Service and Extended Warranty Agreement

  1. Purchase of Goods. Seller hereby sells to Buyer, and Buyer hereby purchases from Seller, the Products described above. The Equipment, together with all replacement parts, repairs, additions, replacements, and accessories, are hereinafter collectively referred to as the “Equipment.”
  1. Delivery/Installation of Goods. Buyer’s confirmation to Seller, by delivery of a Certificate of Acceptance in form and substance satisfactory to Seller, of the delivery and installation of the Equipment to Buyer and by Buyer shall constitute Buyer’s acknowledgment that it has received the Equipment in good working order and that all installation and other work required prior to use has been completed. Buyer understands that Seller will rely on such confirmation from Buyer as a condition of making payment to the supplier for the Equipment.
  1. Term and Payments. The term of this Agreement shall commence on the day of the month in which the Equipment is delivered to Buyer. Monthly payments hereunder shall commence and become due on the first day of the month following the date the Equipment is delivered to Buyer, and payments shall be made on the first day of each successive month thereafter until all sums due under this Agreement are paid in full. Buyer’s obligation to make payments and all other obligations hereunder shall be absolute and unconditional and shall not be subject to any reduction, setoff, defense, or counterclaim for any reason. Whenever Buyer fails to make any payment when due, Buyer agrees to pay Seller interest on all money owed Seller, including interest accruing from and after the date of default, at the annual rate of twelve percent (12%) calculated and payable monthly until paid in full, but in no event more than the maximum rate permitted by law. Seller reserves the right to recall the Equipment in the event Buyer is more than two months in arrears. The Buyer will not have the right to claim any money from payments or deposits previously made after failing to comply with the payment terms of this agreement. All monthly payments will be made via ACH/Visa/MasterCard/American Express.
  1. Warranties and Claims. The Seller offers the Buyer a warranty on parts and service against natural wear and tear during the use of the installed equipment during the term of this agreement, provided that monthly payments are current. Preventive services are not included as part of the stipulated warranty.
  1. Maintenance, Use, and Location. The equipment will receive technical maintenance support from the Seller, who will coordinate general repairs and filter replacements during the term of the maintenance contract agreed to by the customer. The maintenance contract includes the following amounts for consumables: All necessary annual filters. Buyer will use the Equipment in the regular course of its business and at the location indicated herein, within its normal operating capacity, and will comply with all laws, ordinances, regulations, requirements (manufacturer’s or otherwise), and rules regarding the maintenance and operation of the Equipment.
  1. Taxes and Fees. This Agreement is intended to be a net agreement, and all net payments are due to Seller to the extent permitted by applicable law. Buyer shall directly pay (or, at Seller’s option, reimburse Seller) all license fees, assessments, and other government charges, and all sales, use, excise, franchise, and any other similar taxes (collectively, “Charges”) now or hereafter levied, collected, or assessed by any federal, provincial, or local government or agency on any of the Goods or on the purchase, ownership, use, possession, financing, or operation thereof, or on the receipt of payments for them (excluding income taxes) before they become delinquent or become subject to the payment of any penalty interest. Seller, in its sole discretion, may assess the estimated personal property tax with each payment. Buyer shall provide Seller with receipts or other evidence of payment of all Charges that Seller may reasonably request.
  1. Indemnity. Buyer shall indemnify and hold Seller harmless from and against any and all claims, actions, demands, proceedings, costs, expenses, damages, and liabilities, including legal fees (on an attorney-client basis), arising out of, related to, or resulting from the Goods or this Agreement. Such indemnification shall survive termination or expiration of the Agreement.
