cat by repossession as provided in this Agreement) or when the Equipment is due to be returned or (ii) receipt of an invoice therefore, paying Carolina Cat all charges provided in Paragraph 2 upon such return or in accordance with such invoice, as applicable. NOT WITHSTANDING ANYTHING HEREIN TO THE CONTRARY, Carolina Cat MAY AT ANYTIME REVOKE ANY CREDIT TERMS AND DEMAND IMMEDIATE PAYMENT OF ALL CHARGES THEN ACCRUED, AND CUSTOMER SHALL PAY SUCH CHARGES ON DEMAND.
4. OTHER CHARGES; INTEREST; COLLECTION. Customer may be charged a reasonable fee for any returned check, any cleaning required to restore any returned Equipment to its condition when it left Carolina Cat’s premises and each unreturned key to the Equipment. Interest shall accrue daily at an amount equal to one and one-half percent (1.5%) per month on any overdue unpaid balance and be added to the unpaid balance. All payments to Carolina Cat on Customer’s account shall be applied first to all accrued interest, second to all past due amounts in order of their maturity, and finally to all other amounts due to Carolina Cat. Customer hereby agrees to pay Carolina Cat its reasonable attorney fees plus all other costs and expenses incurred by Carolina Cat in exercising its rights under this Agreement.
5. Written Safety Instructions; Training. Operating instructions and safety manuals will be located inside of the Equipment. If Customer is unable to locate operating instructions and safety manuals inside of the Equipment or if Customer has any questions or concerns regarding the safe operation of the Equipment, Customer must contact Carolina Cat immediately. It is Customer’s obligation to ensure that individuals operating the Equipment or working in proximity to the Equipment fully understand all safety and operating instructions associated with the Equipment.
6. LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTY. Customer hereby acknowledges that it has inspected the Equipment, found it in good working order and accepted delivery of it “AS IS.” CAROLINA CAT SHALL NOT BE LIABLE TO CUSTOMER FOR, AND CUSTOMER HEREBY WAIVES AND AGREES NOT TO ASSERT, ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS AND ANY CLAIMS, DEMANDS OR LIABILITIES FOR PROPERTY DAMAGE OR PERSONAL INJURY, INCLUDING WITHOUT LIMITATION CLAIMS, DEMANDS OR LIABILITIES ARISING OUT OF OR RELATING TO CAROLINA CAT’S NEGLIGENCE. If for any reason at any time Carolina Cat is unable to provide the Equipment to Customer, Carolina Cat, at its option, may terminate this Agreement entirely or as to the Equipment which Carolina Cat is unable to supply and Carolina Cat shall have no further obligation to Customer with respect thereto. THE MAXIMUM LIABILITY OF CAROLINA CAT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES UNDER THIS AGREEMENT (REGARDLESS OF WHETHER A CLAIM IS BASED UPON WARRANTY, CONTRACT, NEGLIGENCE OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT PAID TO CAROLINA CAT BY CUSTOMER UNDER THIS AGREEMENT FOR THE EQUIPMENT INVOLVED IN THE LOSS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, CAROLINA CAT MAKES NO, AND HEREBY DISCLAIMS ANY, WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED: (A) AS TO THE DESIGN, QUALITY OR CONDITION OF THE EQUIPMENT; (B) AS TO THE MATERIAL OR WORKMANSHIP IN THE EQUIPMENT: OR (C) AS TO MERCHANTABILITY OR FITNESS OF THE EQUIPMENT FOR ANY PARTICULAR PURPOSE.
