Workorder Agreement
WORKORDER AGREEMENT – ADDITIONAL TERMS AND CONDITIONS
I-MAG Video/AV Inc., an Arizona corporation (“Lessor”), hereby leases to the customer identified on the reverse side hereof (“Lessee”), the equipment more particularly described thereon (the “Equipment”), upon the terms and conditions set forth above and hereafter described. Now, therefore, in consideration of foregoing terms and conditions, the mutual agreements, covenants and promises hereinafter set forth, and other good and valuable considerations, the receipt, sufficiency and validity of which is hereby acknowledged, Lessor and Lessee agrees as follows:
1. Lessee shall use the equipment only for the purposes and in the locations described on the reverse side hereof, and for no other purpose without the prior consent of Lessor, which consent Lessor may withhold in its sole and absolute discretion. Lessee shall not use the Equipment in any manner which will violate any laws. Lessee shall not do or suffer any was, damage, disfigurement or injury to the Equipment.
2. Lessee shall make no alterations, modifications, or additions to the Equipment without the prior written consent of Lessor, which consent Lessor may withhold in its sloe and absolute discretion. Lessee shall, at its sole cost and expense, maintain in good order and repair the Equipment and shall furnish all parts and such maintenance to the Equipment as may become recommended by the manufacturers thereof.
3. Lessor and its authorized representative shall have, at all reasonable times, the right to inspect the Equipment, wherever located, and top perform such work that Lessor deems necessary to prevent waste or deterioration of the Equipment.
4. Lessee shall indemnify, project, hold harmless and defend Lessor for, from and against all claims, damages, losses, costs, liabilities and expenses (including reasonable attorneys’ fees), arising in whole or in part out of Lessee’s use of Equipment or from any breach or default in the performance by lessee of any obligation to be performed under the terms of this Agreement. Lessee, as a material part of the consideration to Lessor, hereby assumes all the risk of damage to property, injury and death to persons and all claims of any other nature resulting from Lessee’s use of the Equipment and Lessee herby waives all claims in respect thereof against Lessor. Lessee shall keep the Equipment free and clear of all liens.
5. Lessee acknowledges that it has made a complete and through investigation of the Equipment, that the Equipment is in good condition and repair and that it accepts the same “as is”. Lessee further agrees that no representation or warranty, expressed or implied in fact or by law, has been made by Lessor anyone else, as to any matter, fact, condition, prospect or anything else with any kind or nature, and that based solely on Lessee’s investigation, the Equipment is suitable for its intended purpose. Lessee acknowledges that Lessor is not the manufacturer of the Equipment nor a manufacturer’s agent. Lessee acknowledges the Lessor made and makes no representation or warranties whatsoever, directly or indirectly, with respect to the Equipment. Lessor hereby disclaims any and all warranties, express or implied, including but not limited to all representation or warranties with respect to suitability, durability, merchantability, fitness for a particular use to purpose with respect to the Equipment.
6. Lessee hereby assumes and shall bear the entire risk of loss for theft, damage, destruction or injury to the Equipment for any and every case whatsoever. In the event of any damage or loss to the Equipment and irrespective of the receipt by Lessor of any insurance proceeds with respect to the Equipment, but applying full credit therefore, Lessee shall, at the option of Lessor, either (a) place the Equipment in good repair, condition and working order, or (b) pay to Lessor replacement value of like kind and quality.
7. Lessee shall not assign, mortgage, or encumber this Agreement nor sublet the Equipment or ant other part thereof, without the prior written consent of Lessor, which consent Lessor may withhold in its sole and absolute discretion.
8. At the expiration of the term of this Agreement, Lessee shall peacefully and quietly surrender the Equipment to Lessor in good order, condition and repair, and in at least in the same general condition as at the commencement of the Agreement. Lessee shall cause the Equipment to be delivered to Lessor at the office set forth on reverse side hereof or as to such other location as designated by Lessor. Lessee shall, at its sole cost and expense, cause the Equipment to be carefully crated and shipped freight prepaid and property insured. In the event Lessee fails to surrender the Equipment within the time and in the manner required by this Agreement, Lessee shall pay Lessor, for each day, or portion thereof, until the equipment is returned to Lessor as required by this Agreement, one and one-half (1 ½) times the rental rate for the Equipment as set forth on the reverse side hereof and shall be pay all other cost, expense, damages, liabilities and attorneys’ fees incurred by Lessor.
9. Title to the Equipment and any and all changes, additions, alteration and modifications and all renewal and replacement is and at all time shall remain in the Lessor. Lessee shall not deface, obliterate, remove, or cover Lessor’s identifying plates or markings attached to or displayed on the Equipment.
10. If Lessee shall default in the performance of any of the terms, covenants and conditions of this Agreement, or if any execution or other writ or process shall be issued in any action or proceeding against Lessee or against the Equipment, or if the proceedings in bankruptcy, receivership or insolvency shall be instituted by or against Lessee, or if Lessee shall enter into any arrangement or composition with its creditors, or in the event any judgment is obtained against Lessee, then Lessor may, with or without notice, declare this Agreement to be terminated and may retake possession of the Equipment using such force as may be necessary to do so and/or Lessor may seek from Lessee such damages or expenses sustained by it in connection with the rental, repair, repossession and/or relating of the Equipment. The remedies of Lessor specified herein shall be cumulative and Lessor shall be entitled to all rights and remedies granted to a Lessor in equity, at law or by statute.
11. It is in the intent of Lessor and Lessee that the truncation contemplated in this Agreement be construed as a lease and not a loan. In the event this transaction may be construed as a loan, Lessee grants to Lessor a security interest in equipment and shall execute, have acknowledged and delivered to Lessor UCC-1 Financing Statements. The grant of this protective security interest should not be construed as inconsistent with the intent of the parties that this Agreement be viewed as a lease and not a loan.
12. Time is of the essence. This Agreement shall be governed by and interrupted pursuant to the laws of state of Arizona. This Agreement contains the entire Agreement between the parties with respect to the leasing of the Equipment. This Agreement shall not be construed against either Lessor or Lessee. In the event that it becomes necessary for any party to employ an attorney to enforce any terms or provisions of this Agreement, the losing party shall pay to the prevailing party all reasonable attorneys fees and court cost in connection therewith. Lessee shall look solely to Lessor’s interest to Equipment for the satisfaction of any judgments requiring the payment of money by Lessor which is based on any default under this Agreement. No other property or assets of Lessor shall be subjected to levy, execution or enforcement procedures.
13. Pursuant to A.R.S. 13-1806, Lessor herby advises Lessee that the Equipment must be returned at the date and time set forth on the reverse side hereof and that if Lessee fail to so surrender the Equipment, Lessee shall be subjected to the additional charges set forth in Paragraph 8 above. In addition, should Lessee fail to surrender the Equipment in seventy-two (72) hours after the date and time set forth on the reverse side hereof, Lessee shall be subjected to additional charges at two (2) time the rate set forth in Paragraph 8 above and Lessee shall have committed unlawful failure to return rented property which is a call six felony unless the value of the property is under $100.00, in which case it is a class one misdemeanor.