Terms & Conditions
For and in consideration of the covenants and agreements by the Client to pay the total payment agreement herein provided for and to perform the terms, covenants and conditions on the Client’s part herein contained, the Owner hereby Agreements, and lets unto the Client, and the Client hereby teases and takes from the Owner, each unit at equipment described above and hereinafter referred to as “said equipment”, for the term set forth above (commencing on the date of the first delivery at any of the said equipment to the Client) and upon and subject to the covenants, conditions and provisions hereinafter set forth
1. PAYMENT. For the use of said equipment, the Client shall pay to the Owner at the Owner’s office, at 3975 Milford Rd., Westbank, BC V4T 1X2 Canada, a total monthly payment equal to the amount of each monthly payment specified above multiplied by the number of monthly payments specified above. The first payment shall become due upon the execution hereof by Client and subsequent monthly payments in every calendar month, or other calendar period, after the month of shipment on the 1st of such month or period. Monthly payment hereunder is payable without abatement. The Client hereby agrees to authorize Laser Systems Direct, the said Owner of the property, to draft the total monthly payments automatically using its credit card via PayPal services.
2. EQUIPMENT DESCRIPTION. The Client authorizes the Owner to complete the description of said equipment above with the insertion of Serial numbers and other details specifically identifying said equipment.
3. REPRESENTATIONS AND WARRANTIES. Each unit of said equipment listed hereunder is of a size, design and capacity personally chosen end selected by the Client and the Client is satisfied that the same is suitable for its purposes and the Owner has made no representation or warranty with respect to the suitability or durability of any such unit for the purposes or uses of the Client, or any other representation or warranty express or implied with respect thereto.
The Client acknowledges that said equipment hereby listed was personally chosen end selected by the Client for business purposes, and purchased at the Client’s request from a supplier designated by the Client. Consequently, the Client takes full responsibility for the choosing and the selection, and will look only to the supplier for warranty against latent defects or other matters, the Owner hereby conveying expressly and without reserve to the Client all warranties, if any, resulting from the sale of said equipment entered into with the supplier. The Client renounces the right to any claim or defense against the Owner relating to said equipment. In the event of an action brought by the Owner for default under the provisions of this Agreement, the Client waives all defenses predicated on the failure of said equipment to perform the function for which it was designed and further acknowledges and agrees that such failure shall not be deemed to be in breach of this Agreement.
4. GOVERNING LAW. This Agreement shall be interpreted and enforced in accordance with the laws of the State or Province wherein said equipment is to be located according to the terms hereof. Owner and Client hereby acknowledge that they have required this Agreement and all related documentation be drawn up in the English language. Le Locateur et le Locataire reconnaissent avoir exigé que le présent accord et les documents qui s’y rattachent soient rédigés en anglais.
5. EQUIPMENT OWNED BY OWNER. This agreement is one of use of equipment only and the Client shall not have or acquire any right, title or interest in or to said equipment except the right of the Client and its competent employees to use or operate said equipment as provided herein, and except under the provision of completion of a 2-year payment agreement or two 1-year consecutive payment agreements.
6. LOSS OR DAMAGE TO EQUIPMENT. The Client assumes the entire risk of loss or damage to said equipment from any cause whatsoever. No loss or damage to said equipment or any part thereof shall affect or impair the obligations of the Client hereunder which shall continue in full force and effect. It is understood and agreed that release shall not prejudice the subrogation rights of any insurance carrier.
7. NO SUBAGREEMENT OR ASSIGNMENT OF AGREEMENT BY CLIENT. The Client shall not transfer, deliver up possession of or sublet said equipment and this Agreement shall not be assignable by the Client without written permission of the Owner, which permission shall not be unreasonably withheld. Nothing contained herein shall prevent the Owner from assigning, pledging, mortgaging, transferring or otherwise disposing, either in whole or in part, of the Owner’s rights hereunder.
8. MAINTENANCE AND INSPECTION OF EOUIPMENT. The Client shall at all times and at the Client’s own expense keep said equipment in good and efficient working order arid repair and shall furnish any and all parts, mechanisms and devices required to keep said equipment in good mechanical and working order. The Owner, its employees and/or agents shall at all times have access to said equipment for the purpose of inspecting it. The Client shall not, without the prior written consent of the Owner, make any alterations, additions or improvements to said equipment. All such alterations, additions or improvements so made shall belong to and remain the property of the Owner.
9. COMPLIANCE BY CLIENT WITH ALL LAWS, ORDINANCES, ETC. The Client shall comply with and conform to all laws, ordinances and regulations present or future, in any way relating to the ownership, possession, use or maintenance of said equipment throughout the term of this Agreement and to the perfect exoneration from liability of the Owner.