7. INDEMNIFICATION. Customer shall indemnify, defend, and hold Carolina Cat and its affiliated companies and their officers, agents and employees, harmless from and against all claims, losses, damages, demands, costs, including attorney and/or legal fees, liabilities and obligations however arising or incurred, relating to any incident, damage to property, use, operation, custody or control (or lack thereof) of the Equipment, including, but not limited to, all personal injury or death of any person, and property damage and loss claims of any employee or agent of Customer or any other person or entity, contamination or alleged contamination, or violation of law or regulation caused by or connected with Customer’s (a) ACCESS, USE, POSSESSION OR CONTROL OF THE EQUIPMENT BY CUSTOMER OR ANY THIRD PARTY THAT CUSTOMER IMPLICITLY OR EXPLICITLY PERMITS TO ACCESS, USE, POSSESS OR CONTROL THE EQUIPMENT DURING THE RENTAL PERIOD OR (b) BREACH OF THIS CONTRACT, WHETHER OR NOT CAUSED IN PART BY THE ACTIVE OR PASSIVE NEGLIGENCE OR OTHER FAULT OF ANY PARTY INDEMNIFIED HEREIN AND ANY OF THE FOREGOING ARISING OR IMPOSED IN ACCORDANCE WITH THE DOCTRINE OF STRICT OR ABSOLUTE LIABILITY. Customer shall give Carolina Cat verbal and written notice of all damage to or loss or destruction of the Equipment and all personal injury and property damage claims arising out of or relating to use, possession or control of the Equipment during the term of this Agreement promptly (and in any event within 24 hours) after Customer has notice of same. Customer also agrees to waive its workers’ compensation immunity, to the extent applicable. Customer’s indemnification obligations shall survive the expiration or termination of this Agreement. All of Customer’s indemnification obligations under this paragraph shall be joint and several.
8. RISK OF LOSS. Customer shall have the exclusive possession, control, and use of the Equipment during the term of the Agreement and shall assume complete responsibility for the operation of the Equipment during the term of this Agreement. All loss of or damage to the Equipment from any cause whatsoever during the term of this Agreement, whether or not in Customer’s care, custody or control, and whether or not due to the fault of Customer, including, but not limited to, fire, flood, theft, vandalism, comprehensive loss, collision and rollover, and Acts of God, personal injury, death, rental charges, theft, losses, damages and destruction, including Customer transportation, loading and unloading will be the sole responsibility of Customer and the amount of such loss or damage will be paid to Carolina Cat promptly upon Customer’s receipt of an invoice therefore. Such responsibility is limited to the full value of the Equipment at the time it was lost or damaged, less its salvage value, plus an administrative fee and Carolina Cat’s expenses, including loss of use, appraisal fees or recovery costs. THE COST OF LABOR FOR SUCH REPAIRS WILL BE EITHER CAROLINA CAT’S THEN PREVAILING HOURLY RATE FOR LABOR OR THE REPAIRER’S HOURLY RATE FOR LABOR CHARGE TO CAROLINA CAT FOR SUCH REPAIRS AS THE CASE MAY BE. PARTS WILL BE CHARGED AT CAROLINA CAT’S COST. Except as expressly provided in Paragraph 10 and then only to the extent applicable, Carolina Cat reserves all rights to seek all remedies available, including, but not limited to, filing suit for any damage or loss to the Equipment. Any deductible, retention or self-insurance on the required insurance will be the full responsibility of Customer.
9. CUSTOMER INSURANCE OBLIGATIONS. Customer shall, at its own expense and at all times during the term of this Agreement, maintain in force the following insurance: (a) Commercial General Liability Insurance with a minimum combined, single limit for bodily injury, including death, and property damage of $1,000,000 per occurrence and $1,000,000 in the aggregate, on a primary basis and not on an excess or contributory basis with Carolina Cat insurance, for Customer’s liability for property damage, damages or injuries, including death, sustained by any person, including, but not limited to, agents or employees of Customer, in connection with the maintenance, use, operation, possession, storage, erection, dismantling, servicing or transportation of Equipment. Customer’s Commercial General Liability will name Carolina Cat, its employees and its agents as an additional insured; (b) statutory Workers Compensation including Employers Liability as required by law with a Waiver of Subrogation in favor of Carolina Cat, its employees, and its agents; (c) in the event the rental includes motor vehicle(s) or if Customer or any third party engaged by Customer transports the Equipment over the road or otherwise away from any Carolina Cat Branch, Customer will maintain during the term of the Agreement (i) automobile liability insurance of at least $1,000,000 per accident for bodily injury and property damage; (ii) if Customer or any third party engaged by Customer transports the Equipment over the road or otherwise away from any Carolina Cat Branch, motor truck cargo, inland marine, or equivalent cargo coverage, in an amount not less than the full replacement value of the Equipment being transported and on terms acceptable to Carolina Cat, covering the Equipment while being loaded, unloaded, secured, transported, and delivered; and (iii) physical damage insurance including comprehensive and collision insurance for the full value of the loss or damage to the rental motor vehicle(s) including Carolina Cat as loss payee; and, notwithstanding anything contained herein, it is the