Lease Rental Agreement (T1)
Copier/Printer/Multi Function & Accessories
/ Branch / Customer Code / Agreement No.JKA
Payment Type / Sales Person / Order No.
C. SARMIENTO
FUJI XEROX PHILIPPINES, INC. / TIN: 000-168-876
19 FLOOR 6788 AYALA AVENUE, MAKATI CITY, PHILIPPINES 1226 / PHONE: (02) 878-5200
FAX: (02) 886-7135
CUSTOMER:
SONY GLOBAL BUSINESS SERVICES, INC
INSTALLATION ADDRESS
11TH Avenue cor. 39st Street, Bonifacio Triangle, 1634 Bonifacio Global City / TELEPHONE NO.: 846 0121
FAX NO.:
POSTAL ADDRESS:
11TH Avenue cor. 39st Street, Bonifacio Triangle, 1634 Bonifacio Global City / BILLING ADDRESS:
SAME AS ABOVE
KEY BILLING PERSON / TBC / DESIGNATION / TBC
KEY CONTACT PERSON / TBC / DESIGNATION / TBC
EQUIPMENT DESCRIPTION & PRICING SCHEDULE
PRODUCT/ MACHINE MODEL / SERIAL NO. / INSTALLATION DATE / EXPIRATION DATE / LIST PRICEA / DISCOUNTSB / NET PRICEC=A+BAP4C4475ST W/HCF / FEB.1, 2013 / NA / NA / NA
AP4C4475ST W/HCF / FEB. 1, 2013 / NA / NA / NA
AP4C4475ST W/HCF / FEB. 1, 2013 / NA / NA / NA
Phasor 4600DN / FEB. 1, 2013 / NA / NA / NA
Phasor 4600DN / FEB. 1, 2013 / NA / NA / NA
Phasor 4600DN / FEB. 1, 2013 / NA / NA / NA
Phasor 4600DN / FEB. 1, 2013 / NA / NA / NA
Phasor 4600DN / FEB. 1, 2013 / NA / NA / NA
Phasor 4600DN / FEB. 1, 2013 / NA / NA / NA
Phasor 4600DN / FEB. 1, 2013 / NA / NA / NA
Phasor 4600DN / FEB. 1, 2013 / NA / NA / NA
LESS DOWNPAYMENTD / ( )
NET CASH PRICEE=C-D
LESS TRADE-IN ALLOWANCE / PRODUCT / SERIAL NUMBER / AMOUNTF / VATG / H=F+G( )
PLUS OTHER CHARGES IGUARANTEE DEPOSIT (WAIVED)
EQUALS TOTAL AMOUNT FUNDED (AMOUNT OF CREDIT)J=E-H+I
TERM IN YEARS / NUMBER OF RENTAL PAYMENTSK / FREQUENCY OF RENTAL
PAYMENTS / PERIODIC RENTAL PAYABLEL / TOTAL RENTAL PAYABLEM=KXL / TOTAL COST OF CREDITN=M-J
43 / 4836 / MONTHLY / Php 122,436.22
PLUS VAT (vat ex company)O / Php 14,692.35 / * Pursuant to clause 7, when the lease is terminated the Lessee is required to pay the amount, if any, by which the stated Residual Value exceeds the then Market Price of the Equipment.
TOTAL PAYMENT PER PERIODP=L+O / Php 137,128.57
GUARANTEE (see clause 9 overleaf)
SIGNATURE OF GUARANTOR / SIGNATURE OF GUARANTORFULL NAME OF GUARANTOR / FULL NAME OF GUARANTOR
OCCUPATION / OCCUPATION
ADDRESS / ADDRESS
CUSTOMER BANK NAME & BRANCH ADDRESS / ACCOUNT NO.:
SIGNED ON BEHALF OF CUSTOMER
Signed for and on behalf of the customer, who acknowledges receiving the above statement of rights and a copy of the agreement on the date of signing this agreement / SIGNED ON BEHALF OF FUJI XEROX PHILIPPINES, INC.SIGNATURE / SIGNATURE
NAME: MR. STANLEY ROZARIO / NAME MR. EDUARDO S. ROXAS JR.