10. EQUIPMENT TO BE KEPT FREE OF LEVIES, PRIVILEGES, LIENS, CHARGES, ETC. The Client shall keep said equipment free of levies, privileges, liens and encumbrances and shall pay all licence fees, registration fees, assessments, charges and taxes (Municipal, State, Provincial and Federal), which may be levied or assessed, directly or indirectly, against or on account of said equipment or any interest therein or use thereof. If the Client shall fail to pay such licence lees, registration tees, assessments, charges and taxes the Owner may pay such licence tees, registration tees, assessments, charges and taxes as the case may be in which event the cost thereof shall be forthwith due and payable by the Client.
11. INDEMNIFICATION OF OWNER BY CLIENT. The Client shall indemnify the Owner against and hold the Owner harmless from any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including legal fees, arising out of, connected with, or resulting from said equipment including without limitation, the manufacture, selection, delivery, installation, possession, use, operation or return of said equipment or otherwise on account of any personal injury or death or damage to property occasioned by said equipment or the negligence of employees, servants or agents of Client, or on account of any infringement or alleged infringement of patent occasioned by the operation of said equipment.
12. INSURANCE. As and from the earlier of the date upon which the Owner acquires ownership of, or title to, the said equipment or the date on which the Owner may have any risk, responsibility or liability therefore, and thereafter throughout the term of this Agreement, the Client shall at its sole expense, place end maintain, in a form, with an insurer, and with coverage and limits, in each case, acceptable to the Owner: (a) “all risks” insurance against the loss of or theft of or damage to said equipment, for the full replacement value thereof, naming the Owner as a loss payee; and (b) public liability and property damage insurance, naming the Owner as additional insured, covering any liability in respect of the use, operation, possession and ownership of the said equipment. Such insurance policies shall contain a clause requiring the insurer to give to the Owner at least thirty days’ prior written notice of any alteration in the terms of such policy or of the cancellation thereof. At the Owner’s request, the Client shall furnish to the Owner a certificate of insurance or other evidence satisfactory to the Owner that such insurance coverage is in effect; provided, however, that the Owner shall be under no duty either to ascertain the existence of or to examine such insurance policy or to advise the Client in the event that such insurance coverage shall not comply with the requirements hereof. Upon failure of the Client to provide evidence of insurance satisfactory to the Owner, the Owner shall have the right, but not the obligation, to purchase or otherwise provide such insurance protecting the Owner’s interest and the cost thereof to the Client (including without limitation, the full premium paid for such insurance and any customary charges or fees of the Owner or the Owner’s designee associated with such insurance) shall be deemed additional rent hereunder and shall be payable by the Client on demand as and when directed by the Owner. Notwithstanding the tact that there may be insurance required hereunder, or the proceeds from such insurance may be made available to the Client, any and all risk of loss or damage to the equipment arising from any cause whatsoever shall be borne by the Client and the Client, in addition to the obligations assumed under Clause 11 of this Agreement, agrees to indemnify the Owner for any toss of or damage to the said equipment.
13. EQUIPMENT TO REMAIN PERSONAL PROPERTY. The said equipment shall at all times during the term of this Agreement be and remain personal or movable property, regardless of the manner in which it may be attached to any real estate. The Client shall install said equipment in a manner which will permit its removal without material injury to the place of installation. The Client shall be responsible for any damage done to any real or immovable property, building or structure by the removal of said equipment and shall indemnify and save harmless the Owner therefrom.
14. TERMINATION ON DEFAULT. Upon the occurrence of any event of default, the Client agrees to pay an administration fee of $25 plus any other incidental fees incurred by the Owner due to the payment default. In addition, the Owner shall be entitled at its option, exercisable by written notice to the Client, to declare the Client to be in default whereupon the Client shall be obligated to return said equipment to the Owner and shall also be liable to the Owner for the payment of liquidated damages, which shall be calculated as follows: (i) by calculating the entire amount of the then unpaid monthly payments for the remainder of the term of this Agreement, each such monthly payment to be subject to a discount equal to interest at the rate of (5%) per annum on each monthly payment calculated and compounded monthly over the period commencing on the date of the aforesaid notice and ending on the date on which such monthly payment would have become due and payable under the terms of this Agreement; and (ii) by adding to the sum calculated according to (i), any amount due and unpaid hereunder, and (iii) by deducting from the sum calculated according to (ii) the net proceeds of the sale, use or other disposition of said equipment after deduction of expenses as hereinafter defined. Said liquidated damages shall be conclusively deemed to be a genuine pre-estimate by the parties hereto of the damages suffered by Owner in the circumstances and not a penalty. The said expenses shall include, without limiting the generality of the foregoing, all legal fees and other expenses incurred by the Owner in attempting to enforce the provisions of this Agreement or to recover damages for a breach thereof, including costs and expenses associated with the sale of said equipment.
