Machine Loan Agreement
EQUIPMENT LOAN AGREEMENT This Equipment Loan Agreement (this “Agreement”) is made by and between vhf Inc. (“vhf”), a New York State Corporation having its principal place of business at 80 Davids Drive Suite 5 Hauppauge, NY, 11788, and (“Customer”), a having its principal place of business at (“Location”). In consideration of the mutual covenants and promise set forth herein, the parties agree as follows:
1. Loan. The equipment listed on Exhibit A attached hereto (collectively, the “Equipment”) is loaned to Customer for the sole purpose of conducting utilizing the Equipment at the Location in accordance with, and during the term of, this Agreement. Subject to all other terms and conditions herein, vhf agrees to allow Customer to use the Equipment until the Return Date (as defined below).
2. Term. The term of this Agreement will commence on the Effective Date (as defined below) and will continue until (a) the earlier of the following dates:
(i) Within three (3) business days following the “Return Date” indicated on the loan order.
(ii): The day after the day on which vhf requests the return of the Equipment. Customer shall return the Equipment to vhf on the Return Date. Notwithstanding the foregoing or anything herein to the contrary, Customer acknowledges that vhf may, without process of law or without notice or demand upon Customer, take possession of the Equipment at any time and for any reason or no reason whatsoever.
3. No Warranty; Limitations of Liability. VHF HAS NOT MADE AND DOES NOT NOW MAKE ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE DESIGN, OPERATION, OR CONDITION OF THE EQUIPMENT OR ANY PART THEREOF, ITS MERCHANTABILITY, ITS DURABILITY, OR ITS FITNESS FOR A PARTICULAR PURPOSE. VHF SHALL HAVE NO LIABILITY TO THE CUSTOMER FOR ANY CLAIM, LOSS, OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED, DIRECTLY, INDIRECTLY, INCIDENTALLY, OR CONSEQUENTIALLY BY THE EQUIPMENT, BY ANY INADEQUACY THEREOF OR DEFICIENCY OR DEFECT THEREIN, BY ANY INCIDENT WHATSOEVER IN CONNECTION THEREWITH, ARISING IN STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE, OR IN ANY WAY RELATED TO OR ARISING OUT OF THIS AGREEMENT, EVEN IF DATA DIRECT IS NOTIFIED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
4. Use, Operation, and Maintenance.
a) Customer shall use the Equipment only during the term of this Agreement and only in the manner for which it was designed and intended. Customer shall comply with all applicable laws and regulations and with all applicable vhf requirements, policies, procedures, and instructions relating to the Equipment and/or the use thereof.
b) Customer is responsible for ensuring that the Equipment, it's packaging, and its documentation are preserved in an “as-new” condition. If the Equipment’s packaging is discarded or not maintained in an “as-new” condition, Customer agrees to contact vhf’s Customer Service Department to provide replacement packaging, and Customer agrees to promptly pay vhf’s then-current replacement cost for such packaging.
c) Customer may not sell, assign, transfer, lease, or license (collectively, “Sell”) the Equipment without the prior written consent of vhf.
d) Customer agrees to promptly give notice to vhf of any loss or damage to the Equipment. vhf and its agents have the right to inspect, repair, and maintain the Equipment at all times.
e) Customer acknowledges and agrees that the Equipment is being loaned with all risk of use and operation of the Equipment, and each and every hazard of loss of any kind, however rising, being borne by Customer, and that vhf will not be liable to Customer for the use of the Equipment or damages of any kind resulting from any claimed malfunction of the Equipment, defective design of the Equipment, and/or any failure of the Equipment to perform as specified, represented, or advertised.
f) Customer shall keep the Equipment free and clear of all liens, charges, encumbrances, security interests, legal processes and claims against the Equipment whatsoever (collectively, “Encumbrances”), including but not limited to Encumbrances by landlords or secured creditors.
g) Upon request from vhf, Customer shall maintain such records and take such other action with respect to the Equipment as may be required by law or otherwise deemed necessary by vhf to protect both the title and ownership interests of vhf in and to the Equipment. Customer shall not modify, adjust, or change the Equipment, or add, affix, attach any accessories, parts, or replacements to the Equipment without the express prior written consent of vhf.
