- LEASE CHARGE:
The person or entity specified on the reverse side hereof ("Lessee") agrees to lease (also referred to as "rent" or "rental") from Anderson Equipment Company or Anderson Equipment Company (NY), Inc. ("Lessor"), and Lessor agrees to lease to Lessee the equipment, including all parts of and accessories to such equipment (collectively the "Equipment") listed on the reverse side hereof (the "Lease"). In consideration of this Lease, Lessee shall pay to Lessor all fees, charges, costs, expenses, applicable penalties, rent and/or rental rate(s) set forth in this Lease (collectively, the "Lease Charge"). The initial Lease Charge is billed at the commencement of this Lease and payment is due within the Lessee's then existing payment terms, unless otherwise agreed in writing by the parties. The standard Lease Charge is based on 8 hours per day (1 "Business Day" where a Business Day is defined as Monday through Friday), 45 hours per week (which consists of 5 Business Days) or 180 hours per month.
A monthly Lease Charge is based on a four week period consisting of 20 Business Days. Hourly allowances which differ from the aforementioned standard allowances are specified on the reverse side hereof. Any Equipment usage in excess of the hourly allowances will result in an additional Lease Charge, computed on a pro-rata basis, hereinafter referred to as an "Additional Usage Charge." For example, if Lessee uses Equipment 60 hours on a weekly rental, the Additional Usage Charge shall be equal to: Lease Charge/45 hours * 15 additional hours. If Lessee does not return the Equipment immediately upon the expiration of the Lease term, Lessee shall pay an Additional Usage Charge computed on a pro-rata basis. For example, if the Lessee returns Equipment on a weekly rental after 7 Business Days, the Additional Usage Charge shall be equal to: Lease Charge/5 * 2 additional Business Days. The Lease Charge is earned in advance and is due regardless of actual Equipment use, breakdown, downtime or
acts of nature (including without limitation rain, snow, etc.). Any Additional Usage Charges shall be billed by Lessor upon Lesee's return of Equipment to Lessor. Equipment damaged during the Lease term will be assessed Additional Usage Charges for the time required for repair or replacement.
Lessee expressly directs the charges incurred under this Lease to be billed and Lessee and its affiliates are jointly and severally responsible for payment of all such charges. Lease Charges not paid on time, as required by this Lease, are subject to a late payment fee to Lessor on such delinquent payment until fully paid, at the maximum rate allowed by the laws of the jurisdictions defined in Section 23. Payments, when made, shall apply first to accrued late or delinquency charges. Lessee's obligation to pay the Lease Charge will be absolute and unconditional and will not be affected or reduced by any circumstance, including but not limited to the following: (a) any setoff, counterclaim, recoupment, defense or other right Lessee may have for any reason against Lessor, the manufacturer of the Equipment, the seller of the Equipment or any person providing services with respect to the Equipment; (b) any defect in the title, condition, design, operation or fitness for use of the Equipment;
(c) any loss or destruction of the Equipment or any interruption or cessation in its use of possession by Lessee for any reason whether arising out of or related to an act or omission of Lessor or any other person; (d) any liens with respect to the Equipment; (e) the invalidity or unenforceability of this Lease or any absence of right, power or authority of Lessor or Lessee to enter into this Lease; or (f) any insolvency, bankruptcy, reorganization or similar proceedings by or against Lessor or Lessee.
Unless otherwise agreed in writing by Lessor, this Lease shall commence on the date the Equipment leaves the Lessor's premises and shall continue until the Equipment is returned to the Lessor's location from which the Lease originated. Equipment shall be returned in the same condition as when delivered to Lessee, ordinary wear and tear excepted. If the Equipment is returned in an unusable condition, the term of this Lease shall continue until Lessor is able to restore the Equipment to a usable-rentable condition.
