The following Other Terms are expressly made part of and shall be considered as though they are physically attached to the Sunbelt Rentals, Inc. Scaffold Services’ (“Sunbelt”) “Equipment (specific type) Quote” (collectively herein referred to as “Agreement”) bearing your Business’ name and address identified as “Customer” and unique Sunbelt quote number under the heading of “Quote” starting with “QUO” followed by five numbers and six alphanumeric characters.
1.1 ACCEPTANCE OF SUNBELT CONDITIONS
Sunbelt’s “Equipment Quote,” as defined above, must accompany the Customer’s purchase order in order to be validated. It is understood that the issuance of a work order/purchase order number or other verbal or written request for delivery or commencement of work by the Customer indicates the Customer’s acceptance of these terms in whole. Whenever Sunbelt is required to enter into a contractual agreement, this Contract and its terms and conditions will automatically become part of the Customer’s contract and referenced as an Exhibit therein. It is understood that these terms and conditions are agreed to unless otherwise stated on the front or attached.
ORDER OF PRECEDENCE. The following is the order of precedence that will apply in the event of conflict in terms:
This Agreement (including both the terms of the Sunbelt Equipment (specific type) Quote and these Other Terms)
The Sunbelt Rentals Standard Terms and Conditions
Customer’s Terms and Conditions, if any.
1.2 PAYMENTS FOR SERVICES RENDERED are due in full upon receipt of invoice. Scaffold rent and/or labor is a service; therefore, exempt from retention. Invoices shall be payable in full. Obligation of Customer to pay Sunbelt is independent from and unrelated to other obligations owed between Customer and Sunbelt and/or Customer and any other party. This Quote is based on rates in effect at the date of our initial Quote and is subject to any increase that may come into effect 30 days or more after the date quoted. Charges for equipment or scaffold rental is for 28 days, unless specified herein, and will be prorated daily thereafter until date of removal.
1.3 THE SCAFFOLDING WILL BE ERECTED AND DISMANTLED ONE TIME ONLY, unless specified herein. Any alterations over and above this Quote will be charged at the applicable Time and Material rates for Sunbelt. All work will be performed during straight time hours on day shift, unless noted herein. Any overtime work not covered in the bid, shall be invoiced at the governing rate on a Man-Hour Rates basis as either included in the Quote or as provided upon Customer’s request. No work will be undertaken until approval has been issued and our change order signed by your authorized representative. This will be binding on your company as an addendum to the contract.
1.4 SCAFFOLD WILL BE ERECTED AND DISMANTLED IN ACCORDANCE WITH APPLICABLE STATE & FEDERAL CODES
Sunbelt installs toe boards on all its scaffold installations as per OSHA's Falling Objects Protection requirements. If the Customer requests that we not include toe boards in our contract because the Customer will be installing a scaffold wrap or the Customer will install their own toe boards or abate the hazard associated with OSHA's Falling Objects Protection requirements by some other means then, the Customer shall indemnify Sunbelt for any citations and/or fines OSHA may impose on the Customer and/or Sunbelt for failure to install Falling Object Protection. Our Contract does not include expenses incurred if Customer’s or Customer’s Client’s safety requirements exceed State and Federal codes.
1.5 CUSTOMER RESPONSIBILITIES
Customer agrees to abide by all laws and regulations related to the proper use of scaffolding, and per those regulations, on its acceptance of the erected scaffold, will be responsible for its maintenance, control, and proper use until such time as the scaffold is fully dismantled and returned to Sunbelt for removal from the job site.
1.6 PERSONAL PROTECTIVE EQUIPMENT
Fall protection systems and methods used during the erection and dismantling of scaffold will meet all state requirements and the feasibility and proper use of these systems will be at the discretion of the Sunbelt competent person on the jobsite. This project requires no extraordinary personal protective equipment other than full body harness for fall protection, hardhat and safety glasses. Any costs incurred for additional PPE requirements will be invoiced on a Time and Material basis.
1.7 JOBSITE CONDITIONS
Reasonable access for personnel and materials to be provided by Customer or general contractor. Customer must provide a firm and level grade. The Customer will provide suitable crane and forklift support, or other material handling, as needed for the project at no extra cost or back charge to Sunbelt. Any cost incurred due to job site conditions, delays, or safety considerations not attributed to Sunbelt will be invoiced on a Time and Material basis.
1.8 Customer will be responsible for providing and subsequently repairing all holes in existing structure left as a result of concrete anchors or other ties necessary to stabilize scaffold structure.
