1. LIMITED RIGHT TO USE, TITLE, FINANCING STATEMENTS.
1.1 Limited Use
We are a premier aircraft tool rental company dedicated to serving aviation professionals, maintenance teams, and enthusiast across the industry. Founded by a team of passionate aviation experts whose combined ownership experience spans over 50 years in the industry, we understand the unique demands of aircraft maintenance, repair, overhaul (MRO), and AOG work. Our owners bring decades of hands-on expertise from roles in commercial aviation, corporate aviation, and specialized tool management. This deep industry knowledge allows us to curate a comprehensive inventory of high quality, calibrated tools that meet the rigorous standards of FAA regulations and manufacturer specifications. At our core we are committed to reliability, safety, and efficiency. We meticulously inspect, maintain, and certify every tool in our fleet, ensuring you have access to dependable equipment when you need it most.
- Acquire any title or other interest in the Equipment; or any right except the limited and conditional right to use as expressly set forth in this Agreement;
- Permit any lien, encumbrance or security interest to attach to the Equipment;
- Permit the Equipment to be subjected to any interchange or pooling arrangement, or
- Permit the Equipment to be operated by or to be in the possession of any person other than
2. RENT, PAYMENT.
2.1 Rent.
Customer will pay the Operating Charges, Minimum Charge, Deposit, Advance Payment, and other charges/fees (as applicable) (collectively “Rent”) provided on the signature page of this Agreement. Operating charges begin on the date Equipment is shipped to Customer pursuant to Section 3 and end on the date ATR receives the Equipment (including the certifications and all components originally delivered with the Equipment) at its designated facility indicated on the signature page of this Agreement. Charges and fees described in this article two are in addition to any charges and fees that may be due by Customer as described elsewhere in this Agreement.
2.2 Payment.
Customer will be charged to card on file or pay invoices within 30 days of invoice date, in U.S. currency and directed to the remittance address on the invoice. Credit terms are subject to approval by ATR. ATR may without notice modify or withdraw credit terms including, requiring advance payment, guarantees, or other security. If Customer is delinquent in any payment to ATR, then until all delinquent amounts and late interest, if any, are paid ATR may, at its discretion:
- set off any credit or sum owed by ATR to Customer against any amount owed by Customer to ATR;
- declare Customer’s performance in breach and terminate this Agreement;
- repossess Equipment for which payment has not been made;
- charge interest on delinquent amounts at a rate of 5% per month or the maximum rate permitted by law, if lower, for each month or part thereof;
- recover all costs of collection including, without limitation, reasonable attorneys’ fees;
- if Customer is delinquent on a payment schedule, accelerate all remaining payments and declare the total outstanding balance then due and owing; or
- combine any of the above rights and remedies as may be permitted by applicable The above remedies are in addition to all other remedies available at law or in equity.
3 Delivery, Shipping
Customer will pay all expenses in connection with installation, removal and transportation of Equipment to and from ATR authorized facilities (including insurance and customs duties) or any claims to be filed
with the carrier. ATR reserves the right to impose additional charges for any special routing, packing, labeling, handling, or insurance requested by Customer.
4. ACCEPTANCE
Equipment is presumed accepted unless ATR receives written notice of rejection explaining the basis for rejection within one calendar days of delivery pursuant to Section 3. Customer must disposition rejected Equipment to ATR in accordance with ATR’s written instructions. ATR will have a reasonable opportunity to repair or replace rejected Equipment, at its option. Following initial delivery, the party initiating shipment will bear the risk of loss or damage to Equipment in transit. If ATR reasonably determines that rejection was improper, Customer will pay all expenses caused by the improper rejection.
5. RETURN OF EQUIPMENT, EXTENDED USEAGE CHARGES.
5.1 Return of Equipment.
- Customer agrees that its right of possession and use of the Equipment terminates in accordance with this Agreement’s term irrespective of whether there is a dispute of the proper amount of the charges, or responsibility for repair or overhaul of the Customer’s own equipment or other charges.
- Customer will, at its expense, within five calendar days of the first to occur of the expiration or termination of this Agreement, return the Equipment, in Serviceable Condition, to the ATR designated facility identified in “Equipment to be returned to:” on the signature page of this Serviceable Condition is defined as a condition in which Equipment is in reasonable operating condition within the limits defined in Laversab then-current maintenance manuals, documentation, and/or publications.
