Equipment Lease Agreement
For good and valuable consideration, the sufficiency of which is hereby acknowledged by the Parties, the Parties agree to the terms and conditions in this Agreement including the following additional terms and conditions:
1. Payment Terms. Customer agrees to pay all Rental payments when due, starting with the commencement date shown above and every 30 days (monthly) or 90 days (quarterly) thereafter for the Rental term. The amount of the Rental payment due from month to month or quarter to quarter may vary due to: local, state and other taxes owed on the Equipment, your tax processing fees, past due amounts, late fees, and other charges Customer may owe under this Agreement from time to time, as provided herein. This means that the amount of my Rental payment may change from time to time. The Parties hereby agree that this Agreement is made in, governed by, to be performed in, and shall be construed in accordance with the laws of the State of Florida. This Equipment is rented as is for business and/or professional purposes and this Agreement is not a consumer contract. Customer understands that Customer’s obligations under the Agreement become irrevocable upon my acceptance of the Equipment. Customer agrees to pay Vero Water (a) for all other products, services and equipment delivered plus the applicable tax; (b) the Equipment rental fee plus the applicable tax; and (c) all other fees and charges as provided in this Agreement. If you have elected to make payments by credit card, you authorize Vero Water to make a recurring charge each billing period against your credit card account. Vero Water shall not be liable for any fees or penalties imposed by your financial institution, including fees for insufficient funds or over-limit charges, in connection with such payments. Customer agrees to pay a returned check fee of $25.00 for any check that is returned unpaid. Any and all service, repair, damage, or other fees shall be due upon demand, or as otherwised billed by Vero Water to Customer.
2. Commencement of Rental; Rental Term: The commencement date for rent (the “Commencement Date”) shall be the date when the Equipment is installed and delivered. The rental payment is due without demand, and Vero Water is not obligated to send you an invoice in order for payment to be due. Payment is deemed received only when it is in the actual possession of Vero Water.
3. Default A: Customer will be in default of this Agreement if any of the following occurs: 1. Customer fails to pay any rental amount due within thirty (30) calendar days of the due date. 2. The Equipment becomes involved in any civil or criminal actions or suits or is seized by law enforcement agencies. 3. Customer (or any guarantor of its obligation hereunder) file or there is filed against Customer (or any guarantor of my obligation hereunder) a petition in U.S. Bankruptcy Court or the Customer becoming bankrupt or insolvent, or being a company making an assignment for the benefit of creditors or ceasing to do business as a going concern or entering into liquidation whether compulsory or voluntary or having a receiver appointed or taking or suffering any similar action in consequence of debt save for the purposes of amalgamation or reconstruction. 4. The Equipment is lost, stolen or destroyed. 5. Customer fails to return the Equipment at the end of the rental-term if Customer has chosen the option of returning the Equipment at the end of the rental-term. 6. Customer breaches any of terms of this Agreement. 7. The Customer’s abandonment of the Equipment or the location where the Equipment is located. 8. If an action to evict the Customer is brought by the Customer’s landlord. 9. If a foreclosure action is brought by the Customer’s lender. 9. The Customer’s fails to perform any of the terms and conditions on its part contained in this Agreement. 10. Customer attempts to or does request for any Vero Water employee, contractor, representative or agent to provide any services to it, whether related to Vero Water or otherwise, that are not expressly authorized under this Agreement by Vero Water, which shall include, but not be limited to, making any unauthorized repairs, movements, or adjustments to the Equipment or to any of the Customer’s equipment, furniture, fixtures, operating supplies, inventory and other machinery. Should any such unauthorized service be provided to the Customer, it will result in an automatic default under this section. 11. If the Customer provides Vero Water to any of its clients, guests, and/or customers in a Vero Water bottle or any bottle bearing the Vero Water trademark and does not charge its client, guest, and/or customer for the Vero Water (this shall not apply to refills for any client, guest, and/or customer).
4. Default B: Upon Default, Vero Water has the right, but not the obligation, to exercise any or all of the following remedies, to the extent permitted by law: 1. Terminate the Agreement without giving any notice. 2. Require the immediate payment of all amounts then due plus the unpaid balance of the amounts due for the original or extended term of the Agreement (as accelerated) discounted by an annual discount rate compounded monthly of at least 4%. 3. Request that Customer immediately return the Equipment to Vero Water. 4. Lawfully enter Customer’s property and retake possession of the Equipment. If Vero Water repossesses the Equipment, Customer will pay all repossession costs, a $150.00 installation fee plus a $250.00 disposition fee and related shipping costs. 5. Charge Customer the fair market retail value of the Equipment on the date of default, loss, theft, or destruction. 6. Keep any security deposit Customer has given to Vero Water. 7. Charge Customer any amount necessary to put the Equipment in good condition, ordinary wear and tear excepted. 8. Until Customer returns the Equipment continue to charge Customer additional monthly rental-payments beyond the end of the rental-term. 9. Obtain, share and use information concerning Customer, including but not limited to, social security number, employment, name, date of birth, credit reports, tax identification numbers (“information”) to locate all assets, including, but not limited to, bank accounts, mutual funds, stock brokerage accounts, money market accounts, real property, and personal property for the purpose of collection of money Customer owes Vero Water.