POSITION: VP FINANCE / POSITION AVP – OPB STRATEGIC
ADDRESS 11TH Avenue cor. 39st Street, Bonifacio Triangle, 1634 Bonifacio Global City / ADDRESS 19/F 6788 AYALA AVE., MAKATI CITY
DATE / DATE
FUJI XEROX PHILIPPINES, INC.
LEASE RENTAL AGREEMENT (T1)
COPIER/PRINTER/MULTI FUNCTION & ACCESSORIES
TERMS AND CONDITIONS
1)General
a)This Agreement comes into force when signed by or on behalf of the Customer and by a person authorized by Fuji Xerox Philippines, Inc. (FXP). This agreement cannot be cancelled or terminated except as expressly provided in clause 1 (d)
b)The Customer authorizes FXP either before or after signature of this Agreement to insert in this Agreement the installation date and the serial number and other identification data of the Equipment. Where the equipment is subject to an existing rental agreement the installation date shall be deemed to be the last day of the month in which this Agreement is signed by FXP and the rental agreement shall terminate on that date.
c)The term of the lease commences on the installation date and ends upon the expiration of the lease term stated in the Equipment Description and Pricing Schedule.
d)FXP may terminate this agreement and repossess the Equipment at any timeafter 30 days written notice, if the Customer is remains in breach of any terms and conditions of this Agreement.
2)Equipment Installation and Description
a)FXP will endeavor to deliver, install and commission the Equipment into service on the Customer’s premises on the agreed date with the Customer subject to availability of the Equipment.
b)Prior to the date of delivery of the Equipment the Customer shall at its own expense ensure that the installation area(s), electrical outlets and connection requirements and access ways are suitable or are rendered suitable for the passage, installation and commissioning of the Equipment.
c)Once installed the Customer will not move remove the Equipment from the premises without the prior written consent ofnotification to FXP. If at the request of the Customer the Equipment is resited by FXP the Customer will pay the charges then in force in full on receipt of the invoice.
d)NEW MANUFACTURE. This equipment has been factory produced to met product, operating standards and may contain some factory-recycled parts that meet the product specifications or new parts.
REMANUFACTURED. Remanufactured equipment is previously used equipment that has been factory processed in the Philippines or overseas to meet new equipment quality and operating standards.
USED. Used equipment has been previously installed and has not been reprocessed to New Manufacture or Remanufactured status.
e)The benefit of clause 4(a) applies to both new and remanufactured equipment.
f)The Customer acknowledges that new equipment may have had limited demonstration use.
3)Customer’s Obligations
a)PAYMENT OF CHARGES:
i)The Customer shall pay a periodic lease rent in the amount and frequency of which is set out in the Equipment Description and Pricing Schedule. The first payment shall be due 30 days afteron the installation date and subsequent payments shall be due whether or not the Customer has received any notice that such payments are due. The initial payment shall be paid to FXP at its address printed at the top of this Agreement and all subsequent payments shall be paid by bank automatic transfer or as otherwise directed in writing by FXP.
ii)Delivery charges will be separately invoiced to the Customer if not included in the total amount funded
iii)In addition to all other sums due hereunder the Customer will pay any taxes or other imposts of whatever nature levied in connection with this Agreement or Equipment.
iv)The Customer shall be liable to pay interest at the rate of 3.5% per calendar month or part month on any charges not paid on the due date.
v)The customer shall be liable for all collection and legal costs (including solicitor’s costs on a solicitor and client basis) incurred in recovering payment of any amount due hereunder.
b)The Customer shall not assign this Agreement.
c)The Customer acknowledges that the Equipment contains sophisticated componentry, which requires regular service and maintenance. If the customer at any time has reasonable cause to become dissatisfied with the Equipment or its maintenance or if any substantial dispute or disagreement arises between the Customer and FXP than the Customer shall notify FXP in writing of the reason or reasons for its dissatisfaction or disagreement and upon receipt of such notice which must refer to this clause FXP shall inspect the Equipment and if considered necessary by FXP replace the Equipment with another model of the same or similar type as soon as it is able to do so and at its own expense. This Agreement shall thereafter continue in force whether or not the Equipment has been replaced, however the Customer may offset charges for any Equipment not functioning as per its operating standards for more than 2 business days. Customer may offset the monthly lease price by 1/30th of the lease price for every day the Equipment does not meet its Xerox specified operating standards..
d)The Customer shall use care of a cautious and prudent owner to prevent damage to or deterioration of the Equipment including but not limited to:
i)using, keeping and servicing and permitting the use, keeping and servicing of the Equipment in a skillful manner and only as approved by FXP
ii)arranging for inspection and servicing of the Equipment at the Customer’s expense both as to materials and labor as such periods (if any) as approved by FXP. The Customer shall be deemed to fulfill this obligation while the Equipment is subject to a maintenance agreement with FXP
e)The Customer shall under no circumstance mortgage, pledge, sell or otherwise deal with the Equipment.
