This Agreement of
Lease made at .................... this .................. day of
................, 2000, between ABC Co. Ltd., a company incorporated under the Companies
Act, 1956 and having its registered office at .................... (hereinafter
referred to as "the lessor") of the FIRST PART and XYZ Co. Ltd., a
company incorporated under the Companies Act, 1956 and having its registered
office at ................... (hereinafter referred to as "the
lessee") of the Second Part and M, son of .................... resident of
..................... (hereinafter referred to as "the Guarantor") of
the Third Part.Whereas on the
request made by the Lessee, the Lessor has agreed to purchase the equipment,
more particularly described in the Schedule hereto (hereinafter referred to as
"the Equipment") at the price mentioned in the proposal form signed
by the Lessee.And Whereas the
Lessee has offered to take the equipment so purchased by the lessor.And Whereas the
Guarantor has agreed to stand surety for the payment of lease rentals and
observance and performance of covenants, stipulations and terms and conditions
of this agreement.And Whereas the
Lessor has agreed to purchase and lease the said equipment to the Lessee upon
the terms and conditions hereinafter appearing.Now it is Hereby
agreed as Follows:1.
In
pursuance of the said agreement and in consideration of the lease rent hereby
reserved and of the covenants, stipulations and terms and conditions herein
contained and on the part of the lessee to be observed and performed, the
Lessor doth hereby grant the lease of the equipment unto the Lessee upon the
terms and conditions hereinafter mentioned for the term of ...............
years commencing on the .................... day of ...................., 2000.2.
The
Lessee shall pay to the Lessor lease rent at the rates on the days and in the
manner specified in the Schedule hereunder written without deduction or
abatement in advance on the 1Oth day of each calendar month, the first such
payment to be made on the .................... day of .................... and
if the lease rent is not paid on the due dates, the Lessee shall pay interest
thereon at the rate of .................... % per month from the due date till
payment.3.
The
equipment shall be delivered to the Lessee by the manufacturer at the Lessee's
factory at the address specified in the Schedule and the Lessor will not be
liable for any loss or damage caused to the equipment before or in the process
of transportation or delivery of the equipment.4.
The
Lessee acknowledges, declares and agrees that:i.
the
equipment is of a size, design, capacity and manufacture selected by the
Lessee;ii.
the
Lessee has selected the equipment and the manufacturer based on its own
judgment;iii.
the
Lessor is not the manufacturer or supplier of the equipment and it has not made
any representations or statement about the equipment and the Lessee disclaims
any reliance on the statement made by the Lessor, if any relating to the
equipment;iv.
the
Lessee has not given any warranties express or implied on to any matter
whatsoever including the condition, fitness or merchantability of the equipment
or suitability of the same for any purpose;v.
the
Lessor will not be liable to the lessee for any liability, claim, loss, damage
or expenses of any kind or nature whatsoever arising from the leasing,
installation, use or operation of the equipment or its failure to operate or
perform or otherwise howsoever.1.2.3.4.5.
The
lessee shall throughout the said term:i.
Pay
the lease rentals and other amounts regularly and punctually payable hereunder.ii.
Keep
and maintain the equipment in good and substantial repair and condition (fair wear
and tear excepted) and in case the equipment is required to be repaired, to get
the equipment repaired by the person, firm or body nominated by the lessor and
in the event of the lessee failing to do so, the lessor shall be entitled to
take possession of the equipment and get the equipment repaired and in such
case the lessee will forthwith repay to the lessor the full cost of repairs
incurred by the lessor.iii.
Install,
use and operate the equipment properly and carefully and in conformity with the
instructions given by the manufacturer in this behalf.iv.
To
pay or cause to be paid all rates, taxes, licence fees, duties, surcharges,
registration charges and other outgoings payable in respect of the equipment,
or its installation, use or operation thereof or in respect of the premises
where the equipment may be placed or kept for the time being and on demand
produce the receipts thereof to the lessor or his authorised representatives
and in case of failure by the lessee to pay the rates, taxes, etc., the lessor
shall be at liberty (but not bound) to make all or any of such payments and to
recover the amount thereof from the lessee forthwith.v.
Keep
the equipment at all times in its possession and control at the location shown
herein viz. .................... and will not remove the said equipment
therefrom without the prior written consent of the lessor.vi.
Not
cause or permit affixation of equipment to any immovable property.vii.
