Capitalized words not defined below refer to terms appearing above. “You/you”, “Your/your” includes each Lessee(s) and Co‐Lessee(s) named on your contract 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.
1. 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.
2. 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.
3. 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.
4. 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 Rental Amount(s) and other amounts due under this Lease, and waive any additional notice for payments due outside of the Rental 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 its bank account for the purposes of the pre‐authorized payment plan. You may revoke its authorization at any time in writing, but only upon: (1) at least thirty (30) days advance notice to the Lessor; and (2) upon making alternative payment arrangements of its 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 has 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 its financial institution or visit www.payments.ca.
5. DELIVERY & ACCEPTANCE AND LEASE COMMENCEMENT. You confirms that: (i) it directed the Lessor to purchase the Equipment; (ii) either (a) the Equipment has been delivered/provided and installed, where applicable, and You has inspected it and found it in good working order and satisfactory for its intended use; or (b) despite the Equipment not having been delivered, You nonetheless authorizes the early commencement of its payments and the coming into force of all terms and conditions of this Lease; (iii) upon the supplier presenting its invoice to the Lessor, You approves and authorizes the Lessor to pay the full amount of the invoice; and (iv) You instructs the Lessor to commence this Lease and acknowledges immediately being subject to its terms and conditions.
6. 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. The Lessor may apply any Security Deposit as it wishes, at any time, to any amounts due under this Lease. You will not earn any interest on any Security Deposit. At the termination date of this Lease, any Security Deposit, net of any arrears, payments or other amounts due, will be refunded to You, accordingly.
7. TITLE AND USE. The Lessor has title to and is the owner of the Equipment. You shall have no right, title, or interest in the Equipment except as provided herein. The Lessee warrants that the Equipment will be used for business or commercial purposes only, and in accordance with the terms of this Lease. You hold a right of use of the Equipment and without limitation must maintain the Equipment during the entire term of the Lease. The Equipment shall be located and used at the place designated on page 1 of this Lease, and shall not be moved without the prior written consent of the Lessor. You, at its own expense, will maintain the Equipment in good working order and condition, furnish all parts, accessories and other services necessary for such purpose. No export of the Equipment by Lessee shall be permitted unless Lessee has received a prior written authorization from Lessor. If Lessor so consents, Lessee shall follow all procedures as required by the Export and Import Permits Act (R.S.C. (1985), c. E‐19) and as required by any other law and/or regulation related to exportation promulgated and administered by the government of any country having jurisdiction over the parties or the transactions contemplated herein.
8. LESSOR WARRANTIES. You acknowledge that the vendor and manufacturer of the Equipment and the Equipment and its specifications were selected by You for the purpose of the rental of the Equipment by the Lessor to You under this Lease. The Lessor makes no warranty, express, implied or statutory including on the condition of the Equipment, its merchantability or its fitness for any particular purpose and as to the Lessor, You is renting the Equipment on an AS IS basis. In no event shall the Lessor have any liability for, nor shall You have any remedy against the Lessor for, consequential, special, incidental or punitive damages or any loss of profits or savings, loss of use, or any other commercial loss in connection with this Lease and the Equipment. You agree to indemnify the Lessor from any and all claims, actions, suits, proceedings, costs, expenses, damages, liabilities arising out of, connected with or resulting from the Equipment. If the Equipment is not properly installed, does not operate as represented or warranted by the vendor or manufacturer of the Equipment or isunsatisfactory for any reason, You shall make any claim on account thereof solely against the vendor or manufacturer of the Equipment and shall nevertheless pay to the Lessor all amounts payable under this Lease and waves any set off and compensation rights against the Lessor. You acknowledge that the Lessor is not an agent of the manufacturer or vendor of the Equipment and that the vendor and manufacturer of the Equipment are not agents of the Lessor. To the extent that they are assignable, all warranties from the vendor and manufacturer in respect of the Equipment are hereby assigned to You.
