Terms & Conditions

EVERGERN d/b/a EVERGREEN TEST RENTALS
GENERAL RENTAL TERMS AND CONDITIONS
Effective Date: [TO BE INSERTED]
These General Rental Terms and Conditions ("Terms") apply to the rental of equipment by Evergern, a California company doing business as Evergreen Test Rentals ("Evergreen") to the customer identified in the applicable quotation, order acknowledgment, rental agreement, invoice, or other transaction document ("Customer").
For purposes of these Terms, "Equipment" means all equipment, systems, components, accessories, cables, connectors, manuals, software, documentation, shipping containers, and other items provided by Evergreen in connection with a rental, including without limitation high-power DC power supplies, battery cyclers, battery emulators or simulators, electronic loads, regenerative power systems, power conversion equipment, test and measurement equipment, and related accessories.
By issuing a purchase order, accepting delivery of Equipment, paying an invoice, executing a rental agreement, or otherwise accepting an Evergreen quotation or order, Customer agrees to these Terms.
The applicable Evergreen quotation, order acknowledgment, rental agreement, and these Terms collectively constitute the "Agreement." In the event of a conflict, the terms of an Evergreen quotation or rental agreement expressly modifying these Terms shall control.
Evergreen expressly rejects any additional or different terms contained in Customer's purchase order, procurement portal, acknowledgment, or other document unless Evergreen expressly agrees to those terms in a writing signed by an authorized representative of Evergreen.

1. QUOTES, ORDERS AND ACCEPTANCE
All quotations are subject to Equipment availability and Evergreen's acceptance of Customer's order.
Evergreen may accept or reject any order in its reasonable discretion, including based upon Equipment availability, Customer creditworthiness, intended application, shipping destination, safety concerns, or applicable legal or regulatory requirements.
Any delivery or availability date provided by Evergreen is an estimate unless Evergreen expressly guarantees such date in writing.
Changes requested by Customer after acceptance of an order may result in changes to pricing, availability, shipping dates, rental periods, or other terms.

2. PAYMENT TERMS; TAXES
Unless otherwise specified in writing by Evergreen, payment terms are Net Thirty (30) Days from the invoice date.
Amounts not paid when due may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law.
Customer shall be responsible for all applicable sales, use, excise, property, value-added, transaction, and similar taxes and governmental charges arising from the rental, possession, transportation, or use of the Equipment, excluding taxes based solely upon Evergreen's net income.
Customer shall make all payments without deduction, withholding, counterclaim, or setoff except as required by applicable law or expressly agreed by Evergreen in writing.
Customer shall reimburse Evergreen for reasonable costs of collection of delinquent undisputed amounts, including reasonable attorneys' fees and collection costs, to the extent permitted by applicable law.

3. RENTAL TERM AND RENTAL CHARGES
Unless otherwise stated in the applicable quotation or rental agreement, the minimum rental period is thirty (30) days.
The initial rental period begins on the date the Equipment is shipped by Evergreen and continues for thirty (30) consecutive calendar days.
Unless otherwise agreed in writing, the rental shall thereafter automatically renew for successive thirty (30) day rental periods until Customer elects to return the Equipment in accordance with these Terms.
Following completion of any full thirty-day rental period, a partial final rental period shall be prorated on a daily basis based upon the applicable thirty-day rental rate.
Unless Evergreen expressly agrees otherwise in writing, rental charges continue to accrue until the Equipment has been returned to and received by Evergreen or Evergreen's designated return location.
Notification by Customer that Equipment is no longer being used, has been disconnected, is ready for shipment, or is otherwise no longer required does not by itself terminate the rental or Customer's obligation to pay rental charges.
If Equipment is lost, stolen, destroyed, or damaged beyond economic repair, rental charges shall continue until Customer notifies Evergreen and satisfies its obligations under Section 16.

4. CANCELLATION
Customer may cancel a scheduled rental thirty (30) or more calendar days before the scheduled shipment date without a cancellation charge, unless otherwise stated in the applicable quotation.
If Customer cancels a rental less than thirty (30) calendar days before the scheduled shipment date, Customer shall pay a cancellation fee equal to twenty percent (20%) of the first month's rental charge.
Once Equipment has shipped, the initial thirty-day minimum rental charge shall be due and non-refundable, unless Evergreen expressly agrees otherwise in writing.
Customer shall also be responsible for any non-refundable or extraordinary costs Evergreen reasonably incurred specifically for Customer's order, including specially requested transportation, configuration, accessories, third-party services, or modifications, if disclosed to Customer and agreed before such costs are incurred.