TRANSPORTATION, FUEL AND MISCELLANEOUS CHARGES:
Unless otherwise agreed in writing by Lessor (a) Leases are F.O.B. Lessor's branch location; (b) All transportation and storage expenses in connection with the Lease of the Equipment are in addition to the Lease Charge; (c) Lessee will pay the cost of transporting the Equipment to and from the Lessor's branch location where the Lease originated; (d) Lessee is solely responsible for loading and unloading the Equipment; and (e) Lessee is responsible for all costs associated with the erection and/or disassembly of the Equipment. Upon termination of this Lease, Lessee is responsible for returning all Equipment to Lessor with full tanks of fuel. Any fuel required upon return will be charged to Lessee at Lessor's current rate per gallon. Lessee shall be solely responsible for all washing, highway road service and towing charges or tolls and all fines incurred in connection with the Equipment. Lessee shall be solely responsible for all license fees, permits, assessments or other charges
imposed upon the possession, operation, rental or use of the Equipment. Lessee shall pay sales, use, excise and any other taxes levied against Lessor by any federal, state, local or foreign governmental body relating to the Equipment (other than taxes imposed upon Lessor's net income). In the event the Lease continues for one year or more, the Lessee agrees to reimburse the Lessor an amount approximating the property taxes assessed on the Equipment while in the Lessee's possession, which amount shall be calculated at the rate of 1.5% of the Equipment's replacement value as specified on the reverse side hereof ("Replacement Value").
Unless otherwise agreed in writing by the parties, the Equipment leased hereunder shall be kept and used only at the place identified by the "Ship To" location on the face of this Lease.
INSPECTION; TRAINING; NOTICE OF DEFECTS:
Lessee acknowledges that it has had an opportunity to inspect the Equipment and finds it suitable for Lessee's needs and in good condition. Lessee represents and warrants to Lessor that Lessee (a) has the knowledge and training necessary to operate the Equipment properly, safely and in accordance with all federal, state and local laws and regulations concerning or relating to the use or operation of the Equipment, (b) shall operate the Equipment in accordance with any and all manufacturer's instructions and operator's manuals and that Lessee has operated substantially similar items of Equipment before, and (c) will instruct its employees in such proper use of the Equipment. Lessee agrees that it has received the operator's manual for each item of Equipment (in the event such manual is available). Lessee acknowledges that Lessor may require Lessee to undergo training prior to the lease of certain items of Equipment. Lessor makes no representation or warranty concerning the adequacy or
completeness of such training and disclaims all liability arising from or relating to Lessee's use, operation and maintenance of the Equipment and any other action or inaction of Lessee. Lessee acknowledges its duty to inspect each item of Equipment daily prior to use and to promptly notify Lessor of any defects or if any item of Equipment is missing.
WHO MAY OPERATE THE EQUIPMENT:
Lessee acknowledges it will have exclusive care, custody and control of the Equipment during the rental period and shall be responsible for its safe operation in accordance with all applicable federal and state laws and regulations including, but not limited to the Occupational Safety and Health Act of 1970 ("OSHA"), until Lessor regains physical possession of the Equipment. Only Lessee and the following persons with Lessee's permission ("Authorized Operators") may operate the Equipment: Lessee's employer, employees, fellow employees in the course of such employee's regular employment, or persons approved by Lessor in writing. All Authorized Operators must be at least 21 years of age and be otherwise properly qualified to operate the Equipment. Use of Equipment by any individual other than Authorized Operators will be at Lessee's sole risk. Lessee certifies that its Authorized Operators are qualified to safely operate the Equipment.
TITLE TO EQUIPMENT:
As between Lessor and Lessee, Lessor has sole title to the Equipment and under no circumstances shall title pass to Lessee. This transaction is to be regarded by the parties as a true lease and the Lessee authorizes Lessor, at its option, to sign and file a financing statement under the provisions of the Uniform Commercial Code. Lessee shall protect and defend Lessor's title to the Equipment against all persons claiming an interest in the Equipment and shall keep the Equipment free from all liens and encumbrances. Lessee shall give Lessor immediate written notice of any such liens or encumbrances and shall indemnify Lessor from any loss caused thereby. Lessee shall take all actions necessary to prevent the Equipment from becoming part of the real property on which it is placed and agrees that the Equipment shall remain personal property of the Lessor at all times during the term of this Lease. Lessee shall not change or remove any insignia or lettering on the Equipment indicating Lessor's ownership of the Equipment.
