Capitalised terms used in these Product Rental and Lease Terms that are not defined herein shall have the respective meanings ascribed to them in the General Terms.
1. Scope of the Product Rental and Lease Terms
These Terms shall govern the relationship between Network Innovations and the Customer for the rental or lease of the Products.
Where the Products are leased for a period of twelve (12) months or more, these shall be referred to as the Product Lease Terms. Where the Products are rented for less than twelve (12) months, these shall be referred to as Product Rental Terms.
These Terms shall apply mutatis mutandis to Rented Products to the same extent as the Terms apply to Leased Products except to the extent specified. Accordingly, unless otherwise specified, wherever a reference is made to Leased Products these shall be construed as a reference to Rented Products.
Network Innovations reserves the right to amend, vary, change, revise and update the terms and conditions stated in this Product Rental and Lease Terms at any time.
|“Leased/ Rented Products”
||means the Products leased or rented by Customer from Network Innovations as described in the applicable Service Agreement;
||means the period during which the Customer leases/rents the Leased Products/ Rented Products as specified in the applicable Service Agreement;
3. Lease Period/ Rental Period
The Lease/Rental Period shall cover all time consumed in transporting the Products, including the date of legal delivery to a carrier or where the Products are made available for collection by Customer based on Delivery Terms specified in a Service Agreement and ends upon Customer’s return of the Leased/Rented Products to a location designated by Network Innovations.
4. Payment Terms specific to Leased Products/ Rented Products
- ) Unless otherwise agreed, commencing on the Commencement Date, Customer shall pay Network Innovations the Lease Charges/ Rental Charges in advance. The Lease Charges/ Rental Charges and the Security Deposit shall be payable within the payment due date as stated in Network Innovations’ invoice (“Due Date”);
- ) Customer shall be liable to pay all delivery expenses and freight charges for the delivery of the Leased Products (including installation charges, where applicable) pursuant to the agreed Delivery Term(s) based on INCOTERMS 2010 specified in a Service Agreement;
- ) Network Innovations will refund the Security Deposit (without interest) to the Customer, after the return of the Leased Products by the Customer and after confirmation by Network Innovations that the Leased Products are returned in good order and condition and that all charges under the applicable Service Agreement has been paid by the Customer.
5. Network Innovations’ Rights
- ) The Leased Products are, and shall at all times be and remain, the sole and exclusive property of Network Innovations. Nothing contained herein shall be construed as to transfer any ownership right or interest to the Customer in respect of the Leased Products.
- ) In the event of default in payment on the part of Customer, without prejudice to any other rights and remedies Network Innovations may have, Network Innovations shall have, and the Customer hereby grants Network Innovations the right to enter onto the premises or vessels upon which the Leased Products are being installed, and at the Customer’s sole cost and expense to remove the Leased Products. Customer hereby acknowledges that this grant of right shall be irrevocable throughout the term of a Service Agreement and waives any rights of action by reason of such entry or removal.
6. Customer’s Responsibilities
- ) Where applicable, Customer agrees to acquire, obtain and validly maintain any government or other regulatory body licenses or approvals (as the case may be) necessary for the use of the Leased Products leased from Network Innovations and shall indemnify and hold Network Innovations Group harmless against any cause of action or claim that may arise out of Customer’s failure to obtain or maintain such licenses.
- ) Customer will not transfer, directly or indirectly, any Leased Products, technical data or software provided by Network Innovations to any country for which the United States or any other applicable government requires an export license or other governmental approval without first obtaining such license or approval. Customer shall indemnify and hold Network Innovations harmless from any third-party claim to the extent such claim is due to a breach of these obligations.
- ) Customer shall be solely responsible for procuring at its own cost and expense any software and facilities (if any) required to use the Leased Products.
- ) Where applicable, Customer shall ensure that a stable power supply, air-conditioned room facilities and cables, are available at all times for the purpose of storing the Leased Products.
- ) the Customer shall allow unobstructed access to Network Innovations’ personnel to its storage premises to inspect the Leased Products at any time during the service term and in the event of any inspection necessitated by malfunction or damage which is subsequently proven to have been caused by the Customer, the Customer shall hereby be liable for the costs of any such inspection, labour, travel, subsistence and the repair and/or replacement of the damaged and/or malfunctioning Leased Products. Customer shall inform and keep Network Innovations informed of the Product Location of the Leased Products.
- ) Customer shall not use the Leased Products for any purpose prohibited under Applicable Laws or in violation of local laws and/or applicable regulations Customer agrees to indemnify and hold harmless Network Innovations from all Losses resulting from Customer’s misuse of the Leased Products for illegal, infringing, or unauthorized purposes.