5. SHIPPING AND DELIVERY
Unless otherwise stated in the applicable quotation, Evergreen will pay standard outbound freight charges for shipment of the Equipment to the Customer's delivery location within the continental United States.
Customer shall be responsible for additional shipping costs resulting from expedited shipping, special handling, dedicated freight, international transportation, changes in destination requested after order acceptance, or other non-standard shipping requirements requested by Customer.
Evergreen will use commercially reasonable efforts to meet estimated shipment dates but shall not be liable for delays outside Evergreen's reasonable control.
Customer shall provide a location capable of safely receiving the Equipment, including any loading dock, forklift, rigging equipment, personnel, or other facilities reasonably required because of the Equipment's size, weight, electrical characteristics, or configuration.

6. ACCEPTANCE AND INSPECTION
Customer shall inspect the Equipment promptly upon receipt.
Customer shall notify Evergreen promptly of any visible shipping damage, missing items, or material discrepancy between the Equipment received and the applicable shipping documentation.
Unless Customer provides Evergreen written notice of a material nonconformity within five (5) business days after delivery, the Equipment shall be deemed accepted, except for latent defects not reasonably discoverable during such inspection.
Acceptance does not waive Customer's rights under any express limited warranty contained in these Terms.

7. RISK OF LOSS
Except to the extent caused by Evergreen's negligence or willful misconduct, risk of loss, theft, destruction, or damage to the Equipment transfers to Customer upon delivery to Customer or Customer's designated carrier or receiving location and remains with Customer until the Equipment is received back by Evergreen or its designated return location.
Customer is responsible for protecting the Equipment from theft, disappearance, fire, water, impact, environmental damage, electrical damage, misuse, improper storage, improper transportation, and other casualty during the period in which Customer bears risk of loss.
Customer shall promptly notify Evergreen of any material loss, theft, destruction, or damage.

8. OWNERSHIP; NO TRANSFER OF TITLE
Except where title is transferred pursuant to a completed purchase under Section 9, all Equipment remains the sole property of Evergreen.
Customer acquires no ownership interest, equity, or other property right in rental Equipment by virtue of paying rental charges.
Customer shall not sell, assign, pledge, mortgage, encumber, sublease, lend, transfer, or otherwise dispose of the Equipment or permit any lien or security interest to attach to it.
Customer shall not remove, conceal, alter, or deface any serial number, ownership label, identification plate, warning label, calibration label, or other marking on the Equipment.
Customer shall promptly notify Evergreen of any attempted seizure, levy, lien, attachment, bankruptcy claim, or other legal process affecting the Equipment.

9. RENT-TO-OWN AND PURCHASE OPTIONS
A rental does not constitute a rent-to-own transaction and does not create any purchase option unless Evergreen expressly designates the transaction as rent-to-own or grants Customer a purchase option in the applicable quotation, rental agreement, or other written document.
For any rent-to-own transaction, the applicable transaction document shall specify, as appropriate:
- the purchase price or method for determining the purchase price;
- the amount or percentage of rental payments, if any, credited toward the purchase price;
- the period during which the purchase option may be exercised;
- any final or residual purchase payment;
- whether taxes, freight, fees, damage charges, interest, or other amounts are excluded from rental credits; and
- any additional requirements applicable to exercise of the purchase option.
Unless expressly stated otherwise, freight charges, taxes, late charges, damage charges, repair charges, interest, and other fees do not constitute payments toward the purchase price.
Title shall remain with Evergreen until Customer has validly exercised the applicable purchase option and Evergreen has received all amounts required for transfer of title in immediately available funds.
Until title transfers, the Equipment remains rental Equipment subject to these Terms.
A Customer in material default under the Agreement may not exercise a purchase option unless Evergreen waives the default in writing.
Nothing in this Section obligates Evergreen to offer a purchase option for any Equipment.

10. INSURANCE
During the period Customer bears risk of loss, Customer shall maintain insurance with reputable insurers appropriate for Customer's operations and sufficient to protect against liabilities and losses arising from Customer's possession and use of the Equipment.
At a minimum, Customer shall maintain:
(a) Commercial General Liability Insurance covering bodily injury, death, and property damage arising from Customer's operations and use of the Equipment; and
(b) Property or Equipment Insurance covering the rented Equipment against loss, theft, and physical damage for not less than its full replacement value.
Upon Evergreen's reasonable request, Customer shall provide certificates or other satisfactory evidence of required insurance before shipment or during the rental period.
Where reasonably requested by Evergreen and commercially available under Customer's policies, Customer shall cause Evergreen to be identified as an additional insured with respect to applicable liability coverage and/or loss payee with respect to the Equipment.
Customer's insurance obligations do not limit Customer's liability under the Agreement.
Specific insurance limits should be established by Evergreen in consultation with its insurance broker and legal counsel.