4)FXP’s Obligations
a)FXP represents and warrants the Equipment free from defects in materials and workmanship for a period of three twelve months, from the installation date, and will without charge at its option either repair or replace any part found to be defective during that period PROVIDED HOWEVER that the Customer will pay for any repair or replacement made necessary by the Customer’s default or negligent act or omission. This representation and warranty shall not extend to the free provision of supplies or normal maintenance.
b)FXP shall be under no liability whatsoever to maintain, repair or replace the Equipment should the Equipment not perform as a result of the mis-use by the Customer of paper and other supplies, which do not meet with the specifications of FXP.
c)During the warranty period the Customer shall appoint one operator who shall be instructed free of charge in the use of the Equipment by FXP. Any additional training (if available) will be paid for by the Customer at the rates then currently charged by FXP. Any damage to the copier caused by or due to an untrained operator shall likewise be borne by CUSTOMER.
d)During the term of this lease FXP will bear the risk of loss or other damage to the Equipment by fire or theft or other accident excluding the willful act of the Customer or a person for whom the Customer is responsible and excluding deterioration or damage caused through the use of the Equipment. Where FXP is responsible pursuant to this provision, it may either repair the Equipment, replace the Equipment with like equipment or terminate this Agreement and release the Customer from all future liability hereunder. In the event of loss or damage to the Equipment for which the Customer is responsible the Customer will repair or reinstate the Equipment failing which FXP may terminate this Agreement pursuant to clause 1(d) hereof.
e)Clause 4(d) only applies to Xerox branded equipment. For any non-Xerox equipment financed under this Agreement, the insurance risk is the customer’s responsibility.
f)Insurance coverage for FXP shall be the usual, customary coverage carried by similar institutions. As at the date of this Agreement, the insurance coverage carried by FXP is as follows:
i)Comprehensive General (Public) Liability Insurance Coverage comprising
(1)Bodily Injury Liability
(2)Property Damage Liability
With Combined Single Limit of US$ 1,000,000 USD (any one accident and unlimited any one period of Insurance
ii)Products and Completed Operations Liability Insurance Coverage comprising
(1)Bodily Injury Liability
(2)Property Damage Liability
With Combined Single Limit of US$ $3,000,000 (USD) 1,000,000 (any one accident and unlimited any one period of Insurance
iii)All Risk Property Insurance written on a 100% repair or replacement cost value
iv)For the above liability policies in the above i), and ii), FXP will endorse Customer
5)Limitations
a)The maximum liability of FXP hereunder shall be the costs incurred in the necessary repair or replacement of the Equipment and in no event shall this exceed the net cash price of the Equipment and FXP will not otherwise be liable or responsible for any damage or loss arising out of, or in connection with, the leasing, delivery, installation, maintenance and use the Equipment and any associated software including special general and/or consequential damage or loss howsoever arising and including damage or loss suffered by the Customer as a result of any willful or negligent act or omission on the part of FXP, its employees, agents or representatives. Furthermore, FXP will not in any case be liable for any loss of profits or other economic loss howsoever arising, including as aforesaid.
b)This Agreement constitutes the entire Agreement between the Customer and FXP and no representation, statement, condition or warranty not contained in this Agreement shall be binding on FXP and any conditions or warranties implied by any statute(s) are hereby excluded to the extent permitted by such statute(s) and no alteration, waiver or modification of the terms of this Agreement as printed whether made before or after it has been signed on behalf of FXP or release and discharge from it shall be valid unless recorded in writing and signed by a Director of the Company or Legal Counsel of FXP and by a person authorized by the Customer.
6)Trade in Policy
Where FXP agrees to allow the Customer a trade-in credit for the Customer’s existing machine, details of that machine and credit amount shall appear overleaf. The customer warrants that it is the beneficial owner of the machine free of all claims and encumbrances. The Customer hereby authorizes FXP to collect the existing machine when delivering the Equipment. The Customer shall be liable for additional charges where the existing machine is not yet ready for collection at such time.
