RENTAL AND SERVICES CONTRACT TERMS AND CONDITIONS
1.1 Definitions. All capitalized terms not defined herein will have the meaning set out in the Cover Page.
(a) Affiliate: a Person that is affiliated with another Person where 'affiliated' has the meaning described in the Canada Business Corporations Act and with respect to Black Diamond, includes any Person affiliated with the Black Diamond entity stated on the Cover Page.
(b) Biological Contaminants: includes mold, bacteria, fungus and other biological contaminants.
(c) Black Diamond: the applicable Black Diamond entity as set out on the Cover Page and signature block of the Contract.
(d) Black Diamond Parties: Black Diamond and its Affiliates, and each of their respective directors, officers, employees, agents and contractors.
(e) Business Day: a day other than Saturday, Sunday or a statutory holiday in the province or territory where the Site is located.
(f) Change Order: a change to the Cover Page effected under Section RS8.0.
(g) Charges: as applicable, (i) Rent; (ii) amounts to be paid by Customer for Services; (iii) late payment charges; (iv) Extra Charges and (v) other charges, fees, costs or amounts to be invoiced to Customer under this Contract if applicable, including Taxes, maintenance plan fees, Termination Fee and costs to repair damage.
(h) Claims: any actions, injuries, claims, liabilities, losses, damages, demands, penalties, fines, expenses (including legal expenses), costs, obligations and causes of action of any kind and nature whatsoever.
(i) Complex: two or more modules that are joined or intended to be joined together at the Site.
(i) Confidential Information: information provided by one Party to the other Party for purposes of this Contract that is not available publicly, including this Contract.
(k) Customer Parties: Customer and its Affiliates, and each of their respective directors, officers, employees, agents and contractors.
(l) Damage: any damage resulting from accident, modification, misuse, abuse, neglect, unauthorized repairs or alterations, lack of or improper maintenance, fire, weather or other natural causes.
(m) Delivery: the later of the date on which (i) the Equipment is delivered to the Site per the bill of lading, or (ii) the Services are substantially completed.
(n) Equipment: the equipment that Black Diamond is renting to Customer as described in the Cover Page, including each Module together with any Carry-on Options and Ancillary Equipment, and all other contents and furnishings whether or not described in detail in the Cover Page.
(o) Extra Charges: the charges for the Extra Services which will be calculated by Black Diamond in its sole discretion based on (i) a lump sum fee, or (ii) its time and materials cost, plus an applicable percentage mutually agreed upon by the Parties.
(p) Extra Services: obligations of Customer under this Contract that Customer has not performed as required and that are performed by Black Diamond, additional Services requested by Customer, or as required to provide the requested Equipment and Services if information provided by Customer is incomplete or inaccurate.
(q) Force Majeure: an event beyond Black Diamond’s reasonable control but excluding a lack of financial resources or available funds, loss of business market, economic hardship, or similar financial predicament.
(r) Holdover: the period of time following the Minimum Commitment and prior to the return of the Equipment to Black Diamond.
(s) Insolvency Event: an event whereby a Party has (i) any formal or informal proceeding for dissolution or liquidation instituted by or against it; (ii) makes a settlement of creditor claims against it or winds up its affairs; (iii) ceases or threatens to cease carrying on business; (iv) is unable to pay its debts as they become due; (v) makes or agrees to make a sale of all or substantially all of its assets without complying with Laws; or (vi) commits an act of bankruptcy or otherwise acknowledges its insolvency.
(t) Laws: any law, by-law, legislation, regulation, regulatory decision or judicial decision applicable to the Parties or this Contract and in effect from time to time.
(u) Party: Customer or Black Diamond, and Parties means both of them.
(v) Person: any individual, corporation, company, partnership, limited partnership, joint venture, trust, syndicate, sole proprietorship, unincorporated organization, government body, or regulatory agency.
(w) Policy: the insurance described in Sections RS7.1 and RS7.2.