9. EQUIPMENT TO REMAIN PERSONAL PROPERTY. The Lessor and Lessee hereby agree that the Equipment shall always remain and be deemed personal or moveable property even though the Equipment may hereafter become attached or affixed to realty. You shall be responsible for the installation and removal of the Equipment and shall indemnify and save the Lessor harmless from any damage to any real estate, building or structure arising from the installation or removal of the Equipment. You shall not, without the prior written consent of the Lessor, make any alterations, additions or improvements to the Equipment. All such alterations, additions and improvements shall become part of the Equipment and shall be the property of the Lessor. The Lessor shall have access to the Equipment at all reasonable times for the purpose of inspecting the Equipment.
10. LAWS, TAXES AND FEES. You shall, at its sole expense, comply with all laws, regulations and orders relating to this Lease and the Equipment and agrees to pay when due all license fees, assessments and all other taxes or penalties and interest now or hereafter imposed in respect of the Equipment, its use or any interest therein, or any rental payments, including, but not limited to, all federal, provincial or local taxes however designated, levied or assessed, whether upon You, the Lessor or the Equipment or its sale, ownership, use or operation (but excluding income and capital taxes of the Lessor). You shall indemnify and save harmless the Lessor, its agents and servants, officers and directors from and against any and all actions, claims, liens, costs, disbursements, expenses (including legal expenses), liabilities or taxes whatsoever in any way relating to this Lease and/or the Equipment.
11. RETURN OF EQUIPMENT UPON TERMINATION. Assuming the Lease is in good standing, upon expiration of the Lease Term, You has the option to: (1) purchase the Equipment for the applicable purchase option price, if any, plus an applicable selling administration fee of $75.00; or (2) deliver the Equipment, in good working order and repair, to the Lessor at Your expense. If You does not exercise the purchase option or return the Equipment, the Lessor may, in its sole and absolute discretion: (i) automatically renew this Lease on a month‐ to‐month basis, for monthly payments equal to the monthly Rental Amount until either the purchase option is exercised or the Equipment is returned; and/or (ii) enter the premises where the Equipment may be, without legal process, and take possession of the Equipment at Lessee’s expense. You hereby waive any claims for damages which it mightotherwise have by reason of any such entry, taking or removal, by the Lessor, including claims for trespass.
12. INSURANCE. You are responsible for the risk of loss or damage to the Equipment. You agrees 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 per event 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 the Lessor does not receive 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 its 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 agrees that the Equipment will be repaired or replaced and it 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, the Lessor shall not be required to provide You with replacement equipment, but You shall continue to pay the Rental Amount for the Term, uninterrupted. Where the Equipment is lost, stolen, destroyed or otherwise unavailable to You or, in the opinion of the insurer, the Equipment is damaged beyond repair, You agrees to continue to pay the Rental Amount for the Lease Term until a complete and full resolution, as determined by the Lessor, in its sole and absolute discretion, is received by the Lessor from the insurer and/or You. All expenses incurred under this paragraph shall be borne by You. Any shortfall resulting from an insurance indemnity and any expense incurred by the Lessor under this Lease shall be paid by You on demand. You authorize the Lessor to settle on Lessee’s behalf any insurance claim and to complete any proof in his name. You further assign to the Lessor any benefits from a premium reimbursement or an insurance indemnity and further authorizes Lessor to endorse in Your name any cheque made payable to You.
13. REPRESENTATIONS AND WARRANTIES. Lessee represents that it has the required capacity, power and authority to enter into this Lease and has obtained all necessary authorizations in such regard. The execution, delivery and performance by You of this Lease does not contravene any applicable law or regulation or any order of any governmental authority having jurisdiction over it, nor with any agreement of You nor with the provisions of its constating documents, including any shareholders’ agreement. All information supplied to the Lessor regarding You and the Lease is true and complete in all material respects. You are in compliance with all applicable environmental laws and regulations. None of You or any of its respective directors, officers, employees or agents is a person listed in any sanctions‐related list of designated persons maintained by the Government of Canada, the Office of Foreign Assets Control of the U.S Department of Treasury, the U.S Department of State, the United Nations Security Council, the European Union or any EU member state or any person owned or controlled by any such person. You shall not, directly or indirectly, engage in or conspire to engage in any activity that may or does cause the Lessor to be in breach of or has the purpose of evading or avoiding, or attempts to violate any applicable law relating to financial transactions, anti‐money laundering and terrorism, including, but not limited to, Canadian and United States economic sanctions, the USA Patriot Act, the Criminal Code, the Freezing Assets of Corrupt Foreign Officials Act and the Proceeds of Crime (Money Laundering) and Terrorist Financing Act. These representations and warranties shall continue to be true and complete for the entire duration of the Lease.
