RENTAL AGREEMENT - TERMS AND CONDITIONS

   

1.

JP Nelson Equipment Pte Ltd (the "COMPANY") hereby leases to the HIRER the equipment described herein (the "Equipment"), subject always to the due observance and performance of the terms and conditions herein contained (the "Agreement"). The expression "Equipment" shall be deemed to include, where the context permits and whether or not permitted under the Agreement, all replacements and renewals and of all spare parts, accessories, additions, modifications and alterations whether made or included before or after the date of this Agreement

2.

Subject to the provisions in this Agreement, the term of leasing and the rate of rent hereby provided shall continue until terminated by either party. The payment of rent, be it at a daily rate, weekly rate or monthly rate, together with all other monies to which the COMPANY is entitled to under this Agreement shall be payable unconditionally on the date stated herein, in advance, without any deduction, counterclaim, set-off, notice or demand. Any withholding tax dues arising from the payment of rent to the COMPANY shall be borne by the HIRER.

3.

The Hirer shall be liable to pay additional rent calculated as follows:

3.1 for Equipment rented on a daily rate, each additional hour exceeding 8 hours per day of hire shall be charged at the rate of 1/16 of the daily rate per hour;

3.2 for Equipment rented on a weekly rate, each additional hour exceeding 40 hours per week of hire shall be charged at the rate of 1/80 of the weekly rate per hour; and

3.3 for Equipment rented on a monthly rate, each additional hour exceeding 160 hours per month of hire shall be charged at the rate of 1/360 of the monthly rate per hour.

4.

The HIRER shall inspect the Equipment immediately upon delivery of the Equipment by the COMPANY and acknowledge to the COMPANY the due delivery and good working condition of the Equipment. The HIRER hereby acknowledges that the Equipment shall be leased on an "as-is, where-is" basis and the COMPANY shall not be responsible for any defects or for the quality or compliance with description or fitness for any particular purpose of the Equipment or any part or parts thereof. The COMPANY hereby excludes all warranties and representations save for those expressly provided for in this Agreement.

5.

The COMPANY shall not be liable to the HIRER for any loss or damage arising out of or in connection with any breach by the COMPANY of this Agreement (including without limitation any warranty) or in tort (including without limitation negligence) or breach of statutory duties, or arising out of or in connection with the performance of or lack of or the delay in the performance of any services or the state, condition, use, application and/or exploitation of any item or any matter whatsoever, save for death or personal injury resulting from the negligence of the COMPANY or any liability in respect of fraud. Notwithstanding anything to the contrary herein, the COMPANY shall in any event not be liable for any consequential or indirect loss or damage (including without limitation loss of profits, loss of business or loss of goodwill) arising out of or in connection with the matters aforesaid or any matter whatsoever.

6.

The HIRER must keep the Equipment at all times in its possession and control at the address stated herein and the HIRER must promptly notify the COMPANY of any change in the HIRER's address. If the Equipment is removed, the HIRER must promptly inform the COMPANY of the whereabouts of the Equipment. In the event of a breach of this clause, the HIRER agrees to indemnify the COMPANY for all expenses (including legal costs on a full indemnity basis) incurred by or on behalf of the COMPANY, including without limitation costs of ascertaining the whereabouts, taking possession of, preserving, insuring, and storing the Equipment, and of any legal proceedings by or on behalf of the COMPANY to enforce the provisions of this Agreement.

7.

The COMPANY must be notified as soon as practically possible of any incident concerning or otherwise affecting the Equipment, including without limitation accidents and disabilities caused by, and mechanical failures of the Equipment. The HIRER shall immediately notify the COMPANY via telecommunication of any such loss, destruction or damage, and provide the COMPANY with all such information in relation thereto as the COMPANY may require, and follow up with notification in writing within twenty-four (24) hours of the incident. The HIRER shall bear the entire risk of any loss (including without limitation loss by reason of theft, accident or requisition), destruction, or damage to the Equipment or any part thereof which occurs during the term of this Agreement (ordinary wear and tear only excepted) and the COMPANY shall have the right to recover damages resulting from such loss without prejudice to its other rights and obligations under this Agreement.

8.

Only the COMPANY shall be allowed to repair and reinstate the Equipment and restore the same to good repair, working order and condition. The HIRER agrees to indemnify the COMPANY for all repairs and maintenance carried out by the COMPANY for any loss or damage caused by the HIRER and/or its employees, agents or sub-contractors.

9.