(x) Rental Term: the total term for which Customer rents the Equipment from Black Diamond, including the Minimum Commitment and any Holdover.
(y) Services: the Transportation Services, Installation Services, Dismantle Services or other services, if any, provided by Black Diamond as described in the Cover Page.
(z) Taxes: all taxes of any nature whatsoever, including excise taxes, goods and services taxes, duties and withholdings assessed or imposed by any level of government respecting this Contract, including the rental of the Equipment or the Services, but excluding any income taxes.
(aa) Termination Fee: the Rent that Customer is obligated to pay Black Diamond from the date of termination until the end of the Minimum Commitment, plus the Charges for the removal and transportation of the Equipment to Black Diamond.
(bb) Warranty: see Section RS6.0.
RS2.1 Agreement. Customer must pay the Charges and perform its obligations in exchange for Black Diamond renting the Equipment to Customer and performing the Services.
RS2.2 Rental. This Contract only grants Customer the right to use the Equipment and under no circumstances is it to be considered a financing arrangement or does it give Customer any ownership, equity or other rights in or to the Equipment.
RS3.0 Invoicing and Payment
RS3.1 Invoices. Charges will be calculated using the method of billing set out in the Cover Page. Black Diamond will send Customer invoices to the address for notices for: (i) the Charges due for the billing month, and (ii) any Charges not previously invoiced. Taxes are to be paid by Customer in addition to the Rent, and other Charges.
RS3.2 Payment. Customer must pay Black Diamond: (i) all Rent each month during the Rental Term; and (ii) all other Charges in full as set out in an invoice within 30 days of the date of the invoice. Any Rent due in respect of a partial month during the Rental Term will be prorated. Failure to receive invoice will not relieve Customer of the obligation to pay the Charges. Customer must pay an invoice by cheque, or by wire transfer or electronic transfer of funds to a bank account designated to Customer by Black Diamond.
RS3.3 Invoice Disputes. If Customer disputes any amounts owing in an invoice that has material errors then Customer must: (i) pay all undisputed amounts as required under Section RS3.2; (ii) contact Black Diamond promptly upon discovery of the dispute, but in any event prior to the date that such Charges are due, and advise Black Diamond as to the nature of the dispute, including reasonable supporting information or documents; and (iii) work with Black Diamond in good faith to rectify the dispute as quickly as possible. Following settlement of the dispute, Customer must promptly pay Black Diamond any invoices with non-material errors amounts that the Parties have agreed are owing to Black Diamond.
RS3.4 Late Payment. If Black Diamond has not received payment of the Charges owing when due, Customer will be charged interest at the rate of 1.5% per month (18% per annum) on overdue amounts until paid. Customer must pay all costs incurred by Black Diamond in collecting overdue accounts, including any banking, legal and collection costs, in addition to amounts incurred by Black Diamond to retake care, custody and control of the Equipment.
RS3.5 Set Off and Hold Backs. Black Diamond may set off amounts it owes Customer against amounts that Customer owes Black Diamond under this Contract or any other contract between the Parties. Black Diamond may also withhold amounts or deduct amounts due to Customer without liability or interest: i) for any matter in dispute until the dispute is settled and ii) any costs incurred by Black Diamond due to Customer’s negligence or breach of obligations.
RS3.6 Credit Information. If Customer fails to pay Charges owing by the due date, or if there is evidence to reasonably suggest that Customer’s creditworthiness has decreased during the Rental Term, then Customer must provide new information or sufficient security in the form, for the term and in the time period reasonably required by Black Diamond.
RS4.0 Representations and Warranties
RS4.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (a) it is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization; (b) the execution, delivery and performance of this Contract has been duly authorized by all necessary action on its part; and (c) this Contract is a legal, valid, and binding obligation, enforceable against it in accordance with its terms.
RS4.2 Customer Representations and Warranties. Customer represents and warrants to Black Diamond that it has full right and authority to have the Equipment located, and to have the Services performed, at the Site.