5. Maintenance of Equipment: Customer agrees to maintain the Equipment in good operating and physical condition at its expense, ordinary wear and tear excepted.
6. Security Deposit: Customer shall be required to provide Vero Water a security deposit for the Equipment.
7. Alterations: Customer shall not make alterations, additions or improvements to the Equipment without Vero Water’s prior written consent. All additions and improvements made to the Equipment shall belong to Customer.
8. Loss or Destruction of the Equipment: Customer shall bear the entire risk and be responsible for loss, theft, damage or destruction of the Equipment from any cause whatsoever after Customer receives possession of the Equipment. Customer will notify Vero Water immediately if the Equipment is damaged, lost, destroyed, stolen or taken by any other person or entity. If the Equipment has only been partially damaged, Vero Water may require the Customer to have it repaired at Customer’s sole cost and expense using Vero Water service providers. If Vero Water determines it is not repairable, then it will be considered destroyed. If the Equipment is lost, damaged or destroyed, the Customer shall pay to Vero Water on demand the replacement cost of any items so lost, damaged or destroyed and Vero Water shall be entitled to utilize any deposits made by the Customer towards the replacement of such items whilst on the Customer’s premises, save that the Customer will not be responsible for any damage caused by the Lessor during any periodic on-site maintenance.
9. Late Fees: Customer agrees to pay all rental payments when due time being of the essence. Customer further agrees that it will be assessed a late fee of 1% percent for each month said rental payment is past due.
10. Taxes and Tax Processing Fee: Customer shall pay promptly when due any and all taxes (except income taxes), charges, penalties, interest, expenses, costs, assessments and fees, whatsoever, relating to this Agreement and the Equipment whether local, state, federal and otherwise.
11. Changes on Terms of the Agreement: This Agreement may not be altered, changed, or amended, except by an instrument in writing, signed by the party against whom enforcement is sought. This Agreement and any exhibits contain the entire Agreement reached in all previous negotiations between the parties hereto and there are no other representations, agreements or understandings of any kind, either written or oral, except as specifically set forth herein.
12. Assignment: Without Vero Water’s prior written consent, Customer shall not (a) assign, transfer, pledge, hypothecate or otherwise dispose of this Agreement or any interest therein, or (b) sub-lease, rent, or lend the Equipment or permit it to be used by anyone other than Customer and Customer’s employees (c) or otherwise assign, transfer, pledge, hypothecate or otherwise dispose of the Equipment or any interest therein. Customer acknowledges that any assignment by Customer of any of Customer’s interest in this Agreement would neither materially change Customer’s duty nor materially increase the burden of risk imposed upon Customer under this Agreement. Customer acknowledges that if an assignment is permitted it would not affect Customer’s obligations thereunder. Vero Water may assign this Agreement without notice and upon such assignment Customer agrees that it shall recognize each such assignment and not assert against claims against Vero Water under this Agreement.
13. Miscellaneous: If any provision in this Rental Agreement is invalid, such invalidity shall not affect the validity of the remaining provisions of this Agreement and the Parties agree to substitute for the invalid provision a valid provision which most closely approximates the effect and intent of the invalid provision.
14. Time. It is understood and agreed between the parties hereto that time is of the essence of this Agreement, and to all of the terms, conditions and provisions contained herein. Any time period herein described shall mean calendar days.
15. Liability. Vero Water DISCLAIMS ANY AND ALL WARRANTIES UNDER THIS AGREEMENT, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, and FITNESS FOR A PARTICULAR PURPOSE, CLEAR TITLE, OR NONINFRINGEMENT. The total liability of Vero Water under this Agreement shall be limited to repairing or replacing defective water bottles, water coolers and related equipment delivered by Vero Water to you. Under no circumstances shall Vero Water be liable to you or any other party for any monetary damages whatsoever in connection with this Agreement or the products or services provided by Vero Water. Without limiting the generality of the preceding sentence, Vero Water specifically disclaims any responsibility or liability for any consequential, incidental, special, exemplary, punitive, or other similar damages, however denominated. If, despite the limitations contained in this Section, monetary liability is imposed upon Vero Water, You agree to waive and hold Vero Water and its directors, officers, agents and employees harmless against any claims, damage, injury, or liability suffered or incurred by you or your agents, guests or family members arising from your or your agent's, guest's and family member's negligence or misconduct or operation or use of water bottles, products, water coolers or related equipment provided to you under this Agreement. You further agree to indemnify, defend and hold harmless Vero Water and its directors, officers, agents and employees from and against any claims, damage, injury, cost, liability, expense (including reasonable attorneys' fees) or other loss threatened, suffered, or incurred by Vero Water as a result of your negligence or misconduct or operation or use of water bottles, products, water coolers or related equipment provided to you under this Agreement. You acknowledge that water can cause damage to surfaces with which it comes in contact, and that water leaks may occur from water bottles and water coolers. You are responsible for selecting the location for placement of water bottles, water coolers and equipment in your residence or business in order to minimize potential loss or damage. Customer expressly waives any and all claims against Vero Water related to the rental of the equipment.