1.9 Customer will be responsible for obtaining permission for us to have access to or erect from adjoining property if required. All permits, etc. are to be provided by Customer.
1.10 The above pricing does not include any foundations or re-shoring required below sidewalk level or sub-basement level. Customer will ensure that the existing structure will safely support the additional vertical and horizontal loading from the scaffold.
1.11 SCAFFOLD ENCLOSURES
Customer will notify Sunbelt, prior to erection, if tarpaulins or other sheeting is to be fixed to the scaffold so that the scaffolding can be modified to withstand the additional wind loads, if necessary, at additional cost.
1.12 ELECTRICAL REQUIREMENTS
Unless specified herein, the Customer will arrange with the Utilities Authority for all necessary safeguards. Lock-Out /Tag-Out documentation performed by Utility Authority shall be provided to Sunbelt Project Management for safe keeping prior to scheduling Work to commence. Unless specified herein, the Customer shall provide and arrange for electric power and lighting to suit Sunbelt’s requirements and to be brought to the Work area by a competent person.
1.13 DRUG SCREENING
Sunbelt is a Drug Free Workplace. This Contract does not include any costs for proof of drug testing or employment drug screening whether it be pre-employment, site required, or otherwise.
1.14 SCAFFOLD ALTERATIONS
Sunbelt shall be held harmless for fines, citations, injuries, property damage and any incurred liability or loss resulting from alteration(s) to scaffold from its original design.
2.0 CONTRACT SPECIFICATIONS
2.1 Customer will be responsible for the supply of any necessary flagmen or temporary barriers or signs, etc.
2.2 Sunbelt will not be responsible for moving rolling towers. Please ensure that no personnel are on the tower while it is being moved, that any persons moving the scaffold have read and understand the Code of Safe Practices, and that the casters are locked once the move has been completed.
2.3 Unless specified herein, our cost plus rates do not include lodging, meals, travel, transportation, or other extraordinary expenses, which will be billed over and above Sunbelt’s labor rate.
2.4 If we will be working in the vicinity of water, Customer will provide necessary boatmen and boat as defined in OSHA regulations.
2.5 Any ground protection, i.e. for furniture, machines, carpets, etc., to be the responsibility of the Customer.
2.6 Toilets and wash facilities to be provided by Customer.
2.7 Customer will provide Sunbelt a lay-down yard appropriate for the project within close to proximity of the work area as agreed to prior to pricing of this Quote. Customer will be responsible for security of Sunbelt equipment and materials within lay-down yard and restoration of said yard following Sunbelt’s removal of property.
2.8 Customer to supply the following: all permits, all elevations, smooth compacted surface for scaffold erection, all calculations required to determine structure is suitable for the scaffold loading (vertical and horizontal),labor and material to patch all tie holes, all loading and unloading.
2.9 Sunbelt will supply Performance Bond at Customer’s request and expense.
2.10 Customer will pay upon receipt of invoice for work performed and equipment leased with no retain age held.
2.11 Prices do not include sales taxes, use taxes, or tariffs unless noted on face of this document.
2.12 All prices F.O.B. tailgate delivery, to Sunbelt’s closest yard, unless otherwise noted.
2.13 All Quotes are subject to availability of equipment and no charges will be accepted for delays caused by Sunbelt not being able to perform within agreed time periods.
2.14 All prices are good for 30 calendar days from date of quote.
2.15 This Contract is subject to credit approval by Sunbelt or its agents. Fifteen (15) days are requested from date of acceptance of this Contract and furnishing of all credit information requested, before staging and delivery.
2.16 If this Contract is accepted by writing and/or Customer gives verbal approval to schedule and proceed with the work, it then becomes a contract; if after acceptance, this contract is canceled for any reason beyond the direct control of Sunbelt all cost(s) incurred and charges then in effect will become due
2.17 If the Customer requires sealed shop drawings, they will be supplied at the Customer’s expense and such will be limited to the scaffolding only. Engineering of Customer structures or site conditions are not included and will be performed by third party engineering provider at an agreed to price plus mark-up.
2.18 Customer to be present at completion of job/phase to sign Sunbelt’s Erection Inspection Checklist.
2.19 Customer ensures Sunbelt that the Customer and all scaffold users have read and understand the Codes of Safe Practices.
