IN CONSIDERATION of the mutual promises and other valuable consideration exchanged by the Parties herein, the Parties intending to be legally bound, hereby agree as follows:
Term: the term of the Agreement will be three (3) years (the “Lease Period”).
Consideration: The Lessee will pay a monthly installment of TT$405 (the “Lease Installment”) for the Leased Product at the beginning of each month during the Lease Period, unless otherwise agreed in writing by the Parties. An administrative late payment fee of 2% of the Lease Installment will be charged on Lease Installments 30 days past due. Should the Lessee have unpaid Lease Installment balances for over 60 days the Lessor will consider such past due payments as grounds for termination in accordance with the termination clause hereunder
Delivery of Leased Product and Conveyance of Title
Delivery of Leased Product: the Lessor will deliver the Leased Product and the Lessee will take possession of the same at a location mutually agreed between the Parties (the “Location”), and at a date mutually agreed between the Parties (the “Delivery Date”). It is the Lessor’s duty to ensure that the Leased Product is delivered in the same condition as when last inspected by the Lessee (or, if there was no Lessee-inspection, then in the same condition as pertained on the Execution Date). It is the Lessee’s duty, either in person or through an authorized third party (bearing written authorization), to appear on the Delivery Date at the Location during the time frame mutually agreed between the Parties to take possession of Leased Product.
Conveyance of Title: the Lessor retains title.
Representations, Warranties, and Disclosures
Warranties: except for the representations and warranties forming part of this Agreement (appended at Schedule A), and other than warranties provided by applicable law, the Leased Product is sold in good working condition “AS IS” and the Lessor does not in any way, expressly or impliedly, give any warranties to the Lessee, inclusive of implied warranties of merchantability or fitness for a particular purpose.
Lessee’s Representation: the individual signing this Agreement on behalf of the Lessee hereby represents to the Lessor that s/he has the power and authority to do so on behalf of the Lessee, and accepts the Leased Product AS IS.
Parties’ Responsibilities—Insurance, Maintenance, and Security: the Lessor will conduct maintenance services (detailed in the SLA appended as Schedule B), and undertake all warranty activities and matters having to do with, the Leased Product during the Lease Period. The Lessee will not be responsible for any of the above. Subsequent to the delivery of the Leased Product at the Location, the Lessee will secure insurance coverage for, and be solely responsible for the ensuring the safety and security of, the Leased Product, and will be liable for any damage to the Leased Product due to the Lessee’s failure to provide reasonably sufficient security for the said Product, and/or as a result of the willful default, omission, or misconduct of the Lessee and/or the Lessee’s employees, agents, or other representatives.
Termination: Either Party could, in writing, immediately terminate this Agreement for material breach, or on thirty (30) days’ written notice in the event of receivership, corporate dissolution, or declared bankruptcy of the other Party, or Force Majeure (which will mean any cause beyond a Party’s control, that was not caused by the omission, negligence or fault of said Party and was such that it could not have been prevented or overcome had that Party exercised due diligence and care, and includes but is not limited to acts of God, floods, explosions, fire, earthquakes, terrorism, military and law enforcement operations, insurrections, riots, industrial action including strikes, or the acts or omission of Government, highways authorities, administrations or other competent authority). Should the Lessor terminate the Agreement for cause, including breach, damage to the Leased Product, or delinquency in paying the Lease Installments, before the full Lease Price is paid: (i) the Lessor may repossess the Leased Product, (ii) the Lessor will hand over any data stored by the Lessee on the Leased Product, and (iii) the Lessee will be required to pay outstanding Lease Installments due and owing up to the point of repossession, unless termination is due to Force Majeure. At the Lessor’s discretion, further options, inclusive of a new payment plan, could be explored and formally agreed between Parties. Should the Lessee terminate the Agreement for cause, including breach, failure to maintain and service or secure insurance coverage for the Leased Product at any time during the Lease Period before the final Lease Installment payment: (i) the Lessor will take possession of the Leased Product, (ii) the Lessee will recover any of its data stored on the Leased Product, and (iii) the Lessee will not be required to pay outstanding Lease Installments. In the event of repossession, a repossession fee of 2% of the Lease Price, and any charges incurred in the attempt to collect outstanding balances prior to repossession would be applied to the Lessee by the Lessor. The Lessee will also be required to pay any bailiff fees incurred.
Indemnification, Attorneys Fees, and Out of Pocket Costs: should any Party materially breach this Agreement, the non-breaching Party will be indemnified by the breaching Party against all claims, demands, and incidental expenses thereto including reasonable attorneys’ fees, litigation costs, and out of pocket costs which in any way relate to, or were precipitated by, the breach of this Agreement. This provision will not limit in any way the remedies either Party may have otherwise in law or equity relative to a breach of this Agreement. The term “out of pocket costs”, as used in this Agreement, will not include loss of profits.
Integration, Jurisdiction, and Disputes: this Agreement, including any attachments bearing specifications and warranties which are incorporated by reference, sets forth the entire agreement between the Parties regarding the subject matter herein. All prior agreements, representations and warranties (express or implied, oral or written) with respect to the subject matter herein, are hereby superseded by this Agreement. This Agreement will be interpreted and governed under the laws of the Republic of Trinidad and Tobago, and its courts will have exclusive jurisdiction over any legal proceedings between the Parties relative to this Agreement. Any dispute arising out of the Agreement, which cannot be amicably settled between the Parties by informal negotiation or discussion after thirty (30) days from the commencement of such informal negotiation or discussion, may be referred to mediation. The costs of mediation will be shared equally between Parties. Neither Party waives its rights to conciliation by the state agency responsible for consumer protection, or to adjudicate this Agreement in accordance with the laws of the Republic of Trinidad and Tobago, should the dispute not be settled by mediation or conciliation.
Severability and Modification: should any provision of this Agreement be deemed void, invalid, or unenforceable, that provision will be severed from the remainder of this Agreement. All remaining provisions of this Agreement will then continue in full force and effect. This Agreement may be modified only on the written and signed agreement of the Parties.
Acknowledgements: each Party acknowledges that s/he has had adequate opportunity to read and study this Agreement, consider it, and consult with attorneys as s/he has so desired.