VIEWS: 29 PAGES: 12 CATEGORY: Equipment Leases and Agreements POSTED ON: 11/19/2011
This is an agreement to lease equipment pursuant to the specific terms and conditions as negotiated by the parties. It contains numerous standard provisions as well as opportunities for customization to address the specific needs of the parties. The agreement contains payment, indemnification and insurance provisions. However, it also contains a disclaimer of warranties and expressly states that the equipment is leased "as is" and with all faults. This document is useful for individuals or businesses located in North Dakota seeking to lease equipment without a warranty.
Docstoc Legal Agreements This is an agreement to lease equipment pursuant to the specific terms and conditions as negotiated by the parties. It contains numerous standard provisions as well as opportunities for customization to address the specific needs of the parties. The agreement contains payment, indemnification and insurance provisions. However, it also contains a disclaimer of warranties and expressly states that the equipment is leased "as is" and with all faults. This document is useful for individuals or businesses located in North Dakota seeking to lease equipment without a warranty. ® DISCLAIMERS: ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING AS TO THEIR LEGAL EFFECT AND COMPLETENESS. They are for general guidance and should be modified by you or your attorney to meet your specific needs and the laws of your state. Use at your own risk. 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All Rights Reserved AGREEMENT TO LEASE EQUIPMENT (WITH WARRANTY) THIS AGREEMENT TO LEASE EQUIPMENT (the “Lease Agreement”) is made and effective on ______ [Month] ____ [Date], 20____ [Year], by and between _____________________________ [Instruction: Insert the name of the person owning the equipment/lessor], located at __________________________________________ [Instruction: Insert the address of the Lessor] (hereinafter referred to as “Lessor”) and _______________________________ [Instruction: Insert the name of Lessee], located at __________________________________ [Instruction: Insert the address of the Lessee] (hereinafter referred to as “Lessee”). Lessor and Lessee may be individually referred to as “Party” and collectively as the “Parties”. WHEREAS, Lessor is the sole owner of that certain equipment describe in Exhibit A; WHEREAS, Lessee wishes to lease the equipment from Lessor in accordance with the term of this Agreement; WHEREAS, each party is duly authorized and capable of entering into this Lease Agreement; NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth, the Parties hereto agree as follows: 1. Lease Lessor agrees to lease to Lessee, and Lessee agrees to lease and rent from Lessor, the equipment more fully described in Exhibit A, (the “Equipment”), on the terms and conditions of this Lease Agreement. 2. Term and Payment See the attached Exhibit B. 3. Shipping [Instruction: choose any one clause from below] Lessee shall be responsible for shipping the Equipment to Lessee's premises. OR Lessor shall be responsible for shipping the Equipment to Lessee's premises. 4. Use Lessee shall use the Equipment in a careful manner, shall make all necessary repairs at Lessee's expense, and 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. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 2 5. Disclaimer of Warranties and Claims; Limitation of Remedies LESSOR, NOT BEING THE MANUFACTURER OF THE EQUIPMENT NOR THE MANUFACTURER'S AGENT, MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND WHATSOEVER WITH RESPECT TO THE EQUIPMENT, INCLUDING, BUT NOT LIMITED TO, THE MERCHANTABILITY OF THE EQUIPMENT OR ITS FITNESS FOR ANY PARTICULAR PURPOSE; THE DESIGN OR CONDITION OF THE EQUIPMENT; THE QUALITY OR CAPACITY OF THE EQUIPMENT; THE WORKMANSHIP IN THE EQUIPMENT; COMPLIANCE OF THE EQUIPMENT WITH THE REQUIREMENT OF ANY LAW, RULE, SPECIFICATION, OR CONTRACT PERTAINING THERETO; PATENT INFRINGEMENT; OR LATENT DEFECTS. LESSEE LEASES THE EQUIPMENT "AS IS" AND WITH ALL FAULTS. Lessee accordingly agrees not to assert any claim whatsoever against Lessor for loss of anticipatory profits or consequential damages. Lessor shall have no obligation to install, erect, test, service, or maintain the Equipment. Lessee shall look to the manufacturer and/or seller for any claims related to the Equipment. IF THE EQUIPMENT IS NOT PROPERLY INSTALLED, DOES NOT OPERATE AS REPRESENTED OR WARRANTED BY THE SUPPLIER OR MANUFACTURER, OR IS UNSATISFACTORY FOR ANY REASON, REGARDLESS OF CAUSE OR CONSEQUENCE, LESSEE'S ONLY REMEDY, IF ANY, SHALL BE AGAINST THE SUPPLIER OR MANUFACTURER OF THE EQUIPMENT AND NOT AGAINST LESSOR. LESSOR HEREBY ACKNOWLEDGES THAT ANY MANUFACTURER'S AND/OR SELLER'S WARRANTIES ARE FOR THE BENEFIT OF BOTH LESSOR AND LESSEE. NOTWITHSTANDING THE FOREGOING, LESSEE'S OBLIGATIONS TO PAY THE RENTALS OR OTHERWISE UNDER THIS LEASE SHALL BE AND ARE ABSOLUTE AND UNCONDITIONAL. TO THE EXTENT PERMITTED BY THE MANUFACTURER OR SELLER, AND PROVIDED LESSEE IS NOT IN DEFAULT UNDER THIS LEASE, LESSOR SHALL MAKE AVAILABLE TO LESSEE ALL MANUFACTURER AND/OR SELLER WARRANTIES WITH RESPECT TO EQUIPMENT. 6. Ownership The Equipment is, and shall remain, the property of Lessor, and Lessee shall have no right, title, or interest therein or thereto except as expressly set forth in this Lease Agreement. The Equipment shall remain personal property even if installed in or attached to real property. 