Customer acknowledges that Customer has inspected the equipment and agrees it is in good condition and repair, and is suitable for the needs of Customer. Customer shall inspect the equipment prior to its use and shall notify Sunbelt in a timely if not immediate manner of any defects. Customer shall not use the equipment at any place other than the “site address” set forth on the front of this contract, without the prior written consent of Sunbelt.
Customer agrees to use the equipment in a careful, prudent and proper manner, and to comply with all Federal, State and local laws, regulations, rules or ordinances of lawfully constituted authorities, including but not limited to the current Codes of Safe Practices and Occupational Safety and Health Administration Act of 1970, as revised. Customer acknowledges that Customer, and any employees of Customer that will be using the equipment, are familiar with the operation and use of the equipment, have had an opportunity to review the operating instructions for the equipment, and have received from Sunbelt any other requested information regarding the operation and use of the Equipment. Customer acknowledges that any advice or instruction (herein “Advice”), including but not limited to any designs, drawings or specifications in relation to the equipment or any information or advice as to the planning, supervision or control of the Customer’s operations or the installation of the equipment, given by Sunbelt, its employees or agents, to Customer, its employees or agents, is given strictly as general guidance, and not for reliance thereon by Customer, its employees or agents. It is the sole duty and responsibility of Customer to verify the accuracy and appropriateness of any such Advice, and to advise its employees and agents as to the proper use of all such equipment. The equipment shall be returned to Sunbelt in the same condition in which it was received by Customer less normal wear and tear. Customer shall be responsible for all damage, repairs and maintenance while the equipment is in Customer’s possession and also all repairs and maintenance made necessary by Customer’s use of the equipment. Customer shall take care of normal needs of the equipment, including supplying fuel, oil, grease, filters, water, cutting edges, daily checking of general condition, including oil levels, cooling system, water and batteries and other routine maintenance. If the equipment becomes disabled, Sunbelt will not be responsible for furnishing substitute equipment. MAKES NO WARRANTY, DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, AS TO THE EQUIPMENT OR ANY PART THEREOF, AS TO ITS DURABILITY, CONDITION, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO CASE SHALL SUNBELT BE LIABLE FOR LOST PROFITS, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE PERFORMANCE OR NONPERFORMANCE OF THE EQUIPMENT OR A BREACH OF SUNBELT’S OBLIGATIONS HEREIN.
3.3 RENTAL PERIOD
The rental period, and the responsibilities and obligations of Customer hereunder, begins at the time Customer takes possession of the equipment and continues until possession of the equipment is returned to Sunbelt, whether the equipment is in actual use one hour, one week, one month, or longer, and regardless of whether the equipment is in the possession of Customer. Customer is responsible for cost of transporting the equipment to and from Sunbelt’s premises. Rental charges may be for less than that of the “Rental Period” but at no time shall it be less than at a minimum 4 weeks (28 days) and 1/28th that rate for any and all days beyond this initial rental period as detailed on the front of this document.
This Rental Contract is a true lease, and the equipment shall at all times remain the property of Sunbelt. Customer shall give immediate notice to Sunbelt in the event the equipment or any portion thereof, is levied upon, claimed or otherwise for any reason is threatened with seizure. CUSTOMER AGREES NOT TO LOAN, SUBLET, MORTGAGE, OR OTHERWISE DISPOSE OF OR ALTER THE EQUIPMENT, OR OTHERWISE ASSIGN ITS RIGHTS UNDER THE LEASE, WITHOUT THE WRITTEN CONSENT OF SUNBELT. Customer shall not remove, alter, disfigure or cover up, any numbering, lettering, or insignia displayed upon the equipment. The equipment shall at all times remain personal property regardless of the manner it is affixed to real property. The Customer shall maintain the equipment such that it may be removed from any building without damaging such building, and shall not be considered affixed to real property.
3.5 Sunbelt indemnifies, releases, defends and holds Customer harmless from and against any third party claims including any and all liabilities, losses, damages, claims, penalties, fines and expenses, including attorney’s fees, for any damages to property and/or persons including death (“Claims”) to the proportionate extent caused by Sunbelt or any of its contractors, suppliers, officers, agents, or employees negligent acts or omissions in the performance of this Agreement. Customer will (i) give Sunbelt prompt notice of any such Claim, and (ii) at Sunbelt’s reasonable request, cooperate with Sunbelt in the defense and settlement of the Claim. Customer indemnifies, releases, defends and holds Sunbelt harmless from and against any third party claims including any and all Claims to the proportionate extent caused by Customer or any of its contractors, suppliers, officers, agents, or employees negligent acts or omissions in the performance of this Agreement. Sunbelt will (i) give Customer prompt notice of any such Claim, and (ii) at Customer’s reasonable request, cooperate with Customer in the defense and settlement of the Claim. Notwithstanding anything contained in any agreement between the parties to the contrary, Sunbelt’s requirement to provide additional insured, primary, non-contributory and waiver of subrogation status shall be limited to the extent of Sunbelt’s indemnification obligations herein.