  1. Default and Remedies. If any of the following events occur (a) Buyer fails to pay any payment hereunder when due; or (b) Buyer fails to pay within five (5) days after the due date, any amounts owed to Seller arising independently of this Agreement; or (c) Buyer fails to perform the covenants of this or any other agreement with Seller after 10 days’ written notice; or (d) Buyer becomes insolvent, bankrupt, or makes an assignment for the benefit of creditors; or (e) Buyer assigns any of its rights under this Agreement, except in accordance with paragraph 13 hereof, Seller may, to the extent permitted by applicable law, exercise one or more of the following remedies:
    1. (Declare the entire unpaid balance of payments for the unexpired term of this Agreement immediately due and payable and recover the present value of all remaining payments for the balance of the term of this Agreement discounted to the date of default at six percent (6%) annually; 
    1. Charge Buyer interest on all monies owed to Seller from and after the due date at a rate of twelve percent (12%) per year, calculated monthly, until paid, but in no event more than the maximum rate permitted by law. All of Seller’s remedies below are cumulative, are in addition to any other remedies provided by Puerto Rico law, and may, to the extent permitted by law, be exercised concurrently or separately. The exercise of any remedy shall not be deemed an election of such remedy or a preclusion of any other remedy. No failure by Seller to exercise, nor any delay in exercising, any right or remedy shall operate as a waiver thereof or modify the terms of this Agreement. A waiver of a breach shall not be a waiver of any subsequent breach.
  1. Assignment; Waiver of Defenses; Quiet Enjoyment. Seller may, without prior notice or consent, assign or transfer this Agreement or grant a security interest in the Equipment, or any other amounts owed or due hereunder, and in such event, Seller’s assignee shall have all of Seller’s rights, powers, and remedies hereunder. Buyer agrees that no assignee of Seller shall be obligated to comply with any duty, covenant, condition, or warranty attributable to Seller, and Buyer further agrees not to assert any claim or defense arising from this Agreement or otherwise that it may have against Seller.

Rent-to-Own Agreement

  1. Purchase of Goods. Seller hereby sells to Buyer, and Buyer hereby purchases from Seller, the Products described above. The Equipment, together with all replacement parts, repairs, additions, replacements, and accessories, are hereinafter collectively referred to as the “Equipment.”
  1. Delivery/Installation of Goods. Buyer’s confirmation to Seller, by delivery of a Certificate of Acceptance in form and substance satisfactory to Seller, of the delivery and installation of the Equipment to Buyer and by Buyer shall constitute Buyer’s acknowledgment that it has received the Equipment in good working order and that all installation and other work required prior to use has been completed. Buyer understands that Seller will rely on such confirmation from Buyer as a condition of making payment to the supplier for the Equipment.
  1. Term and Payments. The term of this Agreement shall commence on the day of the month in which the Equipment is delivered to Buyer. Monthly payments hereunder shall commence and become due on the first day of the month following the date the Equipment is delivered to Buyer, and payments shall be made on the first day of each successive month thereafter until all sums due under this Agreement are paid in full. Buyer’s obligation to make payments and all other obligations hereunder shall be absolute and unconditional and shall not be subject to any reduction, setoff, defense, or counterclaim for any reason. Whenever Buyer fails to make any payment when due, Buyer agrees to pay Seller interest on all money owed Seller, including interest accruing from and after the date of default, at the annual rate of twelve percent (12%) calculated and payable monthly until paid in full, but in no event more than the maximum rate permitted by law. Seller reserves the right to recall the Equipment in the event Buyer is more than two months in arrears. The Buyer will not have the right to claim any money from payments or deposits previously made after failing to comply with the payment terms of this agreement. All monthly payments will be made via ACH/Visa/MasterCard/American Express.
  1. Warranties and Claims. The Seller offers the Buyer a warranty on parts and service against normal wear and tear during the use of the installed equipment during the term of this agreement, provided that monthly payments are current. Preventive services are not included as part of the stipulated warranty.