11. LOCATION AND MOVEMENT OF EQUIPMENT
Customer shall use and store the Equipment only at the location identified in the applicable quotation or rental documentation unless Evergreen approves relocation in writing.
Customer shall not export or relocate Equipment outside the United States without Evergreen's prior written consent.
Customer is responsible for all costs and risks associated with an approved relocation, including transportation, packaging, installation, recommissioning, permits, and insurance.

12. CUSTOMER RESPONSIBILITIES
Customer is solely responsible for:
- determining whether the Equipment is appropriate for Customer's intended application;
- providing a suitable installation and operating environment;
- ensuring compatibility between the Equipment and Customer's facility, electrical system, device under test ("DUT"), battery, test article, controls, software, and other connected equipment;
- providing properly rated cables, connectors, busbars, protection devices, grounding, cooling, ventilation, and facility infrastructure unless expressly included by Evergreen;
- operating the Equipment within manufacturer and Evergreen specifications;
- complying with all applicable laws, codes, standards, regulations, permits, and safety requirements;
- maintaining appropriate supervision and access controls; and
- ensuring that only appropriately trained and qualified personnel install, connect, energize, operate, maintain, disconnect, or otherwise interact with the Equipment.
Customer shall review and comply with all operating manuals, warning labels, safety information, technical specifications, and instructions provided with or applicable to the Equipment.

13. SAFETY; HIGH-POWER DC AND BATTERY APPLICATIONS
CUSTOMER ACKNOWLEDGES THAT CERTAIN EQUIPMENT RENTED BY EVERGREEN IS CAPABLE OF PRODUCING, ABSORBING, STORING, OR TRANSFERRING HIGH LEVELS OF ELECTRICAL ENERGY AND THAT IMPROPER INSTALLATION, CONNECTION, OPERATION, CONTROL, OR MAINTENANCE MAY RESULT IN ARC FLASH, ELECTRIC SHOCK, FIRE, EXPLOSION, THERMAL EVENTS, PROPERTY DAMAGE, SERIOUS BODILY INJURY, OR DEATH.
Customer shall ensure that all Equipment is installed and operated only by personnel appropriately trained, qualified, and authorized for the applicable voltage, current, power level, stored energy, and application.
Customer is responsible for implementing all engineering and administrative controls appropriate for its application, including where applicable:
- grounding and bonding;
- overcurrent and short-circuit protection;
- properly rated conductors, connectors, contactors, disconnects, and busbars;
- emergency-stop systems;
- safety interlocks;
- pre-charge and discharge circuits;
- lockout/tagout procedures;
- arc-flash and electrical safety procedures;
- appropriate personal protective equipment;
- ventilation and cooling;
- fire detection and suppression;
- battery containment and thermal-event precautions;
- isolation and guarding of energized conductors;
- remote operation where appropriate;
- monitoring and alarm systems; and
- backup or fail-safe shutdown mechanisms appropriate to Customer's application.
Customer shall independently verify polarity, voltage, current, power, grounding, control settings, communication settings, test sequences, operating limits, and system configuration before energizing any Equipment.
Customer shall not rely solely upon software controls, Evergreen Equipment, or any single protective device as the sole means of preventing an unsafe condition where redundant protection is reasonably appropriate.
For battery testing or battery-connected applications, Customer is solely responsible for determining the condition, chemistry, configuration, operating limits, state of charge, safety requirements, and suitability of the battery or battery system being connected to the Equipment.
Customer shall not use Equipment in a manner that exceeds the Equipment's rated voltage, current, power, temperature, environmental, isolation, or other published operating limits.
Evergreen's provision of Equipment, technical specifications, application discussions, or general assistance does not constitute engineering approval, certification, or validation of Customer's test system or application.