USE AND MAINTENANCE OF EQUIPMENT; INSPECTION; REPAIRS:
Lessee agrees to use the Equipment in the regular course of its business and only for the purpose intended, within Equipment's rated capacity, in a safe manner, and in accordance with all federal, state, local and foreign laws and regulations pertaining thereto. Lessee also agrees to use and maintain the Equipment in accordance with the operator's manual accompanying the Equipment (in the event such manual is provided) and any and all instructions communicated by Lessor to Lessee. Lessee shall not make any modification, alternation or addition to the Equipment without Lessor's prior written consent. Lessee agrees to keep the Equipment in good operating condition, repair and appearance, and return the Equipment to Lessor in as good a condition as when received. Lessor or any of its designated representatives shall have the right during normal business hours, upon reasonable prior notice to Lessee, to enter upon the premises where the Equipment is located in order to inspect, observe
or remove the Equipment, or otherwise protect Lessor's interest in the Equipment. LESSEE IS SOLEY RESPONSIBLE FOR ALL REPAIRS AND DAMAGE TO THE EQUIPMENT MADE NECESSARY BY LESSEE'S USE OF THE EQUIPMENT OR OTHER CONDUCT, OTHER THAN ORDINARY WEAR AND TEAR. Lessee agrees to furnish all labor, parts, mechanisms and devices required to maintain and repair the Equipment, all at Lessee's sole expense, unless otherwise agreed in writing by the parties. Lessee agrees to purchase all repair parts, at the Lessor's current list price, from the Lessor and such parts will be Original Equipment Manufacturer ("OEM"). If Lessor has to replace non-OEM repair parts installed by Lessee, all related costs will be at Lessee's sole expense and is hereby made part of the Lease Charge. Any repairs performed by Lessor will be based at the same rate Lessor would charge other customers for similar repairs. Lessor reserves the right to charge Lessee for lost rent resulting from Lessee's use of or
damage to the Equipment or other conduct. Lessee agrees to clean the Equipment prior to returning such Equipment to Lessor. Lessee will pay all cleaning charges on uncleaned Equipment returned to Lessor and such charges shall be considered Lease Charges hereunder.
NOTICE OF LOSS OR ACCIDENT:
In the event of an accident, loss, theft, or damage to the Equipment, Lessee agrees to notify Lessor as soon as possible by telephone and, thereafter, to immediately report in writing to Lessor and to the public authorities (where required by law or by Lessor) all necessary information relating to the loss or accident.
RISK OF LOSS:
Equipment delivery is FOB Lessor's branch location unless otherwise agreed in writing by the parties. The Lessee shall bear all risks while the Equipment is in transit. Lessee shall have the entire risk of loss, damage, destruction or theft of the Equipment from ALL causes whatsoever, including acts of God, whether or not due to the fault of Lessee, during the term of this Lease and thereafter until returned to Lessor. In the event of loss, damage or destruction of any item of Equipment, Lessee, at its sole expense, and at Lessor's option, shall, immediately upon Lessor's assessment of such loss, damage or destruction, (a) repair such item, returning it to its previous condition, unless damaged beyond repair; (b) pay Lessor's cost to repair such item (in the case of damage); or (c) pay the Replacement Value of such item (in the case of loss or destruction). No loss or damage to Equipment shall relieve Lessee of its obligations pursuant to this Lease, unless consented to in writing by
Lessor. Lessee acknowledges that no Lease Charges paid or due shall apply to the payment of any loss, damage or destruction of any item of Equipment and Lessee is solely liable for all unpaid Lease Charges and other costs as may be allocated to such Equipment. Any insurance proceeds provided by Lessee which are received by Lessor as a result of such loss, damage or destruction shall be credited against the amounts owed by Lessee pursuant to this section, and the balance, if any, shall be returned to Lessee.
Lessee agrees that it shall indemnify Lessor, defend Lessor and hold Lessor and its affiliates, officers, directors, agents, employees, representatives, successors and assigns harmless from any and all claims, liabilities, damages, losses, costs and expenses whatsoever including but not limited to reasonable attorney's fees, arising out of the Equipment or Lessee's use or operation of the Equipment, including any failure of the Equipment to comply with, or to be operated in accordance with, any and all health and safety standards promulgated by any federal, state, local or foreign governmental entity, including without limitation the standards prescribed under OSHA. Lessee shall, at its own cost and expense, defend Lessor against any and all suits or other proceedings which may be brought against Lessor, alone or in conjunction with others, based in any way upon Lessee's use or operation of the Equipment or other action or inaction, including but not limited to (a) claims involving
property damage, personal injury or wrongful death; (b) any claim filed by any subcontractor, laborer or other third party making claims arising from the operation of the Equipment including any warranty or product liability claim related to the Equipment. Upon any such liability or claim, Lessee shall satisfy, pay and discharge any and all judgments and fines that may be recovered against Lessor in any such action or suit. The indemnities and obligations hereunder provided shall continue in full force and effect not withstanding the termination of this Lease.