5.2 Extended Usage Charges
Customer acknowledges the necessity for timely return of the Equipment and agrees to pay the Extended Usage Charges which are equal to the standard daily rate defined in this Agreement.
5.3 Serviceability Delay Charges
The following Serviceability Delay Charges apply:
- Any Equipment returned to ATR for post-rental inspection that is missing parts or operating information which delays the “return to service” of that Equipment, will be subject to a $500.00 “Serviceability Delay Charge.”
- Parts and operating information, as applicable, must be forwarded within five calendar days from the date of notification to avoid additional charges above the $500.00 Serviceability Delay Charge.
- Parts not received within five calendar days will be subject to replacement and immediate billing at 150% of the then-current list price or published price for such parts.
5.4 Additional Equipment Fees
Customer is responsible for the following fees, as applicable, for failure to return Equipment as required under this Agreement:
- If the same quantity of Equipment is not returned to ATR, Customer will be invoiced the then-current catalog list price or published price for any unreturned Equipment. On a case by case basis and with written approval from ATR, Customer may return a like quantity of equipment in a serviceable condition as was bailed to Customer.
- If ATR determines the returned Equipment is not in Serviceable Condition, Customer will be invoiced 120% of the then-current Honeywell time and material repair price for any Equipment not returned in serviceable condition to bring the Equipment to a serviceable condition.
8.RISK OF LOSS AND DAMAGE.
8.1 Commencing on the date Equipment is shipped to Customer and until Customer has returned Equipment to ATR’s designated facility indicated in section 26 “Equipment to be returned to:” on the signature page of this Agreement, Customer is responsible for all loss and damage to the Equipment arising from:
- any omission of maintenance or improper maintenance performed by the Customer or on behalf of the Customer;
- any repair, overhaul, storage, installation, inspection, service, packing, removal, shipping, and/or operation which occurs following ATR’s shipment of Equipment to Customer and not in accordance with Laversab manuals, instructions, service bulletins, or other applicable publications including aircraft flight manuals and government directives;
- any loss, accident, foreign object damage, or other event (excluding normal wear and tear) not caused solely by the negligence of ATR.
8.2 Customer will pay all charges (in accordance with ATR's then-established replacement or repair prices) necessary to replace or repair the Equipment (including the Equipment logbook, if applicable) because of any such loss, damage or diminution in value.
9. INSURANCE.
9.1 Customer will maintain at its sole cost, until return of the Equipment to ATR, insurance coverage naming ATR as an additional insured, under Customer's Aircraft Liability Insurance, including public liability, passenger liability and property damage liability in an amount of not less than $20,000 unless ATR specifically authorizes a deviation.Additionally, such insurance policies will:
- be primary insurance, with any insurance maintained by ATR and its affiliates being secondary;
- waive all rights of subrogation against ATR and its affiliates;
- include breach of warranty protection in favor of ATR and its affiliates;
- be in form and substance satisfactory to ATR including, without limitation, any deductibles;
- cover the Equipment at each location that the Equipment may be used; and
- include coverage for contractual liability assumed by Customer in this
9.1 Customer will maintain at its sole cost, until return of the Equipment to ATR, insurance coverage naming ATR as an additional insured, under Customer's Aircraft Liability Insurance, including public liability, passenger liability and property damage liability in an amount of not less than $20,000 unless ATR specifically authorizes a deviation.Additionally, such insurance policies will:
- be primary insurance, with any insurance maintained by ATR and its affiliates being secondary;
- waive all rights of subrogation against ATR and its affiliates;
- include breach of warranty protection in favor of ATR and its affiliates;
- be in form and substance satisfactory to ATR including, without limitation, any deductibles;
- cover the Equipment at each location that the Equipment may be used; and
- include coverage for contractual liability assumed by Customer in this
- In the event that the Equipment is lost, stolen, or destroyed, Customer will pay ATR the amount of the insurance required.
9.2 In the event that the Equipment is lost, stolen, or destroyed, Customer will pay ATR the amount of the insurance required.
10. INDEMNIFICATION
Customer will indemnify, defend and hold ATR, its affiliates and their respective officers, directors, shareholders and employees (“Indemnified Persons”) harmless from all liabilities, damages, penalties, claims, actions, suits, costs and expenses of every kind and nature incurred by or asserted against any Indemnified Person in any way relating to or arising out of the bailment, leasing, possession, rental, maintenance, use, condition, operation, transportation, or return of any equipment or failure to comply with any applicable law or regulation unless due to the sole negligence of ATR.