14. PROHIBITED USE; MODIFICATION
Customer shall not:
- modify, disassemble, reverse engineer, alter, or repair the Equipment without Evergreen's prior written authorization;
- defeat, bypass, remove, or modify any safety interlock, protective device, fuse, breaker, emergency stop, warning system, or protective function;
- operate Equipment outside its published ratings;
- use Equipment in an unsafe or unlawful manner;
- permit unqualified personnel to operate or service Equipment;
- use Equipment in a nuclear facility, life-support system, aviation safety system, or other application in which Equipment failure could reasonably be expected to directly cause death, catastrophic bodily injury, or catastrophic environmental harm without Evergreen's express prior written approval; or
- incorporate Equipment into a permanent installation in a manner inconsistent with its status as rental property.
Customer remains responsible for all configurations, programs, scripts, commands, automated test sequences, and control systems created or used by Customer.

15. EQUIPMENT FAILURE; SERVICE AND CALIBRATION
Customer shall promptly discontinue use and notify Evergreen if Equipment appears damaged, unsafe, materially out of specification, or malfunctioning.
Customer shall not open, repair, calibrate, modify, or permit a third party to service Equipment without Evergreen's prior written authorization.
If Equipment fails during normal and proper use for reasons not attributable to Customer, Evergreen will, at its option and subject to availability:
- repair the Equipment;
- provide reasonably comparable replacement Equipment; or
- issue an appropriate rental credit for the period Evergreen determines the Equipment was materially unusable.
The foregoing shall be Customer's exclusive remedy for Equipment malfunction except as otherwise expressly agreed in writing.
Customer shall be responsible for repair, inspection, calibration, transportation, and other reasonable costs resulting from misuse, improper installation, improper connections, unauthorized service, contamination, negligence, abuse, operation outside specifications, or damage attributable to Customer or Customer's equipment.

16. DAMAGE, LOSS, THEFT AND DESTRUCTION
Customer shall be responsible for loss of or damage to Equipment occurring while Customer bears risk of loss, except for ordinary wear and tear or to the extent caused by Evergreen's negligence or willful misconduct.
Customer shall immediately notify Evergreen of any theft, significant damage, casualty, fire, electrical event, or destruction involving the Equipment.
For repairable damage for which Customer is responsible, Customer shall pay Evergreen's reasonable costs to inspect, diagnose, repair, recalibrate, test, and restore the Equipment, including parts, labor, and third-party costs.
For Equipment that is lost, stolen, destroyed, or damaged beyond economic repair, Customer shall pay Evergreen the then-current replacement cost of equipment of comparable make, model, configuration, age, and capability, or such other amount stated in the applicable rental agreement.
Payment for lost or damaged Equipment does not automatically transfer title to Customer unless Evergreen expressly agrees in writing.
Customer is responsible for damage caused by Customer's DUT, batteries, battery packs, cabling, busbars, connectors, facility electrical system, cooling system, control system, software, communications network, test sequences, ancillary equipment, or other items connected to or used with the Equipment, except to the extent caused by a defect in Evergreen's Equipment for which Evergreen is responsible under these Terms.

17. RETURN OF EQUIPMENT
Unless otherwise agreed in writing, Customer shall be responsible for return freight, including proper packaging and transportation to Evergreen's designated return location.
Equipment shall be returned:
- in substantially the same condition in which it was delivered, reasonable wear and tear excepted;
- properly packaged for the size, weight, sensitivity, and nature of the Equipment;
- with all accessories, cables, connectors, manuals, cases, keys, adapters, and other items supplied with it; and
- in compliance with applicable transportation and dangerous-goods requirements.
Customer shall not ship batteries, hazardous materials, or regulated dangerous goods to Evergreen unless Evergreen has expressly authorized the shipment and Customer has complied with all applicable packaging, labeling, documentation, carrier, and transportation requirements.
Customer is responsible for loss or damage caused by inadequate return packaging.
Evergreen may charge Customer the reasonable replacement cost of missing accessories or components.

18. RETURN INSPECTION
Evergreen may inspect and test returned Equipment to determine its condition.
If Evergreen identifies damage beyond reasonable wear and tear, Evergreen may provide Customer with documentation describing the damage and applicable repair or replacement charges.
Latent damage that could not reasonably be identified during initial return inspection may be charged to Customer if Evergreen reasonably determines that the damage occurred while Customer bore risk of loss.