To protect Lessor from any claims arising out of the rental or operation of the Equipment, Lessee agrees to be the absolute insurer of the Equipment during the term of this Lease. Lessee agrees during the full term and any renewal of this Lease and while in transit to and from Lessee and until safely returned to Lessor to keep the Equipment fully insured and to pay all insurance premiums, at its expense. Lessee agrees to obtain and maintain comprehensive general liability coverage with the minimum limits of (a) $1,000,000 per person and $1,000,000 per occurrence for personal injury (including death); and (b) "all risk" physical damage coverage on the Equipment for not less than the total Replacement Value of the Equipment as of the commencement date of this Lease (unless Lessee purchases a Damage Waiver as defined in Section 14). Both policies must name Lessor as an additional insured and shall waive rights of recovery and subrogation against each other. All policies shall be endorsed
specifically to provide that the coverage required under this Lease will be primary and that any insurance carried by Lessor shall be excess and noncontributory. Lessee shall promptly furnish Lessor with certificates of such insurance satisfactory to Lessor. Lessee shall promptly notify Lessor of any changes or cancellations of said insurance coverage and immediately obtain substitute comprehensive general liability coverage and "all risk" physical damage coverage per the above requirements. The duty of establishing any requisite safeguards for the full protection of Lessor against all risks shall be solely Lessee's. The proceeds of any insurance shall, at Lessor's option, be applied to the replacement or the repair of the Equipment or in reduction of Lessee's obligations due or to become due under this Lease. In the event of any loss or damage, Lessor will be subrogated to Lessee's rights to recover against any person, firm or corporation. Lessee will execute and deliver
instruments and papers and take all actions necessary to secure such rights. Lessee will cooperate fully with Lessor or its insurers in the prosecution of those rights and will not take any action to prejudice Lessor's rights.
If the Equipment is used in compliance with this Lease and if Lessor offers and Lessee accepts a Damage Waiver ("DW"), Lessor shall charge Lessee its prevailing fee for DW coverage which is hereby made part of the Lease Charge. If Lessee pays all such charges for the DW and all other Lease Charges when due, the Lessee shall not be required to reimburse Lessor for loss of or damage to any single item of Equipment from any cause except as noted below. DW is NOT INSURANCE but shall be considered Lessor's waiver of liability for physical damage to the Equipment. NOTWITHSTANDING THE FOREGOING, LESSEE SHALL REMAIN FULLY LIABLE FOR ALL LOSS OF AND DAMAGE TO EQUIPMENT RESULTING FROM (a) mysterious disappearances; (b) neglect, misuse, wrong application, or abuse of the Equipment; (c) sinking of the Equipment into mud or water; (d) submersion of the Equipment in mud or water above the tracks (in the case of track machines) or above the tires (in the case of tire machines);
(e) use of the Equipment in demolition activities; (f) tire damage; (g) all loss and damage associated with vandalism, malicious mischief, theft or conversion of the Equipment not documented by Lessee's prompt filing with the applicable public authorities (with an immediate written copy forwarded to Lessor) of a formal written theft, vandalism or conversion report; (h) all loss of or damage to the Equipment resulting from any exposure to radioactive, contaminated or other hazardous materials; (i) boom damage from overloading of a boom or from a collision when a boom is in motion; (j) all loss of or damage to the Equipment associated with the Equipment's rollover or upset; (k) use or operation of the Equipment by a person other than an Authorized Operator as defined herein; (l) use or operation of the Equipment in violation of any law or ordinance; (m) the failure of Lessee to perform the basic maintenance required under the terms of this Lease; (n) any other failure of Lessee to comply
with the terms and conditions of this Lease. The DW, if elected by Lessee, does not apply in any way to damage to person or property other than the Equipment damage specifically set forth in this section. LESSEE IS RESPONSIBLE FOR PROVIDING ITS OWN COMPREHENSIVE GENERAL LIABILITY COVERAGE AS SET FORTH IN SECTION 13. Lessee acknowledges the DW does not provide liability insurance coverage.
DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY:
LESSEE WARRANTS THAT AS TO LESSOR, LESSEE LEASES THE EQUIPMENT "AS IS." LESSOR HAS NOT MADE AND DOES NOT MAKE ANY AGREEMENT, REPRESENTATION OR WARRANTY WITH RESPECT TO THE MERCHANTABILITY, CONDITION, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, DURABILITY OR SUITABILITY OF THE EQUIPMENT IN ANY CONNECTION OR FOR THE PURPOSES AND USES OF LESSEE, OR ANY OTHER AGREEMENT, REPRESENTATION OR WARRANTY OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT. LESSEE AGREES THAT LESSOR HAS NOT MADE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO, AND DISCLAIMS ANY WARRANTY RELATING TO, THE EQUIPMENT'S COMPLIANCE WITH ANY LAW, ORDINANCE, REGULATION, SPECIFICATION OR CONTRACT PERTAINING THEREOF, OR RELATED TO ANY PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT OR LATENT DEFECT. LESSEE ACKNOWLEDGES AND AGREES THAT LESSOR SHALL NOT ASSUME ANY LIABILITY FOR ANY REPRESENTATION OR WARRANTY OF ANY KIND OR CHARACTER, EXPRESS OR
IMPLIED, WITH RESPECT TO THE EQUIPMENT. LESSEE AGREES TO ASSUME ALL RISKS OF CLAIMS, ACTIONS OR LAWSUITS ARISING FROM THE USE AND OPERATION OF THE EQUIPMENT AND THE PARTIES ACKNOWLEDGE THAT LESSOR SHALL NOT BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL AND INCIDENTAL DAMAGES RESULTING FROM THE USE OF THE EQUIPMENT, OR CAUSED BY ANY DEFECT, FAILURE OR MALFUNCTION, WHETHER A CLAIM FOR SUCH DAMAGE IS BASED UPON WARRANTY, CONTRACT, NEGLIGENCE OR OTHERWISE. THIS DISCLAIMER IS EXPRESSLY IN LIEU OF ANY AND ALL REPRESENTATIONS AND WARRANTIES EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, WHETHER ARISING FROM STATUTE, COMMON LAW, CUSTOM OR OTHERWISE. IT IS EXPRESSLY AGREED THAT LESSEE'S EXCLUSIVE REMEDY FOR LESSOR'S FAILURE TO DELIVER ANY ITEM OF EQUIPMENT, AND LESSOR'S SOLE LIABILITY FOR LOSSES AND DAMAGES RESULTING THEREFROM, SHALL BE ACTUAL DAMAGES NOT TO EXCEED 10% OF THE RENT FOR SUCH ITEM FOR THE MINIMUM RENTAL PERIOD STATED ON THE FACE
HEREOF, OR FOR A MAXIMUM OF 3 MONTHS, WHICHEVER IS SHORTER, CALCULATED AT THE RATE STATED ON THE FACE HEREOF. LESSOR SHALL NOT BE LIABLE FOR ANY DAMAGE FOR FAILURE OR DELAY OF PERFORMANCE RESULTING, DIRECTLY OR INDIRECTLY FROM AN ACT OF WAR; RIOT; EMBARGO; MAJOR CHANGES IN ECONOMIC CONDITIONS; REQUIREMENTS OF STATUTE; ORDINANCE OR REGULATION OF CIVIL OR MILITARY AUTHORITIES; STRIKE; LABOR DISPUTES; OR SHORTAGE OF LABOR; MATERIAL; FUEL; TRANSPORTATION OR BREAKDOWN OF MACHINERY; FIRE; EXPLOSION; ACCIDENT; NATURAL DISASTER OR ANY OTHER CONTINGENCY WHATSOEVER BEYOND LESSOR'S REASONABLE CONTROL.
ASSIGNMENT: LESSEE SHALL NOT ASSIGN THIS LEASE (BY OPERATION OF LAW OR OTHERWISE), SUBLEASE THE EQUIPMENT, RELINQUISH CONTROL OF THE EQUIPMENT TO ANY PERSON OTHER THAN LESSOR, OR ALLOW ANY OTHER PERSON TO USE OR OPERATE THE EQUIPMENT.
Lessor may, without notice to Lessee, assign or sell its interest in, grant a security interest in, or otherwise transfer, in whole or in part, this Lease, any or all of the Equipment or any of its rights, interests or obligations with respect thereto, including, without limitation, all Lease Charges and other sums due or to become due hereunder to one or more persons or entities. Lessee shall, upon receipt of notice of transfer from Lessor, be bound by such transfer. LESSEE SHALL NOT ASSERT AGAINST ANY ASSIGNEE ANY CLAIM, DEFENSE, COUNTERCLAIM OR SET-OFF THAT LESSEE MAY AT ANY TIME HAVE AGAINST LESSOR. Except as stated above, this Lease shall be binding on the parties, their heirs, successors and assigns.
