LESSOR LEASE NUMBER
FULL LEGAL NAME AND AGGRESS OF LESSEE SUPPLIER OF EQUIPMENT
(COMPLETE ADDRESS)
JOINTLY AND SEVERALLY RESPONSIBLE
QUANTITY DESCRIPTION, MODEL #, CATALOG # OR OTHER IDENTIFICATION
EQUIPMENT LOCATION IF DIFFERENT:
STREET ADDRESS:
CITY: COUNTY STATE ZIP
TERMS:
AMOUNT OF EACH PAYMENT (PLUS SALES TAX IF APPLICABLE):
MONTHLY: TERM OF LEASE NO. OF PAYMENTS: SECURITY
OTHER (SPECIFY): (NO. OF MONTHS): DEPOSIT:
1. LEASE. Lessee hereby leases from Lessor, and Lessor leases to Lessee ,
the personal property described above, together with any replacement parts,
additions, repairs or accessories now or hereafter incorporated in or affixed
to it (hereafter referred to as the "Equipment").
2. ACCEPTANCE OF EQUIPMENT. Lessee agrees to inspect the Equipment and to
execute an Acknowledgment and Acceptance of Equipment by Lessee notice, as
provided by Lessor, after the Equipment has been delivered and after Lessee is
satisfied that the Equipment is satisfactory in every respect. Lessee hereby
authorizes Lessor to insert in this Lease serial numbers or other identifying
data with respect to the Equipment.
3. DISCLAIMER OF WARRANTIES AND CLAIMS; LIMITATIONS OF REMEDIES. THERE ARE
NO WARRANTIES BY OR ON BEHALF OF LESSOR. Lessee acknowledges and agrees
by his signature below as follows:
(a) LESSOR MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED AS TO THE
CONDITION OF THE EQUIPMENT. IT'S MERCHANTABILITY, IT'S FITNESS OR SUITABILITY
FOR ANY PARTICULAR PURPOSE, IT'S DESIGN, IT'S CAPACITY, IT'S QUALITY, OR WITH
RESPECT TO ANY CHARACTERISTICS OF THE EQUIPMENT;
(b) Lessee has fully inspected the Equipment which it has requested
Lessor to acquire and lease to Lessee, and the Equipment is in good condition
and to Lessee's complete satisfaction;
(c) Lessee leases the Equipment "as is" and with all faults;
(d) Lessee specifically acknowledges that the Equipment is leased to
Lessee solely for commercial or business purposes and not for personal,
family, household, or agricultural purposes;
(e) If the Equipment is not properly installed, does not operate as
represented or warrantied by the supplier or the manufacturer of the
Equipment;
(f) Provided Lessee is not in default under this Lease, Lessor assigns to
Lessee any warranties made by the supplier or the manufacturer of the
Equipment;
(g) LESSEE SHALL HAVE NO REMEDY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES
AGAINST LESSOR; and
(h) NO DEFECT, DAMAGE, OR UNFITNESS OF THE EQUIPMENT FOR ANY PURPOSE
SHALL RELIEVE LESSEE OF THE OBLIGATION TO PAY RENT OR RELIEVE LESSEE OF ANY
OTHER OBLIGATION UNDER THIS LEASE.
The parties have specifically negotiated and agreed to the foregoing
paragraph.
INITIALS:
4. STATUTORY FINANCE LEASE. Lessee agrees and acknowledges that it is the
intent of both parties to this Lease that it qualify as a statutory finance
lease under Article 2A of the Uniform Commercial Code. Lessee acknowledges
and agrees that Lessee has selected both (1) the Equipment ; and (2) the
supplier from whom Lessor is to purchase the Equipment. Lessee acknowledges
that Lessor has not participated in any way in Lessee's selection of the
Equipment or of the supplier, and Lessor has not selected, manufactured, or
supplied the Equipment.
LESSEE SHOULD CONTACT THE SUPPLIER OF THE EQUIPMENT FOR A DESCRIPTION OF
ANY SUCH RIGHTS.
5. ASSIGNMENT BY LESSEE PROHIBITED. WITHOUT LESSOR'S PRIOR WRITTEN CONSENT,
LESSEE SHALL NOT ASSIGN THIS LEASE OR SUBLEASE THE EQUIPMENT OR ANY INTEREST
THEREIN, OR PLEDGE OR TRANSFER THE LEASE, OR OTHERWISE DISPOSE OF THE
EQUIPMENT ----- HEREBY.