14. EVENTS OF DEFAULT. The occurrence of any one or more of the following by You shall constitute an Event of Default: (i) failure to pay any amounts payable hereunder; (ii) failure to perform or observe any covenant, term or condition hereunder; (iii) any material misrepresentation made by You in seeking or performing this Lease; (iv) You defaults in observing, performing or complying with any covenant, undertaking, condition or obligation contained in any other agreement between You and the Lessor or any affiliate of the Lessor (v) You becomes insolvent or commits an act of insolvency, bankruptcy, reorganization, or receivership proceedings are instituted by or against You; (vi) a writ, judgment, execution, liens, attachment or process is issued or levied against the Equipment; (vii) movement of the Equipment from the location listed on this Lease without the express written consent of the Lessor; (viii) loss of control or possession of its business premises and/or the Equipment to the Landlord, any creditor or any other third party; (ix) the Equipment at risk; (x) You selling its business or assets in bulk or otherwise disposing of any part of its assets out of the normal course of its business or ceasing all operations. Upon the happening of any Event of Default, the Lessor may, in its sole and absolute discretion: (i) enter upon the premises where such Equipment is located and take immediate possession thereof, whether it is affixed to real property or not, and remove the same without incurring liability by reason of such entry or repossession, whether for damage to property or otherwise; (ii) make any Equipment software inoperative through any means, (iii) terminate this Lease and by written notice to You and require You to pay to the Lessor as its financial obligation, the sum of (a) any amounts due and unpaid, including, as a genuine pre‐ estimate of actual damages for loss of a bargain and not as a penalty, an amount equal to the present value of the aggregate of all remaining monthly payments payable to the expiration of the Lease Term; (b) the amount of any residual value in the Equipment; (c) interest in accordance with the ‘Collection Charges’ provision of this Lease; (d) all insurance proceeds; and (e) all legal costs incurred by Lessor as a result of the Event of Default. Lessee understands, acknowledges and accepts that no remedy of the Lessor available in this Lease, in law or in equity, shall be exclusive or dependent on any other such remedy, but any one or more of such remedies may be exercised independently or in combination.
15. 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.
16. ADDITIONAL COLLATERAL SECURITY. As general and continuing collateral security for the payment and performance of all of Lessee’s 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 its 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. In the Province of Quebec, the security interest is deemed to be a universal hypothec in the amount of $25,000.00, granted on all movable property and accounts receivables of Lessee.
17. COLLECTION CHARGES. Should You fail to pay, when due, any amount owing under this Lease, You shall also pay to the Lessor interest thereon from the date thereof until paid in full at the annual rate of 26.82% on such amounts, calculated and compounded at the rate of 2% per month. Where a payment is returned for any reason whatsoever, You agrees to pay to the Lessor a charge in an amount the greater of $50.00 or the actual bank charge.
18. CREDIT INVESTIGATION & CONSENT TO PERSONAL INFORMATION SHARING. You consents to the Lessor, and parties designated by the Lessor, to collect, update, use, share and disclose 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. The Lessor may share personal information with those third parties who wish to acquire our company, or any part of our business including without limitation any of our Leases and/or or any person who purchases all or part of our debt portfolio, in which instance such third party would be the Lessor. Lessor may also share this information with credit bureaus and reporting agencies, businesses and financial institutions with whom You has had or may have a financial relationship and third‐party collection agencies engaged for purposes of maintaining the integrity of the credit reporting industry and to assist in the collection of bad debt. You are aware of, and consents to, personal information being transmitted between Canada and the United States of America for the purposes herein, and You further understands, acknowledges and accepts that personal information, and the privacy protections afforded thereto, are therefore subject to the laws of both Canada and the United States of America.