  1. Title: Personal Property. The Seller reserves ownership of the Equipment until the Seller has received full payment for it as stipulated in this agreement. Buyer hereby authorizes Seller, at Buyer’s expense, to have this Agreement, or any statement or other instrument with respect to this Agreement showing Seller’s interest in the Collateral, including, but not limited to, Personal Property Security Act financing statements, filed or recorded and grants Seller the right to sign Buyer’s name. Buyer agrees to execute and deliver any statement or instrument requested by Seller for such purpose, and agrees to pay or reimburse Seller for any search, filing, recording, stamp fees, or taxes related to the filing or recording of any such instrument or statement. Buyer, at its expense, shall keep the Collateral free and clear of any legal process, lien, charge, or encumbrance and shall notify Seller immediately in writing of any claim regarding the foregoing and shall indemnify Seller for any loss caused thereby. Buyer, at Seller’s request, will execute or obtain from third parties and deliver to Seller such estoppel certificates, owner’s waivers, and additional instruments and warranties as Seller deems necessary or advisable to confirm compliance with the terms of this Agreement or the perfection of the rights hereunder. The Goods are, and shall at all times remain, personal property notwithstanding that the Goods or any part thereof may now or hereafter be, in any manner, affixed or attached to real property or improvements thereto.
  1. Maintenance, Use, and Location. Buyer shall, at its own expense, keep the Equipment clean and in good working order, avoiding unsafe usage situations such as placing other objects on top of it. Buyer shall not move the Equipment or make any modifications, alterations, or additions to it without Seller’s prior written consent; it shall not place it on premises in a manner that changes its nature to real estate or an accessory. The Equipment shall receive technical maintenance support from Seller, who shall coordinate general repairs and filter replacements during the term of the maintenance contract agreed to by Customer. The maintenance contract includes the following consumables: All necessary annual filters and one gas cylinder per month. Buyer shall use the Equipment in the regular course of its business and at the location indicated herein, within its normal operating capacity, and shall ensure compliance with all laws, ordinances, regulations, requirements (manufacturer’s or otherwise), and rules regarding the maintenance and operation of the Equipment.
  1. Risk of Loss. Buyer shall assume all risk of loss or damage to the Equipment from any cause from the date of delivery to Buyer. Buyer shall immediately notify Seller of any damage to or destruction of the Equipment. In the event of loss or damage, Buyer, at Seller’s discretion, shall (a) repair the damaged Goods; or (b) replace lost or irreparable damaged Goods with substantially identical Goods in good working condition with documentation establishing clear title to Buyer; or (c) pay Seller the present value of all remaining payments due on the balance of this Agreement, discounted at six (6%) per annum.
  1. Insurance. Buyer shall maintain the Equipment insured against all risk of loss or damage from any cause during the term of this Agreement for not less than the full replacement value thereof, and shall maintain liability and property damage insurance covering the Equipment and its use in amounts exceeding the present value of the Equipment. customary for similar equipment and name Seller and its assignee as loss beneficiary, as their interests may arise with respect to property damage coverage as additional insureds with respect to property damage coverage and as additional insureds with respect to public liability coverage. Buyer will pay the premiums accordingly and deliver such policies or certificates of coverage to Seller; the insurance will provide Seller with the right to receive thirty (30) days’ written notice before the policy may be modified or canceled and the right, without obligation, to pay the premiums. If Buyer does not provide such insurance coverage, Seller may obtain such coverage and charge Buyer.
  1. Taxes and Fees. This Agreement is intended to be a net agreement, and all net payments to Seller to the extent permitted by applicable law. Buyer shall directly pay (or, at Seller’s option, reimburse Seller) all license fees, assessments, and other government charges, and all sales, use, excise, franchise, and any other similar taxes (collectively, “Charges”) now or hereafter levied, collected, or assessed by any federal, provincial, or local government or agency on any of the Goods or on the purchase, ownership, use, possession, financing, or operation thereof, or on the receipt of payments for them (excluding income taxes) before they become delinquent or become subject to the payment of any penalty interest. Seller, in its sole discretion, may assess the estimated personal property tax with each payment. Buyer shall provide Seller with receipts or other evidence of payment of all Charges that Seller may reasonably request.