Customer’s responsibility and the responsibility of any Authorized Operators to provide the insurance set forth in this Section (c)(i)-(iii) on a primary basis, and not on an excess or contributory basis, with Carolina Cat insurance arising from the Customers’ and/or any Authorized Operators’ use or possession of a motor vehicle or if Customer or any third party engaged by Customer transports the Equipment over the road or otherwise away from any Carolina Cat Branch (and any liability, automobile insurance, motor truck cargo, inland marine, or equivalent cargo coverage held by Carolina Cat will not extend to the Customer and/or any Authorized Operators unless otherwise required by law); and (d) if REP (excluding any motor vehicle or if Customer or any third party engaged by Customer transports the Equipment over the road or otherwise away from any Carolina Cat Branch) is not applicable, then Customer will, at its own expense and at all times during the term of this Agreement, maintain in force Property Insurance in an amount adequate to cover any damages to, or loss of, and loss of use of the Equipment and Customer’s policy must expressly cover non-owned, leased or rented equipment while in Customer’s care, custody or control. Customer shall include Carolina Cat as loss payee and any insurance that excludes boom damage or overturns is a breach. Customer will, on demand, furnish Carolina Cat with a Certificate of Insurance evidencing all required insurance and endorsed to provide that such insurance may not be canceled or materially modified except on 30 days’ prior written notice to Carolina Cat. Carolina Cat’s acceptance of Customer’s Certificate of Insurance will not be deemed a waiver, limitation or modification of Customer’s insurance, indemnity or other obligations under this Agreement or Customer’s liability hereunder. The amount, terms and conditions of the insurance required herein by this sub-paragraph must be acceptable to Carolina Cat. Customer agrees to abide by all of the terms and conditions of such insurance. Any deductible, retention or self-insurance on the required insurance will be the full responsibility of the Customer. To the fullest extent provided by law, Customer and all Authorized Operators will indemnify and hold Carolina Cat, its agents, and employees harmless from and against any loss, liability and expense beyond the scope of the protection provided for above, arising from the use or possession of the Equipment including motor vehicle by Customer or any operators with or without Customer’s or any Authorized Operator’s permission. Customer will be responsible to use only drivers that have a valid driver license, are licensed to operate the Equipment including motor vehicles, meet the Department of Transportation (“DOT”) minimum driver criteria standards, and have a Commercial Driver’s License (CDL) if required by the DOT driver standards to operate the Equipment including the motor vehicle. Customer, its agents and employees will cooperate fully with Carolina Cat and Customer’s insurer in any investigation, prosecution or defense of any claim or suit arising therefrom and will do nothing to impair or invalidate the applicable insurance coverage. To the extent Carolina Cat carries any insurance, such insurance will be considered excess insurance. The required insurance herein does not relieve Customer of its responsibilities, indemnification, or other obligations provided herein, or for which Customer may be liable by law or otherwise. In the event the rental includes motor vehicle(s), Customer shall display Customer’s legal trade name and Customer’s DOT Number on the Equipment during the term of the Agreement.
10. Rental Equipment Protection ᵀᴹ and Rental Liability Protection.a.   Except as stated in the foregoing insurance requirements, and subject to Carolina Cat’s right to require participation where Customer has not provided evidence of insurance coverage acceptable to the Carolina Cat, the Rental Equipment Protection (“REP”) and Rental Liability Protection (“RLP”) programs are OPTIONAL and MAY BE DECLINED only if Customer provides, before the Rental Term, evidence of insurance satisfying the requirements of this Agreement. A purported declination of REP or RLP is ineffective unless Customer provides such evidence before the Rental Term and maintains the required insurance. If Customer does not provide such evidence before the Rental Term or fails to maintain the required insurance, Customer will be automatically enrolled in REP and RLP, and Customer will be responsible for all applicable REP and RLP fees set forth on the Rental Order, included on Carolina Cat’s invoice, or otherwise included in Carolina Cat’s required reporting. Customer’s failure to pay such REP and RLP fees before a covered loss occurs will not, by itself, preclude REP or RLP protection if such fees are set forth on the Rental Order, included on Carolina Cat’s invoice, or otherwise included in Carolina Cat’s required reporting; provided, however, that if Customer fails to pay such REP and RLP fees when due, Customer will not be entitled to REP or RLP protection and will be responsible for all damage, repair(s), replacement(s), claims, and liabilities relating to the Equipment, including, but not limited to, the full replacement value of the Equipment and the full amount of all damages and injuries arising from the use of the Equipment. Indeed, notwithstanding anything to the contrary, Customer remains responsible and liable for all damage, damages, losses, injuries, and claims not covered by REP, RLP, or Customer’s required insurance.