7)Termination Provisions
a)Upon the expiration of the lease term the Customer shall deliver up the Equipment to FXP. PROVIDED THAT if at the expiration of the term the net market value shall exceed the residual value specified in the Equipment Description and Pricing Schedule. FXP shall pay the amount of such excess to the Customer and if the net market value shall be less than the specified residual value the Customer shall pay the amount of the deficiency to FXP. The net market value shall be determined in the following manner.
i)a)FXP shall state its estimate of the net market value in writing to the Customer. If the Customer within 7 days from the receipt thereof does not reject such estimate then such estimate shall be deemed to be the net market value.
ii)If the Customer rejects the estimate of FXP, FXP in its discretion shall either:
(a)Offer the Equipment for sale by public auction or to a dealer in such equipment or by private contract and the sale price (after deduction of all expenses of and incidental to such sale) shall be deemed to be the net market value; or
(b)Obtain valuation of the Equipment by a component value appointed by FXP and such valuation less reasonable estimated selling expenses as determined by FXP shall be deemed to be the net market value.
b)Upon premature termination of this Agreement whether pursuant to clause 1(d) or otherwise the Customer shall pay to FXP the total of the following amounts:
i)The total Lease rent due and owing at the time of such termination plus interest thereon calculated in accordance to clause 3.
ii)The balance of all future installments of Lease rent discounted for early payment by such amount as FXP in its sole discretion determines.
iii)The residual value of the Equipment, subject to adjustment provided for by clause 7(a).
iv)All costs and expenses incurred by FXP including any costs in relation to termination of this Agreement and repossession of the Equipment where required.
c)If the Customer does not deliver up the Equipment when required then FXP may take possession of the Equipment and for that purpose may enter, and if necessary use force to do so, in or upon any premises in which the Equipment is for the time being kept or located.
d)b)The Equipment shall at all times remain the property of FXP and the Customer acknowledges that no option, promise or representation expressed or implied, written or oral, has been made by or on behalf of FXP to the Customer that the Equipment may be purchased from FXP by the Customer or any nominee of the Customer at any time during the term of this Lease.
8)Software
FXP grants the Customer a non-exclusive license to use the software (if any) supplied with the Equipment or purchased by the Customer (including pre-programmed operating systems, discs and user manuals). The Customer may not make copies nor modify the software.
Subject to clause 4(a) hereof, FXP gives no warranty in respect to software.
9)Assignment
a)Neither party shall assign any of its rights or interests in. or delegate any of its obligations under this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed) except that either party may assign its rights and obligations under this Agreement without prior approval of the other party to (a) an entity which acquires all or substantially all of the assets of the assigning party or (b) any successor in a merger or acquisition of the assigning party, provided that the assignee is not a competitor of the other party and it assumes the obligations of the assigning party in writing or by operation of law,
10)Data Privacy
a)To the extent that Customer provides to FXP, or FXP otherwise processes Personal Data (as defined below) about Customers employees, customers, or other individuals in connection with this Agreement, FXP represents and warrants that: (i) FXP will only use Personal Data for the purposes of fulfilling its obligations under the Agreement; (i) FXP will not disclose or otherwise process such Personal Data except upon Customer's instructions in writing; (iii) FXP will notify Customer in writing and obtain Customer's consent before sharing any Personal Data with any government authorities or other third parties to the extent it is permitted to do so by law; (iv) FXP shall at all times take reasonable steps to ensure the reliability of those Personnel who have access to the Personal Data held on behalf of Customer and shall use all reasonable endeavours to ensure their compliance with FXP's obligations set out in this Section 10; and (v) FXP agrees to adhere to reasonable and lawful additional contractual terms and conditions related to Personal Data as Customer may instruct in writing that Customer deems necessary, In its sole discretion, to address applicable data protection, privacy, or information security laws, as may be enacted or amended from time to time, Including, without limitation, the Australian Privacy Act 1988 ("APA"), the Hong Kong Personal Data (Privacy) Ordinance (Cap. 486) ("PDPO"), Japanese Personal Information Protection Law (Article 22) ("PIPL") or other requirements, provided that the extra costs of such requirements are met solely by Customer