15. EVENTS OF DEFAULT. Any of the following shall each constitute an “event of default”: Ii) the failure of the Client to pay any instalment of the monthly payment or any other amount due under the terms of this Agreement; (ii) the breach of any covenant or condition contained in this Agreement; (iii) the subjection of said equipment to any lien, levy, privilege, seizure or attachment; (iv) any assignment by the Client for the benefit of creditors; (v) the admission of the Client in writing of its inability to pay its debts generally as they become due; (vi) the appointment of a receiver, trustee or similar official for the Client or for any of its property; (vii) the filing by or against the Client of a petition in bankruptcy or a petition for the reorganization or liquidation of the Client under any Federal, State or Provincial laws; (viii) any other act of bankruptcy by the Client.
16. ASSIGNMENT BY OWNER. Should the Owner assign the sums due and to become due hereunder to any bank, insurance company or other lending agency (of which assignment the Client hereby waives notice and signification), the Client shall recognize such assignment and should the Owner default in the performance of any of the terms and conditions of this Agreement, the Client may not, as to such assignee, terminate this Agreement or subject the Client’s obligations to pay money under this Agreement to any diminution or right of set-off or compensation. Nothing herein contained shall release the Owner from its obligation to perform any duty, covenant or condition required to be performed by an Owner under the terms of this Agreement should the same be so assigned.
17. RETURN OF EOUIPMENT UPON TERMINATION. Upon termination of this Agreement for any reason, the Client shall at its cost return said equipment to the Owner at a place designated by the Owner and if the Client fails to do so, the Owner shall have the right to enter upon the premises where said equipment may be and have possession of and remove it at the Client’s expense, all without legal process. In the event that with or without the consent of Owner, Client remains in the possession of or uses said equipment after the expiration of the Initial Term of this Agreement or renewal thereof, all the provisions of this Agreement shall apply thereto unless and until the same has been surrendered pursuant to the terms of this Clause, or Owner has relieved Client from its obligations under this Agreement with respect to said equipment, with the noted exceptions as listed under section 5. Nothing in this Clause shall have the effect of extending or renewing the term of this Agreement,
18. WAIVER BY OWNER. No covenant or condition of this Agreement can be waived except by the written consent of the Owner, and forbearance or indulgence by the Owner in any regard whatsoever shall not constitute a waiver of the covenant or condition to be performed by the Client to which the same may apply, and, until complete performance by the Client of said covenant or condition, the Owner shall be entitled to invoke any remedy available to the Owner under the Agreement or by law, despite said forbearance or indulgence.
19. INTEREST CHARGES. Should the Client fail to pay when due any monthly payment or any sum required to be paid to Owner, the Client shall pay interest on such delinquent payment from the due date thereof until paid at the rate of 1-1/2% per month.
20. TIME OF THE ESSENCE. Time is of the essence of this Agreement and of each and all of its provisions.
21. BINDING UPON SUCCESSORS, HEIRS AND ASSIGNS. This Agreement shall enure to the benefit of and be binding upon the successors, heirs and assigns of the respective parties hereto, provided that nothing contained in this Clause shall impair any of the provisions herein set forth prohibiting transfer or subletting of said equipment by the Client, or assignment of this Agreement by the Client.
22. HEADINGS. The headings in this Agreement are for convenience of reference only and shall not affect the interpretation thereof.
23. INTERPRETATION. It is hereby agreed by and between the parties hereto that whenever the contest of this Agreement so requires, the singular number shall include the plural and vice versa, and that words importing the masculine gender shall include the feminine and neuter genders, and that in case more than one client is named as Client, the liability of such Clients shall be joint and several.
24. NON-CANCELLABLE AGREEMENT. This Agreement cannot be cancelled or terminated except as expressly provided herein and will remain in force for the full term indicated herein.
25. LEGAL EXPENSES. If this Agreement is placed in the hands of a lawyer for collection or enforcement, the Client agrees to pay all costs, charges and expenses incurred by the Owner as well as reasonable legal fees which the Owner will be obliged to pay its lawyer.
26. LOCATION AND USE OF EQUIPMENT. The said equipment shall be located and used at the place of business of the Client or as designated on the reverse side hereof and shall not be removed therefrom without the prior written consent of the Owner.
27. WAIVER OF CLIENT. To the extent permitted by law, the Client hereby agrees that any Sections, Acts or Code of any Municipal, State, Provincial or Federal law that may from time to time be amended or replaced, shall have no force, effect or application to this Agreement or any agreement or instrument renewing, amending or extending this Agreement, and hereby releases and waives any and all rights and benefits and the protection given by the said Acts, Code or Sections thereof.
28. RENEWAL. If this Agreement is in good standing on the last day of the Initial Term the Client shall have the option to renew this Agreement on the terms and conditions hereof from year to year at the Renewal Payment shown above, it having been determined and agreed by the parties hereto that such amount represents the expected fair market value of the said equipment at the end of the Initial Term of this Agreement.
© 2008