*All rentals will be charged an additional two month as a security deposit, that will go towards the end of your rental
This Equipment Lease Agreement (this “Agreement”) is effective as of the date of the latter of the two signature dates below (the “Effective Date”), and is made by and between STATDDS, LLC, a limited liability company organized under the laws of Ohio, with offices at 2120 South Green Rd., South Euclid, Ohio 44121 (“Lessor”), and
Lessor and Lessee are sometimes hereinafter collectively referred to as the “Parties” and individually as a “Party”.
1. Lease of Equipment. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, subject to the terms and conditions of this Agreement, a STATDDS Bruxism Monitor S/N ___________ (the “Equipment”) for the purpose of testing patients overnight.
2. Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and end on __________________________ (the “End Date”). Lessee shall have ten (10) business days (the “Return Date”) after the End Date to return equipment to Lessor.
3. Payment. In consideration of Lessee’s right to possess and use the Equipment, Lessee shall pay Lessor the following amounts on the same day of the original rental each month (the “Rent Payment Date”) during the Term:
Consumables: approximately $20/per test available at www.StatDDS.com
Sleep Physician Read:
On the Rent Payment Date, Lessee authorizes Lessor to charge Lessee’s debit card or credit card on file with Lessor an amount equal to all payments and fees then due under this Agreement.
Lessee shall also pay other charges in accordance with this Agreement due upon return of Equipment, to the fullest extent allowed by law, including but not limited to:
a) Charges for optional services, if any;
b) Applicable taxes;
c) Loss of, or damage or repair to, the Equipment, loss of use, diminution of the Equipment’s value caused by damage to it or repair to it, and costs to enforce such charges including administrative fees for processing the claim and legal expenses;
d) A $50.00 charge per day for late return of the Equipment or the highest amount allowable under law;
e) Unless due to the fault of Owner, all fines, penalties, court costs and other expenses relating to the Equipment assessed against Lessor or the Equipment during the Term;
f) All expenses Lessor incurs due to Lessee’s failure to return the Equipment including costs in locating and recovering the Equipment;
g) All costs incurred to collect unpaid monies due; and
h) Twenty-five dollars ($25.00) or the maximum amount allowed by law, whichever is greater, for making payment with insufficient funds.
4. Security Deposit. In addition to the fees listed in Section 3, Lessee shall pay Lessor a security deposit equal to two months rental (see section 3) on or prior to the Effective Date. Lessor may use the security deposit to cover any amounts due under this Agreement.
5. Late Payment. If Lessee fails to make any payment due under this Agreement within five (5) days of the due date, Lessee shall pay Lessor a surcharge of $20.00 per day until the late payment is paid in full.
6. Location of Equipment. During the Term, Lessor acknowledges that the Equipment will be sent to Lessee’s patients’ homes for overnight studies. When not sent to Lessee’s patients’ homes for overnight studies, the Equipment shall be located at (the “Renter's Location”), unless expressly agreed otherwise in writing by Owner.
7. Care of Equipment. The Equipment shall be used in a careful and proper manner and shall not be used in any way that is inconsistent with Owner’s instructions or manuals.
8. Maintenance, Repair and Alterations. Lessee, at Lessee’s own expense, shall maintain the Equipment (a) in the same condition as when delivered to the Location, ordinary wear and tear excepted, (b) in compliance with the manufacturer’s maintenance requirements, and (c) in compliance with law. The costs of all repairs made during the Term shall be paid for by Lessee, including but not limited to labor, material, parts and other items. Notwithstanding the foregoing, the Equipment shall not be serviced or repaired and parts and accessories shall not be replaced without Owner’s prior written consent.
9. Insurance. Lessee, at Lessee’s own expense, shall carry and maintain insurance for the Equipment against loss, theft and damage, in form, and with companies, satisfactory to Owner, including, without limitation, the insurer’s agreement to give Lessor thirty (30) days’ prior written notice before cancellation or material change thereof, in an insured amount equal to the value of the Equipment to ensure its full replacement, unless agreed otherwise in writing by Owner.
10. Restrictions on Use. Lessee shall not:
a) Permit the Equipment to be used by any person who is not authorized to use such Equipment;
b) Operate or use the Equipment or permit it to be operated or used in contravention of Section 7;
c) Operate or use the Equipment or permit it to be operated or used outside of Lessee’s business;
d) Operate or use the Equipment or permit it to be operated or used in violation of law;
e) Operate or use the Equipment or permit it to be operated or used to commit a violation of law; and/or
f) Operate, use, maintain or store the Equipment in a manner likely to cause damage to the Equipment.
11. Loss or Damage. Lessee shall immediately alert Lessor to any damage to the Equipment or if the Equipment becomes lost or stolen. Lessee shall be responsible for any loss or damage to the Equipment and loss of use, diminution of the Equipment’s value caused by damage to it or repair to it and missing Equipment. The agreed upon replacement value of the Equipment is $5600.00 and is payable to Lessor if the Equipment is lost, stolen or damaged beyond repair.