6. COMMENCEMENT; RENTAL PAYMENTS; INTERIM RENTALS. This Lease shall commence
upon the written acceptance hereof by Lessor and shall and upon full
performance and observance by Lessee of each and every term, condition and
covenant set forth in the Lease, any schedules hereto and any extensions
hereof. Rental payments shall be in the amounts and frequency as set forth on
the face of the Lease or any schedule hereto. In addition to regular rentals,
Lessee shall pay to Lessor interim rent for the use of the Equipment prior to
the due date of the first payment. Interim rent shall be in an amount equal
to that of the monthly rental, multiplied by the number of days elapsing
between the date on which the Equipment is accepted by Lessee and the
commencement date of this Lease, together with the number of days elapsing
between commencement of the Lease and the due date of the first payment. The
payment of interim rent shall be due and payable upon Lessee's receipt of this
invoice from Lessor. The rental period under the Lease shall terminate
following the last day or on the terms stated on the face hereof or in any
schedule hereto unless such Lease or schedule has been extended or otherwise
modified. Lessor shall have no obligation to Lessee under this Lease if the
Equipment, for whatever reason, is not delivered to Lessee within ninety (90)
days after Lessee signs this Lease. Lessor shall have no obligation to Lessee
under this Lease if Lessee fails to execute and deliver to Lessor an
Acknowledgement and Acceptance of Equipment by Lessee acknowledging his
acceptance of the Quipment within thrity (30) days after it is delivered to
Lessee, with respect to this Lease or any schedule hereto.
THIS LEASE IS NOT CANCELABLE OR TERMINABLE BY LESSEE.
SEE REVERSE SIDE FOR ADDITIONAL TERMS AND CONDITIONS WHICH ARE A PART OF THIS
LEASE.
LESSEE UNDERSTANDS AND ACKNOWLEDGES THAT NO BROKER OR SUPPLIER, NOR ANY
SALESMAN, BROKER, OR AGENT OF ANY BROKER OR SUPPLIER IS AN AGENT OF LESSOR.
NO BROKER OR SUPPLIER, NOR ANY SALESMAN, BROKER, OR AGENT OF ANY BROKER OR
SUPPLIER, IS AUTHORIZED TO WAIVE OR ALTER ANY TERM OR CONDITION OF THIS LEASE.
AND NO REPRESENTATION AS TO THE EQUIPMENT OR ANY OTHER MATTER BY THE BROKER OR
SUPPLIER, NOR ANY SALESMAN BROKER OR AGENT OF ANY BROKER OR SUPPLER SHALL IN
ANY WAY EFFECT LESSEE'S DUTY TO PAY THE RENTALS ND TO PERFORM LESSEE'S
OBLIGATIONS SET FORTH IN THIS LEASE.
7. CHOICE OF LAW. This Lease shall not be effective until signed by Lessor
at the principal office listed above. This Lease shall be considered to have
been made in the state of Lessor's principle place of business listed above
and shall be interpreted in accordance with the laws and regulations of the
state of Lessor's principal place of business.
Lessee agrees to jurisdiction in the state of Lessor's principal place of
business listed above in any action, suit or proceeding regarding the Lease,
and concedes that they and each of them, transacted business in the state of
Lessor's principal place of business listed above by entering into this Lease.
In the event of any legal action with regard to this Lease or the Equipment
covered hereby, Lessee agrees that venue may be set the County of Lessor's
principal place of business.
LESSEE: DATE: LESSOR: DATE:
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DATE:
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8. SECURITY DEPOSIT. As security for the prompt and full payment of the
amounts under the Lease and Lessee's complete performance of all of its
obligations under this Lease and any extension hereof, Lessee has deposited
with Lessor the security amount set forth in the section entitled "Security
Deposit". In the event any default shall be made in the performance of any of
the Lessee's obligations under this Lease, Lessor shal have the right, but
shall not be obligated, to apply
.
9. LIMITED PREARRANGED AMENDMENTS: SPECIFIC POWER OF ATTORNEY. In the event
it is necessary to amend the terms of this Lease to reflect a change in one or
more of the following conditions:
(a) Lessor's actual cost of procuring the Equipment; or
(b) Lessor's actual cost of providing the Equipment to Lessee; or
(c) A change in rental payments as a result of (1) or (2) above; or
(d) Description of the Equipment;
Lessee agrees that any such amendment shall be described in a letter from
Lessor to Lessee, and unless within 15 days after the date of such letter
Lessee objects in writing to Lessor, this Lease shall be deemed amended and
such amendments shall be incorporated in this Lease herein as if originally
set forth.