5. Terms of Delivery. Customer shall be responsible for all shipping, insurance, and customs expenses incurred in connection with such delivery.
6. Terms of Payment. In the event that vhf allows Customer to Sell any Equipment pursuant to Section 4(c) above, the payment terms for such Equipment shall be “payment in full upon delivery of Equipment to Customer’s customer”. Customer’s anticipated delivery date to its customer must be specified when written consent pursuant to Section 4(c) above is requested from vhf.
7. Ownership. The Equipment and all intellectual property rights therein or related thereto are, and shall at all times remain, the sole and exclusive property of vhf. Customer shall not have or obtain any right, title, or interest therein except for the limited right to use the Equipment in accordance with the terms expressly set forth in this Agreement. Nothing herein shall be construed as authorizing or permitting the use of any vhf trade names or trademarks.
8. Surrender of Equipment. Upon the Return Date, Customer shall return the Equipment to vhf in good condition, working order and according to Exhibit A, ordinary wear and tear resulting from proper use thereof alone excepted. With the sole exception of damages to the Equipment that would ordinarily be covered by vhf’s then-current standard warranty for such Equipment, Customer assumes responsibility for all damages to the Equipment and missing components. For the avoidance of doubt, nothing in this Section 9 is intended to provide any express or implied warranty with respect to any Equipment. Except as otherwise expressly agreed in writing by vhf, Customer acknowledges and agrees that, in the event any Equipment is not received by vhf within seven (7) days following the Return Date (as defined in Section 2 above), Customer shall have purchased (or licensed, as applicable) such Equipment for the prices specified on Exhibit A attached hereto and shall remit payment in full for such Equipment to vhf within ten (10) days from that date.
9. Insurance. Customer shall maintain all risk insurance against loss or damage to the Equipment from any cause whatsoever for no less than 100% of the total price, and such insurance shall specify vhf as the “loss payee”.
a) Each party agrees to perform such additional acts and execute such additional documents as are necessary to carry out this Agreement.
b) This Agreement shall not be changed or modified, in whole or in part, except by a supplemental agreement in writing signed by both parties.
c) In the event of any suit, action, or proceeding brought by either party regarding the Equipment or this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees in addition to court costs and litigation expenses in said action or proceeding.
d) The subject headings of this Agreement are included for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions.
e) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to any conflict of law principles. Customer agrees that any action concerning this Agreement shall be brought and tried in the United States in Long Island New York.
f) Any provision of this Agreement which shall prove to be invalid and unenforceable, in whole or in part, shall in no way affect, impair, or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect.
g) All notices and demands of any kind that either vhf or Customer may be required or permitted to serve to the other party under the terms of this Agreement shall be in writing and shall be served by personal delivery, by a reputable courier (e.g. Federal Express), by fax, or by registered U.S. mail (return receipt requested) at the following respective addresses: vhf Inc. 80 Davids Drive Suite 5 Hauppauge, NY,11788 h) This agreement may be executed in counterparts and delivered via facsimile or email. i) This Agreement (including but not limited to Exhibit A attached hereto) and any end-user software license agreements that accompany the Equipment (each, a “EULA”) constitute the entire agreement between Customer and vhf with respect to the subject matter hereof and supersede all prior or contemporaneous oral or written agreements between the parties with respect to such subject matter. In the event of any conflict or inconsistency between this Agreement and any EULA, the terms of this Agreement will govern. For the avoidance of doubt, the term of any software license grant in any EULA shall be as set forth in Section 2 of this Agreement. j) Sections 2 through 10 of this Agreement shall survive any expiration or termination of this Agreement and continue in full force and effect.
The parties hereto have executed this Agreement as of (the “Effective Date”). vhf Inc.
Machine use and maintenance requirements
• Machine will be used in accordance with the user manual
• Machine will be connected to surge protection during its use
• Machine will be connected to an air supply that meets air purity according to ISO8573-1 (Oil, water and pollutant-free)
• Machine will be used only with vhf cutting fluid • Machine will be used only with vhf milling/grinding tools
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Document Name: Machine Loan Agreement
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