    b.   REP is a waiver program, whereby Carolina Cat waives its claims against Customer for damage to the Equipment that is covered by REP. REP is not insurance but may serve to supplement or replace physical damage insurance on the Equipment. REP covers up to $500,000 per occurrence, and it covers the following perils or damage to the Equipment: (1) accidental damage; (2) collisions; (3) overturns/rollovers; (4) damage resulting from falling objects; (5) fire, theft, vandalism, flood (submersion and acts of nature), earthquake, hail, wind, tornado; and (6) other non-excluded perils or damage. Carolina Cat will not subrogate for perils covered by REP. REP excludes vehicles licensed for the road while being operated, driven, towed, hauled, or transported over any public road or highway, but does not exclude otherwise covered damage to such vehicles while being used or operated on a job site in accordance with this Agreement. REP also excludes underground mining equipment. If Customer is enrolled in REP, including by automatic enrollment under Section 10(a), Customer will have no liability to Carolina Cat for physical damage to the applicable Equipment up to the covered amount, except that Customer will remain liable to Carolina Cat in all events for damage or loss not covered by REP or that is caused in whole or in part by: (a) Customer’s breach of any provision of the Rental Order; (b) criminal/fraudulent acts; (c) loss of use—REP does not cover loss of use while the Equipment is being repaired; (d) mechanical/electrical breakdown; (e) missing property; (f) ordinary wear and tear; (g) weight of load; (h) damage to tires, unless such tire damage is caused by a covered peril; (i) pollution; (j) nuclear waste; (k) corrosion; (l) civil authority; or (m) Customer’s failure to maintain the Equipment in accordance with manufacturer specifications and Section 11 of this Agreement, including, without limitation, maintaining proper fluid levels, keeping the Equipment clear of debris, or using improper, incorrect, contaminated, or mismatched fluids, fuels, lubricants, coolants, additives, or diesel exhaust fluid, including the placement or use of the foregoing or other substances in any tank, reservoir, system, or component for which such substance is not intended. In the event of an REP claim, Customer is responsible for the following deductible: (i) $1,000 for Equipment valued up to $25,000; or (ii) $2,500 for Equipment valued greater than $25,000. The cost of REP is sixteen percent (16%) of the gross rental charges on the Rental Order to cover the Equipment listed on that Rental Order.

    c.   RLP provides up to $1,000,000 per occurrence of liability coverage for third party bodily injury and property damage claims relating to Customer’s use or operation of the Equipment. Specifically, Carolina Cat is insured through JT Bates Group for such liability, and, in exchange for Customer’s enrollment in RLP, including by automatic enrollment under Section 10(a), Customer will be added as an additional insured upon any covered occurrence. Thus, by being enrolled in RLP, including by automatic enrollment under Section 10(a), Customer will be covered against liability arising from accidental bodily injuries and property damage suffered by third parties (third parties do not include Customer or its employees), up to $1,000,000 per occurrence, and subject to all terms, conditions, exclusions, and limitations of this insurance policy. Notwithstanding anything contained herein, RLP is secondary to any liability coverage available to Customer, any Authorized Operator, or any other person or entity seeking coverage for a claim, and RLP will not apply until all such other available coverage has been exhausted. Further, to be eligible for RLP coverage: (1) Customer must be enrolled in RLP, including by automatic enrollment under Section 10(a); (2) this Equipment must be listed on the Rental Order; (3) the liability must be caused by, or arise from, the use or operation of this Equipment; (4) this Equipment must be used by Customer, or Customer’s employees who are authorized by Customer to operate the Equipment, at the time the covered bodily injury or property damage arises; and (5) the liability must arise from standard use of this Equipment while on the job site. Additionally, the following will result in the loss of RLP coverage and/or RLP claims not being processed: (a) failing to submit a claim to JT Bates Group within 120 days of the occurrence; or (b) the damage or injury arising from intentional or reckless conduct. As an additional insured, Customer’s remedies relating to RLP (including remedies relating to coverage and additional-insured status) are limited to claims against the insurer. In other words, Customer’s remedies relating to RLP include receiving benefits and coverage provided by the insurer, but in no event shall Carolina Cat be liable to Customer relating to RLP. By being enrolled in RLP, including by automatic enrollment under Section 10(a): (i) Customer acknowledges that Carolina Cat is not the insurer; and (ii) Customer waives all claims against Carolina Cat relating to RLP, including, but not limited to, claims for coverage or payment of liability claims. The cost of RLP is four percent (4%) of gross rental charges on the Rental Order to cover such liability relating to the Equipment listed on that Rental Order.

