Chef Choice Equipment Rentals Inc.
Rental Agreement b
TERMS & CONDITIONS
Capitalized words not defined below refer to terms appearing above. “You/you”, “Your/your” includes each Lessee(s) and Co‐Lessee(s) named above including all applicable aliases. The word Lease refers to this Lease Agreement. Whenever the context so requires, the singular shall include the plural and vice versa. Upon signing this Lease, you agree to all of the terms and conditions herein.
Notice: This is a non‐cancelable, binding contract. It contains important legal and financial terms and conditions. Please read all pages carefully, including all attached schedules. Feel free to ask questions and seek legal and/or financial counsel before signing.
- Renting and Leasing. You acknowledge that within this contract, Leasing and Renting are interchangeable terms and Chef Choice Equipment Rentals Inc. (Lessor) has rented and/or leased equipment to you, the customer. The Lessor will continue to own and hold title to all the equipment in this contract until all payments due by the Customer to Lessor as described in this agreement have been made.
- Service Provider. You acknowledge that in addition to renting or leasing the Equipment from the Chef Choice Equipment Rentals Inc. (the “Lessor”), you may be obtaining software and/or data related services (collectively the “Service”) from a service provider, who has been chosen solely by you. You acknowledge that the Service is being provided by an independent service provider and not the Lessor, with all applicable terms and conditions with respect to the Service being governed by whatever agreement(s) you have with the service provider, including the relevant costs, charges, fees and length of term pertaining to the Service (collectively the “Service Fee”). All issues, questions, obligations and liability in relation to the Service and Service Fee are between you and the service provider, and are to be directed by you to them. You acknowledge that the name ‘branded’ at the top of the first page of the Rental Contract and Invoice may be that of the Vendor, Service Provider or any combination thereof and not necessarily that of the Lessor. Regardless of same, you understand and acknowledge that these parties are independent and arm’s‐length from the Lessor.
- You selected the Equipment and Vendor, and instructed the Lessor to purchase the Equipment, which includes all affixed parts and accessories, for the purpose of leasing it to you on the terms described herein. You are leasing the Equipment “as is”. You may not cancel this Lease for any reason, including but not limited to, Equipment failure, loss or damage, or any deficiency or issue with respect to the Equipment or Service.
- Pre‐Authorized Payment Plan. You authorize the Lessor to draw payments periodically or otherwise, as applicable, under a pre‐authorized payment plan from your bank account to cover the Payment Amount(s) and other amounts due under this Lease, and waive any additional notice for payments due outside of the Payment Amount(s). Prior to commencement of this Lease, you shall provide the Lessor with a void cheque for the purposes of the pre‐authorized payment plan. Additionally, you will advise the Lessor on an immediate and ongoing basis of any changes to your bank account for the purposes of the pre‐authorized payment plan. You may revoke your authorization at any time in writing, but only upon: (1) at least twenty (20) days advance notice to the Lessor; and (2) upon making alternative payment arrangements of your obligations hereunder in a manner satisfactory to the Lessor in the Lessor’s sole and absolute discretion. You have certain recourse rights if any debit does not comply with this agreement. For example, you have the right to receive reimbursement for any debit that is not authorized or is not consistent with this agreement. To obtain: (1) more information on your recourse rights; (2) a sample cancellation form; or (3) for more information on your right to cancel this agreement; you may contact your financial institution or visit cdnpay.ca
- The Lessor is the owner of the Equipment. Title to the Equipment shall at all times remain with the Lessor. You shall have no right, title or interest in the Equipment except as contained in this Lease. As part of the Lessor’s interest(s) herein, You understand the Lessor may file/register all such security interest(s): (1) as against You; and (2) as against the Equipment.
- Transfer and Assignment. You will not transfer, sell, sublease, assign, pledge or encumber either the Equipment or any rights under this Lease, whether directly, by change of ownership of your shares or otherwise, without the Lessor’s prior written consent. Any such consent is in the sole and absolute discretion of the Lessor. If the Lessor consents, the Lessor may charge a fee, in an amount as determined in the Lessor’s sole and absolute discretion. The Lessor may sell, assign or transfer its rights and interests under the Lease, without notice, with the assignee having the same rights and benefits the Lessor now enjoys. The rights of the assignee will not be subject to any claims, defences or set‐offs that the Lessee may have specifically against the Lessor.