Customer further agrees to assume full responsibility for loss or destruction of, or damage to, the equipment while in Customer’s possession or control, or while in transit to or from any place of use or storage by Customer. Customer agrees to pay Sunbelt in cash for the full value of the equipment in the event the equipment is lost or destroyed, or for the full cost of repairs if damaged. “Cost of repairs” shall be determined by the Sunbelt, and if repairs are undertaken, they shall be done by the Sunbelt and/or others the Sunbelt designates. Sunbelt will not be liable for or reimburse Customer for any charges not expressly authorized by Sunbelt. “Full value” at the time of any loss or destruction shall mean the manufacturer’s list price. The equipment shall be deemed “lost” when its location is unknown, or Customer is unable to recover the equipment, for a period of thirty (30) days. The equipment shall be deemed “destroyed” if the cost of repairs, as determined by Sunbelt, exceeds the manufacturer’s list price. Customer agrees that Customer’s liability for rentals for any lost, damaged or destroyed equipment shall continue until Sunbelt has been paid in full for damages as above. At all times, until Customer has delivered physical possession of the equipment to Sunbelt, Customer shall remain responsible for, and bears all risk of loss or damage to, the equipment (whether or not Customer is then being charged with rental fees). In the event of any “Occurrence” (defined as any accident, injury, or damage to person or property, which is claimed to be by any person, or may be or appears to have occurred on, in connection with, or around any of the equipment), Customer shall immediately, and in no event more than six (6) hours after Customer’s discovery thereof, give notification of such Occurrence to Sunbelt. Customer shall, upon discovery of such Occurrence, secure and maintain all equipment, and the surrounding premises, in the condition existing at the time of such Occurrence, until such time as Sunbelt and its designees inspect and investigate such Occurrence. Sunbelt shall have the right, but not the obligation, to reclaim any equipment involved in any Occurrence and to replace the same with comparable equipment within a reasonable time. In the event of an Occurrence, or theft or damage of the equipment as the result of vandalism or malicious mischief, the Customer shall submit to Sunbelt a copy of any and all police or accident reports of the incident within forty-eight (48) hours of the event.
3.6 SCAFFOLD RENTAL PROTECTION PLAN (“Scaffold RPP”)
If Customer has elected the Scaffold RPP and the Eligible Equipment is lost, stolen, damaged or destroyed, provided the Conditions are satisfied and an Exclusion does not apply, then Customer’s repair or replacement responsibility in the maintenance and liability sections of the Contract for Eligible Equipment is modified by the Scaffold RPP and Sunbelt shall limit the amount Sunbelt collects from Customer for the Eligible Equipment loss, damage or destruction to the following amounts: (i) 10% of the MSLP for Serialized Scaffold Equipment stolen from a secure location (being defined as under lock and key with only Customer having access thereto); (ii) the greater of $500 or 50% of the MSLP for Serialized Scaffold Equipment stolen from an unsecured location; (iii) 50% of the cost of repairs for incidental or accidental damage to Serialized Scaffold Equipment less the greater of $500 or 10% of the MSLP; (iv) 50% of the MSLP of destroyed Serialized Scaffold Equipment less the greater of $500 or 10% of MSLP; (v) costs in excess of $50 for tire puncture repairs on Eligible Equipment, if dispatched by Sunbelt (excludes foam filled tires, demolition tires and tire replacement, the entire cost of repair and/or replacement being Customer’s responsibility in such events); (vi) 20% of the MSLP of the cost of repairs to the Eligible Equipment for damage other than loss or theft; and (vii) nothing for the rental charges which would otherwise accrue during the period when damaged or destroyed Eligible Equipment is being repaired, cleaned or replaced by Sunbelt or, for lost or stolen Eligible Equipment, after Sunbelt receives the police report. There is no Scaffold RPP coverage for loss or theft of Non-Serialized Scaffold Equipment, however Customer shall receive a credit of 1 month of paid Scaffold RPP (per rental contract) applied towards the sale of the lost or stolen Non-Serialized Scaffold Equipment. THE SCAFFOLD RPP IS NOT INSURANCE AND DOES NOT PROTECT CUSTOMER FROM LIABILITY TO SUNBELT OR OTHERS ARISING OUT OF POSSESSION OR OPERATION OF THE ELIGIBLE EQUIPMENT, INCLUDING INJURY OR DAMAGE TO PERSONS OR PROPERTY.