RS4.3 Black Diamond Representations and Warranties. Black Diamond represents and warrants to Customer that it has the full right and authority to rent the Equipment to Customer.
RS5.1 Condition. Customer acknowledges that, unless stipulated in the Cover Page, the Equipment is not new.
RS5.2 Title. At all times title to the Equipment remains vested in Black Diamond and Customer will not take any actions or make any representations to any other Person to the contrary. Customer must protect Equipment from distress or seizure. The Equipment is personal property and is not intended to be or become a fixture. Customer must ensure the Equipment does not become a fixture. If the Site is located on lands not owned by Customer, then Customer must obtain from the owner of the lands an undertaking that the Equipment will not be deemed a fixture and may be removed at any time without notice. Black Diamond may take any reasonable action to safeguard its title to the Equipment, including registering a security interest, and Customer waives any right to receive any statements or notices from Black Diamond in connection with any such security interest.
RS5.3 Care, Custody and Control. At the time of Delivery, care, custody and control of the Equipment will pass to Customer. Customer must retain care, custody and control of the Equipment at all times during the Rental Term. Customer will bear all risk of loss or damage to the Equipment while it is in Customer's care, custody and control. Customer must not sub-rent the Equipment or allow any other Person to use the Equipment.
RS5.4 Site. Customer must keep the Equipment on the Site at all times during the Rental Term. Customer grants Black Diamond a license to enter the Site to inspect the Equipment or to effect its remedies under Section RS10.1.
RS5.5 Maintenance and Care of Equipment. Unless Customer has agreed to a Maintenance Plan, Customer must maintain the Equipment, as applicable, (normal wear excepted) by (i) replacing/cleaning air filters; (ii) cleaning fan blower wheels and motors of dust/debris; (iii) inspecting belt driven exhaust fans for belt wear; (iv) inspecting furnaces, hot water heaters, appliances, air units and systems and other similar equipment monthly; (v) inspecting smoke/heat detectors; and (vi) promptly reporting to Black Diamond any issues detected. No other alterations are permitted to the Equipment. Customer is also responsible for any Damage to the Equipment. Customer must not add or change any signage that was present on Delivery.
RS5.6 Return of Equipment. Customer must contact Black Diamond at least 10 Business Days prior to the end of the Rental Term to make arrangements for the return of the Equipment. In the event that the Equipment needs to be dismantled prior to being returned, Customer must give Black Diamond at least 30 days' written notice of the dismantle date for the Equipment. Customer must cooperate with Black Diamond to facilitate the removal of the Equipment. Customer must clean, winterize and return Equipment at end of the Rental Term in the same condition Equipment was in at Delivery, normal wear excepted. Black Diamond’s costs to do any of the above, to repair any Damage to Equipment, and to return Equipment to the condition it was in at Delivery (normal wear excepted), will be invoiced to Customer.
RS5.7 Holdover. If Customer does not return the Equipment at the end of the Minimum Commitment for any reason, then Customer will continue to rent the Equipment pursuant to the terms of the Cover Page. During a Holdover, Black Diamond may, by email notification, increase the Rent.
RS5.8 Third Party Payments. Customer must have all necessary licenses, permits and allowances, and pay all third-party costs respecting the (i) possession, occupation and use of the Equipment, and (ii) the lands that comprise the Site, including Taxes and lease payments. If Customer fails to pay such amounts, then Black Diamond may, in its sole discretion, pay any or all of the expenses and invoice the amount paid to Customer.