- Representations and Warranties. You acknowledge that: (1) you alone have full knowledge of the Equipment and its condition; and (2) that the Lessor has had no part in the selection of the Equipment nor had the opportunity to inspect the Equipment. Except as hereafter set forth, you agree there are no representations, warranties or conditions (express, implied, statutory or otherwise) whatsoever from the Lessor with respect to the Equipment, including, without limitation, as to its condition, merchantability, design, capabilities, operation, use, quality or fitness for any particular purpose. To the extent that they are assignable, the Lessor assigns to you, without recourse as against the Lessor, all warranties from the Vendor in respect of the Equipment. The Lessor is not responsible for Equipment failure or the Vendor’s acts, or for any service, repairs or installation. The Lessor is not liable for any loss, expense or damage of any kind whatsoever caused, directly or indirectly, by the Equipment or Service, or their use, operation, ownership, any loss of business or other damage(s) whatsoever and howsoever caused.
- Business Purposes and Equipment Location. You agree that the Equipment will be used for commercial purposes only and not personal, family or household purposes and accordingly will not be subject to or interpreted in accordance with any consumer protection laws. You may not move the Equipment from the address indicated above, or alter the Equipment, without the Lessor’s prior written consent. Such removal without consent shall be deemed theft of the Equipment and also trigger a default of this Lease.
- Rental Payment and Charges. You agree to rent the Equipment from the Lessor during the Term for the number of payments and for the amounts specified herein, and under the terms and conditions set out herein as well as any schedule hereto (collectively, the “Payments”). You acknowledge that the Payments are rental payments for the use of the Equipment, and not payments of principal and interest. The Payments include a return on investment to the Lessor and therefore the total payments are greater than the purchase price of the Equipment. You also agree to pay the Lessor an initial administration fee of up to $500.00. Your receipt of an invoice is not a condition of your obligation to pay the Payments or other amounts owing under this Lease, when due. When a Payment or other amount is not paid when due, you agree to pay interest on the overdue amount(s) at the rate of twenty‐six and eighty‐two one‐hundredths percent (26.82%) per annum, on such amount(s), calculated and compounded at the rate of two percent (2%) per month, compounded monthly. You also agree to pay the Lessor a returned payment charge of up to $75.00 for each dishonoured payment. You agree to indemnify the Lessor against any costs, expenses, fees, charges, taxes and claims (including legal costs on a full indemnity basis) which the Lessor may incur or become liable for in connection with your possession, maintenance, use or operation of the Equipment or the Lease, without set‐off, reduction or abatement.
- Taxes. You will be responsible for, and pay, all taxes and charges (Federal, Provincial, Territorial, Municipal, or otherwise) incurred by you or the Lessor which may now or hereafter be payable with respect to this Lease.
- Security Deposit. The Lessor may, in its sole and absolute discretion, apply any Security Deposit to any amounts due under the Lease or any of your obligations to the Lessor under any other agreement. You will not earn any interest on the Security Deposit. At the termination of this Lease, the Security Deposit, net of any arrears or other amounts owing hereunder, will be refunded to You.
- Equipment Maintenance. At your own expense, you will maintain the Equipment in good working condition, furnish parts, repair and obtain other services necessary for such purpose, as set out in the owner’s manual in accordance with the manufacturer’s suggested maintenance schedule. Only certified technicians will be allowed to repair the Equipment. The Lessor, or a party designated by the Lessor, shall, at all reasonable times, have access to the Equipment for the purpose of inspecting it. You may, from time to time, add parts or accessories to the Equipment only if such addition does not impair the value or utility of the Equipment or affect any warranty, and only upon receiving written permission from the Lessor. All replacement parts and accessories shall immediately upon attachment to the Equipment become the property of the Lessor. Lessor may, in its sole and absolute discretion, but is under no obligation, to arrange and pay for all repairs and replacements necessary to maintain the Equipment in good repair. Any costs incurred by the Lessor relating to the Equipment shall be immediately due and payable to the Lessor by you and shall form part of the outstanding balance of the Lease.
- End of Lease or Termination. Upon expiration of the Term, you shall deliver the Equipment to the Lessor or a party designated by the Lessor, at your expense, in good working order and repair. If the Equipment when returned by you or recovered by the Lessor, is not in good condition or repair, Lessor may, at your expense, payable on demand as additional amounts owed under this Lease, make all repairs and replacements necessary to put such Equipment in as good condition as at the commencement of the Term, reasonable wear and tear excluded. However, assuming the Lease is in good standing, the Lessor may, in its sole and absolute discretion, extend to you, in writing, an option to purchase the Equipment for a specified price (the “Purchase Option”), plus a selling fee of up to $500.00 plus applicable taxes upon expiration of the Term or as otherwise indicated in writing. If you do not return the Equipment or exercise any applicable Purchase Option, then this Lease shall automatically renew on a period‐to‐period basis, for periodic payments each in an amount equal to the amount of the periodic payment provided herein until either the Equipment is returned or any applicable Purchase Option is exercised. All other terms and conditions contained in this Lease will remain unchanged.
