Contact : +91 8939148844

Rental Agreement - Terms and Conditions

STANDARD TERMS AND CONDITIONS - LEASE CHARGES OF PHOTOGRAPHIC EQUIPMENT

 

1.         INDEMNITIES

 

The Lessee shall indemnify, defend and hold harmless the Lessor  from and against any and all claims, suits, proceedings, losses, damages, diminution in value, liabilities and costs (including attorney’s fees) that arise out of or result from:(a) any failure of the Lessee to comply with any of the provisions of the license(s);(b) any contravention by the Lessee of laws or regulations; or (c) the actual or alleged use, delivery or transportation of any of the Leased Equipment or its location or condition.

 

2.         CONFIDENTIAL AND PROPRIETARY RIGHTS

 

“Confidential Information" shall mean and include any and all information disclosed by one Party to the other in a written, oral or other tangible form. The Parties agree to treat and maintain as confidential and proprietary all Confidential Information furnished by the Parties pursuant to or in connection with this Agreement. Both parties shall keep strictly confidential the terms of this Agreement including the financial terms and shall not disclose such information to any third parties without the prior written consent of the other Party.

 

3.         RIGHTS AND OBLIGATIONS

 

3.1        All of the Leased Equipment is provided in a good, working condition. The sole remedy to the Lessee for breach of the foregoing warranties is the repair or correction by the Lessor of such non-conformity which repair shall be shared on mutually agreed terms. The Lessor shall, if any problem arises take back such equipment if such defect has been found during the course of the lease period by the Lessee. Except as expressly provided herein ,the Lessor makes no representation or  warranty, either express or implied, as to the fitness, design or condition of, or as to the quality or capacity of the material, equipment, purpose or workmanship of the Leased Equipment, nor any warranty that the Leased Equipment will satisfy the requirements of any law, rule, specification or contract, it being agreed that all such risks as between the Lessor and the Lessee are to be borne by the Lessee at Lessee’s sole risk and expense. By accepting the Leased Equipment, the Lessee shall be deemed to have examined the same and the Lessee shall not at any time have claim against the Lessor. The Lessee agrees that, except as expressly provided in this section, the Lessor shall have no liabilities or obligations under warranty to Lessee for damages arising out of in connection with the delivery, use or performance of the leased equipment.

 

3.2        Notwithstanding any other provision of this Agreement and irrespective of any fault or negligence, the Lessor shall not be liable to the other for any indirect, reliance, special, punitive, consequential, exemplary or incidental damages (including without limitation damages for harm to business, lost revenues, lost sales, lost savings, lost profits (anticipated or actual), loss of use, and claims of third parties), regardless of the form of action, whether in contract, warranty, strict liability or tort or any other legal or equitable theory arising out of or in connection with this Agreement, even if a party has been advised of the possibility of such damages.  In no event shall the Lessor be liable for any damages arising out of or in connection with this Agreement or the Services in excess of the amounts paid by Lessee during a period of 12 months preceding the date of the Lessees written notice by which the Lessee informs the Lessor of having suffered any such damage.

 

3.3        The contents of the Lessor’s website and the equipment the Lessor delivers are provided in good, working condition. The Lessor makes no representations or warranties, whether express or implied, of any kind about equipment’s accuracy or functionality. The Lessor assumes no liability or responsibility for any errors or omissions or changes in the content of their website, for any failures, delays, or interruptions in the delivery of any content contained on their website, for any losses or damages arising from the use of the content provided on their website, or for any conduct by users of their website. To the full extent permissible by law, the Lessor disclaims all representations and warranties about the equipment the Lessor delivers, including, for example, warranties of merchantability, fitness for a particular purpose, and non-infringement. In no event shall the Lessor be liable to the Lessee for any special, incidental, indirect, or consequential damages of any kind, or any damages resulting from loss of use, data, or profits, whether or not advised of the possibility of damage, and on any theory of liability, arising out of or in connection with the use or performance of any equipment or the information on the Lessor’s website.

 

3.4        The Lessor will lease charges the leased equipment as and when it becomes available. There may be conditions and situations when the equipment the Lessee has ordered is out-of-stock. The Lessor makes no guarantees as to availability of equipment or timely delivery of such equipment. The Lessor will keep the Lessee informed of any products that the Lessee has ordered that are out-of-stock and unavailable for immediate shipment. If the equipment is out-of-stock or unavailable, the Lessee may cancel the order at any time prior to shipping.