The HIRER shall throughout the term or (if longer) for so long as the Equipment remains in the possession or under its control (without prejudice to any liability of the HIRER to the COMPANY) at its own expense insure the Equipment with the insurance company nominated or approved by the COMPANY against all loss or damage (including but not limited to fire risks and marine risks) and also against all risks of third party liability arising out of the ownership, presence or use of the Equipment, and naming the COMPANY as loss payee. The HIRER shall provide an original insurance policy issued by approved insurance company to the COMPANY. The HIRER shall continue to bear rent in full during the period of loss, destruction or damage until the COMPANY has received full and final settlement from either the COMPANY's or the HIRER's insurance company.

10.

The HIRER shall (as far as necessary) irrevocably authorise the insurers to pay to the COMPANY all monies payable under the said insurance policy. The HIRER hereby irrevocably authorises the COMPANY, in the name and on behalf of the HIRER, to make any claim or claims against the insurers under the said insurance policy in respect of any loss of or damage to the Equipment or any part thereof and to settle or compromise such claim; and to receive and to give a good discharge to insurers for any monies payable in respect thereof.

11.

Further and in addition to the COMPANY's rights under clause 8, should the Equipment be damaged to the extent that it is irreparable, the HIRER agrees that it shall pay. the Full Replacement Value (FRV) stated herein in the Agreement within thirty (30) days from the date of the damage. The HIRER acknowledges that the said FRV is a genuine pre-estimate of the loss that the COMPANY estimates it shall incur as a result of the damage to the Equipment and is not to be construed as a penalty.

12.

The HIRER hereby grants the full irrevocable right to the COMPANY, its servants and agents to enter the premises where the Equipment is situated, and to have free access to the Equipment during reasonable office hours, for the purposes of inspection and carrying out alterations, maintenance and repairs to the Equipment. The HIRER is responsible for compliance with all applicable laws for the time being in force in connection with the possession, storage, use, maintenance and export/import of the Equipment at the HIRER's cost. The HIRER shall be responsible for all costs including but not limiting to import and export taxes and duties and shipping charges relating to the delivery of equipment to and fro the COMPANY's and the HIRER's location. The HIRER shall not make any additions, improvements or alterations to the Equipment or change the working order, function or quality thereof in any manner whatsoever as delivered without the prior written consent of the COMPANY, failing which the HIRER shall bear the costs of reinstating the Equipment.

13.

The HIRER acknowledges that the Equipment is the property of the COMPANY and that nothing in this Agreement conveys to HIRER any right, title or interest in or to the Equipment except as otherwise expressly stated in this Agreement. Without prejudice to the generality of this clause, the HIRER must not sell, assign, sub-let, pledge, mortgage, charge encumber or part possession of or otherwise deal with the Equipment or any interest therein nor create nor allow to be created any lien on the Equipment and in the event of any breach of this clause, the COMPANY is entitled (but is not bound) to pay any third party such sum as is necessary to procure the release of the Equipment from any charge, encumbrance or lien and shall be entitled to recover such sum from the HIRER forthwith. The HIRER shall at its own cost and expense at all times keep the Equipment free from distress or execution or any other legal process, and, where such event to occur, cause the Equipment to be released.

14.

Upon the occurrence of any of the following events:

 

覉覉覉 (a) If the HIRER fails to make any payment of rent or any other sums and monies due and payable under this Agreement, in full upon the due date therefore;

覉覉覉 (b) If the HIRER fails to observe of perform any provision of this Agreement whether express or implied, on the part of the HIRER to be observed and performed;

覉覉覉 (c) If the HIRER shall threaten to suspend its business operations, or if it shall transfer or dispose of all or substantially all its assets;

覉 (d) If an order is made or a resolution is passed for the winding up, liquidation or bankruptcy of the HIRER otherwise than for the purpose of reconstruction or amalgamation approved by the COMPANY in writing (unless during or following such reconstruction the HIRER becomes or is declared to be insolvent) or an incumbrancer takes possession of, or a receiver, manager, administrator, judicial manager, liquidator or similar officer is appointed over, the whole or any part of the assets of the HIRER;

 

the COMPANY shall have the right to immediate possession of the Equipment or require its return, whereupon the HIRER shall promptly redeliver the same to the COMPANY, to terminate the Lease and to claim for the balance of any rent due and payable without prior notice or demand to the HIRER.

15.

The laws of Singapore govern this Agreement. The parties agree to submit to the non-exclusive jurisdiction of the courts in Singapore.

16.

The Agreement shall not be amended, altered or changed except in writing and signed by the parties hereto.
   
   
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