- Insurance. You are responsible for the risk of loss or damage to the Equipment. You agree to: (1) keep the Equipment insured against all risks of loss in an amount at least equal to its replacement cost, with a maximum deductible of $1,000; (2) list the Lessor as sole loss payee and additional insured; (3) where the Equipment is a plated trailer, maintain a standard automobile policy including third party liability with a combined single occurrence limit of at least $1,000,000.00 unless a higher limit is required by the Lessor or by Law; and (4) give the Lessor written proof of the applicable insurance. Evidence of renewal of the expiring policy must be delivered to the Lessor at least thirty (30) days prior to the expiration date. If you do not give the Lessor such proof, the Lessor shall have the right, but not the obligation, to obtain insurance at your expense. Proceeds of insurance may be applied as the Lessor deems fit, including toward payment of your obligations hereunder. You agree to notify the Lessor forthwith of any loss or damage to the Equipment. You will, at your own expense, complete all proofs of loss and take all other steps necessary to assist the Lessor with recovering insurance benefits. If the Equipment should be damaged but is capable of being repaired and the proceeds are insufficient to pay the cost of the repair, you accept that the Equipment will be repaired or replaced and you will be responsible and pay any and all shortfalls between the insurance proceeds and the repair or replacement costs. Where the Equipment is to be repaired, you agree that the Lessor shall not be required to provide you with replacement equipment in the interim, but you shall continue to pay the Payments for the Term, uninterrupted. Where the Equipment is lost, stolen, destroyed or otherwise unavailable to the Lessee or, in the opinion of the insurer, the Equipment is damaged beyond repair, you agree to continue to pay the Payments for the Term until a complete and full resolution, as determined by the Lessor, in its sole and absolute discretion (the “Resolution”), is received by the Lessor from the insurer and/or you. Performance by Lessor under this section will not affect or release your obligations and liabilities. All expenses incurred under this paragraph shall be borne by you.
- Default. You are in default under this Lease if: (1) you fail to pay any Payment or any other amount under this Lease when due; (2) you default under any other lease or agreement between you and the Lessor or under the terms of any other indebtedness; (3) any representation or warranty which you make in obtaining or performing the Lease, is or becomes untrue; (4) you fail to provide adequate insurance as detailed in the “Insurance” clause herein; (5) any of the Equipment is lost, stolen, damaged or destroyed and such loss, etc., is not covered by insurance; (6) as contemplated in the “Insurance” clause herein, the Equipment is damaged beyond repair and the Lessor has determined the applicable Resolution, which you subsequently fail to pay/honour; (7) you make any assignment for the benefit of your creditors, become insolvent, commit an act of bankruptcy, cease or threaten to cease to do business as a going concern or seek any arrangement or composition with your creditors; (8) any proceeding in bankruptcy, receivership, liquidation, or insolvency is commenced against you or your property; (9) the Lessor, in good faith, believes that the prospect of payment under this Lease is impaired; (10) the Lessor, in good faith, believes the Equipment, or the business premises at which the Equipment is located, is in jeopardy or otherwise at risk; or (11) you fail to comply with any other provision(s) of this Lease. You acknowledge that you are jointly and severally liable for the performance of all of your obligations under this Lease.
- Remedies. If you are in default under this Lease: (1) all Payments, reduced by a net present value discount of two percent (2%) per annum, and other amounts due to the end of the Term shall immediately and without notice become due and payable; (2) you will immediately return all Equipment to the Lessor in good working order, at your cost, in a manner and to a location designated by the Lessor; (3) Lessor may, without notice and without resort to legal process, take immediate possession of the Equipment; (4) the Lessor may, without notice and without court order, enter the premises where the Equipment is located for the purposes of repossessing the Equipment; (5) the Lessor is entitled to sell, lease or otherwise dispose of the Equipment on such terms as the Lessor deems fit; (6) the Lessor may make any software used on the Equipment inoperative; (7) the Lessee hereby irrevocably grants Lessor the right to sign a voluntary consent and order for the surrender and sale of the Equipment on Lessee’s behalf; and (8) the Lessor is entitled to any other remedies available at law, in equity, by statute or otherwise. The Lessor’s remedies shall be cumulative and not alternative. You shall pay the Lessor all costs of repossession of the Equipment and of enforcement of all the Lessor’s rights, including without limitation, legal costs on a full indemnity basis. You shall have no recourse or claim for damages as against the Lessor whatsoever in respect of the Lessor exercising any of its rights and remedies within this Lease.