RS6.0 Equipment Warranty
RS6.1 Warranty. Black Diamond will provide the warranties on the Equipment during the Rental Term as described in the following table ("Warranty").
|Warranty Period from Delivery
|Free from defects in workmanship and materials
|Carry-on Options (if new)
|Original manufacturer's warranty
|Original manufacturer's warranty
|Ancillary Equipment with manufacturer
cost >$500 (if new)
|Original manufacturer's warranty
|Original manufacturer's warranty
RS6.2 Warranty Limitations. Warranty is subject to the following limitations: (a) Black Diamond will, acting reasonably, make all decisions regarding Warranty, including validity, applicability and if replacement or repair are appropriate remedies; (b) Warranty will not be valid unless Customer (i) notifies Black Diamond within 5 days of noticing any issues with Equipment that may be covered by Warranty; and (ii) maintains Equipment in accordance with Section RS5.5; (c) Warranty will not be valid if the Equipment was subject to Damage; (d) Unless visually obvious and noted on bill of lading presented at the time of delivery to the Site, Black Diamond does not warrant that the Equipment is at that time or will be during Rental Term, free from Biological Contaminants; (e) Warranty is limited to supply of parts and non-union labour to remedy defective components, and all other costs associated with Warranty work, including freight, travel expense, room and board and overhead will be invoiced to Customer; and (f) Black Diamond is not responsible for any Claims arising from any defects whatsoever except as set out in Section RS 6.0.
RS7.1 Commercial General Liability Insurance. Customer must at all times during the Rental Term have commercial general liability insurance with coverage of not less than $5,000,000 per occurrence. Such Policy must be primary, non-contributory and name Black Diamond as an additional insured.
RS7.2 Property Insurance. Customer must, at all times during the Rental Term, have property insurance that covers the Equipment at the full replacement value against loss or damage from all perils, regardless of the cause, including negligence. Such Policy must name Black Diamond as a loss payee and must not contain penalty clauses or co-insurance, but if it does, specifically state that they will not be prejudicial to full reimbursement to Black Diamond. If the Equipment includes a Complex, the Policy must contain a provision stating that if one or more modules in the Complex is destroyed, then the insurer must pay Black Diamond for the full replacement value of each component of the Complex. If the insurance proceeds under the Policy received by Black Diamond are less than the full replacement value, for any reason whatsoever, Customer will be invoiced for an amount equal to such deficiency.
RS7.3 Other Insurance Requirements. Customer must ensure that: each Policy contains a waiver of subrogation in favour of Black Diamond, the insurer has a rating of no less than A- by the A.M. Best Rating Guide, and the insurer agrees to give Black Diamond at least 30 days' prior written notice of cancellation of or changes to the Policy. Customer must provide Black Diamond with a certificate of insurance for each Policy prior to Delivery. Customer is responsible for payment of any Policy premiums and deductibles.
RS8.0 Change Orders.
Other than what is provided for under RS5.7 and in addition to Extra Services, the Parties may, from time to time, agree to revise or modify the Cover Page by completing and executing a Change Order. Once each Party has executed the Change Order it will amend the Cover Page as of the effective date of the Change Order. Except as amended in the Change Order, this Contract will remain valid and unchanged.
RS9.0 Force Majeure.
Black Diamond will not be in default of the performance of any of its obligations under this Contract if it is prevented from performing any such obligation due to Force Majeure, but only to the extent and for the time period that the performance of such obligation is so prevented. Black Diamond must give written notice to Customer of such Force Majeure as soon as reasonably possible in the circumstances, providing a description of the nature, cause and expected duration of the Force Majeure, and must give written notice to Customer of the end of the Force Majeure. Black Diamond must take reasonable commercial action to minimize the effects and duration of any Force Majeure.