Lessee grants to Lessor a specific power of attorney for Lessor to use as
follows: (1) Lessor may sign and file on Lessee's behalf any document Lessor
deems necessary to perfect or protect Lessor's interest in the Equipment or
pursuant to the Uniform Commercial Code; and (2) Lessor may sign, endorse or
negotiate for Lessor's benefit any instrument regarding proceeds from any
policy of insurance covering the Equipment.
10. LOCATION. The Equipment shall be kept at the location specified above
or, if none is specified, at Lessee's address as set forth above and shall not
be removed without Lessor's prior written consent.
11. USE. Lessee shall use the Equipment in a careful manner, make all
necessary repairs at Lessee's expense, shall comply with all laws relating to
its possession, use, or maintenance, and shall not make any alterations,
additions, or improvements to the Equipment without Lessor's prior written
consent. All additions, repairs or improvements made to the Equipment shall
belong to Lessor.
12. OWNERSHIP; PERSONALTY. The Equipment is, and shall remain, the property
of Lessor, and Lessee shall have no right, title or interest in the Equipment
except as expressly set forth in this Lease. The Equipment shall remain
personal property even though installed or attached to real property.
13. SURRENDER. By this Lease, Lessee acquires no ownership rights in the
Equipment and acquires no option to purchase same. Upon the expiration, or
earlier termination or cancellation of this Lease, or in the event of a
default under Paragraph 21 hereof, Lessee, at its expense, shall return the
Equipment in good repair, ordinary wear and tear resulting from proper use
thereof excepted, by delivering it ready for shipment, to such place as Lessor
may specify.
14. RENEWAL. At the expiration of the Lease, Lessee shall return the
Equipment in accordance with Paragraph 13, hereof. At Lessor's option, this
Lease may be continued on a month-to-month basis until 30 days after Lessee
returns the Equipment to Lessor. In the event the Lease is so continued,
Lessee shall pay to Lessor rentals in the same periodic amounts indicated
under "Amount of Each Payment," above.
15. LOSS AND DAMAGE. Lessee shall at all times after signing this Lease bear
the entire risk of loss, theft, damage or destruction of the Equipment from
any cause whatsoever, and no loss, theft, damage or destruction of the
Equipment shall relieve Lessee of the obligation to pay rent or to comply with
any other obligation under this Lease. In the event of damage to any part of
the Equipment, Lessee shall immediately place in again in good repair at
Lessee's expense. If Lessor determines that any part of the Equipment is
lost, stolen, destroyed, or damaged beyond repair, Lessee shall at Lessee's
option do one of the following:
(a) Replace the same with like equipment in good repair, acceptable to Lessor;
or
(b) Pay Lessor in cash the following: (i) all amounts due by Lessee to Lessor
under this Lease up to the date of the loss; (ii) the accelerated balance of
the total amounts due for the remaining term of this Lease attributable to
said item, discounted to present value at a discount rate of 9% as of the date
of loss, and (iii) the Lessor's interest as of the time this Lease was entered
into of Lessor's residual interest in the Equipment discounted to present
value at a discount rate of 9%, as of the date of loss. Upon Lessor's receipt
of payment as set forth above, Lessee shall be to the Equipment without any
warranties. If insurance proceeds are used to fully comply with this
subparagraph, the balance of any such proceeds shall go to Lessee to
compensate for loss of use of the Equipment for the remaining term of the
Lease.
16. INSURANCE; LIENS; TAXES. Lessee shall provide and maintain insurance
against loss, theft, damage, or destruction of the Equipment in an amount not
less than the net replacement value of the Equipment, payable to Lessor.
