Please read this Agreement carefully.
This Lease Agreement is by and between High Vac Depot Rentals, LLC. and (“Lessee”) (“Lease” or “Agreement”).
Lessee leases the Equipment from HVDR subject to the following Lease terms and conditions.
Lease Equipment Description
This Lease applies to all Equipment further described and set forth in the following Order Number, and any subsequent Order Number assigned to Lessee.
For reference, please enter the Company Name associated with this agreement. If you do not have a company name, please enter N/A.
General Leasing Information
Lessee is responsible for the operation, care, and safety of the Equipment during the Lease period. All Equipment must be protected from damage and operated in a safe manner. Lessee warrants and represents that any personnel operating the Equipment has been properly trained and qualified to operate the Equipment. The Equipment is to be used per the manufacturer’s recommendations and/or as approved by HVDR (if deviating from the manufacturer’s recommended usage, written approval from HVDR would be required). The Equipment is to be used for applications which do not adversely affect, nor cause damage to the Equipment. Applications involving corrosive materials, oils, greases, ozone, radioactivity, high concentrations of oxygen, hydrogen, or nuclear materials are prohibited.
Lessee is liable for repair or replacement of Equipment resulting from loss, theft, damage, and/or exposure to conditions outside of the manufacturer’s recommendations and as stated in this Agreement. HVDR will have sole responsibility for making the determination of services and parts required to restore Equipment to original and proper working condition, at the expense of Lessee.
Lessee agrees that it has reviewed the operating instructions included with the Equipment before operating. Lessee represents and warrants that it will follow all startup, safety and shutdown procedures as outlined in the operating manual provided.
HVDR does not guarantee or certify any leak testing results generated by the leased Equipment. The user is responsible and liable for leak testing certification and results.
This Lease does not include installation, on site instruction or service. All required services on the above referenced Equipment will be billed at the standard service rates in effect at the time such services are rendered.
Lease Rates and Fees
Lessee shall take all steps and make all authorizations, as necessary, from time to time, to establish and maintain an online billing and payment platform (currently “Stripe”, but also including any successor platform as may be selected by Lessor, from time to time) which the online platform shall be used to make and collect all payments by Lessee as required under this Agreement. Payment may also be made by Lessee by check or via ACH, upon approval by Lessor. Payment for the full agreed upon Lease amount, as rent for the Equipment, will be charged in advance at the start of the Lease Term. The lease “Term” will begin the next day after the item is received at the Lessee’s facility or picked up by Lessee, or an agent of Lessee. The lease Term will terminate on the day the item is returned to HVDR’s facility. The Lease Term may be extended by Lessor and Lessee, which extension shall be reflected by the assignment of a new order number to Lessee by Lessor. Lessee and Lessor acknowledge and agree that in the event of any extension to the Lease Term, Lessor and Lessee shall continue to be subject to the terms and conditions of this Lease for the duration of any extended Term. There is a one week minimum Term required for all Equipment leases. A charge of up to ten percent (10%) of the retail value of all Equipment subject to this Lease will be charged on the credit card, paid by check, or paid by ACH as set forth in this paragraph, as a security deposit. This security deposit charge will be released once the Equipment has been returned in good and satisfactory condition and HVDR has completed a satisfactory inspection. Credit will not be applied for early returns or lack of use. All shipping charges to and from HVDR are to be paid by Lessee. Lessee may either provide its preferred carrier shipping account number or HVDR will choose the carrier and bill Lessee’s credit card. Lessee is responsible for federal, state, and/or local (use) tax, and any other governmental charges, unless an appropriate tax-exempt number is provided with the application.
If Lessee shall not make any payment of the rent Lease amount or any other amounts due under the Lease by the due date, Lessee agrees to pay a time-price differential calculated at the rate of 5.0% per month of the balance from the due date until paid, or, if lower, the maximum rate that Lessor may lawfully charge. In the event Lessee shall fail to timely by Lessor for the rent Lease amount or any other amounts due, Lessee shall pay Lessor for all court costs and reasonable attorney fees incurred by Lessor in the collection of any amounts due from Lessee.