19. SECURITY INTERESTS. To secure Your performance of its obligations hereunder, You grants the Lessor a continuing security interest in any interest You has in the Equipment, in all proceeds thereof (including proceeds of insurance) and in any rental payments receivable on any sublease permitted by the Lessor. You agree that the Lessor has all rights of a secured party under any applicable personal property security legislation and at law and in equity. To the extent this Lease creates a security interest, such security interest is a purchase money security interest (as the terms “security interest” and “purchase money security interest” are used in the Personal Property Security Act (Ontario) and shall be interpreted with similar effect under analogous legislation in force in any other relevant jurisdiction. This clause is not applicable in the Province of Quebec.
20. ASSIGNMENT. You agree not to transfer, sell, assign, sublet, pledge or encumber either the Equipment or any part of the Equipment or any rights or obligations under this Lease without the prior written consent of the Lessor and notwithstanding the Lessor’s consent, You, its heirs, executors, administrators, successors, trustees and assigns and any guarantor shall remain jointly and severally liable (solidarily in the Province of Quebec) under this Lease. The Lessor may at any time assign all or part of its right, title and interest in this Lease and the Equipment and the Lessor may grant security interests in the Equipment subject to Your rights therein as set forth in this Lease and, in such events, all of the provisions of this Lease for the benefit of the Lessor shall inure to the benefit of the Lessor’s assignee but such assignee shall not be liable for or be required to perform any of the Lessor’s obligations to You. All rental payments due and to become due under this Lease and assigned by the Lessor shall be paid directly to the Lessor’s assignee upon written notice of such assignment to You and the right of such assignee to the payment of assigned rental payments and the performance of all Lessee’s obligations and to exercise any other rights of the Lessor hereunder shall not be subject to any defence, counterclaim or set‐off which You may have or assert against the Lessor and You hereby agrees that it will not assert any such defences, set‐offs or counterclaims and claims against the Lessor’s assignee.
21. GOVERNING LAW. This Lease shall be interpreted and enforced in accordance with the laws of the Province wherein the Lease is entered into and You agrees to attorn to the non‐ exclusive jurisdiction of the courts of such Province or as the Lessor selects. This Lease shall not be interpreted in accordance with any consumer protection laws as the Equipment is or will be used for business purposes only. The provisions of The Limitations of Civil Rights Act (Saskatchewan), Sections 19 to 24 of the Sale of Goods on Conditions Act (British Columbia) and Sections 47, 49 and 50 of the Laws of Property Act (Alberta) are waived by You. You waive the right to receive any financing statement, financing change statement or other filings made by the Lessor with respect to this Lease. If this Contract is concluded in the Province of Quebec, You acknowledges that this Lease shall be considered a Contract of Leasing, governed by Section 1842 and ss. of the Civil Code of Quebec.
22. FAX/ELECTRONIC COPY AND COUNTERPARTS. You and Lessor agree that this Lease 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. You and Lessor agree that a fax or electronically transmitted copy of this Lease 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.
23. MISCELLANEOUS. You and Lessor agree, acknowledge and accept the following terms are also applicable to this Lease: (1) This Lease be written in the English language. Les parties en présences conviennent à ce que ce document soit rédigé en anglais; (2) there are no other agreements affecting their rights under this Lease and/or the Equipment except those in writing signed by the relevant parties; (3) This Lease shall be binding upon the parties hereto and their permitted successors and assigns; (4) Any amendment, addition or schedule to this Lease must be in writing and signed by the relevant parties; (5) 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; (6) Even though previously signed by You, the Lessor is authorized to: (i) complete or correct this Lease by the insertion or correction of names, serial numbers, make/model numbers and/or identifying references to the Equipment; and (ii) by adjustments and/or corrections deemed by the Lessor to be clerical in nature. You acknowledges and agrees that clerical errors shall not affect the validity of this Lease, and the Lessor shall be entitled to unilaterally correct same; (7) No waiver by the Lessor of any term of this Lease shall constitute a waiver of any other term of this Lease by the Lessor or waiver of the Lessor’s rights; (8) If more than one party signs this Lease as Lessee and Co‐Lessee, each party shall be jointly and severally liable (solidarily in the Province of Quebec); (8) You has received a copy of this Lease; (9) All indemnities of the Lessor by You, and where applicable, all obligations of You as set in this Lease shall survive the completion/termination of this Lease;(10) 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; and (11) You agrees to execute such further documents as the Lessor may require, to give effect to this Lease.