Lessee also shall provide and maintain comprehensive general all-risk
liability insurance including but not limited to product, liability coverage,
insuring Lessor and Lessee, with a severability of interest endorsement, or
its equivalent, against any and all loss or liability for all damages, either
to persons or property or otherwise, which might result from or happen in
connection with the condition, use or operation of the Equipment, with such
limits and with an insurer satisfactory to Lessor. Each policy shall
expressly provide that said insurance as to Lessor and its assigns shall not
be invalidated by any act, omission, or neglect of Lessee and cannot be
canceled without 30 days' prior written notice to Lessor. As to each policy,
Lessee shall furnish to Lessor a certificate of insurance from the insurer,
which certificate shall evidence the insurance coverage required by this
paragraph. Lessor shall have no obligation to ascertain the existence of or
provide any insurance coverage for the Equipment or for Lessee's benefit if
Lessee fails to provide such insurance. Lessor will have the right, but no
obligation, to have such insurance protecting Lessor placed at Lessee's
expense. Such placement will result in an increase in Lessee's periodic
payment, such increase being attributed to Lessor's costs of obtaining such
insurance any customary charges or terms of Lessors or its designee associated
with such insurance.
Lessee shall keep the Equipment free and clear of all levies, liens and
encumbrances. Lessee shall pay all charges and taxes (local, state and
federal) which may now or hereafter be imposed upon the ownership, rental,
sale, purchase, possession or use of the Equipment, excluding, however all on
or measured by Lessor's net income if Lessee fails to pay said charges or
taxes. Lessor shall have the right, but shall not be obligated, to pay such
charges or taxes in that event. Lessor shall notify Lessee of such payment
and Lessee shall repay to Lessor the cost thereof within 15 days after such
notice is mailed to Lessee.
17. INDEMNITY. Lessee shall indemnify Lessor against any claims, actions,
damages or liabilities including all attorney's fees, arising out of or
connected with the Equipment, without limitation. Such indemnification shall
survive the cancellation or termination of this Lease. Lessee waives any
indemnity Lessee may have under any insurance with regard to indemnification
of Lessor.
18. ASSIGNMENT BY LESSOR.
19. SERVICE CHARGES; INTEREST. If Lessee shall fail to make any payment
required by this Lease within 10 days of the due date thereof, Lessee shall
pay to Lessor a service charge of 8% of the amount due, provided, however,
that not more than one such service charge shall be made on any delinquent
payment, regardless of the length of the delinquency in addition to the
foregoing service charge. Lessee shall pay to Lessor a $100 default fee with
respect to any payment which becomes thirty (30) days past due in addition.
Lessee shall pay to Lessor any actual additional expenses incurred by Lessor
in collection efforts, including but not limited to long-distance telephone
charges and travel expenses. Lessee shall pay to Lessor interest on any
delinquent payment or amount due under this Lease from the due date thereof
until paid, at the lesser of the maximum rate of interest allowed by law or
18% per annum.
20. TIME OF ESSENCE. Time is of the essence of this Lease, and this
provision shall not be impliedly waived by the acceptance on occasion of late
or defective performance.
21. DEFAULT. Lessee shall be in default if:
(a) Lessee shall fail to make any payment due under the terms of this Lease
for a period of 10 days from the due date thereof; or
(b) Lessee shall fail to observe, keep, or perform any provision of this
Lease, and such failure shall continue for a period of 10 days; or
(c) Lessee has made any misleading or false statement in connection with
application for or performance of this Lease; or
(d) The Equipment of any part thereof shall be subject to any lien, levy,
seizure, assignment, transfer, bulk transfer, encumbrance, application,
attachment, execution, sublease or sale without prior written consent of
Lessor, or if Lessee shall abandon the Equipment or permit any other entity or
person to use the Equipment without the prior written consent of Lessor; or
(e) Lessee dies or ceases to exist; or
(f) Lessee defaults on any other agreement it has with Lessor; or
(g) Any guarantor of this Lease defaults on any obligation to Lessor or any of
the above listed events of default occur with respect to any guarantor or any
such guarantor files or has filed against it a petition under the bankruptcy
laws.
22. REMEDIES. If Lessee is in default, Lessor, with or without notice to
Lessee, shall have the right to exercise any one or more of the following
remedies, concurrently or separately, and without any election of remedies
being deemed to have been made:
(a) Lessor may enter upon Lessee's priorities and without any court order or
other process of law may repossess and remove the Equipment or render the
Equipment unusable without removal, either with or without notice to Lessee.
Lessee hereby waives any trespass or right of action for damages by reason of
such entry, removal or. Any such repossession shall not constitute a
termination of this Lease unless Lessor so notifies Lessee in writing;
(b) Lessor may require Lessee, at its expense, to return the Equipment in good
repair, ordinary wear and tear resulting from proper use thereof alone
excepted, by delivering it, paced and ready for shipment, to such place as
Lessor may specify.