11. CUSTOMER RESPONSIBILITY. Customer must return the Equipment to Carolina Cat in the same good and clean condition it was in when Customer received it, ordinary wear excepted. For purposes of this Agreement, ordinary wear means only the normal deterioration of the Equipment caused by ordinary and reasonable use on a one-shift (8 hours per day, 5 days per week) basis. Without limiting the foregoing, the following shall not be deemed ordinary wear: (i) damage resulting from lack of lubrication or failure to maintain necessary oil, water, fuel, diesel exhaust fluid, coolant, hydraulic fluid, and air pressure levels; (ii) damage resulting from lack of daily inspection or maintenance; (iii) damage resulting from use of the improper, incorrect, contaminated, or mismatched fluids, fuels, lubricants, coolants, additives, or diesel exhaust fluid, including the placement or use of the foregoing or other substances in any tank, reservoir, system, or component for which such substance is not intended; and (iv) damage resulting from exposure to leach pads, scrap metal operations, or other corrosive or harsh environments. Customer warrants and represents that it shall return the Equipment free from all toxic, hazardous, or regulated materials, as those terms are defined under applicable federal, state, and local laws and regulations, and Customer shall indemnify, defend, and hold Carolina Cat harmless from any loss, claim, or damage arising out of Customer’s breach of this warranty. The Equipment must be returned to Carolina Cat at the Carolina Cat Branch during normal business hours by the Due Date specified on the Rental Order, or sooner if demanded by Carolina Cat for any reason or no reason. Customer acknowledges that it must confirm return receipt of the Equipment by Carolina Cat. Until such time as Carolina Cat receives actual possession of the Equipment, Customer agrees to hold said Equipment in a safe and secure manner. Only Customer and Customer’s employees (“Authorized Operator”) may operate the Equipment, and the Equipment will be used solely in the ordinary course of Customer’s business. All Authorized Operators shall hold a valid driver’s license to operate a motor vehicle, be of legal age to operate the Equipment, be properly qualified and trained to operate the Equipment, and have a valid operator’s license with respect to the Equipment where required by law. Customer is solely responsible for determining that the Authorized Operators have met the requirements of this Section and are properly qualified and trained to use the Equipment prior to operating the Equipment. Customer is solely responsible for limiting the use of the Equipment to Authorized Operators meeting the requirements of this Section and for the acts and omissions of any person that operates, uses, stores or moves the Equipment regardless of whether that person is an Authorized Operator. The Equipment will be used only in compliance with (i) manufacturer’s instructions within its rated capacity; (ii) all applicable federal, state and local laws; and (iii) all applicable OSHA, federal and state safety laws, including but not limited to any laws requiring operator training and certification with respect to use of the Equipment. Customer will perform or cause to be performed and pay for all normal maintenance service, adjustments and lubrication of the Equipment including, but not limited to: providing all gasoline, oil and other consumables as needed; checking of the Equipment before each shift; checking and maintaining crankcase, transmission, cooling and fluid systems daily and checking tire pressures and battery fluid and charge levels weekly. Customer shall be solely responsible for the maintenance or replacement of any tires on the Equipment and shall pay for any tire damage regardless of the cause; all tires substituted by Customer shall become the property of Carolina Cat. If the Equipment (including any engine hour meter or similar device on the Equipment) fails to operate properly or becomes in need of repair or reattachment, or in the case of an incident, Customer will (a) immediately cease using the same; (b) immediately notify Carolina Cat, (c) secure and maintain the Equipment and the surrounding premises in the condition existing at the time of such incident, until Carolina Cat agents have investigated; and (d) as applicable, pay Carolina Cat, in addition to other sums due herein, the rental rate for Equipment until the repairs are completed or Equipment is replaced. Accrued rental charges will not be