Lessee shall be in default of this Lease if any one or more of the following occur: (1) Lessee fails to pay any Lease Charges or other charges when due or fails to perform any of its other obligations under this Lease; (2) Lessee obtained Equipment from Lessor through fraud or misrepresentation; (3) Lessee violates any of the terms and conditions of this Lease; (4) Lessee dissolves and/or suspends its usual business activities; (5) Lessee files a voluntary petition or an involuntary petition is filed by or against Lessee under any of the provisions of the United States Bankruptcy Code; (6) Lessee applies for or is appointed a receiver or liquidator, or makes an assignment for the benefit of creditors; (7) Lessee is in default pursuant to the provisions of any other agreement by and between Lessor and Lessee, including any of Lessee's affiliates. In the event of default, Lessor, at its option and in addition to any other rights or remedies it may have, may render Equipment inoperative
or take possession of the Equipment without notice to Lessee, may terminate this Lease without notice and/or declare all Lease Charges and other sums immediately due and payable and pursue any other remedy available to it at law or equity, all at Lessee's expense, including reimbursement of all attorney's fees. Lessee hereby waives any right to any hearing or to receive any notice of legal process as a pre-condition for Lessor recovering the Equipment. In effecting any repossession, Lessor and its representatives and agents, to the extent permitted by law will: (a) have the right to enter on any premises where Lessor reasonably believes the Equipment is located; (b) not be liable, in conversion or otherwise, for the taking of any personal property that is in or attached to repossessed Equipment so long as Lessor promptly returns such personal property to Lessee; (c) not be liable in any manner for any damage to any of Lessee's property in repossessing and holding the Equipment, except
for damage caused by Lessor's gross negligence or willful misconduct; and (d) have the right to maintain possession of and dispose of the Equipment on any premises owned by Lessee or under Lessee's control.
An hour meter is attached to most items of Equipment to count the number of hours that the Equipment is used. Lessee shall not permit any tampering with the hour meter in any manner. In the event that an hour meter fails to function properly, Lessee shall immediately notify Lessor.
Lessee is responsible for informing Lessor prior to delivery of any item of Equipment to any site where any governmental agency decontamination procedures are required. All Equipment which is operated in hazardous materials by Lessee shall be decontaminated pursuant to applicable federal and/or state guidelines prior to returning it to Lessor. If, in Lessor's sole judgment, the Equipment is not appropriately decontaminated, Lessee shall pay all costs, fees or expenses incurred by Lessor to complete the decontamination process and any such costs, fees or expenses shall be considered Lease Charges hereunder.
SALE OF EQUIPMENT:
All Equipment remains the property of Lessor and is subject to sale to other parties at any time unless Lessee has executed an agreement to purchase the Equipment from Lessor (a "Sales Agreement"). If the Equipment is sold, Lessor may elect to substitute the Equipment with an acceptable equivalent rental unit at no addition expense to the Lessee.
RENTAL PURCHASE OPTION:
As between Lessor and Lessee, Lessor has sole title to the Equipment and under no circumstances shall title pass to Lessee. THIS LEASE DOES NOT PROVIDE LESSEE AN OPTION TO PURCHASE THE EQUIPMENT. Any Sales Agreement for the Equipment must be separately agreed upon in writing by both parties. If Lessor has agreed to sell the Equipment to Lessee, Lessee acknowledges that all, a portion or none of the previously paid Lease Charges may be applied towards the purchase price of the Equipment. The exact percentage of Lease Charges which can be applied towards said purchase price is subject to the Lessor's rental equipment purchase policies in effect at the time of any such sale. The Lessor reserves the right to change its rental equipment purchase policies from time to time at its sole discretion and without notice to Lessee.
This agreement constitutes the final expressions of the parties with respect to this Lease, and it may not be modified except by an agreement in writing signed by both parties. This agreement supersedes all prior or contemporaneous, oral, or written agreement, promises and representations and may not be altered or supplemented by any course of dealing or usage of trades. Lessor reserves the right to change the terms and conditions of this Lease subject to thirty (30) days notice in writing to the Lessee with respect to any portion of the rental period then remaining.
This agreement shall be governed by and construed and interpreted in accord with the laws of the state in which the corporate office of the Lessor is located (said corporate office is Bridgeville, PA if Lessor is Anderson Equipment Company, Buffalo, NY if Lessor is Anderson Equipment Company (NY), Inc.). The parties agree that the venue of any dispute shall be in the county in which the corporate office of the Lessor is located.
FAILURE TO RETURN RENTED PROPERTY UNDER THE TERMS OF THIS AGREEMENT MAY SUBJECT THE LESSEE TO CRIMINAL PROSECUTION. Any criminal prosecution will be in addition to any civil penalties which exist at law or under the terms of this Lease.