RS10.1 Termination for Cause – Black Diamond. Black Diamond may immediately terminate this Contract upon notice to Customer if: (a) Customer suffers an Insolvency Event; (b) Customer fails to pay an invoice when due, and fails to pay in full within 10 days of notice of non-payment from Black Diamond; (c) Customer breaches any material term of this Contract, and fails to remedy the breach within 10 days of notice of the breach from Black Diamond; or (d) Customer is in breach of any other contract it has with Black Diamond and fails to remedy the breach within 10 days of notice of the breach from Black Diamond. If Black Diamond terminates this Contract, then Customer must pay the Termination Fee, which is a genuine estimate of the damages that Black Diamond would have suffered as a result of Customer’s default and is not a penalty. Customer must pay any other Charges, including costs incurred by Black Diamond under Section RS5.6. Within 3 days of Black Diamond’s termination of this Contract, Customer must have made arrangements with Black Diamond for the return of the Equipment. If such arrangements have not been made by such time, then Black Diamond may enter the Site and retake possession of the Equipment without notice. Notwithstanding such repossession, Customer will be liable to Black Diamond for the Termination Fee and will be liable for and indemnify Black Diamond against all costs incurred by Black Diamond relating to the repossession of the Equipment and collection of amounts owing. Black Diamond will not be responsible for any damage arising from the repossession of the Equipment, unless arising from its gross negligence, or for any personal property in or attached to the Equipment, and Customer will be liable for and indemnify the Black Diamond Parties against any Claims suffered by any Black Diamond Parties in connection with such repossession or any such personal property.
RS10.2 Termination for Cause – Customer. Customer may immediately terminate this Contract upon notice to Black Diamond if: (a) Black Diamond breaches any material provision of this Contract and fails to remedy the breach within 10 days of notice of the breach from Customer; or (b) Black Diamond suffers an Insolvency Event.
RS10.3 Termination during Holdover. Either Party may terminate this Contract during a Holdover for any reason by providing the other Party with at least 30 days' prior written notice.
RS11.0 Indemnity and Limitation on Damages
RS11.1 Customer Indemnity. Except to the extent caused by Black Diamond’s gross negligence or willful misconduct in performing the Services or Black Diamond’s material breach of this Contract, Customer will be liable for and will indemnify the Black Diamond Parties against any Claims suffered by any Black Diamond Parties which (i) are caused by Customer’s negligence, willful misconduct or breach of this Contract; (ii) relate to or arise during Customer's rental, use, care, custody and control of the Equipment; or (iii) relate to or arise from Biological Contaminants.
RS11.2 Black Diamond Indemnity. Except to the extent that Claims (i) are caused by Customer’s negligence or willful misconduct; (ii) relate to or arise during Customer's rental, use, care, custody and control of the Equipment; or (iii) relate to or arise from Biological Contaminants, Black Diamond will be liable for and will indemnify Customer Parties against any Claims suffered by Customer Parties arising from Black Diamond’s gross negligence or willful misconduct in performing the Services or Black Diamond's breach of this Contract.
RS11.3 Limitation on Damages. Except for third party Claims, Claims resulting from a breach of Section RS12.0, liability to pay the Termination Fee or as otherwise specifically provided in this Contract, a Party will not be liable to the other Party or obligated to indemnify the other Party for any Claim for exemplary, special, incidental, indirect, consequential, or punitive damages, or damages relating to loss of goodwill, use, revenue, profit or opportunity. Black Diamond's total maximum liability to the Customer Parties for any Claims arising from or in relation to this Contract will not exceed the total Rent to be paid by Customer to Black Diamond during the Minimum Commitment.
Neither Party will disclose Confidential Information to any Person other than to its respective officers, directors, employees, and consultants, or other third party under appropriate non-disclosure covenants and acknowledgements, and who requires access to the Confidential Information for purposes consistent with this Contract, or as may be necessary for any regulatory proceedings or compliance with Laws. Notwithstanding the foregoing, Black Diamond may share Customer's Confidential Information with its Affiliates for purposes of marketing its services.
RS13.1 Applicable Laws and Courts. This Contract will be governed and construed under and in accordance with the Laws where the Site is located without regard to conflict of law principles. Each Party submits itself to the jurisdiction of the courts where the Site is located.
RS13.2 Compliance with Laws. During the Rental Term, each Party must comply with all Laws that apply to such Party's performance or are necessary for the other Party's performance under this Contract.
RS13.3 Amendments. Except for Extra Services, no modification or waiver of this Contract in whole or in part is binding unless it is in writing and duly executed by each Party.