Shipping, Transportation, & Storage
Standard shipping costs will be assessed, unless other shipping arrangements are mutually agreed to. HVDR provides a special shipping crate/container to minimize the risk of shipping damage due to shock, excess vibration and weather during storage, transportation or shipment. The Equipment must be returned in the original shipping container and fastened and secured in the original shipping container in the manner in which it was received and in accordance with any additional instructions provided by the manufacturer or HVDR. There will be up to a $1,200.00 charge assessed to Lessee if the custom shipping container is damaged or not returned to HVDR.
All items shipped shall be insured per the indicated value on the Quote. All items not returned at the end of the Lease Term, for any reason may result in additional charges. Timely return of any item of Equipment shall require that possession of such Equipment be returned to Lessor, or such Equipment be placed with a shipper for return to Lessor, within 8.0 hours from the end of the Lease Term. Lessor at its option may, (a) assess a late fee of a minimum of 5.0% of the monthly rent Lease amount for such Equipment; (b) assess pro-rata portion of the rent Lease amount (based upon the monthly rent Lease amount times (x) 150%) for the period of time any item is returned beyond the Lease Term; or (c) assess Lessee for any period of time beyond the Lease Term at the monthly rent Lease amount (based upon the monthly rent Lease amount times (x) 150%). Any such late fee assessed shall be due immediately.
The undersigned is responsible for damage, loss or theft of the Equipment during the Lease Term. Identification of any possible hidden damage is subject to inspection by HVDR. When operated properly, the Equipment should incur minimal wear and tear during the Lease Term. If it is determined that upon receipt and inspection of the returned Equipment that there has been excessive wear and tear or abuse, the customer shall be charged for the repair. This includes but is not limited to contamination of Equipment by chemicals, water or excess particles or running the Equipment without the proper type or amount of lubricant. The undersigned is responsible for payment of reasonable costs to repair or replace the Equipment due to damage, loss or theft. Lessee, at its own cost and expense, shall insure the Equipment against theft, fire, vandalism, and every cause whatsoever for not less than the replacement cost of the Equipment as set forth by the current manufacturer’s list price. Lessee authorizes HDVR to charge Lessee’s credit card as established pursuant to this Agreement to cover the damage, loss or theft of the leased Equipment. HDVR shall have five (5) business days from the date of receipt of the Equipment from Lessee to inspect the Equipment and assess Lessee any damages or loss as further authorized and set forth in this paragraph and this Agreement.
Service and Repairs
Lessee is NOT authorized to perform repairs or maintenance on the Equipment. All repairs or maintenance must be performed by or under the direction and supervision of HVDR personnel. In the event of Equipment failure or operational questions, please contact HVDR for technical support. Warranty replacement units will be provided at no additional charge in the event of Equipment failure. Any acts or failure to act by Lessee as required by this Agreement shall void any warranties provided under this Agreement. Lessee shall at all times bear the entire risk of loss, theft, destruction.
Warranty
This warranty is in lieu of any other expressed or implied warranty. HDVR MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE DESIGN OR CONDITION OF THE EQUIPMENT, ITS MERCHANTABILITY, OR ITS FITNESS OR CAPACITY OR DURABILITY FOR ANY PARTICULAR PURPOSE, OR THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE EQUIPMENT, AND AS TO HVDR, LESSEE LEASES THE EQUIPMENT “AS IS.” HVDR assumes no liability in any event for consequential damages, anticipated or lost profit, incidental damages, lost time or any loss incurred by Lessee or any third party in connection with the use of the Equipment.
This Agreement shall supersede the terms and conditions of any purchase order issued to HVDR. The terms of this Agreement are not negotiable or subject to change. If any term or condition of this Agreement is voided, by law, the remainder of the terms and conditions still apply.
Lessee is responsible for all repairs to the Lease Equipment and freight and shipping charges related to delivery of the Equipment to Lessee and return to HVDR. Lessee further agrees to return the Equipment in good condition similar as received or pay for damages incurred. At the end of the Lease Term, the Equipment will be surrendered to HVDR or Lessee agrees to pay the full purchase price of the Equipment as indicated on the attached Exhibit A to this Agreement.
Inspection
Lessee inspected the Equipment before commencing use of the Equipment and acknowledges that the Equipment is in good operating condition. HDVR or its agents may at any time enter Lessee’s premises to inspect the Equipment and the manner in which it is being used.