11. TAXES
. Customer is responsible for all Taxes resulting from this Agreement or as a result of ATR’s performance under this Agreement whenever imposed, levied, collected, withheld, or assessed. Customer furnishes ATR with an exemption certificate or other documentation sufficient to verify exemption from Taxes. If any taxes are required to be withheld from amounts paid or payable to ATR under this Agreement, Customer will withhold the required amount of taxes and pay such taxes on behalf of ATR to the relevant taxing authority in accordance with applicable law, and Customer will forward proof of such withholding sufficient to establish the withholding amount and recipient to ATR within 60 days of payment. In no event will ATR be liable for taxes paid or payable by Customer.
12. WARRANTY/REMEDIES.
The Equipment And Any Related Documents Are Provided As-is Without Any Express Or Implied Warranties Including, Without Limitation, Any Express Warranty As To The Airworthiness Or Condition Of The Equipment And Any Implied Warranty As To Merchantability, Fitness.
13. DISCLAIMER
. In No Event Will Atr Be Liable For Any Incidental Damages, Consequential Damages, Special Damages, Punitive Or Exemplary Damages, Indirect Damages, Loss Of Profits, Loss Of Revenues, Or Loss Of Use, Even If Informed Of The Possibility Of Such Damages. Atr’s Liability For Damages Arising Out Of Or Related To This Agreement Is Limited To The Greater Of Rent Charges Paid By Customer To Tes Under This Agreement, If Any, Or One Thousand Dollars. To The Extent Permitted By Applicable Law, These Limitations And Exclusions Will Apply Regardless Of Whether Liability Arises From Breach Of Contract, Warranty, Tort (Including But Not Limited To Negligence), By Operation Of Law, Or Otherwise.
14. THIRD PARTY BENEFICIARY, POWER OF ATTORNEY
The rights of ATR under this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements under this Agreement will benefit and be enforceable by, the successors and assigns of ATR. ATR will be entitled to the benefit and shall have the express right to enforce all terms of this Agreement as if the Agreement had been made directly between the Customer and ATR. ATR will have no obligation to provide maintenance, support or warranties or any other services or any goods to Customer, except as otherwise agreed in writing by ATR.
15. EXPORT
. Customer is responsible for all Taxes resulting from this Agreement or as a result of ATR’s performance under this Agreement whenever imposed, levied, collected, withheld, or assessed. Customer furnishes ATR with an exemption certificate or other documentation sufficient to verify exemption from Taxes. If any taxes are required to be withheld from amounts paid or payable to ATR under this Agreement, Customer will withhold the required amount of taxes and pay such taxes on behalf of ATR to the relevant taxing authority in accordance with applicable law, and Customer will forward proof of such withholding sufficient to establish the withholding amount and recipient to ATR within 60 days of payment. In no event will ATR be liable for taxes paid or payable by Customer.
15.1 Customer is responsible for compliance with all import and export control laws and regulations. Customer will obtain, at its sole expense, all import, export, and re-export approvals and licenses required for Equipment delivered and will retain documentation evidencing compliance with those laws and regulations. ATR will not be liable to Customer for any failure to provide Equipment as a result of government actions that impact ATR's ability to perform, including:
- the failure to provide or the cancellation of export or re-export licenses;
- any subsequent interpretation of applicable import, transfer, export or re-export law or regulation after the date of any order or commitment that has a material adverse effect on ATR’s performance; or
- delays due to Customer’s failure to follow applicable import, export, transfer, or re-export laws and
15.2 If Customer designates the freight forwarder for export shipments from the United States, then Customer's freight forwarder will export on Customer's behalf and Customer will be responsible for any failure of Customer's freight forwarder to comply with all applicable export requirements. ATR will provide Customer's designated freight forwarder with required commodity information.
16. TERM AND TERMINATION.
16.1 Term. This Agreement and Customer’s right of possession and use of Equipment will expire upon the earlier of the Ending Date on the signature page of this to this Agreement or 15 days after Customer’s Equipment is declared serviceable (21 days for equipment serviced outside the continental United States).