RS13.4 Waiver. No waiver of any provision in this Contract will constitute a waiver of any other provision, whether similar or not, nor will such waiver constitute a continuing waiver unless otherwise expressly provided.
RS13.5 Conflicts. If Customer sends Black Diamond a purchase order in respect of the Services or the Equipment, then that purchase order will be used to assist Customer in its internal accounting only and any terms or conditions contained in such purchase order will have no effect whatsoever on this Contract. Where any conflict exists between these Terms and Conditions and the Cover Page, the Cover Page will take precedence.
RS13.6 Assignment. Black Diamond may assign this Contract in whole or in part upon notice to Customer. Customer must not assign this Contract without Black Diamond’s prior written consent, which consent may be withheld at Black Diamond’s sole and absolute discretion. Any assignment that is attempted without Black Diamond's consent will be null and void.
RS13.7 Remedies. The rights and remedies of the Parties under this Contract are cumulative and in addition to, and not in substitution for any rights or remedies provided by Laws. Any single or partial exercise by a Party of any right or remedy for default or breach of any term, covenant or condition of this Contract does not waive, alter or prejudice any other right or remedy which such Party may be lawfully entitled to for the same default or breach, except as specified elsewhere in this Contract.
RS13.8 Notices. Every notice, consent or other communication to be given under this Contract must be in writing and sent by mail or personal delivery to the other Party's address indicated on the cover page, and is considered delivered when: ( (a) if mailed, 5 Business Days following the date it was mailed; or (b) if personally delivered, at the time of delivery if it is delivered before 4 p.m. on a Business Day, otherwise it will be deemed delivered on the next following Business Day. If, at any time that a Party intends to provide a notice under this Contract there is a postal labour disruption or other interruption that would reasonably be expected to impact delivery, it must deliver such notice to the other Party by an alternate manner contained in this Section. Either Party may change its address for notice by providing written notice of such change to the other Party.
RS13.9 Severability. If any provision of this Contract is determined to be invalid, illegal or unenforceable in whole or in part, such invalidity, illegality or unenforceability will attach only to such provision and all other provisions in this Contract will continue in full force and effect.
RS13.10 Entire Contract. This Contract constitutes the entire agreement between the Parties pertaining to the rental of Equipment and provision of Services and supersedes all prior agreements, understandings, negotiations and discussions between the Parties, whether oral or written.
RS13.11 Survival. Sections RS3.1 to RS3.5, RS5.2 to RS5.6, RS5.8, RS7.0, RS10.1, RS11.0, RS12.0, RS13.1, RS13.4, RS13.7, SS15.0, SS16.1, SS16.2, SS17.1, SS17.2 and SS18.0 of this Contract will survive and continue in full force and effect for the benefit of, and will be binding upon, the Parties following the end of the Rental Term.
RS13.12 Interpretation. The following will apply to the interpretation of this Contract:(a) Headings do not affect interpretation or construction, (b) References to a 'Section' are to a specific Section of this Contract, (c) Words importing the singular number include the plural and vice versa, (d) There is to be no negative inference drawn against a Party as a result of its having drafted or made amendments to the documents, (e) 'Including', 'includes' and similar terms means without limitation, and (f) All amounts calculated or payable under this Contract are in Canadian dollars.
RS13.13 Counterparts. This Contract and Change Orders may be executed and delivered by email copies, provided that the receiving Party confirms receipt of such email, in separate counterparts each of which when so executed and delivered will constitute one and the same document.
RS13.14 Public Reference. Neither party shall use the other party’s legal name, trade name, brand, or trademark in any (i) advertising; (ii) promotional, marketing or publicity materials; (iii) website; or (iv) any similar fashion without the prior written consent of the other party.