7. Surrender Lessee acquires no ownership rights in the Equipment and has no option to purchase the same. Upon the expiration or termination of this Lease Agreement, or in the event of a default pursuant to Paragraph 12 hereof, Lessee, at its expense, shall return the Equipment in good condition and shall perform any required repair work; however, it is understood and agreed that ordinary wear and tear resulting from proper use thereof alone is expected and expectable. Lessor shall deliver the Equipment, packed and ready for shipment, to such place or carrier as Lessor may specify. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 3 8. Loss and Damage Lessee shall 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 Agreement. In the event of loss or damage of any kind whatsoever to the Equipment, Lessee shall, at Lessor's option: a) Place the same in good repair, condition, and working order; or b) Replace the same with like equipment in good repair, condition, and working order; or c) Pay to Lessor the replacement cost of the Equipment. 9. Insurance _________________________________________ [Instruction: Insert Lessor or Lessee or Both Parties as applicable] shall have an obligation to obtain, continuously maintain, and pay for: [Instructions and Comments: There exists no federal law, including Consumer Leasing Act, or state laws making mandatory for Lessee or Lessor to maintain any specific insurances. However, it is advisable for Lessors to include appropriate insurances from below:] a. All risk insurance against loss of and damage to the Equipment for not less than the full replacement value of the Equipment, naming _________ [Instruction: Insert Lessor legal/entity name to whom the claim from a loss is to be paid] as loss payee. b. Combined public liability and property damage insurance with limits as approved by ________ [Instruction: Insert Lessor or Lessee or them as applicable], naming ____________ [Instruction: Insert the other Party or them as applicable] as named insured and a loss payee. c. Commercial General Liability. d. Lessor named as “Additional Insured” with regards to General Liability. e. Waiver of Subrogation concerning Workers Compensation, The insurance shall be in such form and with such company or companies as shall be reasonably acceptable to Lessor, shall provide at least ___________ (___) [◊Thirty (30)] days advance written notice to Lessor of any cancellation, change, or modification, and shall provide primary coverage for the protection of Lessee and Lessor without regard to any other coverage carried by Lessee or Lessor protecting against similar risks. Lessee shall provide Lessor with an original policy or certificate evidencing such insurance. Lessee hereby appoints Lessor as Lessee's attorney in fact with power and authority to do all things, including, but not limited to, making claims, receiving payments, and © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 4 endorsing documents, checks, or drafts necessary or advisable to secure payments due under any policy of insurance required under this Lease Agreement. 10. Taxes Lessee shall keep the Equipment free and clear of all levies, liens, and encumbrances. Lessee, or Lessor at Lessee's expense, shall report, pay, and discharge when due all license and registration fees, assessments, sales, use and property taxes, gross receipts, taxes arising out of receipts from use or operation of the Equipment, and other taxes, fees, and governmental charges similar or dissimilar to the foregoing, together with any penalties or interest thereon, imposed by any state, federal, or local government or any agency, or department thereof, upon the Equipment or the purchase, use, operation, or leasing of the Equipment or otherwise in any manner with respect thereto and whether or not the same shall be assessed against or in the name of Lessor or Lessee. However, Lessee shall not be required to pay or discharge any such tax or assessment so long as it shall, in good faith and by appropriate legal proceedings, contest the validity thereof in any reasonable manner which will not affect or endanger the title and interest of Lessor to the Equipment; provided, Lessee shall reimburse Lessor for any damages or expenses resulting from such failure to pay or discharge. 11. Indemnity Lessee shall indemnify Lessor against, and hold Lessor harmless from, any and all claims, actions, suits, proceedings, costs, expenses, damages, and liabilities, including reasonable attorney's fees and costs, arising out of, connected with, or resulting from Lessee's possession or use of the Equipment, including without limitation, the manufacture, selection, delivery, possession, use, operation, or return of the Equipment. Such indemnification shall survive the expiration, cancellation, or termination of this Lease Agreement. 12. Default If Lessor or Lessee is in default under the Lease Agreement, the party seeking enforcement may reduce the other party's claim to judgment, or otherwise enforce the Lease Agreement by self-help or any available judicial or non-judicial procedure, including administrative proceeding, arbitration, or the like. By Lessor: Lessor shall be in default of this Lease Agreement if: a. Lessor fails to deliver the Equipment in conformity to the Lease Agreement; or b. Repudiates the Lease Agreement. By Lessee: Lessee shall be in default of this Lease Agreement if: a. Lessee wrongfully rejects or revokes acceptance of Equipment; or © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 5 b. Lessee shall fail to make any payment due under the terms of this Lease Agreement for a period of ___________ (___) [◊ Ten (10)] days from the due date thereof; or c. Lessee shall fail to observe, keep, or perform any other provision