 

3.5        The receipt of an electronic or other form of order confirmation by the Lessee does not signify the Lessor’s acceptance of the Lessee’s order, nor does it constitute confirmation of the Lessor’s offer to lease charges. The Lessor reserves the right at any time after receipt of Lessee’s order to accept or decline the Lessee’s order or to supply equipment quantity lesser than that ordered by the Lessee.

 

3.6      The Lessor and the Lessee shall both maintain a Log book which will be used to record the date of receipt and the date of return for every recurring lease interval including but not limited to an electronic log through the web or otherwise during the course of the lease agreement for each of the equipment mentioned in Annexure ‘A’.

 

3.7        The Lessee will allow the Lessor to stick tags, stickers, nameplates, logos on the equipment indicating ownership of the Lessor.

 

3.8        If the Lessor shall so request, Lessee shall execute and deliver to the Lessor such documents as the Lessor shall deem necessary or desirable for purposes of recording or filing to protect the interest of the Lessor in the leased equipment including, but not limited to a UCC financing statement.

 

4.         TERMINATION AND EFFECT OF TERMINATION

 

4.1        This Agreement shall come into force on the date of execution mentioned herein and shall continue and remain in effect until the Term; provided, however, that (a) the Lessor may terminate the agreement and this Agreement immediately upon written notice of termination following a default or breach by the Lessee in making any payment required here under and/or any other default of any other material obligation under this Agreement and the failure of the Lessee to cure such default or breach within 15 calendar  days after receiving written notice thereof; or (b) the Lessee may terminate this Agreement by giving a 30 days notice and by paying the outstanding dues, if any along with the amount of future lease charges payables till the end of the Lease Term. 

 

4.2       Upon termination of the Term or this Agreement for any reason whatsoever, the Lessee shall allow the Lessor / Lessor’s representatives to take the Equipment from the Lessee’s premises in good repair, order and condition (subject to normal wear and tear). Upon termination of the Term or this Agreement, If the Lessee fails to observe, keep or perform any other provision of this agreement, the Lessor may treat the Lessee in default and (a) recover from the Lessee all amounts then due and to become due under this Agreement, such amount at the Lessor’s option to be payable forthwith; (b) take possession of all of the  Equipment wherever the same may be located and in this regard, the Lessor and/or its agents may take such steps as it considers necessary or desirable to obtain possession of the Equipment including rendering the Equipment unusable or without notice, liability or legal process enter into any place where the Equipment may be or believed by the Lessor to be, and repossess the Equipment, disconnecting and separating it from any other property and using all force necessary therefore, and the Lessee hereby expressly waives all further rights to possession of the Equipment following any such repossession; and (c) pursue any other remedy available at law or in equity, including without limitation, seeking damages.

 

4.3        In the event of cancellation during or before the Lease term, cancellation charges may apply in consideration of the Lessor’s preparing, holding in reserve or blocking the equipment on the Lessee’s behalf. The Lessor shall be entitled to compensation, not to exceed the lease payments, for any losses the Lessor may sustain because of the cancellation of all or part of an order. The Lessor may also withhold an appropriate part of the Security Deposit in the event of a premature termination by the Lessee.

 

4.4       In the event of Lessee not returning the Leased Equipment to the Lessor within a maximum of 15 days of termination of agreement, the Security Deposit will not be refunded and an additional charge of 24% per annum on the lease charges amount till the date of return will be levied on the Lessee and the same will have to be paid to the Lessor.

 

 

5.         TITLE, USE AND LOSS OF EQUIPMENT

 

5.1        All the Equipment shall remain personal property and be deemed as property of the Lessor or its owners as the case maybe, whether it has been affixed to realty or otherwise and shall remain subject to the rights of the Lessor as fully as before being so affixed, and title thereto or property therein shall pass to the Lessee upon terms agreed. The Lessee shall at no time contest or challenge the Lessor's sole and exclusive ownership right, title and interest in the Equipment. The Lessee shall be responsible for the safe keeping of the Equipment as the Lessee would do for other similar equipment in its premises, including but not limited to the maintenance of the minimum site environmental conditions for the safe working of the Equipment. The Lessee hereby further undertakes that it shall not approach any third party other then supplier/authorized Lessor for upkeep, repairs and maintenance of the Equipment under this agreement. Failure to observe this condition will be considered as an event of default. The Lessee shall keep the Equipment free from any and all liens, claims or other encumbrances including any judicial process affecting the  Equipment whatsoever, and shall do or permit no act or thing whereby the Company’s title or rights may be encumbered or impaired and shall indemnify the Company for any loss caused thereby.