19. LIMITED WARRANTY; DISCLAIMER
Evergreen warrants that, at the time of shipment, the Equipment will be in materially functional condition for its intended general purpose, subject to normal tolerances, manufacturer specifications, and any conditions disclosed in the applicable quotation.
Evergreen is not the manufacturer of third-party Equipment. Any manufacturer warranty available for rental Equipment shall apply only to the extent Evergreen is permitted to pass through its benefit to Customer.
Except for the express warranty above and any warranty expressly stated in an applicable quotation:
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE EQUIPMENT IS PROVIDED "AS IS" AND EVERGREEN DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE EQUIPMENT WILL ACHIEVE CUSTOMER'S PARTICULAR TEST RESULT, PERFORMANCE OBJECTIVE, OR SYSTEM REQUIREMENT.
Customer acknowledges that Evergreen does not control Customer's DUT, battery, test configuration, facility, installation, software, test procedure, operating environment, or application.

20. INDEMNIFICATION
To the maximum extent permitted by applicable law, Customer shall defend, indemnify, and hold harmless Evergreen and its owners, officers, directors, employees, agents, affiliates, successors, and assigns from third-party claims, damages, losses, liabilities, penalties, fines, costs, and reasonable attorneys' fees arising out of or relating to:
- Customer's possession, installation, operation, storage, transportation, or use of the Equipment;
- Customer's negligence, willful misconduct, or violation of applicable law;
- misuse or unauthorized modification of Equipment;
- failure to follow applicable safety procedures, specifications, warnings, or instructions;
- Customer's DUT, batteries, test articles, facility, software, controls, or other equipment;
- bodily injury, death, or property damage resulting from Customer's test system or application; or
- Customer's breach of these Terms.
Customer shall have no obligation under this Section to the extent a claim is finally determined to have resulted from Evergreen's gross negligence or willful misconduct.

21. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EVERGREEN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE AGREEMENT OR EQUIPMENT, INCLUDING LOSS OF PROFITS, REVENUE, PRODUCTION, BUSINESS OPPORTUNITY, DATA, USE, TEST TIME, OR CUSTOMER PRODUCT, OR COSTS OF SUBSTITUTE EQUIPMENT, FACILITY DOWNTIME, OR BUSINESS INTERRUPTION, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY, WARRANTY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Except for liability that cannot legally be limited, Evergreen's aggregate liability arising out of a particular rental transaction shall not exceed the rental fees actually paid or payable to Evergreen for the Equipment giving rise to the claim during the six (6) months immediately preceding the event giving rise to the claim, or, for a rental lasting less than six months, the rental fees paid or payable under that rental through the date of the event giving rise to the claim.
The parties acknowledge that the pricing and other terms of the Agreement reflect this allocation of risk.

22. CUSTOMER SYSTEM VALIDATION
Customer acknowledges that Evergreen supplies rental Equipment and does not design or certify Customer's complete test system unless Evergreen expressly agrees to provide such engineering services under a separate written agreement.
Customer is solely responsible for verifying and validating the suitability, integration, operation, safety, and reliability of the Equipment when incorporated into Customer's system or application.
Customer shall implement appropriate independent safeguards to protect personnel, property, Customer's DUT, batteries, facilities, and other equipment against foreseeable failure or malfunction.

23. COMPLIANCE WITH LAWS; EXPORT CONTROLS
Customer shall comply with all applicable federal, state, local, and foreign laws, regulations, codes, and requirements applicable to possession, transportation, installation, operation, export, re-export, and use of the Equipment.
Customer shall not export, re-export, transfer, release, or otherwise provide Equipment, software, technical information, or related materials in violation of applicable United States export-control or sanctions laws.
Customer is responsible for obtaining any permits, licenses, approvals, or authorizations required for Customer's intended use or location of the Equipment.
Evergreen may suspend or terminate performance if Evergreen reasonably believes continued performance would violate applicable law or expose Evergreen or its property to material legal or safety risk.

24. DEFAULT; TERMINATION; RECOVERY OF EQUIPMENT
Customer shall be in default if Customer:
- fails to pay an undisputed amount when due and fails to cure such nonpayment within five (5) business days after written notice;
- materially breaches these Terms and fails to cure a curable breach within a reasonable period specified by Evergreen;
- uses Equipment unlawfully or in a manner presenting an imminent material safety risk;
- sells, transfers, encumbers, conceals, or improperly relocates Equipment;
- fails to maintain required insurance;
- becomes insolvent, makes an assignment for the benefit of creditors, files or becomes subject to bankruptcy or similar proceedings, subject to applicable bankruptcy law; or
- materially misrepresents its intended use or location of Equipment.
Upon default and subject to applicable law, Evergreen may terminate the rental, suspend further performance, terminate any unexercised purchase option, declare undisputed amounts then due immediately payable, and require immediate return of the Equipment.
Customer shall reasonably cooperate with Evergreen in recovering Equipment following lawful termination of the rental.
Customer shall reimburse Evergreen for reasonable costs incurred to recover its Equipment following Customer's uncured default, to the extent permitted by law.