I. Eligible Equipment. “Eligible Equipment” shall mean Equipment delivered from Sunbelt’s Scaffold Services Division (full service scaffolding location) and charged a Scaffold RPP fee and (A) bearing a unique serial number from the manufacturer (“Serialized Scaffold Equipment”) or (B) non-serialized (meaning having no unique serial number from the manufacturer) scaffolding Equipment (“Non-Serialized Scaffold Equipment”). Sunbelt reserves the right to designate what Equipment is Eligible Equipment and in which category (Serialized Scaffold Equipment or Non-Serialized Scaffold Equipment). The cumulative total charged for Scaffold RPP will be shown in this Contract.
ii. Scaffold RPP Conditions. The following “Conditions” must be satisfied for the Scaffold RPP to apply: (A) Customer accepts the Scaffold RPP; (B) Customer pays the Scaffold RPP fee identified on the front of this Contract for the Eligible Equipment, being 14% of the gross rental charges for Serialized Scaffold Equipment and 7% of the rental rate for Non-Serialized Scaffold Equipment; (C) Customer fully complies with the terms of this Contract; (D) Customer’s account is current at the time of the loss, theft, damage or destruction of the Eligible Equipment; and (E) none of the Exclusions apply.
iii. Scaffold RPP Exclusions. Customer assumes the Exclusion risks, meaning that if any Exclusion occurs, the Scaffold RPP does NOT cover the loss, theft, damage or destruction resulting from such Exclusion. “Exclusions” shall mean loss, theft, damage or destruction of the Eligible Equipment: (A) due to possession and/or operation of Eligible Equipment by a person other than Customer or Customer’s authorized employee or any dishonest act by Customer; (B) due to the Eligible Equipment’s operation in a manner inconsistent with the manufacturer’s instructions, or contrary to this Contract, including but not limited to the Eligible Equipment exceeding rated capacity, being overloaded, misuse, abuse, negligence, improper servicing or lack of Customer required maintenance; (C) due to the Eligible Equipment’s collision, overturning, upset, rolling over or striking overhead objects; (D) caused by vandalism, malicious mischief, disappearance, loss, theft or wrongful conversion of Eligible Equipment not reported by Customer to the police within 48 hours of discovery, and substantiated by a written police report (promptly delivered to Sunbelt); (E) occurring during the loading, unloading or transportation of the Eligible Equipment; (F) due to flood, wind, storm, earthquake or other external causes; (G) due to nuclear reaction, radiation, radioactive contamination, exposure and/or contamination with or from hazardous materials or any other cause; (H) due to seizure or destruction of Eligible Equipment by order of governmental authority; and (I) accessories, which are not being charged the Scaffold RPP fee. THE EXCLUSIONS ARE RISKS ASSUMED BY CUSTOMER AND ARE NOT COVERED BY THE SCAFFOLD RPP.
iv. Recovery of Eligible Equipment. If the Eligible Equipment is recovered at a later date, Sunbelt retains ownership of the Eligible Equipment. Notwithstanding anything to the contrary in this Contract, if lost or stolen Eligible Equipment is later recovered, neither Customer nor Customer’s insurance company shall have any ownership rights to it, regardless of any payments made by Customer or Customer’s insurance company with respect to such Eligible Equipment, all of which payments are non-refundable. Customer agrees to promptly return any Eligible Equipment that is recovered.
v. Subrogation. Sunbelt shall be subrogated to Customer’s rights to recover against any person or entity relating to any loss, theft, damage or destruction to the Eligible Equipment. Customer shall cooperate with, assign Sunbelt all claims and proceeds arising from such loss, theft, damage or destruction, execute and deliver to Sunbelt whatever documents are required and take all other necessary steps to RPP shall mean and include Scaffold RPP in this Contract as applicable.