applied against these amounts. Carolina Cat shall have the immediate right, but not obligation, to reclaim any Equipment involved in any incident. Any diesel engine rental equipment that requires exhaust system regeneration must be allowed to complete the regeneration cycle as required. Without the prior written consent of Carolina Cat, Customer shall not make any alterations to the Equipment, which, if made (with or without the consent of Carolina Cat), shall become the property of Carolina Cat. Customer will record and supply to Carolina Cat at termination of the Agreement, fuel receipts and driver trip records containing mileage breakdown by state. Failure to comply with the foregoing fuel and mileage requirements will entitle Carolina Cat to $0.05 per unrecorded mile as additional rent hereunder, which Customer agrees to pay at termination of this Agreement. ALL USE OF THE EQUIPMENT IN ANY MANNER THAT WOULD CONSTITUTE A BREACH OF THIS PARAGRAPH, OR IN VIOLATION OF THIS AGREEMENT, OR IF IT IS OBTAINED FROM Carolina Cat BY FRAUD OR MISREPRESENTATION, OR IF IT IS USED TO FURTHER ANY ILLEGAL PURPOSE IS WITHOUT Carolina Cat’s PERMISSION. In the event of an accident, loss of, theft of, or damage to, spill or leak of hazardous materials from, the Equipment, Customer agrees to notify Carolina Cat as soon as possible by telephone and, thereafter, to immediately report in writing to Carolina Cat and to the public authorities (where required by law or Carolina Cat) all necessary information relating to the loss or action.
12. LOCATION OF EQUIPMENT; RIGHT TO INSPECT. Unless otherwise agreed by Carolina Cat, Customer shall keep the Equipment only at the location(s) identified on the Rental Order or the Release/Receiving Form. Customer shall allow Carolina Cat to inspect the Equipment at all reasonable times wherever the Equipment may be located.
13. EQUIPMENT INFORMATION. Caterpillar Equipment that is rented by Customer may be equipped with Product Link or other equipment monitoring technology, which transmits data concerning the Equipment, its condition and its operation (“Telematics Information”) to Caterpillar and its affiliates, Carolina Cat and its affiliates, and/or other Caterpillar dealers to better serve Customer and to improve Caterpillar products and services. Telematics Information being transmitted may include machine serial number, machine location, and other machine data including, but not limited to, fault codes, emissions data, fuel usage, service meter hours, software and hardware version numbers and installed attachments. The Telematics Information will be collected, used, retained and disclosed in accordance with the Caterpillar Data Governance Statement, which is posted at https://www.caterpillar.com/en/legal-notices/data-governance-statement.html (as such statement may be revised from time to time) (“Statement”). As set forth in the Statement, Caterpillar may use Telematics Information in combination with information about Customer. Notwithstanding anything herein to the contrary, transmission of Telematics Information shall not impose upon Carolina Cat any obligation to monitor the Equipment while on rent to Customer and/or to notify Customer of any operational, performance or other issues associated with the Equipment. Please read the Cat® Embedded Software License Agreement (“EULA”) carefully, available at: https://www.caterpillar.com/onboard-eula. The EULA governs your access to and use of software installed, embedded or otherwise resident on Cat® products, and all related documentation and provided data (see the EULA for comprehensive definitions).
14. TITLE. Title to the Equipment shall at all times remain at Carolina Cat. The Equipment shall at all times remain personal property of Carolina Cat, notwithstanding that the Equipment or any part thereof may become in any manner attached to, embedded in or permanently resting on any real property or building. Customer shall not cause or allow the Equipment to become attached to, embedded in, or permanently resting on any real property or building. Carolina Cat shall have the right at any time to affix such labels as it desires on the Equipment to identify it as the owner or lessor. Concurrent with the execution of the Rental Order and at any time thereafter at the request of Carolina Cat, Customer shall execute and deliver to Carolina Cat all documents that Carolina Cat may request, and shall take all other steps requested by Carolina Cat, in order to maintain Carolina Cat’s right, title and interest in the Equipment.