 

5.2      The Lessee must:

(i)     Notify the Lessor in writing if any Equipment becomes lost, stolen, damaged,  destroyed or otherwise unfit or unavailable for use from any cause (an Event of Loss);

(ii)    Provide the Lessor with all necessary documentation relating to such loss or damage

(iii)   Assist the Lessor or his agents in the recovery of the equipment or may equate for Insurance Companies and other concerned parties

 

5.3        The Lessee hereby assumes and shall bear the entire risk of loss and damage to the Equipment from any and every cause. No loss or damage to the Equipment or any part thereof shall impair any obligation of Lessee under this Lease which shall continue in full force and effect through the term of the Lease.

 

5.4        In the event of damage of any kind to the Equipment, the Lessee agrees to pay for any repair that is to be undertaken to the equipment in order to enable it to run in a good and working condition. The Lessor shall decide the venue and place of repair and the Lessee shall adhere to the same. The Lessee will also allow the Lessor to charge Lessee's credit card for loss of lease charges in the event a damage waiver is not availed on the order.

 

5.5        In the event of leased equipment being damaged beyond repair, the Lessee shall undertake to pay for a full replacement and shall not be entitled to the ownership of the damaged Equipment.

 

5.6        In the event of stickers attached to leased equipment becoming damaged or lost, Lessees shall pay the full replacement fee of 50 Rs. per sticker per piece of the leased equipment.

 

5.7        The Lessee will be allowed to use the said equipment only for purposes decided to by the parties i.e. either for his/her own personal use or to sub-lease all of part of the equipment to other Lessees at the rates decided upon by the parties.

       

6.         DAMAGE WAIVER

6.1        The Lessor offers Lessee the option to avail a ‘damage waiver’ for unintentional damage to the Equipment during the Lease charges Period. The determination of whether damage is unintentional and not abuse is at the sole discretion of the Lessor. In the event of the damage covered by a damage waiver, the Lessee will pay the Lessor a deductible amounting to 50% of the value of a new item as the Equipment lease leased to the Lessee. The valuation of the Equipment is within the sole discretion of the Lessor.

 

6.2        A damage waiver does not cover:

  • lost or stolen items
  • water damage
  • any peripheral items including lens hoods, battery chargers, front and rear caps, cables, others, etc.

If the Lessee loses and/or damages these items, the Lessee will need to pay for such peripheral items to be replaced even if the Lessee avails a damage waiver.

 

 

7.         TAXES

              Service Tax at the prevailing rate will be levied for the lease of the equipment. Any other tax/levy/duty that may be applicable may also be levied upon the leased equipment. The Lessee shall pay and hereby indemnify and holds Lessor harmless from all fees, assessments, taxes, octroi and other duties and charges imposed by any governmental body of agency upon or with respect to any equipment, or the possession, ownership, use or operation thereof.

 

8.         DISPUTE RESOLUTION & ARBITRATION 

 

8.1          Any dispute arising out of or relating to this Agreement whether during its term or after expiry thereof or prior termination will be first attempted to be resolved through mutual discussions and conciliation between the Parties. If the Parties are unable to resolve the dispute within thirty (30) days through conciliation, then all disputes and differences of whatsoever nature arriving out of this Agreement, will be settled by arbitration in accordance with the Arbitration and Conciliation Act 1996 and any statutory amendment thereof. The dispute will be referred to the sole arbitrator who will be appointed by the Lessor. The venue of the arbitration will be at Chennai. The decision of the arbitrator will be final, conclusive and binding on the Parties. Notwithstanding the foregoing, however, nothing contained herein will be deemed to prevent either Party from seeking and obtaining injunctive and equitable relief from any court of competent jurisdiction without the posting of any bond or other security.

 

8.2        The Parties agree that this Agreement and all rights and obligations of the Parties here under shall be governed, construed and interpreted exclusively under the laws of India and both parties shall ensure the compliance of all applicable laws.

 

8.3        Each Party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and further agrees that this Agreement, together with the Terms and Conditions and Annexure attached hereto as of the date hereof is the complete statement of the agreement between the Parties. This Agreement may not be modified except by a written instrument duly executed by both Parties.

8.4        If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforce-ability of the remaining provisions shall in no way be affected or impaired thereby and shall continue to remain in full force and effect. The failure or delay of either Party to exercise in any respect any right provided for herein shall not be deemed a waiver of any right here under.

 

8.5        This Agreement does not make either Party the employee, agent or legal representatives of the    other for any purpose whatsoever. 

 

***