  1. Irrevocability Agreement and Other Representations of Buyer. BUYER’S OBLIGATIONS UNDER THIS AGREEMENT ARE ABSOLUTE, NON-CANCELLABLE, AND WILL CONTINUE WITHOUT COMPROMISE AND REGARDLESS OF ANY INABILITY OF BUYER TO USE THE GOODS OR ANY PART THEREOF FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, WAR, ACT OF GOD, GOVERNMENTAL REGULATIONS, LOSS, DAMAGE, DESTRUCTION, OBSOLESCENCE, FAILURE OR DELAY IN DELIVERY, REPAIR, OR MAINTENANCE, UNAVAILABILITY OF PARTS OR SUPPLIES, FAILURE OF THE GOODS TO OPERATE PROPERLY, TERMINATION BY OPERATION OF LAW, OR ANY OTHER CAUSE.
  1. Indemnity. Buyer shall indemnify and hold Seller harmless from and against any and all claims, actions, demands, proceedings, costs, expenses, damages, and liabilities, including legal fees (on an attorney-client basis), arising out of, related to, or resulting from the Goods or this Agreement. Such indemnity shall survive the termination or expiration of the Agreement.
  1. Breach and Remedies. If any of the following events occur: (a) Buyer fails to pay any payment hereunder when due; or (b) Buyer fails to pay within five (5) days after the due date, any amounts owed to Seller arising independently of this Agreement; or (c) Buyer fails to comply with the covenants of this Agreement or any other agreement with Seller after 10 days’ written notice; or (d) Buyer becomes insolvent, bankrupt, or makes an assignment for the benefit of creditors; or (e) Buyer assigns any of its rights under this Agreement, except in accordance with paragraph 13 hereof, Seller may, to the extent permitted by applicable law, exercise one or more of the following remedies:
    1. Declare the entire unpaid balance of payments for the unexpired term of this Agreement immediately due and payable and recover the present value of all remaining payments for the balance of the term of this Agreement discounted to the date of default at six percent (6%) annually;
    1. Charge Buyer interest on all monies owed to Seller from and after the due date at a rate of twelve percent (12%) per year, calculated monthly, until paid, but in no event more than the maximum rate permitted by law. 
    1. Require Buyer to return the Equipment at Buyer’s expense to a location designated by Seller and to repossess all Equipment, without demand or notice, wherever located, without court order or prior hearing. Buyer hereby waives any and all damages arising from such repossession. Seller may, at its option, use, ship, store, repair, or recondition all Equipment so repossessed and sell, lease, or dispose of such Equipment in a private or public sale, or resell the Equipment at Buyer’s premises during reasonable business hours without being obligated to remove the Goods. Buyer shall also be responsible for and shall pay Seller all expenses incurred by Seller in connection with the enforcement of any of Seller’s remedies, including all expenses of repossession, storage, shipping, repair, and sale of the Equipment, and Seller’s reasonable legal fees and disbursements on an attorney-client basis. All of Seller’s remedies below are cumulative, are in addition to any other remedies provided by Puerto Rico law, and may, to the extent permitted by law, be exercised concurrently or separately. The exercise of any remedy shall not be deemed to constitute an election of that remedy or a bar to the exercise of any other remedy. No failure by Seller to exercise, nor any delay in exercising, any right or remedy shall operate as a waiver thereof or modify the terms of this Agreement. A waiver of a breach shall not be a waiver of any subsequent breach.
  1. Assignment; Waiver of Defenses; Quiet Enjoyment. Seller may, without prior notice or consent, assign or transfer this Agreement or grant a security interest in the Equipment, or any other amounts owed or due hereunder, and in such event, Seller’s assignee shall have all of Seller’s rights, powers, and remedies hereunder. Buyer agrees that no assignee of Seller shall be bound by any duty, covenant, condition, or warranty attributable to Seller and Buyer agrees not to assert any claim or defense arising out of this Agreement or otherwise that it may have against Seller.