of this Lease Agreement; or d. Lessee has made any misleading or false statement in connection with, application for, or performance of this Lease Agreement; or e. The Equipment or 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 actually or constructively abandon the Equipment or permit any other entity or person to use the Equipment without the prior written consent of Lessor; or f. Lessee dies or ceases to exist; or g. Any proceeding under the Bankruptcy Act, as amended, is commenced by or against Lessee, or if Lessee is adjudged insolvent, or if Lessee makes any assignment for the benefit of his creditors, or if a writ of attachment or execution is levied on the Equipment and is not released or satisfied within a period of ___________ (___) [◊Ten (10)] days thereafter, or if a receiver is appointed in any proceeding or action to which Lessee is a party with authority to take possession or control of the Equipment. 13. Remedies To Lessor: 1. If Lessee is in default under the Lease Agreement the Lessor may: a. cancel the Lease Agreement; b. proceed respecting Equipment not identified to the Lease Agreement; c. withhold delivery of the Equipment and take possession of Equipment previously delivered; d. stop delivery of the Equipment by any bailee; e. dispose of the Equipment and recover damages, or retain the Equipment and recover damages, or in a proper case recover rent; f. exercise any other rights or pursue any other remedies provided in the Lease Agreement. 2. If Lessor does not fully exercise a right or obtain a remedy to which Lessor is entitled as per the foregoing, Lessor may recover the loss resulting in the ordinary course of events from Lessee's default as determined in any reasonable manner, together with incidental damages, less expenses saved in consequence of Lessee's default. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 6 3. If Lessee is otherwise in default under the Lease Agreement, Lessor may exercise the rights and pursue the remedies provided in the Lease Agreement which may include a right to cancel the Lease Agreement. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 7 To Lessee: 1. If Lessor is in default under the Lease Agreeement Lessee may: a. cancel the Lease Agreement; b. recover so much of the rent and security as has been paid and is just under the circumstances; c. cover and recover damages as to Equipment affected whether or not it has been identified to the Lease Agreement, or recover damages for non delivery; d. exercise any other rights or pursue any other remedies provided in the Lease Agreement; e. if the Equipment has been identified, recover it; or f. in a proper case, obtain specific performance or replevy the Equipment. 2. If Lessor is otherwise in default under the Lease Agreement, Lessee may exercise the rights and pursue the remedies provided in the Lease Agreement, which may include a right to cancel the Lease Agreement. 3. If Lessor has breached a warranty, whether express or implied, Lessee may recover damages. 14. Modification The parties hereby agree that this document contains the entire agreement between the parties and this Lease Agreement shall not be modified, changed, altered, or amended in any way except through a written amendment signed by all of the parties hereto. 15. Notice Any notice required or permitted under this Lease Agreement or under state law shall be deemed sufficiently given or served if sent by United States certified mail, return receipt requested, addressed as follows: If to Lessor to: _____________________________________ _____________________________________ _____________________________________ _____________________________________ If to Lessee to: _____________________________________ _____________________________________ _____________________________________ © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 8 _____________________________________ Lessor and Lessee shall each have the right from time to time to change the place notice is to be given under this paragraph by written notice thereof to the other party. 16. Validity If any provision of this agreement is held to be invalid, such invalidity shall not affect the validity or enforceability of any other provision of this agreement. 17. Assignment Lessee shall not assign this Lease Agreement or its interest in the Equipment without the prior written consent of Lessor. 18. Headings Headings used in this Lease Agreement are provided for convenience only and shall not be used to construe meaning or intent. 19. Governing law This Lease Agreement shall be governed, construed and interpreted by, through and under the Laws of the State of North Dakota. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals as of the date first here written; ______________________________________________ [Lessor] Signature ______________________________________________ Name of Lessor ______________________________________________ [Lessee] Signature ______________________________________________ Name of Lessee © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 9 EXHIBIT A [Instruction: Insert description of equipment to be leased] EQUIPMENT DESCRIPTION Sl.No Manufacturer Model Quantity Serial Number 1 ABC K27 10 NA © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 10 EXHIBIT B [Instruction: Insert Term and payment plan] Term and Payment Number of Rental Lease Payable End of lease amount + term in provision S.NO payment applicant months __________ Monthly taxes __________ Quarterly __________ Others © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 11
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