15. ASSIGNMENT. Customer shall not transfer, pledge or assign any Rental Order, the Equipment or any interest in either. Customer shall keep the Equipment and the Rental Order free and clear of all liens, claims and other encumbrances of every kind. Carolina Cat shall have the right to assign or encumber the Rental Order and this Agreement, the Equipment or any interest in either without the consent of and without notice to Customer.
16. TAXES. Customer shall promptly pay when due all license fees, registration fees, excise taxes, use taxes, sales taxes and other government assessments, charges and taxes relating to its use, possession or control of the Equipment, EXCEPT any taxes on or measured by Carolina Cat’s income. If at any time during the term of any Rental Order Customer fails to pay any sum or to file any document that it is required to pay or file as required by law, then, at its option, Carolina Cat may pay that sum or file that document in its own name or on behalf of Customer without thereby waiving any default by Customer, and Customer shall reimburse immediately Carolina Cat for all sums paid.
17. DEFAULT BY CUSTOMER. The occurrence of any of the following shall constitute an event of default by Customer under this Agreement and all other agreements between Customer and Carolina Cat: (a) Customer’s failure to pay rent or any other sum of money as and when due under this Agreement or any other agreements with Carolina Cat; (b) Customer’s breach of any of its obligations or its representations in this Agreement or any other agreement with Carolina Cat (other than the obligation to pay rent or other sums, for which no cure period shall apply), which, if capable of being cured, is not cured within 5 days after Carolina Cat gives Customer written notice of the breach; (c) Customer becomes insolvent or ceases to do business as a going concern, or if a petition in bankruptcy is filed by or against Customer; (d) Customer obtains Equipment from Carolina Cat through fraud or misrepresentation; (e) Customer stores or uses the Equipment in violation of any law or ordinance including without limitation, any local state or federal law or regulation involving hazardous materials including DOT Hazardous Materials as set forth in 49 C.F.R. 171-180; (f) Customer uses or stores the Equipment in a negligent or abusive manner; (g) Customer uses or stores the Equipment in any manner for which the Equipment was not designed or beyond the manufacturer’s rated capacity for the Equipment; or (h) Carolina Cat in good faith deems itself insecure with respect to Customer’s performance or payment under this Agreement. Upon the occurrence of an event of default by Customer under this Agreement and in addition to any other rights and remedies that Carolina Cat may have, Carolina Cat shall have the right, at its option, to take one or more of the following actions: (i) terminate the Rental Order immediately without notice to or demand on Customer; (ii) require Customer to assemble the Equipment and deliver it to the Carolina Cat Branch at Customer’s expense; (iii) retake possession of the Equipment without judicial process or prior notice to or demand on Customer wherever the Equipment shall be located, and Carolina Cat and its agents may, without notice or legal process, enter into any job, building, or place where the Equipment may be located and repossess the same using all force permitted by law, and Customer waives all rights to a prior judicial hearing, any further right to possession of the Equipment, and all claims for injuries, damages, or loss arising out of such repossession; (iv) collect from Customer all sums due for the full term of the Rental Order, including reasonable costs of collection, court costs, attorneys and legal fees, incurred in exercising any of its rights or remedies herein, without prejudice to its right to terminate the Rental Order; and (v) pursue any other right or remedy. Carolina Cat shall not be liable due to seizure of Equipment by order of governmental authority.
18. REMEDIES CUMULATIVE; NONWAIVER. No remedy under this Agreement or otherwise reserved to Carolina Cat shall be considered exclusive of any other remedy, but the same shall be separate and cumulative and shall be in addition to every other remedy or right given under this Agreement or now or hereafter existing at law or in equity. No delay or omission of Carolina Cat to exercise any right or power arising from any default on the part of Customer shall impair any such right or power or shall be construed to be a waiver of any such default.
19. NOTICES. Any notice permitted or required under this Agreement shall be deemed given if in writing and delivered personally or deposited in the United States mail, certified, return receipt requested, first class postage prepaid, to the respective address of Carolina Cat and Customer specified in this Agreement or such other addresses as the receiving party gives the other party written notice.
20. FORCE MAJEURE. Carolina Cat shall not be liable or responsible to the Customer, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of the Rental Order when and to the extent such failure or delay is caused by or results from acts beyond Carolina Cat’s control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, regulations, shutdowns, or actions; (e) embargoes or blockades in effect on or after the date of the Rental Order; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and (i) other events beyond the control of Carolina Cat.