12. Condition of Equipment. The Condition of Equipment Checklist (the “Checklist”) attached hereto is hereby incorporated by reference. Lessee acknowledges that Lessee has examined the Equipment and that it is in good condition except as otherwise specified in the Checklist. LESSOR MAKES NO WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, AND EXPRESSLY EXCLUDES AND DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT.
13. Return of Equipment. Lessee shall, at Lessee’s own expense, return the Equipment to Lessor no later than the Return Date, unless this Agreement is terminated earlier by either Party consistent with the terms herein, in which case, Lessee shall, at Lessee’s own expense, return the Equipment immediately to Lessor upon such termination. The Equipment shall be returned by Lessee in the same condition as Lessee received it, except for normal wear and tear. Lessee shall return the Equipment to the agreed return location. If the Equipment is not returned within seven (7) days of the Return Date, Lessor reserves the right to take any action necessary to regain possession of the Equipment and if it cannot regain possession, it may charge the Lessee’s charge card on file for the replacement value of the Equipment.
14. Termination. This Agreement shall terminate on the Return Date. Lessor reserves the right to terminate this Agreement earlier upon notice to Lessee. In the event Lessee terminates this Agreement at any time prior to the End Date, for any reason other than material breach by Lessor, Lessee agrees to pay Lessor a termination charge (as liquidated damages and not as a penalty) which will include all non-recurring fees and charges reasonably incurred by Lessor on Lessee’s behalf, and the full amount of the remaining monthly lease charges due for the remainder of the Term.
15. Indemnification and Liability. Lessee shall indemnify, defend and hold harmless Lessor from and against any claim, demand, cause of action, loss or liability (including attorney’s fees and expenses of litigation) for (a) any property damage, bodily injury, personal injury or death arising from Lessee’s use or operation of the Equipment by any cause, except to the extent caused by Owner’s gross negligence or willful misconduct, and (b) Lessee’s willful misconduct, fraud, misrepresentation, or willful violation of law. The provisions of this Section 15 shall survive the termination of this Agreement with respect to any claims or liability accruing before such termination. IN NO EVENT SHALL LESSOR BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGES ARISING FROM LESSEE’S USE OF EQUIPMENT, INCLUDING BUT NOT LIMITED TO LOSS PROFITS AND LOSS REVENUE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
16. Ownership. Lessor shall at all times retain ownership and title to the Equipment. Lessee acquires no ownership, title, property, right, equity or interest in the Equipment other than Lessee’s leasehold interest solely as lessee subject to the terms and conditions of this Agreement. Lessee shall immediately notify Lessor in the event the Equipment is levied, has a lien attached or is threatened with seizure. Lessee shall indemnify and hold Lessor harmless against all loss and damages caused by such action. The Equipment shall be deemed at all times to be personal property and not a fixture under applicable law, whether or not it may be attached to any other property. Upon Owner’s written request, Lessee shall obtain and provide to Owner, from each real property landlord, mortgagee or lienholder for the Location, a waiver of any interest that it may have in the Equipment arising from its interest in the real property.
17. Inspection. Lessee shall permit Lessor (through any of its officers, employees or agents) on reasonable notice to inspect the Equipment during regular business hours. Unless Lessee is in default, Lessee has no obligation to permit Lessor to conduct more than one (1) inspection every six (6) months for the Equipment.
18. Waiver. No failure or delay of Lessor to exercise or enforce any of its rights under this Agreement shall act as a waiver, and the waiver of any breach shall not act as a waiver of subsequent breaches. Owner’s acceptance of payment with knowledge of a default by Lessee shall not constitute a waiver of any breach. No waiver under this Agreement shall be effective unless it is in writing and signed by the party waiving its right.
19. Severability. In the event any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be enforced to the maximum extent permissible under applicable law, and the other provisions of this Agreement will remain in full force and effect. The Parties further agree that in the event such provision is an essential part of this Agreement, they will begin negotiations for a suitable replacement provision.
20. Entire Agreement. This Agreement, including and together with all related schedules, represents the entire understanding of the Parties relating to the subject matter hereof and prevails over any prior or contemporaneous, conflicting or additional communications, understandings, agreements, representations and warranties, both oral and written, with respect to such subject matter. This Agreement shall be modified only by a written amendment signed by both Parties.
21. Assignment. Lessee may not, without the prior written consent of Owner, transfer or assign any of its rights under this Agreement. Any attempt to do so in violation of this Section 20 shall be a material default of this Agreement and shall be null and void.
22. Headings. Paragraph headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement.
23. Counterparts. This Agreement, and any amendment thereof, may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
24. Support. During the Term, Lessor will use reasonable efforts to enroll Lessee in any service provided by the manufacturer of the Equipment, as if Lessee originally purchased the Equipment.
25. By signing this form you give STATDDS, LLC. permission to charge the provided credit card for agreed upon goods and services.
Lessee acknowledges receipt of a copy of this Agreement and acknowledges having read and understood the foregoing.