Insure
and keep the equipment insured during the term of the lease, at its own cost,
in the name of the lessor against loss or damage by theft, fire, accident, and
other risks and on such terms as the lessor may require with
.. company Ltd. for an amount equal to the full value of
the equipment, in the event of the lessee failing to insure, the lessor may do
so and recover the cost thereof from the lessee forthwith. The Lessee shall pay
the insurance premiums and shall hand over the policies of insurance and
receipts of payment of premiums to the lessor.viii.
Not
to make any alteration, addition or improvement in equipment without the prior
written consent of the lessor and any alteration, addition or improvement when
made to the equipment shall be deemed to be part and parcel of the equipment
owned by and belonging to the lessor.ix.
To
permit lessor and all persons authorised by it at all reasonable times to enter
upon the premises where the equipment is placed or kept for the time being in
force and to inspect and examine the condition of the equipment.x.
Obtain
all necessary licences, permissions, etc. for the use and operation of the
equipment and not to use the equipment in contravention of the terms and
conditions of such licences, permissions, bye-laws or regulations of any local
or statuary authority for the time being in force.xi.
To
indemnify and keep indemnified the lessor against any claim, demand,
liabilities, proceedings or expenses, brought, filed or incurred against him
relating to the transportation, delivery, operation or use of the equipment
including injuries to or death of persons arising from or pertaining to the
transportation possession, installation, operation or use of the equipment.xii.
The
lessee acknowledges, declares and confirms that it holds the equipment as a
mere bailee and the lessor is and will be having sole and exclusive right,
title and interest in the equipment and the lessee will affix or place plate or
makings on the equipment indicating the lessors title and therein.xvii.
If
the equipment or any part thereof is lost, destroyed or damaged, the lessee shall
notify you the same to the lessor and receive the moneys from the insurance
company and hold the same on trust for the lessor and pay or apply the same as
directed by the lessor.ii.
If
in the opinion of the lessor, the equipment is lost, stolen or damaged to such
extent, which is incapable of repair; the insurance money will be applied to
make good the damages under the insurance policies.iii.
If
in the opinion of the lessor. the equipment can be repaired then the insurance
monies shall be applied in repairing or replacing the equipment with similar
type and quality and in such an event the replaced equipment shall be held by
the lessee under the terms of this lease.iv.
Save
as provided in above sub-clauses, the loss, theft or destruction of or damage
to the equipment shall not affect the continuance of the lease and the lessee
will continue to be liable to pay lease rentals in respect of the equipment.v.
If
the lessee-i. fails to pay lease
rentals or part thereof or any other payments payable hereunder for a period of
one month; orii. fails to effect
insurance of the equipment or fails to pay insurance premiums as and when due
or fails to reimburse the same to the lessor if paid by him; oriii. sells, mortgage,
charge, demise, sub-let or otherwise dispose of or tries to sell, mortgage,
charge, demise, sub-let or otherwise dispose of the equipment; oriv. fails to perform or
observe its covenants, stipulations, terms and conditions, to be performed or
observed by the lessee under this lease deed or in any other document executed
by the lessee in connection herewith and such failure or breach continues for a
period of one month after service of written notice to the lessee; orv. pass a resolution of
winding-up or have a petition for winding- up presented against or if a
receiver shall be appointed of the whole or part of the assets, properties or
undertakings of the lessee or shall compound with or enter into any composition
with its creditors;vi. do or suffer any act
or thing or omits to do or suffer any act or thing, in consequence of which the
equipment may or is likely to be distrained, endangered, attached or taken
execution under any legal process or by any public authority.'vii. if any judgment or
order against the lessee shall remain unsatisfied for more than fourteen days;viii. if he abandons the
equipment.Then and on the
occurrence of any such event it shall be lawful for the lessor to terminate
this agreement, without prejudice to any action that it may take against the
lessee for any right or remedy under this agreement or otherwise at law or to
exercise all or any of the following rights or remedies viz:i.
to
take possession of the equipment and for that purpose enter upon any premises
where the equipment is or is believed by the lessor to be for the time being
situated and detach and dismantle the equipment;ii.
sell,
transfer, assign, lease or dispose of the equipment or part thereof by public
or private sale with or without notice to the lessee;iii.
i.iv.
ii.v.
require
the lessee to pay to the Lessor all sums due and payable under this lease,
interest on the due lease, rentals, liquidated damages for loss of a bargain
and not as a penalty and other expenses incurred by the lessor due to
termination of the lease before the term of the lease;vi.
exercise
any other right or remedy available to the lessor under any law for the time
being in force.It is hereby declared
that the lessee shall also be liable to pay all legal fees, costs and expenses
incurred by the lessor from the foregoing defaults or the exercise of the
lessors' remedies and the remedies referred to above are not intended to be
exclusive, but shall be cumulative and shall be in addition to any other remedy
available to the lessor under any law for the time being in force.1.2.3.4.5.6.7.8.9.