21. MISCELLANEOUS. This Agreement, including the Release/Receiving Form and the Rental Order, contains the entire agreement of the parties relating to the subject matter hereof and supersedes all previous agreements and understandings, relating to this subject matter. This Agreement may be modified only by an agreement in writing, signed by both parties. This Agreement and any controversy relating hereto shall be governed by and construed in accordance with the laws of the State of North Carolina. At Carolina Cat’s sole option, any action or proceeding relating to this Agreement or its enforcement shall be commenced and heard in (or transferred to if necessary) the appropriate state and federal courts of Mecklenburg County, North Carolina. Customer hereby consents and submits to the jurisdiction and venue of those courts. Each party hereby waives and releases all right to trial by jury in any action, proceeding or counterclaim brought by either party hereto against the other (and/or against its officers, directors, employees, agents, or subsidiary or affiliated entities). Customer agrees that any legal dispute arising under or relating to this Agreement will be conducted on an individual basis, and not on a class-wide, collective, or representative basis, and that any claim or proceeding brought by Customer may not be consolidated with any claim or proceeding brought by any other person. Customer shall not sue Carolina Cat as a class plaintiff or class representative, join as a class member, or participate as an adverse party in any way in a class-action lawsuit against Carolina Cat to the extent Customer’s role in such class action would be predicated upon this Agreement or its relationship with Carolina Cat hereunder. For avoidance of doubt, nothing in this Section limits Customer’s right to bring any claim or proceeding as an individual plaintiff. Customer acknowledges that it has had equal opportunity to review and negotiate the Agreement, including to obtain its own counsel to advise it regarding this Agreement, prior to entering into the Agreement. Accordingly, Customer acknowledges and agrees that any principle that ambiguities in a contract should be interpreted against the drafter of the contract shall not apply to the Agreement but rather the Agreement shall be construed as if equally drafted by both parties.
22. Requirements Applicable to Rental of On-Highway Equipment. The provisions of this Section apply to all rentals of Equipment that are authorized or used for operation on public roadways (“On-Highway Equipment”). Upon rental of On-Highway Equipment by Customer, Customer shall have complete control and supervision of the On-Highway Equipment (unless otherwise in the care, custody and control of Carolina Cat). Customer represents and warrants that, at all times such On-Highway Equipment is in Customer’s care, custody or control, such On-Highway Equipment shall be operated only under the USDOT number and operating authority of Customer (i.e., Customer may not allow a third-party to transport such On-Highway Equipment without the written consent of Carolina Cat).  Further, Customer shall comply with the Federal Motor Carrier Safety Administration (FMCSA) requirements set forth in 49 CFR 376.11(c) pertaining to the proper identification and marking of the On-Highway Equipment upon taking possession and prior to operating any On-Highway Equipment.  Before giving up possession of the On-Highway Equipment, Customer shall remove all identification showing it as the operating carrier. If Customer provides drivers, such drivers must be qualified under and meet all applicable federal, state and local laws and regulations, including but not limited to a valid Commercial Driver’s License (CDL) in good standing.The Rental Order shall constitute the receipt evidencing the transfer of possession of On-Highway Equipment as set forth in 49 CFR 376.11(b). The Rental Order shall be carried in the On-Highway Equipment by Customer during the full term of the Rental Order. Carolina Cat agrees to cooperate with all federal, state and local law enforcement officials nationwide to provide the identity of any Customer who operates the On-Highway Equipment.

    Customer will provide persons to manage and/or operate the On-Highway Equipment.  Such persons are under the sole control and direction of Customer, and are not acting in the capacity of independent contractors or employees of Carolina Cat.

23. SIGNATURES AND ELECTRONIC DELIVERY. Rental Orders may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement. The counterparts of the Rental Order may be executed and delivered by facsimile or other electronic signature by any of the parties to any other party and the receiving party may rely on the receipt of such document executed and delivered by facsimile or other electronic means as if the original had been received. Signature pages may be executed via “wet” signature or electronic mark and executed signature pages may be delivered using pdf or similar file type transmitted via electronic mail, cloud-based server, e-signature technology or other similar electronic means.