Customer shall, at its own expense, provide and maintain liability insurance in amounts satisfactory to Sunbelt, including, but not limited to, coverage for the contractual liability of the hold harmless clause contained in Section three (3), Paragraph five (5) hereof. Additionally, if “Rental Protection Plan” is not elected pursuant to Section three, Paragraph six (6) hereof, Customer shall also at its own expense, provide and maintain insurance against loss by all risks of physical loss or damage such as at least that normally provided by a contractor’s equipment floater policy, in an amount equal to the manufacturer’s list price for the equipment. Customer shall, upon request of Sunbelt, provide Sunbelt with certificates of insurance evidencing the coverage’s required above, and naming Sunbelt as an Additional Insured party under the policies. Such certificates shall provide that Sunbelt be given at least thirty (30) days prior written notice of any cancellation of or material reduction change in such coverage. Customer must provide certificates of insurance, if requested by Sunbelt, before shipment or delivery of equipment to Customer. If Customer is self-insured, it shall furnish written evidence of such fact all to the satisfaction of Sunbelt. THE PROVIDING OF ANY INSURANCE REQUIRED HEREIN DOES NOT RELIEVE THE CUSTOMER OF ANY OF THE RESPONSIBILITIES OR OBLIGATIONS ASSUMED BY THE CUSTOMER IN THIS AGREEMENT, OR FOR WHICH THE CUSTOMER MAY BE LIABLE BY LAW OR OTHERWISE. If requested by Sunbelt, Customer at its own expense shall furnish a bond in the amount of the value of the equipment with sureties satisfactory to the Sunbelt to insure fulfillment of this contract.
3.8 RETURN OF EQUIPMENT
Customer agrees that if it fails to pay the rent when due, or if it becomes a debtor in a bankruptcy proceeding, goes into receivership, fails to abide by any of the provisions of this contract, or if the Sunbelt shall for any other reason make demand of the equipment, the Customer will return said equipment forthwith to the Sunbelt. In the event of a breach of this contract by Customer, Sunbelt shall have the right to enter upon Customer’s premises or the site address, and make repossession of the equipment without judicial process and without prior notice. Sunbelt has the right and privilege, upon reasonable notice to the Customer, to inspect the equipment on the premises of the Customer, or wherever located, and to observe the use of the equipment.
3.9 INTEREST/COLLECTION COSTS
The Customer shall pay Sunbelt all costs and expenses, including reasonable attorney’s fees, incurred by Sunbelt in exercising any of its rights or remedies hereunder or in enforcing any of the terms and conditions thereof. A finance charge equal to the lesser of eighteen percent (18%) per annum, or the maximum rate allowed by law, shall be assessed on all delinquent accounts which remain thirty (30) days past, due, and shall continue to accrue at said rate after entry of judgment therefore.
The liability of Sunbelt with respect to this contract, or anything done in connection therewith such as the performance or breach thereof, or with respect to the manufacture, sale, delivery, resale, installation or use of any equipment furnished under this contract, whether in contract, in tort, under any warranty or otherwise, shall not, except as expressly provided herein, exceed the total rental charges paid by the Customer under this contract.
This contract constitutes the entire agreement between the parties and may not be modified except by written instrument signed by the parties. This contract shall be governed and construed in accordance with the laws of South Carolina, excluding South Carolina’s choice-of-law principles, and all claims relating to or arising out of this contract, or the breach thereof, whether sounding in contract, tort, or otherwise, shall likewise be governed by the laws of South Carolina, excluding that State’s choice-of-law principles. If any provision of this contract is prohibited by law in any state, such provision shall, as to such state, be ineffective to the extent of such prohibition without invalidating the remaining provisions. Headings in this contract are for convenience only and shall not be used to interpret or construe its provisions. Customer, and the persons executing this contract on their behalf, represent and warrant that; a) Customer has full power and authority to execute, deliver and perform this contract; b) This contract constitutes a legal, valid and binding obligation of Customer, enforceable in accordance with its terms; and c) The persons executing this contract on behalf of Customer are duly authorized to do so.
3.12 ARBITRATION AGREEMENT & CLASS ACTION WAIVER
ARBITRATION AGREEMENT & CLASS ACTION WAIVER. AT THE ELECTION OF CUSTOMER OR SUNBELT, ANY DISPUTE ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY PERTAINING TO THIS CONTRACT SHALL BE SETTLED BY ARBITRATION BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF IN A PURPORTED CLASS OR REPRESENTATIVE CAPACITY, ADMINISTERED BY THE AMERCIAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES OR BY JAMS PURSUANT TO ITS STREAMLINED ARBITRATION RULES AND PROCEDURES AND JUDGEMENT ON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR TRIED ON A CLASS ACTION BASIS.