Any
express or implied waiver, by the lessor of any default shall not constitute a waiver
of any default by the lessee or waiver of any of the lessor's right. The lessor
shall not be deemed to have waived any of the lessor's rights or any provision
of this agreement or any notice given hereunder unless such waiver be provided
in writing by lessor.10. If the lessee having
paid all lease rentals and other amounts payable under the lease deed and
observed and performed all the covenants, stipulations, terms and conditions,
shall desire to renew this lease and shall give notice of such desire not less
than .................... months prior to the expiration of the term hereby
granted, the lessor shall grant renewal of the lease for a further period of
.................... years commencing on the date of expiration of this lease
on the same terms and conditions as those herein contained including the right
of renewal, but at a lease rental of Rs........... per month.).11. Upon expiry of the
lease term hereby granted or renewal hereof or sooner determination in terms of
this lease deed, the lessee shall at its own cost forthwith deliver or cause to
be delivered the equipment to the lessor at such place as may be intimated by
the lessor to the lessee.12. Time shall be the
essence of this agreement in so far it relates to the observance or performance
of all or any of its obligation, covenants or liabilities hereunder by the
lessee.13. During the term of
this lease, the lessee shall submit its Balance Sheet and Profit and Loss
Account as and when they are ready and other information, reports and
statements as may be required by the lessor.14. This agreement is
personal to the lessee and it shall not transfer, assign or otherwise dispose
of its rights or obligations hereunder.15. The Guarantor hereby
guarantees the payment of lease rentals and other moneys payable by the lessee
to the lessor under these presents and observance and performance of the
covenants, stipulations, terms and conditions by the lessee. The Guarantor also
hereby agrees to pay on demand any money due or which becomes payable under
this agreement and not paid by the lessee. The guarantor hereby further agrees
that any time granted to the lessee or any indulgence shown to him in respect
of this agreement shall not prejudice the lessor's right or relieve the
guarantor from his guarantee, which shall be a continuing guarantee and his
liability will be coextensive with that of the lessee and it will not be
necessary for the lessor to serve any notice to the guarantor for any default
committed by the lessee or any concession, or indulgence shown by the lessor to
the lessee.16. The lessor hereby
assigns to the lessee the right of warranties provided by the manufacturer of
the equipment and the lessee shall be entitled to make any claim for any defect
or deficiency, for any breach of condition or warranty directly against the
manufacturer and for this purpose if the lessee requests to the lessor, the
lessor shall authorise the lessee for enforcing due performance of any
warranties or performance guarantees relating to the equipment.17. All disputes,
questions, differences and claims whatsoever arising from this agreement
between the parties and/or /their successors or assigns touching these presents
or any right or liability arising from these presents shall be referred to the
arbitration of two arbitrators, one to be appointed by each party and such
reference shall be deemed to be reference under and subject to the provisions
of Arbitration Act, 1940 or any statutory modification or re-enactment thereof
for the time being in force and arbitration proceedings will be held at
....................18. Any notice or letter
required to be given herein shall be given to the parties hereto in writing by
Registered Post Acknowledgment Due at the addresses above mentioned or such
other address as the parties may hereafter substitute by notice in writing to
the other parties.19. All prior agreements
or arrangements whether oral or written between the parties or relating to the
lease of the equipment by the lessor to the lessee shall be deemed to be
cancelled and superseded by this agreement.20. This lease deed shall
be executed in triplicate. The original shall be retained by the lessor,
duplicate by the lessee and triplicate by the guarantor.21. The stamp duty and
all other expenses in respect of this lease deed and duplicate thereof shall be
borne and paid by the lessee. (22) The headings to the clauses of this
agreement are meant only for convenience of reference and shall not in any way
be taken into account in the interpretation of these presents.22. It is hereby agreed
between the parties that this agreement shall be subject to the exclusive
jurisdiction of the City Civil Court at .....................IN WITNESS WHEREOF
the parties hereto have executed these presents and duplicate and triplicate
copy thereof on the day and year hereinabove written.The Schedule above
referred toSigned and delivered
by the within named ABC Co. Ltd.,the lessor by the
hands of Shri .....................Managing Director
thereofSigned and delivered
by the within named XYZ Co. Ltd.,the lessee by the
hands of Shri ............... ManagingDirector thereofSigned and delivered
by the within named M, the guarantorWITNESSES;1.2.