(c) Lessor may cancel or terminate this Lease and may retain any and all prior
payments paid by Lessee;
(d) Lessor may declare all sums due and to become due under this Lease
immediately due and payable, including as to any or all items of Equipment,
without notice or demand to Lessee;
(e) Lessor may re-lease the Equipment without notice to Lessee, to any third
party, upon such terms and conditions as Lessor alone shall determine, or may
sell the Equipment, without notice to Lessee, at private or public sale, at
which sale Lessor may be the purchaser;
(f) Lessor may sue for an recover from Lessee the sum of all unpaid rents and
other payments due under this Lease then accrued, all accelerated future
payments due under this Lease, discounted to their present value at a discount
rate of 9% as of the date of default, plus Lessor's estimate at the time this
Lease was entered into of Lessor's residual interest in the Equipment, reduced
to present value at a discount rate of 9% as of the date of default, less the
net proceeds of disposition, if any, of the Equipment;
(g) To pursue any other remedy available at law, by statute or in equity.
No right or remedy herein conferred upon or reserved to Lessor is exclusive of
any other right or remedy herein, or by law or by equity provided or
permitted, but each shall be cumulative of every other right or remedy given
herein or now or hereafter existing by law or equity or by statute or
otherwise, and may be enforced concurrently therewith or from time to time.
No single or partial exercise by Lessor of any right or remedy hereunder shall
preclude any other or further exercise or any other right or remedy.
23. MULTIPLE LESSEES. Lessor may, with the consent of any one of the Lessees
hereunder, modify, extend, or change any of the terms hereof without consent
or knowledge of the others, without in any way releasing, waiving or impairing
any right granted to Lessor against the others. Lessees and each of them are
jointly and severally responsible and liable to Lessor under this Lease.
24. EXPENSE OF ENFORCEMENT. In the event of any legal action with respect to
the Lease, the prevailing party in any such action shall be entitled to
reasonable attorney fees, including attorney fees incurred at the trial level,
including action in bankruptcy court, on appeal or review or incurred without
action, suits or proceedings, together with all costs and expenses incurred in
pursuit thereof.
25. ENTIRE AGREEMENT; NO ORAL MODIFICATIONS; NO WAIVER. This instrument
constitutes the entire agreement between Lessor and Lessee. No provision of
this Lease shall be modified or rescinded unless in writing signed by a
representative of Lessor. Waiver by Lessor of any provision hereof in the
instance shall not constitute a waiver in any other instance.
26. SEVERABILITY. This Lease is intended to constitute a valid and
enforceable legal instrument and no provision of this Lease that may be deemed
unenforceable shall in any way invalidate any other provision herein, all of
which shall remain in full force and effect.
LESSOR LEASE NUMBER
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LESSEE DATE OF LEASE
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ACKNOWLEDGEMENT AND ACCEPTANCE
OF EQUIPMENT BY LESSEE
Lessee hereby acknowledges that the Equipment described above has been
received in good condition and repair, has been properly installed, tested,
and inspected, and is operating satisfactorily in all respects for all of
Lessee's intended uses and purposes. Lessee hereby accepts unconditionally
and irrevocably the Equipment.
By signature below, Lessee specifically authorizes and requests Lessor to make
payment to the supplier of the Equipment. Lessee agrees that said Equipment
has not been delivered, installed, or accepted on a trial basis.
WITH THE DELIVERY OF THIS DOCUMENT TO LESSOR, LESSEE ACKNOWLEDGES AND AGREES
THAT LESSEE'S OBLIGATIONS TO LESSOR BECOME ABSOLUTE AND IRREVOCABLE AND LESSEE
SHALL BE FOREVER ESTOPPED FROM DENYING THE TRUTHFULNESS OF THE REPRESENTATIONS
MADE IN THIS DOCUMENT.
DATE OF ACCEPTANCE: LESSEE:
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IMPORTANT: THIS DOCUMENT HAS LEGAL AND FINANCIAL CONSEQUENCES TO YOU. DO NOT
SIGN THIS DOCUMENT UNTIL YOU HAVE ACTUALLY RECEIVED ALL OF THE EQUIPMENT AND
ARE COMPLETELY SATISFIED WITH IT.
I HEREBY AUTHORIZE ______________ TO ORALLY VERIFY MY/OUR ACCEPTANCE OF THE
ABOVE REFERENCED EQUIPMENT IN MY ABSENCE.