- ) Notwithstanding anything to the contrary, Network Innovations may, in its sole discretion, immediately cancel/terminate a Service Agreement without liability if Customer’s wrongful use of the Leased Products adversely affects Network Innovations’ performance or causes loss or damage to the Leased Products.
- ) Customer shall at all material times throughout the term of a Service Agreement obtain Network Innovations’ prior written approval for relocation of the Leased Products and shall bear all direct and/or incidental costs associated therewith.
- ) Customer shall ensure that the Leased Products are protected from loss or damage while in the care, custody and control of Customer. Customer shall be primarily liable for such loss or damage to Leased Products whilst under the care, custody and control of Customer. Customer assumes all risks, and will pay all costs and expenses (including attorney’s fees and all other related costs incurred therein) arising from the use, possession, or maintenance of the Leased Products, and agrees to indemnify and save Network Innovations harmless from and against any Losses relating to the use, possession or maintenance of the Leased Products, and to give Network Innovations immediate written notice of any such loss or damage, or loss of possession of the Leased Products occasioned by any cause whatsoever. Such indemnification shall survive the expiration, cancellation or termination of the applicable Service Agreement.
- ) Customer hereby assumes and shall bear the entire risk of loss, damage, theft and destruction to the Leased Products from any cause whatsoever. No loss, damage, theft or destruction to the Leased Products or any part thereof shall impair any of the Customer’s obligations. Such obligations shall continue in full force and effect throughout the service term of a Service Agreement. In the event of loss or damage of any kind whatever to the Leased Products, Customer shall, at Network Innovations’ request; repair or replace the said Leased Products and ensure it is in good working order; or pay to Network Innovations the replacement cost of the Leased Products as shall be notified by Network Innovations.
- ) Customer shall procure and continuously maintain and pay for all risk insurance against loss and damage to the Leased Products in an amount not less than the sum total of the Leased Products. The insurance shall be in such form and with such company or companies as shall be reasonably acceptable to Network Innovations and shall include Network Innovations as an additional assured and be endorsed to provide that the underwriters waive any rights of recourse, including in particular subrogation rights against Network Innovations. Customer agrees to: (i) exhibit to Network Innovations on demand the policy document and the most recent receipt for the premium, (ii) to perform any obligation required of it under the terms of such insurance, (iii) to do nothing which could invalidate any such insurance, and (iv) to pay the full replacement value of Network Innovations’ Products to Network Innovations
- ) Customer shall indemnify Network Innovations against, and hold Network Innovations harmless from, any and all Losses, arising out of third−party claims against Network Innovations that are in any way connected to Customer’s use or possession of the Leased Products.
- ) Upon the expiration or earlier termination of the applicable Service Agreement, Customer shall return the Leased Products to Network Innovations in good condition and working order, (ordinary wear and tear excepted), by delivering the Leased Products at Customer’s own cost and expense to the Product Location or such designated location as Network Innovations shall specify at the material time.
7. Disclaimer and Limitation of Liabilities
Except for warranties expressly made in this Agreement, to the extent permitted by law, Network Innovations makes no warranties or representation express or implied, either in fact or by operation of law, statutory or otherwise, including warranties of merchantability, satisfactory quality and fitness for a particular use of the Leased Products. Network Innovations shall not be liable on any basis, whether for negligence, breach of contract, misrepresentation or otherwise, for any direct or indirect loss of profit, direct or indirect loss of goodwill, direct or indirect loss of business opportunity, loss of data, direct or indirect loss of anticipated saving, or any indirect or consequential loss or damage arising under or in connection with the use of the Leased Products.
8. Lease-To-Own option available only for Leased Products (“Option to Purchase”)
Provided the Customer is not in Default or in breach of any of its obligations under a Service Agreement, if so specified in a Service Agreement, Customer will have the option to purchase the Products at the end of the applicable Lease Period by giving at least 30 days’ written notice (“Purchase Notice”) of its intention to purchase the Products to be provided at least 30 days prior to the expiry of the Lease Period. The Option to Purchase the Products is on an ‘as is’, ‘where is’ and ‘with all faults’ condition. If the Customer exercises this Option to Purchase, the Customer shall purchase, and Network Innovations shall sell the Products on the Product Purchase Terms save that the Product Purchase Price shall be based on the residual value of the Products as increased by three percent (3%) per annum or such other value as confirmed in writing by Network Innovations at its sole discretion. If the Customer does not wish to purchase the Products at the Product Purchase Price specified by Network Innovations and does not pay the Product Purchase Price within seven (7) days of notice, the Option to Purchase shall expire without further notice at the earlier of: a) the end of the said seven (7) day period or b) Purchase Notice. Upon expiry of the Option to Purchase or the Lease Period (whichever occurs later), the Customer shall at its sole cost and expense immediately return and deliver the Products to a location designated by Network Innovations.