16. Intellectual Property; Prohibitions. Vero WaterTM and the leaf symbol used by Vero Water are registered trademarks of Vero Water, Inc. Unless otherwise and separately agreed to in writing by Vero Water, Inc., the Customer is prohibited from giving away or otherwise providing free of charge any item bearing a registered trademark of Vero Water, Inc. (this explicitly does not apply to refills) If the Customer violates the provisions of this paragraph, such violation shall be automatically deemed a default by the Customer of this Agreement and shall be deemed a default under paragraph 3A of this Agreement. If the Customer violates the provisions of this paragraph, Vero Water reserves the right to remove the Equipment and/or , promotional material(s), and/or anything else that has Vero Water trademarks from the premises, including specifically removal of any Vero Water branded bottles, for which Vero Water has no obligation to replace.
17. Client List. Customer grants Vero Water permission to include Customer’s name and logo in its list of clients, and to publicize the fact that Vero Water has provided services to you in marketing materials.
18. Confidentiality. Customer agrees to keep all the terms of this Agreement confidential.
19. Transferability. Vero Water shall have the right to transfer and assign, in whole or in part, any feature of its rights and obligations hereunder.
20. Authority. Customer is a duly authorized and qualified to do business in the state in which the equipment is delivered, and Customer has full right and authority to enter into this Agreement, and the undersigned individual signing on Customer’s behalf is authorized to do so. In addition, Customer warrants that it is not necessary for any other person, firm, corporation, or entity to join in the execution of this Agreement to make the Agreement complete, appropriate and binding.
21. Severability. Inapplicability, invalidation, or unenforceability of any one or more of the provisions of this Agreement or any instrument executed and delivered pursuant hereto, by judgment, court order or otherwise, shall in no way affect any other provision of this Agreement or any other such instrument, which shall remain in full force and effect.
22. Binding Effect. The instrument becomes effective as an Agreement upon execution by both Customer and Vero Water.
23. Force Majeure. Vero Water shall not be liable in the event it is unable to fulfill any of its obligations hereunder or is delayed in doing so if such inability or delay is caused by “force majeure”. The term “force majeure” as used in this Agreement shall mean “Acts of God”, labor disputes (whether lawful or not), material or labor shortages, restrictions by any governmental authority, civil riots, floods or other cause beyond Vero Water’s control.
24. Interpretation. The captions, sections, clauses, article numbers, section numbers and table of contents, if any, of this Agreement are inserted for convenience only and in no way limit, enlarge, define or otherwise affect the scope or intent of the Agreement or any provision thereof. The parties hereto intend that the interpretation and enforcement of this Agreement be governed by the laws of the State of Florida. This Agreement has been fully negotiated and reviewed by the parties and their counsel and is the work product of both; it shall not be more strictly construed against either party.
25. Execution. This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, and all such counterparts shall comprise but one agreement. Further, this agreement may be executed by facsimile. Execution by facsimile shall be deemed to be execution in the original in accordance with Florida law.
26. Waiver. Customer expressly waives any claims of any kind or for any reason against Vero Water, its officers, directors, shareholders, employees, contractors and representatives, for any and all damages to Customer’s own equipment, furniture, fixtures, operating supplies, inventory and other machinery located in close proximity to the Equipment as well as any liability that occurs as a result of the Customer’s violation of any terms of this Agreement or default hereunder, which shall include any damage caused by any Vero Water employee, contractor or representative who has made unauthorized repairs, movements or adjustments to Equipment or other Customer equipment, furniture, fixtures, and machinery.
ALL JUDICIAL PROCEEDINGS ARISING UNDER THE AGREEMENT SHALL BE ADJUDGED OR DETERMINED IN THE STATE OF FLORIDA, COUNTY OF MIAMI-DADE, CITY OF MIAMI AT THE COMMENCEMENT OF THE ACTION. CUSTOMER EXPRESSLY ACCEPTS VENUE IN ANY SUCH COURT AND AGREES THAT SUCH COURT WILL BE A CONVENIENT PLACE FOR ANY TRIAL AND AGREES THAT SAID COURT SHALL HAVE PERSONAL JURISDICTION OVER IT. CUSTOMER EXPRESSLY AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY. COMPANY SHALL BE ENTITLED TO RECOVER ANY AND ALL COSTS AND EXPENSES RELATED TO ANY ACTIONS, CLAIMS AND LAWSUITS BROUGHT UNDER THIS AGREEMENT INCLUDING ANY AND ALL COSTS OF COLLECTION, ATTORNEYS’ FEES AND ANY OTHER EXPENSE INCURRED RELATED TO SAME, INCLUDING APPELLATE FEES AND COSTS.