|
ADDITIONAL TERMS AND CONDITIONS
<br />AGREEMENT, You want us to provide financing to you pursuant to this Equipment Finance Agreement ('Agreement') in connection with your acquisition of the equipment andlor
<br />rights in the software referenced herein ('Equipment') from your Vendor. In consideration of us now paying your Vendor, on your behalf, the amounts your Vendor invoiced you
<br />for the Equipment, and, if applicable, related installation, training, and/or implementation costs, you unconditionally agree to pay us the principal amount set forth above as the
<br />Equipment CosVAmount Financed, with interest thereon at the rate r icil in the monthly amounts payable under the terms of this Agreement, which you agree to make each
<br />month by the due date. This Agreement will begin on the dale we pay your Vendor for the Equipment or any later date we designate. We may charge you a onetime origination
<br />lee of $150 A0, If any amount payable to us is past due, you will pay us a late charge equal to. 1) the greater often (10) cents for each dollar overdue or twenty-six ($26.00)
<br />dollars; or 2) the highest lawful charge, if less. II you choose to make any payments under this Agreement early, you will not be entitled to take a discount off of the aggregate
<br />amounlol the monthly payments to be made under this Agreement. We made an investment in this Agreement in reliance on the anticipated stream of cash flows and any early
<br />discounted payment would frustrate our purpose in extending you credit under this Agreement, If an advance payment is required, the amount exceeding one payment shall be
<br />applied to the last payment(s) during the term.
<br />NET AGREEMENT, YOU UNDERSTAND WE ARE PAYING YOUR VENDOR FOR THE EQUIPMENT ON YOUR BEHALF BASED ON YOUR PROMISE TO PAY US UNDER
<br />THE TERMS OF THIS AGREEMENT, WITHOUT SETOFFS FOR ANY REASON.
<br />EQUIPMENT USE. Until yourobligations under this Agreement are satisfied in full, you agree to keep the Equipment in good working order, use it for business purposes only, not
<br />modify or move it from its initial location without our consent, and bear the risk of its non-compliance with applicable laws. You must resolve any dispute you may have concerning
<br />the Equipment with the manufacturer or your Vendor. You will comply with all laws, ordinances, regulations, requirements, and rules relating to the use and operation of the
<br />Equipment. If the Equipment includes any software, we are neither responsible for the software nor the obligations of you or the licensor under anylicense agreement related to
<br />the software,
<br />NO WARRANTY. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
<br />PURPOSE, YOU CHOSE THE EQUIPMENT, AND YOUR VENDOR BASED ON YOUR JUDGMENT, YOU MAY CONTACT YOUR VENDOR FOR A STATEMENT OF THE
<br />WARRANTIES, IF ANY, THAT THE MANUFACTURER OR YOUR VENDOR IS PROVIDING.
<br />ASSIGNMENT. You may not sell, assign or sublease the Equipment or this Agreement without our written consent. We may sell or assign this Agreement or our rights in the
<br />Equipment, in whole or in pact, to a third party without notice to you. You agree brat if we do so, the assignee will have our rights but will not be subject to any claim, defense, or
<br />set-off assailable against u s or anyone else.
<br />LOSS OR DAMAGE. You are responsible for anydamage to or loss of the Equipment. No such loss ordamage will relieve you from your payment obligations hereunder, We are
<br />not responsible for, and you will indemnify us against, any claims, losses or damages, including attorney lees, in anyway relating to the Equipment or data stored on it. In no
<br />event will we be liabie for any consequential or indirect damages.
<br />INSURANCE. You agree to maintain commercial general liability insurance acceptable to us. You also agree to: 1) keep the Equipment fogy insured against loss at its
<br />replacement cost, with us named as loss payee; and 2) provide proof of insurance satisfactory to us no later than 30 days fallowing the commencement of this Agreement, and
<br />thereafter upon our written request. If you fail to maintain property loss insurance satisfactory lo us andlor you fail to timely provide proof of such insurance, we have the option,
<br />but not the obligation, to secure property loss insurance on the Equipment from a carrier of our choosing in such forms and amounts as we deem reasonable to protect our
<br />Interests , If we secure insurance on the Equipment, we will not name you as aninsuri pally, your interests may not be fully protected, and you will reimburse us the premium
<br />which maybe higher than the premium you would Day if you obtained insurance, and which may result in a prof( to us through an investment in reinsurance. If you are current in
<br />all of your obligations underthe Agreement ai the timeol loss, anyinsurance proceeds received will be applied, at ouroption, to repairor replace the Equipment, or to pay us the
<br />remaining payments due or to become due under this Agreement, discounted al3% per annum,
<br />OWNERSHIP. You own the Equipment, including any software license tights granted to you, if any, by your Vendor or third -party suf ier(s). We do no ill not own the
<br />Equipment at any point during the term of this Agreement unless we lake possession of it in connection with exercising default remedies or it you do not appropriate funds to
<br />make all payments contemplated hereunder. You hereby grant us a security interest in the Equipment to secure your performance under this Agreement, to be released at the
<br />end of the term provided you have performed all of your obligations under this Agreement. You represent to us that you signed this Agreement prior to your receipt of any part of
<br />the Equipment.
<br />TAXES, You agree that you will pay when due, either directly or by paying your Vendor, al taxes and fees relating lo the Equipment, your purchase of the Equipment or this
<br />Agreement. II your Vendor invoices you for taxes, we may include the invoiced taxes in the amounts we finance for you under this Agreement. However, payment of sales, use or
<br />property taxes shall not be our responsibility under any circumstances.
<br />DEFAULTIREMEDIES. If a payment becomes 104 days past due, or it you otherwise breach this Agreement, you will be in default, and we may require that you return the
<br />Equipment to us at your expense and pay us: 1) all past due amounts and 2) all remaining payments for the unexpired term, discounted at 3% per annum; and we may disable or
<br />repossess the Equipment and use all other legal remedies available to us. You agree to pay all our posts and expenses (including reasonable attorney fees) we incur in any
<br />dispute with you related to this Agreement. You agree to pay us 1.5% interest per month on all past due amounts, In the event of your default, you waive notices of our intent to
<br />accelerate the payments, the acceleration of the payments and of the enforcement of our rights under this Agreement. To the extent you are permitted by law, you waive all
<br />defenses you would otherwise have under the Uniform Commercial Code, it any, and common law. You are solely responsible for protecting and removing any confidential
<br />dalaAmages stored an the Equipment prior toils return for any reason.
<br />MISCELLANEOUS. This Agreement is the entire agreement between you and us relating to the Equipment and supersedes any prior represenlations or agreements, including
<br />any purchase orders. Amounts payable under this Agreement may include a profit to us. The parties agree that the original hereof for enforcement and perfection purposes, and
<br />the sole'recri consttuting'chattel paper' under the UCC, is the paper copy hereof bearing li) the original or a copy of either your manual signature or an electronically applied
<br />indication of your intent to enter into this Agreement, and (ii) our original manual signature. If a could finds any provision of this Agreement unenforceable, the remaining terms of
<br />this Agreement shall remain in effect. You authorize us to either insert or correct the Agreement number, serial numbers, model numbers, beginning dale, and signature dale and
<br />acknowledge that if your Vendor filled in any blanks above, they did so on your behalf. All other modifications to the Agreement must be in writing signed by each party.
<br />(1405473)VG02EFAV_0315 10/31/15 PAGE 2 OF 2 710
<br />
|