The schedule and price for the Services is predicated on the Services being provided on a continuous, one-time basis, with workdays of 10 hours per day and a scheduled working rotation of 21 days on-Site and 7 days off-Site, unless otherwise set out in the Cover Page. The schedule and price for the Services is based on the building codes and acceptable building practices as of the ‘Effective Date' and any costs associated with changes will be invoiced to Customer. Customer is not to occupy or use the Equipment until Delivery has occurred. Customer must permit Black Diamond to use Customer's onsite facilities, including those pertaining to first aid, power, sanitation, office space and telephone.
If the performance of any Services are delayed due to (i) Site access conditions or Site conditions, (ii) Customer not fulfilling its obligations under this Contract or (iii) delay caused by Customer, Customer will be invoiced for costs arising from such delay at Black Diamond’s actual cost plus 15%, in addition to all Rent which is payable as of the time set out in the Cover Page.
SS16.0 Transportation Services
SS16.1 Transportation Permits and Fees. Customer must obtain and pay for all permits and fees related to the Transportation Services, including those pertaining to bridge, road and turnpike tolls, ferry and tunnel charges, government and regulatory fees and special permissions. If Customer fails to obtain or pay for any of those, then Black Diamond may, in its sole discretion, do so and invoice the amount paid to Customer. Customer will be invoiced for any costs or ‘bush time’ at times when trucks are unable to maintain an average speed of at least 50 km/hour.
SS16.2 Site Access. Customer must provide Black Diamond with access to the Site, and provide reliable and accurate information regarding transportation, the Site conditions and access at least 5 Business Days prior to the date that the Equipment is to be transported to or from the Site.
SS16.3 Loss or Damage. Black Diamond will not be responsible for any loss or damage to the Equipment during transportation unless details are noted on the bill of lading presented at the time of delivery to the Site.
SS17.0 Installation Services and Dismantle Services
SS17.1 Site Preparation. Customer must supply sufficient survey lines and grades to enable Black Diamond to perform the Services without the use of a surveyor. Customer must clear the Site of snow or debris. Before the performance of any Installation Services, Customer must ensure that: (a) the portion of the Site where the Equipment is to be installed meets the following specifications: (i) minimum soil bearing pressure of 3,000 pounds per square foot, and Customer must provide evidence to Black Diamond which illustrates that this specification has been met; and (ii) maximum slope and tolerance of not more than 4 inches from level for any one Complex; and (b) the portion of the Site where Installation Services or Dismantle Services are to be performed meets the following specifications: (i) there will be a working area that is 60 feet wider than the Complex, on each side of the Complex, if applicable; and (ii) the maximum slope tolerance for the working area will not exceed 1 foot in 12 feet. Unless otherwise specified in the Cover Page, Customer must ensure that sewer, water and fuel connection points are available not less than 6 inches above ground level and to within 3 feet of the stub-outs on the Complexes, and Black Diamond will designate the connection points of each Module or Complex, if applicable. Unless specified in the Cover Page, as part of Installation Services and Dismantle Services, all sewer, water and fuel lines between the Complex stub-outs and Customer's connection points are to be supplied, installed, tested and disconnected by Customer, if applicable. Customer must ensure that there are electrical connections to Black Diamond service entrances, and Customer must adequately ground the electrical system,
supply and install all required meters, masts, transformers, disconnects or any other related connections or disconnections unless otherwise specified in the Cover Page. If the specifications in this Section are not met, then Black Diamond will be under no obligation to complete the Services or perform any Maintenance Plan and any Warranty will not be valid, but Customer must pay all Charges.
SS17.2 Permits and Inspections. Unless otherwise specified in the Cover Page, Customer will be responsible for obtaining and paying for all permits and third-party inspections related to the Installation Services, Dismantle Services or the possession, occupation or use of the Equipment. If Customer fails to obtain or pay for any of those, then Black Diamond may, in its sole discretion, do so and invoice the amount paid to Customer.
RS18.0 Extra Services.
Black Diamond may, in its sole discretion, decide to perform the Extra Services, and in such event Customer must pay Black Diamond the Extra Charges.