25. FORCE MAJEURE
Evergreen shall not be liable for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, fire, flood, earthquake, epidemic or pandemic, war, terrorism, civil disturbance, labor disputes, transportation disruption, carrier delay, supply-chain disruption, utility failure, governmental action, embargo, shortage of materials or components, or failure of suppliers or manufacturers caused by such circumstances.
Evergreen shall use commercially reasonable efforts to mitigate the effects of such events where practicable.

26. SOFTWARE, DATA AND CUSTOMER CONFIGURATIONS
Any software included with Equipment remains subject to the applicable manufacturer's or licensor's license terms.
Customer shall not copy, reverse engineer, distribute, sublicense, or otherwise use such software except as permitted by the applicable license.
Customer is responsible for backing up its programs, configurations, scripts, test data, and other information.
Customer shall remove Customer confidential information, credentials, network settings, and data from Equipment before return where reasonably possible.
Evergreen shall not be responsible for loss or corruption of Customer data stored on rental Equipment except to the extent directly caused by Evergreen's willful misconduct.
Evergreen may erase or reset Equipment after return as part of its normal inspection and preparation process.

27. GOVERNING LAW; VENUE; ATTORNEYS' FEES
The Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict-of-law principles.
Subject to any enforceable agreement to arbitrate entered into separately by the parties, any legal action arising out of or relating to the Agreement shall be brought exclusively in the state courts located in San Diego County, California, or the applicable federal court having jurisdiction over San Diego County, and each party consents to personal jurisdiction and venue in such courts.
To the extent permitted by applicable law, the prevailing party in litigation or other legal proceedings arising from the Agreement shall be entitled to recover its reasonable attorneys' fees and costs.

28. NOTICES
Formal notices required under the Agreement shall be in writing and delivered personally, by nationally recognized overnight carrier, certified mail, or email to the addresses designated by the parties in the applicable transaction documentation.
Notice shall be effective upon receipt, subject to applicable law.
Routine operational communications regarding shipment, returns, scheduling, technical support, invoicing, and similar matters may be conducted by ordinary email.

29. ASSIGNMENT
Customer may not assign the Agreement or transfer possession of the Equipment without Evergreen's prior written consent.
Evergreen may assign the Agreement in connection with a merger, reorganization, financing, sale of substantially all relevant assets, or transfer of its business, subject to applicable law.

30. ENTIRE AGREEMENT; ORDER OF PRECEDENCE
The Agreement constitutes the entire agreement between Evergreen and Customer concerning the applicable rental transaction and supersedes prior or contemporaneous discussions, representations, and communications concerning that transaction.
Unless expressly stated otherwise, the order of precedence shall be:
- a mutually executed rental or master agreement expressly identifying provisions intended to override these Terms;
- Evergreen's applicable quotation or order acknowledgment;
- these General Rental Terms and Conditions; and
- other transaction documents accepted by Evergreen.
Customer purchase-order terms do not modify the Agreement unless expressly accepted in writing by an authorized Evergreen representative.

31. AMENDMENT; WAIVER
No amendment applicable to an existing rental shall be effective unless agreed in writing by authorized representatives of the parties.
Failure by either party to enforce any provision shall not constitute a waiver of that provision or any other provision.
A waiver of one breach does not constitute a waiver of a subsequent breach.

32. SEVERABILITY
If any provision of these Terms is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect.

33. SURVIVAL
Provisions which by their nature should survive expiration or termination of the Agreement shall survive, including obligations concerning payment, ownership, damage or loss, indemnification, limitation of liability, confidentiality, software, dispute resolution, and return of Equipment.

34. ELECTRONIC ACCEPTANCE; COUNTERPARTS
The Agreement may be accepted electronically and executed in counterparts.
Electronic signatures and electronically transmitted copies shall have the same effect as originals to the extent permitted by applicable law.
Customer's issuance of a purchase order referencing an Evergreen quotation, execution of a rental agreement, payment of an Evergreen invoice, or acceptance or use of Equipment constitutes acceptance of these Terms to the extent permitted by applicable law.

EVERGERN d/b/a EVERGREEN TEST RENTALS
California
General Rental Terms and Conditions
Effective Date: __________________
Version: Draft 1 — For Legal Review