16.2 Termination for Default. Either party may terminate this Agreement by giving written notice to the other upon the occurrence of any of the following events:
- the other party materially breaches this Agreement and does not remedy the breach within 30 calendar days after receipt of written notice that specifies the grounds for the material breach;
- the other party fails to make any required payment to be made under this Agreement when due and fails to remedy the breach within 30 calendar days after receipt of written notice of non-payment;
or
- any insolvency or suspension of the other party’s operations or a petition is filed or proceeding made by or against the other party under any country, state, federal or other applicable law relating to bankruptcy, arrangement, reorganization, receivership or assignment for the benefit of creditors or other similar proceedings; If ATR terminates this Agreement under article16.2(A) or 16.2(B) above, Customer will pay all reasonable attorneys’ fees, costs, and expenses incurred by ATR or its agent as a result of a non-payment breach of this Agreement by Customer.
16.3 Other Termination. ATR may terminate this Agreement:
- if there is a material change in the nature of the business of Customer, or a dissolution or discontinuance of the business of Customer in which case ATR may terminate this Agreement immediately upon written notice to Customer; or
- (B) for any reason without cause upon five calendar days written notice to Customer. Termination does not affect any debt, claim, or cause of action accruing to any party against the other before the termination. The rights of termination provided in this article 16 are not exclusive of other remedies that either party may be entitled to under this Agreement or in law or equity.
16.4 Repossession
In the event of termination or default of this Agreement, or Customer’s insolvency, discontinuance or suspension of operations and/or liquidation of assets, ATR or its agents may, with 24 hours notice, gain access to Customer’s facility in order to retrieve the Equipment free from any civil or criminal allegations of trespass by Customer. Customer will cooperate in all respects with ATR’s retrieval of the Equipment and will be responsible for all of ATR’s costs associated therewith.
17. ASSIGNMENT
Customer will not assign any rights or delegate any obligations under this Agreement or any portion thereof without ATR’s advance, written consent, which will not be unreasonably withheld. ATR may assign the Agreement in connection with the sale or transfer of
- the Equipment or
- all or substantially all of the assets of the product line or business to which it pertains. Any attempt to assign in violation of this article 17 will be void.
18. APPLICABLE LAW.
This Agreement will be governed by the laws of the State of Tennessee, U.S.A. without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods, 1980, and any successor agreement, will not apply. The Federal or State courts sitting within the state of Tennessee, USA will have exclusive jurisdiction to adjudicate any dispute arising out of or related to this Agreement.
19. SETOFF.
Customer will not set off or recoup invoiced amounts or any portion thereof against sums that are due or may become due from ATR, affiliates, subsidiaries or other divisions or units.
20. SEVERABILITY
If any provision of this Agreement is determined to be illegal, invalid, or unenforceable by a court of competent jurisdiction in accordance with article 18 “Applicable Law”, then the validity and enforceability of the remaining provisions of this Agreement will not be affected and, in lieu of such illegal, invalid, or unenforceable provision there will be added as part of this Agreement one or more provisions as similar in terms as may be legal, valid and enforceable under applicable law.
21. WAIVER.
The failure of either party to enforce at any time any of the provisions of this Agreement will not be construed to be a continuing waiver of any provisions of this Agreement.
22. NON-DISCLOSURE AND CONFIDENTIALITY
Customer will not disclose the existence of this Agreement or any specific terms of this Agreement to any third party without ATR’s prior written consent. Customer will protect the confidential aspects of the Equipment from disclosure, including the inner workings and design, and will not, by itself or through others, engage in (1) disassembling (except as may be required to perform ordinary maintenance or determine whether and why a malfunction has occurred); (2) reverse engineering; or (3)manufacturing or enabling the manufacture of the Equipment (or any portions thereof), or products similar to or competitive with, the Equipment using Honeywell technical or proprietary information provided to Customer under this Agreement.
23. SURVIVAL
All rights, duties and obligations which by their nature should apply beyond the term of this Agreement including, articles 2-Rent, Payment, Security, 5-Data Terms 21Waiver, 22-Non-Disclosure
and Confidentiality, 23-Survival, and 25-Entire Agreement will remain in force after expiration or termination of this Agreement.
24. COUNTERPARTS.
This Agreement may be signed in counterparts (including faxed and any electronic or digital format), each of which will be deemed one and the same original. Reproductions of this executed original (with reproduced signatures) will be deemed to be original counterparts of this Agreement
25. ENTIRE AGREEMENT.
The terms contained in this Agreement constitute the entire agreement between Customer and ATR with respect to its subject matter and supersedes any prior representations and agreements, oral or written, and all other communications between Customer and ATR relating to its subject matter. This Agreement will not be varied except by an instrument in writing subsequently executed by an authorized representative of each party.
26. Equipment to be returned to:
Aircraft Tool Rentals
975 Horizon Dr
Pikeville Tn 37367