- Cross‐Collateral Default. A default under this Lease shall be deemed and trigger a default under any other agreement(s) between Lessor (whether Lessor is original Lessor or assignee) and any or all Lessees that are a party to this Lease. Lessor may elect, in its sole discretion, to forebear enforcement on any other agreement, but in so doing, Lessor shall not be deemed to have waived its rights under this section. Lessor, for the purposes of this section only, shall be defined to include associated companies.
- Additional Collateral Security. As general and continuing collateral security for the payment and performance of all of your present and future debts, obligations and liabilities to the Lessor, from time to time, including future advances against the Equipment, you hereby grant a continuing security interest in, and charge and hypothecate all of your right, title and interest in and to all present and future equipment, vehicles and other assets with regard to which the Lessor has provided or may provide any value, including the Equipment, (including without restriction, for acquisition, lease, use, operation or otherwise) together with all proceeds thereof of whatever nature and kind howsoever arising, for all debts, obligations and liabilities owed to the Lessor running concurrently with this Lease. Lessor, for the purposes of this section, shall be defined to include associated companies.
- Governing Law. This Lease shall be interpreted and enforced, at the sole option of the Lessor, in accordance with the laws of the Province in which the Equipment is located at the commencement of the Lease, where located upon default in the Lease, or, the Province of Ontario and the Lessee attorns to the jurisdiction of such court as the Lessor selects. You waive the provisions of The Limitations of Civil Rights Act (Saskatchewan). You agree that in enforcing the Lessor’s rights under this Lease, the Lessor is not restricted to fees set out in the Distress Act (Manitoba). To the extent permitted by law, you waive your rights, benefits and protection given by the Judicature Act (Alberta). To the extent possible, you waive the right to receive any financing statement, financing change statement or other filings made by the Lessor with respect to this Lease.
- Miscellaneous. You agree that this document be written in the English language. Vous convenez que ce document soit redigé en anglais. In the event that any provisions of this Lease are invalid, illegal or unenforceable, it shall not affect the validity, legality or enforceability of any other provision of this Lease or the Lease as a whole. You agree to execute such further documents as the Lessor may require, to give effect to this Lease. This document, including any amendment, addition or schedule hereto, general security agreement and/or cross‐collateral agreement constitutes the entire agreement between you and the Lessor for this Lease. Any amendment, addition or schedule to this Lease must be in writing and signed by the applicable party/parties. Any waiver of a right under this Lease must be in writing. Any notice shall be in writing and shall be deemed to be received when actually received or five (5) business days after mailing to the billing address set out above. Even though previously signed by you, the Lessor is authorized to: (1) complete or correct this Lease, and any ancillary documents, by the insertion or correction of your name(s), serial number(s), make/model number(s) and/or identifying references to the Equipment; and (2) make adjustment and/or corrections deemed by the Lessor to be clerical in nature. Clerical errors shall not affect the validity of this Lease, and the Lessor shall be entitled to unilaterally correct same.
- Fax/Electronic Copy and Counterparts. This Lease and any ancillary documents hereto may be signed in counterparts, each of which shall be deemed to be an original and which together shall constitute one and the same document. A fax or electronically transmitted copy of the Lease, and any ancillary documents, and the signatures therein, or any counterpart thereof, shall be sufficient for contractual purposes, with the fax or electronically transmitted copy being deemed to be an original. Notices and other documents required by law may also be sent by the Lessor electronically or by fax, with the documents being deemed received on the same day of the transmission.
- Personal Information. You consent to the Lessor, and parties designated by the Lessor, to collect, update, use, share and disclose your personal information, financial or otherwise, for the purposes of: (1) credit adjudication; (2) enabling the Lessor, and parties designated by the Lessor, including but not limited to, financial institutions and other funding sources, to provide leasing services; and (3) any other purpose set out in the Lease or credit application, including enforcement of this Lease and/or any court order obtained by Lessor in conjunction with this Lease. You further consent to the Lessor, and parties designated by the Lessor, obtaining information in accordance with this section from any source (creditor or otherwise), and each source is hereby authorized by Lessee to provide such information to Lessor. You are aware of, and consent to, your personal information being transmitted between Canada and the United States of America for the purposes herein, and you further understand, acknowledge and accept that your personal information, and the privacy protections afforded thereto, are therefore subject to the laws of both Canada and the United States of America.
- Lease Commencement Authorization. You confirm that: (1) the Equipment has been delivered/provided and installed, where applicable, and that you have inspected it and found it in good working order and satisfactory for its intended use; or (2) despite the Equipment not having been delivered, you nonetheless authorize the early commencement of your payments and all other terms and conditions of the Lease. Upon Vendor presenting invoice to the Lessor, you approve and authorize the Lessor to pay the full amount of the invoice and you instruct the Lessor to commence the Lease and acknowledge immediately being subject to the terms and conditions of the Lease.