Assignment
Lessee expressly covenants and agrees that it shall not assign, mortgage, hypothecate, or encumber the Equipment or its rights under this Agreement, or sublet or lend any of the Equipment or permit any of the Equipment to be used by anyone other than Lessee.
Risk of Loss
Lessee shall at all times bear the entire risk of loss, theft, destruction, or damage, whether partial or complete and whether or not insured, of any each article of the Equipment, and of any condemnation, confiscation, requisition, seizure, forfeiture, or other taking of title to or use of each article of Equipment, whether partial or complete, from any cause whatsoever (Loss or Damage). Lessee shall bear such risk of Loss or Damage beginning at such Time the Equipment is placed with the shipper and until the Equipment shall have been returned to Lessor and received by Lessor in accordance with all terms and conditions of this Lease. No Loss or Damage shall release, impair, or otherwise affect Lessee’s obligation to pay rent or any other obligation of Lessee under this Lease. In the event of any Loss or Damage to any article of Equipment, Lessee shall notify Lessor in writing within five (5) days after the occurrence of Loss or Damage, and Lessee shall immediately, at Lessor’s option and at Lessee’s sole expense, (a) place the article of Equipment in good working order, condition and repair; (b) replace the article of Equipment with like equipment in good working order, condition and repair, having equivalent value and utility and with clear title in Lessor (which shall then be deemed substituted for the Equipment for all purposes); or (c) pay to Lessor an amount equal to the replacement cost of the Equipment.
Ownership and Use
The Equipment shall be the exclusive property of Lessor, except for Lessee’s rights to use the Equipment in its normal business operations under this Lease. Lessee shall keep the Equipment at all times free and clear from all liens and encumbrances. Lessee shall give Lessor immediate notice of any attachment or other judicial process affecting any article of the Equipment. Lessee shall not sublease the Equipment without Lessor’s prior written consent. Lessee shall use the Equipment in a careful and proper manner and shall comply with all federal, state, and local laws. Lessor is authorized by Lessee to file this Lease or any document or instrument as may be permitted by law showing the interest of Lessor in the Equipment, including filing financing statements and continuation statements pursuant to the Uniform Commercial Code.
Indemnification
Lessee shall indemnify and defend HVDR and its agents, employees, managers and members and hold them harmless from and against any and all claims, liabilities, losses, damages and expenses, including, without limitation, all court costs and attorney and expert witness fees and costs, arising from or in connection with or based on (a) the possession, inspection, condition, operation or use of the Equipment, or (b) the performance or enforcement of any of the terms, or any noncompliance or nonperformance of any condition, of this Agreement.
Remedies
On any event of default under this Agreement by Lessee, HVDR shall have the right, but shall not be obligated, to exercise at any time or from time to time any one or more of the following rights and remedies:
(a) if Lessee has paid any amount under this Agreement in advance of the due date, HVDR may apply any or all of the funds to any obligation of Lessee under this Agreement; (b) HVDR may recover all funds and other amounts due as of the date of the default and recover all funds and other sums due under this Agreement as they accrue; (c) HVDR may proceed by any appropriate court action, either in law or in equity, to enforce performance by Lessee of the terms and conditions of this Agreement or to recover damages for the breach of this Agreement or to regain possession of the Equipment; and (d) HVDR may pursue any other remedy available to HVDR at law or in equity. Any of the actions of HVDR under this paragraph and this Agreement shall not constitute a termination of this Agreement or any of Lessee’s obligations under this Agreement unless expressly stated by HVDR in writing to Lessee.
Time
Time is of the essence under this Agreement.
Net Lease
Lessee’s obligations to pay rent and other sums under this Lease shall be absolute and unconditional and shall not be subject to abatement, reduction, setoff, defense, counterclaims, interruption, deferment, or recoupment for any reason whatsoever.
Governing Law
This Agreement will be governed by and construed in accordance with the laws of the State of Michigan without regard to its conflict-of-law principles. The parties (a) irrevocably submit to the jurisdiction of any Michigan or federal court sitting in Ingham County, Michigan, in any action arising out of this Agreement; (b) agree that all claims in any action may be decided in either court; and (c) waive, to the fullest extent that they may effectively do so, the defense of an inconvenient forum. The parties also agree that a final judgement in any such action will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile transmission or electronic mail, and a facsimile or electronic version of this Agreement or a signature of a party will be effective as an original.
